RRD RR Donnelley and Sons Company New

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the TLB Amendment is incorporated by reference under this Item 2.03 insofar as it relates to the creation of a direct financial obligation.

On February 7, 2022, the Company issued a press release announcing (i) the expiration of the Consent Solicitation with respect to the Notes and (ii) the extension of the Consent Solicitation with respect to the Company’s 6.625% Debentures due 2029 from 5:00 p.m., New York City time, on February 4, 2022 to 5:00 p.m., New York City time, on February 11, 2022. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Use of Forward-Looking Statements

This communication includes certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, the federal securities laws, including statements related to the proposed Merger. These forward-looking statements are based on the Company’s current expectations, estimates and projections regarding, among other things, the expected date of closing of the Merger and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by the Company, all of which are subject to change. Forward-looking statements often contain words such as “expect,” “anticipate,” “intend,” “aims,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “considered,” “potential,” “estimate,” “continue,” “likely,” “target” or similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the Merger and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and

assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include (i) impediments to the completion of the Merger on anticipated terms and timing, including obtaining required stockholder and regulatory approvals and the satisfaction of other conditions to the completion of the Merger; (ii) significant transaction costs associated with the Merger; (iii) potential litigation relating to the Merger, including the effects of any outcomes related thereto; (iv) the risk that disruptions from the Merger will harm the Company’s business, including current plans and operations; (v) the ability of the Company to retain and hire key personnel; (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Merger; (vii) legislative, regulatory and economic developments affecting the Company’s business; (viii) general economic and market developments and conditions; (ix) the evolving legal, regulatory and tax regimes under which the Company operates; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the Merger that could affect the Company’s financial performance; (xi) certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (xii) continued availability of capital and financing and rating agency actions; (xiii) the ability of affiliates of Chatham Asset Management, LLC to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the Merger; (xiv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger, including in circumstances requiring the Company to pay expense reimbursements to affiliates of Chatham Asset Management, LLC under the Merger Agreement; (xv) unpredictability and severity of catastrophic events, including acts of terrorism, outbreak of war or hostilities, civil unrest, adverse climate or weather events or the COVID-19 pandemic or other public health emergencies, as well as the Company’s response to any of the aforementioned factors; (xvi) competitive responses to the Merger; (xvii) the risks and uncertainties pertaining to the Company’s business, including those detailed under the heading “Risk Factors” and elsewhere in the Company’s public filings with the U.S. Securities and Exchange Commission (the “SEC”); and (xviii) the risks and uncertainties described in the proxy statement filed in connection with the Merger and available from the sources indicated below (the “Proxy Statement”). These risks, as well as other risks associated with the Merger are more fully discussed in the Proxy Statement. While the list of factors presented here is, and the list of factors presented in the Proxy Statement are, considered representative, no such list should be considered to be a complete statement of all risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material impact on the Company’s financial condition, results of operations, credit rating or liquidity or ability to consummate the Merger. These forward-looking statements speak only as of the date they are made, and the Company does not undertake to and disclaims any obligation to publicly release the results of any updates or revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Important Additional Information and Where to Find It

In connection with the Merger, the Company has filed with the SEC and mailed to its stockholders the definitive Proxy Statement and may file certain other documents regarding the Merger with the SEC. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS. Investors and stockholders may obtain, free of charge, copies of the Proxy Statement and

other relevant documents filed with the SEC by the Company, once such documents have been filed with the SEC, through the website maintained by the SEC at www.sec.gov, through the Company’s investor relations website at investor.rrd.com or by contacting the Company’s investor relations department at the following:

Telephone: 630-322-7111

E-mail: investor.info@rrd.com

Attn.: Johan Nystedt

SIGNATURES

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 thereunto duly authorized.

Date: February 11, 2022

Exhibit 4.1

Execution Version

R. R. DONNELLEY & SONS COMPANY

and

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

THIRTEENTH SUPPLEMENTAL INDENTURE

Dated as of February 9, 2022

to

Indenture dated as of January 3, 2007

6 1/2% Notes due 2023

TABLE OF CONTENTS

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THIS THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of February 9, 2022 (the “Thirteenth Supplemental Indenture”), between R. R. Donnelley & Sons Company, a Delaware corporation, as issuer (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).

RECITALS:

WHEREAS, the Company has executed and delivered to the Trustee an Indenture, dated as of January 3, 2007 (the “Base Indenture” and, collectively with the Ninth Supplemental Indenture and the Eleventh Supplemental Indenture (each defined below), the “Indenture”), providing for the issuance by the Company from time to time of its unsecured senior debentures, notes or other evidences of indebtedness to be issued in one or more series unlimited as to principal amount (the “Securities”);

WHEREAS, the Company has executed and delivered to the Trustee a Ninth Supplemental Indenture, dated as of November 12, 2013 (the “Ninth Supplemental Indenture”), and an Eleventh Supplemental Indenture, dated as of June 18, 2020, to the Base Indenture governing the 6 1/2% Notes due 2023 (the “Notes”);

WHEREAS, pursuant to the terms of a consent solicitation statement, dated January 20, 2022 (the “Consent Solicitation Statement”), the Company solicited consents to certain waivers and amendments to the Indenture with respect to the Notes and other Securities as set forth herein;

WHEREAS, Section 8.02 of the Base Indenture provides that the Company and the Trustee may amend certain provisions of the Indenture or the Notes with the consent of the registered holders (the “Holders”) of a majority in aggregate principal amount of the Notes then outstanding (excluding any Notes owned by the Company or any of its Affiliates), and such consent has been received by the Company;

WHEREAS, the Company desires the Trustee to join with it in the execution and delivery of this Thirteenth Supplemental Indenture, and in accordance with Sections 8.02, 8.06 and 10.04 of the Base Indenture, the Company has (i) duly adopted and delivered to the Trustee, resolutions of its Board of Directors authorizing the execution and delivery of this Thirteenth Supplemental Indenture, (ii) delivered to the Trustee evidence reasonably satisfactory to the Trustee that Holders of a majority in aggregate principal amount of the Notes outstanding have given and, as of the date hereof, have not withdrawn their consents to the amendments set forth in this Thirteenth Supplemental Indenture, and (iii) delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that the execution of this Thirteenth Supplemental Indenture is permitted by the Indenture and that all conditions precedent to its execution have been complied with, and the Indenture and this Thirteenth Supplemental Indenture are valid and binding obligations of the Company and are enforceable in accordance with their terms;

WHEREAS, all things necessary to make this Thirteenth Supplemental Indenture a valid agreement of the Company and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done;

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NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company covenants and agrees with the Trustee, for the equal and ratable benefit of the Holders, that the Indenture is supplemented and amended, to the extent expressed herein, as follows:

ARTICLE I

DEFINITIONS

Section 1.1    Generally.

(a)    Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Base Indenture.

(b)    The rules of interpretation set forth in the Base Indenture shall be applied hereto as if set forth in full herein.

ARTICLE II

AMENDMENTS

Section 2.1    Certain Amendments to the Indenture. Solely with respect to the Notes, the Indenture is hereby amended as follows:

(a)    the definition of “Change of Control” as set forth in Section 1.2 of the Ninth Supplemental Indenture is hereby deleted in its entirety and replaced with the following:

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than the Company or one of its Subsidiaries or to a Permitted Holder; or (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than a Permitted Holder, becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Company’s voting stock.

(b)    the following definitions are hereby inserted alphabetically into Section 1.2 of the Ninth Supplemental Indenture:

“CAM” means Chatham Asset Management, LLC, a Delaware limited liability company, together with certain of its Affiliates.

“Permitted Holder” means CAM and its respective Subsidiaries and Affiliates and any person or group whose acquisition of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor

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provision) constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of Section 4.1 hereof (or would result in a Change of Control Offer in the absence of the waiver of such requirement by Holders in accordance with Section 4.1 hereof) shall thereafter constitute a Permitted Holder.

(c)    Section 4.08 of the Base Indenture is hereby deleted in its entirety and replaced with the following:

“So long as any Securities are outstanding, the Company will deliver to the Trustee a copy of all of the information and reports referred to below:

(a) for so long as the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act:

(1) within the time periods specified in the Commission’s rules and regulations, all quarterly and annual reports on Forms 10-Q and 10-K, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to annual information only, a report thereon by the Company’s certified independent accountants; and

(2) all current reports on Form 8-K;

(b) for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act:

(1) within 120 days after the end of each fiscal year (or 150 days in the case of the fiscal year of the Company ended on or around December 31, 2022), annual audited financial statements for such fiscal year, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, with respect to the periods presented prepared in accordance with GAAP and a report thereon by the Company’s certified independent accountants;

(2) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, unaudited financial statements (including footnotes) for the interim period as of, and for the period ending on, the end of such quarter, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the Company with respect to the periods presented prepared in accordance with GAAP; and

(3) promptly after the occurrence of any of the following events, (and, in any case, not required to be sooner than five Business Days after the occurrence of any such event), current reports of the Company containing substantially all of the information that would be required to be filed in a current report on Form 8-K under the

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Exchange Act on April 28, 2021 pursuant to Sections 1 and 4, Items 2.01, 2.03, 2.04(a), 5.01, 5.02(a)(1) (with respect to independent directors only), 5.02(b) (with respect to officers and independent directors only), 5.02(c)(1) and (3), 5.02(d)(1), (2), (3) and (4) (in each case, with respect to independent directors only) 5.03(b) of Form 8-K (but excluding, for the avoidance of doubt, financial statements and exhibits that would be required pursuant to Item 9.01 of Form 8-K, other than financial statements and pro forma financial information (in each case relating to transactions required to be reported pursuant to Item 2.01 of Form 8-K) to the extent available (as determined in good faith by the Company)) if the Company had been a reporting company under the Exchange Act.

To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.08 and such information is subsequently filed or furnished, as applicable, the Company shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article SIX hereof if Holders of at least 25% in principal amount of the then total outstanding Securities have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure.

(c) In addition to providing such information to the Trustee, the Company shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website.

(d) Notwithstanding the foregoing, (a) the Company will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302, Section 404 and Section 906 of the Sarbanes-Oxley Act of 2002, or related Items 307 or 308 of Regulation S-K, (ii) Item 10(e) of Regulation S-K promulgated by the Commission with respect to any non-generally accepted accounting principles financial measures contained therein or (iii) Items 201, 402, 403, 405, 406, 407, 701 or 703 of Regulation S-K, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10, Rule 13-01 or Rule 13-02 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information.

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(e) The Company has agreed that, for so long as any Securities remain outstanding during any period when the Company is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Commission with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(f) Notwithstanding this Section 4.08, the Company will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if the Company has filed such reports with the Commission via the EDGAR filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.08 will be deemed satisfied and the Company will be deemed to have delivered such reports and information referred to above to the Holders for all purposes of this Indenture by the posting of reports and information that would be required to be provided on the Company’s website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the Commission or posted on the Company’s website pursuant to this Indenture, or participate in any conference calls.”

(d)    all references to Sections of the Indenture amended by this Thirteenth Supplemental Indenture shall mean such Section as amended by this Thirteenth Supplemental Indenture.

Section 2.2    Certain Waivers to the Indenture. Solely with respect to the Notes, the merger of Chatham Delta Acquisition Sub, Inc., a Delaware corporation, with and into the Company (the “Merger”) pursuant to the agreement and plan of merger, dated as of December 14, 2021, as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time (the “Merger Agreement”), will not constitute a Change of Control under Section 1.2 of the Ninth Supplemental Indenture. For the avoidance of doubt, the Company shall have no obligation to make a Change of Control Offer pursuant to Section 4.1 of the Ninth Supplemental Indenture in connection with the Merger.

Section 2.3    Effectiveness. This Thirteenth Supplemental Indenture shall become effective upon the execution and delivery hereof by the parties hereto. Notwithstanding the foregoing, the amendments and waivers set forth above in this Article II shall not become operative until immediately prior to the consummation of the Merger pursuant to the Merger Agreement and will cease to be operative if the Merger is not consummated or the Consent Consideration (as defined in the Consent Solicitation Statement) with respect to the Notes is not paid in accordance with the terms of the Consent Solicitation Statement.

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ARTICLE III

MISCELLANEOUS PROVISIONS

Section 3.1    Ratification of Indenture. The Indenture, as supplemented by this Thirteenth Supplemental Indenture, is in all respects ratified and confirmed, and this Thirteenth Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

Section 3.2    Trustee Not Responsible for Recitals. The recitals contained herein and in the Notes shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to and shall not be responsible for the validity or sufficiency of this Thirteenth Supplemental Indenture or of the Notes. The Trustee makes no representations as to and shall not be responsible for the Company’s 6.00% notes due 2024, 6.125% senior secured notes due 2026, 8.250% notes due 2027, 8.500% notes due 2029, 6.625% debentures due 2029 and 8.820% debentures due 2031, the solicitation of consents and the consents of the Holders of the Notes. In entering into this Thirteenth Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein so provided. The Company hereby confirms to the Trustee that this Thirteenth Supplemental Indenture has not resulted in a material modification of the Notes for Foreign Account Tax Compliance Act (“FATCA”) purposes. The Trustee shall assume that no material modification for FATCA purposes has occurred regarding the Notes, unless the Trustee receives written notice of such modification from the Company.

Section 3.3    Table of Contents, Headings, etc. The table of contents and headings of the Articles and Sections of this Thirteenth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

Section 3.4    Counterpart Originals. The parties may sign any number of copies of this Thirteenth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Thirteenth Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Thirteenth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Thirteenth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. This Thirteenth Supplemental Indenture and any certificate, agreement or other document to be signed in connection with this Thirteenth Supplemental Indenture and the transactions contemplated hereby shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions

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Act and/or any other relevant electronic signatures law, including any relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Thirteenth Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character or intended character of the writings.

Section 3.5    Governing Law; Jury Trial Waiver. THIS THIRTEENTH SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS THIRTEENTH SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have caused this Thirteenth Supplemental Indenture to be duly executed all as of the date and year first written above.

[Thirteenth Supplemental Indenture]

[Thirteenth Supplemental Indenture]

Exhibit 10.1

Execution Version

AMENDMENT NO. 1 TO CREDIT AGREEMENT

AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of February 7, 2022, by and among R. R. DONNELLEY & SONS COMPANY, a Delaware corporation (the “Borrower”), the SUBSIDIARY GUARANTORS listed on the signature pages hereof, BANK OF AMERICA, N.A., as the resigning administrative agent (in such capacity, the “Resigning Administrative Agent”), JEFFERIES FINANCE LLC (“Jefferies”), as the successor administrative agent for the Lenders under the Amended Credit Agreement (in such capacity, the “Administrative Agent”), and the Lenders identified on the signature pages hereto.

PRELIMINARY STATEMENTS

(1)    The Borrower, the Resigning Administrative Agent and the Existing Term Lenders (as defined below) are parties to the Credit Agreement, dated as of October 15, 2018 (as amended, amended and restated, supplemented or otherwise modified prior to the Amendment No. 1 Effective Date (as defined below), the “Credit Agreement”; and as amended by this Amendment, the “Amended Credit Agreement”). Capitalized terms used in this Amendment and not otherwise defined in this Amendment have the same meanings as specified in the Amended Credit Agreement.

(2)    As contemplated by Section 8.06 of the Credit Agreement, this Amendment shall constitute notice of the resignation of the Resigning Administrative Agent to the Existing Lenders and the Borrower and, on and subject to the satisfaction of the conditions precedent to effectiveness set forth in Section 5 hereof, but prior to the amendment of the Credit Agreement and the other transactions to occur on the Amendment No. 1 Effective Date, the Lenders party hereto (consisting of at least the Required Lenders immediately prior to the making of the Replacement Term Loans (as defined below)), in consultation with Chatham Delta Parent, Inc. (“Parent”), have agreed to appoint Jefferies as successor to the Resigning Administrative Agent (such resignation and appointment, the “Administrative Agent Replacement”).

(3)    Pursuant to that certain Agreement and Plan of Merger, dated as of December 14, 2021 (together with any exhibits and schedules thereto, as amended, amended and restated, supplemented, waived or otherwise modified from time to time, the “Delta Merger Agreement”), Parent has agreed to acquire, directly or indirectly the Borrower by merging Chatham Delta Acquisition Sub, Inc. with and into the Borrower pursuant to the Delta Merger Agreement.

(4)    In connection with the Delta Merger (as defined below), the Parent intends to form a Wholly Owned Subsidiary (“Intermediate Holdings”) and intends to cause, immediately subsequent to the consummation of the Delta Merger on the Amendment No. 1 Effective Date, Intermediate Holdings to own directly all of the Equity Interests of the Borrower.

(5)    At the request of the Parent, which request is made pursuant to the terms of the Delta Merger Agreement, the Borrower is seeking the consents, waivers, amendments and new loans contemplated hereby.

