FOURTH AMENDMENT

Exhibit 10.1

Execution Version

FOURTH AMENDMENT

This FOURTH AMENDMENT, dated as of July 2, 2021 (this “Agreement”), to the THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 31, 2018, (as amended by that certain FIRST AMENDMENT, dated as of February 19, 2020, that certain SECOND AMENDMENT, dated as of March 13, 2020, and that certain THIRD AMENDMENT, dated as of March 1, 2021 and as otherwise amended from time to time prior to the date hereof, the “Existing Credit Agreement”), among SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower party hereto, the LENDERS party thereto and CITIBANK, N.A., as Administrative Agent and Collateral Agent (the “Administrative Agent”) (capitalized terms used but not defined herein have the meaning provided in the Amended Credit Agreement (as defined below)). CITIBANK, N.A. has been appointed to act as lead arranger and bookrunner in connection with this Agreement (in such capacities, the “Arranger”).

W I T N E S S E T H

WHEREAS, the Borrower desires, pursuant to Section 2.23(b) of the Existing Credit Agreement, to obtain a Term 2 Advance , the proceeds of which shall be used to finance the Sequoia Acquisition, including the payment of fees and expenses in connection therewith. The Borrower has requested that the Term 2 Lenders (as defined below) make the Term 2 Advance in an aggregate principal amount equal to $100,000,000; and

WHEREAS, each Term 2 Lender has indicated its willingness to lend, severally and not jointly, the Term 2 Advance on the terms and subject to the conditions set forth in this Agreement and in the Amended Credit Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1.Amendment of the Existing Credit Agreement. Effective as of the Fourth Amendment Effective Date (as defined below):

a.the Existing Credit Agreement 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 pages of the Third Amended and Restated Credit Agreement attached as Exhibit A hereto (the “Amended Credit Agreement”).

b.A new Schedule I-B is hereby added to the Amended Credit Agreement in the form attached hereto as Exhibit B.

c.A new Exhibit A-5 is hereby added to the Amended Credit Agreement in the form attached hereto as Exhibit C.

d.All other schedules and exhibits to the Existing Credit Agreement shall continue in full force and effect.

SECTION 2.Transactions on the Fourth Amendment Effective Date.

(a)With effect from and including the Fourth Amendment Effective Date, each Person identified on the signature pages hereof as a “Term 2 Lender” (each, a “Term 2 Lender”) shall become party to the Amended Credit Agreement as a “Lender” and shall have a commitment in the amount set forth on Schedule I-B to this Agreement for such Term 2 Lender (such commitment, a “Term 2 Commitment”) and shall have all of the rights and obligations of a “Lender” under the Amended Credit Agreement and the other Loan Documents. The Term 2 Lenders, the Administrative Agent and the

Borrower agree that this Section 2 is necessary and appropriate, in each of their reasonable opinions, to effect the provisions of Section 2.23(b) of the Amended Credit Agreement and shall constitute an Incremental Assumption Agreement pursuant to and in accordance with Section 2.23(b) of the Amended Credit Agreement.

(b)Upon the occurrence of the Fourth Amendment Effective Date, each Term 2 Lender, severally and not jointly, shall make a Term 2 Advance to the Borrower in accordance with this Section 2(b) and Sections 2.01 and 2.23(b) of the Existing Credit Agreement by delivering to the Administrative Agent immediately available funds in an amount equal to its Term 2 Commitment.

(c)Upon the incurrence of the Term 2 Advance pursuant to this Agreement, such Term 2 Advance shall be a new and separate Class of A Type Term Loans. The Term 2 Advance shall be subject to scheduled amortization set forth in the Amended Credit Agreement with the remaining outstanding principal amount thereof due and payable in full on the Term Loan Maturity Date.

(d)The Term 2 Commitment of each Term 2 Lender shall automatically terminate upon the funding of the Term 2 Advance on the Fourth Amendment Effective Date.

SECTION 3.Conditions to Effectiveness of Agreement. The obligations of each Term 2 Lender to make the Term 2 Advance and the amendment of the Existing Credit Agreement and associated provisions set forth herein shall become effective as of the first date on which the following occur (the “Fourth Amendment Effective Date”):

(a)The Administrative Agent shall have received duly executed counterparts of this Agreement from (A) the Loan Parties, (B) the Term 2 Lenders and (C) the Administrative Agent.

(b)The Sequoia Acquisition shall be consummated substantially contemporaneously with the initial funding under the Term 2 Facility in accordance with the terms described in the Equity Purchase Agreement, dated as of June 3, 2021 (the “Acquisition Agreement”), by and between Xxxx Xxxxxxxx (the “Seller”), Xxxxxxxx and Associates, LLC, and the Borrower. The (i) representations and warranties made by or on behalf of the Seller in the Acquisition Agreement as are material to the interests of the Term 2 Lenders or the Arranger (in their capacities as such), but only to the extent that the Borrower (or any of its affiliates) has the right to terminate its obligations (or to refuse to consummate the Sequoia Acquisition) under the Acquisition Agreement as a result of a breach of any of such representations and warranties, shall be true and correct and (ii) Specified Representations shall be true and correct in all material respects (or in all respects, if qualified by materiality). The Administrative Agent shall have received a certificate, dated the Fourth Amendment Effective Date from a Financial Officer of the Borrower certifying compliance with this Section 3(b).

(c)The Administrative Agent shall have received on or before the Fourth Amendment Effective Date the following, in form and substance satisfactory to the Administrative Agent and (except for any Term 2 Notes) in sufficient copies for each Term 2 Lender:

(i)A certificate of the Secretary or Assistant Secretary of each Loan Party dated the Fourth Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of such Loan Party as in effect on the Fourth Amendment Effective Date and at all times since the date of the resolutions described in the immediately following clause (B), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or comparable governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents delivered on or about the Fourth Amendment Effective Date to which such Loan Party is a party and, in the case of the Borrower, the Borrowing under the Term 2 Facility, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of

incorporation (or comparable organizational document) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (iii) immediately below and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party.

(ii)A certificate of another Responsible Officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above.

(iii)Certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the Fourth Amendment Effective Date, certified as of a recent date by the Secretary of State (or comparable entity) of the jurisdiction of its organization, and a certificate as to the good standing (where such concept is applicable) of each Loan Party as of a recent date, from such Secretary of State (or comparable entity).

(iv)A favorable opinion of Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP, counsel for the Borrower and the other Loan Parties, dated as of the Fourth Amendment Effective Date, addressed to the Administrative Agent, the Collateral Agent and the Term 2 Lenders in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinion.

(v)Any Term 2 Notes, to the extent requested at least three Business Days prior to the Fourth Amendment Effective Date by the respective Term 2 Lender pursuant to Section 2.16 of the Amended Credit Agreement.

(d)the Administrative Agent shall have received a Notice of Borrowing with respect to the Term 2 Advance to be made on the Fourth Amendment Effective Date setting forth the information specified in Section 2.02(a) of the Amended Credit Agreement.

(e)The Administrative Agent shall have received a solvency certificate from a Financial Officer of the Borrower in the form of Exhibit H to the Amended Credit Agreement.

(f) All fees required to be paid by the Borrower hereunder or as separately agreed by the Borrower and the Arranger or the Term 2 Lenders and all invoiced expenses of the Administrative Agent and the Arranger relating hereto (including those of counsel to the Administrative Agent and the Arranger), shall have in each case been paid.

(g) The Arranger shall have received, at least three Business Days prior to the Fourth Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer”, anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, and the Borrower shall deliver a certification substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association, that such Arranger has requested at least ten Business Days prior to the Fourth Amendment Effective Date.

(h)The Security and Guarantee Documents shall be in full force and effect on the Fourth Amendment Effective Date. The Collateral Agent, on behalf of the Secured Parties, shall have a

security interest in the Collateral of the type and priority described in each Security and Guarantee Document.

Notwithstanding the foregoing, if, after the use by the Loan Parties of commercially reasonable efforts to cause the conditions relating to the collateral and guarantee matters set forth in Section 3(h) above to be satisfied as of the Fourth Amendment Effective Date (other than Collateral in which a security interest therein may be perfected by (A) the filing of a Uniform Commercial Code financing statement, (B) taking delivery and possession of stock (or other equity interest) certificates and related stock powers executed in blank (other than in respect of any Excluded Subsidiary) of the Loan Parties or any subsidiary of the Loan Parties organized outside of the United States) or (C) the filing of a short form security agreement with the United States Patent and Trademark Office or the United States Copyright Office), such conditions shall not be a condition precedent to the funding of the Term 2 Advance on the Fourth Amendment Effective Date, but shall be accomplished as promptly as practicable after the Fourth Amendment Effective Date and in any event within 30 days or such later date as the Administrative Agent may agree to in its sole discretion.

The Administrative Agent shall notify the Borrower, the Revolving Credit Lenders, the Term Advance Lenders, the Tranche B Lenders, Tranche B2 Lenders and the Term 2 Lenders of the Fourth Amendment Effective Date, and such notice shall be conclusive and binding absent manifest error.

SECTION 4.Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and each Lender on the Fourth Amendment Effective Date that:

(a)This Agreement has been duly authorized, executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b)The Specified Representations of each Loan Party set forth in the Loan Documents are true and correct (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as of the Fourth Amendment Effective Date, except in the case of any such representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be so true and correct, or true and correct in all material respects, as applicable, on and as of such earlier date.

(c)No Default or Event of Default under Section 6.01(a) or (e) of the Existing Credit Agreement has occurred and is continuing or would result from the transactions provided for in this Agreement.

SECTION 5.Effects on Loan Documents; No Novation. (a) Except as expressly set forth herein, this Agreement shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Amended Credit Agreement or any other Loan Document, all of which shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(b)Except as expressly set forth herein, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents. Nothing herein shall be deemed to entitle the Borrower or any other Loan Party 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.

(c)On and after the Fourth Amendment Effective Date, (i) 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”, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Amended Credit Agreement and the Borrower and the other parties hereto acknowledge and agree that this Agreement shall constitute a Loan Document for all purposes of the Existing Credit Agreement, the Amended Credit Agreement and the other Loan Documents, (ii) the Term 2 Advance shall constitute “Advances” under and as defined in the Amended Credit Agreement, (iii) each Term 2 Lender shall constitute a “Lender” under and as defined in the Amended Credit Agreement, (iv) the Term 2 Commitment shall constitute a “Commitment” under and as defined in the Amended Credit Agreement and (v) this Agreement shall constitute an “Incremental Assumption Agreement” under and as defined in the Amended Credit Agreement.

(d)Neither this Agreement nor the effectiveness of the Amended Credit Agreement shall extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Lien or priority of any Security and Guarantee Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Existing Credit Agreement or the Security and Guarantee Documents or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as may be expressly modified hereby. Nothing expressed or implied in this Agreement, the Amended Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.

SECTION 6.Further Assurances. Except to the extent the same would expand or add to the requirements of Section 3, the Borrower agrees to take any further action that is reasonably requested by Administrative Agent to effect the purposes of this Agreement and the transactions contemplated hereby.

SECTION 7.APPLICABLE LAW, JURISDICTION, WAIVER OF JURY TRIAL. THE PROVISIONS OF SECTIONS 9.09, 9.12 AND 9.17 OF THE EXISTING CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE HEREIN, MUTATIS MUTANDIS.

SECTION 8.Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier or email shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.Notices. All notices, requests and demands to or upon the respective parties hereto shall be given in the manner, and become effective, as set forth in Section 9.02 of the Amended Credit Agreement.

[Remainder of page intentionally left blank.]

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

SCIENCE APPLICATIONS

INTERNATIONAL CORPORATION

By:			/s/ Xxxxxxx X. XxXxx
			Name: Xxxxxxx X. XxXxx
			Title: Treasurer

GUARANTORS

KOVERSE, INC.

By:			/s/ Xxxxxxx X. XxXxx
			Name: Xxxxxxx X. XxXxx
			Title: Treasurer

ATAC SERVICES, LLC

By:			/s/ Xxxxxxx X. XxXxx
			Name: Xxxxxxx X. XxXxx
			Title: Treasurer

VALINAR, LLC

By:			/s/ Xxxxxxx X. XxXxx
			Name: Xxxxxxx X. XxXxx
			Title: Treasurer

ENGILITY LLC

By:			/s/ Xxxxxxx X. XxXxx
			Name: Xxxxxxx X. XxXxx
			Title: Treasurer

[SIGNATURE PAGE TO FOURTH AMENDMENT]

ENGILITY SERVICES, LLC

By:			/s/ Xxxxxxx X. XxXxx
			Name: Xxxxxxx X. XxXxx
			Title: Treasurer

SAIC GEMINI HUNTSVILLE, LLC

By:			/s/ Xxxxxxx X. XxXxx
			Name: Xxxxxxx X. XxXxx
			Title: Treasurer

TASC SERVICES CORPORATION

By:			/s/ Xxxxxxx X. XxXxx
			Name: Xxxxxxx X. XxXxx
			Title: Treasurer

SAIC INTERNATIONAL HOLDINGS, INC.

By:			/s/ Xxxxxxx X. XxXxx
			Name: Xxxxxxx X. XxXxx
			Title: Treasurer

ODYSSEY DRIVE I, LTD.

By: Science Applications International Corporation, its general partner

By:			/s/ Xxxxxxx X. XxXxx
			Name: Xxxxxxx X. XxXxx
			Title: Treasurer

[SIGNATURE PAGE TO FOURTH AMENDMENT]

CITIBANK, N.A., as the Administrative Agent, the Collateral Agent and Term 2 Lender
By:			/s/ Xxxxxx Xxxxxxxx
			Name: Xxxxxx Xxxxxxxx
			Title: Managing Director

[SIGNATURE PAGE TO FOURTH AMENDMENT]

Bank of America, N.A., as Term 2 Lender
By:			/s/ Xxxx Xxxxx
			Name: Xxxx Xxxxx
			Title: Director

[SIGNATURE PAGE TO FOURTH AMENDMENT]

U.S. Bank National Association, as Term 2 Lender
By:			/s/ Xxxx X. Xxxxxxx
			Name: Xxxx X. Xxxxxxx
			Title: Vice President

[SIGNATURE PAGE TO FOURTH AMENDMENT]

PNC Bank, National Association, as Term 2 Lender
By:			/s/ Xxxx X. Xxxxxxxx
			Name: Xxxx X. Xxxxxxxx
			Title: Senior Vice President

[SIGNATURE PAGE TO FOURTH AMENDMENT]

Capital One, National Association, as Term 2 Lender
By:			/s/ Xxxxxx Xxxxxxx
			Name: Xxxxxx Xxxxxxx
			Title: Managing Director

[SIGNATURE PAGE TO FOURTH AMENDMENT]

JPMorgan Chase Bank, N.A., as Term 2 Lender
By:			/s/ Xxxxx Gang
			Name: Xxxxx Gang
			Title: Executive Director

[SIGNATURE PAGE TO FOURTH AMENDMENT]

TD Bank, N.A., as Term 2 Lender
By:			/s/ M. Xxxxxxxxxx Xxxxxxx
			Name: M. Xxxxxxxxxx Xxxxxxx
			Title: Senior Vice President

[SIGNATURE PAGE TO FOURTH AMENDMENT]

MUFG Bank, LTD., as Term 2 Lender
By:			/s/ Xxxxxx Xxxxxxxxxx
			Name: M. Xxxxxx Xxxxxxxxxx
			Title: Managing Director

[SIGNATURE PAGE TO FOURTH AMENDMENT]

Sumitomo Mitsui Banking Corporation, as Term 2 Lender
By:			/s/ Jun Ashley
			Name: Jun Ashley
			Title: Director

[SIGNATURE PAGE TO FOURTH AMENDMENT]

Xxxxx Fargo Bank, National Association, as Term 2 Lender
By:			/s/ Xxxx Xxxxxxx
			Name: Xxxx Xxxxxxx
			Title: Managing Director

[SIGNATURE PAGE TO FOURTH AMENDMENT]

Truist Bank, as Term 2 Lender
By:			/s/ Xxxxx Xxxx
			Name: Xxxxx Xxxx
			Title: Director

[SIGNATURE PAGE TO FOURTH AMENDMENT]

SCHEDULE I

Schedule I-B - Allocation of Term 2 Commitments

Lender			Amount of Term 2 Commitments
Citibank, N.A.			$9,090,910
Bank of America, N.A.			$9,090,909
Truist Bank			$9,090,909
MUFG Bank, Ltd.			$9,090,909
PNC Bank National Association			$9,090,909
U.S. Bank National Association			$9,090,909
Xxxxx Fargo Bank, National Association			$9,090,909
Capital One, National Association			$9,090,909
JPMorgan Chase Bank, N.A.			$9,090,909
Sumitomo Mitsui Banking Corporation			$9,090,909
TD Bank, N.A.			$9,090,909
Total			$100,000,000

EXHIBIT A

AMENDED CREDIT AGREEMENT

EXECUTION VERSIONExecution Version

Deal CUSIP: 00000XXX0

Tranche B Loans CUSIP: 00000XXX0

Tranche B2 Loans CUSIP: 00000XXX0

Revolving Credit Advances CUSIP: 00000XXX0

Term Advances CUSIP: 00000XXX0

Term 2 Advances CUSIP: 00000XXX0

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of October 31, 2018

Among

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

as Borrower

and

THE LENDERS PARTY HERETO

and

CITIBANK, N.A.

as Administrative Agent and Collateral Agent

CITIBANK, N.A.,

BOFA SECURITIES, INC.,

MUFG BANK, LTD.

