SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

[EXECUTION VERSION]

SECOND AMENDMENT TO CREDIT AGREEMENT

SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 25, 2019, by and among Ball Corporation, an Indiana Corporation (“Company”), the Persons party hereto as “Other Subsidiary Borrowers”, the Persons party hereto as “Guarantors”, the Persons party hereto as “USD Term A Lenders” (the “USD Term A Lenders”), the Persons party hereto as “USD Revolving Lenders” (the “USD Revolving Lenders”), the Persons party hereto as “Multicurrency Revolving Lenders” (the “Multicurrency Revolving Lenders”), the Persons party hereto as “Initial Facing Agents” (the “Initial Facing Agents”), Deutsche Bank AG New York Branch (“DBNY”), as collateral agent for the Lenders and other Secured Creditors (in such capacity, the “Collateral Agent”), DBNY, as administrative agent for the Lenders and Facing Agents (in such capacity, the “Administrative Agent”) and DBNY, in its capacities as European Swing Line Lender and U.S. Swing Line Lender.  Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Amended Credit Agreement (as defined below).

W I T N E S E T H:

WHEREAS, Company, the Other Subsidiary Borrowers (as defined therein) from time to time party thereto, the Lenders and Facing Agents (each as defined therein) from time to time party thereto, the Administrative Agent, the Collateral Agent and certain other Persons have entered into that certain Credit Agreement, dated as of March 18, 2016 (as amended by the First Amendment to Credit Agreement dated as of March 9, 2018, and as further amended, restated, modified and/or supplemented to, but not including, the date hereof, the “Existing Credit Agreement”);

WHEREAS, (i) Company has requested that the USD Term A Lenders extend credit to Company in the form of USD Term A Commitments in an aggregate principal amount of $797,500,000 on the terms, and subject to the conditions, set forth herein, (ii) Company and each other USD Revolving Borrower has requested that the USD Revolving Lenders extend credit to Company and each other USD Revolving Borrower in the form of USD Revolving Commitments in an aggregate principal amount of $1,250,000,000 on the terms, and subject to the conditions, set forth herein, (iii) Company and each other Multicurrency Revolving Borrower has requested that the Multicurrency Revolving Lenders extend credit to each Multicurrency Revolving Borrower in the form of Multicurrency Revolving Commitments in an aggregate principal amount of $500,000,000 on the terms, and subject to the conditions, set forth herein and (iv) Company has requested that the Lenders, the Facing Agents, the Administrative Agent and the Collateral Agent agree to certain amendments and modifications to the Existing Credit Agreement as further described herein (the Existing Credit Agreement, as amended on the date hereof pursuant to this Amendment, the “Amended Credit Agreement”);

WHEREAS, (i) the USD Term A Lenders have indicated a willingness to provide the USD Term A Commitments on the terms, and subject to the conditions, set forth herein, (ii) the USD Revolving Lenders have indicated a willingness to provide the USD Revolving Commitments on the terms, and subject to the conditions, set forth herein, (iii) the Multicurrency Revolving Lenders have indicated a willingness to provide the Multicurrency Revolving Commitments on the terms, and subject to the conditions, set forth herein and (iv) the Administrative Agent, the Collateral Agent and the Lenders and Facing Agents party hereto (which Lenders constitute the Required Lenders under (and as defined in) the Existing Credit Agreement) are willing to agree to such amendments, modifications, waivers and terminations subject to the terms and conditions set forth herein;

WHEREAS, in accordance with the proviso at the end of Section 12.1(a) of the Existing Credit Agreement, any provision of the Existing Credit Agreement may be amended, modified, supplemented,

waived, discharged, terminated or otherwise changed by an agreement in writing signed by the respective Credit Parties party thereto, the Required Lenders (measured after giving effect to such amendment, supplement, waiver, discharge, termination or change) and the Administrative Agent if (x) by the terms of such agreement all Commitments of each Lender not consenting to the actions therein shall terminate upon the effectiveness of such agreement and (y) at the time such agreement becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other Obligations owing to it or accrued for its account under the Existing Credit Agreement (other than any contingent indemnification obligations with respect to which no claim has been made and Obligations under any Swap Contract); and

WHEREAS, (i) each of Deutsche Bank Securities Inc., Bank of America, N.A. (or any of its designated affiliates), Xxxxxxx Xxxxx Bank USA, Coöperatieve Rabobank, U.A., New York Branch, Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation, UniCredit Bank AG — New York Branch, BNP Paribas Securities Corp., Santander Bank, N.A. and Barclays Bank PLC shall act as joint lead arrangers and joint bookrunners (collectively, in such capacities, the “2019 Lead Arrangers”), (ii) each of The Bank of Nova Scotia, Citibank, N.A., Credit Agricole Corporate and Investment Bank, HSBC Bank USA, N.A., Intesa Sanpaolo S.p.A. — New York Branch, Keybank National Association, Xxxxxx Xxxxxxx Bank, N.A., MUFG Bank, Ltd. (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd.), The Northern Trust Company, PNC Bank, National Association, Xxxxx Fargo Bank, National Association and CoBank, ACB shall act as documentation agents and (iii) each of Bank of Montreal, Capital One National Association, Credit Industriel et Commercial, Landesbank Hessen-Thüringen Girozentrale, KBC Bank N.V., Raiffeisen Bank International AG, TD Bank, N.A., U.S. Bank National Association, Industrial and Commercial Bank of China Ltd., New York Branch and Standard Chartered Bank shall act as senior managing agents, in each case with respect to this Amendment, the USD Term A Commitments, the USD Term A Loans, the USD Revolving Commitments and the Multicurrency Revolving Commitments provided for hereunder and under the Amended Credit Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

SECTION 1.1.          Certain Terms.  The following terms (whether or not underscored) when used in this Amendment, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof):

“Administrative Agent” is defined in the preamble.

“Amended Credit Agreement” is defined in the second recital.

“Amendment” is defined in the preamble.

“Collateral Agent” is defined in the preamble.

“Company” is defined in the preamble.

“DBNY” is defined in the preamble.

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“English Security Agreement” shall mean a charge over shares governed by the laws of England & Wales, dated on or about the Second Amendment Effective Date, between certain UK Credit Parties, Ball Luxembourg Holdings S.à x.x. and the Collateral Agent.

“Existing Credit Agreement” is defined in the first recital.

“Initial Facing Agents” is defined in the preamble.

“Lux Security Confirmation Agreement” shall mean a Luxembourg law governed master confirmation agreement, dated as of the Second Amendment Effective Date, between Ball International Holdings, LLC, Ball International Holdings II, LLC, Ball Pan-European Holdings, LLC and Ball International, LLC as pledgors, the Collateral Agent and Ball International Partners SCS and Ball Luxembourg Holdings S.à x.x. as companies, in respect of the Lux Security Documents.

“Lux Security Documents” shall mean each of the following agreements:

(a)     the pledge over shares agreement, governed by Luxembourg law, dated 30 March 2017, among Ball International Holdings LLC and Ball International Holdings II LLC as pledgors, the Collateral Agent as collateral agent and Ball Luxembourg Holdings S.à x.x. as company;

(b)           the pledge over shares agreement, governed by Luxembourg law, dated 30 March 2017, among Ball Pan-European Holdings LLC and Ball International LLC as pledgors, the Collateral Agent as collateral agent and Ball International Partners SCS as company.

“Multicurrency Revolving Lenders” is defined in the preamble.

“Second Amendment Effective Date” is defined in Article IV.

“Specified Borrowers” shall mean Ball (Luxembourg) Finance S.à x.x., Ball European Holdings S.à x.x., Ball International Partners S.C.S., Ball International Holdings S.à x.x., Ball Packaging Europe Holding B.V., and Ball UK Holdings, Ltd.

“Specified Pledgors” shall mean Ball European Holdings S.à x.x., Ball International Partners S.C.S. and Ball Luxembourg I S.à x.x.

“Specified Security Documents” shall mean (i) the pledge over shares agreement, governed by Luxembourg law, dated 30 March 2017, among Ball European Holdings S.à x.x. as pledgor, the Collateral Agent and Ball (Luxembourg) Finance S.à x.x as company, (ii) the pledge over shares agreement, governed by Luxembourg law, dated 30 March 2017, among Ball Delaware Holdings SCS and Ball Luxembourg I S.à x.x. as pledgors, the Collateral Agent and Ball European Holdings S.à x.x. as company; (iii) the pledge over shares agreement, governed by Luxembourg law, dated 30 March 2017, among Ball International Partners S.C.S. as pledgor, the Collateral Agent and Ball International Holdings S.à x.x. as company, (iv) the deed of disclosed pledge over registered shares governed by Netherlands law, dated 30 March 2017, among Ball European Holdings S.à x.x. as pledgor, the Collateral Agent and Ball Packaging Europe Holding B.V., as company and (v) the charge over shares, dated March 29, 2017, governed by English law, between Ball European Holdings S.à x.x., Ball Luxembourg Holdings S.à x.x., Ball UK Acquisition Limited,

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Rexam Limited, Rexam Group Holdings Limited, Rexam UK Holdings Limited, as chargors, and the Collateral Agent.

“USD Revolving Lenders” is defined in the preamble.

“USD Term A Lenders” is defined in the preamble.

ARTICLE II
COMMITMENTS; LOANS; LOAN REPAYMENT;
RELEASE OF BORROWERS AND SPECIFIED COLLATERAL

SECTION 2.1.          USD Term A Commitments.  Each USD Term A Lender hereby severally agrees to provide a USD Term A Commitment in an amount set forth opposite its name under the column entitled “USD Term A Commitment” on Schedule 1.1(a) to the Amended Credit Agreement and (subject to the satisfaction of the conditions precedent set forth in Article IV) to fund USD Term A Loans on the Second Amendment Effective Date in a principal amount equal to the amount of its USD Term A Commitments.  On the Second Amendment Effective Date, each USD Term A Lender shall become a “Lender”, a “USD Term A Lender” and a “Term Lender” under the Amended Credit Agreement and shall be bound by the provisions of the Amended Credit Agreement as a Lender holding USD Term A Commitments (and from and after the funding thereof in accordance with this Amendment and the Amended Credit Agreement, USD Term A Loans). The USD Term A Commitments shall automatically and permanently terminate upon the funding by the USD Term A Lenders of the USD Term A Loans. Amounts borrowed under this Section 2.1 and repaid or prepaid may not be reborrowed.

SECTION 2.2.          USD Revolving Commitments.  Each USD Revolving Lender hereby severally agrees to provide a USD Revolving Commitment in an amount set forth opposite its name under the column entitled “USD Revolving Commitment” on Schedule 1.1(a) to the Amended Credit Agreement and (subject to the satisfaction of the conditions precedent set forth in Article IV) to fund USD Revolving Loans on the Second Amendment Effective Date in such principal amount, if any, as is requested by Company, not to exceed the amount of its USD Revolving Commitment.  On the Second Amendment Effective Date, each USD Revolving Lender shall become a “Lender”, a “USD Revolving Lender” and a “Revolving Lender” under the Amended Credit Agreement and shall be bound by the provisions of the Amended Credit Agreement as a Lender holding USD Revolving Commitments (and from and after the extension thereof in accordance with this Amendment and the Amended Credit Agreement, related Loans and other Obligations).

SECTION 2.3.          Multicurrency Revolving Commitments.  Each Multicurrency Revolving Lender hereby severally agrees to provide a Multicurrency Revolving Commitment in an amount set forth opposite its name under the column entitled “Multicurrency Revolving Commitment” on Schedule 1.1(a) to the Amended Credit Agreement and (subject to the satisfaction of the conditions precedent set forth in Article IV) to fund Multicurrency Revolving Loans on the Second Amendment Effective Date in such principal amount, if any, as is requested by Company, not to exceed the amount of its USD Revolving Commitment.  On the Second Amendment Effective Date, each Multicurrency Revolving Lender shall become a “Lender”, a “Multicurrency Revolving Lender” and a “Revolving Lender” under the Amended Credit Agreement and shall be bound by the provisions of the Amended Credit Agreement as a Lender holding Multicurrency Revolving Commitments (and from and after the extension thereof in accordance with this Amendment and the Amended Credit Agreement, related Loans and other Obligations).

SECTION 2.4.          Letter of Credit Commitments.  Each Initial Facing Agent hereby severally agrees to act as an Initial Facing Agent having an Applicable Multicurrency LC Sublimit and Applicable

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USD LC Sublimit, in each case as set forth opposite its name on Schedule 1.1(g) to the Amended Credit Agreement.  On the Second Amendment Effective Date, each Initial Facing Agent shall become a “Facing Agent” and an “Initial Facing Agent” under the Amended Credit Agreement and shall be bound by the provisions of the Amended Credit Agreement as a Facing Agent with an Applicable Multicurrency LC Sublimit and Applicable USD LC Sublimit as specified above. On the Second Amendment Effective Date, Keybank National Association shall cease to be a Facing Agent and an Initial Facing Agent for all purposes under the Amended Credit Agreement. All Letters of Credit issued and outstanding under the Existing Credit Agreement as of the Second Amendment Effective Date shall, pursuant to Section 2.10(j) of the Amended Credit Agreement, remain outstanding and be deemed to be USD Letters of Credit.

SECTION 2.5.      Loan Repayments; Commitment Termination; Termination of Non-Continuing Lenders.  On the Second Amendment Effective Date, after giving effect to the funding of the USD Term A Loans, USD Revolving Loans (if any) and Multicurrency Revolving Loans (if any), the proceeds of such Loans shall be applied to repay in full all Term Loans, Multicurrency Revolving Loans and Swing Line Loans outstanding under (and in each case, as defined in) the Existing Credit Agreement immediately prior to the Second Amendment Effective Date, together with all interest, fees and other amounts accrued with respect thereto as of the Second Amendment Effective Date (including any amounts payable (if any) under Section 3.5 of the Existing Credit Agreement in connection therewith, but excluding any contingent indemnification obligations with respect to which no claim has been made and Obligations under any Swap Contract), and, immediately after giving effect to such repayment, without limiting the terms of the last sentence of Section 2.4, all Commitments under and as defined in the Existing Credit Agreement as in effect immediately prior to giving effect to this Amendment shall be deemed permanently terminated without further action on the part of any party hereto, and each Lender under the Existing Credit Agreement that is not a USD Term A Lender, a USD Revolving Lender or Multicurrency Revolving Lender under this Amendment or under the Amended Credit Agreement shall cease to be a party to the Existing Credit Agreement and shall not be a party to the Amended Credit Agreement, and such non-continuing Lenders shall be released of all further obligations thereunder and under all other Loan Documents, and shall have no further rights thereunder (except to the extent any provisions expressly survive the termination thereof, including (without limitation) under Sections 4.7 and 12.4 of the Amended Credit Agreement) or under any other Loan Document, in each case in such capacity.

SECTION 2.6.          Release of Certain Other Subsidiary Borrowers and Collateral.  On the Second Amendment Effective Date immediately after giving effect to the repayments and terminations described in Section 2.5, (a) the Specified Borrowers are hereby released in their capacities as Other Subsidiary Borrowers under the Loan Documents and all of their Obligations under the Loan Documents are hereby automatically released and terminated with no further action on the part of any party hereto, (b) the Specified Pledgors are hereby released in their capacities as a pledgor from the Specified Security Documents and all of the security interests, Liens and pledges granted in favor of the Collateral Agent by the Specified Pledgors under the Specified Security Documents are hereby automatically terminated and released with no further action on the part of any party hereto cease to be “Credit Parties” under the Loan Documents, and shall cease to be party to the Loan Documents in such capacities with no further action on the part of any party hereto.

ARTICLE III
AMENDMENTS TO EXISTING CREDIT AGREEMENT

SECTION 3.1.      Amendments to Existing Credit Agreement.  Each of the parties hereto agrees that, effective on the Second Amendment Effective Date, in accordance with the terms hereof and the terms of the proviso at the end of Section 12.1(a) of the Existing Credit Agreement, the Existing Credit

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Agreement (including all Exhibits and Schedules thereto) shall be 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 copy of the Amended Credit Agreement attached as Exhibit A hereto.

ARTICLE IV
CONDITIONS PRECEDENT

This Amendment and the obligations of the USD Term A Lenders, the USD Revolving Lenders, the Multicurrency Revolving Lenders and the Initial Facing Agents to provide any extension of credit hereunder or under the Amended Credit Agreement shall, in each case, become effective upon, and shall be subject to, the prior or simultaneous satisfaction of each of the following conditions (the date when all such conditions are so satisfied being the “Second Amendment Effective Date”):

SECTION 4.1.          Loan Documents.

(a)     The Administrative Agent shall have received counterparts of this Amendment duly executed by Company, each Other Subsidiary Borrower that is not a Specified Borrower, each Guarantor that is not a Specified Guarantor, each of the USD Term A Lenders, each of the USD Revolving Lenders, each of the Multicurrency Revolving Lenders, and each of the Initial Facing Agents and the Required Lenders (calculated in accordance with the proviso at the end of Section 12.1 of the Existing Credit Agreement) and, if requested by any Lender in writing to Company at least 2 Business Days prior to the Second Amendment Effective Date, a Note or Notes with respect to each Facility under which such Lender is a Lender, payable to such Lender in the amount of its Commitments in respect of such Facility; provided that such signature pages may be delivered by facsimile or other electronic transmission.

