FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.8

FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 23, 2016, by and among VWR FUNDING, INC., a Delaware corporation (the “Parent Borrower”), the Guarantors, the Tranche B-1 Term Loan Lenders (as defined in Exhibit A) party hereto and CITIBANK, N.A., as the Additional Tranche B-2 Term Loan Lender (as defined in Exhibit A) and as Administrative Agent (as defined in the Existing Credit Agreement referred to below).

W I T N E S S E T H:

WHEREAS, the Parent Borrower, the Foreign Subsidiary Borrowers party from time to time thereto, the Lenders party from time to time thereto and the Administrative Agent are party to that certain Credit Agreement, dated as of September 28, 2015 (as may be amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”);

WHEREAS, the Borrower shall prepay €50,000,000 in Tranche B Term Loans immediately prior to the effectiveness of this Amendment (the “Prepaid Tranche B Term Loans”);

WHEREAS, after giving effect to the Prepaid Tranche B Term Loans, (i) each Converting Consenting Lender (as defined in Exhibit A) has agreed, on the terms and conditions set forth herein, to consent to this Amendment and have all of its outstanding Tranche B-1 Term Loans (as defined in Exhibit A) (or such lesser amount as notified and allocated to such Converting Consenting Lender by the Administrative Agent, as determined by the Parent Borrower and the Administrative Agent in their sole discretion) converted into an equivalent principal amount of Tranche B-2 Term Loans (as defined in Exhibit A) effective as of the First Amendment Effective Date (as defined below) (the “Converted Tranche B-2 Term Loans”), (ii) each Non-Converting Consenting Lender (as defined in Exhibit A) has agreed, on the terms and conditions set forth herein, to consent to this Amendment and have all of its outstanding Tranche B-1 Term Loans, prepaid and to purchase by assignment from the Additional Tranche B-2 Term Loan Lender, in accordance with the terms of the Amended Credit Agreement, Tranche B-2 Term Loans in a principal amount equal to the principal amount of such Tranche B-1 Term Loans (or such lesser amount as notified and allocated to such Non-Converting Consenting Lender by the Administrative Agent, as determined by the Parent Borrower and the Administrative Agent in their sole discretion), and (iii) the Additional Tranche B-2 Term Loan Lender has agreed to make additional Tranche B-2 Term Loans in a principal amount equal to the principal amount of any outstanding Tranche B-1 Term Loans that are not converted into Tranche B-2 Term Loans on the First Amendment Effective Date as described in clause (i) above (the “Additional Tranche B-2 Term Loans”), the proceeds of which will be used to repay in full such non-converted Tranche B-1 Term Loans; and

WHEREAS, pursuant to Sections 9.08(b) and (d) of the Existing Credit Agreement, the Parent Borrower, the Administrative Agent and the Tranche B-1 Term Loan Lenders party hereto wish to amend the Existing Credit Agreement on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Existing Credit Agreement, as amended by this Amendment (the “Amended Credit Agreement”).

SECTION 2. Amendments. Effective as of the First Amendment Effective Date, the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Existing Credit Agreement attached as Exhibit A hereto.

SECTION 3. Additional Agreements.

(a)On or prior to the fifth Business Day after the First Amendment Effective Date, each Lender holding a Note evidencing Tranche B-1 Term Loans shall deliver to the Administrative Agent such Note. All Notes evidencing Tranche B-1 Term Loans shall be deemed cancelled on the First Amendment Effective Date.

(b)Notwithstanding anything herein or in the Amended Credit Agreement to the contrary, the aggregate principal amount of the Tranche B-2 Term Loans will not exceed the aggregate principal amount of the Tranche B-1 Term Loans outstanding immediately prior to the First Amendment Effective Date, which, for the avoidance of doubt, shall not include the amount of the Prepaid Tranche B Term Loans. As of the First Amendment Effective Date, after giving effect to the Amendment (after giving effect to any principal amortization payments made on or prior to the First Amendment Effective Date), the aggregate outstanding principal of amount of “Tranche B-2 Term Loans” is €406,550,000.00.

SECTION 4. Conditions to Effectiveness and Funding. The effectiveness of the amendments set forth in Section 2 hereof and the obligations of the Additional Tranche B-2 Term Loan Lender to make the Additional Tranche B-2 Term Loans are subject to satisfaction of the following conditions precedent (the date of such satisfaction being the “First Amendment Effective Date”):

(a)(i) The Parent Borrower and the Guarantors shall have executed and delivered counterparts of this Amendment to the Administrative Agent, (ii) each Converting Consenting Lender shall have executed and delivered counterparts of this Amendment to the Administrative Agent, (iii) each Non-Converting Consenting Lender shall have executed and delivered counterparts of this Amendment to the Administrative Agent, (iv) the Additional Tranche B-2 Term Loan Lender shall have executed and delivered a counterpart of this Amendment to the Administrative Agent and (v) the Administrative Agent shall have executed a counterpart of this Amendment;

(b)The representations and warranties contained in Section 5 hereof shall be true and correct in all material respects on and as of the First Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date;

(c)At the time of and immediately after the First Amendment Effective Date, no Event of Default shall have occurred and be continuing;

(d)The Administrative Agent shall have received, on behalf of itself and the Tranche B-2 Term Lenders, an opinion of Xxxxxxxx & Xxxxx LLP, special counsel for the Loan Parties, addressed to the Administrative Agent and the Tranche B-2 Term Lenders and in form consistent with the opinion delivered by Xxxxxxxx & Xxxxx LLP on the Closing Date (other than with respect to changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent);

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(e)All fees and other amounts due and payable on or prior to the First Amendment Effective Date pursuant to that certain Engagement Letter, dated as of November 14, 2016, by and between the Parent Borrower and Citigroup Global Markets Inc., shall have been paid or shall be paid substantially concurrently with the funding of the Additional Tranche B-2 Term Loans; provided, that, with respect to the payment of any legal fees, the payment of such fees shall not be a condition hereunder unless invoiced to the Parent Borrower at least 1 Business Day prior to the First Amendment Effective Date;

(f)The Administrative Agent shall have received a Borrowing Request with respect to the Additional Tranche B-2 Term Loans as required by Section 2.03 of the Existing Credit Agreement;

(g)The Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and signed by a Financial Officer of the Company, certifying that:

(i)no Event of Default shall have occurred and be continuing immediately prior to or after giving effect to this Amendment, including the incurrence of the Additional Tranche B-2 Term Loans; and

(ii)the condition set forth in clause (b) of this Section 4 has been satisfied;

(h)The Parent Borrower shall have delivered or caused to be delivered to the Administrative Agent a solvency certificate from a Responsible Officer of the Parent Borrower setting forth the conclusions that, after giving effect to this Amendment, the Loan Parties (on a consolidated basis) are Solvent;

(i)The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary of each Loan Party dated the First Amendment Effective Date and certifying (A) (x) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the First Amendment Effective Date or (y) that the by-laws or operating (or limited liability company) agreement of such Loan Party has not been amended, restated or otherwise modified since the last date such document was delivered to the Administrative Agent, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent body) of such Loan Party authorizing the execution, delivery and performance of this Amendment 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 organization of such Loan Party have not been amended since the last date such document was delivered to the Administrative Agent, except as otherwise attached thereto, and (D) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and, other than in the case of VWR Jencons USA Limited, countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and

(j)The Parent Borrower shall have, immediately after the making of Tranche B-2 Term Loans under the Amended Credit Agreement, (i) repaid (or caused to be repaid) all Tranche B-1 Term Loans outstanding immediately prior to the First Amendment Effective Date, less the amount of the Prepaid Tranche B Term Loans and (ii) paid (or cause to be paid) to all Tranche B- 1 Term Lenders all accrued and unpaid interest on their Tranche B-1 Term Loans (other than the Prepaid Tranche B Term Loans) outstanding immediately prior to the First Amendment Effective Date to, but not including, the First Amendment Effective Date.

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(i) A completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together, with respect to each such Mortgaged Property that is determined to be located within a special flood hazard area, with a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto and as applicable, evidence of insurance).

SECTION 5. Representations and Warranties. The Parent Borrower hereby represents and warrants on and as of the First Amendment Effective Date that:

(a)the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the First Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date;

(b)this Amendment has been duly executed and delivered by each Loan Party and this Amendment, the Amended Credit Agreement and each other Loan Document constitute legal, valid and binding obligations of such Loan Party, enforceable against such Loan Party in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or similar laws of general applicability relating to or limiting creditors’ rights generally or by general equity principles;

(c)the Security Documents and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Secured Obligations;

(d)the execution and delivery by each Loan Party of this Amendment and the performance by each Loan Party of the Amended Credit Agreement (i) have been duly authorized by all requisite corporate or other organizational and, if required, stockholder or member action, (ii) will not (x) violate (A) any provision (I) of any applicable law, statute, rule or regulation, or (II) of the certificate or articles of incorporation, bylaws or other constitutive documents of such Loan Party, (B) any applicable order of any Governmental Authority, (C) any provision of the Existing Senior Notes Documentation to the extent the Existing Senior Notes constitute Material Indebtedness or (D) any provision of any other material indenture, agreement or other instrument to which such Loan Party is a party or by which it or any of its property is bound, (y) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under or give rise to any right to require the prepayment, repurchase or redemption of any obligation under (A) the Existing Senior Notes Documentation to the extent the Existing Senior Notes constitute Material Indebtedness or (B) any other such material indenture, agreement or other instrument or (z) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by such Loan Party (other than Liens created or permitted hereunder or under the Security Documents); except with respect to clauses (d)(ii)(x) through (d)(ii)(z) (other than clauses (d)(ii)(x)(A)(II), (d)(ii)(x)(C) and (d)(ii)(y)(A)), to the extent that such violation, conflict, breach, default, or creation or imposition of Lien could not reasonably be expected to result in a Material Adverse Effect; and

(e)except to the extent the failure to obtain or make the same could not reasonably be expected to result in a Material Adverse Effect, no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is necessary or will be required in connection with this Amendment, except for (a) filings and registrations necessary to perfect

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the Liens on the Collateral granted by the Loan Parties in favor of the Collateral Agent and (b) such as have been made or obtained and are in full force and effect.