PNC CAPITAL MARKETS LLC,

SUNTRUST XXXXXXXX XXXXXXXX, INC.,

U.S. BANK NATIONAL ASSOCIATION AND

XXXXX FARGO SECURITIES, LLC

as Joint Lead Arrangers and Joint Bookrunners

CAPITAL ONE, NATIONAL ASSOCIATION,

SUMITOMO MITSUI BANKING CORPORATION, AND

TD SECURITIES (USA) LLC

as Co-Documentation Agents

TABLE OF CONTENTS*

Page

ARTICLE 1

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01.			Certain Defined Terms			2
Section 1.02.			Computation of Time Periods			50
Section 1.03.			Accounting Terms			50
Section 1.04.			Terms Generally			51
Section 1.05.			[Reserved]			51
Section 1.06.			Certain Additional Committed Currencies			51
Section 1.07.			Pro Forma Calculations			52
Section 1.08.			Classification of Loans and Borrowings			53

ARTICLE II

AMOUNT AND TERMS OF THE TRANCHE B LOANS, TRANCHE B2 LOANS, TERM ADVANCES, TERM 2 ADVANCES, REVOLVING CREDIT ADVANCES AND LETTERS OF CREDIT

Section 2.01.			The Tranche B Loans			53
Section 2.02.			Making the Advances			55
Section 2.03.			Issuance of and Drawings and Reimbursement Under Letters of Credit			57
Section 2.04.			Fees			61
Section 2.05.			Optional Termination or Reduction of the Commitments			62
Section 2.06.			Repayment of Advances and Letter of Credit Drawings			62
Section 2.07.			Interest on Advances			64
Section 2.08.			Interest Rate Determination			65
Section 2.09.			Optional Conversion of Advances			67
Section 2.10.			Prepayments of Advances			67
Section 2.11.			Increased Costs			70
Section 2.12.			Illegality			71
Section 2.13.			Payments and Computations			72
Section 2.14.			Taxes			74
Section 2.15.			Sharing of Payments, Etc			78
Section 2.16.			Evidence of Debt			79
Section 2.17.			Use of Proceeds			79
Section 2.18.			Mitigation Obligations; Replacement of Lenders			80
Section 2.19.			Cash Collateral			81
Section 2.20.			Defaulting Lenders			82
Section 2.21.			[Reserved]			84
Section 2.22.			Extension of Termination Date			84

*The Table of Contents is not part of this Agreement

i

Section 2.23.			Incremental Facilities			86
Section 2.24.			Specified Refinancing Debt			89

ARTICLE III

CONDITIONS TO EFFECTIVENESS AND LENDING

Section 3.01.			Conditions Precedent to Effectiveness			91
Section 3.02.			Conditions Precedent to a Borrowing on the Engility Closing Date			96
Section 3.03.			Conditions Precedent to a Borrowing on the Fall-Away Date			96
Section 3.04.			Conditions Precedent to Each Revolving Credit Borrowing and Issuance			99

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01. Representations and Warranties of the Borrower 100

ARTICLE V

COVENANTS OF THE LOAN PARTIES

Section 5.01.			Affirmative Covenants			106
Section 5.02.			[Reserved]			113
Section 5.03.			Negative Covenants			113
Section 5.04.			[Reserved]			127
Section 5.05.			Financial Covenants			128

ARTICLE VI

EVENTS OF DEFAULT

Section 6.01.			Events of Default			128
Section 6.02.			Actions in Respect of the Letters of Credit upon Default			131
Section 6.03.			Application of Funds			132

ARTICLE VII

[RESERVED]

ARTICLE VIII

THE AGENT

ii

Section 8.01.			Authorization and Authority			133
Section 8.02.			Rights as a Lender			134
Section 8.03.			Duties of Agent; Exculpatory Provision			134
Section 8.04.			Reliance by Agent			135
Section 8.05.			Delegation of Duties			135
Section 8.06.			Resignation of Agent			136
Section 8.07.			Non-Reliance on Agent and Other Lenders			137
Section 8.08.			No OTher Duties, etc.			137
Section 8.09.			Agent May File Proofs of Claims			137
Section 8.10.			Collateral and Guaranty Matters			138
Section 8.11.			Cash Management Banks and Hedge Banks			139

ARTICLE IX

MISCELLANEOUS

Section 9.01.			Amendments, Etc.			139
Section 9.02.			Notices, Etc			142
Section 9.03.			No Waiver; Remedies			144
Section 9.04.			Costs and Expenses			144
Section 9.05.			Right of Set-off			147
Section 9.06.			Binding Effect			147
Section 9.07.			Assignments and Participations			147
Section 9.08.			Confidentiality			152
Section 9.09.			Governing Law			153
Section 9.10.			Execution in Counterparts			153
Section 9.11			Judgment			153
Section 9.12.			Jurisdiction, Etc.			154
Section 9.13.			Substitution of Currency			154
Section 9.14.			No Liability of the Issuing Banks			155
Section 9.15.			Patriot Act Notice			155
Section 9.16.			Other Relationships; No Fiduciary Duty			155
Section 9.17.			Waiver of Jury Trial			156
Section 9.18.			Interest Rate Limitation			156
Section 9.19.			Effect of Restatement			156
Section 9.20.			Acknowledgement and Consent to Bail-In of EEA Financial Institutions			156
Section 9.21.			Certain ERISA Matters			157

iii

Schedules

Schedule I – Commitments

Schedule I-A – Tranche B2 Commitments

Schedule I-B – Term 2 Advances Commitments

Schedule II – Guarantors

Schedule 1.01(a) - Mortgaged Property

Schedule 1.01(b) – Existing Contracts Prohibiting Subsidiary Guarantees Schedule 4.01(l) – Subsidiaries

Schedule 4.01(o) – Intellectual Property

Schedule 4.01(v) – UCC Filing Offices

Schedule 4.01(y) – Insurance

Schedule 4.01(z)-1 – Real Property Owned

Schedule 4.01(z)-2 – Real Property Leased

Schedule 4.01(aa) – Mortgage Filing Offices

Schedule 5.01(n) – Post-Closing Obligations

Schedule 5.03(a) - Existing Liens

Schedule 5.03(k)(viii) - Existing Indebtedness

Schedule 5.03(l) - Burdensome Agreements

Exhibits

Exhibit A-1    - Form of Revolving Credit Note

Exhibit A-2    - Form of Term Note

Exhibit A-3    - Form of Tranche B Note

Exhibit A-4    - Form of Tranche B2 Note

Exhibit A-5 - Form of Term 2 Advances Note

Exhibit B    - Form of Notice of Borrowing

Exhibit C    - Form of Assignment and Assumption
Exhibit D    - [Reserved]

Exhibit E    - Form of Tax Compliance Certificates
Exhibit F    -Form of Guarantee and Collateral Agreement Exhibit G    -Form of Perfection Certificate

Exhibit H    -Form of Solvency Certificate

Exhibit I    -Form of Mortgage

iv

THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 31, 2018 (as further amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, a Delaware corporation (the “Borrower”), the Lenders (as defined in Article I), and CITIBANK, N.A. (“Citibank”), as administrative agent hereunder (in such capacity, the “Administrative Agent”) and as collateral agent hereunder and under the Security and Guarantee Documents (in such capacity, the “Collateral Agent” and together in its capacity as Administrative Agent and Collateral Agent, the “Agent”) for the Lenders.

Pursuant to the Credit Agreement dated as of June 27, 2013 (the “Original Credit Agreement”), the Lenders (as defined therein) extended credit to the Borrower in the form of Term Advances (as defined therein) in an initial aggregate principal amount of $500,000,000, Revolving Credit Commitments (as defined therein) and Letter of Credit Commitments (as defined therein).

Pursuant to the Amended and Restated Credit Agreement dated as of March 17, 2015 (the “First Amended & Restated Credit Agreement”), among the Borrower, Citibank, as administrative agent, and the Lenders (as defined therein), the Original Credit Agreement (including the exhibits and schedules thereto) was amended and restated in its entirety and replaced by the First Amended & Restated Credit Agreement.

Pursuant to the Second Amended and Restated Credit Agreement dated as of May 4, 2015 (the “Second Amended & Restated Credit Agreement”), among the Borrower, Citibank, as administrative agent, and the Lenders (as defined therein), the First Amended & Restated Credit Agreement (including the exhibits and schedules thereto) was amended and restated in its entirety and replaced by the Second Amended & Restated Credit Agreement.

The Borrower has requested that upon satisfaction of the conditions set forth in Section 3.01, the Second Amended & Restated Credit Agreement (including the exhibits and schedules thereto) be amended and restated in its entirety and replaced by this Agreement.

The Borrower and the Agent have agreed to so amend and restate the Second Amended & Restated Credit Agreement on the terms and subject to the conditions set forth herein.

Accordingly, the parties hereto, intending to be legally bound, agree as follows:

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ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01.    Certain Defined Terms. As used in this Agreement, the

following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“A Type Term Loans” has the meaning specified in Section 2.23(b)(i). “Acquired Business” has the meaning assigned to such term in the

definition of “Engility Acquisition”.

“Acquired Entity” has the meaning specified in Section 5.03(j)(vi).

“Acquisition Revolving Credit Incremental Commitment Amount” means

$200,000,000.

“Administrative Agent” has the meaning specified in the preamble hereto. “Administrative Questionnaire” means an Administrative Questionnaire in

a form supplied by the Agent.

“Advance” means a Revolving Credit Advance, a Term Advance, a Term 2 Advance, an Incremental Advance, Tranche B Loan and/or a Tranche B2 Loan, as the context may require.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or

is under common Control with the Person specified.

“Agent” has the meaning specified in the preamble hereto.

“Agent’s Account” means (a) in the case of Advances denominated in Dollars, the account of the Agent maintained by the Agent at Citibank at its office at 0000 Xxxxx Xxxx, OPS III, Xxx Xxxxxx, Xxxxxxxx 00000, Account No. 00000000, Attention: Agency Operations, (b) in the case of Advances denominated in any Committed Currency, the account of the Agent designated in writing from time to time by the Agent to the Borrower and the Lenders for such purpose and (c) in any such case, such other account of the Agent as is designated in writing from time to time by the Agent to the Borrower and the Lenders for such purpose.

“Agent Parties” has the meaning specified in Section 9.02(d)(ii). “Agreement” has the meaning specified in the preamble hereto.

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“Alabama Property” means the real property and improvements thereon located at 0000 Xxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning

or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977 (12 U.S.C. §78dd-1) and the U.K. Bribery Act of 2010.

“Applicable Lending Office” means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of a Base Rate Advance and such Lender’s

Eurocurrency Lending Office in the case of a Eurocurrency Rate Advance. “Applicable Margin” means, as of any date, (a) with respect to Tranche

B2 Loans, (1) at any time prior to the Third Amendment Effective Date, for Tranche B2 Loans in the form of Eurocurrency Rate Advances, 2.25% per annum and (y) for Tranche B2 Loans in the form of Base Rate Advances, 1.25% per annum and (2) at any time on or following the Third Amendment Effective Date, (x) for Tranche B2 Loans in the form of Eurocurrency Rate Advances, 1.875% per annum and (y) for Tranche B2 Loans in the form of Base Rate Advances, 0.875% per annum, (b) with respect to Tranche B Loans, (x) for Tranche B Loans in the form of Eurocurrency Rate Advances, 1.875% per annum and (y) for Tranche B Loans in the form of Base Rate Advances, 0.875% per annum, (c) with respect to any Term Advance, Term 2 Advance or Revolving Credit Advance, (i) a percentage per annum determined by reference to the Leverage Ratio at the end of the most recent fiscal quarter of the Borrower as set forth below; provided that, until the end of the first full fiscal quarter ending after the Effective Date, the “Applicable Margin” shall be determined as if Level 2 was applicable and (d) with respect to any Incremental Advance, the rate(s) set forth in the applicable Incremental Assumption Agreement:

Leverage Ratio			Applicable Margin for Eurocurrency Rate Advances			Applicable Margin for Base Rate Advances
Level 1
<2.00:1.00			1.250%			0.250%
Xxxxx 0
<3.00:1.00 but ≥2.00:1.00			1.500%			0.500%
Xxxxx 0
<4.00:1.00 but ≥ 3.00:1.00			1.750%			0.750%
Xxxxx 0
≥ 4.00:1.00			2.000%			1.000%

Following the last day of the first full fiscal quarter ending after the Effective Date, the Leverage Ratio shall be determined on the basis of the most recent

certificate of the Borrower to be delivered pursuant to Section 5.01(i) for the most recently ended fiscal quarter or fiscal year and any change in the Leverage Ratio shall be

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effective one Business Day after the date on which the Agent receives such certificate; provided, that for so long as the Borrower has not delivered such certificate when due pursuant to Section 5.01(i), the Leverage Ratio shall be deemed to be at Level 4 until the respective certificate is delivered to the Agent.

“Applicable Percentage” means, as of any date, a percentage per annum determined by reference to the Leverage Ratio at the end of the most recent fiscal quarter of the Borrower as set forth below; provided that, until the end of the first full fiscal quarter ending after the Effective Date, the “Applicable Percentage” shall be determined as if Xxxxx 0 was applicable:

Leverage Ratio			Applicable Percentage
Level 1
<2.00:1.00			0.200		%
Xxxxx 0
<3.00:1.00 but ≥ 2.00:1.00			0.250		%
Xxxxx 0
<4.00:1.00 but ≥ 3.00:1.00			0.300		%
Xxxxx 0
≥ 4.00:1.00			0.350		%

Following the last day of the first full fiscal quarter ending after the Effective Date, the Leverage Ratio shall be determined on the basis of the most recent

certificate of the Borrower to be delivered pursuant to Section 5.01(i) for the most recently ended fiscal quarter or fiscal year and any change in the Leverage Ratio shall be effective one Business Day after the date on which the Agent receives such certificate; provided that for so long as the Borrower has not delivered such certificate when due pursuant to Section 5.01(i), the Leverage Ratio shall be deemed to be at Level 4 until the respective certificate is delivered to the Agent.

“Appropriate Lender” means, at any time, (a) with respect to any of the Term Facility, Term 2 Facility, the Revolving Credit Facility, the Tranche B Facility, the Tranche B2 Facility or any Specified Incremental Facility, a Lender that has a Commitment with respect to such Facility or holds a Term Advance, Term 2 Advance, Revolving Credit Advance, Tranche B Loan, Tranche B2 Loan or Specified Incremental Term Advance, respectively, at such time and (b) with respect to the Letter of Credit Facility, (i) the Issuing Banks and (ii) if any Letters of Credit have been issued hereunder, the Revolving Credit Lenders.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that

administers or manages a Lender.

“Arrangers” means Citibank, N.A., BofA Securities, Inc. (or any other

registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment

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banking, commercial lending services or related businesses may be transferred following the date of this Agreement), MUFG Bank Ltd., PNC Capital Markets LLC, SunTrust Xxxxxxxx Xxxxxxxx, Inc., U.S. Bank National Association and Xxxxx Fargo Securities, LLC.

“Asset Sale” means the Disposition (by way of merger, casualty, condemnation or otherwise) by the Borrower or any of its Subsidiaries to any Person

other than a Loan Party of (a) any Equity Interests of any of the Borrower’s Subsidiaries (other than directors’ qualifying shares) or (b) any other assets of the Borrower or any of its Subsidiaries, other than, in the case of either (a) or (b), as applicable, (i) inventory,

cash and Cash Equivalents Disposed of in the Ordinary Course of Business, (ii) damaged, obsolete, surplus or worn out assets and scrap, (iii) assets Disposed of in transactions constituting Investments permitted under Section 5.03(j), Restricted Payments permitted under Section 5.03(h), or Dispositions permitted under 5.03(n)(x) and (iv) any Dispositions or series of related Dispositions having a value not in excess of $3,000,000 (which shall automatically be increased to $10,000,000 on the Engility Closing Date without any action by any party hereto).

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose

consent is required by Section 9.07), and accepted by the Agent, in substantially the form of Exhibit C or any other form approved by the Agent.

“Assuming Lender” has the meaning specified in Section 2.22(d). “Assumption Agreement” has the meaning specified in Section 2.22(d). “Auto-Extension Letter of Credit” has the meaning specified in Section

2.01(d)(ii).