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(6)    As contemplated by Sections 2.18 and 9.02 of the Credit Agreement, the Borrower has requested that the Lenders amend, and subject to the satisfaction of the conditions precedent to effectiveness set forth in Section 5 hereof, the Lenders party hereto have agreed to amend the Credit Agreement as set forth herein so as to, among other things, consummate a refinancing of the Term Loans outstanding immediately prior to giving effect to this Amendment (collectively, the “Existing Term Loans”) with a new tranche of Term Loans pursuant to a Refinancing Amendment (such Term Loans thereunder, “Replacement Term Loans”).

(7)    On the Amendment No. 1 Effective Date, after giving effect to the amendments made to the Credit Agreement pursuant to Section 3(a) hereof, the Borrower desires to incur Incremental Term Loans pursuant to an Incremental Assumption Agreement under and as defined in the Amended Credit Agreement in an aggregate amount not to exceed $600,000,000 (the “2022 Incremental Term Facility” and the loans issued thereunder, the “2022 Incremental Term Loans”; the commitments of all such Persons to make such loans, the “2022 Incremental Term Loan Commitments”). The Replacement Term Loans and the 2022 Incremental Term Loans shall have the terms set forth in the Amended Credit Agreement.

(8)     Each Lender holding Existing Term Loans (collectively, the “Existing Term Lenders”) that executes and delivers a counterpart to this Amendment (a “Lender Consent”), together with applicable tax forms and administrative details, prior to 5:00 p.m. (New York City time) on January 31, 2022 (such consenting Existing Term Lenders, collectively, the “Exchanging Term Lenders” and each, an “Exchanging Term Lender”) will be deemed (i) to have agreed to the terms of this Amendment and the Amended Credit Agreement, (ii) to have agreed to exchange (as further described in the Lender Consent) an aggregate principal amount of its Existing Term Loans for Replacement Term Loans in a principal amount equal to the aggregate principal amount of its Existing Term Loans (or, such lesser amount as notified and allocated to such Exchanging Lender by the Amendment No. 1 Arranger (as defined below), as determined by the Amendment No. 1 Arranger in consultation with Parent), and (iii) on the Amendment No. 1 Effective Date (prior to the effectiveness of any amendment of the Credit Agreement as set forth herein), to have exchanged (as further described in the Lender Consent) such amount of its Existing Term Loans for Replacement Term Loans in an equal principal amount (or, such lesser amount as notified and allocated to such Exchanging Lender by the Amendment No. 1 Arranger, as determined by the Amendment No. 1 Arranger in consultation with Parent) (such exchanged loans, the “Exchanged Term Loans”), which will be effectuated either by exercising a cashless exchange option or through a cash settlement option selected by such Lender on its Lender Consent.

(9)    Each Person that executes and delivers this Amendment in the capacity of an “Additional Term Lender” (each, an “Additional Term Lender” and, together with the Exchanging Term Lenders, the “Refinancing Term Lenders”) will be deemed (i) to have agreed to the terms of this Amendment and the Amended Credit Agreement, (ii) subject to the satisfaction of the conditions precedent to effectiveness set forth in Section 5 hereof, to have committed to make Replacement Term Loans to the Borrower in the amount set forth opposite such Person’s name on Schedule 1 to this Amendment (such loans, the “Additional Replacement Term Loans”) and (iii) subject to the satisfaction of the conditions precedent to effectiveness set forth in Section 5 hereof, to have committed to make 2022 Incremental Term Loans pursuant to Section 2.02 of the Amended Credit Agreement to the Borrower in the amount set forth opposite such Person’s name on Schedule 1 to this Amendment (the 2022 Incremental Term Loans, together with the Additional Replacement Term Loans, the “Additional Term Loans”; the commitments of all such Persons to make such loans, the “Additional Term Loan Commitments”).

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(10)    The parties hereto are willing to grant the request of the Borrower, on the terms and subject to the conditions stated below, (w) to amend certain provisions of the Credit Agreement to consummate the Administrative Agent Replacement, (x) to amend and waive certain provisions of the Credit Agreement in connection with the consummation of the Delta Merger, (y) to extend the Term B Maturity Date to November 1, 2026 and (z) to add the 2022 Incremental Term Loans as Incremental Term Loans that will be fungible with the Replacement Term Loans, in each case, as hereinafter set forth.

SECTION 1.    Certain Defined Terms. Unless otherwise defined herein or the context otherwise requires, the following terms used in this Amendment, including its preamble and recitals, have the following meanings:

“Amendment No. 1 Arranger” means Jefferies, solely in its capacity as sole lead arranger and bookrunner of this Amendment, the Replacement Term Loans and the 2022 Incremental Term Loans.

“Delta Merger” means the merger of Chatham Delta Acquisition Sub, Inc. with and into the Borrower pursuant to the Delta Merger Agreement.

“Delta Merger Closing Date” means the effective time of the merger contemplated by the Delta Merger Agreement.

“Delta Merger CoC Financing” means the incurrence of any Debt (including the issuance of any additional secured notes or the incurrence of any incremental term loans or replacement term loans under the Amended Credit Agreement and any related Guarantees) by the Borrower and the Guarantors to finance or refinance the purchase, redemption or other repayment of up to all of the aggregate principal amount of and any other obligations with respect to any series of existing senior secured or senior unsecured notes issued by the Borrower, whether by change of control offer, tender offer, private repurchase or otherwise. For the avoidance of doubt, the Delta Merger CoC Financing may occur after the Delta Merger Closing Date.

“Delta Merger Debt Exchange” means the exchange by one or more Permitted Holders of all of the certain existing senior secured and senior unsecured notes owned or held by it immediately prior to the consummation of such exchange for Equity Interests and/or pay-in-kind Debt of the Parent (which Debt shall be non-recourse to the Borrower, any of its Restricted Subsidiaries or any of their respective assets) on or after the Delta Merger Closing Date and any substantially similar exchange by any other holder of such existing senior secured and senior unsecured notes.

“Delta Merger Financing” means the incurrence of any Debt (including the issuance of any additional senior secured notes or the incurrence of any incremental term loans or replacement term loans under the Amended Credit Agreement and any related Guarantees) by the Borrower and the Guarantors to pay the Delta Merger Consideration (as defined in the Delta Merger Agreement) or otherwise fund the Delta Merger or to pay any Delta Merger Transaction Expenses.

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“Delta Merger Transaction Expenses” means any and all fees (including consent fees), costs or expenses incurred or paid by the Permitted Holders, Intermediate Holdings, the Parent, the Borrower or any of their respective Subsidiaries in connection with or related to the Delta Merger Agreement or the Delta Merger Transactions, including any payments to officers, employees and directors as change of control payments, severance payments, special or retention bonuses, or stock options.

“Delta Merger Transactions” means (a) the Delta Merger, including the payment of the Delta Merger Consideration (as defined in the Delta Merger Agreement) and the making by the Borrower or any of its Restricted Subsidiaries of any dividends or distributions to a Parent Entity to pay or cause to be paid the Delta Merger Consideration or otherwise fund the Delta Merger or to pay any Delta Merger Transaction Expenses, (b) the Delta Merger Debt Exchange, (c) the Delta Merger Financing, (d) the Delta Merger CoC Financing, (e) any restructuring transactions in connection with the Delta Merger, (f) the payment of the Delta Merger Transaction Expenses and (g) any other transactions contemplated by the Delta Merger Agreement or entered into in connection with or relating to the Delta Merger.

“Specified Merger Agreement Representations” means the representations and warranties made by (or with respect to) the Acquired Business (as defined in the Merger Agreement) in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that the Parent (or its applicable affiliate has) the right to terminate its obligations under the Merger Agreement or decline to consummate the Delta Merger as a result of a breach of such representations and warranties (as determined without giving effect to any waiver, amendment or other modification thereto that is materially adverse to the interests of the Lenders).

“Specified Representations” means the representations and warranties of the Borrower set forth in Sections 3.01, 3.02, 3.03(b)(y), 3.08(a), 3.08(b), 3.12, 3.15 and 3.22 of the Amended Credit Agreement.

“Sponsor” means Chatham Asset Management, LLC, a Delaware limited liability company, together with certain of its Affiliates.

SECTION 2.    Refinancing Amendments to the Credit Agreement

(a)    Each Exchanging Term Lender hereby agrees, subject to the terms and conditions hereof, to exchange an aggregate principal amount of its Existing Term Loans equal to the amount notified to such Exchanging Term Lender by the Amendment No. 1 Arranger (which amount may be less than the aggregate principal amount of Existing Term Loans held by such Exchanging Term Lender, as determined by the Amendment No. 1 Arranger in consultation with Parent) for Replacement Term Loans either through a cashless rollover or a cash settlement, as selected in such Exchanging Term Lender’s Lender Consent.

(b)    (i) Each Exchanging Term Lender hereby agrees (notwithstanding Section 2.14 of the Credit Agreement), subject to the terms and conditions hereof, that the aggregate principal amount of its Existing Term Loans not being exchanged in accordance with Section 2(a), together with all accrued and unpaid interest thereon and all accrued and unpaid interest on its Existing Term Loans that are being exchanged in accordance with Section 2(a), in each case up to

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but not including the Amendment No. 1 Effective Date, will be repaid in full and (ii) the Borrower hereby agrees that the aggregate principal amount of the Existing Term Loans, together with all accrued and unpaid interest thereon up to but not including the Amendment No. 1 Effective Date, of each Lender that does not execute and deliver a counterpart to this Amendment prior to 5:00 p.m. (New York City time) on January 31, 2022 (each, a “Non-Consenting Lender”), will be repaid in full on the Amendment No. 1 Effective Date (all Existing Term Loans being repaid hereunder, the “Refinanced Term Loans”).

(c)    Subject to the terms and conditions hereof, each Additional Term Lender hereby agrees, severally and not jointly, to make Additional Term Loans equal to the amount set forth opposite such Person’s name on Schedule 1 to this Amendment on the Amendment No. 1 Effective Date.

(d)    On the Amendment No. 1 Effective Date, the Borrower shall apply the aggregate proceeds of the Replacement Term Loans to, among other things, prepay in full the principal amount of all Refinanced Term Loans. The commitments of the Exchanging Term Lenders and the Additional Term Lenders are several and not joint and no such Refinancing Term Lender will be responsible for any other Refinancing Term Lender’s failure to make or acquire Replacement Term Loans or 2022 Incremental Term Loans.

(e)    Each of the parties hereto acknowledges and agrees that the terms of this Amendment do not constitute a novation but, rather, an amendment of the terms of pre-existing Debt and related agreements, as evidenced by the Amended Credit Agreement. Each Refinancing Term Lender shall be a “Lender” under the Credit Agreement as of the Amendment No. 1 Effective Date. Amounts paid or prepaid in respect of Replacement Term Loans or 2022 Incremental Term Loans may not be reborrowed.

(f)    Subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, each Exchanging Term Lender hereby waives any claim for any loss, cost or expense due and payable to it pursuant to Section 2.12 of the Credit Agreement solely with respect to the exchange of the Exchanged Term Loans in accordance with this Amendment. The waiver set forth in this Section 2(f) shall be limited precisely as written and shall not be deemed to (i) except as expressly provided herein, be a consent to any amendment, waiver or modification of any term or condition of the Credit Agreement or the Amended Credit Agreement or (ii) prejudice any right or rights that the Administrative Agent or the Lenders may have or may have in the future under or in connection with the Amended Credit Agreement, except as expressly provided herein.

SECTION 3.    Additional Amendments to the Credit Agreement.

(a)    The Credit Agreement is, effective as of the Amendment No. 1 Effective Date and subject to the satisfaction of the conditions to effectiveness set forth in Section 5 below, hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Amended Credit Agreement attached as Exhibit A hereto.

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(b)    This Amendment constitutes, in part, an Incremental Assumption Agreement as referred to in Section 2.02(b) of the Amended Credit Agreement and a Refinancing Amendment as referred to in Section 2.18(c) of the Amended Credit Agreement.

(c)    From and after the Amendment No. 1 Effective Date, (i) each Additional Term Lender shall be a “Term B Lender” and “Term Lender” for all purposes under the Amended Credit Agreement and the other Loan Documents and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) each Additional Term Loan Commitment of each Additional Term Lender shall be a “Term B Commitment” for all purposes under the Amended Credit Agreement and the other Loan Documents, (iii) the 2022 Incremental Term Facility shall be a “Term Facility” and an “Incremental Term Facility” for all purposes under the Amended Credit Agreement and the other Loan Documents, and (iv) the 2022 Incremental Term Loans shall each be an “Incremental Term Loan” and a “Term Loan” and have the same terms (including with respect to Guarantees, Collateral and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date, for all purposes under the Amended Credit Agreement and the other Loan Documents.

(d)    Each of the parties hereto agrees that the Administrative Agent may, in consultation with Parent, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Replacement Term Loans and the 2022 Incremental Term Loans on the Amendment No. 1 Effective Date, all such Replacement Term Loans and 2022 Incremental Term Loans are included in each Borrowing of outstanding Term B Loans on a pro rata basis. The 2022 Incremental Term Loans are an increase under an existing tranche of Replacement Term Loans (as contemplated by Section 2.02 of the Amended Credit Agreement) and shall be deemed to be “Term Loans” for all purposes of the Amended Credit Agreement and the other Loan Documents, constituting the same Class of Term Loans with, and having terms identical to, those applicable to the Replacement Term Loans made pursuant to Section 2 hereof (and shall be fully fungible with the existing Replacement Term Loans).

SECTION 4.    Waiver and Authorization.

(a)    Subject to the satisfaction of the conditions to effectiveness set forth in Section 5 hereof, the Required Lenders waive any Default or Event of Default that would otherwise arise under Section 7.01(l) of the Credit Agreement as a result of the consummation of the Delta Merger.

(b)    Subject to the satisfaction of the conditions to effectiveness set forth in Section 5 hereof, each of the parties hereto consent to the Administrative Agent Replacement and waive any notice or other requirement of Section 8.06 of the Credit Agreement as a result of the consummation of the Administrative Agent Replacement. Each Exchanging Term Lender and Additional Term Lender hereby authorizes the Loan Parties, the Resigning Administrative Agent and the Administrative Agent to enter into an agency transfer agreement (the “Agency Assignment Agreement”) in form and substance reasonably satisfactory to the Loan Parties, the Resigning Administrative Agent and the Administrative Agent to be effective as of the Amendment No. 1 Effective Date. In addition, each Exchanging Term Lender and Additional Term Lender hereby authorizes the Loan Parties, the Resigning Administrative Agent and the Administrative Agent to make any filings and enter into any documentation or amendments to the existing Loan Documents

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with respect to the Administrative Agent Replacement deemed reasonably necessary or desirable by the Administrative Agent and/or the Resigning Administrative Agent without the consent of any Lender. The parties hereto agree that (i) Bank of America, N.A., in its individual capacity or in its capacity as the Resigning Administrative Agent, or any of its Affiliates, shall not bear any responsibility or liability for any actions taken or omitted to be taken by the Administrative Agent under the Agency Assignment Agreement, the Credit Agreement, this Amendment (with respect to actions taken or omitted to be taken after giving effect to the Administrative Agent Replacement) or any other Loan Documents or the transactions contemplated by any of the foregoing and (ii) Jefferies Finance LLC, in its individual capacity or in its capacity as the Administrative Agent, or any of its Affiliates, shall not bear any responsibility or liability for any actions taken or omitted to be taken by the Resigning Administrative Agent under the Agency Assignment Agreement, the Credit Agreement, this Amendment (with respect to actions taken or omitted to be taken prior to giving effect to the Administrative Agent Replacement) or any other Loan Documents or the transactions contemplated by any of the foregoing.

SECTION 5.    Conditions to Effectiveness. This Amendment is subject to the provisions of Section 9.02 of the Credit Agreement and shall become effective upon, and only upon, the satisfaction or waiver of each of the following conditions precedent by the Administrative Agent, in its sole discretion (other than (i) Subsection 5(h) below, which may not be waived by the Administrative Agent without the consent of the Borrower and (ii) Subsections 5(a), 5(k), 5(l)(v)(2) and 5(p) (solely with respect to Subsections 5(a), 5(k) and 5(l)(v)(2)), which may not be waived by the Administrative Agent without the consent of the Resigning Administrative Agent) (the date of such satisfaction or waiver, the “Amendment No. 1 Effective Date”):

(a)    Amendment. The Administrative Agent and the Resigning Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Resigning Administrative Agent, the Administrative Agent, the Required Lenders, the Exchanging Term Lenders and the Additional Term Lenders.

(b)    Borrowing Notice. The Administrative Agent shall have received a Committed Loan Notice as required by Section 2.03 of the Amended Credit Agreement.

(c)    Legal Opinions. The Administrative Agent shall have received written opinion (addressed to the Administrative Agent and the Lenders) of (i) Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Borrower and certain Loan Parties, with respect to certain matters prior to the Amendment No. 1 Effective Date, (ii) Lowenstein Sandler LLP, counsel for Intermediate Holdings and certain Loan Parties and (iii) the local counsels acceptable to the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent.