SECTION 6. Effects on Loan Documents.

(a)On and after the effectiveness of this Amendment, each reference in any Loan Document to “the Credit Agreement” shall mean and be a reference to the Amended Credit Agreement and each reference in the Existing Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import shall mean and be a reference to the Amended Credit Agreement.

(b)Except as specifically amended herein, all Loan Documents (including the Guarantee and Collateral Agreement and all Liens granted thereunder in respect of the Secured Obligations) shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(c)Other than as otherwise expressly set forth herein, the execution, delivery and effectiveness of this Amendment 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.

(d)The Loan Parties acknowledge and agree that, on and after the First Amendment Effective Date, this Amendment shall constitute a Loan Document for all purposes of the Amended Credit Agreement.

SECTION 7. Waivers. Solely in connection with the repayment of Tranche B-1 Term Loans on the First Amendment Effective Date, the Administrative Agent and the Tranche B-1 Term Loan Lenders delivering an executed counterpart of this Amendment hereby waive any required notice of prepayment of Tranche B-1 Term Loans pursuant to the Existing Credit Agreement. Each Tranche B-1 Term Loan Lender delivering an executed counterpart of this Amendment hereby irrevocably waives its right to receive any payments in respect of any Breakage Event or otherwise related to breakage costs that occurs as a result of its Tranche B-1 Term Loans being repaid or converted on the First Amendment Effective Date and not on the last day of the Interest Period applicable thereto.

SECTION 8. APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 9. Miscellaneous.

(a)This Amendment shall be binding upon and inure to the benefit of the Loan Parties and their respective successors and permitted assigns, and upon the Administrative Agent and the Lenders and their respective successors and permitted assigns.

(b)In the event any one or more of the provisions contained in this Amendment should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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(c)This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Amendment by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Amendment.

(d)The parties hereto shall treat the Tranche B-2 Term Loans, whether converted or made on the First Amendment Effective Date, as one fungible tranche for U.S. federal income tax purposes.

SECTION 10. No Novation. This Amendment shall not extinguish the Obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the Liens and security interests existing immediately prior to the First Amendment Effective Date in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Secured Obligations are in all respects continuing and in full force and effect with respect to all Secured Obligations. Nothing herein contained shall be construed as a novation of any of the Loan Documents or novation of the Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which instruments shall remain and continue in full force and effect. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under the Existing Credit Agreement or any other Loan Document from any of its obligations and liabilities thereunder, and except as expressly provided herein or in the Loan Documents, such obligations and liabilities are in all respects continuing with only the terms being modified as provided in this Amendment.

SECTION 11. Acknowledgment and Consent to Bail-In.

(a)Each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under this Amendment, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(i)the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(ii)the effects of any Bail-in Action on any such liability, including, if applicable:


(A)	a reduction in full or in part or cancellation of any such liability;


(B)	a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Amendment; or


(C)	the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

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(b) Each party hereto acknowledges that the occurrence of any Distressed Person becoming the subject of a Bail-In Action would constitute a Lender-Related Distress Event.

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

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

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;

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

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution;

“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; and

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

SECTION 12. Acknowledgment. The parties hereto hereby agree that this Amendment constitutes an agreement pursuant to which the Applicable Percentage is set for the Refinancing Term Loans.

SECTION 13. Reaffirmation. Each of the Loan Parties party to the Credit Agreement, the Guarantee and Collateral Agreement and the other Security Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that the Tranche B-2 Term Loans are Term Loans and the Tranche B-2 Term Lenders are Lenders, and that all of its obligations under the Credit Agreement, the Guarantee and Collateral Agreement and the other Security Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by each Loan Party to the Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties (including the Tranche B-2 Term Lenders) and reaffirms the guaranties made pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by and the guaranties of the Loan Parties contained in the Credit Agreement and the Guarantee and Collateral Agreement are, and shall remain, in full force and effect after giving effect to the Amendment, and (iv) agrees that the Obligations include, among other things and

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without limitation, the prompt and complete payment and performance by the Borrowers when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Tranche B-2 Term Loans under the Amended Credit Agreement.

SECTION 14. Post-Closing Deliverables.

Within forty five (45) days after the First Amendment Effective Date, unless waived or extended by the Administrative Agent in its sole discretion, with respect to each Mortgaged Property, the Administrative Agent shall have received from the Parent Borrower either the items listed in paragraph (i) or the items listed in paragraph (ii) as follows:

(i) (A) a favorable opinion, addressed to the Administrative Agent and each of the Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent, from local counsel in the jurisdiction in which the real property is located substantially to the effect that:

(x) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Amended Credit Agreement and the other documents executed in connection therewith, for the benefit of the Secured Parties; and

(y) no other documents, instruments, filings, recordings, re- recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Amended Credit Agreement and the other documents executed in connection therewith, for the benefit of the Secured Parties; and

(B) a title search of the applicable real property encumbered by a Mortgage demonstrating that such real property is free and clear of all Liens (except those Liens created or permitted under the Existing Credit Agreement and the Security Documents); or

(ii) with respect to the existing Mortgages, the following, in each case in form and substance reasonably acceptable to the Administrative Agent:

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

(B) a favorable opinion, addressed to the Administrative Agent and the Secured Parties covering, among other things, the enforceability of the applicable Mortgage as amended by the Mortgage Amendment (such opinion may take assumptions for any matters addressed in the local counsel opinion originally delivered in connection with the Mortgage);

(C) a date down endorsement to the existing title policy, which shall be in form and substance reasonably satisfactory to the Administrative Agent and reasonably assure the Administrative Agent as of the date of such endorsement that the real property subject to the lien

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of such Mortgage is free and clear of all defects and encumbrances except those Liens permitted under such Mortgage;

(D)evidence of payment of all search charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendment referred to above; and

(E)such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the endorsement to the title policy contemplated in this Section 14 and evidence of payment of all applicable title insurance premiums required for the issuance of the endorsement to the title policy contemplated in this Section 14.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.



VWR FUNDING, INC.,
as the Parent Borrower
By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxxx
	Title: Vice President

VWR CORPORATION,
as a Guarantor
By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxxx
	Title: Vice President

VWR INTERNATIONAL, LLC,
as a Guarantor
By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxxx
	Title: Vice President

BIOEXPRESS, LLC,
as a Guarantor
By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxxx
	Title: Vice President

VWR CHEMICALS, LLC,
as a Guarantor
By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxxx
	Title: Vice President

[Signature Page to First Amendment to Credit Agreement]



VWR MANAGEMENT SERVICES LLC,
as a Guarantor
By:	VWR International, LLC
Its:	Sole Member
By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxxx
	Title: Vice President

AMRESCO, LLC,
as a Guarantor
By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxxx
	Title: Vice President

TEK PRODUCTS, INC.,
as a Guarantor
By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxxx
	Title: Vice President

INTEGRA COMPANIES, LLC,
as a Guarantor
By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxxx
	Title: Vice President

STI COMPONENTS, LLC,
as a Guarantor
By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxxx
	Title: Vice President

[Signature Page to First Amendment to Credit Agreement]



THERAPAK, LLC,
as a Guarantor
By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxxx
	Title: Vice President

PAW BIOSCIENCE PRODUCTS, LLC,
as a Guarantor
By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxxx
	Title: Vice President

VWR JENCONS USA LIMITED,
as a Guarantor
By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxxx
	Title: Vice President

[Signature Page to First Amendment to Credit Agreement]



CITIBANK, NA.,
as the Additional Tranche B-2 Term Loan Lender
By:	/s/ Akshay Xxxxxxx
	Name: Akshay Xxxxxxx
	Title: Vice President

CITIBANK, NA.,
as Administrative Agent
By:	/s/ Akshay Xxxxxxx
	Name: Akshay Xxxxxxx
	Title: Vice President

[Signature Page to First Amendment to Credit Agreement]

EXHIBIT A

Amended Credit Agreement

[Please see attached.]

Exh A

EXECUTION VERSIONEXHIBIT A

CREDIT AGREEMENT

dated as of September 28, 2015, among

VWR FUNDING, INC.,

as the Parent Borrower,

THE FOREIGN SUBSIDIARY BORROWERS PARTY FROM TIME TO TIME HERETO, THE LENDERS PARTY HERETO

and

CITIBANK, N.A.,

as Administrative Agent and Collateral Agent

CITIGROUP GLOBAL MARKETS INC., BARCLAYS BANK PLC,

XXXXXXX XXXXX BANK USA,

XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED,

X.X. XXXXXX SECURITIES LLC

and

PNC CAPITAL MARKETS LLC,

as Joint Lead Arrangers and Joint Bookrunners,

BARCLAYS BANK PLC

and

XXXXXXX XXXXX BANK USA,

as Co-Syndication Agents,

MIZUHO BANK,

XXXXX FARGO BANK, NATIONAL ASSOCIATION

and

BBVA COMPASS,

as Co-Documentation Agents,

SUMITOMO MITSUI BANKING CORPORATION,

as Senior Managing Agent,

and

TD BANK, N.A.,

as Managing Agent

TABLE OF CONTENTS



		Page
ARTICLE I
DEFINITIONS
SECTION 1.01.	Defined Terms		1
SECTION 1.02.	Terms Generally	65	61
SECTION 1.03.	Classification of Loans and Borrowings	66	62
SECTION 1.04.	Rounding	66	62
SECTION 1.05.	References to Agreements and Laws	66	62
SECTION 1.06.	Times of Day	66	62
SECTION 1.07.	Timing of Payment or Performance	66	62
SECTION 1.08.	Letter of Credit Amounts	66	62
SECTION 1.09.	Exchange Rate; Currency Equivalents Generally	66	62
SECTION 1.10.	Alternative Currencies	67	63
SECTION 1.11.	Pro Forma Calculations	67	63