“Available Amount” of a Letter of Credit at any time means the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any L/C Related Document, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

“Available Amount Basket” means, at any time of determination (any such time, the applicable “Reference Time”), an amount equal to, without duplication:

(x) the sum of:

(i) $70,000,000; plus

(ii) the Borrower’s Aggregate Excess Cash Flow Share;

plus

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(iii) the Net Cash Proceeds of any Qualified Equity Issuance received by the Borrower after the Effective Date and on or prior to the Reference Time and at such time Not Otherwise Applied; plus

(iv) the Net Cash Proceeds of any Indebtedness of the Borrower or any Subsidiary of the Borrower owed or issued to any Person (other than the

Borrower or any Subsidiary of the Borrower) that has been incurred or issued after the Effective Date and prior to the Reference Time and subsequently exchanged or converted into a Qualified Equity Issuance and at such time Not Otherwise Applied; plus

(v) the aggregate amount of cash and Cash Equivalents received by the Borrower or any of its Subsidiaries from any sale of any Investment (other than to the Borrower or any Subsidiary of the Borrower) and cash and Cash Equivalent returns, profits, distributions and similar amounts received by the Borrower or any Subsidiary of the Borrower on Investments, in each case (A) solely with respect to Investments made in a Person that is not the Borrower or any Subsidiary of the Borrower using the Available Amount Basket and (B) to the extent (1) not already included in Consolidated Net Income, (2) not in excess of the original Investment made using the Available Amount Basket and (3) at such time Not Otherwise Applied; minus

(vi) all or any portion of the Available Amount Basket that has been applied after the Effective Date but prior to the Reference Time to make Investments, Restricted Payments or prepayments, redemptions, purchases, defeasements or other satisfactions of Junior Financing prior to the scheduled maturity thereof.

“B Type Term Loans” has the meaning specified in Section 2.23(b)(i). “Bail-In Action” means, as to any EEA Financial Institution, the exercise

of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of such 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.

“Bankruptcy Law” means any proceeding of the type referred to in Section 6.01(e) or Title 11, U.S. Code, or any similar foreign, federal or state law for the

relief of debtors.

“Base Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of:

(a)    the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank’s base rate;

(b)    ½ of one percent per annum above the Federal Funds Rate; and

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(c)    the LIBOR Rate applicable to Dollars for a period of one month (“One Month LIBOR”) plus 1.00% (for the avoidance of doubt, the One Month LIBOR for any day shall be based on the rate appearing on Reuters LIBOR01

Page (or other commercially available source providing such quotations as designated by the Agent from time to time) at approximately 11:00 a.m. London time on such day), except if such day is not a Business Day or is not a day for trading between banks in Dollar deposits in the London interbank market, then One Month LIBOR for such day shall be equivalent to One Month LIBOR for the most recent preceding day that is a Business Day for trading between banks in Dollar deposits in the London interbank market; provided that in no event shall One Month LIBOR be less than 0%

“Base Rate Advance” means an Advance denominated in Dollars that bears interest as provided in Section 2.07(a)(i).

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. “Benefit Plan” means any of (a) an “employee benefit plan” (as defined in

ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Bookrunner” means Citibank, N.A., BofA Securities, Inc. (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment

banking, commercial lending services or related businesses may be transferred following the date of this Agreement), MUFG Bank Ltd., PNC Capital Markets LLC, SunTrust Xxxxxxxx Xxxxxxxx, Inc., U.S. Bank National Association and Xxxxx Fargo Securities, LLC.

“Borrower” has the meaning specified in the preamble hereto.

“Borrower Notice” has the meaning assigned to such term in the definition

of “Real Estate Collateral Requirements”.

“Borrower’s Aggregate Excess Cash Flow Share” means, as of any

Reference Time and with respect to each fiscal year of the Borrower for which a compliance certificate has been delivered pursuant to Section 5.01(i)(i) as of such Reference Time (commencing with the fiscal year ending on or about February 3, 2020), an aggregate amount (in no event less than zero) equal to the sum, for each such fiscal year, of (i) the Borrower’s Retained Percentage for such fiscal year multiplied by (ii) Excess Cash Flow for such fiscal year.

“Borrower Refinancing” means, the refinancing of all outstanding Indebtedness for borrowed money under the Second Amended and Restated Credit

Agreement.

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“Borrower’s Retained Percentage” means, with respect to any fiscal year of the Borrower, (a) 100% minus (b) the Excess Cash Flow Percentage with respect to such fiscal year.

“Borrowing” means Advances of the same Class and Type made, converted or continued on the same date and, in the case of Eurocurrency Rate Advances, as to which a single Interest Period is in effect, and may refer to a Revolving Credit Borrowing, a Tranche B Borrowing, a Tranche B2 Borrowing, a Term Borrowing, a Term 2 Borrowing or an Incremental Term Borrowing, as the context may require.

“Borrowing Minimum” means, in respect of any Advance denominated in Dollars, $5,000,000, in respect of any Advance denominated in Sterling, £5,000,000 and, in respect of any Advance denominated in Euros, €5,000,000.

“Borrowing Multiple” means, in respect of any Advance denominated in Dollars, $1,000,000, in respect of any Advance denominated in Sterling, £1,000,000 and,

in respect of any Advance denominated in Euros, €1,000,000.

“Building” means a building or structure with at least two walls and a roof

or any such building or structure in the course of construction.

“Business Day” means a day of the year on which banks are not required

or authorized by law to close in New York City and, if the applicable Business Day relates to any Eurocurrency Rate Advances, on which dealings are carried on in the London interbank market and banks are open for business in London and in the country

of issue of the currency of such Eurocurrency Rate Advance (or, in the case of an Advance denominated in Euro, which is also a TARGET Day).

“Capital Expenditures” means, for any period, the additions to property, plant and equipment and other capital expenditures of the Borrower or any of its Subsidiaries that are (or should be in accordance with GAAP) set forth in a consolidated statement of cash flows of the Borrower and its Subsidiaries for such period prepared in accordance with GAAP, but excluding in each case any such expenditure made to restore, replace or rebuild property subject to any damage, loss, destruction or condemnation, to the extent such expenditure is made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation.

“Capital Lease” has the meaning specified in the definition of Capital Lease Obligations.

“Capital Lease Obligations” means all monetary obligations of any Person under any leasing or similar arrangement which, in accordance with GAAP, is classified as a capital lease (“Capital Lease”).

“Cash Collateral” shall have a meaning specified in the definition of Cash

Collateralize.

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“Cash Collateralize” means to pledge and deposit with or deliver to the Agent, for the benefit of one or more of the Issuing Banks or Revolving Credit Lenders,

as collateral for L/C Obligations or obligations of Revolving Credit Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Agent and each applicable Issuing Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Agent and each applicable Issuing Bank (such collateral and other credit support, including the proceeds thereof, “Cash Collateral”).

“Cash Equivalents” means: (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of

America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of issuance thereof; (b) Investments in commercial paper maturing within 270 days from the date of issuance thereof and having, at such date of acquisition, the

highest credit rating obtainable from S&P or from Moody’s; (c) Investments in certificates of deposit, banker’s acceptances and time deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, the Agent or any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000 and that issues (or the parent of which issues) commercial paper rated at least “Prime 2” (or the then equivalent grade) by Moody’s or “A 2” (or the then equivalent grade) by S&P; (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria of clause (c) above; (e) Investments in “money market funds” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, as amended, substantially all of whose assets are invested in Investments of the type described in clauses (a) through (d) above; (f) securities with average maturities of 12 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, by any political subdivision or taxing authority of any such state, commonwealth or territory having an investment grade rating from either S&P or Moody’s (or the equivalent thereof); and (g) investment funds investing substantially all of their assets in securities of the types (including as to credit quality and maturity) described in clauses (a) through (f) above.

“Cash Management Agreement” means any agreement to provide Cash Management Services to any Loan Party or their respective Subsidiaries.

“Cash Management Bank” means each provider of Cash Management Services, the obligations under which constitute Secured Cash Management Obligations.

“Cash Management Services” means treasury management services (including depository arrangements, controlled disbursements, zero balance arrangements, cash sweeps, automated clearinghouse transactions, return items, overdrafts, temporary advances, interstate depository network services, electronic funds

9

transfer, purchasing or debit card arrangements and other customary cash management arrangements) provided to any Loan Party or their respective Subsidiaries.

“Change in Control” means an event or series of events by which any Person or two or more Persons acting in concert shall have acquired beneficial ownership

(within the meaning of Rule 13d-3 of the SEC under the Exchange Act), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into or exchangeable for such Voting Stock) representing 35% or more of the combined voting power of all Voting Stock of the Borrower (on a fully diluted basis).

“Change in Law” means the occurrence, after the 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, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Citibank” has the meaning specified in the preamble hereto.

“Class”, when used in reference to any Advance or Borrowing, refers to whether such Advance, or the Advances comprising such Borrowing, are Revolving Credit Advances, Term Advances, Term 2 Advances, Incremental Advances, Tranche B or Tranche B2 Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment, a Letter of Credit Commitment, a Term Commitment, a Term 2 Commitment, an Incremental Commitment, Tranche B Commitment or a Tranche B2 Commitment.

“Co-Documentation Agents” means Capital One, National Association, Sumitomo Mitsui Banking Corporation, and TD Securities (USA) LLC

“Code” means the Internal Revenue Code of 1986.

“Collateral” means all the “Collateral” as defined in any Security and

Guarantee Documents and shall also include the Mortgaged Properties.

“Collateral Agent” has the meaning specified in the preamble hereto.

“Commitment” means a Revolving Credit Commitment, a Letter of Credit Commitment, a Term Commitment, Term 2 Commitment, an Incremental Commitment, Tranche B Commitment or a Tranche B2 Commitment, as the context may require.

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“Committed Currencies” means lawful currency of the United Kingdom of Great Britain and Northern Ireland and Euros.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), any successor statute, and any rule, regulation or order promulgated

thereunder, in each case as amended from time to time.

“Commodity Futures Trading Commission” means the U.S. Commodity

Futures Trading Commission.

“Communications” has the meaning specified in Section 9.02(d)(ii).

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

Taxes or branch profits Taxes.

“Consolidated” refers to the consolidation of accounts in accordance with

GAAP.

“Consolidated Group” means the Borrower and its Subsidiaries. “Consolidated Net Income” means, for any Person and any period, the net

income of such Person and its Consolidated Subsidiaries for such period.

“Control” means the possession, directly or indirectly, of the power to

direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlled” has a meaning correlative thereto.

“Convert”, “Conversion” and “Converted” each refers to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.08 or 2.09.

“Current Assets” means, at any time, the Consolidated current assets (other than cash and Cash Equivalents) of the Borrower and its Consolidated Subsidiaries

at such time, but excluding the current portion of deferred tax assets.

“Current Liabilities” means, at any time, the Consolidated current

liabilities of the Borrower and its Consolidated Subsidiaries at such time, but excluding, without duplication, (a) the current portion of any long term Indebtedness, (b) outstanding Revolving Credit Advances and Letters of Credit, (c) the current portion of interest and (d) the current portion of current and deferred income taxes.

“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 similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

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“Default” means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

“Default Interest” has the meaning specified in Section 2.07(b).

“Defaulting Lender” means, subject to Section 2.18(c), any Lender that

(a) has failed to (i) fund all or any portion of its Advances within three Business Days of the date such Advances were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Bank, or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within three Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or any Issuing Bank in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors

or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.18(c)) upon delivery of written notice of such determination to the Borrower, each Issuing Bank, and each Lender.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition of any property by any Person (including any sale and leaseback transaction and any issuance of Equity Interests by a Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Disqualified Equity Interest” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is

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convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than solely for Equity Interests that are not Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Advances and all other accrued and payable Obligations), (b) is redeemable at the option of the holder thereof (other than solely for Equity Interests that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of

such Equity Interests and except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Advances and all other accrued and payable Obligations), in whole or in part, (c) requires scheduled cash payments of dividends or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in the case of clauses (a) through (d), prior to the date that is 91 days after the latest maturity or expiration date applicable to any Term Advance, Term 2 Advance, Tranche B Loan, Tranche B2 Loan, Revolving Credit Advance, Revolving Credit Commitment, Incremental Commitment or Incremental Advance that is outstanding at any date of determination. Notwithstanding the preceding sentence, (A) if such Equity Interest is issued pursuant to any plan for the benefit of directors, officers, employees, members of management, managers or consultants or by any such plan to such directors, officers, employees, members of management, managers or consultants, in each case in the Ordinary Course of Business of the Borrower or its Subsidiaries, such Equity Interest shall not constitute Disqualified Equity Interests 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 Equity Interest held by any future, present or former employee, director, officer, manager, member of management or consultant (or their respective Affiliates or immediate family members) of the Borrower (or any Subsidiary of the Borrower) shall be considered a Disqualified Equity Interest because such Equity Interest is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock 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.

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

“Domestic Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Domestic Lending Office” in its Administrative Questionnaire delivered to the Agent, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Agent.

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“Domestic Subsidiary” shall mean any Subsidiary of the Borrower incorporated or organized under the laws of the United States of America, any state

thereof or the District of Columbia.

“EBITDA” means, for any Person and for any period, an amount equal to

the Consolidated Net Income of such Person and its Consolidated Subsidiaries for such period plus without duplication and, (except in the case of clauses (k) and (l)(ii) below) to the extent deducted in the calculation of Consolidated Net Income, (a) Interest

Expense of, and purchase discount fees in respect of any Receivables Facility incurred by, such Person and its Consolidated Subsidiaries for that period, plus (b) the aggregate amount of Consolidated federal and state taxes on or measured by income of such Person and its Consolidated Subsidiaries for that period whether or not payable during that period, plus (c) Consolidated depreciation, amortization and all other noncash items including non-cash compensation and impairment charges of such Person and its Consolidated Subsidiaries for that period, minus (d) any gains attributable to the sale of assets outside the Ordinary Course of Business, plus (e) any losses attributable to the sale of assets outside the Ordinary Course of Business and any loss on the sale of accounts receivable pursuant to a Receivables Facility, plus (f) one-time costs and expenses

related to the Engility Acquisition and any other transactions in connection therewith, including any reorganization expenses, plus (g) transaction fees and expenses related to any issuance of Equity Interests or incurrence of Indebtedness permitted under this Agreement (in each case whether or not consummated), plus (h) one-time costs and expenses related to any Permitted Acquisition and any other transactions in connection therewith, including any reorganization expenses (in each case whether or not consummated), plus (i) any earn-out obligation expense incurred in connection with any Permitted Acquisition or other permitted Investment made in compliance with Section 5.03(j), plus (j) the amount of any fee, cost, expense or reserve to the extent actually reimbursed or reimbursable by third parties pursuant to indemnification or

reimbursement provisions or similar agreements or insurance; provided that such Person in good faith expects to receive reimbursement for such fee, cost, expense or reserve within the next four fiscal quarters (it being understood that to the extent not actually received within such fiscal quarters, such reimbursement amounts shall be deducted in calculating EBITDA for the fiscal quarter immediately following such four fiscal quarter period), plus (k) to the extent not otherwise included in the determination of EBITDA for such period, the amount of any proceeds of any business interruption insurance policy representing the earnings for such period that such proceeds are intended to replace (whether or not then received) so long as such Person in good faith expects to receive such proceeds within the next four fiscal quarters (it being understood that to the extent not actually received within such period such reimbursement amounts so added back but not so received shall be deducted in calculating EBITDA for the fiscal quarter immediately following such four fiscal quarter period), plus (l) (i) restructuring charges and related charges, accruals or reserves; and business optimization expense and related charges or expenses, including costs related to the opening, closure and/or consolidation of offices and facilities, retention charges, contract termination costs, recruiting and signing bonuses and expenses, systems establishment costs, conversion costs and consulting fees relating to the foregoing plus (ii) pro forma “run rate” cost savings, operating expense reductions and synergies (net of actual amounts realized) related to

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Permitted Acquisitions and other Investments, Dispositions and other Specified Transactions (including, if continuing to be applicable for Specified Transactions occurring prior to the Effective Date), cost savings initiatives and other similar initiatives that are reasonably identifiable, factually supportable and projected by the Borrower in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) and realized with 18 months after such Permitted Acquisition or other Investment, Disposition or other Specified Transactions, cost savings initiative or other initiative (provided that the aggregate amount of add backs made pursuant to clauses (h) and (l) above for any Test Period shall not exceed an amount equal to 15% of EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (and such determination shall be made prior to the making of, and without giving effect to, any adjustments pursuant to clauses (h), and (l) above)), plus (m)(i) any losses or charges (and minus any gains) attributable to the early extinguishment of Indebtedness (and the termination of any associated Hedge Agreements or other derivative instruments) and (ii) any write-offs or amortizations

made in such period of deferred financing costs and premiums paid or other expenses or charges incurred directly in connection with any early extinguishment of Indebtedness, and minus (n) any items of income or loss in respect of equity in the income or loss of unconsolidated affiliates or minority interests in the income or loss of Consolidated Subsidiaries in each case as determined in accordance with GAAP, it being understood that any items of loss or expense would be added to and any items of gain or income would be deducted from Consolidated Net Income for the purpose of determining EBITDA.