(b)     The Administrative Agent shall have received on the Second Amendment Effective Date, (i) the Lux Confirmation Agreement, duly executed and delivered by the pledgors listed therein, the companies listed therein and the Collateral Agent, and (ii) the English Security Agreement, duly executed and delivered by each UK Credit Party, Ball Luxembourg Holdings S.à x.x. and the Collateral Agent.

(c)     The Administrative Agent shall have received on the Second Amendment Effective Date, proper Form UCC-1 financing statements for filing under the UCC necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the security interests purported to be created (or reaffirmed) by the U.S. Pledge Agreement and this Amendment.

SECTION 4.2.          Opinions of Counsel.  The Administrative Agent shall have received from (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Credit Parties, an opinion addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and Facing Agents and dated the Second Amendment Effective Date, which shall be in form and substance reasonably satisfactory to the Administrative Agent and which shall cover such matters relating to the transactions contemplated herein as the Administrative Agent may reasonably request, (ii) in the case of Domestic Subsidiaries of Company, opinions of in-house counsel of Company (as is customary in the respective jurisdictions) from such jurisdictions as reasonably requested by the Administrative Agent, dated the Second Amendment Effective Date, which shall cover such matters relating to the transactions contemplated herein as the Administrative Agent may reasonably request and (iii) opinions of local counsel to the Administrative Agent and/or the Credit Parties (as is customary in the respective jurisdictions) from such non-U.S. jurisdictions as reasonably requested by the Administrative Agent,

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dated the Second Amendment Effective Date, which shall cover such matters relating to the transactions contemplated herein as the Administrative Agent may reasonably request, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent.

SECTION 4.3.          Officer’s Certificate. The Administrative Agent shall have received a certificate executed by a Responsible Officer on behalf of Company, dated the Second Amendment Effective Date and in substantially the form of Exhibit 5.1(c) to the Amended Credit Agreement, stating that the representations and warranties set forth in Article VI of the Amended Credit Agreement to be made as of the Second Amendment Effective Date are true and correct in all material respects as of the date of the certificate, except to the extent such representations and warranties are expressly made as of a specified date, in which event such representation and warranties shall be true and correct in all material respects as of such specified date, and that no Event of Default or Unmatured Event of Default has occurred and is continuing.

SECTION 4.4.          Secretary’s Certificate.  The Administrative Agent shall have received from each Credit Party a certificate, dated as of the Second Amendment Effective Date, signed by the secretary or any assistant secretary (or, if no secretary or assistant secretary exists, a Responsible Officer or, in the case of a UK Credit Party, a director), of such Credit Party, substantially in the form of Exhibit 5.1(d) of the Amended Credit Agreement with appropriate insertions, as to the incumbency and signature of the officers of each such Credit Party, executing this Amendment or any other Loan Document on the Second Amendment Effective Date (in form and substance reasonably satisfactory to the Administrative Agent) and any certificate or other document or instrument to be delivered pursuant hereto or thereto by or on behalf of such Credit Party, together with evidence of the incumbency of such secretary or assistant secretary (or, if no secretary or assistant secretary exists, such Responsible Officer), and certifying as true and correct, attached copies of the certificate of incorporation, certificate of amalgamation or other equivalent document (certified as of recent date by the Secretary of State or other comparable authority where customary in such jurisdiction) and by-laws (or other Organizational Documents) of such Credit Party, and the resolutions of such Credit Party and, to the extent required, of the equity holders of such Credit Party referred to in such certificate and all of the foregoing (including each such certificate of incorporation, certificate of amalgamation or other equivalent document and by-laws (or other Organizational Documents)) shall be reasonably satisfactory to the Administrative Agent. In respect of any Luxembourg Credit Party, such certificate shall also certify the following items: (i) an electronic excerpt of the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) pertaining to the relevant Luxembourg Credit Party dated as of the date of this Amendment and (ii) an electronic certificate of non-registration of judgment (certificat de non-inscription d’une décision judiciaire) dated as of the date of this Amendment issued by the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) certifying that, as of the date of the day immediately preceding such certificate, the relevant Luxembourg Credit Party has not been declared bankrupt (en faillite), and that it has not applied for general settlement or composition with creditors (concordat préventif de faillite), controlled management (gestion contrôlée), or reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), such other proceedings listed at Article 13, items 2 to 12 and Article 14 of the Luxembourg Act dated December 19, 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time), (and which include foreign court decisions as to faillite, concordat or analogous procedures according to Regulation (EU) of the European Parliament and the Council n°2015/848 of May 20, 2015 on insolvency proceedings, recast). In respect of any UK Credit Party, such certificate shall also certify the following items: (i) the Organizational Documents of the relevant UK Credit Party (including any certification of incorporation on change of name if applicable); (ii) the board resolutions of the relevant UK Credit Party, (iii) the shareholder resolutions of the relevant UK Credit Party (including the board resolutions of any corporate shareholder of the relevant UK Credit Party); (iv) the specimen signatures of the relevant UK

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Credit Party; and (v) a statement that the borrowing, guarantee, security or similar limits of the relevant UK Credit Party are not breached by entering into the UK Security Agreement.

SECTION 4.5.          Good Standing.  A good standing certificate or certificate of status or comparable certificate of each Credit Party from the Secretary of State (or other Governmental Authority) of its state or province of organization (to the extent available on a commercially reasonable basis in such jurisdiction).

SECTION 4.6.          Solvency Certificate.  The Administrative Agent and the Lenders shall have received a solvency certificate in substantially the form of Exhibit 5.1(g) of the Amended Credit Agreement, signed by the Chief Financial Officer of Company.

SECTION 4.7.          Know Your Customer, Etc.  The Administrative Agent and the Lead Arrangers shall have received, (i) no later than three (3) Business Days prior to the Second Amendment Effective Date, all documentation and other information about Company and the Guarantors as has been reasonably requested in writing on or prior to ten (10) Business Days prior to the Second Amendment Effective Date by the Administrative Agent and the Lenders with respect to applicable “know your customer” and anti-money laundering rules and regulations including the Patriot Act, (ii) at least five (5) Business Days prior to the Second Amendment Effective Date, from each Borrower, to the extent such Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower and (iii) in respect of each company incorporated in the United Kingdom whose shares are the subject of the UK Security Agreement (a “Charged Company”), either: (x) a certificate of an authorised signatory of Ball UK Acquisition Limited, certifying that (A) Ball UK Acquisition Limited and each subsidiary of Ball UK Acquisition Limited has complied within the relevant timeframe with any notice it has received pursuant to Part 21A of the Companies Xxx 0000 from the Charged Company; and (B) no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of those shares, together with a copy of the “PSC register” (within the meaning of section 790C(10) of the Companies Act 2006) of the Charged Company, which, in the case of a Charged Company that is a subsidiary of Ball UK Acquisition Limited, is certified by an authorised signatory of Ball UK Acquisition Limited to be correct, complete and not amended or superseded as at a date no earlier that the date of this Amendment; or (y) a certificate of an authorised signatory of Ball UK Acquisition Limited certifying that such Charged Company is not required to comply with Part 21A of the Companies Xxx 0000.

SECTION 4.8.          Refinancing.  (a) All Term Loans, Multicurrency Revolving Loans and Swing Line Loans outstanding under (and in each case, as defined in) the Existing Credit Agreement immediately prior to the Second Amendment Effective Date shall have been, or substantially concurrently with the funding of the USD Term A Loans, the USD Revolving Loans (if any) and the Multicurrency Revolving Loans (if any) (each as defined in the Amended Credit Agreement), will be repaid in full, together with all interest, fees and other amounts accrued with respect thereto as of the Second Amendment Effective Date (including any amounts payable (if any) under Section 3.5 of the Existing Credit Agreement in connection therewith), and (b) all Commitments under the Existing Credit Agreement as in effect immediately prior to the Second Amendment Effective Date shall be terminated pursuant to Section 2.5 of this Amendment; provided that, notwithstanding anything herein to the contrary, all Letters of Credit issued and outstanding under the Existing Credit Agreement as of the Second Amendment Effective Date shall, pursuant to Section 2.10(j) of the Amended Credit Agreement, remain outstanding and be deemed to be USD Letters of Credit.

SECTION 4.9.          Representations and Warranties.  The representations and warranties contained in this Amendment, the Amended Credit Agreement and the other Loan Documents shall each be true and

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correct in all material respects at and as of the Second Amendment Effective Date, as though made on and as of such date, except to the extent such representations and warranties are expressly made as of a specified date, in which event such representation and warranties shall be true and correct in all material respects as of such specified date.

SECTION 4.10.        No Default.  No Event of Default or Unmatured Event of Default shall have occurred and shall then be continuing on the Second Amendment Effective Date or will occur immediately after giving effect to the Second Amendment Effective Date.

SECTION 4.11.        Fees and Expenses.  (a)  The Administrative Agent and the Lead Arrangers shall have received evidence that (i) all fees due and payable on the Second Amendment Effective Date in accordance with the Fee Letters and (ii) all reasonable and documented out-of-pocket fees, costs and expenses due and payable pursuant to the Fee Letters and/or Section 12.4 of the Amended Credit Agreement that have been invoiced at least 2 Business Days prior to the Second Amendment Effective Date (including without limitation, to the extent so invoiced, the reasonable and documented out-of-pocket fees and expenses of White & Case LLP counsel to the Administrative Agent and the Lead Arrangers and NautaDutilh N.V., Dutch and NautaDutilh Avocats Luxembourg S.à x.x. Luxembourg counsel to the Administrative Agent and the Lead Arrangers), in each case will be paid on or prior to the Second Amendment Effective Date.

(b)           Company shall have paid or caused to be paid to the Administrative Agent, for the ratable account of each Person that is party hereto as a USD Term A Lender, a USD Revolving Lender and/or a Multicurrency Revolving Lender, an upfront fee in an amount equal to (i) with respect each such Lender which is a Lender under (and as defined in) the Existing Credit Agreement immediately prior to the Second Amendment Effective Date, the sum of (A) 0.10% of the lesser of (x) the aggregate principal amount of the Term Loans and Multicurrency Revolving Commitments (in each case, as defined in the Existing Credit Agreement) held by such Person immediately prior to the Second Amendment Effective Date and (y) the aggregate principal amount of the USD Term A Commitments, USD Revolving Commitments and Multicurrency Revolving Commitments held by such Person on the Second Amendment Effective Date and (B) 0.20% of the result of (to the extent in excess of $0) (x) the aggregate principal amount of the USD Term A Commitments, USD Revolving Commitments and Multicurrency Revolving Commitments held by such Person on the Second Amendment Effective Date minus (y) the aggregate principal amount of the Term Loans and Multicurrency Revolving Commitments (in each case, as defined in the Existing Credit Agreement) held by such Person immediately prior to the Second Amendment Effective Date and (ii) with respect to each other such Lender, 0.20% of the aggregate principal amount of the USD Term A Commitments, USD Revolving Commitments and Multicurrency Revolving Commitments held by such Person on the Second Amendment Effective Date, with each such fee to be earned by, and payable to, the Administrative Agent for the account of each such Person on the Second Amendment Effective Date, which fees shall be payable in immediately available funds and, once paid, be non-refundable.

SECTION 4.12.        Notice of Borrowing; Notice of Issuance.  Prior to the making of any Loan and/or the issuance of any Letter of Credit (for the avoidance of doubt, other than Existing Letters of Credit), (i) the Administrative Agent shall have received a Notice of Borrowing meeting the requirements of Section 2.5 of the Amended Credit Agreement and (ii) the Administrative Agent and the respective Facing Agent shall have received a Notice of Issuance meeting the requirements of Section 2.10(c) of the Amended Credit Agreement, as applicable.

SECTION 4.13.        Re-Allocation Agreement.  The Administrative shall have received counterparts of the Re-Allocation Agreement (as amended or amended and restated in a manner

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satisfactory to the Administrative Agent) duly executed and delivered by each USD Term A Lender, each USD Revolving Lender, each Multicurrency Revolving Lender, each Initial Facing Agent and the Administrative Agent.

ARTICLE V
REPRESENTATIONS AND WARRANTIES

To induce the Lenders, the Facing Agents, the Administrative Agent and the Collateral Agent to enter into this Amendment, Company, with respect to itself and its Subsidiaries, represents and warrants to the Administrative Agent, the Collateral Agent, each Lender and each Facing Agent that as of the date of and after giving effect to the Second Amendment Effective Date:

(a)     the representations and warranties set forth in the Amended Credit Agreement and each other Loan Document shall, in each case, be true and correct in all material respects on and as of the Second Amendment Effective Date, except to the extent such representations and warranties are expressly made as of a specified date, in which event such representation and warranties shall be true and correct in all material respects as of such specified date; and

(b)     no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

ARTICLE VI
REAFFIRMATION; GRANT OF SECURITY INTEREST; AUTHORIZATION TO FILE UCCS

SECTION 6.1.          Reaffirmation. By executing and delivering a counterpart hereof: (a) each Borrower in its capacity as such immediately after giving effect to this Amendment and transactions contemplated hereby (including the release set forth in Section 2.6 above) hereby affirms and confirms all of its Obligations under the Existing Credit Agreement, the Amended Credit Agreement, and each other Loan Document (including, without limitation, (x) the USD Term A Loans, the USD Revolving Loans, the USD Swing Line Loans and other Obligations related to the USD Revolving Commitments, in each case solely to the extent applicable to such Borrower as set forth herein and in the Amended Credit Agreement, and (y) the Multicurrency Revolving Loans, the Multicurrency Swing Line Loans and other Obligations related to the Multicurrency Revolving Commitments, in each case solely to the extent applicable to such Borrower as set forth herein and in the Amended Credit Agreement), consents to the modifications made to the Loan Documents pursuant to this Amendment, and agrees that, notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, after giving effect thereto, that any Security Documents to which it is a party shall continue to be in full force and effect in the manner provided therein, (b) in the case of each Domestic Guarantor (as defined in the Guaranty) in its capacity as such immediately after giving effect to this Amendment and the transactions contemplated hereby (including the release set forth in Section 2.6 above), such Domestic Guarantor hereby affirms and confirms all of its Guaranteed Obligations under and as defined in the Guaranty, subject to the terms, limitations and conditions set forth therein, in the Amended Credit Agreement and in the other Loan Documents (including, but not limited to, Section 12.22 of the Amended Credit Agreement), consents to the modifications made to the Loan Documents pursuant to this Amendment, and agrees that, notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, after giving effect thereto, that any Security Documents to which it is a party shall continue to be in full force and effect in the manner provided therein and (c) in the case of each Foreign Guarantor (as defined in the Guaranty) in its capacity as such immediately after giving effect to this Amendment and the transactions contemplated hereby (including the release set forth in Section 2.6 above), such Foreign Guarantor hereby affirms and confirms all of its Guaranteed Foreign Obligations under and as defined in

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the Guaranty, subject to the terms, limitations and conditions set forth therein, in the Amended Credit Agreement and in the other Loan Documents (including, but not limited to, Section 12.22 of the Amended Credit Agreement), consents to the modifications made to the Loan Documents pursuant to this Amendment, and agrees that, notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, after giving effect thereto, that any Security Documents to which it is a party shall continue to be in full force and effect in the manner provided therein, in the case of clauses (a), (b) and (c) of this paragraph, subject in all respects to Section 12.22 of the Amended Credit Agreement.

SECTION 6.2. Grant of Security Interest. Each Amendment Date Domestic Pledgor, to secure the Secured Obligations of such Amendment Date Domestic Pledgor, and each Amendment Date Foreign Pledgor, to secure the Secured Foreign Obligations of such Amendment Date Foreign Pledgor, hereby grants and pledges to the Collateral Agent a security interest in, and acknowledges and agrees that the Collateral Agent has a lien upon and security interest in, all of its right, title and interest in the Collateral (as defined in the U.S. Pledge Agreement), including, in any event, all shares of stock, limited liability company interests and partnership interests issued by the issuers listed on Annex II to the Disclosure Letter other than Excluded Securities (as defined in the U.S. Pledge Agreement), now or hereafter owned by it (collectively, the “Amendment Collateral”); provided that, notwithstanding the foregoing or anything to the contrary in any Loan Document, neither “Collateral” nor “Amendment Collateral” shall include, and the security interest granted hereunder shall not attach to, any Excluded Securities.

SECTION 6.3. Particular Definitions. Capitalized terms used in this Article but not defined below or elsewhere in this Article shall have the meanings assigned to such terms in the U.S. Pledge Agreement, and if not defined therein, shall have the meanings assigned in the Amendment or in the Amended Credit Agreement. As used in this Article:

“Amendment Date Domestic Pledgors” means Ball Beverage Can Americas Inc., Ball BP Holding Company, Ball Corporation, Ball Holdings LLC, Ball Inc., Ball Metal Beverage Container Corp., Ball Packaging, LLC, and Ball Technologies Holdings Corp.

“Amendment Date Foreign Pledgors” means Ball International Holdings II, LLC, Ball International Holdings LLC, Ball International, LLC, Ball Pan-European Holdings, LLC.

“Original Pledge Agreement” means that certain Pledge Agreement, dated as of March 18, 2016, made by Company, Ball International LLC, Ball Pan-European Holdings, LLC, Ball Holdings LLC, Ball Aerosol and Specialty Container Holding Corporation, Ball Metal Beverage Container Corp., Ball Packaging, LLC and Ball Technologies Holding Corp., to the Collateral Agent.

“Pledge Joinder No. 1” means that certain Addition of New Pledgor to Pledge Agreement, dated as of March 27, 2017, between Ball International Holdings, LLC and the Administrative Agent.