(d)    Corporate Deliverables. The Administrative Agent shall have received (i) a certificate of the Secretary of each Loan Party certifying (x) copies attached thereto of the resolutions of the board of directors or other applicable authorizing body or Person of such Loan Party authorizing and empowering certain officers of such Loan Party to effect such borrowings or other transactions hereunder as such officers may deem necessary or desirable for proper corporate purposes, subject to the limitations set forth in such resolutions, (y) copies attached

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thereto of the Certificate of Incorporation and by-laws (or similar organizational documents) of such Loan Party and (z) the names and true signatures of the officers of such Loan Party executing this Amendment by such Loan Party hereunder, substantially in the form of Exhibit E to the Amended Credit Agreement, and (ii) a certificate from the relevant Secretary of State dated a date reasonably close to the Amendment No. 1 Effective Date to the good standing of and organizational documents filed by each Loan Party.

(e)     Solvency Certificate. The Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit I to the Amended Credit Agreement, dated the Amendment No. 1 Effective Date and signed by a Financial Officer of Intermediate Holdings.

(f)    Representations and Warranties. Each of (x) the Specified Representations and (y) the Specified Merger Agreement Representations shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date; provided that any representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein).

(g)    No Company MAE. Since the date of the Delta Merger Agreement, there has not been any adverse change, event, effect or circumstance that has resulted in, or would reasonably be expected to result in, a “Company Material Adverse Effect” (as defined in the Delta Merger Agreement (as in effect on the date hereof)).

(h)    Consummation of the Delta Merger. The Delta Merger shall have been consummated in accordance with the terms of the Delta Merger Agreement; provided, however, that the Delta Merger Agreement shall not have been amended, modified or waived, and the Borrower (or its applicable affiliate) shall not have consented to any action thereunder or pursuant thereto which would require the consent of the Borrower (or its applicable affiliate) under the Delta Merger Agreement, in each case, in any manner that would be materially adverse to the interest of the Lenders in their respective capacities as such without the consent of the Amendment No. 1 Arranger (it being understood and agreed that (1) any decrease in the consideration to be paid on the Delta Merger Closing Date under the Delta Merger Agreement shall be deemed to be materially adverse to the interests of the Lenders unless such decrease does not exceed 10.0% of the consideration under the Delta Merger Agreement on the date hereof or pursuant to any purchase price or similar adjustment provisions set forth in the Delta Merger Agreement (as in effect on the date hereof), (2) any increase in the consideration to be paid on the Delta Merger Closing Date under the Delta Merger Agreement shall be deemed to be not materially adverse to the interests of the Lenders, provided that such increase is funded by increasing the Cash Contribution (as defined in the Debt Commitment Letter (as defined in the Delta Merger Agreement)) and (3) any change to the definition of “Company Material Adverse Effect” or any similar definition shall be deemed to be materially adverse to the interests of the Lenders.

(i)    Use of Proceeds. Substantially concurrently with the funding of the Replacement Term Loans and the 2022 Incremental Term Loans, the Borrower shall apply the proceeds of the Replacement Term Loans and the 2022 Incremental Term Loans to (i) consummate the Delta Merger and for the other Delta Merger Transactions, (ii) repay in full the outstanding principal amount of the Refinanced Term Loans, together with all accrued but unpaid interest, fees and expenses in connection therewith and (iii) pay related fees and/or expenses in connection with the foregoing.

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(j)    Sponsor Contributions. Substantially concurrently with the initial funding of the Replacement Term Loans and the 2022 Incremental Term Loans, the Sponsor shall have (i) contributed an amount in cash (up to the Cash Contribution amount) necessary to consummate the purchase of the Equity Interests of the Borrower contemplated by the Delta Merger Agreement, (ii) made the Cash Payment (as defined in the Debt Commitment Letter) to the extent required as of the Amendment No. 1 Effective Date pursuant to the terms of the Capital Commitment Letter (as defined in the Delta Merger Agreement), (iii) consummated the Rollover Contribution (as defined in the Debt Commitment Letter) and (iv) entered into the agreement(s) or instrument(s) governing the Debt Contribution (as defined in the Debt Commitment Letter) to effect the Debt Contribution on or promptly following the Amendment No. 1 Effective Date. The Administrative Agent shall have received a certificate from Intermediate Holdings, in form and substance reasonably satisfactory to the Administrative Agent, confirming that the Parent has received the proceeds from the Sponsor contributions as set out in this paragraph (j) and specifying in reasonable detail the amounts of the contributions and payments in subclauses (i), (ii) and (iii) of this paragraph (j). Intermediate Holdings shall provide a draft of such certificate to the Administrative Agent at least two Business Days prior to the Amendment No. 1 Effective Date.

(k)    Agency Transfer Agreement. The Resigning Administrative Agent, the Borrower and the Administrative Agent shall have entered into the Agency Assignment Agreement.

(l)    Fees and Expenses. The Administrative Agent, the Amendment No. 1 Arranger and the Lenders shall have received (i) any original issue discount or upfront fees due and payable to Additional Term Lenders, (ii) an amount equal to the sum of (x) the principal of and unpaid interest accrued to the Amendment No. 1 Effective Date on the outstanding Refinanced Term Loans of such Lender and (y) all fees and other amounts owing to or accrued for the account of each such Non-Consenting Lender under the Credit Agreement (including any amounts under Sections 2.11 and 2.12 of the Credit Agreement) in respect of such Refinanced Term Loans, to each Lender that holds Refinanced Term Loans immediately prior to giving effect to this Amendment, for the repayment in full of all such Refinanced Term Loans, (iii) an amount equal to all accrued and unpaid interest on its Exchanged Term Loans up to but not including the Amendment No. 1 Effective Date to each Exchanging Term Lender, (iv) a consent fee payable to each Exchanging Term Lender who has executed the Lender Consent by 5:00 p.m. (New York City time) on January 31, 2022, in an amount equal to 0.50% of the stated principal amount of such Lender’s Existing Term Loans, which consent fee shall be payable on, and subject to the occurrence of, the Amendment No. 1 Effective Date, and (v) all reasonable accrued fees, out-of-pocket costs and expenses and other amounts in connection with this Amendment, including, to the extent invoiced at least two Business Days prior to the Amendment No. 1 Effective Date, reimbursement or payment of all out-of-pocket expenses (including (1) the reasonable and documented fees of Latham & Watkins LLP, legal counsel to Jefferies, other legal fees and expenses, title premiums, survey charges and recording taxes and fees and (2) and the reasonable and documented fees of Cahill Gordon & Reindel LLP, legal counsel to the Resigning Administrative Agent) required to be reimbursed or paid by the Borrower hereunder.

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(m)    KYC. Each Loan Party shall have provided (i) the documentation and other information requested by the Lenders that is required by authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Act, in each case as requested at least ten Business Days prior to the Amendment No. 1 Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have provided a Beneficial Ownership Certification in relation to the Borrower at least two Business Days prior to the Amendment No. 1 Effective Date.

(n)    Promissory Notes. The Administrative Agent shall have received an executed promissory note with respect to each Lender that requested such promissory note at least one Business Day prior to the Amendment No. 1 Effective Date and in a form approved by the Administrative Agent.

(o)    ABL Credit Agreement and Indenture Amendments. The Administrative Agent shall have received executed (i) Amendment No. 4 to the ABL Credit Agreement and (ii) supplemental indentures effecting the consents described in that certain consent solicitation statement of the Borrower, dated as of January 20, 2022, to the indentures governing the Borrower’s 6.125% senior secured notes due 2026, 8.250% senior notes due 2027, 8.50% senior notes due 2029 and such other series of notes or debentures of the Borrower for which the requisite consents have been obtained and accepted by the Borrower (it being understood that the supplemental indenture(s) with respect to such other series of notes or debentures shall only be required to be received to the extent that the requisite consents have been so obtained and accepted) pursuant to the consent solicitation described in such consent solicitation statement, in the case of clauses (i) and (ii) above, in form and substance reasonably satisfactory to the Administrative Agent.

(p)    Termination Date. The conditions precedent specified in clause (a) through (o) above shall have been satisfied on or before the Termination Date (as defined below).

SECTION 6.    Representations and Warranties. As of the date hereof, the Borrower represents and warrants as follows:

(a)    The Borrower is a corporation duly formed, validly existing and in good standing under the laws of its jurisdiction of formation.

(b)    This Amendment has been duly authorized, executed and delivered by the Borrower and is in full force and effect as of the date hereof, and the agreements and obligations of the Borrower contained herein constitute legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

(c)    The execution, delivery and performance of this Amendment by the Borrower do not violate any provision of any of the Borrower’s charter or by-laws.

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SECTION 7.    Reference to and Effect on the Credit Agreement and the Loan Documents.

(a)    On and after the Amendment No. 1 Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Amended Credit Agreement.

(b)    The Credit Agreement and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case as amended by this Amendment.

(c)    The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

(d)    On and after the Amendment No. 1 Effective Date, each reference in the Amended Credit Agreement and each of the other Loan Documents to the “Administrative Agent” shall mean and be a reference to Jefferies, as successor to the Resigning Administrative Agent. On and after the Amendment No. 1 Effective Date, the Resigning Administrative Agent’s powers, rights, privileges and duties (other than such rights and duties otherwise agreed to in writing and other than such rights that survive pursuant to the terms of the Loan Documents) as “Administrative Agent” shall be terminated without any further act or deed on the part of the Resigning Administrative Agent or any of the parties to the Credit Agreement or the Lenders.

SECTION 8.    Execution in Counterparts. This Amendment may be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile, tif and .pdf) and shall be considered an original. For purposes hereof, the words “execution,” “execute,” “executed,” “signed,” “signature” and words of like import shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formulations on electronic platforms, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. This Amendment may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Amendment. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention.

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SECTION 9.    GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 10.    Reaffirmation. By executing and delivering a copy hereof, each Loan Party hereby consents to this Amendment and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges and grants of security interests, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment, such guarantees, pledges and grants of security interests, and the terms of each of the Collateral Documents to which it is a party, shall continue to be in full force and effect, including to secure the Obligations. For the avoidance of doubt, on and after the Amendment No. 1 Effective Date, this Amendment shall for all purposes constitute a Loan Document. The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment shall not constitute a novation of the Credit Agreement and the other Loan Documents as in effect prior to the Amendment No. 1 Effective Date.

SECTION 11.    Amendment No. 1 Arranger. The Borrower and the Lenders agree that (a) the Amendment No. 1 Arranger shall be entitled to the privileges, indemnification, immunities and other benefits afforded to the Arrangers under the Amended Credit Agreement and (b) the Amendment No. 1 Arranger shall have no duties, responsibilities or liabilities with respect to this Amendment, the Amended Credit Agreement or any other Loan Document. The Borrower hereby consents to the assignments (other than in the case of an assignment to a Disqualified Lender) of the Additional Term Loans by each Additional Term Lender and the Amendment No. 1 Arranger.

SECTION 12.    Post-Closing Obligations. With respect to the Mortgaged Properties, Intermediate Holdings and the Borrower hereby agree to deliver and the Administrative Agent shall have received the items set forth on Schedule 2 to this Amendment after the Amendment No. 1 Effective Date (or such later date as permitted by the Administrative Agent in its reasonable discretion) within the time period specified thereon.

SECTION 13.    Termination. This Amendment will terminate automatically on the earlier of (the “Termination Date”): (i) the date of termination of the Delta Merger Agreement and (ii) 5:00 p.m., New York City time, on June 30, 2022; unless (x) the Delta Merger shall have been consummated prior to such time and (y) the Amendment No. 1 Effective Date shall have occurred prior to such time.

[Signature Pages Follow]

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

Signature Page to Amendment No. 1 to RRD Credit Agreement

ACKNOWLEDGED BY:

Signature Page to Amendment No. 1 to RRD Credit Agreement

Signature Page to Amendment No. 1 to RRD Credit Agreement

Signature Page to Amendment No. 1 to RRD Credit Agreement

Signature Page to Amendment No. 1 to RRD Credit Agreement

Signature Page to Amendment No. 1 to RRD Credit Agreement

Signature Page to Amendment No. 1 to Credit Agreement

(Lender Consent)

On file with the Administrative Agent.

SCHEDULE 1

ADDITIONAL TERM LOANS

EXCHANGED TERM LOANS

[On file with the Administrative Agent.]

SCHEDULE 2

POST-CLOSING OBLIGATIONS

1.    Prior to 11:59 p.m. on the Amendment No. 1 Effective Date (or such later time as may be agreed to by the Administrative Agent in its sole discretion), the Administrative Agent shall have received from (a) Intermediate Holdings, a duly executed joinder to the Amendment No. 1 in a form satisfactory to the Administrative Agent, a duly executed guarantee agreement (substantially consistent with the Guarantee Agreement) and a pledge agreement (substantially consistent with the Pledge Agreement), together with the certificates representing the certificated Equity Interests of the Borrower and an undated stock power for each such certificate executed in blank by a Responsible Officer of Intermediate Holdings, (b) the Borrower evidence of UCC financing statement filings with respect to Intermediate Holdings and (c) Lowenstein Sandler LLP, counsel for Intermediate Holdings, a written legal opinion addressed to the Administrative Agent and the Lenders (the “Intermediate Holdings Documentation”).

2.    Within one hundred-twenty (120) days after the Amendment No. 1 Effective Date (unless waived or extended by the Administrative Agent in its reasonable discretion), the Administrative Agent shall have received the following items with respect to each existing Mortgaged Property:

(a)    An amendment to each existing Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Administrative Agent;

(b)    A date down, modification, so called “non-impairment” or other endorsement to the existing Mortgage Policy, which shall be in form and substance reasonably satisfactory to the Administrative Agent (the “Mortgage Policy Endorsements”);

(c)    A customary legal opinion or opinions regarding the enforceability of the applicable Mortgage Amendment and such other matters customarily covered in real estate mortgage enforceability opinions and otherwise in form and substance reasonably satisfactory to the Administrative Agent; and

(d)    Such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the Mortgage Policy Endorsements and evidence of payment by the Borrower of all applicable title insurance premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendment and issuance of the Mortgage Policy Endorsements to the extent invoiced.

EXHIBIT A

AMENDED CREDIT AGREEMENT

[See attached.]

EXHIBIT A TO AMENDMENT NO. 1

Execution Version

Published CUSIP No. 74971KAJ4

CREDIT AGREEMENT

Dated as of October 15, 2018,

amended as of the Amendment No. 1 Effective Date,

among

R.R. DONNELLEY & SONS COMPANY,

as Borrower,

THE LENDERS PARTY HERETO,

and

BANK OF AMERICA, N.A.JEFFERIES FINANCE LLC,

as Administrative Agent

BANK OF AMERICA, N.A.,

CITIGROUP GLOBAL MARKETS INC.,

JPMORGAN CHASE BANK, N.A.,

PNC CAPITAL MARKETS LLC

and

WELLS FARGO SECURITIES, LLC,

as Joint Lead Arrangers and Joint Bookrunners,

CITIGROUP GLOBAL MARKETS INC.,

JPMORGAN CHASE BANK, N.A.,

PNC CAPITAL MARKETS LLC

and

WELLS FARGO SECURITIES, LLC,

as Co-Syndication Agents,

and

U.S. BANK NATIONAL ASSOCIATION

and

SUNTRUST ROBINSON HUMPHREY, INC.,

as Co-Documentation Agents

Table of Contents

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CREDIT AGREEMENT, dated as of October 15, 2018 (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”), among R.R. DONNELLEY & SONS COMPANY, a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time and BANK OF AMERICA, N.A.JEFFERIES FINANCE LLC, as Administrative Agent.

The parties hereto agree as follows:

ARTICLE I

Definitions

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

“2019 Notes” means the Borrower’s 11.25% senior notes due 2019.

“ 2022 Incremental Term Lender” means a Lender with a 2022 Incremental Term Loan Commitment or an outstanding 2022 Incremental Term Loan.

“2022 Incremental Term Loan Commitments” has the meaning assigned to such term in Amendment No. 1.

“2022 Incremental Term Loans” has the meaning assigned to such term in Amendment No. 1.

“ABL Agent” means Wells Fargo Bank of America, N.A., National Association, as administrative agent under the ABL Credit Agreement or any successor thereto acting in such capacity.

“ABL Collateral” has the meaning assigned to such term in the ABL Intercreditor Agreement.

“ABL Credit Agreement” means (i) that certain Second Amended and Restated Credit Agreement, dated as of September 29, 2017, amended as of the ClosingAmendment No. 1 Effective Date and as amended, supplemented, restated, amended and restated, extended or otherwise modified from time to time after the ClosingAmendment No. 1 Effective Date, among the Borrower, the Subsidiary Guarantors, the lenders party thereto, the ABL Agent and the other parties thereto, and (ii) any other credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of any Debt or other financial accommodation that has been incurred to refinance or replace (subject to the limitations set forth herein) in whole or in part and with the same or different lenders, in a greater or lesser principal or commitment amount, the Debt and other obligations outstanding under (x) the credit agreement referred to in clause (i) or (y) any subsequent ABL Credit Agreement, unless such agreement or instrument expressly provides that it is not intended to be and is not an ABL Credit Agreement hereunder. Any reference to the ABL Credit Agreement hereunder shall be deemed a reference to any ABL Credit Agreement then in existence.