“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 clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any member state 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 Date” has the meaning specified in Section 3.01.

“Eligible Assignee” means any Person that meets the requirements to be

an assignee under Section 9.07(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 9.07(b)(iii)).

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“Engility Acquisition” shall mean the acquisition by the Borrower or one of its Subsidiaries of Engility Holdings, Inc. (together with its subsidiaries, the “Acquired

Business”) pursuant to the Agreement and Plan of Merger, dated as of September 9, 2018 by and among Engility Holdings, Inc., the Borrower and Raptors Merger Sub, Inc. (the “Engility Acquisition Agreement”)

“Engility Acquisition Agreement” has the meaning assigned to such term in the definition of “Engility Acquisition”.

“Engility Acquisition Agreement Material Adverse Effect” means with respect to any Person (as defined in the Engility Acquisition Agreement) means any fact,

circumstance, effect, change, event or development (an “Effect”) that, individually or in the aggregate with all other Effects, (1) materially adversely affects or would reasonably be expected to materially adversely affect the business, financial condition or results of operations of such Person and its Subsidiaries (as defined in the Engility Acquisition Agreement), taken as a whole or (2) would reasonably be expected to prevent or materially impair or delay the consummation of the transactions contemplated by the Engility Acquisition Agreement excluding any Effect to the extent that, either alone or in combination, it results from or arises out of (i) changes or conditions generally affecting the industries in which such Person and any of its Subsidiaries operate, except to the extent such Effect has a materially disproportionate adverse effect on such Person and its Subsidiaries, taken as a whole, relative to others in such industries in respect of the business conducted in such industries, (ii) general economic or political conditions or securities, credit, financial or other capital markets conditions, in each case in the United States or any foreign jurisdiction, except to the extent such Effect has a materially disproportionate adverse effect on such Person and its Subsidiaries, taken as a whole, relative to others in the industries in which such Person and any of its Subsidiaries operate in respect of the business conducted in such industries, (iii) any failure, in and of itself, by such Person to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period (it being understood that the facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been, or is reasonably expected to be, an Engility Acquisition Agreement Material Adverse Effect, to the extent permitted by this definition), (iv) the public announcement or pendency of the transactions contemplated hereby, including the impact thereof on the relationships, contractual or otherwise, of such Person or any of its Subsidiaries with employees, labor unions, customers, suppliers or partners, (v) any change, in and of itself, in the market price or trading volume of such Person’s securities or in its credit ratings (it being understood that the facts or occurrences giving rise to or contributing to such change may be deemed to constitute, or be taken into account in determining whether there has been, or is reasonably expected to be, an Engility Acquisition Agreement Material Adverse Effect, to the extent permitted by this definition), (vi) any change in applicable Law, regulation or GAAP (or authoritative interpretation thereof), except to the extent such Effect has a materially disproportionate adverse effect on such Person and its Subsidiaries, taken as a whole, relative to others in the industries in which such Person and any of its Subsidiaries operate in respect of the business conducted in such industries, (vii) geopolitical conditions, the outbreak or

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escalation of hostilities, any acts of war (whether or not declared), sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism threatened or underway as of the date of the Engility Acquisition Agreement, except to the extent such Effect has a materially disproportionate adverse effect on such Person and its Subsidiaries, taken as a whole, relative to others in the industries in which such Person and any of its Subsidiaries operate in respect of the business conducted in such industries (viii) any hurricane, tornado, flood, earthquake or other natural disaster, except to the extent such fact, circumstance, effect, change, event or development has a materially disproportionate adverse effect on such Person and its Subsidiaries, taken as a whole, relative to others in the industries in which such Person and any of its Subsidiaries operate in respect of the business conducted in such industries, (ix) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Engility Acquisition Agreement or the transactions contemplated hereby, or (x) any taking of any action not required by the Engility Acquisition Agreement at the written request of the other Loan Parties hereto.

“Engility Acquisition Agreement Representations” means such representations and warranties made by or on behalf of the Acquired Business in the

Engility Acquisition Agreement as are material to the interests of the Lenders or the Arrangers (in their capacities as such), but only to the extent that the Borrower (or any of its affiliates) has the right to terminate its (or their) obligations (or to refuse to consummate the Engility Acquisition) under the Engility Acquisition Agreement as a result of a breach of any of such representations and warranties.

“Engility Closing Date” has the meaning specified in Section 3.02. “Engility Loan Party” means Engility Holdings, Inc. and any subsidiary

which would be required to be a Loan Party following the consummation of the Engility Acquisition without giving effect to the time periods set forth in Section 5.01(l).

“Engility Transaction” shall mean (i) the Engility Acquisition,

(ii) repayment of outstanding indebtedness for borrowed money of Engility Holdings,

Inc. under the Credit Agreement dated as of August 12, 2016 (as amended on February 13, 2017, August 14, 2017, and Xxxxx 00, 0000), (xxx) redemption, repurchase, repayment, dischargement or defeasement of all outstanding indebtedness for borrowed money of Engility Holdings, Inc.’s under the Indenture, dated August 12, 2016 and (iv) all fees, costs and expenses incurred in connection with the foregoing (including debt prepayment premiums, if any).

“Environmental Law” means any federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of, or exposure to, any hazardous or toxic material.

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

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other

equity interests in any Person, and any option, warrant or other right (other than Indebtedness that is convertible into, or exchangeable for, any such equity interests) entitling the holder thereof to purchase or otherwise acquire any such equity interest.

“Equivalent” (i) in Dollars of any Committed Currency on any date, means the rate quoted by the Agent or an Issuing Bank, as applicable, as the spot rate for

the purchase by such Person of Dollars with such Committed Currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made and (ii) in any Committed Currency of Dollars on any date, means the rate quoted by the Agent or an Issuing Bank, as applicable, as the spot rate for the purchase by such Person of such Committed Currency with Dollars through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided, in each case, that the Agent or such Issuing Bank may obtain such spot rate from another financial institution designated by the Agent or such Issuing Bank if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that such Issuing Bank may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in any Committed Currency.

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

“ERISA Affiliate” means any Person that for purposes of Title IV of ERISA is a member of the Borrower’s controlled group, or under common control with

the Borrower, within the meaning of Section 414 of the Internal Revenue Code. “ERISA Event” means (a) the occurrence of a “reportable event”, within

the meaning of Section 4043 of ERISA with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived; (b) the filing pursuant to

Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA and the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (d) any failure by any Plan to meet the minimum funding standards (as defined in Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, in each instance, whether or not waived; (e) the cessation of operations at a facility of the Borrower or any ERISA Affiliate in the circumstances described in Section 4062(e) of

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ERISA; (f) the withdrawal or partial withdrawal by the Borrower or any ERISA Affiliate from (i) a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA or (ii) a Multiemployer Plan;

(g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning a determination that a Multiemployer Plan is, or is reasonably expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA or in “endangered” or “critical” status within the meaning of Section 305 of ERISA or

Section 432 of the Code; (h) the conditions for the imposition of a lien under

Section 302(f) of ERISA shall have been met with respect to any Plan; (i) a determination that any Plan is, or is expected to be, in “at risk” status (within the meaning of Section 303 of ERISA); (j) the occurrence of a non-exempt “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) with respect to a Plan with respect to which the Borrower or any ERISA Affiliate is a “disqualified person” (within the meaning of Section 4975 of the Code) or a “party in interest” (within the meaning of Section 406 of ERISA) which results in liability to the Borrower or any of its Subsidiaries; or (k) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, a Plan.

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

“Euro” means the lawful currency of the European Union as constituted by the Treaty of Rome which established the European Community, as such treaty may be amended from time to time and as referred to in the EMU legislation.

“Eurocurrency Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Eurocurrency Lending Office” in its Administrative Questionnaire delivered to the Agent, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Agent.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from

time to time.

“Eurocurrency Rate” means, for any Interest Period for each Eurocurrency Rate Advance comprising part of the same Borrowing, an interest rate per annum equal

to the rate per annum obtained by dividing (a) the LIBOR Rate or, if for any reason such rate is not available, the average of the rate per annum at which deposits in Dollars or the applicable Committed Currency is offered by the principal office of each of the

Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank’s Eurocurrency Rate Advance comprising part of such Borrowing to be outstanding during such Interest Period and for

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a period equal to such Interest Period (provided that in no event shall the rate per annum under this clause (a), including if determined pursuant to the following sentence, be less than 0% per annum) by (b) a percentage equal to 100% minus the Eurocurrency Rate

Reserve Percentage for such Interest Period. If no Screen Rate is available, the Eurocurrency Rate for any Interest Period for each Eurocurrency Rate Advance comprising part of the same Borrowing shall be determined by the Agent on the basis of applicable rates furnished to and received by the Agent from the Reference Banks two Business Days before the first day of such Interest Period, subject, however, to the provisions of Section 2.08. Notwithstanding the foregoing, the Eurocurrency Rate with respect to any Interest Period shall be deemed to be 0.00% per annum if the Eurocurrency Rate for such Interest Period determined pursuant to the preceding provisions of this definition would otherwise be less than 0.00% per annum.

“Eurocurrency Rate Advance” means (a) a Revolving Credit Advance denominated in Dollars or a Committed Currency that bears interest as provided in Section 2.07(a)(ii) or (b) any other Advance denominated in Dollars that bears interest as provided in Section 2.07(a)(ii).

“Eurocurrency Rate Reserve Percentage” for any Interest Period for all Eurocurrency Rate Advances comprising part of the same Borrowing means the reserve

percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement

(including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurocurrency Rate Advances is determined) having a term equal to such Interest Period.

“Events of Default” has the meaning specified in Section 6.01. “Evidence of Flood Insurance” has the meaning assigned to such term in

the definition of “Real Estate Collateral Requirements”.

“Excess Cash Flow” means, for any fiscal year of the Borrower, the

excess of (a) the sum, without duplication, of (i) EBITDA for such fiscal year and

(ii) reductions to noncash working capital of the Borrower and its Subsidiaries for such fiscal year (i.e., the absolute value of the decrease, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year; provided that, for purposes of calculating Excess Cash Flow, increases or decreases in working capital shall exclude (A) any changes in Current Assets or Current Liabilities solely as a result of acquisitions or Dispositions by the Borrower and its Subsidiaries during the applicable period and (B) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent) over (b) the sum, without duplication, of

(i) the amount of any Taxes payable in cash by the Borrower and its Subsidiaries with respect to such fiscal year, (ii) Interest Expense for such fiscal year paid in cash, (iii)

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Capital Expenditures made in cash during such fiscal year, except to the extent financed with the proceeds of Indebtedness (other than a Revolving Credit Advance), equity issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in EBITDA, (iv) permanent repayments of Indebtedness (other than mandatory prepayments of Advances under Section 2.10(b) or optional prepayments or repurchases of Advances pursuant to Section 2.10(a)) made in cash by the Borrower or any of its Subsidiaries during such fiscal year, but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness, (v) additions to noncash working capital for such fiscal year (i.e., the increase, if any, in Current

Assets minus Current Liabilities from the beginning to the end of such fiscal year), (vi) any Restricted Payments permitted under Section 5.03(h)(ii), 5.03(h)(iii) and 5.03(h)(iv), in each case made in cash by the Borrower during such fiscal year, (vii) cash consideration paid during such fiscal year by the Borrower or any of its Subsidiaries to make Permitted Acquisitions or other Investments in third parties (other than any Subsidiary) permitted under Section 5.03(j) (except to the extent funded with the proceeds of Indebtedness, equity issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in EBITDA), (viii) the aggregate amount of expenditures actually made by the Borrower or any of its Subsidiaries in cash during

such periods to the extent that such expenditures are not expensed or deducted (or exceed the amount expensed or deducted) in calculating EBITDA for such period, (ix) all other amounts added back to Consolidated Net Income for the purposes of calculating

EBITDA to the extent paid in cash during such fiscal year and (x) any purchase discount fees or loss on the sale of accounts receivable incurred pursuant to a Receivables Facility.

“Excess Cash Flow Percentage” means 50.0% (or, if the Senior Secured Leverage Ratio as of the last day of the applicable fiscal year shall have been (x) equal to

or greater than 2.50 to 1.00 but less than 3.00 to 1.00, 25%, or (y) less than 2.50 to 1.00, 0%).

“Exchange Act” means the Securities Exchange Act of 1934, as amended. “Excluded Subsidiary” means any Subsidiary that is (a) a Foreign

Subsidiary or a Subsidiary that has no assets other than equity interests of one or more Foreign Subsidiaries, (b) not wholly owned directly by the Borrower or one or more of its wholly owned Subsidiaries and is prohibited from guaranteeing the Facilities by any contractual obligation (which obligation, for any such Subsidiary as of the Effective

Date, shall be in existence on the Effective Date and such Subsidiary shall be listed on Schedule 1.01(b) hereto), (c) a Receivables Subsidiary, (d) prohibited by applicable law from guaranteeing the Facilities, or which would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee unless, such consent, approval, license or authorization has been received or (e) Raptors Merger Sub, Inc. until the occurrence of the Engility Closing Date.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation (a) if, and to the extent that, and only for so long as, all or a portion of

the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest

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to secure, as applicable, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant,” as defined in the Commodity Exchange Act and the regulations thereunder, at the time the guarantee of, or grant of such security interest by, such Guarantor becomes or would become effective with respect to such Swap Obligation or (b) upon the designation as such in any agreement with respect to such Swap Obligations between the relevant Guarantor and counterparty applicable to such Swap Obligations, and agreed by the Agent; provided that if a Swap Obligation arises under a master agreement governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guarantee or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in an Advance or Commitment pursuant to a law in effect on the date on which (x) such Lender acquires such interest in the Advance or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.18(b)) or (y) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.14, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with

Section 2.14(f) and (d) any withholding Taxes imposed under FATCA.

“Extension Date” has the meaning specified in Section 2.22(a).

“Existing Mortgage” means that certain Mortgage, Assignment of Leases

and Rents, Security Agreement and Fixture Filing dated as of February 24, 2017 by Odyssey Drive I, Ltd. in favor of the Collateral Agent with respect to the Alabama Property, as amended.

“Facility” means the Revolving Credit Facility, the Letter of Credit Facility, the Term Facility, Term 2 Facility, the Tranche B Facility, the Tranche B2

Facility or any Specified Incremental Facility, as the context may require. “Fall-Away Date” means the earlier to occur of (i) 3 Business Days

following the termination or public abandonment of the Engility Acquisition Agreement or (ii) the satisfaction or waiver of the conditions specified in Section 3.03.

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

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it; provided that in no event shall the Federal Funds Rate be less than 0% per annum for any day.

“Financial Covenant” means the covenant contained in Section 5.05 of

this Agreement.

“Financial Covenant Event of Default” has the meaning specified in Section 6.01(c)(ii).

“Financial Covenant Step-up” has the meaning specified in Section

5.05(c).

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

“First Amendment Effective Date” means February 19, 2020.

“First Amended & Restated Credit Agreement” has the meaning specified

in the introductory statements hereto.

“Flood Insurance Policy” has the meaning specified in Section 5.01(c)(iii).

“Flood Laws” means the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994, the Xxxxxxx-Xxxxxx Flood Insurance Act of 2012, as such statutes may be amended or re-codified from time to time, any substitution therefor, any regulations promulgated thereunder, and all other legal requirements relating to flood insurance.

“Flood Hazard Determination” means a “Life-of-Loan” FEMA Standard Flood Hazard Determination obtained by the Administrative Agent.

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“Flood Laws” has the meaning assigned to such term in the definition of “Real Estate Collateral Requirements”.

“Flood Hazard Property” means any Mortgaged Property that on the relevant date of determination includes a Building and, as shown on a Flood Hazard

Determination, such Building is located in a Special Flood Hazard Area. “Foreign Lender” means a Lender that is not a U.S. Person.

“Foreign Subsidiary” shall mean any Subsidiary that is not a Domestic

Subsidiary.

“Fourth Amendment Effective Date” means July 2, 2021.

“Fronting Exposure” means, with respect to any Issuing Bank at any time

there is a Defaulting Lender, such Defaulting Lender’s Ratable Share of the outstanding L/C Obligations with respect to Letters of Credit issued by such Issuing Bank other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“Funded Debt” means, for the Borrower and its Subsidiaries on a Consolidated basis in accordance with GAAP, an amount equal to (a) all indebtedness in

respect of borrowed money, (b) all obligations of such Person evidenced by bonds, notes, debentures or similar instruments, (c) all obligations of such Person in respect of letters of credit or other similar instruments (including reimbursement agreements with respect thereto) to the extent such letters of credit or other similar instruments are drawn and unreimbursed, (d) all obligations of such Person to pay the deferred and unpaid purchase price of any property (including Capital Lease Obligations), but excluding trade accounts payable or accrued liabilities arising in the Ordinary Course of Business, and (e) all obligations attributable to Synthetic Leases related to tangible property, of the Borrower and its Consolidated Subsidiaries as of the last day of such period.