“Pledge Joinder No. 2” means that certain Addition of New Pledgor to Pledge Agreement, dated as of March 27, 2017, between Ball International Holdings II, LLC and the Administrative Agent.

“Pledge Joinder No. 3” means the Addition of New Pledgor to Pledge Agreement, dated as of March 27, 2017, between Ball International Partners S.C.S. and the Administrative Agent.

“Pledge Joinder No. 4” means the Addition of New Pledgor to Pledge Agreement, dated as of March 27, 2017, between Rexam Overseas Holdings Limited and the Administrative Agent.

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“Pledge Joinder No. 5” means the Addition of New Pledgors to Pledge Agreement, dated as of March 2, 2018, among Ball Inc., Ball Beverage Can Americas Inc., Ball BP Holding Company and the Collateral Agent.

“U.S. Pledge Agreement” means the Original Pledge Agreement as amended by Pledge Joinder Xx. 0, Xxxxxx Xxxxxxx Xx. 0, Pledge Joinder No. 3, Pledge Joinder No. 4 and Pledge Joinder No. 5.

“Disclosure Letter” means that certain Confidential Disclosure Letter to the Credit Agreement delivered by Company to the Administrative Agent on the Amendment Effective Date.

ARTICLE VII
MISCELLANEOUS

SECTION 7.1. Cross-References.  References in this Amendment to any Article or Section are, unless otherwise specified, to such Article or Section of this Amendment.

SECTION 7.2. Loan Document.  This Amendment shall constitute a Loan Document for all purposes of the Amended Credit Agreement and the other Loan Documents.

SECTION 7.3. Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

SECTION 7.4. Counterparts.  This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.  Delivery by facsimile, .pdf or electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

SECTION 7.5. Governing Law; WAIVER OF JURY TRIAL; Etc..  THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 12.9 OF THE EXISTING CREDIT AGREEMENT (OTHER THAN CLAUSE (C) THEREOF) IS HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT AS IF SET FORTH IN FULL, MUTATIS MUTANDIS.

EACH OF THE PARTIES TO THIS AMENDMENT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY COURT OR JURISDICTION IN RESPECT OF ANY MATTER ARISING OUT OF OR DIRECTLY RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT.

SECTION 7.6. Full Force and Effect; Limited Amendment.  (a) Except as expressly set forth in this Amendment or in the Amended Credit Agreement, this Amendment shall not (i) by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Facing Agents, the Administrative Agent or the Collateral Agent under the Existing Credit Agreement or any other Loan Document, or (ii) alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other

12

provision of the Existing Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrowers or any other Credit Parties to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances.

(b) On and after the Second Amendment Effective Date, each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document, in each case shall be deemed a reference to the Amended Credit Agreement.

SECTION 7.7. No Waiver.  Except as expressly set forth herein, this Amendment is not, and shall not be deemed to be, a waiver or a consent to any Default or Unmatured Event of Default or other non-compliance now existing or hereafter arising under the Existing Credit Agreement or any other Loan Document.

SECTION 7.8. Headings.  Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment.

[Signature pages to follow]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed and delivered by a Responsible Officer as of the date first above written.

	BALL CORPORATION, an Indiana corporation
	By:	/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Vice President and Treasurer
	BALL AEROSPACE & TECHNOLOGIES CORP.
	BALL DELAWARE HOLDINGS, LLC
	BALL GLOBAL BUSINESS SERVICES CORP.
	BALL HOLDINGS CORP.
	BALL INTERNATIONAL HOLDINGS LLC
	BALL INTERNATIONAL HOLDINGS II, LLC
	BALL METAL BEVERAGE CONTAINER CORP.
	BALL PACKAGING, LLC
	BALL TECHNOLOGIES HOLDINGS CORP.
	LATAS DE ALUMINIO BALL, INC.
	REXAM BEVERAGE CAN COMPANY
	USC MAY VERPACKUNGEN HOLDINGS INC.
	By:	/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Vice President and Treasurer

[Signature Page to Second Amendment to Credit Agreement]

	BALL INC.
	BALL INTERNATIONAL, LLC
	BALL CORPORATION, a Nevada corporation
	BALL GLASS CONTAINERS, INC.
	BALL HOLDINGS LLC
	By:	/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Treasurer
	BALL ADVANCED ALUMINUM TECHNOLOGIES CORP.
	BALL METAL CONTAINER CORPORATION
	By:	/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Treasurer
	BALL BEVERAGE CAN AMERICAS INC.
	BALL BP HOLDING COMPANY
	By:	/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Treasurer

[Signature Page to Second Amendment to Credit Agreement]

	BALL CONTAINER LLC
	By:	/s/ Xxxxxxx X. Xxxxx
		Name: Xxxxxxx X. Xxxxx
		Title: President and Secretary
	BALL ASIA SERVICES LIMITED
	By:	/s/ Xxxxxxx X. Xxxxx
		Name: Xxxxxxx X. Xxxxx
		Title: Vice President and Secretary
	BALL PAN-EUROPEAN HOLDINGS, LLC
	By:	/s/ Xxxxxxx X. Xxxxx
		Name: Xxxxxxx X. Xxxxx
		Title: Assistant Secretary

[Signature Page to Second Amendment to Credit Agreement]

	BALL UK ACQUISITION LIMITED
	By:	/s/ Xxxxxxx X. Xxxxx
		Name: Xxxxxxx X. Xxxxx
		Title: Director

[Signature Page to Second Amendment to Credit Agreement]

	REXAM LIMITED
	By:	/s/ Xxxxxxx X. Xxxxx
		Name: Xxxxxxx X. Xxxxx
		Title: Director

[Signature Page to Second Amendment to Credit Agreement]

	DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent, Revolving Lender, USD Term A Lender, U.S. Swing Line Lender, European Swing Line Lender and Initial Facing Agent
	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Vice President
	By:	/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Vice President

[Signature Page to Second Amendment to Credit Agreement]

	BANK OF AMERICA, N.A., as a USD Term A Lender, USD Revolving Lender, Multicurrency Revolving Lender, and Initial Facing Agent
	By:	/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: SVP

[Signature Page to Second Amendment to Credit Agreement]

	BNP PARIBAS, as a USD Term A Lender, USD Revolving Lender, Multicurrency Revolving Lender, and Initial Facing Agent
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		Title: Director
	By:	/s/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		Title: Director

[Signature Page to Second Amendment to Credit Agreement]

	Coöperatieve Rabobank U.A., New York Branch, as a USD Term A Lender, USD Revolving Lender, Multicurrency Revolving Lender, & Initial Facing Agent
	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Executive Director
	By:	/s/ Xxxxxxxx Xxxxx
		Name: Xxxxxxxx Xxxxx
		Title: Vice Director

[Signature Page to Second Amendment to Credit Agreement]

	UNICREDIT BANK AG, NEW YORK BRANCH,
	as a USD Term A Lender, Multicurrency Revolving Lender, and Initial Facing Agent
	By:	/s/Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Managing Director
	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Director

[Signature Page to Second Amendment to Credit Agreement]

	BANCO BRADESCO S.A. - NEW YORK BRANCH, as a USD Revolving Lender
	By:	/s/ Xxxxxxx Xxxx xx Xxxxxx
		Name: 161.568 - Xxxxxxx Xxxx xx Xxxxxx
		Title:
	By:	/s/ Xxxxxx Xxxxxxx Bonilha Neto
		Name: Xxxxxx Xxxxxxx Bonilha Neto
		Title: 000.000.000-00

[Signature Page to Second Amendment to Credit Agreement]

	BANCO DE SABADELL, S.A., MIAMI BRANCH as a USD Term A Lender, USD Revolving Lender, Multicurrency Revolving Lender
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		Title: Head of Corporate Banking
	By:	/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: Chief Commercial Officer Americas

[Signature Page to Second Amendment to Credit Agreement]

	Bank of China, Chicago Branch, as a USD Term A Lender and USD Revolving Lender
	By:	/s/ Xxxxx Xx
		Name: Xxxxx Xx
		Title: SVP & Branch Manager

[Signature Page to Second Amendment to Credit Agreement]

	The Bank of East Asia, Limited, New York Branch, as a USD Term A Lender and USD Revolving Lender
	By:	/s/ Xxxxx Xxx
		Name: Xxxxx Xxx
		Title: SVP
	By:	/s/ Kitty Sin
		Name: Kitty Sin
		Title: SVP

[Signature Page to Second Amendment to Credit Agreement]

	Bank of Montreal, as a USD Term A Lender and
	USD Revolving Lender
	By:	/s/ Xxxxxxx Xxxxxxxxx
		Name: Xxxxxxx Xxxxxxxxx
		Title: Managing Director

[Signature Page to Second Amendment to Credit Agreement]

	Bank of Montreal, London Branch, as a Multicurrency Revolving Lender
	By:	/s/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		Title: Managing Director
	By:	/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: Managing Director

[Signature Page to Second Amendment to Credit Agreement]

	THE BANK OF NOVA SCOTIA, as a USD Term A Lender, a USD Revolving Lender, and a Multicurrency Revolving Lender
	By:	/s/ Xxxxxxx Grad
		Name: Xxxxxxx Grad
		Title: Director

[Signature Page to Second Amendment to Credit Agreement]

	BARCLAYS BANK PLC, as a USD Revolving Lender and Multicurrency Revolving Lender
	By:	/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: Vice President

[Signature Page to Second Amendment to Credit Agreement]

	BOKF, NA DBA BOK FINANCIAL, as a USD Term A Lender and a USD Revolving Lender
	By:	/s/ Xxxxxxx X. Xxxxx
		Name: Xxxxxxx X. Xxxxx
		Title: Senior Vice President

[Signature Page to Second Amendment to Credit Agreement]

	Capital One, National Association, as a USD Term A Lender, USD Revolving Lender, and Multicurrency Revolving Lender
	By:	/s/ Xxxxxxx XxXxxxxx
		Name: Xxxxxxx XxXxxxxx
		Title: Senior Vice President
	For Institutions requiring a second signature line:
	By:
		Name:
		Title:

[Signature Page to Second Amendment to Credit Agreement]

	Credit Industriel et Commercial New York Branch, as a USD Term A Lender, USD Revolving Lender, and Multicurrency Revolving Lender
	By:	/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: Vice President
	By:	/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Managing Director

[Signature Page to Second Amendment to Credit Agreement]

	Crédit Industriel et Commercial, London Branch, as a USD Term A Lender, USD Revolving Lender and Multicurrency Revolving Lender
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		Title: Head of Corporate Finance
	For Institutions requiring a second signature line:
	By:	/s/ Alexandre Berthier
		Name: Alexandre Berthier
		Title: Corporate Finance Manager

[Signature Page to Second Amendment to Credit Agreement]

	Citibank, N.A., as a USD Term A Lender, USD Revolving Lender, Multicurrency Revolving Lender
	By:	/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Director
	For Institutions requiring a second signature line:
	By:
		Name:
		Title:

[Signature Page to Second Amendment to Credit Agreement]

	CoBank, ACB,
	as a USD Term A Lender, USD Revolving Lender
	By:	/s/ Xxxxxxx Xxxxxxxxxx
		Name: Xxxxxxx Xxxxxxxxxx
		Title: Sector Vice President
	For Institutions requiring a second signature line:
	By:
		Name:
		Title:

[Signature Page to Second Amendment to Credit Agreement]

	COMERICA BANK, as a USD Revolving Lender
	By:	/s/ Xxx X Xxxxxx
		Name: Xxx X Xxxxxx
		Title: Vice President
	For Institutions requiring a second signature line:
	By:
		Name:
		Title:

[Signature Page to Second Amendment to Credit Agreement]

	COMERICA BANK, as a USD Term A Lender
	By:	/s/Xxx X Xxxxxx
		Name: Xxx X Xxxxxx
		Title: Vice President
	For Institutions requiring a second signature line:
	By:
		Name:
		Title:

[Signature Page to Second Amendment to Credit Agreement]

	Commerce Bank, as a Lender
	By:	/s/ Xxxx Area
		Name: Xxxx Area
		Title: Senior Vice President

[Signature Page to Second Amendment to Credit Agreement]

	Credit Agricole Corporate and Investment Bank, as a USD Term A Lender, USD Revolving Lender, Multicurrency Revolving Lender
	By:	/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Managing Director
	By:	/s/ Xxxxxx Xxx
		Name: Xxxxxx Xxx
		Title: Director

[Signature Page to Second Amendment to Credit Agreement]

	XXXXXXX XXXXX BANK, N.A., as a USD Term A Lender, USD Revolving Lender and Multicurrency Revolving Lender
	By:	/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Authorized Signatory

[Signature Page to Second Amendment to Credit Agreement]

	HSBC Bank USA, N.A., as a USD Term A Lender, USD Revolving Lender, and Multicurrency Revolving Lender
	By:	/s/Xxxxxxxx XxxXxxxxx
		Name: Xxxxxxxx XxxXxxxxx
		Title: Managing Director

[Signature Page to Second Amendment to Credit Agreement]

	THE HUNTINGTON NATIONAL BANK, as a USD Term A Lender and a USD Revolving Lender
	By:	/s/ Xxxxx X. Xxxxxxxxx
		Name: Xxxxx X. Xxxxxxxxx
		Title: Managing Director

[Signature Page to Second Amendment to Credit Agreement]

	INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH as a USD Term A Lender, USD Revolving Lender, Multicurrency Revolving Lender
	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Director
	By:	/s/ Gang Duan
		Name: Gang Duan
		Title: Executive Director

[Signature Page to Second Amendment to Credit Agreement]

	Intesa Sanpaolo S.p.A. New York Branch, as a USD Revolving Lender and a Multicurrency Revolving Lender
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Global Relationship Manager
	For Institutions requiring a second signature line:
	By:	/s/ Xxxxxxx Xxxxxx di Miglione
		Name: Xxxxxxx Xxxxxx di Miglione
		Title: VP & Relationship Manager

[Signature Page to Second Amendment to Credit Agreement]

	KBC Bank N.V., acting through its New York Branch, as a USD Term A Lender, USD Revolving Lender, and Multicurrency Revolving Lender
	By:	/s/ Xxxxxxxx Xxxxx
		Name: Xxxxxxxx Xxxxx
		Title: Director
	For Institutions requiring a second signature line:
	By:	/s/ Xxxx Xxxxxxxxx
		Name: Xxxx Xxxxxxxxx
		Title: Director

[Signature Page to Second Amendment to Credit Agreement]

	KEYBANK NATIONAL ASSOCIATION,
	as a USD Term A Lender, USD Revolving Lender and Multicurrency Revolving Lender
	By:	/s/Xxxxxx Xxxxxxxx
		Name: Xxxxxx Xxxxxxxx
		Title: Senior Vice President

[Signature Page to Second Amendment to Credit Agreement]

	Landesbank Hessen-Thüringen Girozentrale, as a USD Term A Lender, USD Revolving Lender, and Multicurrency Revolving Lender
	By:	/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: SVP
	For Institutions requiring a second signature line:
	By:	/s/ Dr. Xxxxxxx Xxxx
		Name: Dr. Xxxxxxx Xxxx
		Title: SVP

[Signature Page to Second Amendment to Credit Agreement]

	Lloyds Bank Corporate Markets plc, as a USD Term A Lender, USD Revolving Lender, Multicurrency Revolving Lender
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Assistant Manager Transaction Execution Category A B 002
	By:	/s/ Xxxxx XxXxxxx
		Name:	Xxxxx XxXxxxx
		Title:	Assistant Manager Transaction Execution Category A M 004

[Signature Page to Second Amendment to Credit Agreement]

	Macquarie Bank Limited, as a USD Term A Lender and USD Revolving Lender
	By:	/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Division Director
	By:	/s/ Taliessin Xxxx
		Name: Taliessin Xxxx
		Title: Associate Director
	(Signed in Australia, POA Ref: #2468 dated 7 June, 2017)

[Signature Page to Second Amendment to Credit Agreement]

	Mega International Commercial Bank Co., Ltd. New York Branch, as a USD Term A Lender and USD Revolving Lender
	By:	/s/ Tsung Xxx Xxxx
		Name: Tsung Xxx Xxxx
		Title: AVP

[Signature Page to Second Amendment to Credit Agreement]

	Mizuho Bank, Ltd., as a USD Term A Lender, USD Revolving Lender and Multicurrency Revolving Lender
	By:	/s/ Xxxxx XxXxxxxxxxx
		Name: Xxxxx XxXxxxxxxxx
		Title: Authorized Signatory

[Signature Page to Second Amendment to Credit Agreement]

	XXXXXX XXXXXXX BANK, N.A., as a USD Revolving Lender
	By:	/s/ Xxxxxxx Xxxx
		Name: Xxxxxxx Xxxx
		Title: Authorized Signatory

[Signature Page to Second Amendment to Credit Agreement]

	MUFG BANK, LTD. (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as a USD Term A Lender, USD Revolving Lender, Multicurrency Revolving Lender
	By:	/s/ Xxxxxxxx Xxxxxxxxxx
		Name: Xxxxxxxx Xxxxxxxxxx
		Title: Authorized Signatory

[Signature Page to Second Amendment to Credit Agreement]

	The Northern Trust Company, as a USD Term A Lender, USD Revolving Lender, Multicurrency Revolving Lender
	By:	/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: Senior Vice President

[Signature Page to Second Amendment to Credit Agreement]