“ABL Intercreditor Agreement” means that certain ABL Intercreditor Agreement, dated as of the Closing Date, by and among the Administrative Agent, the ABL Agent and the other parties thereto from time to time, substantially in the form of Exhibit F.

“ABL Loan Documents” has the meaning assigned to the term “Loan Documents” (or similar term) in the ABL Credit Agreement.

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

“ABR Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Act” has the meaning assigned to such term in Section 9.14.

“ Additional Term Loan Commitments” has the meaning assigned to such term in Amendment No. 1.

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment.

“Administrative Agent” means Bank of America in its capacity as the contractual representative and agent for all of the Secured Parties for purposes of this Agreement, as designated and appointed in accordance with Article VIII, and any successor thereto as provided herein.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 9.01, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

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

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with such Person. For purposes of this Agreement and the other Loan Documents, Jefferies LLC and its Affiliates shall be deemed to be Affiliates of Jefferies Finance LLC and its Affiliates.

“Agent Parties” has the meaning assigned to such term in Section 9.01(c).

“Aggregate Exposure” means, with respect to any Lender at any time, the aggregate then outstanding principal amount of such Lender’s Term Loans.

“Agreement” has the meaning assigned to such term in the preamble to this Credit Agreement.

“All-in Yield” means, as to any Loans (or other Debt, if applicable), the yield thereon to Lenders (or other lenders, as applicable) providing such Loans (or other Debt, if applicable) in the primary syndication thereof, whether in the form of interest rate, margin, original issue discount, upfront fees, rate floors or otherwise; provided, that original issue discount and upfront fees shall be equated to interest rate based on an assumed four year average life (or, if less, the stated life to maturity at the time of the incurrence of such Loans or other Debt, if applicable); provided, further, that “All-in Yield” shall not include arrangement, commitment, underwriting, structuring or similar fees (regardless of whether paid in whole or in part to any or all lenders), other fees not paid generally to all lenders of such Loans (or other Debt, if applicable) and customary consent fees for an amendment paid generally to consenting lenders; and provided, further, any Debt that is fixed rate Debt shall, for the purpose of determining the “All-InAll-in Yield,” be swapped to a floating rate on a customary match maturity basis.

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“Alternate Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime rate” and (c) the Eurodollar RateAdjusted Term SOFR for a one-month tenor in effect on such day plus 1.00%. The “prime rate” is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change.

“ Amendment No. 1 Arranger” has the meaning assigned to such term in Amendment No. 1.

“ Amendment No. 1 Effective Date” has the meaning assigned to such term in Amendment No. 1.

“ Amendment No. 1 ” means Amendment No. 1 to this Agreement, dated as of the Amendment No. 1 Effective Date, by and among the Borrower, Bank of America, N.A., as the resigning administrative agent, the Administrative Agent and the Lenders party thereto.

“Anti-Corruption Laws” has the meaning assigned to such term in Section 3.18.

“Applicable Percentage” means, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Exposure of all Lenders represented by the Aggregate Exposure of such Lender (or, if all Term Loans have been repaid, such percentage immediately prior to such repayment).

“Applicable Rate” means (a) for each Term B Loan (including the Replacement Term Loans), 5.00% for EurodollarSOFR Loans and 4.00% for ABR Loans and (b) for each Type of Incremental Term Loan (other than the 2022 Incremental Term Loans), such per annum rates as shall be agreed to by the Borrower and the applicable Incremental Term Lenders as shown in the applicable Incremental Assumption Agreement.

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

“Asset Acquisition” means:

(1)    an Investment by the Borrower or any Restricted Subsidiary in any other Person if, as a result of such Investment, such Person shall become a Restricted Subsidiary, or shall be merged with or into the Borrower or any Restricted Subsidiary, or

(2)    the acquisition by the Borrower or any Restricted Subsidiary of all or substantially all of the assets or equity interests of any other Person or any division or line of business of any other Person.

“Asset Sale” means any sale, issuance, conveyance, transfer, lease, assignment or other disposition by the Borrower or any Restricted Subsidiary to any Person other than the Borrower or any Guarantor (including by means of a sale and leaseback transaction, a merger or consolidation or an LLC Division) (collectively, for purposes of this definition, a “transfer”), in one transaction or a series of related transactions, of any assets of the Borrower or any of its Restricted Subsidiaries other than dispositions of

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inventory in the ordinary course of business. For purposes of this definition, the term “Asset Sale” shall not include:

(1)    transfers of cash or Permitted Investments;

(2)    transfers of assets (including Equity Interests) that are governed by, and made in accordance with, Section 6.06;

(3)    Restricted Payments not prohibited by Section 6.03 and Investments not prohibited by Section 6.02;

(4)    the creation of any Lien permitted by Section 6.05;

(5)    transfers of assets that are (i) damaged, worn out or obsolete or (ii) replaced by or exchanged for assets of similar suitability and value;

(6)    dispositions of property by the Borrower or any Subsidiary to the Borrower or to a Restricted Subsidiary that is a Wholly Owned Subsidiary; provided that if the transferor of such property is a Loan Party, the transferee thereof must be a Loan Party;

(7)    Involuntary Dispositions;

(8)    Asset Swaps (including assumption of liabilities or obligations in connection therewith) useful in the business of the Borrower and its Subsidiaries;

(9)    sales or grants of licenses, cross-licenses or sublicenses to use the patents, trade secrets, know-how and other Intellectual Property or other intangible assets, the abandonment, cancellation or other disposition of Intellectual Property, and licenses, leases or subleases or other occupancy arrangements of other assets, of the Borrower or any Restricted Subsidiary, to the extent not materially interfering with the required use of such property by the Borrower and the Restricted Subsidiaries;

(10)    the sale or discount of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof (and not as part of any financing of receivables);

(11)    Dispositions of Investments to the extent required by, or made pursuant to, customary buy/sell arrangements between the holders of Equity Interests pursuant to shareholders’ or joint venture agreements or similar arrangements; and

(12)    any transfer or series of related transfers that, but for this clause, would be Asset Sales, if the aggregate Fair Market Value of the assets transferred in such transaction or any such series of related transactions does not exceed $10,000,000.; and

(13)     any dispositions of assets in connection with or relating to the Delta Merger Transactions.

“Asset Swap” means any exchange of assets of the Borrower or any Restricted Subsidiary for assets of another Person (including Equity Interests of a Person whose primary business in a Related Business) that are intended to be used by the Borrower or any Restricted Subsidiary in a Related Business.

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“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.05), and accepted by the Administrative Agent, in substantially the form of Exhibit A (or, in the case of assignments to the Borrower or any of its Subsidiaries, in substantially the form of Exhibit B) or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

“Auction Manager” has the meaning assigned to such term in Section 2.19(a).

“Auction Procedures” means auction procedures with respect to Purchase Offers set forth in Exhibit J hereto.

“Available Amount” means, as at any date of determination, an amount determined on a cumulative basis equal to, without duplication:

(a)    the Retained Excess Cash Flow Amount (commencing with the fiscal year of the Borrower ending December 31, 2022); plus

(b)    the cumulative amount of all Declined Prepayment Amounts; plus

(c)    the net cash proceeds of any sale of Qualified Equity Interests by, or capital contribution to the common equity of, the Borrower (other than by a Restricted Subsidiary or in connection with the consummation of the Delta Merger) and not utilized as the basis for any other Restricted Payment, Investment or prepayment of Debt hereunder; plusminus

(d)    in the event that any Unrestricted Subsidiary designated as such after the Closing Date is redesignated as a Restricted Subsidiary or has been merged or consolidated with or into or transfers or conveys its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary of the Borrower, or the Equity Interests of such Unrestricted Subsidiary or such Unrestricted Subsidiary’s assets are sold or otherwise disposed of to another Person (other than another Unrestricted Subsidiary), in each case after Closing Date, the lesser of (i) the Fair Market Value of the Investments of the Borrower and its Restricted Subsidiaries in such Unrestricted Subsidiary made utilizing the Available Amount at the time of such redesignation, merger, consolidation, liquidation, transfer or conveyance, or of such sale or disposition of the Equity Interests or assets of such Unrestricted Subsidiary, as applicable, and (ii) the Fair Market Value of the original Investments of the Borrower and its Restricted Subsidiaries in such Unrestricted Subsidiary made utilizing the Available Amount; minus

(d)     [reserved];

(e)    the cumulative amount of Restricted Payments made with the Available Amount from and after the Closing Date and on or prior to such time; minus

(f)    the cumulative amount of Investments made with the Available Amount from and after the Closing Date and on or prior to such time (net of any dividends, distributions, profits, returns or similar amounts in respect of any such Investments (not to exceed the original amount of such Investments)); minus

(g)    the cumulative amount of Debt prepaid with the Available Amount from and after the Closing Date and on or prior to such time.

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

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

“Basel III” means, collectively, those certain agreements on capital requirements, leverage ratios and liquidity standards contained in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems,” “Basel III: International Framework for Liquidity Risk Measurement, Standards and Monitoring,” and “Guidance for National Authorities Operating the Countercyclical Capital Buffer,” each as published by the Basel Committee on Banking Supervision in December 2010 (as revised from time to time), and as implemented by a Lender’s primary U.S. federal banking regulatory authority or primary non-U.S. financial regulatory authority, as applicable.

“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 Section 4975 of the Internal Revenue 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 Internal Revenue Code) the assets of any such “employee benefit plan” or “plan.”

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

“Board of Directors” means the Board of Directors of the Borrower or any committee thereof duly authorized to act on behalf of such Board of Directors.

“Bona Fide Debt Fund” means any fund or investment vehicle that is primarily engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and other similar extensions of credit in the ordinary course.

“Borrower” means R.R. Donnelley & Sons Company, a Delaware corporationhas the meaning assigned to such term in the preamble to this Credit Agreement.

“Borrower Materials” has the meaning assigned to such term in Section 9.17.

“Borrowing” means a Loan of the same Class and Type, made, converted or continued on the same date and, in the case of EurodollarSOFR Loans, as to which a single Interest Period is in effect.

“Borrowing Date” means any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that when used in connection with a EurodollarSOFR Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market.

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“ CAM” means Chatham Asset Management, LLC, a Delaware limited liability company, together with its Affiliates.

“Capital Expenditures” means, without duplication, all expenditures made (whether made in the form of cash or other property) or costs incurred for the acquisition or improvement of fixed or capital assets of the Borrower and its Restricted Subsidiaries (excluding normal replacements and maintenance which are properly charged to current operations), in each case that are (or should be) set forth as capital expenditures in a consolidated statement of cash flows of the Borrower and its Restricted Subsidiaries for such period, in each case prepared in accordance with GAAP.

“CFC” means a Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code or a Subsidiary of such a Subsidiary.

“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) compliance by any Lender (or, for purposes of Section 2.11(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of 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 (including the rules for systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated) promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States 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 created, adopted or issued, but only to the extent it is the general policy of a Lender to impose applicable increased costs or costs in connection with capital adequacy and liquidity requirements similar to those described in clauses (a) and (b) of Section 2.11 generally on other similarly situated borrowers under similar circumstances under agreements permitting such impositions; provided that such Lender shall only be required to certify compliance with such requirement and shall not be obliged to provide any other information.

“Change of Control” means (i) if any Person, or a group of Persons acting in concert, other than the Permitted Holders, shall at any time acquire beneficial ownership (within the meaning of Rule 13d-3 of the Commission under the Exchange Act), directly or indirectly, of Voting Stock of the Borrower representing 35% or more of the combined voting power of all Voting Stock of the Borrower or (ii) if Intermediate Holdings at any time ceases to directly own 100% of the Voting Stock of the Borrower.

Notwithstanding the foregoing, (1) a transaction in which the Borrower becomes a subsidiary of another Person (other than a Person that is an individual) shall not constitute a Change of Control if the shareholders of the Borrower immediately prior to such transaction beneficially own, directly or indirectly through one or more intermediaries, the same proportion of voting power of the outstanding classes or series of the Borrower’s Voting Stock as such shareholders beneficially own immediately following the consummation of such transaction; provided that such Person shall become a Guarantor hereunder in accordance with the terms of Section 5.09(b) (assuming that the requirements thereunder that apply to newly acquired Restricted Subsidiaries apply to such Person) and thereafter (i) all covenants applicable to a Restricted Subsidiary shall apply to such Person, (ii) all financial calculations and financial statements made by reference to the Borrower shall be made by reference to such Person and (iii) the Administrative Agent and the Borrower shall enter into an amendment to this Agreement (which shall not require the

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consent of any other Lender) to give effect to the foregoing; and (2) a transaction in which the Borrower consolidates with or merges into another U.S. Person shall not constitute a Change of Control if (A) the outstanding Voting Stock of the Borrower is converted into or exchanged for the Voting Stock (other than Disqualified Equity Interests) of the surviving Person, and (B) immediately after such merger or consolidation, (x) no person or group (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is the beneficial owner (as such term is defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 35% of the aggregate voting power of all outstanding classes or series of such surviving Person’s Voting Stock and (y) Intermediate Holdings directly owns 100% of the aggregate voting power of all outstanding classes or series of such surviving Person’s Voting Stock.

For purposes of this definition, a Person shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

“Class” (a) when used in reference to any Loans or Borrowing, refers to whether such Loans or the Loans comprising such Borrowing, are Term B Loans, Incremental Term Loans established as a new Class of Loans, Extended Term Loans established as a new Class of Loans or Refinancing Term Loans established as a new Class of Loans, (b) when used in reference to any Commitments, refers to whether such Commitment is in respect of a commitment to make Term B Loans, Incremental Term Loans of a given Class, Extended Term Loans of a given Class or Refinancing Term Loans of a given Class, and (c) when used in reference to any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments. Incremental Term Loans, Extended Term Loans or Refinancing Term Loans that have different terms and conditions shall be construed to be in different Classes.

“Closing Date” means the date on which the conditions precedent set forth in Section 4.01 shall have been satisfied (or waived in accordance with Section 9.02)October 15, 2018.

“Closing Date Mortgaged Properties” has the meaning assigned to such term in the definition of “Mortgaged Properties.”

“Co-Documentation Agents” means U.S. Bank National Association and SunTrust Robinson Humphrey, Inc., as co-documentation agents.

“Co-Syndication Agents” means Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A., PNC Capital Markets LLC and Wells Fargo Securities, LLC, as co-syndication agents.

“Collateral” means all of the “Pledged Collateral,” “Collateral” and “Mortgaged Property” referred to in the Collateral Documents and all property pledged or granted (or purported to be pledged or granted) as collateral pursuant to the Security Agreement and the other Collateral Documents.

“Collateral Documents” means, collectively, the Security Agreement, the Pledge Agreement, each of the Mortgages, each other security document, mortgage, pledge agreement or collateral agreement executed and delivered in connection with this Agreement and/or the other Loan Documents and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“Commission” or “SEC” means the Securities and Exchange Commission or any federal body succeeding to its principal functions.

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“Commitment” means, with respect to each Lender (to the extent applicable), such Lender’s Incremental Commitment and Term Loan Commitment, as applicable.

“Committed Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of EurodollarSOFR Loans, pursuant to Section 2.05(a), which shall be substantially in the form of Exhibit K 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.

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

“Consolidated Debt” means the total debt of the Borrower and its Consolidated Restricted Subsidiaries, as determined on a consolidated basis in accordance with GAAP.

“Consolidated EBITDA” means, for any period,

(a)    Consolidated Net Income for such period, plus

(1)    to the extent deducted in computing such Consolidated Net Income for such period, the sum (without duplication) of

(2)    all income taxes of the Borrower and its Consolidated Restricted Subsidiaries paid or accrued in accordance with GAAP,

(3)    Consolidated Interest Expense,

(4)    depreciation and amortization in accordance with GAAP,

(5)    any non-cash charges, accruals or reserves for extraordinary, unusual or nonrecurring items,

(6)    all non-cash compensation expense,

(7)    all other non-cash charges, expenses or losses, including any impairment (including any impairment of intangibles and goodwill) (excluding any non-cash charge, expense or loss that results in an accrual of a reserve for cash charges in any future period and any non-cash charge, expense or loss relating to write-offs, write downs or reserves with respect to accounts receivable or inventory),

(8)    any loss or gain on extinguishment of debt, and

(9)    any restructuring and impairment charges and any cash charges in respect of non-recurring or unusual items, minus

(9)     any restructuring and impairments charges or expenses and any fees, charges or other expenses paid or incurred in connection with any actual or proposed non-ordinary course Investment, asset sale, acquisition, recapitalization or issuance of capital stock or incurrence of Debt or any amendment or modification of Debt, or any other non-recurring or unusual items (including the Delta Merger Transaction Expenses to the extent paid (and not reimbursed) or incurred by the Borrower and its Consolidated Restricted Subsidiaries), and

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(10)     any reasonable good faith estimates of factually supportable and identifiable cost savings resulting from the Delta Merger Transactions that have been realized or for which the steps necessary for realization have been taken and are expected to be realized within 12 months of the Amendment No. 1 Effective Date, in an amount not to exceed, when aggregated with any cost savings pursuant to clause (B)(i) of the definition of “Pro Forma Basis”, 10% of Consolidated EBITDA before giving effect to such cost savings for any measurement period, which cost savings can be reasonably computed, as certified in writing in an Officer’s Certificate executed by a Responsible Officer of the Borrower and delivered to the Administrative Agent, minus

(b)    (i) to the extent added in computing Consolidated Net Income for such period, total interest income, as determined in accordance with GAAP and (ii) the payment of cash, if any, when actually paid, with respect to any charge, accrual or reserve that was deducted in determining Consolidated Net Income in such period, but added back in any prior period pursuant to clause (b)(iv).