ARTICLE II
THE CREDITS
SECTION 2.01.	Commitments	69	65
SECTION 2.02.	Loans	69	65
SECTION 2.03.	Borrowing Procedure	71	67
SECTION 2.04.	Evidence of Debt; Repayment of Loans	71	67
SECTION 2.05.	Fees	72	68
SECTION 2.06.	Interest on Loans	73	69
SECTION 2.07.	Default Interest	74	70
SECTION 2.08.	Alternate Rate of Interest	74	70
SECTION 2.09.	Termination and Reduction of Commitments	75	71
SECTION 2.10.	Conversion and Continuation of Borrowings	76	72
SECTION 2.11.	Repayment of Term Borrowings	77	73
SECTION 2.12.	Optional Prepayment	78	74
SECTION 2.13.	Mandatory Prepayments	85	81
SECTION 2.14.	Reserve Requirements; Change in Circumstances	88	83
SECTION 2.15.	Change in Legality	89	84
SECTION 2.16.	Indemnity	90	85
SECTION 2.17.	Pro Rata Treatment; Intercreditor Agreements	90	86
SECTION 2.18.	Sharing of Setoffs	91	87
SECTION 2.19.	Payments	92	87
SECTION 2.20.	Taxes	93	88
SECTION 2.21.	Assignment of Commitments Under Certain Circumstances; Duty to Mitigate	96	91
SECTION 2.22.	Swingline Loans	97	92
SECTION 2.23.	Letters of Credit	99	94
SECTION 2.24.	Incremental Credit Extensions	104	98
SECTION 2.25.	Extensions of Term Loans and Revolving Credit Commitments.	106	100
SECTION 2.26.	Defaulting Lenders	109	103
SECTION 2.27.	Refinancing Amendments	111	105

ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.01.	Organization; Powers	112	106
SECTION 3.02.	Authorization	113	106
SECTION 3.03.	Enforceability	113	107
SECTION 3.04.	Governmental Approvals	113	107

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		Page
SECTION 3.05.	Financial Statements	113	107
SECTION 3.06.	No Material Adverse Change	114	107
SECTION 3.07.	Title to Properties	114	108
SECTION 3.08.	Subsidiaries	114	108
SECTION 3.09.	Litigation; Compliance with Laws	114	108
SECTION 3.10.	Federal Reserve Regulations	115	108
SECTION 3.11.	Investment Company Act	115	108
SECTION 3.12.	Taxes	115	108
SECTION 3.13.	No Material Misstatements	115	108
SECTION 3.14.	Employee Benefit Plans	115	109
SECTION 3.15.	Environmental Matters	116	109
SECTION 3.16.	Security Documents	116	109
SECTION 3.17.	Location of Real Property and Leased Premises	116	110
SECTION 3.18.	Labor Matters	116	110
SECTION 3.19.	Solvency	117	110
SECTION 3.20.	Intellectual Property	117	110
SECTION 3.21.	Subordination of Junior Financing	117	110
SECTION 3.22.	USA PATRIOT Act; Sanctions; Anti-Corruption Laws	117	110

ARTICLE IV
CONDITIONS OF LENDING
SECTION 4.01.	All Credit Events	117	111
SECTION 4.02.	First Credit Event	118	111
SECTION 4.03.	Additional Conditions Applicable to Foreign Subsidiary Borrowers	120	113

ARTICLE V
AFFIRMATIVE COVENANTS
SECTION 5.01.	Existence; Compliance with Laws; Businesses and Properties.	121	114
SECTION 5.02.	Insurance	121	114
SECTION 5.03.	Taxes	122	115
SECTION 5.04.	Financial Statements, Reports, etc.	122	115
SECTION 5.05.	Notices	125	117
SECTION 5.06.	Information Regarding Collateral	125	117
SECTION 5.07.	Maintaining Records; Access to Properties and Inspections	125	118
SECTION 5.08.	Use of Proceeds	125	118
SECTION 5.09.	Further Assurances	125	118
SECTION 5.10.	Post-Closing Obligations	128	120
SECTION 5.11.	Designation of Subsidiaries	129	122
SECTION 5.12.	Maintenance of New York Process Agent	130	123

ARTICLE VI
NEGATIVE COVENANTS
SECTION 6.01.	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	131	123
SECTION 6.02.	Liens	138	130
SECTION 6.03.	Restricted Payments	139	130
SECTION 6.04.	Fundamental Changes	145	136
SECTION 6.05.	Dispositions	147	138
SECTION 6.06.	Transactions with Affiliates	149	140
SECTION 6.07.	Restrictive Agreements	151	142
SECTION 6.08.	Business of the Parent Borrower and Its Restricted Subsidiaries	153	144
SECTION 6.09.	Modification of Junior Financing Documentation	153	144

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		Page
SECTION 6.10.	Changes in Fiscal Year	153	144
SECTION 6.11.	First Lien Net Leverage Ratio	153	144
SECTION 6.12.	Amendments or Waivers of Organization Documents	153	144

ARTICLE VII
EVENTS OF DEFAULT
SECTION 7.01.	Events of Default	154	144
SECTION 7.02.	Equity Cure	157	147

ARTICLE VIII
THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT
SECTION 8.01.	Appointment and Authority	158	148
SECTION 8.02.	Exculpatory Provisions	158	148
SECTION 8.03.	Reliance by the Administrative Agent	159	149
SECTION 8.04.	Delegation of Duties	159	149
SECTION 8.05.	Resignation of Administrative Agent	159	149
SECTION 8.06.	No Other Duties, Etc.	160	150
SECTION 8.07.	Non-Reliance on Administrative Agent and Other Lenders.	160	150
SECTION 8.08.	Withholding Tax Indemnity.	161	151
SECTION 8.09.	Administrative Agent May File Proof of Claims.	161	151

ARTICLE IX
MISCELLANEOUS
SECTION 9.01.	Notices	162	152
SECTION 9.02.	Survival of Agreement	164	153
SECTION 9.03.	Binding Effect	164	154
SECTION 9.04.	Successors and Assigns	164	154
SECTION 9.05.	Expenses; Indemnity	172	161
SECTION 9.06.	Right of Setoff; Payments Set Aside	174	163
SECTION 9.07.	Applicable Law	175	164
SECTION 9.08.	Waivers; Amendment	175	164
SECTION 9.09.	Interest Rate Limitation	181	170
SECTION 9.10.	Entire Agreement	181	170
SECTION 9.11.	WAIVER OF JURY TRIAL	181	170
SECTION 9.12.	Severability	182	170
SECTION 9.13.	Counterparts	182	170
SECTION 9.14.	Headings	182	170
SECTION 9.15.	Jurisdiction; Consent to Service of Process	182	171
SECTION 9.16.	Confidentiality	184	172
SECTION 9.17.	No Advisory or Fiduciary Responsibility	184	173
SECTION 9.18.	Release of Collateral	185	173
SECTION 9.19.	USA PATRIOT Act Notice	186	174
SECTION 9.20.	Lender Action	186	174
SECTION 9.21.	Obligations of the Foreign Subsidiary Borrowers	186	174

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SCHEDULES
Schedule A	Additional Alternative Currencies
Schedule B	Foreign Subsidiary Borrowers
Schedule 1.01(a)	Subsidiary Guarantors
Schedule 1.01(b)	Disqualified Institutions
Schedule 1.01(c)	Existing Letters of Credit
Schedule 1.01(d)	Immaterial Subsidiaries
Schedule 2.01	Lenders and Commitments
Schedule 3.08	Subsidiaries
Schedule 3.09	Litigation
Schedule 3.17(a)	Owned Real Property
Schedule 3.17(b)	Leased Real Property
Schedule 3.18	Labor Matters
Schedule 3.20	Intellectual Property
Schedule 6.01	Existing Indebtedness
Schedule 6.02	Existing Liens

EXHIBITS
Exhibit A	Form of Administrative Questionnaire
Exhibit B-1	Form of Assignment and Acceptance
Exhibit B-2	Form of Affiliated Lender Notice
Exhibit C	Form of Borrowing Request
Exhibit D	Form of Guarantee and Collateral Agreement
Exhibit E	Form of Non-Bank Certificate
Exhibit F-1	Form of Trademark Security Agreement
Exhibit F-2	Form of Patent Security Agreement
Exhibit F-3	Form of Copyright Security Agreement
Exhibit G-1	Form of Revolving Credit Note
Exhibit G-2	Form of Term Loan Note
Exhibit H	Form of Joinder Agreement
Exhibit I	Form of Affiliated Lender Assignment and Assumption
Exhibit J	Form of Acceptance and Prepayment Notice
Exhibit K	Form of Discount Range Prepayment Notice
Exhibit L	Form of Discount Range Prepayment Offer
Exhibit M	Form of Solicited Discounted Prepayment Notice
Exhibit N	Form of Solicited Discounted Prepayment Offer
Exhibit O	Form of Specified Discount Prepayment Notice
Exhibit P	Form of Specified Discount Prepayment Response

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CREDIT AGREEMENT dated as of September 28, 2015 (this “Agreement”), among VWR FUNDING, INC. (the “Parent Borrower”), each of the Foreign Subsidiary Borrowers (as defined herein) party from time to time hereto (the Foreign Subsidiary Borrowers, together with the Parent Borrower, collectively, the “Borrowers” and each, a “Borrower”), the Lenders (as defined herein), CITIBANK, N.A., as Administrative Agent and Collateral Agent (in each case, as defined herein) for the Lenders, CITIBANK, N.A., BARCLAYS BANK PLC, XXXXXXX XXXXX BANK USA, XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, X.X. XXXXXX SECURITIES LLC and PNC CAPITAL MARKETS LLC, as joint lead arrangers (the “Arrangers”) for the initial Credit Facilities (as defined herein), BARCLAYS BANK PLC and XXXXXXX XXXXX BANK USA, as co-syndication agents, MIZUHO BANK, XXXXX FARGO BANK, NATIONAL ASSOCIATION and COMPASS BANK DBA BBVA COMPASS, as co-documentation agents, SUMITOMO MITSUI BANKING CORPORATION, as senior managing agent, and TD BANK, N.A., as managing agent. Capitalized terms used herein shall have the meanings set forth in Article I.