	PNC BANK, NATIONAL ASSOCIATION, as a USD Term A Lender, USD Revolving Lender, Multicurrency Revolving Lender
	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: AVP

[Signature Page to Second Amendment to Credit Agreement]

	Raiffeisen Bank International AG, as a USD Term A Lender, USD Revolving Lender, Multicurrency Revolving Lender
	By:	/s/ X. Xxxxxxxxxxx
		Name: X. Xxxxxxxxxxx
		Title: Director
	For Institutions requiring a second signature line:
	By:	/s/ Romana Pfalzmann
		Name: Romana Pfalzman
		Title: Manager

[Signature Page to Second Amendment to Credit Agreement]

	Santander Bank, N.A., as a USD Term A Lender, USD Revolving Lender and Multicurrency Revolving Lender
	By:	/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Executive Director
	By:	/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Executive Director

[Signature Page to Second Amendment to Credit Agreement]

	Sumitomo Mitsui Banking Corporation, as a USD Term A Lender, USD Revolving Lender, Multicurrency Revolving Lender
	By:	/s/ Xxxxx X. Xxxxxxxxx
		Name: Xxxxx X. Xxxxxxxxx
		Title: Managing Director

[Signature Page to Second Amendment to Credit Agreement]

	Standard Chartered Bank,
	As, USD Term A Lender, Multicurrency Revolving Lender
	By:	/s/ Xxxxxxxxx Xxxxxxxx
		Name:	Xxxxxxxxx Xxxxxxxx - A3553
		Title:	Director Standard Chartered Bank

[Signature Page to Second Amendment to Credit Agreement]

	Taiwan Cooperative Bank, Ltd. Acting through its New York Branch, as a USD Term A Lender, USD Revolving Lender
	By:	/s/ Li Xxx Xxxxx
		Name: Li Xxx Xxxxx
		Title: SVP & General Manager
	For Institutions requiring a second signature line:
	By:
		Name:
		Title:

[Signature Page to Second Amendment to Credit Agreement]

	TD BANK, N.A., as a USD Term A Lender, USD Revolving Lender and Multicurrency Revolving Lender
	By:	/s/ Xxxxxxx Xxxxxxxxxx
		Name: Xxxxxxx Xxxxxxxxxx
		Title: Senior Vice President

[Signature Page to Second Amendment to Credit Agreement]

	U.S. BANK NATIONAL ASSOCIATION, as a USD Term A Lender, USD Revolving Lender, and Multicurrency Revolving Lender
	By:	/s/ Xxxxx XxXxxxxx
		Name: Xxxxx XxXxxxxx
		Title: Vice President

[Signature Page to Second Amendment to Credit Agreement]

	Xxxxx Fargo Bank, National Association, as a USD Term A Lender, USD Revolving Lender, and Multicurrency Revolving Lender
	By:	/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Director
	For Institutions requiring a second signature line:
	By:
		Name:
		Title:

[Signature Page to Second Amendment to Credit Agreement]

Exhibit A to

Second Amendment to Credit Agreement

AMENDED CREDIT AGREEMENT

[See attached.]

$1,500,000,0001,250,000,000
USD Revolving Facility
$500,000,000
Multicurrency Revolving Facility
$1,400,000,000797,500,000
USD Term Loan A Facility
€1,100,000,000
EUR Term Loan A Facility

CREDIT AGREEMENT

among

BALL CORPORATION,
BALL UK ACQUISITION LIMITED,
CERTAIN SUBSIDIARIES OF BALL CORPORATION,

DEUTSCHE BANK AG NEW YORK BRANCH
as Administrative Agent

and

VARIOUS LENDING INSTITUTIONS

Dated as of March 18, 2016
as amended by the First Amendment, dated as of March 9. 2018, and
as further amended by the Second Amendment, dated as of March 25, 2019

ARRANGED BY:

DEUTSCHE BANK SECURITIES INC.,
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED,
BANK OF AMERICA, N.A.,
XXXXXXX SACHS BANK USA,
KEYBANC CAPITAL MARKETS INC.,
MIZUHO BANK, LTD.,
and
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,
MIZUHO BANK, LTD.,
SUMITOMO MITSUI BANKING CORPORATION,
UNICREDIT BANK AG — NEW YORK BRANCH,
BNP PARIBAS SECURITIES CORP.,
SANTANDER BANK, N.A. and
BARCLAYS BANK PLC,
as Lead Arrangers and Bookrunners

and

DEUTSCHE BANK AG NEW YORK BRANCH,
BANK OF AMERICA, N.A.,
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,
UNICREDIT BANK AG — NEW YORK BRANCH and
andBNP PARIBAS,
KEYBANK NATIONAL ASSOCIATION

as Initial Facing Agents

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS		17
1.1	Definitions	17
1.2	Accounting Terms; Financial Statements	84107
1.3	Calculation of Exchange Rate	85108
1.4	Timing of Performance	85108
1.5	Limited Condition Transactions	85108
1.6	Luxembourg Terms	87110
1.7	Netherlands Terms	87
1.81.7	Restricted Lenders	87111
1.8	Divisions	111
ARTICLE II AMOUNT AND TERMS OF DOLLAR, STERLING, EURO AND ALTERNATIVE CURRENCY CREDITS		88111
2.1	The Commitments	88111
2.2	Notes	92119
2.3	Minimum Amount of Each Borrowing; Maximum Number of Borrowings	93120
2.4	Borrowing Options	93120
2.5	Notice of Borrowing	93121
2.6	Conversion or Continuation	94122
2.7	Disbursement of Funds	95123
2.8	Utilization of Multicurrency Revolving Commitments in an Alternative Currency	96124
2.9	Additional Facilities	99127
2.10	Letters of Credit.	103132
2.11	Pro Rata Borrowings	114147
2.12	Replacement Revolving Credit FacilityFacilities	114147
2.13	Replacement Term Loans	116150
2.14	Extension of Maturity Date	118152
2.15	Appointment and Removal of Other Subsidiary Borrowers	120155
2.16	Special Provisions Relating to a Re-Denomination Event	121156
ARTICLE III INTEREST AND FEES		123158
3.1	Interest	123158
3.2	Fees	124159
3.3	Computation of Interest and Fees	126161
3.4	Interest Periods	126161
3.5	Compensation for Funding Losses	127162
3.6	Increased Costs, Alternate Rate of Interest, Illegality, Etc.	128163

i

3.7	Replacement of Affected Lenders	132168
ARTICLE IV REDUCTION OF COMMITMENTS; PAYMENTS AND PREPAYMENTS 133; DEFAULTING LENDERS		170
4.1	Voluntary Reduction of Commitments; Defaulting Lenders	133170
4.2	Mandatory Reduction of Commitments	138175
4.3	Voluntary Prepayments	138175
4.4	Mandatory Prepayments	139177
4.5	Application of Prepayments	143181
4.6	Method and Place of Payment	144182
4.7	Net Payments	145184
ARTICLE V CONDITIONS PRECEDENT		153192
5.1	Conditions Precedent to Initial Credit Event	153198
5.2	Conditions Precedent to Initial Certain Funds Credit Event	157
5.3	Conditions Precedent to all Certain Funds Credit Events	158
5.45.2	Conditions Precedent to all Other Credit Events	158174
5.5	Actions by Certain Funds Term Lenders During Certain Funds Period	159
ARTICLE VI REPRESENTATIONS AND WARRANTIES		160200
6.1	Corporate Status	161200
6.2	Corporate Power and Authority	161200
6.3	No Violation	161200
6.4	Governmental Approvals	161201
6.5	Financial Statements; Solvency; Projections; Material Adverse Change	162201
6.6	Litigation	163202
6.7	True and Complete Disclosure	163202
6.8	Use of Proceeds; Margin Regulations	163203
6.9	Taxes	164204
6.10	Labor Relations	165204
6.11	Security Documents	165205
6.12	Compliance With ERISA	166205
6.13	Foreign Pension Matters	166206
6.14	Ownership of Property	167207
6.15	Capitalization of Company	167207
6.16	Subsidiaries	167207
6.17	Compliance With Law, Etc.	168208
6.18	Investment Company Act	168208
6.19	Environmental Matters	168208
6.20	Intellectual Property, Licenses, Franchises and Formulas	168209
6.21	OFAC; Patriot Act; FCPA	169209
6.22	Press Release; Offer Document; Scheme Circular; etc	169
6.236.22	Luxembourg Specific Representations	169210
6.246.23	COMI	170210

ARTICLE VII AFFIRMATIVE COVENANTS		170211
7.1	Financial Statements	170211
7.2	Certificates; Other Information	171212
7.3	Notices	172213
7.4	Conduct of Business and Maintenance of Existence	173214
7.5	Payment of Taxes	173214
7.6	Inspection of Property, Books and Records	174215
7.7	ERISA	174215
7.8	Foreign Pension Plan Compliance	176217
7.9	Maintenance of Property, Insurance	176217
7.10	Environmental Laws	176217
7.11	Use of Proceeds	176218
7.12	Additional Security; Further Assurances	177218
7.13	End of Fiscal Years; Fiscal Quarters	180222
7.14	Post-Closing Covenants	180
ARTICLE VIII NEGATIVE COVENANTS		180223
8.1	Liens	180223
8.2	Indebtedness	184228
8.3	Fundamental Changes	190235
8.4	Asset Sales	192237
8.5	Dividends or Other Distributions	195241
8.6	Issuance of Stock	197243
8.7	Loans, Investment and Acquisitions	197244
8.8	Transactions with Affiliates	200247
8.9	Sale-Leasebacks	201248
8.10	[Reserved.].	201248
8.11	Lines of Business	201248
8.12	Fiscal Year	201248
8.13	Limitation on Voluntary Payments and Modifications of Subordinated Indebtedness; Modifications of Organizational Documents	201248
8.14	Limitation on Certain Restrictions on Subsidiaries	202249
8.15	Acquisition Undertakings	203
8.168.15	COMI Undertaking	204252
ARTICLE IX FINANCIAL COVENANT		204252
ARTICLE X EVENTS OF DEFAULT		204252
10.1	Events of Default	204252
10.2	Rights Not Exclusive	209257
ARTICLE XI ADMINISTRATIVE AGENT		209257
11.1	Appointment	209258
11.2	Nature of Duties	210258
11.3	Exculpation, Rights Etc.	210258

11.4	Reliance	211259
11.5	Indemnification	211259
11.6	Administrative Agent In Its Individual Capacity	211260
11.7	Notice of Default	212260
11.8	Holders of Obligations	212260
11.9	Resignation by the Administrative Agent	212261
11.10	Administrative Agent or Collateral Agent as UK Security Trustee	212261
11.11	The Lead Arrangers; Bookrunners; Senior Managing Agents	214262
11.12	Parallel Debt Provisions 214[Reserved]	263
11.13	Certain ERISA Matters	263
ARTICLE XII MISCELLANEOUS		215266
12.1	No Waiver; Modifications in Writing	215266
12.2	Further Assurances	220271
12.3	Notices, Delivery Etc.	220271
12.4	Costs, Expenses and Taxes; Indemnification	221272
12.5	Confirmations	225276
12.6	Adjustment; Setoff	225276
12.7	Execution in Counterparts; Electronic Execution of Assignments	226278
12.8	Binding Effect; Assignment; Addition and Substitution of Lenders	226278
12.9	CONSENT TO JURISDICTION; MUTUAL WAIVER OF JURY TRIAL; SERVICE OF PROCESS	232284
12.10	Release of Collateral	233285
12.11	GOVERNING LAW	233285
12.12	Severability of Provisions	233286
12.13	Transfers of Notes	233286
12.14	Registry	234286
12.15	[Reserved.]	234287
12.16	Headings	234287
12.17	Termination of Agreement	234287
12.18	Confidentiality	235287
12.19	Concerning the Collateral, the Guaranty and the other Loan Documents	236289
12.20	Effectiveness	239292
12.21	USA Patriot Act	239292
12.22	Restrictions on Guarantees and Pledges	239292
12.23	Redesignation of Unrestricted Entities as Subsidiaries	239293
12.24	No Fiduciary Responsibility	240293
12.25	Waiver of Sovereign Immunity	240293
12.26	EU Bail-In Clause	241294

Exhibits

Exhibit 2.1(f)		Form of USD Swing Line Loan Participation Certificate
Exhibit 2.1(g)		Form of Multicurrency Swing Line Loan Participation Certificate
Exhibit 2.2(a)(1)		Form of USD Term A Note
Exhibit 2.2(a)(2)		Form of EUR Term AUSD Revolving Note
Exhibit 2.2(a)(3)		Form of Multicurrency Revolving Note
Exhibit 2.2(a)(4)		Form of U.S.USD Swing Line Note
Exhibit 2.2(a)(5)		Form of Multicurrency European Swing Line Note
Exhibit 2.2(a)(6)		Form of Multicurrency U.S. Swing Line Note
Exhibit 2.5		Form of Notice of Borrowing
Exhibit 2.6		Form of Notice of Conversion or Continuation
Exhibit 2.10(c)		Form of Notice of Issuance
Exhibit 2.15		Form of Joinder Agreement
Exhibit 4.7(f)-1		Form of U.S. Tax Compliance Certificate
Exhibit 4.7(f)-2		Form of U.S. Tax Compliance Certificate
Exhibit 4.7(f)-3		Form of U.S. Tax Compliance Certificate
Exhibit 4.7(f)-4		Form of U.S. Tax Compliance Certificate
Exhibit 5.1(a)(ii)		Form of Guaranty
Exhibit 5.1(a)(iii)		Form of U.S. Pledge Agreement
Exhibit 5.1(c)		Form of Officer’s Certificate
Exhibit 5.1(d)		Form of Secretary’s Certificate
Exhibit 5.1(g)		Form of Solvency Certificate
Exhibit 5.1(r)		Form of CP Memorandum to Cash Confirmation Provider
Exhibit 5.2(d)		Form of Officer’s Certificate Pursuant to Section 5.2(d)
Exhibit 7.2(a)		Form of Compliance Certificate Pursuant to Section 7.2(a)
Exhibit 8.2(j)		Form of Subordination Terms
Exhibit 12.8(c)		Form of Assignment and Assumption Agreement

Schedules

Schedule 1.1(a)		Commitments
Schedule 1.1(b)		Acquisition Undertakings[Reserved]
Schedule 1.1(c)		Revolver Sublimits
Schedule 1.1(d)		Subsidiary Borrowers
Schedule 1.1(e)		Unrestricted Entities
Schedule 1.1(f)		Applicable Designees
Schedule 1.1(g)		Applicable LC SublimitSublimits
Schedule 1.1(h)		Existing Target Credit Facilities[Reserved]
Schedule 1.1(i)		UK Qualifying Lender Confirmation and UK DTTP Scheme
Schedule 1.1(j)		Target Domestic Subsidiaries[Reserved]
Schedule 1.1(k)		Senior Managing Agents
Schedule 2.10(j)		Outstanding Letters of Credit
Schedule 6.3		Approvals and Consents

Schedule 6.4		Governmental Approvals
Schedule 6.13		Foreign Pension Plans
Schedule 6.16		Organization of Subsidiaries
Schedule 8.1(u)		Foreign Pension Plan Liens
Schedule 8.2		Indebtedness
Schedule 8.7		Existing Investments
Schedule 8.8		Transactions with Affiliates
Schedule 8.14(a)		Existing Restrictions on Subsidiaries
Schedule 12.3		Notice Addresses
Schedule 12.8(b)		Voting Participants

CREDIT AGREEMENT

THIS CREDIT AGREEMENT is dated as of March 18, 2016 (as amended as of March 9, 2018, as further amended as of March 25, 2019, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) and is made by and among BALL CORPORATION, an Indiana corporation (“Company”), BALL UK ACQUISITION LIMITED, a private limited company registered in England and Wales with company number 09441371 and whose registered office is at c/o Skadden, Arps, Slate, Xxxxxxx & Xxxx (UK) LLP, 00 Xxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx (“Purchaser”), each Other Subsidiary Borrower (as defined herein), the undersigned financial institutions, in their capacities as lenders hereunder (collectively, the “Lenders,” and each individually, a “Lender”), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity “Administrative Agent”), DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent for the Lenders and DEUTSCHE BANK AG NEW YORK BRANCH, BANK OF AMERICA, N.A. and KEYBANK NATIONAL ASSOCIATION, COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, UNICREDIT BANK AG — NEW YORK BRANCH and BNP PARIBAS each as an initial revolving letter of credit facing agent (each, in such capacity, an “Initial Facing Agent” and collectively, in such capacities, the “Initial Facing Agents”).

In consideration of the premises and of the mutual covenants herein contained the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.1 Definitions. As used herein, and unless the context requires a different meaning, the following terms have the meanings indicated:

“Acceptance Condition” has the meaning assigned to that term in Section 5.2(b).

“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (i) the purchase by a Person of all or substantially all of the assets of a Person, or of any business or business unit, line of business or division of a Person, (ii) the acquisition of in excess of 50% of the Capital Stock of any Person, or otherwise causing any Person to become a Subsidiary (other than pursuant to a designation of a Person as a Subsidiary pursuant to the definition of “Subsidiary”), or (iii) the merger, consolidation or amalgamation of any Person with any other Person (other than a Person that is a Subsidiary).

“Acquisition Undertakings” means the undertakings set forth on Schedule 1.1(b).

7

“Additional Facilities” has the meaning assigned to that term in Section 2.9(a).