“Consolidated Interest Expense” means, for any period, on a Pro Forma Basis (a) total interest expense of the Borrower and its Consolidated Restricted Subsidiaries for such period, as determined in accordance with GAAP, plus (b) without duplication, the consolidated interest, fees, yield or discount accrued during such period on the aggregate outstanding investment or claim held by purchasers, assignees or other transferees of (or of interests in) receivables of the Borrower and its Consolidated Restricted Subsidiaries in connection with securitization transactions (regardless of the accounting treatment of such securitization transactions).

“Consolidated Net Income” means, for any period, the consolidated net earnings (or loss) after taxes of the Borrower and its Consolidated Restricted Subsidiaries for such period, as determined in accordance with GAAP.

“Consolidated Restricted Subsidiary” means any Consolidated Subsidiary that is a Restricted Subsidiary.

“Consolidated Subsidiary” means, at any date, any Subsidiary the accounts of which would be consolidated with those of the Borrower in its consolidated financial statements at such date in accordance with GAAP.

“Consolidated Working Capital” means, with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided that increases or decreases in Consolidated Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.

“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 legally bound.

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“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.

“Current Assets” means, with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis at any date of determination, all assets (other than cash, Permitted Investments or other cash equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries as current assets at such date of determination, other than amounts related to current or deferred taxes based on income or profits.

“Current Liabilities” means, with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis at any date of determination, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries as current liabilities at such date of determination, other than (a) the current portion of any Debt, (b) accruals of Consolidated Interest Expense (excluding Consolidated Interest Expense that is due and unpaid), (c) accruals for current or deferred taxes based on income or profits, (d) accruals, if any, of transaction costs resulting from the Transactions, and (e) accruals of any costs or expenses related to (i) severance or termination of employees prior to the Closing Date or (ii) bonuses, pension and other post-retirement benefit obligations.

“Debt” means (but without duplication of any item) (i) indebtedness for borrowed money or for the deferred purchase price of property or services other than (x) trade accounts payable on customary terms in the ordinary course of business and (y) financial obligations under management consulting contracts or noncompete agreements with unaffiliated Persons entered into in connection with the acquisition of the businesses of such Persons, (ii) obligations evidenced by bonds, debentures, notes or other similar instruments, (iii) obligations as lessee under leases which shall have been or should be, in accordance with GAAP as of the Closing Date, recorded as capital leases, (iv) the maximum amount available to be drawn under letters of credit (including standby and commercial); provided that letters of credit that are cash collateralized, up to a maximum aggregate amount of $50,000,000 at any one time, shall not be deemed Debt, (v) net obligations under any Hedging Obligations and (vi) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clause (i), (ii), (iii), (iv) or (v) above.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, 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.

“Declined Prepayment Amount” has the meaning assigned to such term in Section 2.07(e).

“Declining Term Lender” has the meaning assigned to such term in Section 2.07(e).

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

“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 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

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writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the 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 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) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, other than via an Undisclosed Administration, (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 Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the 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 other Lender promptly following such determination.

“Delta Merger” has the meaning assigned to such term in Amendment No. 1.

“ Delta Merger Agreement” has the meaning assigned to such term in Amendment No. 1.

“ Delta Merger Closing Date” has the meaning assigned to such term in Amendment No. 1.

“ Delta Merger CoC Financing” has the meaning assigned to such term in Amendment No. 1.

“ Delta Merger Debt Exchange” has the meaning assigned to such term in Amendment No. 1.

“ Delta Merger Financing” has the meaning assigned to such term in Amendment No. 1.

“ Delta Merger Transaction Expenses” means any and all fees (including consent fees), costs or expenses incurred or paid by the Permitted Holders, Intermediate Holdings, the Parent, the Borrower or any of their respective Subsidiaries in connection with or related to the Delta Merger Agreement or the Delta Merger Transactions, including any payments to officers, employees and directors as change of control payments, severance payments, special or retention bonuses, or stock options.

“ Delta Merger Transactions” has the meaning assigned to such term in Amendment No. 1.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

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“Designated Non-Cash Consideration” means the Fair Market Value of non-cash consideration received by the Borrower or any of its Restricted Subsidiaries in connection with an Asset Sale, less the amount of cash received in connection with a subsequent disposition of or collection on such Designated Non-Cash Consideration.

“Designation” has the meaning assigned to such term in the definition of “Unrestricted Subsidiary.”

“Designation Amount” has the meaning assigned to such term in the definition of “Unrestricted Subsidiary.”

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

“Disposition” means, with respect to any property, any sale, lease, license, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Disqualified Equity Interests” of any Person means any class of Equity Interests of such Person that, by its terms, or by the terms of any related agreement or of any security into which it is convertible, puttable or exchangeable, is, or upon the happening of any event or the passage of time would be, required to be redeemed by such Person, whether or not at the option of the holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, in each case on or prior to the date that is 91 days after the Term B Maturity Date; provided, however, that any class of Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity Interests that are not Disqualified Equity Interests, and that is not convertible, puttable or exchangeable for Disqualified Equity Interests or Debt, will not be deemed to be Disqualified Equity Interests so long as such Person satisfies its obligations with respect thereto solely by the delivery of Equity Interests that are not Disqualified Equity Interests; provided, further, however, that any Equity Interests that would not constitute Disqualified Equity Interests but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests are convertible, exchangeable or exercisable) the right to require the Borrower to redeem such Equity Interests upon the occurrence of a change of control, asset sale or casualty or condemnation event occurring prior to the 91st day after the Term B Maturity Date shall not constitute Disqualified Equity Interests if such Equity Interests specifically provide that the Borrower will not redeem any such Equity Interests pursuant to such provisions prior to the Obligations (other than contingent obligations not yet accrued and payable) having been paid in full.

“Disqualified Lenders” means, as of any date, (a) those Persons identified by the Borrower in writing to the Administrative Agent prior to September 18, 2018, (b) competitors of the Borrower and its Subsidiaries that are identified by the Borrower to the Administrative Agent in writing from time to time not less than three Business Days prior to such date after the Closing Date and (c) any Affiliate of any Person described in clauses (a) or (b) above that is identified by the Borrower to the Administrative Agent in writing from time to time or clearly identifiable solely on the basis of its name as an Affiliate of such Person, other than an Affiliate of such Person that is a Bona Fide Debt Fund; provided, that Disqualified Lenders shall exclude any Person that the Borrower has designated as no longer being a “Disqualified Lender” by written notice delivered to the Administrative Agent from time to time.

“Dollars” and the sign “$” each mean the lawful currency of the United States.

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“Domestic Subsidiary” means any Subsidiary of the Borrower that is organized under the laws of the United States, any state thereof or the District of Columbia.

“DQ List” has the meaning assigned to such term in Section 9.05(f)(iv).

“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.

“Environmental Action” means any administrative, regulatory or judicial action, suit, demand, demand letter, claim, notice of noncompliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, Environmental Permit or Hazardous Materials or arising from alleged injury or threat of injury to the environment, including (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or any third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

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

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“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, and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting; provided that “Equity Interests” shall not include convertible Debt securities.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“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 Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue 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

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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 or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, or the treatment of a Pension Plan amendment as a termination, under Section 4041 or 4041A of ERISA, (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) receipt of notice from the PBGC of its intent to take action under Section 4042 of ERISA to terminate or appoint 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 Section 430 or 432 of the Internal Revenue Code or Section 303 or 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.

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

“Eurodollar Rate” means:

(a)    for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”) or a comparable or successor rate, determined in accordance with Section 2.10, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and

(b)     for any interest calculation with respect to any loan bearing interest at the Alternate Base Rate on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two  Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day; and

provided  that (i) to the extent a comparable or successor rate is determined in accordance with Section 2.10 in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent and (ii) in the event that the Eurodollar Rate as determined above for any Term B Loan would otherwise be less than 0.00%, such Eurodollar Rate shall be deemed to be 0.00%.

“Event of Default” has the meaning assigned to such term in Section 7.01.

“Excess Cash Flow” means, for any period, an amount equal to the excess of:

(a)    the sum, without duplication, of

(i)    Consolidated Net Income for such period,

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(ii)    an amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated Net Income,

(iii)    decreases in Consolidated Working Capital for such period (other than any such decreases arising from acquisitions or dispositions outside the ordinary course of business by the Borrower and its Restricted Subsidiaries completed during such period),

(iv)    cash receipts by the Borrower and its Restricted Subsidiaries in respect of Hedging Obligations during such fiscal year to the extent not otherwise included in such Consolidated Net Income,

(v)    the amount by which tax expense deducted in determining such Consolidated Net Income for such period exceeded taxes (including penalties and interest) paid in cash or tax reserves set aside or payable (without duplication) by the Borrower and its Restricted Subsidiaries in such period,

(vi)    any losses on Asset Sales to the extent reflected in Consolidated Net Income for such period,

(vii)    any non-cash losses reflected in Consolidated Net Income for such period due solely to fluctuations in currency values and the related tax effects according to GAAP, and

(viii)    any non-cash extraordinary, unusual or nonrecurring loss (or the tax effect of any such extraordinary, unusual or nonrecurring loss) reflected in Consolidated Net Income for such period, over

(b)    the sum, without duplication, of

(i)    an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income,

(ii)    without duplication of amounts deducted pursuant to clause (ix) below in prior years, the amount of Capital Expenditures or acquisitions of Intellectual Property made in cash during such period by the Borrower and its Restricted Subsidiaries, except to the extent that such Capital Expenditures or acquisitions were financed with the proceeds of Debt of the Borrower or its Restricted Subsidiaries (other than under any revolving credit facility),

(iii)    the aggregate amount of all principal payments of Debt of the Borrower and its Restricted Subsidiaries (including (A) the principal component of payments in respect of capital lease obligations, (B) the amount of any scheduled repayment of Term Loans, but excluding all other prepayments of Term Loans, and (C) all prepayments in respect of any revolving credit facility, but only to the extent there is an equivalent permanent reduction in commitments thereunder), except to the extent financed with the proceeds of other Debt (other than under any revolving credit facility) of the Borrower or its Restricted Subsidiaries,

(iv)    increases in Consolidated Working Capital for such period (other than any such increases arising from acquisitions or dispositions outside the ordinary course of business by the Borrower and its Restricted Subsidiaries completed during such period or the application of purchase accounting),

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(v)    payments by the Borrower and its Restricted Subsidiaries during such period in respect of long-term liabilities of the Borrower and its Subsidiaries other than Debt, to the extent not already deducted from Consolidated Net Income, except to the extent financed with the proceeds of other Debt (other than under any revolving credit facility) of the Borrower or its Restricted Subsidiaries,

(vi)    without duplication of amounts deducted pursuant to clause (ix) below in prior fiscal years, the aggregate amount of cash consideration paid by the Borrower and its Subsidiaries (on a consolidated basis) in connection with Investments (including acquisitions) made during such period pursuant to Section 6.02 (except for those Investments made under Sections 6.02(a), (b), (c), (d), (f), (g), (i) and (j)) to the extent that such Investments were financed with internally generated cash flow of the Borrower and its Restricted Subsidiaries,

(vii)    the amount of Restricted Payments during such period (on a consolidated basis) by the Borrower and its Restricted Subsidiaries made in compliance with Section 6.03 (other than Sections 6.03(b) (except to the extent a Restricted Payment is made pursuant to Section 6.03(b) to a Person that is not the Borrower or a Restricted Subsidiary), (c), (f) and (j)) to the extent such Restricted Payments were financed with internally generated cash flow of the Borrower and its Restricted Subsidiaries,

(viii)    the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and its Restricted Subsidiaries during such period that are made in connection with any prepayment of Debt to the extent that such payments are not deducted in calculating Consolidated Net Income and were not funded with the proceeds of other Debt (other than Debt under any revolving credit facility) of the Borrower or its Restricted Subsidiaries,

(ix)    without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by the Borrower or any of its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Asset Acquisitions, Capital Expenditures or acquisitions of Intellectual Property to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such period, provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such Asset Acquisition, Capital Expenditures or acquisitions of Intellectual Property during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters,

(x)    the amount of taxes (including penalties and interest) paid in cash or tax reserves set aside or payable (without duplication) in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period,

(xi)    cash expenditures in respect of Hedging Obligations during such fiscal year to the extent not deducted in arriving at such Consolidated Net Income,

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(xii)    any gains on Asset Sales to the extent reflected in Consolidated Net Income for such period,

(xiii)    any non-cash gains reflected in Consolidated Net Income for such period due solely to fluctuations in currency values and the related tax effects according to GAAP,

(xiv)    any non-cash extraordinary, unusual or nonrecurring gain (or the tax effect of any such extraordinary, unusual or nonrecurring gain) reflected in Consolidated Net Income for such period, and

(xvi)    cash payments made during such period for any liability the accrual of which in a prior period did not reduce Consolidated Net Income (and so increased Excess Cash Flow in such prior period) (provided that (1) there was no other deduction to Consolidated Net Income or Excess Cash Flow related to such payment and (2) such payment is not otherwise excluded pursuant to clauses (b)(i) through (b)(xv) above).

“Excess Cash Flow Period” means each fiscal year of the Borrower, commencing with the fiscal year of the Borrower ending December 31, 20192022.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Debt” means all Debt permitted to be incurred under Section 6.01.

“Excluded Property” has the meaning assigned thereto in the Security Agreement.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, (a) Taxes imposed on or measured by such recipient’s net income (however denominated), franchise Taxes, and branch profits Taxes, in each case imposed by a jurisdiction as a result of (i) such recipient being organized under the laws of, having its principal office in or, in the case of any Lender, having its applicable lending office in such jurisdiction (or any political subdivision thereof) or (ii) any other present or former connection between such recipient and such jurisdiction (including such recipient carrying on a trade or business, having a permanent establishment or being a resident for tax purposes in such jurisdiction), other than any connection arising solely from such recipient having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest under or engaged in any other transaction pursuant to any Loan Documents (including, for the avoidance of doubt, any backup withholding in respect of any such Taxes), (b) any Taxes attributable to such Lender’s failure to comply with Section 2.13(e), (c) in the case of a Lender, any U.S. federal withholding Tax that is imposed on amounts payable to such Lender with respect to an applicable interest in a Loan or Commitment pursuant to the laws in force at the time such Lender (i) acquires such interest in the Commitment (or, to the extent a Lender acquires an interest in a Loan without acquiring an interest in the corresponding Commitment, the Loan), provided that this clause (c)(i) shall not apply to a Lender that acquires its applicable interest pursuant to a request by the Borrower under Section 2.15, or (ii) designates a new lending office, except in each case to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the designation of a new lending office (or assignment), to receive additional amounts from any Loan Party with respect to such withholding Tax pursuant to Section 2.13 and (d) any withholding Tax imposed pursuant to FATCA.

“ Existing Term B Commitment” means, as to any Term B Lender, the obligation of such Term B Lender to make Term B Loans in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01A or in the Assignment and Assumption or Incremental Assumption

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Agreement pursuant to which such Term B Lender became a party hereto as the same may be changed from time to time pursuant to the terms of this Agreement (including as increased, extended or replaced as provided in Section 2.02, 2.17 and 2.18). The aggregate amount of all Existing Term B Commitments as of the Closing Date was $550,000,000.

“ Existing Term B Loans” means the Term Loans made pursuant to the Existing Term B Commitment.

“ExpressMap” means, with respect to any Mortgaged Property, an aerial map depicting material improvements utilized in connection with such Mortgaged Property, issued by a survey provider that has been selected by the Borrower and is reasonably acceptable to the Administrative Agent and in form and substance reasonably acceptable to the Administrative Agent, and is otherwise sufficient to allow the issuance of the Mortgage Policy with respect to such Mortgaged Property without any exception (other than customary exceptions) for such matters as would be shown on an accurate survey of the Mortgaged Property and with a standard “land same as survey” and such other customary survey related endorsements as the Administrative Agent may reasonably request.

“Extended Term Loan” has the meaning assigned to such term in Section 2.17(a).

“Extending Lender” has the meaning assigned to such term in Section 2.17(a).

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

“Extension Amendment” has the meaning assigned to that term in Section 2.17(b).

“Fair Market Value” means, with respect to any asset, as determined by the Borrower, the price (after taking into account any liabilities relating to such assets) that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction.