RECITALS

A.The Borrowers have requested (a) the Lenders to extend credit in the form of (i) Tranche A Term Loans on the Closing Date in an aggregate principal amount not in excess of $910,000,000, (ii) Tranche B-1 Term Loans on the Closing Date in an aggregate principal amount not in excess of €460,000,000 and (iii) Revolving Loans at any time and from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $250,000,000, (b) the Swingline Lender to extend credit in the form of Swingline Loans, in an aggregate principal amount at any time outstanding not in excess of $25,000,000 and (c) the Issuing Banks to issue Letters of Credit, in an aggregate face amount at any time outstanding not in excess of $70,000,000 (the “Letter of Credit Sublimit”).

B.The Lenders are willing to extend such credit to the Borrowers and the Issuing Banks are willing to issue Letters of Credit for the joint and several account of the Borrowers, in each case, on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the

meanings specified below:

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

“Acceptable Discount” has the meaning set forth in Section 2.12(f)(iv)(2).

“Acceptable Prepayment Amount” has the meaning set forth in Section 2.12(f)(iv)(3).

“Acceptance and Prepayment Notice” means a notice of the Borrower’s acceptance of the Acceptable Discount in substantially the form of Exhibit J.

“Acceptance Date” has the meaning set forth in Section 2.12(f)(iv)(2).

“Acquired Indebtedness” shall mean, with respect to any specified Person,

(a)Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(b)Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Lender” shall have the meaning assigned to such term in Section 2.24(a).

“Additional Refinancing Lender” means, at any time, any bank, financial institution or other institutional lender or investor (other than any such bank, financial institution or other institutional lender or investor that is a Lender at such time) that agrees to provide any portion of Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.27, provided that each Additional Refinancing Lender shall be subject to the approval of (i) the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed, to the extent that each such Additional Refinancing Lender is not then an existing Lender, an Affiliate of a then existing Lender or an Approved Fund, (ii) the Parent Borrower, (iii) each Issuing Bank and (iv) the Swingline Lender, in the case of clauses (i), (iii) and (iv), only to the extent that such consent would be required under Section 9.04(b) if the related Refinancing Term Loans, Refinancing Revolving Credit Commitments or Refinancing Revolving Credit Loans had been obtained by such Additional Refinancing Lender by way of assignment.

“Additional Tranche B-2 Term Loan Commitment” shall mean, with respect to the Additional Tranche B-2 Term Loan Lender, its commitment to make a Tranche B-2 Term Loan hereunder on the First Amendment Effective Date.

“Additional Tranche B-2 Term Loan Lender” shall mean the Person identified as such on the signature page to the First Amendment.

“Adjusted LIBO Rate” shall mean, (a) with respect to any Eurodollar Borrowing for any Interest Period (other than a Borrowing of Tranche B-2 Term Loans), an interest rate per annum equal to the product of (i) the LIBO Rate in effect for such Interest Period and (ii) Statutory Reserves and (b) with respect to any Eurodollar Borrowing of Tranche B-2 Term Loans for any Interest Period, an interest rate per annum equal to the product of (i) the EURIBOR Rate in effect for such Interest Period and (ii) Statutory Reserves; provided that, with respect to Tranche B-2 Term Loans, if the Adjusted LIBO Rate shall not be less than 0.75%zero, such rate shall be deemed zero for purposes of this Agreement.

“Administration Fee” shall have the meaning assigned to such term in Section 2.05(b).

“Administrative Agent” shall mean Citibank, N.A., in its capacity as administrative agent for the Lenders, and shall include any successor administrative agent appointed pursuant to Article VIII.

“Administrative Agent’s Office” shall mean shall have the meaning assigned to such term in Section 2.19.

“Administrative Questionnaire” shall mean an Administrative Questionnaire substantially in the form of Exhibit A, or such other form as may be supplied from time to time by the Administrative Agent.

“Affiliate” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person specified; provided, however, that no Lender (nor any of its Affiliates) shall be deemed to be an Affiliate of the Parent Borrower or any of its subsidiaries by virtue of its capacity as a Lender hereunder.

“Affiliated Lender” means, at any time, any Lender that is the Sponsor (including portfolio companies of the Sponsor notwithstanding the exclusion in the definition of “Sponsor”) or a Non-Debt Fund Affiliate, in each case, other than Holdings, the Parent Borrower or any of its subsidiaries and other than any Debt Fund Affiliate.

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“Affiliated Lender Assignment and Assumption” has the meaning set forth in Section 9.04(l)(ii).

“Affiliated Lender Cap” has the meaning set forth in Section 9.04(l)(v).

“Agent-Related Persons” means the Agents, together with their respective Affiliates, officers, directors, employees, partners, agents, advisors and other representatives.

“Agents” shall have the meaning assigned to such term in Section 8.01(a).

“Aggregate Revolving Credit Exposure” shall mean, at any time, the aggregate amount of the Lenders’ Revolving Credit Exposures at such time.

“Agreement” shall have the meaning assigned to such term in the preamble. “Agreement Currency” shall have the meaning specified in Section 9.15(d).

“AHYDO Payment” means any payment required to be made under the terms of Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtedness, as reasonably determined by Parent Borrower.

“All-In Yield” shall mean, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, OID, upfront fees, any “Alternate Base Rate” (or equivalent term) floor then in effect or a “LIBO Rate” or “EURIBOR Rate” (or equivalent term) floor then in effect or otherwise, in each case incurred or payable by the borrower thereunder generally to all lenders of such Indebtedness; provided that original issue discount (“OID”) and upfront fees shall be equated to interest rate assuming a four-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of such Indebtedness); provided, further, that “All-In Yield” shall not include arrangement fees, structuring fees, commitment or facility fees and underwriting fees or other fees not shared with all lenders providing such Indebtedness. In calculating the All-In Yield, if on the date of incurrence of any applicable Indebtedness (including any Incremental Term Loans), such Indebtedness includes an interest rate floor greater than the interest rate floor applicable to the applicable Term Loans, such differential shall be added to the interest rate with respect to such Indebtedness for purposes of determining whether an increase to the interest rate margin under the Term Loans shall be required (if applicable), but only to the extent that an increase in the interest rate floor would cause an increase to the interest rate margin then in effect with respect to such Term Loans, solely for the purpose of determining the All-In Yield applicable to such Indebtedness and, in such case for purposes of Section 2.24(d), the interest rate floor (but not the interest rate margin) applicable to such Class of Term Loans shall be increased to the extent of such differential between interest rate floors.

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1.00% and (c) the LIBO Rate for an interest period of one month plus 1.00% (or, if such day is not a Business Day, the immediately preceding Business Day). Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, as the case may be.

“Alternative Currency” shall mean euro, Sterling, Canadian Dollars or any other foreign currency approved under Section 9.08(b) or, solely with respect to any Letter of Credit issued hereunder, any other readily available foreign currency requested by any Borrower approved by the Administrative Agent and the applicable Issuing Bank.

“Alternative Currency Sublimit” shall have the meaning assigned to such term in Section 2.01(ca)(iii).

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“Anti-Corruption Laws” shall mean all laws, rules and regulations of any jurisdiction applicable to the Parent Borrower and its subsidiaries from time to time concerning or relating to bribery or corruption (including the United States Foreign Corrupt Practices Act of 1977, as amended) administered or enforced by any Governmental Authority having jurisdiction over the Parent Borrower or any subsidiary.

“Applicable Discount” has the meaning set forth in Section 2.12(f)(iii)(2).

“Applicable Percentage” shall mean, for any day:

(a)with respect to any Tranche A Term Loan, (i) until the delivery of the financial statements for the fiscal year ending December 31, 2015 pursuant to Section 5.04(a), with respect to any Tranche A Term Loan that is a Eurodollar Loan, 2.00% and with respect to any Tranche A Term Loan that is an ABR Loan, 1.00%, and (ii) thereafter, the following percentages per annum set forth below under the caption “Applicable Percentage Eurodollar Loan” or “Applicable Percentage ABR Loan” as the case may be, based upon the First Lien Net Leverage Ratio as set forth in the most recent Pricing Certificate received by the Administrative Agent pursuant to Section 5.04(c):



First Lien Net Leverage Ratio	Applicable Percentage Eurodollar Loan	Applicable Percentage ABR Loan
Category 1 Greater than or equal to 2.50 to 1.00	2.00%	1.00%
Category 2 Less than 2.50 to 1.00 but Greater than or equal to 1.50 to 1.00	1.75%	0.75%
Category 3 Less than 1.50 to 1.00	1.50%	0.50%