“Additional Facility Commitment” means, with respect to any Lender and any Additional Facility, the obligation of such Lender to make loans under such Additional Facility, as such commitment may be adjusted from time to time pursuant to this Agreement.

“Additional Facility Limit” means an amount equal to the sum of (x)(i) $300,000,000 (or the Dollar Equivalent thereof at the time of funding) less (ii) the aggregate principal amount of all Additional Facilities incurred or issued in reliance on clause (x)(i) of this definition plus (y) (A) the amount of any optional prepayment of any Loan including any Loan under any Additional Facility (other than, in each case, incurred pursuant to clause (z) below) in accordance with Section 4.3 (accompanied, to the extent such prepayments are of Loans under any Multicurrency Revolving Facility and/or any Additional Revolving Facility, by a commitment reduction in the like amount under such Multicurrency Revolving Facility and/or Additional Revolving Facility) and/or the amount of any permanent reduction of any Multicurrency Revolving Commitment or Additional Facility Commitment so long as, in the case of any optional prepayment, such prepayment was not funded with the proceeds of a contemporaneous refinancing with new long-term Indebtedness less (B) the aggregate principal amount of all Additional Facilities incurred or issued in reliance on clause (y)(A) of this definition plus (z) an amount such that, at the time of the incurrence of the applicable Additional Facility (after giving effect to the full utilization of the applicable Additional Facility), the First Lien Net Leverage Ratio of Company and its Subsidiaries does not exceed 2.0 to 1.0 (it being acknowledged that each Additional Facility under Section 2.9 shall be incurred under clause (z) if clause (z) is available at the time of such incurrence up to the maximum amount available, and any additional amounts incurred at any time that clause (z) is unavailable shall be incurred under clauses (x) and/or (y), and any simultaneous incurrence under clauses (x) and/or (y) shall not be given pro forma effect for purposes of determining the First Lien Net Leverage Ratio with respect to any incurrence under clause (z)), calculated on a Pro Forma Basis, after giving effect to the application of the proceeds thereof (but without “netting” the Cash proceeds of the applicable Additional Facility; provided that to the extent the Cash proceeds thereof are used to repay Indebtedness, pro forma effect shall be given to such repayment of Indebtedness) and, in the case of any Additional Revolving Facility, assuming a full drawing under such Additional Revolving Facility, and determined on the basis of the financial statements for the most recently completed four Fiscal Quarter period of Company that are internally available. For the avoidance of doubt, undrawn Commitments under the existing Facilities (other than an Additional Revolving Facility (as contemplated in the proviso to the immediately preceding sentence) shall be disregarded for purposes of calculating the amounts available under clause (z) above.

“Additional Revolving Facility” has the meaning assigned to that term in Section 2.9(a).

“Additional Security Documents” means the pledge agreements entered into pursuant to Section 7.12 with respect to additional Collateral.

8

“Additional Term Loans” has the meaning assigned to that term in Section 2.9(a).

“Administrative Agent” has the meaning assigned to that term in the introduction to this Agreement and any successor Administrative Agent in such capacity.

“Aerospace Asset Disposition” means, for purposes of the definition of Net Sale Proceeds and mandatory prepayments under Section 4.4(c), (i) an Asset Disposition to one or more Persons other than the Company or any of its Subsidiaries, by Company or any of its Subsidiaries of all or a portion of (a) the Aerospace Business (whether or not such disposition is to any Permitted Aerospace JV), (b) the Capital Stock of a Person holding only the Aerospace Business or (c) the Capital Stock of any Permitted Aerospace JV or (ii) the receipt by Company or any of its Subsidiaries of a liquidating dividend in respect of an interest in the Capital Stock of any Permitted Aerospace JV.

“Aerospace Business” means the assets constituting the aerospace business of Company, including the business of Ball Aerospace and its Subsidiaries on the ClosingSecond Amendment Effective Date, and businesses directly or indirectly owned or operated by Company or any of its Subsidiaries and reasonably related or incidental to such aerospace business, but excluding all Cash and Cash Equivalents held by said aerospace business and related or incidental businesses other than Cash and Cash Equivalents held in the ordinary course of business and in an amount consistent with past practices.

“Affiliate” means, with respect to any Person, any Person or group acting in concert in respect of the Person in question that, directly or indirectly, controls or is controlled by or is under common control with such Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person or group of Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise; provided that being an officer or a director of a Person shall not, in and of itself, be deemed “control” of such Person. None of the Administrative Agent, the Lead Arrangers, any Lender or any of their respective Affiliates shall be considered an Affiliate of Company or any of its Subsidiaries.

“Agent” has the meaning assigned to that term in Section 11.1.

“Aggregate Pro Rata Share” has the meaning assigned to that term in Section 11.5.

“Agreed Alternative Currency” has the meaning assigned to that term in Section 2.8(b).

“Agreed Guaranty and Security Principles” means, with respect to any Subsidiary incorporated or formed under the laws of any jurisdiction, that a guaranty of any of the Obligations (including pursuant to the Guaranty) or a pledge or grant of a security interest in an

9

asset (including Capital Stock) otherwise required to be pledged under this Agreement or any other Loan Document, in each case shall not be required to be given by such Subsidiary to the extent that such guaranty, pledge or grant:

(a) is prohibited by or in breach of or could reasonably be expected to be in breach of (i) any Requirement of Law (including, but not limited to, any exchange control, financial assistance, corporate benefit, corporate interest, minimum capitalization, fraudulent conveyance, “interest stripping”, transfer pricing, thin capitalization, retention of title or similar laws, rules or regulations) or (ii) any contractual obligation (including pursuant to any joint venture or similar agreement) in effect as of the ClosingSecond Amendment Effective Date (or, if later, the date such Subsidiary is formed or acquired so long as not incurredentered into in contemplation thereof (of such formation or acquisition other than pursuant to customary terms in the acquisition agreement pursuant to which such Subsidiary was acquired) or otherwise entered into with a third party that is not prohibited by this Agreement (and not entered into in contemplation of this Agreement), or contractual obligations not more restrictive than any of the foregoing in any material respect, solely in the case of limitations and restrictions impacting guarantees, pledges, security interests and assets, than those in existence at such earlier time) and not entered into in contemplation of this Agreement;

(b) would require consent, approval, license or authorization from any Governmental Authority (including supervisory board, works council, regulator or regulatory board (or equivalent), or other external body) to provide a guarantee, pledge or grant (unless such consent, approval, license or authorization has been received);

(c) could reasonably be expected to result in a risk of (i) breach of the fiduciary duties of, or personal civil or criminal liability on the part of, any of any Foreign Subsidiary’s officers, directors, employees or similar persons or (ii) criminal liability on the part of any Foreign Subsidiary;

(d) could reasonably be expected to result in adverse tax consequences (including adverse effects in relation to interest deductibility, stamp duty and the possibility to form a fiscal unity) to Company or any of its Subsidiaries as determined in good faith by Company in consultation with the Administrative Agent; or

(e) could reasonably be expected to result in costs (including stamp duty, VAT, notarization and registration fees) or other consequences that would be excessive in relation to the benefits afforded thereby, as determined in good faith by Company in consultation with the Administrative Agent.

“Agreement” means this Credithas the meaning assigned to that term in the introduction to this Agreement.

“Alternative Currency” means at any time, Euro, Sterling and any Agreed Alternative Currency.

10

“Alternative Currency Alternate Rate” means, with respect to any Alternative Currency in any jurisdiction, the rate of interest per annum notified to the Administrative Agent by that Lender as soon as practicable after notice is given under Section 3.6(c), and in any event before interest is due to be paid in respect of the applicable Interest Period, based on the cost to that Lender of funding its participation in that Eurocurrency Loan. Notwithstanding anything to the contrary contained herein, Eurocurrency Loans may be made or maintained as Daily Rate Loans only to the extent specified in Section 3.6(c).

“Alternative Currency Loan” means any Loan denominated in a currency other than Dollars.

“Amounts Owing” has the meaning assigned to that term in Section 2.15(b).

“Anti-Corruption Laws” has the meaning assigned to that term in Section 6.21(d).

“Applicable Base Rate Margin” means (i) from the Closing, with respect to the USD Term A Loans, USD Revolving Loans and Multicurrency Revolving Loans, (i) from the Second Amendment Effective Date to the date upon which the Administrative Agent receives the audited financial statements required pursuant to Section 7.1 for the fiscal year ending December 31, 20162019, 0.750.50%, and (ii) at any date thereafter, the applicable percentage rate per annum set forth in the following table under the column “Applicable Base Rate Margin” opposite the Most Recent Total Net Leverage Ratio as of such date:

Most Recent Total Net Leverage Ratio		Applicable Base Rate Margin
Greater than 3.54.0 to 11.0		0.750.50	%
Greater than or equal to 2.53.0 to 11.0 but less than or equal to 3.54.0 to 11.0		0.500.25	%
Less than 2.53.0 to 11.0		0.250.00	%

Any adjustment in the Applicable Base Rate Margin shall be applicable to all Base Rate Loans then existing or subsequently made or issued.

“Applicable Currency” means as to any particular payment or Loan, Dollars or the Alternative Currency in which it is denominated or is payable.

“Applicable Designee” means any Affiliate of a Lender designated thereby from time to time with the consent of the Administrative Agent (which such consent shall not be unreasonably withheld or delayed) to fund all or any portion of such Lender’s Multicurrency Revolving Commitment Percentage of Multicurrency Revolving Loans (and Multicurrency Swing Line Loans and Multicurrency LC Obligations) under this Agreement. As of the ClosingSecond Amendment Effective Date, the Applicable Designees of each Multicurrency

11

Revolving Lender are set forth on Schedule 1.1(f) (which schedule may be updated from time to time upon written notice by any such Lender to the Administrative Agent).

“Applicable Eurocurrency Margin” means (i) from the Closing, with respect to the USD Term A Loans, USD Revolving Loans and Multicurrency Revolving Loans, (i) from the Second Amendment Effective Date to the date upon which the Administrative Agent receives the audited financial statements required pursuant to Section 7.1 for the fiscal year ending December 31, 20162019, 1.751.50%, and (ii) at any date thereafter, the applicable percentage rate per annum set forth in the following table under the column Applicable Eurocurrency Margin opposite the Most Recent Total Net Leverage Ratio on such date:

Most Recent Total Net Leverage Ratio		Applicable Eurocurrency Margin
Greater than 3.54.0 to 11.0		1.751.50	%
Greater than or equal to 2.53.0 to 11.0 but less than or equal to 3.54.0 to 11.0		1.501.25	%
Less than 2.53.0 to 11.0		1.251.00	%

Any adjustment in the Applicable Eurocurrency Margin shall be applicable to all Eurocurrency Loans then existing or subsequently made or issued.

“Applicable Jurisdiction” means the United States, Canada, the United Kingdom, any other member state of the European Union which was a member state prior to May 1, 2004, and such other jurisdictions as the Administrative Agent may agree in its reasonable discretion.

“Applicable LC Sublimit” means, (i) with respect to Multicurrency Letters of Credit issued or to be issued by a Facing Agent, the Applicable Multicurrency LC Sublimit of such Facing Agent, and (ii) with respect to USD Letters of Credit issued or to be issued by a Facing Agent, the Applicable USD LC Sublimit of such Facing Agent.

“Applicable Multicurrency LC Sublimit” means, (i) with respect to each of the Facing Agents on the ClosingSecond Amendment Effective Date, the amount”Multicurrency LC Sublimit” set forth opposite such Facing Agent’s name on Schedule 1.1(g) and (ii) with respect to any other Person that becomes a Facing Agent under the Multicurrency Revolving Facility pursuant to the terms of the applicable agreement pursuant to which such entity agrees to become a Facing Agent hereunderunder the Multicurrency Revolving Facility, such amount as agreed to in writing by Company and such Person at the time such Person becomes a Facing Agent under the Multicurrency Revolving Facility pursuant to the terms of the applicable agreement pursuant to which such entity agrees to become a Facing Agent hereunderunder the Multicurrency Revolving Facility, as each of the foregoing amounts under clauses (i) and (ii) above may be decreased or increased from time to time with the written consent solely of Company and the Facing Agents (provided that any increase in the Applicable LC Sublimit with respect to any

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Facing Agent shall only require the consent of Company and such Facing Agent)Agent to which such decrease or increase applies.

“Applicable Multicurrency Revolving Commitment Fee Percentage” means (i) from the Closing, with respect to the USD Revolving Facility and the Multicurrency Revolving Facility, (i) from the Second Amendment Effective Date to the date upon which the Administrative Agent receives the audited financial statements required pursuant to Section 7.1 for the fiscal year ending December 31, 20162019, 0.300.25%, and (ii) at any date thereafter, the applicable percentage rate per annum set forth in the following table under the column Applicable Revolving Commitment Fee Percentage opposite the Most Recent Total Net Leverage Ratio as of such date:

Most Recent Total Net Leverage Ratio		Applicable Multicurrency Revolving Commitment Fee Percentage
Greater than 3.54.0 to 11.0		0.300.25	%
Greater than or equal to 2.53.0 to 11.0 but less than or equal to 3.54.0 to 11.0		0.250.20	%
Less than 2.53.0 to 11.0		0.200.15	%

“Applicable Term Loan Commitment Fee Percentage” means, for each Term Facility, from the Closing Date to and including the last day of the Certain Funds Period or, if earlier, the termination of the USD Term A Commitments or the EUR Term A Commitments, as applicable, 0.30%.

“Applicable USD LC Sublimit” means, (i) with respect to each of the Facing Agents on the Second Amendment Effective Date, the “USD LC Sublimit” set forth opposite such Facing Agent’s name on Schedule 1.1(g) and (ii) with respect to any other Person that becomes a Facing Agent under the USD Revolving Facility pursuant to the terms of the applicable agreement pursuant to which such entity agrees to become a Facing Agent under the USD Revolving Facility, such amount as agreed to in writing by Company and such Person at the time such Person becomes a Facing Agent under the USD Revolving Facility pursuant to the terms of the applicable agreement pursuant to which such entity agrees to become a Facing Agent under the USD Revolving Facility, as each of the foregoing amounts under clauses (i) and (ii) above may be decreased or increased from time to time with the written consent solely of Company and the Facing Agent to which such decrease or increase applies.

“Approved Member State” means Belgium, France, Germany, Ireland, Italy, Luxembourg, The Netherlands, Spain, Sweden and the United Kingdom.

“Asset Disposition” means any sale, lease, transfer, conveyance or other disposition (or series of related sales, leases, transfers or dispositions) of all or any part of (i) an interest in shares of Capital Stock of a Subsidiary of Company (other than directors’ qualifying

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shares) or (ii) property or other assets (each of (i) and (ii) referred to for the purposes of this definition as a “disposition”) by Company or any of its Subsidiaries.

“Assignee” has the meaning assigned to that term in Section 12.8(c).

“Assignment and Assumption Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit 12.8(c) annexed hereto and made a part hereof(or such other form as mutually agreed by Company and the Administrative Agent) made by any applicable Lender, as assignor, and such Lender’s assignee in accordance with Section 12.8.

“Attributable Debt” means as of the date of determination thereof, without duplication, (i) in connection with a Sale and Leaseback Transaction, the net present value (discounted according to GAAP at the cost of debt implied in the lease) of the obligations of the lessee for rental payments during the then remaining term of any applicable lease, (ii) Receivables Facility Attributable Debt, and (iii) the liquidation or preference value of outstanding Disqualified Capital Stock; provided that Excluded Attributable Debt shall not constitute Attributable Debt.

“Available Liquidity” means, at any date, the sum of (i) the Total Available Multicurrency Revolving Commitment on such date plus (ii) Cash and Cash Equivalents as of such date plus (iii) available amounts under any Permitted Accounts Receivable Securitization, or any Receivables Factoring Facility or similar receivable financing facility that is, in each case, made available on a committed basis on such date.

“Available Multicurrency Revolving Commitment” means, as to any Multicurrency Revolving Lender at any time an amount equal to the excess, if any, of (a) such Multicurrency Revolving Lender’s Multicurrency Revolving Commitment over (b) the sum of (i) the aggregate Effective Amount of then outstanding Multicurrency Revolving Loans made by such Multicurrency Revolving Lender and (ii) such Multicurrency Revolving Lender’s Multicurrency Revolver Pro Rata Share of the Effective Amount of Multicurrency LC Obligations and Multicurrency Swing Line Loans then outstanding.

“Available Multicurrency Revolver Sublimit” means, as to any Other SubsidiaryMulticurrency Revolving Borrower at any time an amount equal to (i) such Borrower’s Multicurrency Revolver Sublimit at such time minus (ii) the sum of (a) the aggregate Effective Amount of then outstanding Multicurrency Revolving Loans made to such Borrower plus (b) the Effective Amount of such Borrower’s Multicurrency LC Obligations plus (c) the aggregate Effective Amount of then outstanding Multicurrency Swing Line Loans made to such Borrower.

“Available USD Revolver Sublimit” means, as to any USD Revolving Borrower at any time an amount equal to (i) such Borrower’s USD Revolver Sublimit at such time minus (ii) the sum of (a) the aggregate Effective Amount of then outstanding USD Revolving Loans made to such Borrower plus (b) the Effective Amount of such Borrower’s USD LC Obligations

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plus (c) the aggregate Effective Amount of then outstanding USD Swing Line Loans made to such Borrower.