“Funding Date” means either the Engility Closing Date or the Fall-Away Date, as applicable.

“GAAP” has the meaning specified in Section 1.03.

“Governmental Authority” means the government of the United States of

America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational bodies such as the European Union or the European Central Bank).

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“Guarantee and Collateral Agreement” means the Guarantee and Collateral Agreement dated as of the Effective Date and the form of which is attached

hereto as Exhibit F among the Borrower, the Guarantors and the Collateral Agent for the benefit of the Secured Parties.

“Guarantors” means each Domestic Subsidiary of the Borrower listed on Schedule II (such Domestic Subsidiaries of the Borrower not to include any Excluded Subsidiary) and each other Domestic Subsidiary of the Borrower that is or becomes a party to any of the Security and Guarantee Documents, unless and until released as a Guarantor pursuant to the terms hereof or of the Security and Guarantee Documents.

“Hazardous Materials” means (a) petroleum and petroleum products, byproducts or breakdown products, radioactive materials, asbestos-containing materials,

polychlorinated biphenyls and radon gas and (b) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant under any Environmental Law.

“Hedge Agreements” means interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts and other similar agreements.

“Hedge Bank” means each counterparty to any Hedge Agreement with a Loan Party or their respective Subsidiaries, the obligations under which constitute Secured Hedging Obligations.

“Incremental Advances” means the Incremental Revolving Credit Advances and the Incremental Term Advances.

“Incremental Assumption Agreement” means an Incremental Assumption Agreement among, and in form and substance reasonably satisfactory to, the Borrower, the Agent and one or more Incremental Lenders.

“Incremental Commitment” means, with respect to any Lender, such Lender’s Incremental Revolving Credit Commitment and Incremental Term Commitment.

“Incremental Facility Amount” means (i) the greater of (a) $359,000,000 (which amount shall be increased to $615,000,000 on the Engility Closing Date) or (b) 100% of EBITDA of the Borrower and its Consolidated Subsidiaries for the most recently completed four consecutive fiscal quarters ending on or prior to such date minus the aggregate amount of all Incremental Term Commitments and Incremental Revolving Credit Commitments established prior to such time pursuant to Section 2.23(b) plus (ii) such additional amounts, so long as, for the purposes of this clause (ii), either (x) after giving pro forma effect to the incurrence or issuance of any such Incremental Term Advances or Incremental Revolving Credit Commitments and the pro forma adjustments described in Section 1.07 or (y) solely in the case of the proceeds of any such Incremental Term Advances or Incremental Revolving Credit Commitments which are, concurrently with the receipt thereof, to be used by the Borrower to finance, in whole or

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in part, a Permitted Acquisition, after giving pro forma effect to the incurrence or issuance of any such Incremental Term Advances or Incremental Revolving Credit Commitments and the pro forma adjustments described in Section 1.07, in each case, calculated as of the date of the applicable acquisition agreement (and for the avoidance of doubt clause (ii)(x) shall not be required to be satisfied), the Senior Secured Leverage Ratio (calculated as if any Incremental Revolving Credit Commitment being incurred were fully drawn on either the effective date thereof or the date of the applicable acquisition agreement, as applicable) is equal to or less than 3.50 to 1.00.

“Incremental Lenders” means the Incremental Revolving Credit Lenders and the Incremental Term Lenders.

“Incremental Revolving Credit Advances” means Revolving Credit Advances made by one or more Lenders to the Borrower pursuant to an Incremental

Revolving Credit Commitment.

“Incremental Revolving Credit Commitment” means the commitment of

any Lender, established pursuant to Section 2.23(b), to make Revolving Credit Advances to the Borrower.

“Incremental Revolving Credit Lender” means a Revolving Credit Lender with an Incremental Revolving Credit Commitment.

“Incremental Term Advances” means any Advance made by one or more Lenders to the Borrower pursuant to Section 2.23(b), made in the form of (a) additional Term Advances, (b) additional Term 2 Advances, (c) additional Tranche B Loans, (cd) additional Tranche B2 Loans or (de) to the extent permitted by Section 2.23(b) and provided for in the relevant Incremental Assumption Agreement, Specified Incremental Term Advances.

“Incremental Term Borrowing” means a Borrowing comprised of Incremental Term Advances.

“Incremental Term Commitment” means the commitment of any Lender, established pursuant to Section 2.23(b), to make any Incremental Term Advance to the Borrower.

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

“Indebtedness” of any specified Person means, without duplication, (a) all indebtedness in respect of borrowed money, (b) all obligations of such Person evidenced by bonds, notes, debentures or similar instruments, (c) all obligations of such Person in

respect of letters of credit or other similar instruments (including reimbursement agreements with respect thereto), (d) the Indebtedness of any other Persons to the extent guaranteed by such Person, (e) all obligations of such Person to pay the deferred and unpaid purchase price of any property (including Capital Lease Obligations), but excluding trade accounts payable or accrued liabilities arising in the Ordinary Course of

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Business, (f) all obligations under any accounts receivable financings, (g) all obligations attributable to Synthetic Leases related to tangible property, (h) all indebtedness referred to in clauses (a) through (g) above secured by (or for which the holder of such

Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness; but only, for each of clause (a), (b), (e) and (g), if and to the extent any of the foregoing indebtedness would appear as a liability upon an unconsolidated balance sheet of such Person prepared in accordance with GAAP (but does not include contingent liabilities which appear only in a footnote to a balance sheet). Notwithstanding the foregoing, in no event shall the term “Indebtedness” be deemed to include letters of

credit that secure performance, bonds that secure performance, surety bonds or similar instruments that are issued in the Ordinary Course of Business.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of

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

“Indemnitee” has the meaning specified in Section 9.04(b). “Information” has the meaning specified in Section 9.08.

“Information Memorandum” means the information memorandum dated

October 2018 used by the Arrangers in connection with the syndication of the Commitments as of the Effective Date.

“Initial GAAP” has the meaning specified in Section 1.03.

“Interest Coverage Ratio” means, the ratio, determined as of the end of the

last fiscal quarter of the Borrower occurring prior to the applicable proposed Restricted Payment for the most-recently ended four fiscal quarters, of (a) EBITDA to (b) Interest Expense paid or payable in cash, all calculated for the Borrower and its Consolidated

Subsidiaries.

“Interest Expense” means, for any period, for any Person, the sum, without duplication, of total Consolidated interest expense (including that portion attributable to Capital Leases in conformity with GAAP) of such Person and its

Consolidated Subsidiaries.

“Interest Period” means, for each Eurocurrency Rate Advance comprising

part of the same Borrowing, the period commencing on the date of such Eurocurrency Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurocurrency Rate Advance and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one (or, (i) with respect to the Tranche B2

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Facility, such shorter period as the Agent and all of the Tranche B2 Lenders shall agree and (ii) with respect to the Term 2 Facility, such shorter period as the Agent and all of the Term 2 Lenders shall agree), two, three or six months, or subject to clause (c) of this definition, twelve months, as the Borrower may, upon notice received by the Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:

(a)    (i) with respect to the Revolving Credit Facility, the Borrower may not select any Interest Period that ends after the Termination Date, (ii) with respect to the Term Facility and the Term 2 Facility, the Borrower may not select any Interest Period that ends after the Term Loan Maturity Date, (iii) with respect to the Tranche B Facility, the Borrower may not select any Interest Period that ends after the Tranche B Maturity Date and (iv) with respect to the Tranche B2 Facility, the Borrower may not select any Interest Period that ends after the Tranche B2 Maturity Date;

(b)    Interest Periods commencing on the same date for Eurocurrency Rate Advances comprising part of the same Borrowing shall be of the same duration;

(c)    in the case of any Borrowing, the Borrower shall not be entitled to select an Interest Period having a duration of twelve months unless, by 2:00 P.M. (New York City time) on the third Business Day prior to the first day of such

Interest Period, each Appropriate Lender notifies the Agent that such Lender will be providing funding for such Borrowing with such Interest Period (the failure of any Appropriate Lender to so respond by such time being deemed for all purposes of this Agreement as an objection by such Lender to the requested duration of

such Interest Period); provided that, if any or all of the Appropriate Lenders object to the requested duration of such Interest Period, the duration of the Interest Period for such Borrowing shall be one, two, three or six months, as specified by the Borrower in the applicable Notice of Borrowing as the desired alternative to an Interest Period of twelve months;

(d)    whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, however, that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

(e)    whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of

months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.

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“Interpolated Screen Rate” means, with respect to any Eurocurrency Rate Advance denominated in any currency for any Interest Period, a rate per annum which results from interpolating on a linear basis between (a) the applicable Screen Rate for the longest maturity for which a Screen Rate is available that is shorter than such Interest Period and (b) the applicable Screen Rate for the shortest maturity for which a Screen Rate is available that is longer than such Interest Period, in each case as of the 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor incurs debt of the type referred to in clause (d) of the definition of Indebtedness in respect of such Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto.

“IP Rights” has the meaning specified in Section 4.01(o). “IRS” means the United States Internal Revenue Service. “ISP” means, with respect to any Letter of Credit, the “International

Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuance” with respect to any Letter of Credit means the issuance, amendment, renewal or extension of such Letter of Credit. “Issue” has a corresponding

meaning.

“Issuing Bank” means the banks and other institutions listed on Schedule I hereto or any Eligible Assignee to which a portion of the Letter of Credit Commitment hereunder has been assigned pursuant to Section 9.07 or any other Revolving Credit Lender so long as such Eligible Assignee or Lender expressly agrees to perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as an Issuing Bank and notifies the Agent of its Applicable Lending Office (which information shall be recorded by the Agent in the Register), for so long as such Initial Issuing Bank, Eligible Assignee or Lender, as the case may be, shall have a Letter of Credit Commitment.

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“Junior Financing” has the meaning specified in Section 5.03(l)(i). “L/C Cash Deposit Account” means an interest bearing cash deposit

account to be established and maintained by the Agent, over which the Agent shall have sole dominion and control, upon terms as may be satisfactory to the Agent.

“L/C Disbursement” shall mean a payment or disbursement made by the Issuing Bank pursuant to a Letter of Credit.

“L/C Exposure” means, at any time the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time and (b) the aggregate amount of all L/C Disbursements that have not yet been reimbursed by or on behalf of the Borrower

at such time.

“L/C Obligations” means, as of any date, the aggregate Available Amount of outstanding Letters of Credit and Revolving Credit Advances made by an Issuing

Bank in accordance with Section 2.03 that have not been funded by the Lenders. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“L/C Related Documents” has the meaning specified in Section 2.06(b)(i). “Lender Insolvency Event” means that (a) a Lender or its Parent Company

is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (b) such Lender or its Parent Company has become the subject of a

proceeding under any Debtor Relief Law, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its Parent Company, or such Lender or its Parent Company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment.

“Lenders” means each lender that has a Commitment hereunder with respect to any Facility, each lender that holds a Term Advance, Term 2 Advance, Revolving Credit Advance, Tranche B Loan, Tranche B2 Loan or any Specified Incremental Term Advance, each Issuing Bank, each Lender that becomes a party hereto pursuant to Section 2.23 and each Person that shall become a party hereto pursuant to Section 9.07.

“Letter of Credit” has the meaning specified in Section 2.01(d)(i). “Letter of Credit Agreement” has the meaning specified in

Section 2.03(a)(i).

“Letter of Credit Commitment” means, with respect to each Issuing Bank,

the obligation of such Issuing Bank to issue Letters of Credit for the account of the Borrower and its specified Subsidiaries in (a) the Dollar amount set forth opposite the

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Issuing Bank’s name on Schedule I hereto under the caption “Letter of Credit Commitment” or (b) if such Issuing Bank has entered into one or more Assignment and Assumptions, or if such Person became an Issuing Bank after the Effective Date, the Dollar amount set forth for such Issuing Bank in the Register maintained by the Agent pursuant to Section 9.07(c) as such Issuing Bank’s “Letter of Credit Commitment”, in each case as such amount may be reduced prior to such time pursuant to Section 2.05.

“Letter of Credit Facility” means, at any time, an amount equal to the least of (a) the aggregate amount of the Issuing Banks’ Letter of Credit Commitments at such time, (b) $15,000,000 and (c) the aggregate amount of the Revolving Credit Commitments, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

“Leverage Ratio” means, as of the last day of any fiscal quarter, the ratio of (a) the amount equal to the Consolidated Funded Debt on such date less unrestricted cash and Cash Equivalents of the Borrower and its Consolidated Subsidiaries in an amount not to exceed $350,000,000, to (b) EBITDA for the most recently completed four consecutive fiscal quarters of the Borrower and its Consolidated Subsidiaries ending on or prior to such date.

“LIBOR Rate” means, for any Interest Period for each Eurocurrency Rate Advance comprising part of the same Borrowing, an interest rate per annum equal to the Intercontinental Exchange Benchmark Administration Ltd. (or the successor thereto if it is no longer making such rates available) LIBOR Rate (“ICE LIBOR”), as published by

Reuters (currently Reuters LIBOR01 page) (or other commercially available source providing quotations of ICE LIBOR as designated by the Agent from time to time) (the “Screen Rate”) at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period, for deposits in Dollars or the applicable Committed Currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the LIBOR Rate for such Interest Period, as applicable, shall be a rate per annum equal to the Interpolated Screen Rate.

“LIBOR Successor Rate” has the meaning set forth in Section 2.08(g). “LIBOR Successor Rate Conforming Changes” means, with respect to any

proposed LIBOR Successor Rate, any conforming changes to the definitions of “Base Rate”, “Eurocurrency Rate” and “Interest Period” and any related definitions, the timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of the Agent after consultation with the Borrower, to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate yet exists, in such other manner of administration as the Agent determines in consultation with the Borrower).

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“Lien” means (a) with respect to any asset, (i) any mortgage, deed of trust, lien (statutory or other), pledge, hypothecation, assignment, deposit arrangement, encumbrance, license, charge preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever in or on such asset (including any conditional sale or other title retention agreement, Capital Lease, any easement, right of way or other encumbrance on title to real property) and (ii) the interest of a vendor or a lessor under any conditional sale agreement, Capital Lease or title retention agreement

(or any financing lease having substantially the same effect as any of the foregoing) relating to such asset and (b) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Limited Condition Acquisition” means any Permitted Acquisition which the Borrower or any of its Subsidiaries is contractually committed to consummate upon the satisfaction of certain conditions other than the availability of, or the obtaining of, third party financing.

“Loan Document Obligations” means (a) the due and punctual payment by the Loan Parties of (i) the principal of and interest (including any interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding) on each of the Advances, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide Cash Collateral, and (iii) all other monetary obligations of any Loan Party to the Agent, any of the Lenders, any Issuing Bank or any other Secured Parties pursuant to any Loan Document, including fees, costs, expenses and indemnities, whether primary, secondary, direct, indirect, absolute, contingent, fixed, due or to become due, now existing or hereafter arising or otherwise (including monetary obligations incurred after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding), and (b) the due and punctual performance of all other obligations of the Borrower or any other Loan Party under or pursuant to this Agreement and each of the other Loan Documents.

“Loan Documents” means this Agreement, each Note, if any, each L/C Related Document, any Incremental Assumption Agreement and each of the Security and

Guarantee Documents.

“Loan Parties” means the Borrower and each of the Guarantors.

“Material Adverse Change” means any material adverse change in the business, assets, operations and condition, financial or otherwise of the Consolidated Group taken as a whole.

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“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations and condition, financial or otherwise of the Consolidated

Group taken as a whole, (b) the rights and remedies of the Agent or any Lender under this Agreement or any Note or (c) the ability of any Loan Party to perform its obligations under this Agreement or any Note.

“Maximum Rate” has the meaning specified in Section 9.18. “Minimum Collateral Amount” means, at any time, (i) with respect to

Cash Collateral consisting of cash or deposit account balances, an amount equal to 110% of the Fronting Exposure of all Issuing Banks with respect to Letters of Credit issued and outstanding at such time and (ii) otherwise, an amount determined by the Agent and the

Issuing Banks in their sole discretion.

“Mortgage” means the Existing Mortgage and all mortgages, deeds of

trust, assignments of leases and rents, modifications and other security documents delivered pursuant to Section 3.01(o) and paragraphs (l), (m) and (n) of Section 5.01, each substantially in the form of Exhibit I with such changes thereto as shall be acceptable to the Collateral Agent, including all such changes as may be required to account for local law matters.