(b)	with respect to any Tranche B-2 Term Loan, 3.253.00%, and

(c) with respect to any Swingline Loan or Revolving Loan, (i) until the delivery of the financial statements for the fiscal year ending December 31, 2015 pursuant to Section 5.04(a), (1) with respect to any Swingline Loan under the Revolving Credit Commitments, 1.00%, (2) with respect to any Revolving Loan that is a Eurodollar Loan or a BA Rate Loan, 2.00%, and (3) with respect to any Revolving Loan that is an ABR Loan or a Canadian Base Rate Loan, 1.00%, and (ii) thereafter, the following percentages per annum set forth below under the caption “Applicable Percentage Eurodollar Loan/BA Rate Loan” or “Applicable Percentage ABR Loan/Canadian Base Rate Loan/Swingline Loan” as the case may be , based upon the First Lien Net Leverage Ratio as set forth in the most recent Pricing Certificate received by the Administrative Agent pursuant to Section 5.04(c):



First Lien Net Leverage Ratio	Applicable Percentage Eurodollar Loan/BA Rate Loan	Applicable Percentage ABR Loan/Canadian Base Rate Loan/Swingline Loan
Category 1 Greater than or equal to 2.50 to 1.00	2.00%	1.00%
Category 2 Less than 2.50 to 1.00 but Greater than or equal to 1.50	1.75%	0.75%

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First Lien Net Leverage Ratio	Applicable Percentage Eurodollar Loan/BA Rate Loan	Applicable Percentage ABR Loan/Canadian Base Rate Loan/Swingline Loan
to 1.00
Category 3 Less than 1.50 to 1.00	1.50%	0.50%

(d)with respect to the Commitment Fee under the Revolving Credit Commitments, the applicable percentage per annum set forth below under the caption “Fee Percentage,” as the case may be (based upon the First Lien Net Leverage Ratio as set forth in the most recent Pricing Certificate received by the Administrative Agent pursuant to Section 5.04(c)):



First Lien Net Leverage Ratio	Fee Percentage
Category 1 Greater than or equal to 3.00 to 1.00	0.50%
Category 2 Less than 3.00 to 1.00	0.375%

In respect of clauses (a), (c) and (d) of this definition, each change in the Applicable Percentage resulting from a change in the First Lien Net Leverage Ratio shall be effective on and after the date of delivery to the Administrative Agent of the Section 5.04 Financials and a Pricing Certificate indicating such change until and including the date immediately preceding the next date of delivery of such financial statements and the related Pricing Certificate indicating another such change. Notwithstanding the foregoing, until the Parent Borrower shall have delivered the Section 5.04 Financials and the related Pricing Certificate covering a period that includes the first fiscal quarter of the Parent Borrower ended after the Closing Date, the First Lien Net Leverage Ratio shall be deemed to be in Category 1 for purposes of determining the Applicable Percentage. In addition, at the option of the Administrative Agent and the Required Lenders, (x) at any time during which the Parent Borrower has failed to deliver the Section 5.04 Financials or the related Pricing Certificate by the date required thereunder or (y) at any time after the occurrence and during the continuance of an Event of Default, then the First Lien Net Leverage Ratio shall be deemed to be in the then-existing Category for the purposes of determining the Applicable Percentage (but only for so long as such failure or Event of Default continues, after which the Category shall be otherwise as determined as set forth above).

Notwithstanding the foregoing, (v) the Applicable Percentage in respect of any Class of Extended Revolving Credit Commitments or any Class of Extended Term Loans or Revolving Loans made pursuant to any Extended Revolving Credit Commitments shall be the applicable percentages per annum set forth in the relevant Extension Offer, (w) the Applicable Percentage in respect of any Class of Incremental Term Loans shall be the percentages per annum set forth in the relevant Incremental Amendment, (x) the Applicable Percentage in respect of any loans made under any Class of Incremental Revolving Credit Commitment shall be the percentages per annum set forth in the relevant Incremental Amendment, (y) the Applicable Percentage in respect of any Class of Refinancing Revolving Credit Commitments or any Class of Refinancing Term Loans or Refinancing Revolving Credit Loans made pursuant to any Refinancing Revolving Credit Commitments shall be the applicable percentages per annum set forth in the relevant Refinancing Amendment and (z) the Applicable Percentage in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant amendment pursuant to Section 9.08(d).

“Appropriate Lender” shall mean, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to Letters of Credit, (i) the relevant Issuing Bank and (ii) the

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Revolving Credit Lenders and (c) with respect to Swingline Loans, (i) the Swingline Lender and (ii) if any Swingline Loans are outstanding, the Revolving Credit Lenders.

“Approved Fund” shall mean, 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” shall have the meaning assigned to such term in the preamble.

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an assignee, and accepted by the Administrative Agent and, to the extent required by Section 9.04(b), consented to by the Parent Borrower, substantially in the form of Exhibit B-1 or such other form as shall be reasonably approved by the Administrative Agent.

“Auction Agent” means (a) the Administrative Agent or (b) any other financial institution or advisor employed by the Parent Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Term Loan Prepayment pursuant to Section 2.12(f); provided that the Parent Borrower shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent).

“Auto-Renewal Letter of Credit” shall have the meaning assigned to such term in Section 2.23(c).

“BA Interest Period” shall mean, relative to any BA Rate Loan, the period beginning on (and including) the date on which such BA Rate Loan is made or continued to (but excluding) the date which is one, two or three months thereafter, as selected by the Parent Borrower; provided, that if any BA Interest Period would end on a day other than a Business Day, such BA Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such BA Interest Period shall end on the next preceding Business Day.

“BA Rate” shall mean for the relevant interest period, the Canadian deposit offered rate which, in turn means, on any day, the annual rate of interest determined with reference to the arithmetic average of the discount rate quotations of all institutions listed in respect of the relevant interest period for Canadian Dollar-denominated bankers’ acceptances displayed and identified as such on the “Reuters Screen CDOR Page” as defined in the International Swap Dealer Association, Inc. definitions, as modified and amended from time to time, as of 10:00 a.m. Toronto local time on such day and, if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Administrative Agent after 10:00 a.m. Toronto local time to reflect any error in the posted rate of interest or in the posted average annual rate of interest); provided that to the extent such market practice is not administratively feasible for the Administrative Agent, the BA Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent; provided, further, that in no event shall the BA Rate be less than 0%.

“BA Rate Loan” shall mean a loan that bears interest at the BA Rate.

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

“Borrower Materials” shall have the meaning assigned to such term in Section 5.04.

“Borrower Offer of Specified Discount Prepayment” means the offer by any Company Party to make a voluntary prepayment of Term Loans at a Specified Discount to par pursuant to Section 2.12(f)(ii).

“Borrower Solicitation of Discount Range Prepayment Offers” means the solicitation by any Company Party of offers for, and the corresponding acceptance by a Lender of, a voluntary prepayment of Term Loans at a specified range of discounts to par pursuant to Section 2.12(f)(iii).

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“Borrower Solicitation of Discounted Prepayment Offers” means the solicitation by any Company Party of offers for, and the subsequent acceptance, if any, by a Lender of, a voluntary prepayment of Term Loans at a discount to par pursuant to Section 2.12(f)(iv).

“Borrowers” shall have the meaning assigned to such term in the preamble.

“Borrowing” shall mean (a) Loans of the same Class and Type made, converted or continued on the same date and, in the case of Eurodollar Loans or BA Rate Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.

“Borrowing Request” shall mean a request by a Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C, or such other form as shall be approved by the Administrative Agent.

“Breakage Event” shall have the meaning assigned to such term in Section 2.16.

“Business Day” shall mean any day other than a Saturday, Sunday or day on which banks in New York City are generally authorized or required by law to close; provided, however:

(a)if such day relates to any interest rate settings as to a Eurodollar Loan denominated in dollars, any fundings, disbursements, settlements and payments in dollars in respect of any such Eurodollar Loan, or any other dealings in dollars to be carried out pursuant to this Agreement in respect of any such Eurodollar Loan, such day shall be a day on which dealings in deposits in dollars are conducted by and between banks in the London interbank eurodollar market;

(b)if such day relates to any interest rate settings as to a Eurodollar Loan denominated in euro, any fundings, disbursements, settlements and payments in euro in respect of any such Eurodollar Loan, or any other dealings in euro to be carried out pursuant to this Agreement in respect of any such Eurodollar Loan, such day shall be a TARGET Day;

(c)if such day relates to any interest rate settings as to a Eurodollar Loan denominated in Sterling, such day shall be a day on which dealings in deposits in Sterling are conducted by and between banks in the London interbank market;

(d)if such day relates to any fundings, disbursements, settlements and payments in Sterling in respect of a Eurodollar Loan denominated in Sterling, or any other dealings in Sterling to be carried out pursuant to this Agreement in respect of any such Eurodollar Loan (other than any interest rate settings), such day shall be a day on which banks are open for foreign exchange business in London;

(e)if such day relates to any setting of the BA Rate or the Canadian Base Rate, such day shall be a day on which banks are open for business in Toronto; and

(f)if such day relates to any fundings, disbursements, settlements and payments in an Alternative Currency (other than those specified above) in respect of a Eurodollar Loan denominated in such Alternative Currency, or any other dealings in such Alternative Currency to be carried out pursuant to this Agreement in respect of any such Eurodollar Loan (other than any interest rate settings), such day shall be a day on which banks are open for foreign exchange business in London, New York and the principal financial center of such Alternative Currency as set forth on Schedule A.

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“Canadian Base Rate” shall mean, for any day, a rate per annum equal to the greater of (a) the Canadian Prime Rate in effect on such day and (b) the sum of (i) the BA Rate for a one month interest period beginning on such date and (ii) 1.00%. Any change in the Canadian Base Rate due to a change in the Canadian Prime Rate or the BA Rate shall be effective (without notice) from and including the effective date of such change in the Canadian Prime Rate or the BA Rate, respectively.

“Canadian Base Rate Borrowing” shall mean a Borrowing of any Canadian Base Rate Loans.

“Canadian Base Rate Loan” shall mean a Loan that bears interest based on the Canadian Base Rate.

“Canadian Dollar” and “C$” shall each mean the lawful currency of Canada.