“Available USD Revolving Commitment” means, as to any USD Revolving Lender at any time an amount equal to the excess, if any, of (a) such USD Revolving Lender’s USD Revolving Commitment over (b) the sum of (i) the aggregate Effective Amount of then outstanding USD Revolving Loans made by such USD Revolving Lender and (ii) such USD Revolving Lender’s USD Revolver Pro Rata Share of the Effective Amount of USD LC Obligations and USD Swing Line Loans then outstanding.

“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.

“Balance Sheet” means the consolidated balance sheet of Company and its Subsidiaries for the four-Fiscal Quarter period ending on the last day of the most recent Fiscal Quarter completed prior to the first anniversary of the Initial Certain Funds Funding Date, together with all related notes and schedules thereto.

“Ball Aerospace” means Ball Aerospace & Technologies Corp., a Delaware corporation.

“Ball Asia Pacific” means Ball Asia Pacific, Limited, a company organized under the laws of Hong Kong.

“Ball Delaware” means Ball Delaware Holdings, S.C.S., a limited partnership (société en commandite simple) incorporated under the laws of Luxembourg, having its registered office at 0, Xxx Xxxxxxxxx Xxxxx, X-0000 Xxxxxxxxxx, Grand Duchy of15, Xxxxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxxx, X-0000, Xxxxxxxxxx and registered with the Luxembourg Trade and Companies’ Register (R.C.S. Luxembourg) under number B 90.414.

“Ball Europe” means Ball Packaging Europe Holding B.V., a Netherlands private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), registered with the Netherlands Chamber of Commerce under number 24342293.

“Ball Finance” means Ball (Luxembourg) Finance S.à x.x., a private limited liability company (société à responsabilité limitée), organized and existing under the laws of the Grand Duchy of Luxembourg, with registered office at 00 xxx Xxxxxx Xxxxxxx, X-0000

00

Xxxxxxxxxx, with a share capital of EUR 12,500 and registered with the Luxembourg Register of Commerce and Companies (R.C.S Luxembourg) under number B 90416.

“Ball International Luxembourg” means Ball International Holdings S.à x.x., a private limited liability company (société à responsabilité limitée) organized and existing under the laws of the Grand Duchy of Luxembourg, with registered office at 00 xxx Xxxxxx Xxxxxxx, X-0000 Xxxxxxxxxx, with a share capital of EUR 11,012,500 and registered with the Luxembourg Register of Commerce and Companies (R.C.S Luxembourg) under number B 202979.

“Ball International Partners” means Ball International Partners SCS, a limited partnership (société en commandite simple) organized and existing under the laws of the Grand Duchy of Luxembourg, with registered office at 0 xxx Xxxxxxxxx Xxxxx, X-0000 Xxxxxxxxxx and registered with the Luxembourg Register of Commerce and Companies (R.C.S Luxembourg) under number B 202884, acting by its general partner Ball International, LLC.

“Ball Metal Beverage” means Ball Metal Beverage Container Corp., a Colorado corporation.

“Banco Bradesco Loan Agreement” means the Loan Agreement, dated as of February 28, 2013, by and among Latapack and Banco Bradesco S.A., New York Branch.

“Banco do Brasil Fixed Credit Facility Agreement” means the Fixed Credit Facility Agreement, dated as of  May 14, 2014, by and among Latapack and Banco do Brasil S.A.

“Banco do Brasil Tokyo Loan Agreement” means the Foreign Direct Loan Agreement in Foreign Currency and Other Covenants, dated as of March 22, 2013, by and among Latapack and Banco do Brasil S.A., Tokyo Branch and Banco do Brasil S.A.

“Bank Guarantee” means, with respect to each Revolving Facility a direct guarantee issued for the account of Company, and, if requested, a Subsidiary of Company, under such Revolving Facility and otherwise pursuant to the terms of this Agreement by a Facing Agent, in form acceptable to the Facing Agent issuing such guarantee, ensuring that a liability acceptable to thesuch Facing Agent acting reasonably of Company or a Subsidiary of Company to a third Person will be met.

“Bankruptcy Code” means Title I of the Bankruptcy Reform Act of 1978, as amended, as set forth in Title 11 of the United States Code.

“Base Rate” means the greatest of (i) the rate most recently announced by the Administrative Agent at its principal office as its “prime rate”, which is not necessarily the lowest rate made available by the Administrative Agent, (ii) the Federal Funds Rate plus 1/2 of 1% per annum, and (iii) the Eurocurrency Rate plus 1.00%. The “prime rate” announced by the Administrative Agent is evidenced by the recording thereof after its announcement in such

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internal publication or publications as the Administrative Agent may designate. Any change in the interest rate resulting from a change in such “prime rate” announced by the Administrative Agent shall become effective without prior notice to Borrowers as of 12:01 a.m. (New York City time) on the Business Day on which each change in such “prime rate” is announced by the Administrative Agent. The Administrative Agent may make commercial or other loans to others at rates of interest at, above or below its “prime rate”.

“Base Rate Loan” means any Loan which bears interest at a rate determined with reference to the Base Rate.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as 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 Code or (c) any entity whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Benefited Lender” has the meaning assigned to that term in Section 12.6(a).

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

“Bookrunners” means Deutsche Bank Securities Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx IncorporatedBank of America, N.A., Xxxxxxx Sachs Bank USA, KeyBanc Capital Markets Inc., Mizuho Bank, Ltd. and Coöperatieve Rabobank U.A., New York Branch, Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation, Unicredit Bank AG — New York Branch, BNP Paribas Securities Corp., Santander Bank, N.A., and Barclays Bank PLC.

“Borrowers” means Company, Purchaser, and the Other Subsidiary Borrowers from time to time party hereto.

“Borrowing” means, with respect to any Facility, a group of Loans of a single Type under such Facility made by the Lenders or the European Swing Line Lender or U.S. Swing Line Lender, as appropriate on a single date (or resulting from a conversion on such date) and in the case of Eurocurrency Loans, as to which a single Interest Period is in effect.

“Brazilian Debt Refinancing” means (i) repayment in full of all Existing Brazilian Debt, (ii) the termination and release of all commitments, security interests and guarantees in connection with the foregoing, and (iii) the payment of all fees, expenses and other amounts incurred or owing in connection with the foregoing.

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“Bridge Commitments” means the “Commitments” under and as defined in the Bridge Loan Agreement.

“Bridge Loan Agreement” means the Bridge Loan Agreement, dated as of February 19, 2015, among Company, the lenders from time to time party thereto and Deutsche Bank AG Cayman Islands Branch.

“Business Day” means (i) as it relates to any payment, determination, funding or notice to be made or given in connection with any Dollar-denominated Loan, or otherwise to be made or given to or from the Administrative Agent, a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close, or are in fact closed; provided, however, that when used in connection with a Eurocurrency Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market; provided, further, that when used in connection with any Letter of Credit, the term “Business Day” shall also exclude any day on which commercial banks in the city in which the respective Facing Agent for such Letter of Credit is domiciled are required by law to close; (ii) as it relates to any payment, determination, funding or notice to be made or given in connection with any Alternative Currency Loan, any day (A) on which dealings in deposits in the Alternative Currency are carried out in the London interbank market, (B) on which commercial banks and foreign exchange markets are open for business in London, New York City, and the principal financial center for such Alternative Currency, and (C) with respect to any such payment, determination or funding to be made in connection with any Alternative Currency Loan denominated in Euros, on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) System payment system launched on November 19, 2007 or any successor settlement system is open, (iii) if such day relates to any Luxembourg law governed document or the performance of any obligations under the Loan Documents by any Luxembourg Credit Party, any day other than a Saturday, Sunday or other day on which commercial banks in Luxembourg are authorized or required by law to close, or are in fact closed, and (iv) if such day relates to any English law governed document or the performance of any obligations under the Loan Documents by any UK Credit Party organized in the United Kingdom, any day other than a Saturday, Sunday or other day on which commercial banks in London are authorized or required by law to close, or are in fact closed and (v) if such day relates to any Netherlands Law governed document or the performance of any obligations under the Loan Documents by any Netherlands Credit Party, any day other than a Saturday, Sunday or other day on which commercial banks in the Netherlands are authorized or required by law to close, or are in fact closed..

“CAM Exchange” means the mechanism among the Lenders, the Facing Agents and the Administrative Agent for the allocation and exchange of interests in the Facilities and collections thereunder established under the Re-Allocation Agreement.

“Capital Stock” means, with respect to any Person, any and all common shares, preferred shares, interests, participations, rights in or other equivalents (however designated) of

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such Person’s capital stock, partnership interests, limited liability company interests, membership interests or other equivalent ownership interests and any rights, warrants or options exchangeable for or convertible into such capital stock or other ownership interests (other than debt securities convertible into or exchangeable for capital stock or other ownership interests or rights, warrants or options).

“Capitalized Lease” means, subject to the last sentence of Section 1.2(a), at the time any determination thereof is to be made, any lease of property, real or personal, in respect of which the present value of the minimum rental commitment would be required to be capitalized on the balance sheet of the lessee in accordance with GAAP in effect as of the date hereofClosing Date.

“Capitalized Lease Obligation” means, subject to the last sentence of Section 1.2(a), at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized Lease which would at such time be so required to be capitalized on the balance sheet of the lessee in accordance with GAAP in effect as of the date hereofClosing Date.

“Cash” means money, currency or the available credit balance in Dollars, an Alternative Currency or another currency reasonably acceptable to the Administrative Agent in a Deposit Account.

“Cash Collateralize” and “Cash Collateralizing” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, a Facing Agent or a Swing Line Lender (as applicable) and the Lenders, in each case under any Revolving Facility, as collateral for LC Obligations under such Revolving Facility, obligations in respect of Swing Line Loans under such Revolving Facility, or obligations of Lenders under such Revolving Facility to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the Facing Agent or the Swing Line Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (i) the Administrative Agent and (ii) the applicable Facing Agent or the applicable Swing Line Lender. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Confirmation Provider” means Xxxxxxxxx & Co. International LLP, in its capacity as financial advisor to Company, for the purposes of the City Code and the Target Acquisition.

“Cash Equivalents” means (i) any evidence of indebtedness, maturing not more than one year after the date of issue, issued by any Approved Member State, the United States of America, Canada, or any instrumentality or agency thereof, the principal, interest and premium, if any, of which is guaranteed fully by, or backed by the full faith and credit of, the Approved Member State, the United States of America, or Canada, (ii) time deposits, certificates of deposit and bankers acceptances maturing not more than one year after the date of purchase, issued or

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guaranteed by or placed with, and money market accounts issued or offered by, (x) any Lender or (y) a commercial banking institution having, or which is the principal banking subsidiary of a bank holding company having, at the time of such deposit, certificate of deposits or banker’s acceptance, or the opening of such money market account, combined capital and surplus and undivided profits of not less than $200,000,000 (or the Dollar Equivalent of $100,000,000 in the case of non-U.S. banking institutions) or whose commercial paper (or the commercial paper of such bank’s holding company) has a rating of “P-2” (or higher) according to Xxxxx’x, “A-2” (or higher) according to S&P or the equivalent rating by any other nationally recognized rating agency (any such bank, an “Approved Bank”), (iii) commercial paper, maturing not more than one year after the date of purchase with a rating, at the time of the acquisition thereof, of “P-2” (or higher) according to Xxxxx’x, or “A-2” (or higher) according to S&P, (iv) demand deposits with any bank or trust company maintained in the ordinary course of business, (v) repurchase or reverse repurchase agreements covering obligations of the type specified in clause (i) with a term of not more than 30 days with any Approved Bank, (vi) shares of any money market mutual fund rated at least AA- or the equivalent thereof by S&P or at least Aa3 or the equivalent thereof by Xxxxx’x at the time of the acquisition thereof, including, without limitation, any such mutual fund managed or advised by any Lender or the Administrative Agent, and (vii) Dollars, Alternative Currencies, Brazilian real, any national currency of any Approved Member State, and any local currencies in which Company or any of its Subsidiaries transact business from time to time in the ordinary course of its business. In the case of Investments by any Foreign Subsidiary or Investments made in a country outside of the United States of America, Cash Equivalents shall include (a) investments of the type and maturity described in clauses (i) through (vii) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (b) other short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (i) through (vii) above and in this sentence.

“Certain Funds Change of Control” means Company shall cease to own, directly or indirectly, 100% of the issued and outstanding shares of Purchaser’s Voting Securities.

“Certain Funds Default” means, in each case, other than to the extent that such Event of Default relates to, or is made in relation to, circumstances affecting any member of the Target Group, an Event of Default under paragraph (a) (solely to the extent that it relates to a Certain Funds Term Loan), (b) (solely to the extent that it relates to a Certain Funds Representation), (c) (solely to the extent that it relates to a Certain Funds Undertaking), (e), (f), (j) (to the extent relating to Subsidiary Guarantors representing more than 25% of Consolidated EBITDA) or (m) (solely to the extent it relates to Company) of Section 10.1.

“Certain Funds Period” means the period commencing on the Closing Date and ending on the first to occur of:

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(i) midnight (London time) on the date occurring 18 months after the date the Press Release was issued.

(ii) if the Target Acquisition is effected by way of a Scheme, midnight (London time) on the first Business Day falling 20 days or more after the Scheme Effective Date;

(iii) midnight (London time) on the date upon which a Scheme lapses, terminates or is withdrawn (unless a firm intention to make an Offer in place of a Scheme is simultaneously, or has already been, announced or within 5 Business Days of such lapse, termination or withdrawal, as the case may be, is announced);

(iv) midnight (London time) on the date upon which an Offer lapses, terminates or is withdrawn (unless a firm intention to make a Scheme in place of an Offer is simultaneously, or has already been, announced or within 5 Business Days of such lapse, termination or withdrawal, as the case may be, is announced); and

(v) midnight (London time) on the date on which the Target becomes a direct or indirect Wholly-Owned Subsidiary of Company and Purchaser has paid all sums due pursuant to, or in connection with, the Target Acquisition, any surrender or cancellation of options or awards over Target Shares and (in the case of an Offer) any squeeze-out procedure and/or sell-out procedure in accordance with the Compulsory Acquisition Procedures.

“Certain Funds Representations” means the representations and warranties contained in Sections 6.1(i) (solely as to due organization and valid existence only) and (ii) (solely as it relates to Company and where failure to do so could reasonably be expected to have a Material Adverse Effect), 6.2, 6.3(i), (ii) (to the extent relating to material debt instruments of Company) and (iii), 6.4, 6.8(b), 6.18, 6.21 and 6.22 in each case, solely as they relate to the Credit Parties (or, as set forth above, only Company).

“Certain Funds Term Commitment” means the USD Term A Commitment and the EUR Term A Commitment.

“Certain Funds Term Lender” means, with respect to any Term Facility, any Lender that has a Certain Funds Term Commitment for such Term Facility or that has made a Certain Funds Term Loan under such Term Facility.

“Certain Funds Term Loans” means the USD Term A Loans and the EUR Term A Loans.

“Certain Funds Undertaking” means (i) each of the Acquisition Undertakings (other than those set forth in paragraphs (g), (h) and (i) of Schedule 1.1(b)), (ii) the covenant set forth in Section 7.4 (solely as it relates to Company’s and Purchaser’s corporate existence) and

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(iii) solely after the initial Borrowing of Certain Funds Term Loans in each case on the Initial Certain Funds Funding Date and solely as they relate to the Credit Parties and Purchaser, Sections 8.1 through 8.4, 8.7, 8.9 and 8.13(c) (with respect to Organizational Documents only).

“Certificated Pledged Stock” has the meaning assigned to that term in Section 6.11.

“Change in Law” means the occurrence, after the date of this AgreementSecond Amendment Effective Date, 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 or application thereof by any Governmental Authority, (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority, (d) any change arising from the enactment or enforcement of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended, or any rules, regulations, interpretations, guidelines or directives promulgated thereunder (“Xxxx-Xxxxx”) or (e) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III (“Basel”); provided that notwithstanding anything herein to the contrary, in regards to Xxxx-Xxxxx and Basel, all requests, rules, regulations, guidelines, interpretations, requirements and directives thereunder or issued in connection therewith or in implementation thereof whether or not having the force of law shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“Change of Control” means (i) any person or group of persons (within the meaning of the Exchange Act) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC under the Exchange Act) of more than 4050% of the issued and outstanding shares of Company’s Voting Securities, or (ii) any “Change of Control” (as such term is defined in any Permitted Debt Document related solely to any Senior Notes or any Permitted Refinancing Indebtedness with respect thereto).

“City Code” means the United Kingdom City Code on Takeovers and Mergers and any practice statements issued by the Panel on Takeovers and Mergers in connection with the City Code.

“Clean-up Date” has the meaning assigned to that term in Section 10.1.

“Closing Date” has the meaning assigned to that term in Section 5.1. The Closing Date occurred on March 18, 2016.

“Code” means the Internal Revenue Code of 1986, as from time to time amended, including the regulations promulgated thereunder, or any successor statute and the regulations promulgated thereunder.

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“COLI Policy Advances” of Company or any of its Subsidiaries means, with respect to any Company Owned Life Insurance Program, policy loans made to Company or any of its Subsidiaries under life insurance policies in an amount not in excess of the available cash surrender values of such policies, which loans are made pursuant to the contractual terms of life insurance policies issued in connection with a Company Owned Life Insurance Program.

“Collateral” means all “Collateral” as defined in each of the Security Documents (if applicable), and all other assets pledged pursuant to the Security Documents.

“Collateral Account” has the meaning assigned to that term in Section 4.4(a).