“Mortgage Amendments” has the meaning specified in Section 3.01(p). “Mortgaged Properties” means initially, the owned real property of the

Loan Parties specified on Schedule 1.01(a), and shall include each other parcel of real property and improvements thereto with respect to which a Mortgage is granted pursuant to paragraphs (l), (m) and (n) of Section 5.01.

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

“Multiple Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Borrower or

any ERISA Affiliate and at least one Person other than the Borrower and the ERISA Affiliates or (b) was so maintained and in respect of which the Borrower or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“Net Cash Proceeds” means (a) with respect to any Asset Sale, the cash proceeds (including casualty insurance settlements and condemnation awards and cash proceeds subsequently received (as and when received) in respect of noncash

consideration initially received) from such Asset Sale, net of (1) selling expenses (including reasonable broker’s fees or commissions, legal fees, transfer and similar Taxes and the Borrower’s good faith estimate of income Taxes paid or payable in connection with such sale), (2) amounts provided as a reserve by the Borrower and its Subsidiaries, in accordance with GAAP, against any liabilities under any indemnification obligations

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or purchase price adjustment associated with such Asset Sale (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds) and (3) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness which is secured by the asset sold in such Asset Sale and which is required to be repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such asset or that is so secured by a lien ranking junior in priority to any lien thereon securing the Obligations); provided, however, that, if (x) the Borrower shall deliver a certificate of a Financial Officer to the Agent at the time of receipt thereof setting forth the Borrower’s intent to reinvest such proceeds in productive assets of a kind then used or usable in the business of the Borrower and its Subsidiaries within 12 months of receipt of such proceeds and (y) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate, such proceeds shall not constitute Net Cash Proceeds except to the extent (A) not so used (or committed to be used) at the end of such 12-month period or (B) if committed to be used within such 12-month period, not so used within 180 days after the end of such 12-month period, at which time such proceeds shall be deemed to be Net Cash Proceeds and (b) with respect to any issuance or incurrence of Indebtedness for borrowed money or any Qualified Equity Issuance, the cash proceeds thereof, net of all Taxes and customary fees, commissions, costs and other expenses incurred in connection therewith.

“NFIP” has the meaning assigned to such term in the definition of “Real Estate Collateral Requirements”.

“Non-Approving Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all Lenders or all affected

Lenders in accordance with the terms of Section 9.01 and (ii) has been approved by the Required Lenders.

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

“Non-Extending Lender” has the meaning specified in Section 2.22(b). “Non-Extension Notice Date” has the meaning specified in Section

2.01(d)(ii).

“Not Otherwise Applied” means, with reference to any proceeds of any transaction or event or of the Available Amount Basket that is proposed to be applied to a

particular use or transaction, that such amount (a) was not required to prepay Loans under Section 2.10(b) and (b) has not previously been (and is not simultaneously being) applied to anything other than such particular use or transaction.

“Note” means a Revolving Credit Note, Term Note, Term 2 Note, Tranche B Note or Tranche B2 Note, as the context may require.

“Notice Date” has the meaning specified in Section 2.22(b).

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“Notice of Borrowing” has the meaning specified in Section 2.02(a). “Notice of Issuance” has the meaning specified in Section 2.03(a). “Notice of Renewal” has the meaning specified in Section 2.01(d)(ii). “Obligations” means each of the (a) Loan Document Obligations, (b)

Secured Cash Management Obligations, and (c) Secured Hedging Obligations; provided that the Obligations shall not include any Excluded Swap Obligations; and provided further that (a) Secured Cash Management Obligations and Secured Hedging Obligations shall be secured and guaranteed pursuant to the Security and Guarantee Documents only to the extent that, and for so long as, the Loan Document Obligations are so secured and guaranteed and (b) any release of collateral or Guarantors effected in the manner permitted by any of the Loan Documents shall not require the consent of any Cash Management Bank or Hedge Bank (in each case, in its capacity as such).

“OID” has the meaning specified in Section 2.23(b)(i).

“Olympus Acquisition” shall mean the acquisition by the Borrower of

certain assets of Xxxxxx Xxxxxxxxxxx pursuant to the Asset Purchase Agreement, dated as of February 5, 2020 by and between Xxxxxx Xxxxxxxxxxx and Borrower.

“One Month LIBOR” has the meaning assigned to such term in the definition of “Base Rate”.

“Ordinary Course of Business” means, in respect of any transaction involving any Person, the ordinary course of such Person’s business.

“Original Credit Agreement” has the meaning specified in the introductory statement.

“Original Term Advance Amount” means (a) $1,068,000,000 (or such lesser amount funded on the Engility Closing Date) if the Engility Acquisition is consummated and (b) $618,000,000 (or such lesser amount funded on the Fall-Away Date) if the Engility Acquisition is not consummated.

“Original Term 2 Advance Amount” means $100,000,000.

“Original Tranche B Loan Amount” means $1,050,000,000 less the amount of Tranche B Loans prepaid with Term Advances on the Fall-Away Date.

“Original Tranche B2 Loan Amount” means $600,000,000.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other

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transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan Document or Advance).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.18(b)).

“Parent Company” means, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender, or

if such Lender does not have a bank holding company, then any corporation, association, partnership or other business entity owning, beneficially or of record, directly or indirectly, a majority of the Voting Stock of such Lender.

“Participant” has the meaning specified in Section 9.07(d).

“Participant Register” has the meaning specified in Section 9.07(d). “Patriot Act” means the Uniting and Strengthening America by Providing

Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law October 26, 2001.

“Payment Office” means such office of Citibank as shall be from time to time selected by the Agent and notified by the Agent to the Borrower and the Lenders.

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

“Perfection Certificate” means the Perfection Certificate substantially in the form of Exhibit B to the Guarantee and Collateral Agreement.

“Permitted Acquisition” has the meaning specified in Section 5.03(j)(vi); provided that, for the avoidance of doubt, the Engility Acquisition and the Olympus Acquisition shall each be a Permitted Acquisition hereunder.

“Permitted Liens” means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been

commenced:

(a)    Liens for taxes, assessments and governmental charges or levies to the extent that any such tax, assessment, government charge or levy is not overdue for a period of more than 30 days or is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained;

(b)    Liens imposed by law, such as materialmen’s, mechanics’,

carriers’, workmen’s and repairmen’s Liens and other similar Liens arising in the

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Ordinary Course of Business securing obligations that are not overdue for a period of more than 30 days or, if more than 30 days overdue, are unfiled and no other action has been taken to enforce such Lien or that are being contested in good faith and by appropriate proceedings diligently conducted and as to which appropriate reserves are being maintained;

(c)    (A) pledges or deposits to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations, (B) pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations in the ordinary course of business and (C) pledges or deposits securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to any Loan Party in the Ordinary Course of Business;

(d)    Liens securing the performance of statutory obligations or bids, surety, appeal or customs bonds, standby letters of credit, performance or return-of-money bonds or other obligations of a like nature incurred in the Ordinary Course of Business of a Loan Party or any of their Subsidiaries;

(e)    easements, rights of way and other encumbrances on title to real property that do not, in the aggregate, materially interfere with the Ordinary Course of Business of the Consolidated Group, taken as a whole;

(f)    Liens securing reimbursement obligations with respect to trade letters of credit entered into in the Ordinary Course of Business that encumber documents and other assets relating to such letters of credit and the products and

proceeds thereof;

(g)     customary rights of set-off in favor of banks;

(h)    precautionary Uniform Commercial Code filings made by a lessor pursuant to an operating lease of the Borrower or any of its Subsidiaries entered into in the Ordinary Course of Business; and

(i)    Liens arising by virtue of the rendition, entry or issuance against the Borrower or any of its Subsidiaries, or any property of the Borrower or any of

its Subsidiaries, of any judgment, writ, order, or decree to the extent the rendition, entry, issuance or continued existence of such judgment, writ, order or decree (or any event or circumstance relating thereto) has not resulted in the occurrence of an Event of Default hereunder.

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal, replacement, exchange or extension of any

Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, replaced, exchanged or

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extended except by an amount equal to accrued and unpaid interest and a reasonable premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal, replacement, exchange or extension and by an amount equal to any existing

commitments unutilized thereunder; (b) such modification, refinancing, refunding, renewal, replacement, exchange or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended; (c) if the Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal, replacement, exchange or extension is subordinated in right of payment to the Obligations on terms, taken as a whole, as favorable in all material respects to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended; (d) if the Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended is secured, such modification, refinancing, refunding, renewal, replacement, exchange or extension is unsecured or secured and subject to intercreditor arrangements, if any, on terms, taken as a whole, as favorable in all material respects to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended; (e) the terms and conditions (including, if applicable, as to collateral) of any such modified, refinanced, refunded, renewed, replaced, exchanged or extended Indebtedness are, (A) either (i) customary for similar types of Indebtedness in light of then-prevailing market conditions (it being understood that such Indebtedness shall not include any financial maintenance covenants and that any negative covenants shall be incurrence-based) or (ii) not materially less favorable to the Loan Parties or the Lenders, taken as a whole, than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended, and (B) when taken as a whole (other than interest rate and redemption premiums), not more restrictive to the Borrower and its Subsidiaries in any material respect than those set forth in this Agreement; (f) such modification, refinancing, refunding, renewal, replacement, exchange or extension is incurred by the Person who is the obligor or guarantor (or any successor thereto) on the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended; and (g) at the time thereof, no Default or Event of Default shall have occurred and be continuing.

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

“Phase Is” has the meaning assigned to such term in the definition of “Real Estate Collateral Requirements”.

“Plan” means a Single Employer Plan and a Multiple Employer Plan.

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“Platform” has the meaning specified in Section 9.02(d)(i).

“Primary Currency” has the meaning specified in Section 9.11(c).

“PTE” means a prohibited transaction class exemption issued by the U.S.

Department of Labor, as any such exemption may be amended from time to time. “Qualified Equity Issuance” means any issuance of Equity Interests (other

than any Disqualified Equity Interests) by the Borrower (but excluding any issuances of Equity Interests to any Subsidiary of the Borrower).

“Ratable Share” of any amount means (a) with respect to any Term Lender at any time, the percentage of the Term Facility represented by the principal amount of such Term Lender’s Term Advances or Term Commitment at such time, (b) with respect to any Term 2 Lender at any time, the percentage of the Term 2 Facility represented by the principal amount of such Term 2 Lender’s Term 2 Advances or Term 2 Commitment at such time, (c) with respect to any Tranche B Lender at any time, thepercentage of the Tranche B Facility represented by the principal amount of such

Tranche B Lender’s Tranche B Loans at such time, (cd) with respect to any Tranche B2 Lender at any time, the percentage of the Tranche B2 Facility represented by the principal amount of such Tranche B2 Lender’s Tranche B2 Loans at such time and

(de) with respect to any Revolving Credit Lender at any time, the percentage of the Revolving Credit Facility represented by such Revolving Credit Lender’s Revolving Credit Commitment at such time. If the commitment of each Revolving Credit Lender to make Revolving Credit Advances and the obligation of the Issuing Banks to Issue Letters of Credit have been terminated pursuant to Section 6.01, or if the Revolving Credit Commitments have expired, then the Ratable Share of each Revolving Credit Lender in respect of the Revolving Credit Facility shall be determined based on the Ratable Share of such Revolving Credit Lender in respect of the Revolving Credit Facility most

recently in effect, giving effect to any subsequent assignments.

“Real Estate Collateral Requirements” means the requirement that on the Effective Date, with respect to the Mortgaged Properties listed on Schedule 1.01(a) and thereafter as required by Section 5.01(l)(iii), the Collateral Agent shall have received a Mortgage for each Mortgaged Property in form and substance reasonably acceptable to the Collateral Agent and suitable for recording or filing, together, (I) with respect to each Mortgage for any property located in the United States, the following documents: (a) a fully paid policy of title insurance (or “pro forma” or marked up commitment having the same effect of a title insurance policy) (i) in a form approved by the Collateral Agent insuring the Lien of the Mortgage encumbering such property as a valid first priority Lien, (ii) in an amount reasonably satisfactory to the Collateral Agent, (iii) issued by a nationally recognized title insurance company reasonably satisfactory to the Collateral Agent (the “Title Company”) and (iv) that includes (A) such coinsurance and direct access reinsurance as the Collateral Agent may deem necessary or desirable and (B) such endorsements or affirmative insurance required by the Collateral Agent and available in the applicable jurisdiction (including, without limitation, endorsements on matters relating to usury, first loss, last dollar, zoning, revolving credit, doing business, variable

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rate, address, separate tax lot, subdivision, tie in or cluster, contiguity, access and so-called comprehensive coverage over covenants and restrictions), (b) with respect to any property located in any jurisdiction in which a zoning endorsement is not available (or for which a zoning endorsement is not available at a premium that is not excessive), if requested by the Collateral Agent, a zoning compliance letter from the applicable municipality or a zoning report from Planning and Zoning Resource Corporation (or another person acceptable to the Collateral Agent, in each case reasonably satisfactory to the Collateral Agent, (c) upon the request of the Collateral Agent, a survey certified to Collateral Agent and the Title Company in form and substance reasonably satisfactory to the Collateral Agent, (d) upon the request of the Collateral Agent, an appraisal complying with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, by a third-party appraiser selected by the Collateral Agent, (e) if requested by the Collateral Agent, an opinion of local counsel reasonably acceptable to the Collateral Agent and in form and substance satisfactory to the Collateral Agent, (f) no later than ten Business Days prior to the delivery of the Mortgage, the following documents and instruments, in order to comply with the Flood Laws: (1) a completed Flood Hazard Determination obtained by the Administrative Agent, (2) if any Building

on a Mortgaged Property is located in a Special Flood Hazard Area, a notification to the Borrower (“Borrower Notice”) and, if applicable, notification to the Borrower that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not

available because the community does not participate in the NFIP, (3) documentation evidencing the Borrower’s receipt of the Borrower Notice and (4) if the Borrower Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of a Flood Insurance Policy, the Borrower’s application for a Flood Insurance Policy plus proof of premium payment, a declaration page confirming that a Flood Insurance Policy has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent (any of the foregoing being “Evidence of Flood Insurance”), (g) upon the reasonable request of the Collateral Agent, Phase I environmental site assessment reports prepared in accordance with the current ASTM E1527 standard (“Phase Is”) (to the extent not already provided) and reliance letters for such Phase Is (which Phase Is and reliance letters shall be in form and substance reasonably acceptable to the Collateral Agent) and any other environmental information as the Collateral Agent shall reasonably request and (h) such other instruments and documents (including consulting engineer’s reports and lien searches) as the Collateral Agent shall reasonably request and (II) with respect to each Mortgage for any property located outside the United States, equivalent documents available in the applicable jurisdiction and required by the Collateral Agent.

“Receivables Facility” shall mean any of one or more receivables financing facilities (and any guarantee of such financing facility), as amended, supplemented, modified, extended, renewed, restated, or refunded from time to time, the obligations of which are non-recourse (except for customary representations, warranties, covenants, and indemnities made in connection with such facilities) to the Consolidated Group (other than a Receivables Subsidiary) pursuant to which the Consolidated Group sells, directly or indirectly, grants a security interest in or otherwise transfers its accounts receivable to either (i) a Receivables Subsidiary that in turn funds such purchase by purporting to sell its accounts receivable to a Person that is not a part of the Consolidated

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Group or by borrowing from such a Person or from another Receivables Subsidiary that in turn funds itself by borrowing from such a Person or (ii) a Person that is not a part of the Consolidated Group.

“Receivables Subsidiary” shall mean any Subsidiary formed for the purpose of facilitating or entering into one or more Receivables Facilities, and in each

case engages only in activities reasonably related or incidental thereto or another Person formed for the purposes of engaging in a Receivables Facility in which the Borrower or any Subsidiary makes an Investment and to which the Borrower or any Subsidiary transfers accounts receivables and related assets.

“Recipient” means (a) the Agent, (b) any Lender and (c) any Issuing Bank, as applicable.

“Reference Banks” means Citibank, Bank of America, N.A., and U.S. Bank National Association.

“Reference Time” has the meaning specified in the definition of Available

Amount Basket.

“Refinancing Amendment” means an amendment to this Agreement, in form and substance reasonably satisfactory to the Agent, among the Borrower, the Agent

and the Lenders providing Specified Refinancing Debt, effecting the incurrence of such Specified Refinancing Debt in accordance with Section 2.24.

“Register” has the meaning specified in Section 9.07(c).