“Facility” means any Term Facility.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code as of the date hereofClosing Date (and any amended or successor version thereof that is substantively comparable and not materially more onerous to comply with), any current or future Treasury regulations or other official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code as of the date of this Agreement (or any amended or successor version described above), and any intergovernmental agreement, treaty or convention among Governmental Authorities (and any related legislation, rules or official administrative practices) implementing any of the foregoing.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent; provided that if Federal Funds Rate shall be less than zero, such rate shall be deemed zero for purpose of this Agreement.

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“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.

“First Priority Debt” means Consolidated Debt that is secured by a first-priority Lien on any Collateral.

“First Priority Debt Leverage Ratio” means, on a Pro Forma Basis as of any date of determination, the ratio of (a) First Priority Debt as of such date, less Unrestricted Cash of the Borrower and its Restricted Subsidiaries as of such date, if any, in an amount not to exceed $150,000,000, to (b) Consolidated EBITDA for the most recent four fiscal quarter period preceding such date for which financial statements have been or were required to be delivered pursuant to Section 5.01(a) or (b) (or, prior to the delivery of any such financial statements, the latest financial statements referred to in Section 3.04).

“Flood Documentation” means with respect to each improved Mortgaged Property, (i) a completed “life-of-loan” Federal Emergency Management Agency standard flood hazard determination (to the extent an improved Mortgaged Property has a building or mobile home located in a Special Flood Hazard Area, together with a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto) and (ii) a copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance policies, along with a copy of the underlying policies (if requested by the Administrative Agent) required by Section 5.05 hereof and the applicable provisions of the Collateral Documents, the property policy shall (A) be endorsed or otherwise amended to include a “standard” lender’s loss payable or mortgagee endorsement (as applicable), (B) the general liability policy shall name the Administrative Agent, on behalf of the Secured Parties, as additional insured, (C) sufficiently identify the property located in a Special Flood Hazard Area, the applicable flood zone designation and the flood insurance coverage and deductible relating thereto and (D) be otherwise in form and substance reasonably satisfactory to the Administrative Agent, subject to the provisions of Section 5.05.

“Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (v) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“ Floor” means a rate of interest equal to 0.50% per annum.

“Foreign Lender” means any Lender that is not a “United States person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

“Foreign Subsidiary” means any Subsidiary of the Borrower that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States as set forth in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and other sources as described in FASB ASC 105, “Generally Accepted Accounting Principles,” 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, local, provincial or otherwise 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) and any group or

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body charged with setting regulatory capital rules or standards (including the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Debt 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 Debt or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Debt or other obligation of the payment or performance of such Debt 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 Debt or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Debt 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 Debt or other obligation of any other Person, whether or not such Debt or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Debt 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.

“Guarantee Agreement” means the Guarantee Agreement to be executed and delivered by each Subsidiary Guarantor, substantially in the form of Exhibit C.

“Guarantors” means Intermediate Holdings and each Subsidiary Guarantor.

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

“Hedging Obligations” of any Person means the obligations of such Person under Swap Contracts.

“HMT” has the meaning assigned to such term in the definition of “Sanction(s).”

“Incremental Amount” means, at any time, the sum of:

(a)    the excess (if any) of

(i)    (x) the aggregate amount of all voluntary prepayments of Term Loans made prior to such time plus (y) the aggregate amount of cash actually paid by the Borrower in respect of repurchases of Term Loans made prior to such time (other than, in the case of clauses (x) and (y), prepayments and repurchases made with the proceeds of long-term Debt (it being understood that drawings under the ABL Credit Agreement are not considered to be proceeds of long-term Debt)); over

(ii)    the aggregate amount of all Incremental Term Loan Commitments established after the Closing Date and prior to such time pursuant to Section 2.02 and the

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aggregate amount of all commitments in respect of Incremental Equivalent Debt established after the Closing Date and prior to such time pursuant to Section 6.01(m), in each case in reliance on this clause (a); and

(b)    any amounts so long as immediately after giving pro forma effect to the establishment of any Incremental Term Loan Commitments or the commitments in respect of any Incremental Equivalent Debt, any Asset Acquisition or other transaction consummated concurrently therewith or to be consummated with the proceeds of the loans or other extensions of credit made thereunder, if, (x) in the case of Incremental Facilities or Incremental Equivalent Debt, in each case, constituting First Priority Debt, the First Priority Debt Leverage Ratio is equal to or less than 2.001.90 to 1.00, (y) in the case of Incremental Equivalent Debt constituting Priority Debt (other than First Priority Debt), the Priority Debt Leverage Ratio is equal to or less than 3.001.90 to 1.00 and (z) in the case of Incremental Equivalent Debt of the Borrower that is unsecured and is not guaranteed by any Subsidiary of the Borrower, the Total Leverage Ratio is equal to or less than 5.003.60 to 1.00, and in each case of clauses (x), (y) and (z), calculated (i) as if any Incremental Term Loan Commitments or the commitments in respect of any Incremental Equivalent Debt were fully drawn on the effective date thereof and (ii) without netting any of the proceeds of any of such Incremental Facility or Incremental Equivalent Debt; provided that solely for the purposes of calculating the First Priority Debt Leverage Ratio to determine whether an Incremental Facility or Incremental Equivalent Debt may be incurred pursuant to this clause (b), such calculation shall be made without giving effect to any amount incurred simultaneously under clause (a).

“Incremental Assumption Agreement” means an Incremental Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and, if applicable, one or more Incremental Term Lenders. For the avoidance of doubt, the Amendment No. 1 shall constitute an “Incremental Assumption Amendment”.

“Incremental Assumption Amendment” means any amendment to the Incremental Assumption Agreement.

“Incremental Commitment” means an Incremental Term Loan Commitment.

“Incremental Equivalent Debt” means Debt incurred by one or more of the Loan Parties in the form of one or more series of pari passu notes, junior lien term loans or notes, subordinated term loans or notes or senior unsecured term loans or notes; provided that the requirements applicable to the incurrence of Incremental Term Loans shall not apply; provided further, that such Debt (a) shall not be secured by any property or assets of the Loan Parties or any Restricted Subsidiary other than Collateral, and unless such Debt is unsecured, a Senior Representative acting on behalf of the holders of such Debt shall have become party to a customary intercreditor agreement reasonably satisfactory to the Borrower and the Administrative Agent reflecting the priority of the Liens securing such Debt, (b) shall not be guaranteed by any Person other than one or more Loan Parties, (c) shall not mature prior to the Latest Maturity Date in effect at the time such Debt is incurred, (d) shall not have a Weighted Average Life to Maturity shorter than the Weighted Average Life to Maturity of the Term Loans at the time such Debt is incurred, (e) in the case of Incremental Equivalent Debt in the form of one or more series of pari passu notes, Section 2.02(b)(iv) shall apply and (f) shall have covenants and events of default that are not more restrictive, taken as a whole, than the terms applicable to the Term Loans at the time such Debt is incurred (except for covenants and events of default applicable only to periods after the Latest Maturity Date in effect at the time such Debt is incurred or after the Obligations in effect at such time (other than contingent obligations not yet accrued and payable) have been paid in full), as reasonably determined by the Borrower in good faith.

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“Incremental Facility” means the Incremental Commitments and the Incremental Loans made thereunder.

“Incremental Loan” means an Incremental Term Loan.

“Incremental Term Facility” means the Incremental Term Loan Commitments and the Incremental Term Loans made thereunder.

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

“Incremental Term Loan Commitment” means the commitment of any Lender, established pursuant to Section 2.02, to make Incremental Term Loans to the Borrower.

“Incremental Term Loans” means any term loans borrowed in connection with an Incremental Assumption Agreement.

“Indemnified Taxes” means all Taxes imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document, other than Excluded Taxes.

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

“Ineligible Institution” means (a) a Defaulting Lender, (b) except with respect to assignments made pursuant to Section 2.19, the Borrower, any of its Subsidiaries or any of its Affiliates, or (c) a company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof.

“Information” has the meaning assigned to such term in Section 9.13.

“Inside Maturity Notes” means each of, individually, (a) the 2019 Notes, and (b) the Borrower’s (i) 7.625% senior notes due 2020, (ii) 7.875% senior notes due 2021, (iii) 8.875% debentures due 2021, (iv) 7.00% senior notes due 2022 and (v) 6.50% senior notes due 2023.

“Insolvency or Liquidation Proceeding” means:

(a)    any voluntary or involuntary case or proceeding under any Debtor Relief Law with respect to any Loan Party;

(b)    any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Loan Party or with respect to a material portion of their respective assets;

(c)    any liquidation, dissolution, reorganization or winding up of any Loan Party, whether voluntary or involuntary, whether or not under a court’s jurisdiction or supervision, and whether or not involving insolvency or bankruptcy; or

(d)    any general assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Loan Party.

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“Insurance Policy Debt” means Debt of the Borrower or any of its Restricted Subsidiaries under policies of life insurance now or hereafter owned by the Borrower or any of its Restricted Subsidiaries under which policies the sole recourse for such borrowing is against such policies.

“Intellectual Property” has the meaning assigned thereto in the Security Agreement.

“Interest Election Request” means a request in the form of Exhibit K (or any other form approved by the Administrative Agent (acting reasonably)) by the Borrower to convert or continue a Borrowing in accordance with Section 2.05.

“Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any EurodollarSOFR Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a EurodollarSOFR Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“Interest Period” means, as to any EurodollarSOFR Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such EurodollarSOFR Loan and ending one week, one month, two months, three months or six months (or, if available to all Lenders under the applicable Facility, twelve months or any other period acceptable to the Administrative Agent) thereafter, as selected by the Borrower in its Committed Loan Notice, as the case may be, given with respect thereto, and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such EurodollarSOFR Loan and ending one week, one month, two months, three months or six months (or, if agreed to by all Lenders under the applicable Facility, twelve months or any other period acceptable to the Administrative Agent) thereafter, as selected by the Borrower by irrevocable Committed Loan Notice to the Administrative Agent not later than 12:00 noon, New York City time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(i)    if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii)    the Borrower may not select an Interest Period for a Term Loan that would extend beyond the date the final payment is due on such Term Loan; and

(iii)    any Interest Period relating to a Eurodollar RateSOFR Loan of at least one month’s duration 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 a calendar month.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

“ Intermediate Holdings” has the meaning assigned to such term in Amendment No. 1 .

“ Intermediate Holdings Documentation” has the meaning assigned to such term in Amendment No. 1 .

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“Investment” means, as to any Person, any direct or indirect Asset Acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) an Asset Acquisition, less any amount paid, repaid, returned, distributed or otherwise received in cash in respect of any Investment. The amount of any Investment shall be the amount actually invested without adjustment for subsequent increases or decreases in value.

“Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of the Borrower or any Subsidiary.

“Junior Debt” means Debt for borrowed money, other than Debt incurred under or pursuant to the ABL Credit Agreement, that is (x) unsecured, or (y) by its terms subordinated or junior in right of payment or security to the Obligations.

“Junior Debt Restricted Payment” means, any payment or other distribution (whether in cash, securities or other property), directly or indirectly made by the Borrower or any of its Restricted Subsidiaries, of or in respect of principal of or interest on any Junior Debt (or any Permitted Refinancing thereof); provided, that the following shall not constitute a Junior Debt Restricted Payment:

(a)    any Permitted Refinancing thereof permitted to be incurred under Section 6.01;

(b)    payments of regularly scheduled interest and fees due thereunder, other non-principal payments thereunder, any mandatory prepayments of principal, interest and fees thereunder, scheduled payments thereon necessary to avoid the Junior Debt from constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(l) of the Internal Revenue Code, and principal on the scheduled maturity date of any Junior Debt;

(c)    payments or distributions in respect of all or any portion of the Junior Debt with the proceeds from the substantially concurrent issuance, sale or exchange by the Borrower of Qualified Equity Interests; provided that such net cash proceeds are not included in any determination of the Available Amount; or

(d)    the conversion of any Junior Debt to Qualified Equity Interests of the Borrower; provided that such amounts are not included in any determination of the Available Amount.

“Latest Maturity Date” means, at any date of determination, the latest maturity date in respect of any Class of Term Loans, in each case then in effect on such date of determination.

“LCT Election” has the meaning assigned to such term in Section 1.08.

“LCT Test Date” has the meaning assigned to such term in Section 1.08.

“Lead Arrangers” means, collectively, Bank of America, N.A., Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A., PNC Capital Markets LLC and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners.

“Lender Presentation” means the Lender Presentation dated September 2018 and made available to the Lenders in connection with this Agreement.

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“Lenders” means the Persons listed on Schedule 1.01A and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or any Incremental Assumption Agreement, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“LIBOR” has the meaning assigned to such term in the definition of “Eurodollar Rate.”

“LIBOR Screen Rate” means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine LIBOR (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).

“LIBOR Successor Rate” has the meaning assigned to such term in Section 2.10(b).

“LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Alternate Base Rate, Eurodollar Rate, or Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption of such LIBOR Successor Rate 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 that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines in consultation with the Borrower).

“Lien” means, with respect to any asset, any security interest, mortgage, pledge, lien, claim, charge or encumbrance of any kind in respect of such asset.

“Limited Condition Transaction” means each of any (i) Permitted Acquisition or other similar permitted Investment whose consummation is not conditioned on the availability of, or on obtaining, third-party financing, (ii) redemption, repurchase, defeasance, satisfaction and discharge or repayment of Debt requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment, (iii) Disposition or (iv) irrevocable declaration of a dividend.

“LLC Division” means the statutory division of any limited liability company into two or more limited liability companies pursuant to Section 18-217 of the Delaware Limited Liability Company Act or any comparable transaction under any similar law.

“Loan Documents” means this Agreement, the Guarantee Agreement, the Collateral Documents, the ABL Intercreditor Agreement, Amendment No. 1, any Incremental Assumption Agreement, Extension Amendment or Refinancing Amendment and any amendments or waivers to any of the foregoing.

“Loan Parties” means the Borrower, Intermediate Holdings and each Subsidiary Guarantor.

“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, property or financial condition of the Borrower and its Restricted Subsidiaries taken as a whole or that results in a material impairment of the ability of the Borrower to perform any payment obligations hereunder or (b) the validity or enforceability of this Agreement or the other Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.

“Margin Stock” has the meaning assigned to it in Regulation U issued by the Board.

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“Material Real Property” means any parcel of Real Property owned in fee by the Borrower or any other Loan Party located in the United States and having a gross book value (determined on a per property basis) greater than or equal to $5,500,000 as of (x) the Closing Date, for Real Property then owned or (y) the date of acquisition, for Real Property acquired after the Closing Date, in each case, as determined by the Borrower in good faith.

“Material Subsidiary” means any Restricted Subsidiary of the Borrower which, at the time of determination, (i) shall own assets comprising in excess of 2% of all of the assets of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis or (ii) has net sales for the four fiscal quarters most recently ended in excess of 2% of the net sales of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis.; provided, that if, at any time and from time to time after the Amendment No. 1 Effective Date, Subsidiaries that are not Guarantors solely because their individual contribution to total assets and/or net sales does not meet at least one of the thresholds set forth above have aggregate contributions to such total assets or net sales in excess of 10% as of or for the four fiscal quarters most recently ended, then the Borrower shall, not later than 90 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) after the date by which financial statements for such fiscal quarter are required to be delivered pursuant to this Agreement (or such longer period as the Administrative Agent may agree in its reasonable discretion), (i) designate in writing to the Administrative Agent one or more of such Subsidiaries as “Material Subsidiaries” to the extent required such that the foregoing condition ceases to be true and (ii) comply with the provisions of Section 5.09 applicable to such Subsidiary.

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

“Mortgage Policy” has the meaning assigned to such term in Section 5.09(e)(iii)(A).

“Mortgaged Properties” means the Material Real Properties that are identified on Schedule 1.01B (the “Closing Date Mortgaged Properties”) and each additional Material Real Property encumbered by a Mortgage pursuant to Section 5.09.

“Mortgages” means, collectively, the mortgages, trust deeds, deeds of trust, deeds to secure debt, assignments of leases and rents, debentures, and other security documents securing the Obligations (including amendments to any of the foregoing) executed and delivered by a Loan Party to the Administrative Agent with respect to Mortgaged Properties (either as stand-alone documents or forming part of other Collateral Documents), each in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, in each case, as amended, supplemented or otherwise modified from time to time.