“Collateral Agent” means Deutsche Bank AG New York Branch acting as collateral agent or as the UK Security Trustee under the laws of England and Wales, in each case for the benefit of the Secured Creditors pursuant to its appointment as the Collateral Agent in Section 11.1 and/or pursuant to any UK Security Document or any other agent or subagent or trustee acting for the benefit of the Secured Creditors with the consent of the Administrative Agent.

“Commitment” means, with respect to each Lender, the aggregate of the Multicurrency Revolving Commitment, USD Revolving Commitment, Term Commitment, and each Additional Facility Commitment, Replacement Revolving Commitment, Replacement Term Commitment, Extended Revolving Commitment, Extended Term Commitment, and Extended Additional Facility Commitment of such Lender and “Commitments” means such commitments of all of the Lenders collectively.

“Common Stock” means the common stock of Company, no par value.

“Companies Act” means the Companies Xxx 0000 of the United Kingdom.

“Company” has the meaning assigned to that term in the introduction to this Agreement.

“Company 2013 Credit Facility Refinancing” means (i) repayment in full of all Indebtedness of Company and its Subsidiaries under the Existing 2013 Credit Agreement, together with the payment of all fees and other amounts owing thereon, and (ii) all commitments, security interests and guaranties in connection therewith shall have been terminated and released.

“Company 2015 Credit Facility Refinancing” means (i) repayment in full of all Indebtedness of Company and its Subsidiaries under the Existing 2015 Credit Agreement, together with the payment of all fees and other amounts owing thereon, and (ii) all commitments, security interests and guaranties in connection the foregoing shall have been terminated and released, all to the reasonable satisfaction of the Administrative Agent.

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“Company 2016 Bridge Facility Reduction” means a permanent reduction of all Bridge Commitments under the Bridge Loan Agreement in accordance with Section 4.1(a)(iii) of the Bridge Loan Agreement.

“Company Owned Life Insurance Program” means a life insurance program in which Company is a participant, pursuant to which Company is the owner of whole life policies insuring the lives of certain of its employees.

“Compliance CertificateComparable Revolving Facility” has the meaning assigned to that term in Section 7.22.9(ac)(ii).

“Compulsory Acquisition Procedures” means the compulsory squeeze-out procedures for the acquisition of minority shareholdings in the Target pursuant to the squeeze-out procedure set out in Sections 974 to 991 of the Companies Act.

“Computation DateCompliance Certificate” has the meaning assigned to that term in Section 2.87.2(a).

“Confidentiality AgreementComputation Date” has the meaning assigned to that term in Section 12.182.8(a).

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

“Consenting Lender” has the meaning assigned to that term in Section 2.14(b).

“Consolidated Assets” means, for any Person, the total assets of such Person and its Subsidiaries, as determined from a consolidated balance sheet of such Person and its consolidated Subsidiaries prepared in accordance with GAAP (for the avoidance of doubt, calculated without regard to (x) the penultimate sentence of the definition of “Subsidiary” and (y) clause (b) of the final sentence of the definition of “Subsidiary”).

“Consolidated EBITDA” means, for any period, on a consolidated basis for Company and its Subsidiaries, the sum of the amounts for such period, without duplication, of:

		(i)		Consolidated Net Income,
plus		(ii)		Consolidated Interest Expense, to the extent deducted in computing Consolidated Net Income,
plus		(iii)		charges against income for foreign, federal, state and local taxes in each case based on income or profits, to the extent deducted in

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				computing Consolidated Net Income,
plus		(iv)		depreciation expense, to the extent deducted in computing Consolidated Net Income,
plus		(v)		amortization expense, including, without limitation, amortization of goodwill and other intangible assets, fees, costs and expenses in connection with the execution, delivery and performance of any of the Loan Documents, and other fees, costs and expenses in connection with Permitted Acquisitions, in each case, to the extent deducted in computing Consolidated Net Income,
minus		(vi)		the gain (or plus the loss) (net of any tax effect) resulting from the sale of any capital assets other than in the ordinary course of business to the extent added (deducted) in computing Consolidated Net Income,
minus		(vii)		extraordinary or non-cash nonrecurring after-tax gains (or plus extraordinary or non-cash nonrecurring after-tax losses) to the extent added (deducted) in computing Consolidated Net Income,
minus		(viii)		any non-cash gain resulting from any write-up of assets (other than with respect to any Company Owned Life Insurance Program) to the extent added in computing Consolidated Net Income,
plus		(ix)		any non-cash charge resulting from any write-down of assets to the extent deducted in computing Consolidated Net Income,
plus		(x)		any non-cash restructuring charge to the extent deducted in computing Consolidated Net Income,
plus		(xi)		all other non-cash charges (except to the extent such non-cash charges are reserved for cash charges to be taken in the future),
plus		(xii)		(A) fees, costs and expenses in connection with the Transaction, the Target Acquisition (including, without limitation, separations, consolidations, divestitures and reorganizations in preparation therefor orissuance of the Dollar Senior Notes (2026), the Second Amendment and the transaction entered into in connection therewith), the Target Notes Refinancing, the Designated Existing Notes Refinancing, the issuance of the Senior

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				Notes (2025) and the Senior Notes (Target Acquisition), the Replacement Target Note Financing, the Company 2013 Credit Facility Refinancing, the Brazilian Debt Refinancing, and each Permitted ReorganizationTransaction, (B) transaction fees, costs and expenses (including up-front fees, commissions, premiums or charges) incurred in connection with, to the extent permitted under the Loan Documents and whether or not consummated, equity issuances, Investments, Acquisitions, Asset Dispositions, recapitalizations, refinancings (including, for the avoidance of doubt, in respect of any Senior Notes), mergers, option buy-outs, or the incurrence or repayment of Indebtedness or any amendments, waivers or other modifications under the agreements relating to such Indebtedness or similar transactions, (C) fees, costs and expenses in connection with strategic initiatives, transition costs and other business optimization and information systems related fees costs and expenses (including non-recurring employee bonuses in connection therewith and including in connection with each Permitted ReorganizationTransaction and the separation and eventual disposal of businesses or lines of business) and (D) fees, costs and expenses with respect to Receivables Factoring Facilities, to the extent not included in Consolidated Interest Expense,
plus		(xiii)		the amount of “run-rate” cost savings, product margin synergies (including increased share of shelf), operating expense reductions and product cost (including sourcing), and other operating improvements and synergies reasonably identifiable and factually supportable relating to, and projected by Company in good faith to result from, actions taken or with respect to which substantial steps have been taken or are expected to be taken by Company or any of its Subsidiaries within 24 months after (A) in the case of the Transactions and the Target Acquisition, the Initial Certain Funds Funding Date, and (B) in the case of asset sales, Investments, Asset Dispositionsthe date on which any asset sale, Investment, Asset Disposition, operating improvements, mergersimprovement, merger or other business combinations, acquisitions, divestitures, restructuringscombination, acquisition, divestiture, restructuring and cost savings initiatives, the date itinitiative is consummated; provided that the aggregate amount added back pursuant to this clause (xiii) (other than in connection with any mergers, business combinations, acquisitions or divestitures) and clause (xiv) and pursuant to any pro forma adjustments in accordance with the definition of “Pro Forma Basis” in any Test Period shall not exceed 30% of Consolidated EBITDA with respect to such period (after giving effect to such add-backs pursuant to this clause (xiii) and clause (xiv) and such adjustments),
plus		(xiv)		costs, charges, accruals, reserves or expenses attributable to the undertaking or implementation of cost savings initiatives, operating

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				expense reductions, integration, transition, facilities opening and pre-opening, business optimization and other restructuring costs, charges, accruals, reserves and expenses (including, without limitation, inventory optimization programs, software development costs and costs related to the closure or consolidation of facilities, stores or distribution centers and curtailments, costs related to entry into new markets, consulting fees, signing costs, retention or completion bonuses, relocation expenses, severance payments, modifications to pension and post-retirement employee benefit plans, new systems design and implementation costs and project startup costs); provided that the aggregate amount of any such costs, charges, accruals, reserves or expenses (other than in connection with any mergers, business combinations, acquisitions or divestures), together with any amounts added back pursuant to clause (xiii) and pursuant to any pro forma adjustment in accordance with the definition of “Pro Forma Basis” in any Test Period shall not exceed 30% of Consolidated EBITDA with respect to such period (after giving effect to such add-backs pursuant to this clause (xiv) and clause (xiii) and such adjustments);
minus		(xv)		all other non-cash items increasing Consolidated Net Income for such period,

in each case calculated for the applicable period in conformity with GAAP; provided, however, Consolidated EBITDA shall be decreased by the amount of any cash expenditures in such period related to non-cash charges added back to Consolidated EBITDA during any prior periods.

“Consolidated Interest Expense” means, for any period, without duplication, the sum of the total interest expense (including, subject to the last sentence of Section 1.2(a), that attributable to Capitalized Leases in accordance with GAAP in effect as of the Closing Date) of Company and its Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of Company and its Subsidiaries, including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing but excluding, however, any amortization of deferred financing costs, all as determined on a consolidated basis for Company and its consolidated Subsidiaries in accordance with GAAP plus the interest component of any lease payment under Attributable Debt transactions paid by Company and its Subsidiaries on a consolidated basis plus any discount and/or interest component in respect of a sale of Receivables Facility Assets by Company and its Subsidiaries regardless of whether such discount or interest would constitute interest under GAAP plus dividends paid in cash on Disqualified Capital Stock.

“Consolidated Net Debt” means, at any time, (i) without duplication, all Indebtedness described in clauses (i) through (viivi) (other than commercial letters of credit and undrawn amounts under standby letters of credit) of the definition of “Indebtedness” and

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Guarantee Obligations in respect of the foregoing, in each case, of Company and its Subsidiaries (other than the Unrestricted Entities) determined on a consolidated basis in accordance with GAAP (which shall not include any Indebtedness under a Term Facility or any Permitted Refinancing Indebtedness in respect thereof unless and until any Term Loans under such Term Facility or equivalent under any Permitted Refinancing Indebtedness are drawn hereunder or thereunder) plus (ii) the aggregate outstanding amount, without duplication of clause (i), of Attributable Debt of Company and its Subsidiaries (other than the Unrestricted Entities) determined on a consolidated basis (exclusive of all Excluded Attributable Debt under any Receivables Factoring Facility which is non-recourse except for standard representations, warranties, covenants and indemnities made in connection with such facilities and/or any off-balance sheet Permitted Accounts Receivable Securitization) minus (iii) unrestricted Cash and Cash Equivalents of Company and its Subsidiaries (other than the Unrestricted Entities) determined on a consolidated basis in accordance with GAAP; provided that proceeds of any debt securities or, loans or other Indebtedness (including Loans and, if applicable, Letters of Credit) deposited into a segregated account inas cash collateral or in escrow or held pursuant to a similar arrangement in connection with the offering of such debt securities or, syndication of such loans, or otherwise in connection with such Indebtedness (including any reimbursement obligations in respect thereof), or in connection with any Subject Transaction under clause (a), (b), (e) or (g) of such definition, in each case shall be deemed unrestricted for purposes of this definition. Consolidated Net Debt shall not include the amount of any Indebtedness that has been defeased or satisfied and discharged in accordance with the terms of such Indebtedness. For the avoidance of doubt, Excluded Attributable Debt shall not constitute Attributable Debt or Consolidated Net Debt.

“Consolidated Net Income” means, with respect to any period, the aggregate of the net income (loss) of the Person in question for such period, determined in accordance with GAAP on a consolidated basis; provided that there shall be excluded (i) the income of any unconsolidated Subsidiary and any Person in which any other Person (other than Company or any of the Subsidiaries or any director holding qualifying shares in compliance with applicable law or any other third party holding a de minimis number of shares in order to comply with other similar requirements) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Company or any of its Wholly-Owned Subsidiaries by such Person during such period and (ii) the cumulative effect of a change in accounting principles. All income of Unrestricted Entities shall be excluded from Consolidated Net Income.

“Consolidated Tangible Assets” means, for any Person, the total assets of such Person and its Subsidiaries, as determined from a consolidated balance sheet of such Person and its consolidated Subsidiaries prepared in accordance with GAAP, but excluding therefrom all items that are treated as goodwill and other intangible assets (net of applicable amortization) under GAAP.

“Contractual Obligation” means, as to any Person, any provision of any Securities issued by such Person or of any indenture or credit agreement or any agreement, instrument or

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other undertaking to which such Person is a party or by which it or any of its property is bound or to which it is otherwise subject.

“Controlled Group” means the group consisting of (i) any corporation which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as Company; (ii) a partnership or other trade or business (whether or not incorporated) which is under common control (within the meaning of Section 414(c) of the Code) with Company; (iii) a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as Company, any corporation described in clause (i) above or any partnership or trade or business described in clause (ii) above; or (iv) any other Person which is required to be aggregated with Company or any of its Subsidiaries pursuant to regulations promulgated under Section 414(o) of the Code.

“Controlled Subsidiary” of any Person means a Subsidiary of such Person (i) ninety percent (90%) or more of the Capital Stock of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person and (ii) of which such Person possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting securities, by agreement or otherwise and “controlled” and “controlling” have correlative meanings thereto.

“Co-operation Agreement” means that certain Deed, dated as of February 19, 2015, among Company, Purchaser and Target.

“Cost of Funds” means the rate of interest on each Lender’s share of the relevant Loan under any Facility for the relevant Interest Period which is the percentage rate per annum equal to the sum of: (i) the Applicable Eurocurrency Margin and (ii) the weighted average of the rates notified to the Administrative Agent by each Lender under such Facility as soon as practicable and in any event within 5 Business Days of the first day of that Interest Period (or, if earlier, on the date falling 5 Business Days before the date on which interest is due to be paid in respect of that Interest Period), which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in that Loan from whatever source it may reasonably select; provided that if the Administrative Agent or Company so requires, the Administrative Agent and Company shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest and any alternative basis agreed pursuant to this proviso shall, with the prior consent of all the Lenders under such Facility and Company, be binding on all parties to this Agreement.

“Court” means The High Court of Justice of England and Wales.

“Court Meeting” means a meeting convened by the Court between the owners of the Target Shares to seek their approval of the Scheme.

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“Credit Event” means the making of any Loan or the issuance of any Letter of Credit.

“Credit Exposure” has the meaning assigned to that term in Section 12.8(b).

“Credit Party” means any Borrower or any Guarantor, and “Credit Parties” means all Borrowers and Guarantors.

“Customary Permitted Liens” means for any Person:

(i) Liens for Taxes, assessments, levies or governmental charges that are not required to be discharged pursuant to Section 7.5 or not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings diligently pursued for which adequate provision for the payment of such Taxes, assessments or governmental charges has been made on the books of such Person to the extent required by GAAP or, in the case of a Foreign Subsidiary, generally accepted accounting principles in effect from time to time in its jurisdiction of organization;

(ii) (A) mechanics’, suppliers’, processor’s, materialmen’s, carriers’, warehousemen’s, workmen’s, repairmen’s, landlord’s and other Liens arising by operation of law and arising or created in the ordinary course of business and securing obligations of such Person that are not overdue for a period of more than 60 days or are being contested in good faith by appropriate proceedings diligently pursued; provided that adequate provision for the payment of such Liens has been made on the books of such Person to the extent required by GAAP or, in the case of a Foreign Subsidiary, generally accepted accounting principles in effect from time to time in its jurisdiction of organization and (B) deposits securingbank guarantees, letters of credit supporting such obligations;and/or cash, Cash Equivalents and other deposits securing bank guarantees or letters of credit (and reimbursement obligations in respect of the foregoing), in each case securing or otherwise supporting the obligations described in clause (A) above, or otherwise securing or supporting the obligations described in this clause (B);

(iii) Liens consisting of pledges or cash, Cash Equivalents or other deposits in connection with worker’s compensation, unemployment insurance, old age pensions and social security benefits, other similar benefits and other social security laws or regulations or liens created by pension standards legislation, and Liens consisting of pledges and deposits securingbank guarantees, letters of credit and/or pledges and cash, Cash Equivalents and other deposits securing suchbank guarantees or letters of credit (and reimbursement obligations in respect of the foregoing), in each case securing or otherwise supporting the obligations described in this clause (iii);

(iv) (A) Liens consisting of cash, Cash Equivalents or other deposits made in the ordinary course of business to secure the performance of bids,

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tenders, trade contracts, leases (other than Indebtedness), statutory obligations, fee and expense arrangements with trustees and fiscal agents and other similar obligations (exclusive of obligations incurred in connection with the borrowing of money or the payment of the deferred purchase price of property) and customary deposits granted in the ordinary course of business under operating leases, (B) Liens securing surety, indemnity, performance, appeal, customs and release bonds, and other similar obligations incurred in the ordinary course of business and (C) Liens consisting of pledges and deposits securingbank guarantees, letters of credit securing such obligations;and/or pledges and cash, Cash Equivalents and other deposits securing bank guarantees or letters of credit (and reimbursement obligations in respect of the foregoing), in each case securing or otherwise supporting the obligations described in clauses (A) and/or (B) above, or otherwise securing or supporting the obligations described in this clause (C);

(v) Permitted Real Property Encumbrances;

(vi) attachment, judgment, writs or warrants of attachment or other similar Liens arising in connection with court or arbitration proceedings which do not constitute an Event of Default under Section 10.1(h);

(vii) licenses and sublicenses of (or other grants of rights to use) software, patents, copyrights, trademarks, or other intellectual property rights and other general intangibles (i) not interfering, individually or in the aggregate, in any material respect, with the conduct of the business of Company or any ofand its Subsidiaries, taken as a whole, (ii) between or among Company and its Subsidiaries (or between or among Company’s Subsidiaries), or (iii) existing as of the Second Amendment Effective Date;

(viii) Liens (A) in respect of an option or agreement to sell, transfer or dispose of any asset and, to the extent constituting a Lien, negative pledges of such assets pending the consummation of such transaction or (B) solely on any xxxxxxx money deposits made by Company or any of its Subsidiaries in connection with any letter of intent or purchase agreement entered into by it;

(ix) Liens arising due to any treasury, depositary, cash management services, automated clearinghouse transfer of funds, overdraft protections, cash pooling, netting or composite accounting arrangements between any one or more of Company and any of its Subsidiaries or between any one or more of such entities and one or more banks or other financial institutions where any such entity maintains deposit accounts, commodities accounts and securities accounts;

(x) leases or subleases granted to others to the extent permitted in Section 8.4(b) and any interest or title of a lessor, licensor or sublessor or sublicensor under any lease or license not prohibited by this Agreement;

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(xi) customary rights of set off, revocation, refund or chargeback, Liens or similar rights under agreements with respect to deposits of cash, deposit accounts, securities accounts, commodities accounts, deposit disbursements, concentration accounts or comparable accounts under the laws of any foreign jurisdiction or under the UCC (or comparable foreign law) or arising by operation of law of banks or other financial institutions where Company or any of its Subsidiaries maintains securities accounts, commodities accounts, deposit disbursements, concentration accounts or comparable accounts under the laws of any foreign jurisdiction in the ordinary course of business permitted by this Agreement; and

(xii) Liens arising from filing precautionary UCC financing statements relating solely to personal propertyto operating leases entered into in the ordinary course of business or to goods on consignment.or other obligations not constituting Indebtedness or relating to Capitalized Lease Obligations or Attributable Debt (to the extent that such Capital Lease Obligations or Attributable Debt would be permitted to be secured by Liens under Section 8.1 without regard to this clause (xii)).