“Related Parties” means, with respect to any Person, such Person’s

Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Removal Effective Date” has the meaning specified in Section 8.06(b). “Repricing Event” has the meaning specified in Section 2.10(a)(ii). “Required Lenders” means at any time Lenders owed or holding at least a

majority in interest of the sum of the (a) aggregate principal amount of all Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in Letters of Credit being deemed “held" by such Revolving Credit Lender for purposes of this definition), (b) the aggregate principal amount of the Term Facility, (c) the aggregate principal amount of the Term 2 Facility, (d) the aggregate unused amount of the Commitments, (d) the aggregate principal amount of the Tranche B Facility and (e) the aggregate principal amount of the Tranche B Facility and (f) the aggregate principal amount of the Tranche B2 Facility; provided that the Total Revolving Credit Outstandings of, the Advances owed to or Commitments held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

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“Required RC/TLA Lenders” means at any time Lenders owed or holding at least a majority in interest of the sum of the (a) aggregate principal amount of all Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit

Lender’s risk participation and funded participation in Letters of Credit being deemed “held” by such Revolving Credit Lender for purposes of this definition), (b) the aggregate principal amount of the Term Facility and, (c) the aggregate principal amount of the Term 2 Facility and (d) the aggregate unused amount of the Commitments (other than any Tranche B Commitment, any Tranche B2 Commitment or any Specified Incremental Tranche B Commitment); provided that (i) the Total Revolving Credit Outstandings of, the Advances owed to or Commitments held by any Defaulting Lender shall be excluded for purposes of making a determination of Required RC/TLA Lenders.

“Required Revolving Credit Lenders” means, as of any date of determination, Revolving Credit Lenders holding more than 50% of the sum of the

(a) Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in Letters of Credit being deemed “held” by such Revolving Credit Lender for purposes of this definition) and

(b) aggregate Unused Revolving Credit Commitments; provided that the Unused Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Credit Lenders.

“Required Term Lenders” means, as of any date of determination, Term Lenders holding more than 50% of the Term Facility and Term Commitments on such date; provided that the portion of the Term Facility and Term Commitments held by any Defaulting Lender shall in each case be excluded for purposes of making a determination of Required Term Lenders.

“Required Term 2 Lenders” means, as of any date of determination, Term 2 Lenders holding more than 50% of the Term 2 Facility and Term 2 Commitments on such date; provided that the portion of the Term 2 Facility and Term 2 Commitments held by any Defaulting Lender shall in each case be excluded for purposes of making a determination of Required Term 2 Lenders.

“Required Tranche B Lenders” means, as of any date of determination, Tranche B Lenders holding more than 50% of the Tranche B Facility on such date; provided that the portion of the Tranche B Facility held by any Defaulting Lender shall in each case be excluded for purposes of making a determination of Required Tranche B Lenders.

“Required Tranche B2 Lenders” means, as of any date of determination, Tranche B2 Lenders holding more than 50% of the Tranche B2 Facility on such date; provided that the portion of the Tranche B2 Facility held by any Defaulting Lender shall in each case be excluded for purposes of making a determination of Required Tranche B2 Lenders.

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“Resignation Effective Date” has the meaning specified in

Section 8.06(a).

“Responsible Officer” of any Person means any executive officer or Financial Officer of such Person and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement.

“Restricted Payments” has the meaning specified in Section 5.03(h). “Revolving Credit Advance” means an advance by a Revolving Credit

Lender to the Borrower as part of a Revolving Credit Borrowing and refers to a Base Rate Advance or a Eurocurrency Rate Advance (each of which shall be a “Type” of Revolving Credit Advance). Unless the context shall otherwise require, the term “Revolving Credit Advance” shall include any Incremental Revolving Credit Advances.

“Revolving Credit Borrowing” means a Borrowing consisting of simultaneous Revolving Credit Advances of the same Type made by each of the

Revolving Credit Lenders.

“Revolving Credit Borrowing Minimum” means, in respect of Revolving

Credit Advances denominated in Dollars, $1,000,000, in respect of Revolving Credit Advances denominated in Sterling, £1,000,000 and, in respect of Revolving Credit Advances denominated in Euros, €1,000,000.

“Revolving Credit Borrowing Multiple” means, in respect of Revolving Credit Advances denominated in Dollars, $500,000, in respect of Revolving Credit Advances denominated in Sterling, £500,000 and, in respect of Revolving Credit Advances denominated in Euros, €500,000.

“Revolving Credit Commitment” means as to any Lender (a)(i) the Dollar amount set forth opposite such Lender’s name on Schedule I hereto as such Lender’s “Existing Revolving Credit Commitment”, or (a)(ii) on the Engility Closing Date (if it occurs), the Dollar amount set forth opposite such Lender’s name on Schedule I hereto as such Lender’s “Acquisition Revolving Credit Commitment” provided that for the avoidance of doubt, such Lender’s Revolving Credit Commitment shall be either the Lender’s “Existing Revolving Credit Commitment” or “Acquisition Revolving Credit Commitment”, (b) if such Lender has become a Revolving Credit Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth in such Assumption Agreement, as such Lender’s “Revolving Credit Commitment” or (c) if such Lender has entered into an Assignment and Assumption, the Dollar amount set forth for such Lender in the Register maintained by the Agent pursuant to Section 9.07(c), as such Lender’s “Revolving Credit Commitment”, as such amount may be reduced pursuant to Section 2.05 or increased pursuant to Section 2.23. The aggregate amount of the Lenders’ Revolving Credit Commitments as of the Effective Date is $200,000,000 (to be increased to $400,000,000 automatically upon the Engility Closing Date). Unless the context shall

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otherwise require, the term “Revolving Credit Commitments” shall include any Incremental Revolving Credit Commitments.

“Revolving Credit Exposure” means, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Revolving Credit Advances of such Lender, plus the aggregate amount at such time of such Lender’s L/C Exposure.

“Revolving Credit Facility” means, at any time, (a) on or prior to the Revolving Credit Facility Maturity Date, the aggregate amount of the Revolving Credit

Commitments at such time and (b) thereafter, the sum of the aggregate principal amount of the Revolving Credit Advances outstanding at such time plus the Available Amount of all Letters of Credit outstanding at such time.

“Revolving Credit Facility Maturity Date” means the Termination Date. “Revolving Credit Lender” means, at any time, any Lender that has a

Revolving Credit Commitment or a Revolving Credit Advance at such time. “Revolving Credit Note” means a promissory note of the Borrower

payable to any Revolving Credit Lender and its registered assigns, delivered pursuant to a request made under Section 2.16 in substantially the form of Exhibit A-1 hereto, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Revolving Credit Advances made by such Lender to the Borrower.

“Sanctioned Country” has the meaning specified in Section 4.01(p). “Sanctioned Person” has the meaning specified in Section 4.01(q). “Sanctions” has the meaning specified in Section 4.01(p).

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

“Eurocurrency Rate.”

“SEC” means the Securities and Exchange Commission.

“Second Amended & Restated Credit Agreement” has the meaning specified in the introductory statements hereto.

“Second Amendment Effective Date” means March 13, 2020. “Secured Cash Management Obligations” means the due and punctual

payment and performance of any and all obligations of each Loan Party or their respective Subsidiaries (whether absolute or contingent and however and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor)) arising in respect of Cash Management Services that (a) are owed to the Agent, the Arrangers or an Affiliate of any of the foregoing, or to any Person that, at the time such obligations were incurred, was the

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Agent, the Arrangers or an Affiliate of any of the foregoing, (b) were owed on the Effective Date to a Person that was a Lender or an Affiliate of a Lender as of the Effective Date, or (c) are owed to a Person that was a Lender or an Affiliate of a Lender at the time such obligations were incurred.

“Secured Hedging Obligations” means the due and punctual payment and performance of any and all obligations of each Loan Party or their respective Subsidiaries

(whether absolute or contingent and however and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor)) arising in respect of Hedge Agreements that (a) are owed to the Agent, the Arrangers or an Affiliate of any of the foregoing, or to any Person that, at the time such obligations were incurred, was the Agent, the Arrangers or an Affiliate of any of the foregoing, (b) were owed on the Effective Date to a Person that was a Lender or an Affiliate of a Lender as of the Effective Date, or (c) are owed to a Person that was a Lender or an Affiliate of a Lender at the time such obligations were incurred; provided that Secured Hedging Obligations shall not include any Excluded Swap Obligations.

“Secured Parties” means (a) each of the Lenders, (b) the Agent, (c) the Collateral Agent, (d) each Issuing Bank, (e) each Cash Management Bank, (f) each Hedge Bank, (g) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (h) the successors and assigns of each of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended. “Security and Guarantee Documents” means each and any of the

Mortgages, Mortgage Amendments, Guarantee and Collateral Agreement, security agreements, and/or other instruments and documents executed and delivered on or after the Effective Date in connection with securing and/or guaranteeing the Facilities.

“Sequoia Acquisition” shall mean the acquisition by the Borrower of Xxxxxxxx and Associates, LLC, pursuant to the Equity Purchase Agreement, dated as of June 3, 2021 by and between Xxxx Xxxxxxxx, Xxxxxxxx and Associates, LLC, and the Borrower.

“Senior Secured Leverage Ratio” means, on any date, the ratio of (a) Total Senior Secured Debt on such date less unrestricted cash and Cash Equivalents of the Borrower and its Consolidated Subsidiaries in an amount not to exceed $350,000,000 to (b) EBITDA for the most recently ended Test Period.

“Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Borrower or

any ERISA Affiliate and no Person other than the Borrower and the ERISA Affiliates or (b) was so maintained and in respect of which the Borrower or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

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“Solvent” means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount

of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become

an actual or matured liability.

“Special Flood Hazard Area” means an area that the Federal Emergency Management Agency (or its successor) has designated as an area subject to special flood

or mud slide hazards.

“Specified Incremental A Cap” means $150,000,000.

“Specified Incremental Facility” means the Specified Incremental Tranche A Facility and the Specified Incremental Tranche B Facility, as the context may require.

“Specified Incremental Term Advances” has the meaning specified in

Section 2.23(b).

“Specified Incremental Tranche A Advances” has the meaning specified in Section 2.23(b).

“Specified Incremental Tranche A Commitments” has the meaning specified in Section 2.23(b).

“Specified Incremental Tranche A Facility” means, at any time, the aggregate principal amount of any Specified Incremental Tranche A Advances outstanding at such time.

“Specified Incremental Tranche B Advances” has the meaning specified in Section 2.23(b).

“Specified Incremental Tranche B Commitments” has the meaning specified in Section 2.23(b).

“Specified Incremental Tranche B Facility” means, at any time, the aggregate principal amount of any Specified Incremental Tranche B Advances outstanding at such time.

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2.24(a). “Specified Refinancing Debt” has the meaning specified in Section “Specified Representations” means the representations and warranties set forth in Sections 4.01 (a) (only with respect to the first clause), (b) (other than clauses (ii) and (iii)), (d), (g), (h), (j), (p), (q), (r), (s) (only with respect to the second sentence), (v) and (w).

“Specified Transactions” means (a) the Engility Acquisition and (b) (i) any Investment that results in a Person becoming a Subsidiary of the Borrower, (ii) any

Permitted Acquisition, (iii) any Disposition that results in a Subsidiary of the Borrower ceasing to be a Subsidiary of the Borrower (other than a Disposition of an Excluded Subsidiary), (iv) any Disposition of a business unit, line of business or division of the Borrower or any of its Subsidiaries, in each case whether by merger, consolidation, amalgamation or otherwise and (v) any other transaction that by the terms of this Agreement requires any financial ratio or test to be determined on a “pro forma basis” or to be given “pro forma effect”.

“Subsidiary” of any Person means any corporation, partnership, joint venture, limited liability company, entity, trust or estate of which (or in which) more than

50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, joint venture, limited liability company or entity, or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

“Swap” has the meaning assigned to such term in Section 1a(47) of the Commodity Exchange Act.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap.

“Synthetic Lease” means, as to any Person, any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal

or mixed) (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. Federal income tax purposes, other than any such lease under which such Person is the lessor.

“Synthetic Lease Obligations” means, as to any Person, an amount equal to the capitalized amount of the remaining lease payments under any Synthetic Lease that

would appear on a balance sheet of such Person in accordance with GAAP if such obligations were accounted for as Capital Lease Obligations.

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“TARGET Day” means any day on which TARGET2 is open for business.

“TARGET2” means the Trans-European Automated Real Time Gross
Settlement Express transfer payment system which utilizes a single shared platform and which was launched on 19 November 2007.

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

“Term Advance” means an advance by a Term Lender to the Borrower under the Term Facility and refers to a Base Rate Advance or a Eurocurrency Rate Advance (each of which shall be a “Type” of Term Advance).

“Term Borrowing” means a portion of the Term Advances (as to which each Term Lender has a ratable part) that (a) bears interest by reference to the Base Rate

or (b) bears interest by reference to the Eurocurrency Rate and has a single Interest Period.

“Term Commitment” means as to any Lender (a) the Dollar amount set forth opposite such Lender’s name on Schedule I hereto as such Lender’s “Term Commitment”, which shall be reduced pro rata on the date of the termination or public abandonment of the Engility Acquisition Agreement as set forth in the final sentence of this definition or (b) if such Lender has entered into an Assignment and Assumption, the Dollar amount set forth for such Lender in the Register maintained by the Agent pursuant to Section 9.07(c) as such Lender’s “ Term Commitment”, as such amount may be reduced pursuant to Section 2.05; which Term Commitment shall automatically terminate upon the funding of all Term Advances on the Funding Date (but not later than June 15, 2019). The aggregate amount of the Lenders’ Term Commitment as of the Effective Date is $1,068,000,000 (which amount shall be, automatically and without further action, reduced to $618,000,000 upon the date of the termination or public abandonment of the Engility Acquisition Agreement).

“Term Facility” means, at any time, the aggregate principal amount of the Term Advances outstanding at such time.

“Term Lender” means, at any time, any Lender with a Term Commitment or an outstanding Term Advance at such time.

“Term Loan Maturity Date” means the fifth anniversary of the Effective

Date.

“Term Note” means a promissory note of the Borrower payable to any Term Lender and its registered assigns, delivered pursuant to a request made under Section 2.16 in substantially the form of Exhibit A-2 hereto, evidencing the aggregate

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indebtedness of the Borrower to such Lender resulting from the Term Advances made by such Lender to the Borrower.

“Term 2 Advance” means an advance by a Term 2 Lender to the Borrower under the Term 2 Facility and refers to a Base Rate Advance or a Eurocurrency Rate Advance (each of which shall be a “Type” of Term Advance).

“Term 2 Borrowing” means a portion of the Term 2 Advances (as to which each Term 2 Lender has a ratable part) that (a) bears interest by reference to the Base Rate or (b) bears interest by reference to the Eurocurrency Rate and has a single Interest Period.

“Term 2 Commitment” means as to any Lender the Dollar amount set forth opposite such Lender’s name on Schedule I-B hereto as such Lender’s “Term 2 Commitment”.

“Term 2 Facility” means, at any time, the aggregate principal amount of the Term 2 Advances outstanding at such time.

“Term 2 Lender” means, at any time, any Lender with a Term 2 Commitment or an outstanding Term 2 Advance at such time.

“Term 2 Note” means a promissory note of the Borrower payable to any Term 2 Lender and its registered assigns, delivered pursuant to a request made under Section 2.16 in substantially the form of Exhibit A-5 hereto, evidencing the aggregate in debtedness of the Borrower to such Lender resulting from the Term 2 Advances made by such Lender to the Borrower.

“Termination Date” means the earlier of (a) the fifth anniversary of the Effective Date subject to the extension thereof pursuant to Section 2.22 and (b) the date

of termination in whole of the Revolving Credit Commitments pursuant to Section 2.05 or 6.01; provided, however, that the Termination Date of any Lender that is a Non-Extending Lender with respect to any requested extension pursuant to Section 2.22 shall be the Termination Date in effect immediately prior to the applicable Extension Date for all purposes of this Agreement.

“Test Period” has the meaning specified in Section 1.07(b).

“Third Amendment” shall mean that certain Third Amendment, dated as of the Third Amendment Effective Date, among the Borrower, the Continuing Tranche B2 Lenders (as defined therein), the New Tranche B2 Lender (as defined therein) and the Administrative Agent.

“Third Amendment Effective Date” means March 1, 2021.

“Title Company” has the meaning assigned to such term in the definition

of “Real Estate Collateral Requirements”.

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“Total Assets” means the total assets of the Borrower and its Consolidated Subsidiaries, as shown on the Consolidated balance sheet of the Borrower for the most recently completed fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(i).

“Total Revolving Credit Outstandings” means the aggregate outstanding amount of all Revolving Credit Advances and Letters of Credit.

“Total Senior Secured Debt” means, at any time, for the Borrower and its Subsidiaries on a Consolidated basis in accordance with GAAP, the aggregate amount of (i) (a) all indebtedness in respect of borrowed money, (b) all obligations of such Person

evidenced by bonds, notes, debentures or similar instruments, (c) all obligations of such Person in respect of letters of credit or other similar instruments (including reimbursement agreements with respect thereto) to the extent such letters of credit or other similar instruments are drawn and unreimbursed, (d) all obligations of such Person to pay the deferred and unpaid purchase price of any property (including Capital Lease Obligations), but excluding trade accounts payable or accrued liabilities arising in the Ordinary Course of Business, and (e) all obligations attributable to Synthetic Leases related to tangible property, in each case that is secured by a Lien on any asset or property of the Borrower or any of its Subsidiaries and (ii) without duplication, Capital Lease Obligations of the Borrower or any of its Subsidiaries.