“Canadian Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by the Administrative Agent as its reference rate of interest then in effect for determining interest rates on Canadian Dollar commercial loans made by it to its prime commercial customers in Canada; each change in the Canadian Prime Rate shall be effective from and including the date such change is publicly announced as being effective. Such rate is set by the Administrative Agent as a general reference rate of interest, taking into account such factors as the Administrative Agent may deem appropriate; it being understood that (x) many of the Administrative Agent’s commercial or other loans are priced in relation to such rate, (y) it is not necessarily the lowest or best rate actually charged to any customer and (z) the Administrative Agent may make various commercial or other loans at rates of interest having no relationship to such rate; provided that if the Canadian Prime Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Capital Expenditures” shall mean, as to any Person for any period, the additions to property, plant and equipment and other capital expenditures of such Person and its subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of the such Person.

“Capital Stock” shall mean:

(a)in the case of a corporation, corporate stock;

(b)in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(c)in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(d)any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligations” shall mean, as to any Person, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) of such Person in accordance with GAAP (except for temporary treatment of construction-related expenditures under EITF 97-10, “The Effect of Lessee Involvement in Asset Construction”, which will ultimately be treated as operating leases upon a Sale and Lease-Back Transaction).

“Cash Collateral” has the meaning set forth in Section 2.26(c).

“Cash Collateralize” has the meaning set forth in Section 2.26(c).

“Cash Equivalents” shall mean:

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(a)dollars;

(b)(i) Sterling, Singapore Dollars, Swedish Kroner, Canadian Dollars, euro, or any national currency of any participating membe state of the EMU; or

(ii) in the case of the Parent Borrower or a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(c)securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(d)certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with (i) any Revolving Credit Lender or an Affiliate thereof or (ii) any commercial bank having capital and surplus of not less than $250,000,000 in the case of U.S. banks and $100,000,000 (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(e)repurchase obligations for underlying securities of the types described in clauses (c), (d) and (g) entered into with any financial institution meeting the qualifications specified in clause (d) above;

(f)commercial paper rated at least P-2 by Xxxxx’x or at least A-2 by S&P and in each case maturing within 24 months after the date of creation thereof;

(g)marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Xxxxx’x or S&P, respectively (or, if at any time neither Xxxxx’x nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(h)investment funds investing 95% of their assets in securities of the types described in clauses (a) through (g) above;

(i)readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Xxxxx’x or S&P with maturities of 24 months or less from the date of acquisition;

(j)Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Xxxxx’x with maturities of 24 months or less from the date of acquisition;

(k)Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated A- (or the equivalent thereof) or better by S&P or A3 (or the equivalent thereof) or better by Xxxxx’x;

(l)shares of investment companies that are registered under the Investment Company Act of 1940 and substantially all the investments of which are one or more of the types of securities described in clauses (a) through (k) above; and

(m)in the case of any Foreign Subsidiary, investments of comparable tenure and credit quality to those described in the foregoing clauses (a) through (l) or other high quality

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short term in-vestments, in each case, customarily utilized in countries in which such Foreign Subsidiary operates for short term cash management purposes.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (a) and (b) above, provided that such amounts are converted into any currency listed in clauses (a) and (b) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Cash Management Obligations” shall have the meaning assigned to such term in the Guarantee and Collateral Agreement.

“Cash Pooling Arrangements” shall mean a deposit account arrangement among a single depository institution, the Parent Borrower and one or more Foreign Subsidiaries involving the pooling of cash deposits in and overdrafts in respect of one or more deposit accounts (each located outside of the United States and any States and territories thereof) with such institution by the Parent Borrower and such Foreign Subsidiaries for cash management purposes.

“CFC” shall mean a Foreign Subsidiary of the Parent Borrower that is a controlled foreign corporation within the meaning of Section 957 of the Code.

“CFC Holdco” shall mean a Domestic Subsidiary of the Parent Borrower substantially all the assets of which are Capital Stock (or Capital Stock and Indebtedness) of one or more CFCs.

“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the 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.

A “Change of Control” shall be deemed to have occurred if:

(a)the Permitted Investors cease to have the power, directly or indirectly, to vote or direct the voting of Equity Interests of the Parent Borrower representing a majority of the ordinary voting power for the election of directors (or equivalent governing body) of the Parent Borrower; provided that the occurrence of the foregoing event shall not be deemed a Change of Control if no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding (w) any underwriters in connection with any Equity Offering, (x) any combination of Permitted Investors and (y) any employee benefit plan of such Person and its subsidiaries, and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly or indirectly, of more than the greater of (x) 35% of outstanding Equity Interests of the Parent Borrower having ordinary voting power and (y) the percentage of the then outstanding Equity Interests of the Parent Borrower having ordinary voting power owned, directly or indirectly, beneficially and of record by the Permitted Investors; or

(b)any change in control (or similar event, however denominated) with respect to the Parent Borrower or any Restricted Subsidiary shall occur under and as defined in the Existing Senior Notes Documentation to the extent the Existing Senior Notes constitute Material

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Indebtedness of the Parent Borrower or any Restricted Subsidiary or any other Indebtedness for borrowed money that constitutes Material Indebtedness of the Parent Borrower or any Restricted Subsidiary; or

(c)Holdings shall directly or indirectly own, beneficially and of record, less than 100% of the issued and outstanding Equity Interests of the Parent Borrower; or

(d)at any time when any Obligations (other than contingent obligations for unasserted claims) of a Foreign Subsidiary Borrower remain outstanding, such Foreign Subsidiary Borrower ceasing to be a direct or indirect Restricted Subsidiary of the Parent Borrower (unless a Borrower or a Guarantor shall expressly have assumed all the Obligations of such Foreign Subsidiary Borrower under this Agreement and the other Loan Documents to which such Foreign Subsidiary Borrower is a party).

“Charges” shall have the meaning assigned to such term in Section 9.09.

“Class” (a) when used with respect to any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Credit Commitments, any Class of Extended Revolving Credit Commitments, any Class of Incremental Revolving Credit Commitments, Refinancing Revolving Credit Commitments of a given Refinancing Series, Tranche A Term Loan Commitments, Tranche B-1 Term Loan Commitments, Tranche B-2 Term Loan Commitments, any Class of Commitments in respect of Incremental Term Loans, Refinancing Term Commitments of a given Refinancing Series, Commitments in respect of any Class of Replacement Term Loans or the Swingline Commitment and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Loans, Extended Revolving Loans under any Class of Extended Revolving Credit Commitments, Incremental Revolving Loans, Revolving Loans under Refinancing Revolving Credit Commitments of a given Refinancing Series, Tranche A Term Loans, Tranche B-1 Term Loans, Tranche B-2 Term Loans, any Class of Extended Term Loans, any Class of Incremental Term Loans, Refinancing Term Loans of a given Refinancing Series or any Class of Replacement Term Loans. Revolving Loans, Extended Revolving Loans under any Class of Extended Revolving Credit Commitments, any Class of Incremental Revolving Loans, Revolving Loans under Refinancing Revolving Credit Commitments of a given Refinancing Series, Tranche A Term Loans, Tranche B-1 Term Loans, Tranche B-2 Term Loans, any Class of Extended Term Loans, any Class of Incremental Term Loans, Refinancing Term Loans of a given Refinancing Series or any Class of Replacement Term Loans (together with the respective Commitments in respect thereof) or Swingline Loans shall, at the election of the Parent Borrower, be construed to be in different Classes; provided that any Credit Increase effected as a Term Loan Increase or a Revolving Commitment Increase to any existing Class of Term Loans or Revolving Loans, respectively, and such existing Class of Term Loans or Revolving Loans, as applicable, shall in all events be part of the same Class.

“Closing Date” shall mean September 28, 2015.

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

“Collateral” shall mean all property and assets of the Loan Parties, now owned or hereafter acquired, upon which a Lien is or is purported to be created to secure any Secured Obligations.

“Collateral Agent” shall mean Citibank, N.A., in its capacity as collateral agent for the Secured Parties, and shall include any successor collateral agent appointed pursuant to Article VIII.

“Commitment Fee” shall have the meaning assigned to such term in Section 2.05(a). “Commitments” shall mean the Revolving Credit Commitments, any Class of Extended Revolving Credit Commitments, any Class of Incremental Revolving Credit Commitments, Refinancing

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Revolving Credit Commitments of a given Refinancing Series, Tranche A Term Loan Commitments, Tranche B-1 Term Loan Commitments, Tranche B-2 Term Loan Commitments, any Class of Commitments in respect of Incremental Term Loans, Refinancing Term Commitments of a given Refinancing Series, Commitments in respect of any Class of Replacement Term Loans and the Swingline Commitment.

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

“Company Parties” means the collective reference to Holdings and its Restricted Subsidiaries, including the Borrowers, and “Company Party” means any one of them.

“Consolidated” or “consolidated” with respect to any Person, unless otherwise specifically indicated, shall refer to such Person consolidated with the Parent Borrower and its Restricted Subsidiaries.