“Daily Rate” means, 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 Alternative Currency Alternate Rate.

“DBNY” has the meaning assigned to that term in Section 4.1(a).

“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or other similar debtor relief laws of the United States of America or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Declining Lender” has the meaning assigned to that term in Section 2.14(b).

“Default Rate” means a variable rate per annum which shall be two percent (2%) per annum plus either (i) the then applicable interest rate hereunder in respect of the amount on which the Default Rate is being assessed or (ii) if there is no such applicable interest rate, the Base Rate plus the Applicable Base Rate Margin.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Multicurrency Revolving Loans, the Term Loans, participations in LC Obligations or participations in Swing Line Loans required to be funded by it hereunder on (in the case of Term Loans), or within 3 Business Days of (in the case of any other Loans or participations), the date required to be funded by it hereunder (unless such funding is the subject of a good faith dispute), (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within 1 Business Day of the date when due, unless such amount is the subject of a good faith dispute, (c) has notified Company, the Administrative

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Agent or any other Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply or has failed to comply with its funding obligations under this Agreement or generally under other agreements in which it commits or is obligated to extend credit, 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, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, (iii) taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or (iv) 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 such 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.

“Deposit Account” means a demand, time, savings, passbook, or similar account maintained with a bank, savings and loan association, credit union, or like organization, other than investment property or an account evidenced by a negotiable certificate of deposit.

“Designated Existing Notes” means those certain (a) 6 3/4% Senior Notes due September 15, 2020 (the “Senior Notes (2020)”), issued by Company in the aggregate principal amount of $500 million pursuant to the Senior Note (2020) Indenture, which term shall include and shall constitute the notes issued in exchange therefor as contemplated by that certain Indenture dated as of March 27, 2006, between Company and The Bank of New York Mellon Trust Company, N.A. (f/k/a The Bank of New York Trust Company, N.A.), as trustee, as supplemented from time to time and (b) 5 3/4% Senior Notes due May 15, 2021 (the “Senior Notes (2021)”), issued by Company in the aggregate principal amount of $500 million pursuant to the Senior Note (2021) Indenture, which term shall include and shall constitute the notes issued in exchange therefor as contemplated by that certain Indenture dated as of March 27, 2006, between Company and The Bank of New York Mellon Trust Company, N.A. (f/k/a The Bank of New York Trust Company, N.A.), as trustee, as supplemented from time to time.

“Designated Existing Notes Refinancing” means the redemption of the Designated Existing Notes, together with the payment of all fees and other amounts owing thereon or resulting from such redemption.

“Disqualified Capital Stock” means any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event:

(i) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than for Capital Stock that is not Disqualified

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Capital Stock), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than for Qualified Capital Stock), in whole or in part, on or prior to the latest Maturity Date in effect at the time of the incurrence or issuance thereof (measured at the time of the incurrence or issuance thereof) (except as a result of a change of control, asset sale or other requirement to make a customary offer to repurchase upon a “fundamental change” (or similar event) that is customary at the time of incurrence or issuance, in each case so long as any rights of the holders thereof upon the occurrence of a change of control, asset sale or fundamental change event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments and the termination or expiration of all outstanding Letters of Credit (unless the Unpaid Drawings of the LC Obligations related thereto have been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Facing Agent or deemed reissued under another agreement reasonably acceptable to the applicable Facing Agent));

(ii) is or becomes convertible into or exchangeable (unless at the sole option of the issuer thereof) for (a) debt securities or (b) any Capital Stock that would constitute Disqualified Capital Stock, in each case at any time on or prior to the latest Maturity Date in effect at the time of the incurrence or issuance thereof (measured at the time of the incurrence or issuance thereof) (except in the case of this clause (ii) as a result of a change of control, asset sale or other requirement to make a customary offer to repurchase upon a “fundamental change” (or similar event) that is customary at the time of incurrence or issuance, in each case so long as any rights of the holders thereof upon the occurrence of a change of control, asset sale or fundamental change event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments and the termination or expiration of all outstanding Letters of Credit (unless the Unpaid Drawings of the LC Obligations related thereto have been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Facing Agent or deemed reissued under another agreement reasonably acceptable to the applicable Facing Agent)); or

(iii) provides for the scheduled payments of dividends in Cash on or prior to the latest Maturity Date in effect at the time of the incurrence or issuance thereof (measured at the time of the incurrence or issuance thereof).

Notwithstanding anything to the contrary in the first sentence of this definition, (A) if such Capital Stock is issued to any plan for the benefit of employees or by any such plan to such employees, in each case in the ordinary course of business of Company or any of its Subsidiaries, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by the issuer thereof in order to satisfy applicable statutory or regulatory obligations and (B) no Capital Stock held by any future, present or former employee, director, officer or consultant (or their respective Affiliates or immediate family members) of Company or any of its Subsidiaries shall be considered Disqualified Capital Stock because such stock is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock

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option, stock appreciation right or other stock award agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time.

“Disqualified Institution” has the meaning assigned to that term in the definition of “Eligible Assignee”.

“Dividend” has the meaning assigned to that term in Section 8.5.

“Dollar” and “$” means lawful money of the United States of America.

“Dollar Equivalent” means, at any time, (a) as to any amount denominated in Dollars, the amount thereof at such time and (b) as to any amount denominated in any other currency, the equivalent amount in Dollars as determined by the Administrative Agent at such time on the basis of the Exchange Rate for the purchase of Dollars with such other currency on the most recent Computation Date provided for in Section 2.8(a).

“Dollar Senior Note (2020) Documents” means the Dollar Senior Notes (2020), the Dollar Senior Note (2020) Indenture, and all other documents evidencing, guaranteeing or otherwise governing the terms of the Dollar Senior Notes (2020).

“Dollar Senior Note (2020) Indenture” means that certain Indenture dated as of November 27, 2015, between Company and Deutsche Bank Trust Company Americas, as trustee, as supplemented by that certain first supplemental indenture, dated as of December 14, 2015, among Company, the Subsidiaries of Company party thereto, and the trustee, and as further amended, supplemented, restated or otherwise modified in accordance with the terms hereofto the extent not prohibited by any Loan Document.

“Dollar Senior Notes (2020)” means those certain 4.375% Senior Notes due December 15, 2020, issued by Company in the aggregate principal amount of $1 billion pursuant to the Dollar Senior Note (2020) Indenture, which term shall include and shall constitute the notes issued in exchange therefor as contemplated by the Dollar Senior Note (2020) Indenture.

“Dollar Senior Note (2026) Documents” means the Dollar Senior Notes (2026), the Dollar Senior Note (2026) Indenture, and all other documents evidencing, guaranteeing or otherwise governing the terms of the Dollar Senior Notes (2026).

“Dollar Senior Note (2026) Indenture” means that certain Indenture dated as of November 27, 2015, between Company and Deutsche Bank Trust Company Americas, as trustee, as supplemented by that certain tenth supplemental indenture, dated as of March 9, 2018, among Company, the Subsidiaries of Company party thereto, and the trustee, and as further amended, supplemented, restated or otherwise modified to the extent not prohibited by any Loan Document.

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“Dollar Senior Notes (2026)” means those certain 4.875% Senior Notes due March 15, 2026, issued by Company in the aggregate principal amount of $750 million pursuant to the Dollar Senior Note (2026) Indenture, which term shall include and shall constitute the notes issued in exchange therefor as contemplated by the Dollar Senior Note (2026) Indenture.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States of America or any state thereof or the District of Columbia other than any such Subsidiary that is (i) an entity that is disregarded for United States federal income tax purposes that owns an Capital Stock in one or more Foreign Subsidiaries andor (ii) an entity substantially all the assets of which are Capital Stock in one or more Foreign Subsidiaries. Each Subsidiary described in clauses (i) andor (ii) of this definition shall be a Foreign Subsidiary; provided that, at any time, each Subsidiary listed on Schedule 1.1(j) shall be treated as a Domestic Subsidiary under the Loan Documents to the extent that such Person satisfies the requirements of clauses (x) and (y) of the proviso at the end of the definition of “U.S. Domiciled Foreign Guarantor” at such time..

“Drawing” has the meaning assigned to that term in Section 2.10(d)(ii).

“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.

“Effective Amount” means (a) with respect to any Loans under any Facility on any date, the aggregate outstanding principal Dollar Equivalent amount thereof after giving effect to any Borrowings and prepayments or repayments of Loans under such Facility occurring on such date and (b) with respect to any outstanding LC Obligations under any Facility on any date, the Dollar Equivalent amount of such LC Obligations under such Facility on such date after giving effect to any issuances of Letters of Credit under such Facility occurring on such date and any other changes in the aggregate amount of the LC Obligations under such Facility as of such date, including as a result of any reimbursements of outstanding Unpaid Drawings under any Letters of Credit under such Facility or any reductions in the maximum amount available for Drawing under Letters of Credit under such Facility taking effect on such date.

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“Eligible Assignee” means a commercial bank, financial institution, financial company, Fund or insurance company in each case, together with its Affiliates or Related Funds, which extends credit or buys loans in the ordinary course of its business or any other Person approved by the Administrative Agent and Company, such approval not to be unreasonably withheld or delayed; provided that an “Eligible Assignee” shall not include (i) a private individual (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a private individual), (ii) an entity (a “Residual Entity”) defined in Article 4.2 of European Council Directive 2003/48/EC on the taxation of savings income, in each case, if such assignee is a resident for tax purposes of any member state of the European Union, Aruba, Guernsey, Jersey, the Isle of Man, Montserrat, or the British Virgin Islands as well as the former Netherlands Antilles (i.e., Bonaire, Curacao, Saba, Sint Eustatius and Sint Maarten), (iii) aa competitor of Company and its Subsidiaries or any of such competitor’s Affiliates, in each case identified in writing to the Administrative Agent from time to time (or, in the case of Affiliates of a competitor, to the extent that such Person is clearly identifiable as an Affiliate of such competitor on the basis of such Affiliate’s name), (iii) a Defaulting Lender and/or (iv) any other Person that has beenand any Affiliate of such Person, in each case identified by Company in writing to the Administrative Agent on or prior to the Closing Date, and such Person’s Affiliates identified by Company in writing to the Administrative Agent from time to time thereafterSecond Amendment Effective Date; provided, further, that any designation pursuant to subclause (iiiii) or subclause (iv) (x) shall become effective two days after delivery of notice in writing to the Administrative Agent and (y) shall not apply retroactively to disqualify any Lender or Participant as of the date such designation becomes effective (each Person under (i), (ii), (iii) or (iv), an “Ineligible Assignee” and each Person under (iiiii) or (iv), a “Disqualified Institution”).

“EMU Legislation” means the legislative measures of the European Union for the introduction of, changeover to, or operation of, the Euro in one or more member states.

“Environmental Claim” means any notice of violation, claim, suit, demand, abatement order, or other lawful order by any Governmental Authority or any Person for any damage, personal injury (including sickness, disease or death), property damage, contribution, cost recovery, or any other common law claims, indemnity, indirect or consequential damages, damage to the environment, nuisance, cost recovery, the pollution or contamination of the environment, or natural resources, or for fines, penalties, restrictions or injunctive relief, in each case, resulting from or based upon (a) the occurrence or existence of a Release or substantial threat of a material Release (whether sudden or non-sudden or accidental or non-accidental) of, or exposure to, any Hazardous Material in, into or onto the environment at, in, by, from or related to the Premises or (b) the violation, or alleged violation, of any Environmental Laws relating to Company’s or any of its Subsidiaries’ operations or any Premises.

“Environmental Laws” means any and all applicable foreign, federal, state, provincial or local laws, statutes, ordinances, codes, rules, regulations, orders, decrees, judgments, directives, or Environmental Permits relating to the protection of the environment or,

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as it relates to exposure to Hazardous Materials, health and safety, including, but not limited to, the following statutes as now written and hereafter amended: the Water Pollution Control Act, as codified in 33 U.S.C. § 1251 et seq., the Clean Air Act, as codified in 42 U.S.C. § 7401 et seq., the Toxic Substances Control Act, as codified in 15 U.S.C. § 2601 et seq., the Solid Waste Disposal Act, as codified in 42 U.S.C. § 6901 et seq., the Comprehensive Environmental Response, Compensation and Liability Act, as codified in 42 U.S.C. § 9601 et seq., the Emergency Planning and Community Right-to-Know Act of 1986, as codified in 42 U.S.C. § 11001 et seq., and the Safe Drinking Water Act, as codified in 42 U.S.C. § 300f et seq., as well as all provincial, state, local or other equivalents.

“Environmental Lien” means a Lien in favor of any Governmental Authority for (i) any liability under Environmental Laws or Environmental Permits or (ii) damages relating to, or costs incurred by such Governmental Authority in response to, a Release or threatened Release of a Hazardous Material into the environment.

“Environmental Permits” means any and all permits, licenses, certificates, authorizations or approvals of any Governmental Authority required by Environmental Laws and necessary or reasonably required for the current operation of the business of Company or any Subsidiary of Company.

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

“ERISA Affiliate” means any Person who together with any Credit Party or any of its Subsidiaries is treated as a single employer with the meaning of (i) Section 414(b) or (c) of the Code or Section 4001(b) of ERISA or (ii) solely for purposes of Sections 412 of the Code or 302 of ERISA, within the meaning of Section 414(m) or (o) of the Code.

“Escrow Agent” has the meaning assigned to that term in Section 4.1(a).

“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.

“EUR Term A Commitment” means, with respect to each EUR Term A Lender, the obligation of such EUR Term A Lender to make EUR Term A Loans, as such commitment may be adjusted from time to time pursuant to this Agreement, which commitment as of the Closing Date is the amount set forth opposite such EUR Term A Lender’s name on Schedule 1.1(a) hereto under the caption “Amount of EUR Term A Commitment”, and “EUR Term A Commitments” means such commitments of all of the EUR Term A Lenders collectively which commitments equal €1,100,000,000 in the aggregate on the Closing Date.

“EUR Term A Commitment Fee” has the meaning assigned to that term in Section 3.2(b)(ii)(2).

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“EUR Term A Facility” means the credit facility under this Agreement evidenced by the EUR Term A Commitments and the EUR Term A Loans.

“EUR Term A Lender” means, any Lender that has a EUR Term A Commitment or that has made a EUR Term A Loan.

“EUR Term A Loan” and “EUR Term A Loans” have the meanings assigned to those terms in Section 2.1(c).

“EUR Term A Loan Maturity Date” means the 5th year anniversary of the Initial Certain Funds Funding Date.

“EUR Term A Pro Rata Share” means, when used with reference to any EUR Term A Lender and any described aggregate or total amount, an amount equal to the result obtained by multiplying such described aggregate or total amount by a fraction the numerator of which shall be such EUR Term A Lender’s EUR Term A Commitment, or if the EUR Term A Commitments have expired, such EUR Term A Lender’s EUR Term A Commitment most recently in effect immediately prior to such expiry, giving effect to any subsequent assignments and the denominator of which shall be the EUR Term A Commitments, or if the EUR Term A Commitments have expired, the EUR Term A Commitments most recently in effect immediately prior to such expiry.

“Euro” means the lawful currency adopted by or which is adopted by Participating Member States of the European Union.

“Euro Senior Note (2020) Documents” means the Euro Senior Notes (2020), the Euro Senior Note (2020) Indenture and all other documents evidencing, guaranteeing or otherwise governing the terms of the Euro Senior Notes (2020).