“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 Proceeds” means:

(a)    100% of the cash proceeds actually received by the Borrower or any Restricted Subsidiary (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise,

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and including casualty insurance settlements and condemnation awards, but in each case only as and when received) from any Asset Sale or any Recovery Event made or occurring after the Closing Date, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer Taxes, deed or mortgage recording Taxes, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (ii) required payments of Debt that is secured by a Lien permitted hereunder (other than pursuant to the Loan Documents and other than Incremental Equivalent Debt or other obligations secured by a Lien that is junior to the Liens securing the Obligations), including payments required under the ABL Credit Agreement with respect to assets or property constituting ABL Collateral, (iii) repayments of Incremental Term Loans and Incremental Equivalent Debt secured by a Lien that is pari passu with the Liens securing the Obligations (limited to its proportionate share of such prepayment, based on the amount of such then outstanding Debt as a percentage of all then outstanding Term Loans, Incremental Term Loans and Incremental Equivalent Debt secured by a Lien that is pari passu with the Liens securing the Obligations), (iv) Taxes paid or payable (in the good faith determination of the Borrower) as a direct result thereof, and (v) in the case of an Asset Sale, the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any Taxes deducted pursuant to clause (i) or (iv) above) (x) related to any of the applicable assets and (y) retained by the Borrower or any of the Subsidiaries including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations (provided that (1) the amount of any reduction of such reserve (other than in connection with a payment in respect of any such liability), prior to the date occurring 18 months after the date of the respective Asset Sale, shall be deemed to be cash proceeds of such Asset Sale occurring on the date of such reduction and (2) the amount of any such reserve that is maintained as of the date occurring 18 months after the date of the applicable Asset Sale shall be deemed to be Net Proceeds from such Asset Sale as of such date); provided, that, if the Borrower shall deliver an Officer’s Certificate to the Administrative Agent promptly following receipt of any such proceeds indicating the Borrower’s election to retain such proceeds in order for it to be able to use anya portion of such proceeds, the Borrower may use up to the Reinvestment Percentage of such proceeds (x) within 12 months of such receipt, to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of the Borrower and the Subsidiaries or to make Asset Acquisitions and other Investments permitted hereunder (excluding Permitted Investments or intercompany Investments in Subsidiaries) or to reimburse the cost of any of the foregoing incurred on or after the date on which the Asset Sale giving rise to such proceeds was contractually committed (other than inventory) or (y) within six months of such receipt, to (A) repay outstanding amounts under the ABL Credit Agreement (with no requirement to permanently reduce commitments thereunder in connection therewith), in an amount (not including any outstanding amounts under the ABL Credit Agreement repaid pursuant to clause (B)(2) below) not to exceed $75,000,00050,000,000 in any calendar year or (B) in an aggregate amount not to exceed $400,000,000, (1) redeem, repurchase or repay Inside Maturity Notes and (2) repay outstanding amounts under the ABL Credit Agreement to the extent such amounts were drawn in order to redeem, repurchase or repay Inside Maturity Notes, in the case of clauses (1) and (2) above, so long as (other than with respect to the Specified Prepayment), after giving effect to such Asset Sale and such prepayment of Inside Maturity Notes, the Total Leverage Ratio, on a Pro Forma Basis, is no greater than the Total Leverage Ratio immediately prior to such Asset Sale, then such portion of such proceeds shall not constitute Net Proceeds except to the extent not (I) within 365 days of such receipt, so used or contractually committed to be so used for the purposes set forth in clause (x) above (it being understood that if any portion of such proceeds are not so used within such 365 day period but are contractually committed within such 365 day period to be used, then such remaining portion if not so used within 180 days following the end of such

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365 day period shall constitute Net Proceeds as of such date without giving effect to this proviso) or (II) within six months of such receipt, so used for the purposes set forth in clause (y) above; provided, further that no net cash proceeds calculated in accordance with the foregoing realized in a single transaction or series of related transactions shall constitute Net Proceeds unless such net cash proceeds realized shall exceed either (x) $10,000,000 in a single transaction or a series of related transactions or (y) $15,000,000 in the aggregate per fiscal year; and

(b)    100% of the cash proceeds from the incurrence, issuance or sale by the Borrower or any Restricted Subsidiary of any Debt (other than Excluded Debt, except for Refinancing Term Loans), net of all fees (including investment banking fees), commissions, costs and other expenses, in each case incurred in connection with such issuance or sale.

“Non-Bank Certificate” has the meaning assigned to such term in Section 2.13(e)(ii)(B)(3).

“Non-Consenting Lender” has the meaning assigned to such term in Section 2.15(c).

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

“Non-Loan Party” means any Restricted Subsidiary other than a Loan Party.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Borrower, Guarantor or Specified Pledgor arising under any Loan Document or otherwise with respect to any Loan, 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, fees and other amounts that accrue after the commencement by or against any Borrower, any Guarantor, any Specified Pledgor or any Affiliate of any thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, fees and other amounts are allowed claims in such proceeding.

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

“Officer’s Certificate” means a certificate of a Responsible Officer in form and substance reasonably acceptable to the Administrative Agent.

“Other Taxes” means all present or future stamp, documentary, intangible, recording, filing or similar Taxes arising from any payment made hereunder or under any other Loan Document or from the execution, delivery, registration or enforcement of, from the receipt or perfection of a security interest under or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are imposed with respect to an assignment (other than an assignment made pursuant to Section 2.15) as a result of any other present or former connection between such recipient and such jurisdiction (including such recipient carrying on a trade or business, having a permanent establishment or being a resident for tax purposes in such jurisdiction), other than any connection arising solely from such recipient having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest under or engaged in any other transaction pursuant to and/or enforced any Loan Documents.

“ Parent” means Chatham Delta Parent, Inc., a Delaware corporation and a Wholly Owned Subsidiary of CAM.

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“ Parent Entity” means, any beneficial owner, directly or indirectly, of 100% of the outstanding Voting Stock of the Borrower.

“Participant” has the meaning assigned to such term in Section 9.05(c).

“Participant Register” has the meaning assigned to such term in Section 9.05(c).

“PBGC” means the Pension Benefit Guaranty Corporation and its successors and assigns.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan but other than a Multiemployer Plan) that is maintained or is contributed to by the Borrower or any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Internal Revenue Code.

“Pension Funding Rules” means the rules of the Internal Revenue Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans set forth in Sections 412, 430, 431, 432 and 436 of the Internal Revenue Code and Sections 302, 303, 304 and 305 of ERISA.

“Perfection Certificate” means a certificate substantially in the form of Exhibit H-1 or any other form approved by the Administrative Agent (acting reasonably), as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

“Perfection Certificate Supplement” means a certificate substantially in the form of Exhibit H-2 or any other form approved by the Administrative Agent (acting reasonably).

“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Permitted Acquisition” means any Asset Acquisition so long as, (a) on a Pro Forma Basis, immediately after giving effect thereto, no Event of Default has occurred and is continuing and (b) the aggregate consideration paid by the Borrower and its Restricted Subsidiaries attributable to acquisitions of the Equity Interests of Persons that become Restricted Subsidiaries that (after giving effect to Section 5.09(b)) do not become Subsidiary Guarantors or assets that are acquired by Restricted Subsidiaries that are not Subsidiary Guarantors (and are not required to become Subsidiary Guarantors after giving effect to Section 5.09(b)) shall not exceed $100,000,000.

“Permitted Encumbrances” means Permitted Liens pursuant to Section 6.05(a), (k), (l), (m), (n), (p), (q), (t), (u)(ii) and (z).

“ Permitted Holders” means CAM and its Subsidiaries.

“Permitted Investments” means (1) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (2) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of one year or less from the date of acquisition issued by any commercial bank organized under the laws of the United States or any state thereof; (3) commercial paper of an issuer rated at least A-1 by S&P or P-1 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within one year from the date of acquisition; (4) repurchase obligations of any commercial bank satisfying the

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requirements of clause (2) of this definition with respect to securities issued or fully guaranteed or insured by the United States government; (5) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (6) securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (2) of this definition; (7) money market mutual or similar funds at least 90% of the assets of which are invested in assets satisfying the requirements of clauses (1) through (6) of this definition; (8) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P or Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000; and (9) in the case of any Foreign Subsidiary, investments substantially comparable to any of the foregoing investments with respect to the country in which such Foreign Subsidiary is organized.

“Permitted Liens” means Liens permitted by Section 6.05.

“Permitted Refinancing” means, with respect to any Debt, any refinancing thereof; provided, however, that: (a) no Event of Default shall have occurred and be continuing or would arise therefrom; (b) any such refinancing Debt shall (i) not have a stated maturity or weighted average life that is shorter than that of the Debt being refinanced (provided that the stated maturity or weighted average life may be shorter if the stated maturity of any principal payment (including any amortization payments) is not earlier than the earlier of (1) the stated maturity in effect prior to such refinancing or (2) 91 days after the Latest Maturity Date then in effect at the time of issuance), (ii) if the Debt being refinanced is subordinated by its terms or by the terms of any agreement or instrument relating to such Debt, be at least as subordinate to the Obligations as the Debt being refinanced (and (x) unsecured if the refinanced Debt is unsecured or (y) secured by Liens expressly junior in priority to the Liens securing the Obligations, if the refinanced Debt is secured by Liens expressly junior in priority to the Liens securing the Obligations) and (iii) be in a principal amount that does not exceed the principal amount so refinanced, plus accrued interest, plus any premium or other payment required to be paid in connection with such refinancing, plus, in either case, the amount of fees and reasonable expenses of the Borrower or any of its Restricted Subsidiaries incurred in connection with such refinancing; and (c) the sole obligor on such refinancing Debt shall be the Borrower or the original obligor on such Debt being refinanced; provided, however, that (i) any guarantor of the Debt being refinanced shall be permitted to guarantee the refinancing Debt and (ii) only to the extent such Debt being refinanced constitutes Priority Debt, any Loan Party shall be permitted to guarantee any such refinancing Debt of any other Loan Party.

“Person” means an individual, partnership, corporation (including a company or business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Plan” means any employee benefit plan (other than a Multiemployer 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.

“Plan of Reorganization” means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any proceeding under any Debtor Relief Law.

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

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“Pledge Agreement” means a pledge agreement in substantially the form of Exhibit D-2, as amended, modified, supplemented or restated, among the Administrative Agent and the Specified Pledgors.

“Priority Debt” means Consolidated Debt that is either (a) secured by a Lien on any assets of the Borrower or one or more Restricted Subsidiaries and/or (b) issued or guaranteed by one or more Restricted Subsidiaries.

“Priority Debt Leverage Ratio” means, on a Pro Forma Basis as of any date of determination, the ratio of (a) Priority Debt as of such date, less Unrestricted Cash of the Borrower and its Restricted Subsidiaries as of such date, if any, in an amount not to exceed $150,000,000, to (b) Consolidated EBITDA for the most recent four fiscal quarter period preceding such date for which financial statements have been or were required to be delivered pursuant to Section 5.01(a) or (b) (or, prior to the delivery of any such financial statements, the latest financial statements referred to in Section 3.04).

“Pro Forma Basis” means, with respect to any transaction, that for purposes of calculating the availability of baskets, commitment increases or incremental facilities, such transaction shall be deemed to have occurred as of the first day of the most recent four fiscal quarter period preceding the date of such transaction for which financial statements have been or were required to be delivered pursuant to Section 5.01(a) or (b) (or, prior to the delivery of any such financial statements, the latest financial statements referred to in Section 3.04). In connection with the foregoing, (a) with respect to any Disposition (i) income statement and cash flow statement items (whether positive or negative) attributable to the property disposed of shall be excluded to the extent relating to any period occurring prior to the date of such transaction (it being agreed that with respect to any Disposition, such pro forma calculations may include a reasonable estimate of corporate overhead costs and expenses attributable to the property, assets or Subsidiary Disposed of that will no longer be incurred following such Disposition) and (ii) Debt which is retired shall be excluded and deemed to have been retired as of the first day of the applicable period, and (b) with respect to any Asset Acquisition, (i) income statement and cash flow statement items attributable to the Person or property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are not otherwise included in such income statement and cash flow statement items for the Borrower and its Subsidiaries in accordance with GAAP and (B) such items are supported by financial statements or other information (it being agreed that with respect to any Asset Acquisition, such pro forma calculations may include a reasonable good faith estimate of factually supportable and identifiable cost savings resulting from such Asset Acquisition that have been realized or for which the steps necessary for realization have been taken and are expected to be realized within 12 months of the relevant transaction, in an amount not to exceed, when aggregated with any cost savings pursuant to clause (a)(10) of the definition of “Consolidated EBITDA”, 10% of Consolidated EBITDA before giving effect to such synergiescost savings for any measurement period, which cost savings can be reasonably computed, as certified in writing in an Officer’s Certificate executed by a Responsible Officer of the Borrower and delivered to the Administrative Agent); and (ii) any Debt incurred or assumed by the Borrower or any Subsidiary (including the Person or property acquired) in connection with such transaction and any Debt of the Person or property acquired which is not retired in connection with such transaction (A) shall be deemed to have been incurred as of the first day of the applicable period and (B) if such Debt has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Debt as at the relevant date of determination.

“Pro Rata Extension Offer” has the meaning assigned to such term in Section 2.17(a).

“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.

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“Public Lender” has the meaning assigned to such term in Section 9.17.

“Purchase Offer” has the meaning assigned to such term in Section 2.19(a).

“Qualified Equity Interests” of any Person means Equity Interests of such Person other than Disqualified Equity Interests. Unless otherwise specified, Qualified Equity Interests refer to Qualified Equity Interests of the Borrower.

“Real Property” means, collectively, all right, title and interest (including any leasehold estate) in and to any and all parcels of or interests in real property owned in fee simple or leased by any Loan Party, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, incidental to the ownership, lease or operation thereof.

“Recovery Event” means any event that gives rise to the receipt by the Borrower or any of its Restricted Subsidiaries of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon).

“refinance” means, in respect of any Debt, to refinance, extend, renew, refund, repay, prepay, or to issue other Debt in exchange or replacement for, such Debt.

“Refinancing Amendment” has the meaning assigned to such term in Section 2.18(c). For the avoidance of doubt, the Amendment No. 1 shall constitute a “Refinancing Amendment”.

“Refinancing Effective Date” has the meaning assigned to such term in Section 2.18(a).

“Refinancing Term Loans” has the meaning assigned to such term in Section 2.18(a). For the avoidance of doubt, the Replacement Term Loans shall constitute “Refinancing Term Loans”.

“Register” has the meaning assigned to such term in Section 9.05(b)(iv).

“ Reinvestment Percentage” means, with respect to clause (a) of the definition of “Net Proceeds”, (a) 25%, if the Total Leverage Ratio at the time of such reinvestment is less than or equal to 2.60 to 1.00 but greater than 2.10 to 1.00, (b) 50%, if the Total Leverage Ratio at the time of such reinvestment is less than or equal to 2.10 to 1.00 but greater than 1.60 to 1.00, or (c) 75%, if the Total Leverage Ratio at the time of such reinvestment is less than or equal to 1.60 to 1.00.

“Related Business” means (a) any business in which the Borrower or any Restricted Subsidiary was engaged on the Closing Date or any reasonable extension of such business, (b) the businesses of media, business services or business outsourcing and (c) any business or activity related, ancillary, incidental, synergistic or complementary to any business of the Borrower or any Restricted Subsidiary in which the Borrower or any Restricted Subsidiary was engaged on the Closing Date or any reasonable extension of such business (which shall include other businesses related to the handling and/or distribution of data used or processed in the businesses engaged in by the Borrower or any Subsidiary on the Closing Date).

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

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been waived.

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“ Replacement Term Loan” shall mean a Replacement Term Loan made by (or deemed made) a Lender to Borrower pursuant to Section 2.01(b).

“ Replacement Term Loan Commitment” shall mean, with respect to each Lender, the commitment, if any, of such Lender to make (or be deemed to make pursuant to an exchange of Existing Term Loans for Replacement Term Loans) a Replacement Term Loan hereunder on the Amendment No. 1 Effective Date in the amount set forth in Schedule 1 to the Amendment No. 1, as the same may be (a) increased or extended from time to time pursuant to Section 2.17 or Section 2.18 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.05. The aggregate principal amount of the Lenders’ Replacement Term Loan Commitments on the Amendment No. 1 Effective Date is $150,000,000.

“ Replacement Term Loan Lender” shall mean a Lender with a Replacement Term Loan Commitment or an outstanding Replacement Term Loan.

“Repricing Event” means (i) any prepayment or repayment of Term B Loans with the proceeds of, or conversion of all or any portion of the Term B Loans into, any new or replacement term loans bearing interest with an All-in Yield less than the All-in Yield applicable to the Term B Loans subject to such event or (ii) any amendment, waiver or consent to this Agreement which reduces the All-in Yield applicable to the Term B Loans (it being understood that any prepayment premium with respect to a Repricing Event shall apply to any required assignment by a Non-Consenting Lender in connection with any such amendment pursuant to Section 2.15(c)); provided that in no event shall any prepayment or repayment of Term B Loans in connection with a Change of Control or a Transformative Acquisition constitute a Repricing Event.

“Required Lenders” means, at any time, Lenders having Aggregate Exposure that, taken together, represents more than 50% of the Aggregate Exposure of all Lenders at such time; provided, that the Aggregate Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“Required Percentage” means, with respect to any Excess Cash Flow Period, 50%; provided, that, if the Total Leverage Ratio as of the end of such Excess Cash Flow Period is (x) less than or equal to 3.703.00 to 1.00 but greater than 3.202.50 to 1.00, such percentage shall be 25% or (y) less than or equal to 3.202.50 to 1.00, such percentage shall be 0%.