“Consolidated Depreciation and Amortization Expense” shall mean, with respect to any Person, for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits and amortization of other non-cash charges, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Indebtedness” shall mean, as of any date of determination, the sum, without duplication, of (a) the total amount of Indebtedness under clauses (a)(i), (a)(ii), (a)(iii) (but, in the case of clause (iii), only to the extent of any unreimbursed drawings thereunder and, in the case of commercial letters of credit, only if such unreimbursed amount has not been paid within three Business Days after such amount is drawn) and (a)(iv) of the definition thereof of the Parent Borrower and its Restricted Subsidiaries, plus (b) the greater of the aggregate liquidation value and maximum fixed repurchase price without regard to any change of control or redemption premiums of all Disqualified Stock of the Parent Borrower and the Restricted Guarantors, in each case, as determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” shall mean, with respect to any Person for any period, without duplication, the sum of:

(a)consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (i) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (ii) all commissions, discounts and other fees and charges owed with respect to letters of credit, bank guarantees or bankers acceptances, (iii) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the xxxx to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (iv) the interest component of Capitalized Lease Obligations, (v) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, (vi) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (vii) costs of surety bonds in connection with financing activities and excluding (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

(b)consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

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(c)interest income of such Person and its Restricted Subsidiaries for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Parent Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” shall mean, with respect to any Person for any period, the net income (loss) of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP and before any reduction in respect of Preferred Stock dividends; provided, however, that (without duplication),

(a)the net income for such period of any Person that is not a subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a subsidiary thereof that is the Parent Borrower or a Restricted Subsidiary in respect of such period, and

(b)solely for the purpose of determining the amount available under paragraph (b) of the definition of “Restricted Payment Applicable Amount,” the net income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its net income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Parent Borrower will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Parent Borrower or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein.

Notwithstanding the foregoing, for the purpose of Section 6.03 only (other than paragraph (c) of the definition of “Restricted Payment Applicable Amount”), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Parent Borrower and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Parent Borrower and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Parent Borrower or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under paragraph (d) of the definition of “Restricted Payment Applicable Amount.”

“Contingent Obligations” shall mean, with respect to any Person, any obligation of such Person guaranteeing or having the economic effect of guaranteeing any leases, dividends or other obligations that, in each case, do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(a)to purchase any such primary obligation or any property constituting direct or indirect security therefor, or


(b)	to advance or supply funds

(i)for the purchase of payment of any such primary obligation, or

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(ii)to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(c)to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primarily obligor to make payment of such primary obligation against loss in respect thereof, or

(d)as an account party in respect of any letter of credit, letter of guaranty or bankers’ acceptance.

“Control” shall mean 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 ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Converted Tranche B-1 Term Loan” shall mean each Tranche B-1 Term Loan held by a Converting Consenting Lender on the First Amendment Effective Date immediately prior to the funding of the Tranche B-2 Term Loans on such date.

“Converting Consenting Lender” shall mean a Tranche B-1 Term Loan Lender that has elected to be a “Converting Consenting Lender” on its signature page to the First Amendment.

“Credit Agreement Refinancing Indebtedness” means (a) Permitted First Priority Refinancing Debt, (b) Permitted Junior Priority Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) other Indebtedness of the Parent Borrower incurred hereunder, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or part, any Class of existing Term Loans or any Class of existing Revolving Loans (or unused Revolving Credit Commitments), or any then-existing Credit Agreement Refinancing Indebtedness (the “Refinanced Debt”); provided that with respect to each of the foregoing clauses (a) through (d), (i) except in the case of any such Indebtedness in the form of a bridge loan intended to be refinanced with a securities offering the maturity date of which provides for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than the maturity date of such Refinanced Debt, such Indebtedness shall have a maturity no earlier, and a Weighted Average Life to Maturity equal to or greater, than the Refinanced Debt; (ii) such Indebtedness shall not have a greater principal amount than the principal amount of the Refinanced Debt plus an amount equal to the aggregate unused commitments cancelled in connection therewith, plus accrued interest, fees, premiums (if any) and penalties thereon and fees and expenses associated with the Refinancing; provided that nothing in this clause (ii) shall limit the ability of the Parent Borrower to incur additional Indebtedness concurrently as part of the issuance or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to the terms of this Agreement, (iii) such Indebtedness shall not have the benefit of a financial maintenance covenant unless (x) the Loans or the Commitments hereunder being Refinanced, as applicable, have the benefit of such financial maintenance covenant on the same terms, (y) the Loans or the Commitments hereunder being Refinanced, as applicable, shall have in the future been provided with the benefit of a financial maintenance covenant, in which case such Credit Agreement Refinancing Indebtedness issued after such future date may be provided with the benefit of the same financial maintenance covenant on the same terms or (z) such financial maintenance covenant is only applicable after the then latest Revolving Credit Maturity Date or Term Loan Maturity Date applicable to the Loans or Commitments hereunder being Refinanced, (iv) the All-In Yield with respect to such Credit Agreement Refinancing Indebtedness shall be determined by the Parent Borrower and the lenders providing such Credit Agreement Refinancing Indebtedness, (v) except as provided for in preceding clauses (i), (ii), (iii) and (iv), optional prepayment or redemption terms shall be determined by the Parent Borrower and the other terms and conditions of such Indebtedness shall reflect market terms and conditions (as reasonably determined by the Parent Borrower) at the time of incurrence or issuance of such Credit Agreement Refinancing Indebtedness, (vi) such Refinanced Debt shall be repaid, repurchased, retired, defeased or satisfied and discharged, and all

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accrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid substantially simultaneously with the issuance, incurrence or obtaining of such Credit Agreement Refinancing Indebtedness (or in any event not later than one Business Day following the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained), (vii) such Indebtedness is not at any time guaranteed by any Person that is not a Guarantor and (viii) to the extent secured, such Indebtedness is not secured by property or assets of Holdings, the Parent Borrower or any Restricted Subsidiary other than the Collateral, except to the extent permitted by the applicable intercreditor agreement.

“Credit Event” shall have the meaning assigned to such term in Section 4.01.

“Credit Facilities” shall mean the revolving credit, swingline and letter of credit facilities, the term loan A facility, the term loan B-1 facility and the term loan B-2 facility, in each case contemplated by Section 2.01, the incremental facilities, if any, contemplated by Section 2.24, any extension facilities contemplated by Section 2.25, any refinancing facilities contemplated by Section 2.27 and any replacement term loan facilities contemplated by Section 9.08(d).

“Credit Increase” shall have the meaning assigned to such term in Section 2.24(a).

“Cure Amount” shall have the meaning assigned to such term in Section 7.02(a).

“Cure Period” shall have the meaning assigned to such term in Section 7.02(a).

“Current Assets” shall mean, at any time, (a) the consolidated current assets (other than cash and Cash Equivalents) of the Parent Borrower and its Restricted Subsidiaries that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Parent Borrower and its Restricted Subsidiaries as current assets at such date of determination, other than (i) amounts related to current or deferred Taxes based on income or profits, (ii) assets held for sale, (iii) loans (permitted) to third parties, (iv) pension assets, (v) deferred bank fees and (vi) derivative financial instruments and (b) in the event that a Receivables Facility is accounted for off-balance sheet, (x) gross accounts receivable comprising part of the assets subject to such Receivables Facility less (y) collections against the amounts sold pursuant to clause (x).

“Current Liabilities” shall mean, at any time, the consolidated current liabilities of the Parent Borrower and its Restricted Subsidiaries that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Parent Borrower and its Restricted Subsidiaries as current liabilities at such date of determination, but excluding, without duplication, (a) the current portion of any long-term Indebtedness, (b) outstanding Revolving Loans, L/C Exposure and Swingline Loans, (c) accruals of consolidated interest expense (excluding consolidated interest expense that is due and unpaid), (d) accruals for current or deferred Taxes based on income or profits, (e) accruals of any costs or expenses related to restructuring reserves to the extent permitted to be included in the calculation of EBITDA pursuant to clause (a)(v) thereof and (f) the current portion of pension liabilities.

“Debt Fund Affiliate” means (a) any Affiliate of Holdings or the Sponsor (including, in the case of the Sponsor, any bona fide debt fund advised or managed by Symphony Asset Management, LLC or any of its Affiliates, any funds or partnerships managed or advised by any of them or any of their respective Affiliates) (other than a natural person) that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and (i) whose managers have fiduciary duties to the third-party investors in such fund or investment vehicle independent of their duties to Holdings or the Sponsor and (ii) with respect to which the Sponsor does not, directly or indirectly, possess the power to direct or cause the direction of the investments or investment policies of such entity and (b) for purposes of the definition of Disqualified Institution, any Affiliate of the applicable specified financial institution or competitor (other than a natural person) that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the

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ordinary course and (i) whose managers have fiduciary duties to the third-party investors in such fund or investment vehicle independent of their duties to such specified financial institution or competitor and (ii) with respect to which such financial institution or competitor does not, directly or indirectly, possess the power to direct or cause the direction of the investments or investment policies of such entity.

“Default” shall mean any event or condition which constitutes an Event of Default or which with the giving of any notice, the passage of time, or both, in each case, as set forth in this Agreement, without cure or waiver hereunder, would constitute an Event of Default.

“Defaulting Lender” shall mean, subject to Section 2.26, any Lender whose act or failure to act, whether directly or indirectly, causes it to meet any part of the definition of “Lender Default.”

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of country or territory-wide Sanctions, in each case identified on the list maintained by OFAC and available at xxxx://xxx.xxxxx.xxx/xxxxxxx/xxxxxxxxxxx/xxxx/xxxxxxxx, or as otherwise published from time to time.

“Designated Non-Cash Consideration” shall mean the fair market value of non-cash consideration received by the Parent Borrower or a Restricted Subsidiary in connection with a Disposition that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by a Responsible Officer of the Parent Borrower, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-Cash Consideration.

“Designated Preferred Stock” shall mean Preferred Stock of the Parent Borrower, a Restricted Subsidiary or any direct or indirect parent company thereof (in each case other than Disqualified Stock) that is issued for cash (other than to the Parent Borrower or a Restricted Subsidiary or an employee stock ownership plan or trust established by the Parent Borrower or its subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by a Responsible Officer of the Parent Borrower, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in the definition of “Restricted Payment Applicable Amount.”

“Discount Prepayment Accepting Lender” has the meaning set forth in Section 2.12(f)(ii)(2).

“Discount Range” has the meaning set forth in Section 2.12(f)(iii)(1).

“Discount Range Prepayment Amount” has the meaning set forth in Section 2.12(f)(iii)(1).