“Trade Date” has the meaning specified in Section 9.07(b)(i)(B). “Tranche B Borrowing” means a Borrowing comprised of Tranche B

Loans.

“Tranche B Commitment” means, as to any Lender, the Dollar amount set forth opposite such Lender’s name on Schedule I hereto as such Lender’s “Tranche B Commitment”.

“Tranche B Facility” means, at any time, the aggregate principal amount of Tranche B Loans outstanding at such time.

“Tranche B Lenders” means, at any time, any Lender with a Tranche B Commitment or a Tranche B Loan outstanding at such time. The Tranche B Lenders as of

the Effective Date are set forth on Schedule I.

“Tranche B Loans” means the advances by the Tranche B Lenders to the

Borrower under the Tranche B Facility and may refer to Base Rate Advances or Eurocurrency Rate Advances (each of which shall be a “Type” of Tranche B Loans). Unless the context shall otherwise require, “Tranche B Loans” shall include any Incremental Term Advances (other than any additional Term Advances or any Specified Incremental Term Advances). The aggregate principal amount of the Tranche B Loans as of the Effective Date is $1,050,000,000.

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“Tranche B Maturity Date” means the date that is seven years after the Effective Date.

“Tranche B Note” means a promissory note of the Borrower payable to any Tranche B Lender and its registered assigns, delivered pursuant to a request made under Section 2.16 in substantially the form of Exhibit A-3 hereto, evidencing the

aggregate indebtedness of the Borrower to such Lender resulting from the Tranche B Loans made by such Lender to the Borrower.

“Tranche B2 Borrowing” means a Borrowing comprised of Tranche B2

Loans.

“Tranche B2 Commitment” means, as to any Lender, the Dollar amount set forth opposite such Lender’s name on Schedule I hereto as such Lender’s “Tranche B2 Commitment”.

“Tranche B2 Facility” means, at any time, the aggregate principal amount of Tranche B2 Loans outstanding at such time.

“Tranche B2 Lenders” means, at any time, any Lender with a Tranche B2 Commitment or a Tranche B2 Loan outstanding at such time. The Tranche B2 Lenders as

of the Second Amendment Effective Date are set forth on Schedule I-A.

“Tranche B2 Loans” means the advances by the Tranche B2 Lenders to

the Borrower under the Tranche B2 Facility and may refer to Base Rate Advances or Eurocurrency Rate Advances (each of which shall be a “Type” of Tranche B2 Loans). The aggregate principal amount of the Tranche B2 Loans as of the Second Amendment Effective Date is $600,000,000.

“Tranche B2 Maturity Date” means the date that is seven years after the Second Amendment Effective Date.

“Tranche B2 Note” means a promissory note of the Borrower payable to any Tranche B2 Lender and its registered assigns, delivered pursuant to a request made under Section 2.16 in substantially the form of Exhibit A-4 hereto, evidencing the

aggregate indebtedness of the Borrower to such Lender resulting from the Tranche B2 Loans made by such Lender to the Borrower.

“Transactions” means collectively, (a) the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are a party and

the initial funding of the Tranche B Loans hereunder and (b) the payment of all fees, costs and expenses incurred or payable by the Borrower or any of its Subsidiaries in connection with the foregoing.

“Type”, when used in respect of any Advance or Borrowing, shall refer to the Rate by reference to which interest on such Advance or on the Advances comprising

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such Borrowing is determined. For the purposes hereof, the term “Rate” means the Base Rate or the Eurocurrency Rate.

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

“Unfunded Advances/Participations” means (a) with respect to the Agent, the aggregate amount, if any (i) made available to the Borrower on the assumption that each Lender has made such Lender’s share of the applicable Borrowing available to the Agent as contemplated by Section 2.02(d) and (ii) with respect to which a corresponding amount shall not in fact have been returned to the Agent by the Borrower or made available to the Agent by any such Lender and (b) with respect to any Issuing Bank, the aggregate amount, if any, of amounts drawn under Letters of Credit in respect of which a Revolving Credit Lender shall have failed to make Revolving Credit Advances to reimburse such Issuing Bank pursuant to Section 2.03(c).

“Uniform Commercial Code” and “UCC” have the meanings assigned to such terms in the Guarantee and Collateral Agreement.

“Unissued Letter of Credit Commitment” means, with respect to any Issuing Bank, the obligation of such Issuing Bank to Issue Letters of Credit for the account of the Borrower or its specified Subsidiaries in an amount equal to the excess of (a) the amount of its Letter of Credit Commitment over (b) the aggregate Available Amount of all Letters of Credit issued by such Issuing Bank.

“Unused Revolving Credit Commitment” means, with respect to each Revolving Credit Lender at any time, (a) such Lender’s Revolving Credit Commitment at

such time minus (b) the sum of (i) the aggregate principal amount of all Revolving Credit Advances made by such Lender (in its capacity as a Revolving Credit Lender) and outstanding at such time, plus (ii) such Lender’s Ratable Share of (A) the aggregate Available Amount of all the Letters of Credit outstanding at such time and (B) the aggregate principal amount of all Advances made by each Issuing Bank pursuant to Section 2.03(c) that have not been ratably funded by such Lender and outstanding at such time.

“U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.14(f)(ii)(B)(iii).

“Voting Stock” means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar

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functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years (and/or portion thereof) obtained by

dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“Withholding Agent” means any Loan Party and the Agent. “Write-Down and Conversion Powers” means, with respect to any EEA

Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

“Yield Differential” has the meaning specified in Section 2.23(b)(i). Section 1.02.    Computation of Time Periods. In this Agreement in the

computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including”.

Section 1.03.    Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted

accounting principles as in effect in the United States from time to time (“GAAP”); provided that (a) if there is any change in GAAP from such principles applied in the preparation of the audited financial statements referred to in Section 4.01(e) (“Initial GAAP”) that is material in respect of the calculation of compliance with the covenant set forth in Section 5.05 and/or any other leverage ratio or financial test used herein, the Borrower shall give prompt notice of such change to the Agent and the Lenders, (b) if the Borrower notifies the Agent that the Borrower requests an amendment of any provision hereof to eliminate the effect of any change in GAAP (or the application thereof) from Initial GAAP (or if the Agent or the Required Lenders request an amendment of any provision hereof for such purpose), regardless of whether such notice is given before or after such change in GAAP (or the application thereof), then such provision shall be applied on the basis of generally accepted accounting principles as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision is amended in accordance herewith. Notwithstanding any changes in GAAP after the Effective Date, any lease of the Borrower or any of its Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Effective Date, whether such lease is entered into before or after the Effective Date, shall not constitute Indebtedness or a Capital Lease under this Agreement or any other

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Loan Document as a result of such changes in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 133 and 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary of the Borrower at “fair value”, as defined therein.

Section 1.04.    Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context

may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Section 1.05.    Interpretative language. For all purposes under the

Loan Documents, in connection with any division or plan of division under Delaware law

(or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

Section 1.06.    Certain Additional Committed Currencies. i) The Borrower may from time to time request that Eurocurrency Rate Advances under the

Revolving Credit Facility be made and/or Letters of Credit be issued in a currency other than Dollars or those currencies specifically listed in the definition of “Committed Currency;” provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to the making of Eurocurrency Rate Advances under the Revolving Credit Facility, such request shall be subject to the approval of the Agent and the Lenders under the Revolving Credit Facility; and in the case of any such request with respect to

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the issuance of Letters of Credit, such request shall be subject to the approval of the Agent and the applicable Issuing Bank.

(b)    Any such request shall be made to the Agent not later than

11:00 a.m., 20 Business Days prior to the date of the desired Borrowing or Issuance of a

Letter of Credit (or such other time or date as may be agreed by the Agent and, in the

case of any such request pertaining to Letters of Credit, the applicable Issuing Bank, in

its or their sole discretion). In the case of any such request pertaining to Eurocurrency Rate Advances, the Agent shall promptly notify each applicable Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Agent shall promptly notify the applicable Issuing Bank thereof. Each applicable Lender (in the case of any such request pertaining to Eurocurrency Rate Advances) or the applicable Issuing Bank (in the case of a request pertaining to Letters of Credit) shall notify the Agent, not later than 11:00 a.m., ten Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Advances under the Revolving

Credit Facility or the issuance of Letters of Credit, as the case may be, in such requested currency.

(c)    Any failure by a Lender or an Issuing Bank, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender or Issuing Bank, as the case may be, to permit Eurocurrency Rate Advances to be made or Letters of Credit to be issued in such requested currency. If the Agent and all the applicable Lenders consent to making Eurocurrency Rate Advances under the Revolving Credit Facility in such requested currency, the Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be a Committed Currency hereunder for purposes of any Eurocurrency Rate Borrowings under the Revolving Credit Facility; and if the Agent and the applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be a Committed Currency hereunder for purposes of any Letter of Credit issuances by such Issuing Bank. If the Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Agent shall promptly so notify the Borrower.

Section 1.07.    Pro Forma Calculations. ii) Notwithstanding anything

to the contrary herein, the Leverage Ratio and the Senior Secured Leverage Ratio shall be

calculated in the manner prescribed by this Section 1.07; provided that when calculating any such ratio for the purpose of (i) the definition of Applicable Margin or Applicable Percentage, (ii) any mandatory prepayment provision under Section 2.10(b) or (iii) actual compliance with the Financial Covenant, the events set forth in clause (b), (c) and (d) below that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

(b)    For purposes of calculating the Leverage Ratio and the Senior Secured Leverage Ratio, all Specified Transactions (and the incurrence or repayment of

any Indebtedness and the granting or terminating of any Liens in connection therewith) that have been consummated (i) during the applicable period of four consecutive fiscal

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quarters for which such financial ratio is being determined (the “Test Period”) or

(ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period.

(c)    If pro forma effect is to be given to a Specified Transaction, the

pro forma calculations shall be made in good faith by a Financial Officer of the Borrower

and include only those adjustments that (i) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (ii) are (A) directly attributable to the Specified Transactions with respect to which such adjustments are to be made, (B) [reserved], (C) factually supportable and reasonably

identifiable and (D) based on reasonably detailed written assumptions. For the avoidance of doubt, all pro forma adjustments shall be consistent with, and subject to, the caps and limits set forth in the applicable definitions herein. To the extent compliance with the Financial Covenant is being tested prior to the first test date under the Financial Covenant, in order to determine permissibility of any action by the Borrower or its Subsidiaries, such compliance shall be tested against the applicable ratio for such first test date.

(d)    In the event that the Borrower or any of its Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment,

retirement or extinguishment) any Indebtedness included directly or indirectly in the calculation of the Leverage Ratio or the Senior Secured Leverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility in the Ordinary

Course of Business for working capital purposes) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Leverage Ratio and/or the Senior Secured Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period.

(e)    If the Borrower or one of its Subsidiaries is entering into a Limited Condition Acquisition, any subsequent calculation of any ratio or basket with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, Dispositions, Investments, the prepayment, redemption, purchase, defeasance or other satisfaction of Junior Financing, on or following the relevant date of determination and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated except (solely in the case of any ratio or basket with respect to the making of Restricted Payments or the prepayment, redemption, purchase, defeasance or other satisfaction of Junior Financing) to the extent such calculation on a pro forma basis

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would result in a lower ratio or increased basket availability (as applicable) than if calculated without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith.

Section 1.08.    Classification of Loans and Borrowings. For purposes of this Agreement, Advances may be classified and referred to by Class (e.g., a “Revolving Credit Advance”) or by Type (e.g., a “Eurocurrency Rate Advance”) or by Class and Type (e.g., a “Eurocurrency Revolving Credit Advance”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Credit Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “Eurocurrency Revolving Credit Borrowing”).

ARTICLE II

AMOUNTS AND TERMS OF THE TRANCHE B LOANS, TRANCHE B2 LOANS, TERM ADVANCES, TERM 2 ADVANCES, REVOLVING CREDIT ADVANCES AND LETTERS OF CREDIT

Section 2.01.    The Tranche B Loans. iii) Subject to the terms and conditions set forth herein, each Tranche B Lender severally (and not jointly) agrees to

make a single loan to the Borrower on the Effective Date in Dollars in an amount not to exceed such Lender’s Tranche B Commitment. Amounts borrowed in respect of the Tranche B Loans and repaid or prepaid may not be reborrowed. The Tranche B Loans shall be subject to the provisions, including any provisions regarding the obligations of the Loan Parties in respect thereof and any provisions regarding the rights of the Tranche B Lenders, under this Agreement and the other Loan Documents. Interest will begin accruing on the Tranche B Loans on the Effective Date. Upon the making of any Tranche B Loans by a Tranche B Lender, such Tranche B Lender’s Tranche B Commitment shall be permanently reduced to zero.

(b)    The Term Advances. Subject to the terms and conditions set forth herein, each Term Lender severally (and not jointly) agrees to make a single loan to the Borrower in Dollars until the earlier of (x) June 15, 2019 and (y) the Fall-Away Date, in an amount not to exceed such Lender’s Term Commitment. Amounts borrowed in respect

of the Term Advances and repaid or prepaid may not be reborrowed. The Term Advances shall be subject to the provisions, including any provisions regarding the obligations of the Loan Parties in respect thereof and any provisions regarding the rights of the Term Lenders, under this Agreement and the other Loan Documents. Interest will begin accruing on the Term Advances on the date of borrowing. Upon the making of any Term Advances by a Term Lender, such Term Lender’s Term Commitment shall be permanently reduced to zero.

(c)    The Revolving Credit Advances. Each Revolving Credit Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Credit Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date applicable to such Lender in an amount (based in respect of any Revolving Credit Advances to be denominated in a

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Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed such Revolving Credit Lender’s Unused Revolving Credit Commitment. Each Revolving Credit Borrowing shall be in an amount not less than the Revolving Credit Borrowing Minimum or the Revolving Credit Borrowing Multiple in excess thereof and shall consist of Revolving Credit Advances of the same Type and in the same currency made on the

same day by the Revolving Credit Lenders ratably according to their respective Revolving Credit Commitments. Within the limits of each Lender’s Revolving Credit Commitment, the Borrower may borrow under this Section 2.01(c), prepay pursuant to Section 2.10 and reborrow under this Section 2.01(c).

(d)    Letters of Credit. 1. Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit

Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d).

(ii)    No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 10

Business Days before the Termination Date and one year after the date of Issuance thereof (or such longer period agreed to by the applicable Issuing Bank in its sole discretion), but may by its terms be renewable annually automatically or upon written notice (a “Notice of Renewal”) given to the applicable Issuing Bank and the Agent on or prior to any date for Notice of Renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the expiration of such standby Letter of Credit (or such shorter period as the Issuing Bank shall agree); provided, that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date and the terms of each standby Letter of Credit that is automatically renewable annually (“Auto-Extension Letter of

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Credit”) shall permit the applicable Issuing Bank to prevent any such extension at least once in each 12-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the

“Non-Extension Notice Date”) in each such 12-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than 10 Business Days before the Termination Date; provided, however, that such Issuing Bank shall not permit any such extension if (A) such Issuing Bank has reasonably determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date from the Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 3.04 is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension.

(e)    The Tranche B2 Loans. Subject to the terms and conditions set forth herein, each Tranche B2 Lender severally (and not jointly) agrees to make a single

loan to the Borrower on the Second Amendment Effective Date in Dollars in an amount not to exceed such Lender’s Tranche B2 Commitment. Amounts borrowed in respect of the Tranche B2 Loans and repaid or prepaid may not be reborrowed. The Tranche B2

Loans shall be subject to the provisions, including any provisions regarding the obligations of the Loan Parties in respect thereof and any provisions regarding the rights of the Tranche B2 Lenders, under this Agreement and the other Loan Documents.

Interest will begin accruing on the Tranche B2 Loans on the Second Amendment Effective Date. Upon the making of any Tranche B2 Loans by a Tranche B2 Lender, such Tranche B2 Lender’s Tranche B2 Commitment shall be permanently reduced to zero.

(f)    The Term 2 Advances. Subject to the terms and conditions set forth herein, each Term 2 Lender severally (and not jointly) agrees to make a single loan to the Borrower on the Fourth Amendment Effective Date in Dollars in an amount not to exceed such Lender’s Term 2 Commitment. Amounts borrowed in respect of the Term 2 Advances and repaid or prepaid may not be reborrowed. The Term 2 Advances shall be subject to the provisions, including any provisions regarding the obligations of the Loan Parties in respect thereof and any provisions regarding the rights of the Term 2 Lenders, under this Agreement and the other Loan Documents. Interest will begin accruing on the Term 2 Advances on the Fourth Amendment Effective Date. Upon the making of any Term 2 Advances by a Term 2 Lender, such Term 2 Lender’s Term 2 Commitment shall be permanently reduced to zero.