“Requirements of Law” means, as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule, regulation or official administrative pronouncement or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party, and solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

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“Restricted Payment” means (a) any dividend or other distribution (whether in cash, securities or other property) in respect of any Equity Interests in the Borrower or any Restricted Subsidiary, (b) any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests of the Borrower or any option, warrant or other right to acquire any such Equity Interests (other than convertible Debt instruments or securities) or (c) any Junior Debt Restricted Payment.

“Restricted Subsidiary” means any Subsidiary of the Borrower other than Unrestricted Subsidiaries. Each Subsidiary of the Borrower that is a Specified Pledgor shall constitute a Restricted Subsidiary at all times.

“Retained Excess Cash Flow Amount” means, as at any date of determination, an amount determined on a cumulative basis equal to, without duplication, (a) the cumulative amount of Excess Cash Flow for all Excess Cash Flow Periods completed prior to such date, minus (b) the amount of such Excess Cash Flow required to be applied to prepay the Loans pursuant to Section 2.07(c) during or with respect to such applicable Excess Cash Flow Periods (without giving effect to any reduction in respect of prepayments of Debt as provided in clause (ii) thereof); provided that the Retained Excess Cash Flow Amount on the Amendment No. 1 Effective Date shall be $0.

“Revocation ” has the meaning assigned to such term in the definition of “Unrestricted Subsidiary.”

“Sanction(s)” means any sanction, law, rule or regulation administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority.

“Scheduled Unavailability Date” has the meaning assigned to such term in Section 2.10(b)(ii).

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 8.05 and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.

“Security Agreement” means a security agreement in substantially the form of Exhibit D-1, as amended, modified, supplemented or restated, among the Administrative Agent and the Loan Parties.

“Senior Representative” means, with respect to any series of Debt permitted by this Agreement to be secured by the Collateral on a pari passu or junior or subordinated basis, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Debt is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“ SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“ SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“ SOFR Borrowing” means, as to any Borrowing, the SOFR Loans comprising such Borrowing.

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“ SOFR Loan” means a Loan that bears interest at a rate based on Adjusted Term SOFR, other than pursuant to clause (c) of the definition of “Alternate Base Rate”.

“SOFR Screen Rate” means the SOFR quote on the applicable screen page the Administrative Agent designates to determine SOFR (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).

“SOFR Successor Rate” has the meaning assigned to such term in Section 2.10(b).

“SOFR Successor Rate Conforming Changes” means, with respect to any proposed SOFR Successor Rate, any conforming changes to the definition of Alternate Base Rate, SOFR, or Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption of such SOFR Successor Rate 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 that no market practice for the administration of such SOFR Successor Rate exists, in such other manner of administration as the Administrative Agent determines in consultation with the Borrower).

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Special Flood Hazard Area” has the meaning assigned to such term in Section 5.05(d).

“Specified Pledgor” means any direct or indirect domestic subsidiary of the Borrower that is not a Loan Party that holds Equity Interests of a first tier Foreign Subsidiary; provided that, for purposes of the definition of Specified Pledgor, the Equity Interests of Courier Tecnologia em Serviços Gráficos and Consolidated Graphics de Mexico S. de R.L. de C.V. shall not constitute Equity Interests of a first tier Foreign Subsidiary so long as Courier Tecnologia em Serviços Gráficos and Consolidated Graphics de Mexico S. de R.L. de C.V. have no material assets. As of the Closing Date, the only Specified Pledgor is RRD Netherlands, LLC.

“Specified Prepayment” means the application by the Borrower of the net cash proceeds of any Asset Sale to repay up to $172,000,000 of (a) the aggregate principal amount outstanding of the 2019 Notes or (b) amounts outstanding under the ABL Credit Agreement drawn to repay the aggregate principal amount outstanding of the 2019 Notes; provided, however, that the Specified Prepayment must occur on or prior to December 31, 2019.

“Specified Representations” means Section 3.01 (solely with respect to the organizational existence of the Borrower and, except where the failure to be validly existing, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, the other Loan Parties), Section 3.02

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(solely as it relates to (x) organizational power and authority of the Loan Parties to duly authorize, execute, deliver and perform the Loan Documents and (y) the due authorization, execution, delivery and enforceability of the Loan Documents), Section 3.03 (solely as it relates to no conflicts of the Loan Documents (with respect to the execution and delivery by the Borrower and the Subsidiary Guarantors of this Agreement, the incurrence of indebtedness hereunder and the granting of the guarantees and security interests hereunder) with the organizational documents of the Loan Parties), Section 3.08, Section 3.12, Section 3.15, Section 3.17, Section 3.18 and Section 3.22.

“S&P” means S&P Global Ratings, a division of Standard & Poor’s Financial Services LLC.

“Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, association or other business entity (a) of which a majority of the shares of Voting Stock is at the time beneficially owned by such Person, (b) over which such Person has the ability to direct the management, or (c) whose financial results are consolidated into the financial statements of such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Subsidiary Guarantor” means each Domestic Subsidiary that is a party to the Guarantee Agreement and any other Domestic Subsidiary that becomes a Subsidiary Guarantor after the date hereofClosing Date (whether required to by this Agreement or otherwise).

“Survey” has the meaning assigned to such term in Section 5.09(e).

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward 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, the termination value thereof.

“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.

“Tender Offers” means the tender offers made by the Borrower pursuant to that certain offer to purchase, dated September 18, 2018, in respect of certain of its outstanding (a) 7.625% senior notes due 2020, (b) 7.875% senior notes due 2021, (c) 8.875% debentures due 2021 and (d) 7.000% senior notes due 2022.

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“Term B Commitment” means, as to any Term B Lender, the obligation of such Term B Lender to make Term B Loans in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01A(i) Existing Term B Commitments, (ii) Replacement Term Loan Commitments and (iii) 2022 Incremental Term Loan Commitments or in the Assignment and Assumption or Incremental Assumption Agreement pursuant to which such Term B Lender became a party hereto as the same may be changed from time to time pursuant to the terms of this Agreement (including as increased, extended or replaced as provided in Section 2.02, 2.17 and 2.18). The aggregate amount of all Term B Commitments as of the Closing Date is $550,000,000.

“Term B Facility” means the credit facility constituted by the Term B Commitments and the Term B Loans thereunder.

“Term B Lender” means each Lender (including Replacement Term Lenders and 2022 Incremental Term Lenders) that has a Term B Commitment or that holds Term B Loans.

“Term B Loans” means the Term Loans made pursuant to the Term B Commitment.

“Term B Maturity Date” means January 15November 1 , 20242026.

“Term Facility” means a credit facility in respect of Term Loans hereunder, including the Term B Facility.

“Term Lender” means each Lender that holds Term Loans.

“Term Loan Commitment” means any Commitment in respect of Term Loans, including the Term B Commitments.

“Term Loans” means the Term B Loans, any Incremental Term Loan, Extended Term Loan or Refinancing Term Loans incurred hereunder.

“ Term SOFR” means,

(a)     for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(b)     for any calculation with respect to an ABR Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “ABR Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any ABR Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business

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Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such ABR SOFR Determination Day;

provided that (i) to the extent a comparable or successor rate is determined in accordance with Section 2.10 in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent and (ii) in the event that Term SOFR as determined above for any Term B Loan would otherwise be less than the Floor, then Term SOFR shall be deemed to be the Floor.

“ Term SOFR Adjustment” means a percentage equal to (a) 0.10% per annum for 1-month Interest Periods, (b) 0.15% per annum for 3-month Interest Periods and (c) 0.25% per annum for 6-month Interest Periods.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“ Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Term Yield Differential” has the meaning assigned to such term in Section 2.02(b)(iv).

“Title Insurer” has the meaning assigned to such term in Section 5.09(e)(iii)(A).

“Total Leverage Ratio” means, on a Pro Forma Basis as of any date of determination, the ratio of (a) Consolidated Debt as of such date, less Unrestricted Cash of the Borrower and its Restricted Subsidiaries as of such date, if any, in an amount not to exceed $150,000,000, to (b) Consolidated EBITDA for the most recent four fiscal quarter period preceding such date for which financial statements have been or were required to be delivered pursuant to Section 5.01(a) or (b) (or, prior to the delivery of any such financial statements, the latest financial statements referred to in Section 3.04).

“Transactions” means (i) the entry into the Loan Documents and the borrowings under this Agreement to occur on the Closing Date, (ii) the repayment of certain Debt outstanding under the ABL Credit Agreement, (iii) the consummation of the Tender Offers, including the payment of any tender premium in connection therewith and (iv) the payment of fees and expenses in connection with the foregoing.

“Transformative Acquisition” means any Asset Acquisition or other Investment by the Borrower or any Restricted Subsidiary, whether by purchase, merger or otherwise, that (i) is not permitted by the terms of this Agreement immediately prior to the consummation of such Asset Acquisition or other Investment or (ii) if permitted by the terms of this Agreement immediately prior to the consummation of such Asset Acquisition or other Investment, the terms of the Loan Documents would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility for the continuation or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.

“Type” means, as to any Loan, its nature as an ABR Loan or a EurodollarSOFR Loan.

“Undisclosed Administration” means, in relation to a Lender or its direct or indirect parent company, 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.

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“United States” means the United States of America.

“Unrestricted Cash” means, as of any date, all unrestricted cash and Permitted Investments of the Borrower and its Restricted Subsidiaries and all cash and Permitted Investments restricted solely in favor of or pursuant to any Loan Document (and, to the extent also restricted in favor of or pursuant to any Loan Document, any ABL Loan Document or any document governing or securing any Incremental Equivalent Debt).

“ 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.

“ Unrestricted Subsidiary” means (a) any subsidiary of the Borrower that is designated as an Unrestricted Subsidiary by the Borrower after the Closing Date in a written notice to the Administrative Agent and (b) any subsidiary of any subsidiary described in clause (a) above or this clause (b); provided that (i) no Event of Default shall have occurred and be continuing at the time of or after giving effect to the designation of a subsidiary as an Unrestricted Subsidiary (a “Designation” ) and (ii) at the time of and immediately after giving effect to such Designation, the Total Leverage Ratio determined on a Pro Forma Basis shall be less than or equal to 4.70 to 1.00;  provided,  further, that no subsidiary shall be designated as an Unrestricted Subsidiary unless (x) such subsidiary is not party to any transaction with the Borrower or any Restricted Subsidiary unless the terms of such transaction complies with Section 6.08 and (y) no Investments may be made in any such subsidiary by the Borrower or any Restricted Subsidiary except to the extent permitted under Section 6.02 (it being understood that, if a subsidiary is designated as an Unrestricted Subsidiary after the Closing Date, the aggregate Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall be subject to the limits set forth in Section 6.02). It is understood that, other than with respect to the net income of any Unrestricted Subsidiary to the extent such income has actually been distributed in cash to the Borrower or any Restricted Subsidiary during the applicable period, Unrestricted Subsidiaries shall be disregarded for the purposes of any calculation pursuant to this Agreement relating to financial matters with respect to the Borrower.

The Borrower may revoke the designation of a subsidiary as an Unrestricted Subsidiary pursuant to a written notice to the Administrative Agent so long as, after giving pro  forma effect to such revocation, (i) the Total Leverage Ratio determined on a Pro Forma Basis shall be less than or equal to no 4.70 to 1.00 and (ii) no Event of Default shall be in existence (a “Revocation” ). Upon any Revocation, such Unrestricted Subsidiary shall constitute a Restricted Subsidiary for all purposes of this Agreement and the Borrower shall comply with Section 5.09 if such subsidiary is a Domestic Subsidiary that is a Material Subsidiary. In the case of any Revocation, if the designation of such subsidiary as an Unrestricted Subsidiary caused the available basket amount referred to in Section 6.02 to be utilized by an amount equal to the aggregate Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the subsidiary so designated (the amount so utilized, the “Designation Amount”), then, effective upon such Revocation, such available basket amount shall be increased by the lesser of (i) the Designation Amount and (ii) the aggregate Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in such subsidiary at the time of such Revocation.

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

“Weighted Average Life to Maturity” when applied to any Debt at any date, means the number of years obtained by dividing (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof by (ii) the number of years (calculated to the nearest one-twelfth) that shall elapse between such date and the making of such payment by (b) the then outstanding principal amount of such Debt.

“Wholly Owned Subsidiary” means, as to any Person, (a) any corporation 100% of whose common stock (other than directors’ qualifying shares or similar nominal shares to the extent required under applicable legal requirements) is at the time owned by such Person and/or one or more Wholly Owned Subsidiaries of such Person and (b) any partnership, association, joint venture, limited liability company or other entity in which such Person and/or one or more Wholly Owned Subsidiaries of such Person have 100% of the common equity interests (other than directors’ qualifying shares or similar nominal shares to the extent required under applicable legal requirements) at such time.

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

Section 1.02    Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Term Loan”) or by Type (e.g., a “EurodollarSOFR Loan”) or by Class and Type (e.g., a “EurodollarSOFR Term Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Term Loan Borrowing”) or by Type (e.g., a “EurodollarSOFR Borrowing”) or by Class and Type (e.g., a “EurodollarSOFR Term Loan Borrowing”).

Section 1.03    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 organization document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated, amended and restated, extended 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 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

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and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” (except when used as accounting terms, in which case GAAP shall apply) 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.

Section 1.04    Accounting Terms.

(a)    Generally. Except as otherwise specifically prescribed herein, 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 statements referenced in Section 3.04. Notwithstanding the foregoing, for purposes of determining compliance with any covenant contained herein, Debt of the Borrower and its Restricted Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded. Notwithstanding the foregoing or any other provision contained herein or in any other Loan Document, including Section 1.04(b) below, any obligations related to a lease (whether now or hereafter existing) that would be accounted for by such Person as an operating lease in accordance with GAAP as of the Closing Date (whether or not such lease exists as of the Closing Date or is thereafter entered into) shall be accounted for as an operating lease and not a capital lease for all purposes under this Agreement and the other Loan Documents.

(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 Administrative Agent shall so request, the Administrative Agent 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. Upon any agreement between the Borrower and the Administrative Agent as to any such amendment, the Administrative Agent shall provide the Lenders with prompt written notice of such amendment. Unless the Required Lenders shall have objected to such amendment within ten Business Days after the Lenders shall have been notified thereof by the Administrative Agent, such amendment shall become effective and shall be binding on all parties hereto; 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.

Section 1.05    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).

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Section 1.06    Times of Day; Timing of Performance. Unless otherwise specified, all references herein to times of day shall be references to New York City time (daylight or standard, as applicable). When the performance of any covenant, duty or obligation is stated to be due or required on a day that is not a Business Day, the date of such performance shall extend to the immediately succeeding Business Day.

The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar RateTerm SOFR” or with respect to any comparable or successor rate thereto.

Section 1.07    Currencies. Unless otherwise specifically set forth in this Agreement, monetary amounts are in Dollars. Notwithstanding anything to the contrary herein, no Default or Event of Default will arise as a result of any limitation or threshold set forth in Dollars being exceeded solely as a result of changes in currency exchange rates.

Section 1.08    Limited Conditionality. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when (i) calculating any applicable ratio or basket amount in connection with incurrence of Debt, the creation of Liens, the making of any Disposition, the making of an Investment (including any Asset Acquisition), the making of any Restricted Payment or the repayment of Debt or (ii) determining compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom and/or that representations and warranties be true and correct, in the case of each of clauses (i) and (ii) in connection with a Limited Condition Transaction, the date of determination of such ratio, of whether any Default or Event of Default has occurred, is continuing or would result therefrom and whether the representations and warranties are true and correct shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”). If on a Pro Forma Basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) such ratios and other provisions are calculated as if such Limited Condition Transaction or other transactions had occurred as of the first day of the most recent four fiscal quarter period ending prior to such LCT Test Date for which financial statements have been or were required to be delivered pursuant to Section 5.01(a) or (b) (or, prior to the delivery of any such financials statements, the latest financial statements referred to in Section 3.04), the Borrower could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with, unless an Event of Default pursuant to Sections 7.01(a), (b) or (g) shall be continuing on the date such Limited Condition Transaction is consummated. For the avoidance of doubt, (i) if any of such ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA) or other provisions at or prior to the consummation of the relevant Limited Condition Transaction, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction, unless on such date an Event of Default pursuant to Sections 7.01(a), (b) or (g) shall be continuing. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Limited Condition Transaction on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated, and be required to be satisfied, on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Debt and the use

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of proceeds thereof) have been consummated. Notwithstanding anything in this Agreement or any Loan Document to the contrary, if the Borrower or its Restricted Subsidiaries (x) incurs Debt, creates Liens, makes Dispositions, makes Investments, makes Restricted Payments, or repays any Debt in connection with any Limited Condition Transaction under a ratio-based basket and (y) incurs Debt, creates Liens, makes Dispositions, makes Investments, makes Restricted Payments, or repays any Debt in connection with such Limited Condition Transaction under a non-ratio-based basket (which shall occur simultaneously with the events in clause (x) above), then the applicable ratio will be calculated with respect to any such action under the applicable ratio-based basket without regard to any such action under such non-ratio-based basket made in connection with such Limited Condition Transaction.

ARTICLE II

The Credits