“Discount Range Prepayment Notice” means a written notice of a Borrower Solicitation of Discount Range Prepayment Offers made pursuant to Section 2.12 (f)(iii) substantially in the form of Exhibit K.

“Discount Range Prepayment Offer” means the irrevocable written offer by a Lender, substantially in the form of Exhibit L, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.

“Discount Range Prepayment Response Date” has the meaning set forth in Section 2.12(f)(iii)(1).

“Discount Range Proration” has the meaning set forth in Section 2.12(f)(iii)(3).

“Discounted Prepayment Determination Date” has the meaning set forth in Section 2.12(f)(iv)(3).

“Discounted Prepayment Effective Date” means in the case of a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offer or Borrower Solicitation of Discounted Prepayment Offer, five Business Days following the Specified Discount

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Prepayment Response Date, the Discount Range Prepayment Response Date or the Solicited Discounted Prepayment Response Date, as applicable, in accordance with Section 2.12(f)(ii)(1), 2.12(f)(iii)(1) or 2.12(f)(iv)(1), respectively, unless a shorter period is agreed to between the Borrower and the Auction Agent.

“Discounted Term Loan Prepayment” has the meaning set forth in Section 2.12(f)(i).

“Disposition” shall mean:

(a)the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Parent Borrower or any of its Restricted Subsidiaries; or

(b)the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions.

“Disqualified Institutions” shall mean (a) those institutions and other Persons set forth on Schedule 1.01(b) hereto or otherwise identified in writing to the Administrative Agent prior to the date hereof, (b) any Persons who are competitors of the Parent Borrower and its subsidiaries as identified to the Administrative Agent in writing from time to time or (c) in the cases of clause (a) or (b), Affiliates thereof (other than any Debt Fund Affiliates or bona fide debt funds) that are either (i) identified as specified in such clause (a) or (b) or (ii) clearly identifiable on the basis of such Affiliates’ names; it being understood and agreed that the identification of any Person as a Disqualified Institution after the Closing Date shall not apply to retroactively disqualify any Person that has previously acquired an assignment or participation interest in any Loan or Commitment so long as such Person was not a Disqualified Institution at the time of such assignment or participation. The list of Disqualified Institutions shall be posted to the Platform, it being understood that the Parent Borrower may update such list from time to time with respect to Disqualified Institutions to the extent provided for above, and the Administrative Agent shall post such updated schedule to the Platform promptly following its receipt thereof, with such updates effective solely upon the posting thereof to the Platform.

“Disqualified Stock” shall mean, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely for Capital Stock which is not Disqualified Stock) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (in each case, other than solely 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 shall be subject to the occurrence of the Termination Date or such repurchase or redemption is otherwise permitted by this Agreement (including as a result of a waiver or amendment hereunder)), in whole or in part, in each case prior to the date 91 days after the latest Term Loan Maturity Date at the time of such incurrence; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Parent Borrower or its subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased in order to satisfy applicable statutory or regulatory obligations.

“Dollar Equivalent” shall mean, at any time, (a) with respect to any amount denominated in dollars, such amount and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in dollars as determined by the applicable Issuing Bank at such time on the basis of the rate (as determined in accordance with Section 1.09 as of the date of the relevant determination) for the purchase of dollars with such Alternative Currency.

“dollars” or “$” shall mean lawful money of the United States of America.

“Domestic Obligations” shall mean the unpaid principal of and interest on the Loans and all other obligations and liabilities of the Parent Borrower or any other Loan Party (other than a Foreign

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Subsidiary Borrower) to the Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document and the Letters of Credit and whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or any Lender that are required to be paid pursuant hereto or any other Loan Document and including interest, fees and other amounts accruing after the maturity of the Loans and L/C Disbursements and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to a Loan Party, whether or not a claim for post-filing or post-petition interest or such fees or other amounts is allowed in such proceeding) or otherwise; provided, that Domestic Obligations of any Guarantor shall not include any Excluded Swap Obligation solely of such Guarantor.

“Domestic Subsidiaries” shall mean, with respect to any Person, any subsidiary of such Person other than a Foreign Subsidiary.

“EBITDA” shall mean, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period

(a)increased (without duplication) by:

(i)provision for taxes based on income or profits or capital (or any alternative tax in lieu thereof), including, without limitation, foreign, state, franchise and similar taxes and foreign withholding taxes of such Person and such subsidiaries paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income, including payments made pursuant to any tax sharing agreements or arrangements among the Parent Borrower, its Restricted Subsidiaries and any direct or indirect parent company of the Parent Borrower (so long as such tax sharing payments are attributable to the operations of the Parent Borrower and its Restricted Subsidiaries); plus

(ii)Fixed Charges of such Person and such subsidiaries for such period to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(iii)Consolidated Depreciation and Amortization Expense of such Person and such subsidiaries for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(iv)any fees, costs (including call premium), commissions, expenses or other charges (other than Consolidated Depreciation and Amortization Expense but including the effects of purchase accounting adjustments) related to the Transactions, any issuance of Equity Interests, Investment, acquisition, disposition, dividend or similar Restricted Payment, recapitalization or the incurrence, repayment, amendment or modification of Indebtedness permitted to be incurred under this Agreement (including a refinancing thereof) and any changes or non-recurring merger costs incurred during such period (in each case whether or not successful), including (w) any expensing of bridge, commitment or other financing fees, (x) such fees, costs, commissions, expenses or other charges related to the Credit Facilities, (y) any such fees, costs (including call premium), commissions, expenses or other charges related to any amendment or other modification of the Existing Senior Notes, any Receivables Facility or the Credit Facilities and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

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(v)the amount of any business optimization expense and restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any restructuring costs incurred in connection with acquisitions after the Closing Date, costs related to the closure and/or consolidation of facilities, retention charges, contract termination costs, future lease commitments, systems establishment costs, conversion costs and excess pension charges, consulting fees and any one-time expense relating to enhanced accounting function, or costs associated with becoming a standalone entity or public company incurred in connection with any of the foregoing; provided that the aggregate amount of expenses added pursuant to this clause (v) shall not exceed an amount equal to 20% of EBITDA of the Parent Borrower for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to this clause (v) or clause (xii) below); plus

(vi)any other non-cash charges, expenses or losses including any write offs or write downs and any non-cash expense relating to the vesting of warrants, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (i) the Parent Borrower may determine not to add back such non-cash item in the current period and (ii) to the extent the Parent Borrower determines to add back such non-cash item in the current period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA in such future period to the extent paid, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(vii)the amount of any minority interest expense consisting of subsidiary income attributable to minority equity interests of third parties in any non-Wholly-Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(viii)other than for the purpose of determining the amount available for Restricted Payments under paragraph (b) of the definition of Restricted Payment Applicable Amount, the amount of management, monitoring, consulting, transaction and advisory fees and related expenses paid in such period to the Sponsor and amounts paid under the TRA, in each case, to the extent otherwise permitted under Section 6.06 deducted (and not added back) in computing Consolidated Net Income; plus

(ix)the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility deducted (and not added back) in computing Consolidated Net Income; plus

(x)(A) non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights and (B) other costs or expense deducted (and not added back) in computing Consolidated Net Income pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Parent Borrower or net cash proceeds of an issuance of Equity Interest of the Parent Borrower (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in the definition of “Restricted Payment Applicable Amount”; plus


(xi)	[reserved];

(xii)the amount of net cost savings and acquisition synergies projected by the Parent Borrower in good faith to be realized during such period (calculated on a pro

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forma basis as though such cost savings had been realized on the first day of such period) as a result of actions taken or to be taken in connection with any acquisition or disposition by the Parent Borrower or any Restricted Subsidiary, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of EBITDA from such actions; provided that (A) such cost savings are reasonably identifiable and factually supportable and (B) such actions are taken within 18 months after the Closing Date or the date of such acquisition or disposition and (C) the aggregate amount of cost savings added pursuant to this clause (xii) shall not exceed an amount equal to the greater of (x) $100,000,000 and (y) 20% of EBITDA of the Parent Borrower for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to clause (v) above or this clause (xii)); plus

(xiii)any net after-tax non-recurring, extraordinary or unusual gains or losses (less all fees and expenses relating thereto) or expenses; plus

(xiv)to the extent covered by insurance and actually reimbursed or otherwise paid, or, so long as the Parent Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed or otherwise paid by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed or otherwise paid within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed or otherwise paid within such 365 days), expenses with respect to liability or casualty events and expenses or losses relating to business interruption; plus

(xv)expenses to the extent covered by contractual indemnification or refunding provisions in favor of the Parent Borrower or a Restricted Subsidiary and actually paid or refunded, or, so long as the Parent Borrower has made a determination that there exists reasonable evidence that such amount will in fact be paid or refunded by the indemnifying party or other obligor and only to the extent that such amount is (A) not denied by the applicable indemnifying party or obligor in writing within 90 days and (B) in fact reimbursed within 180 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 180 days); plus

(xvi)any non-cash increase in expenses (A) resulting from the reevaluation of inventory (including any impact of changes to inventory valuation policy methods including changes in capitalization of variances) or (B) due to purchase accounting associated with the Transactions; plus

(xvii)the amount of loss from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments;

(b)decreased by (without duplication) (i) non-cash gains increasing Consolidated Net Income of such Person and such subsidiaries for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and (ii) the minority interest income consisting of subsidiary losses attributable to minority equity interests of third parties in any non-Wholly-Owned Subsidiary to the extent such minority interest income is included in Consolidated Net Income; and


(c)	increased or decreased by (without duplication):

(i)any net gain or loss resulting in such period from Hedging Obligations and the application of Financial Accounting Standards Codification Topic

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815-Derivatives and Hedging (ASC 815) and International Financial Reporting Standards 9-Financial Instruments and their respective related pronouncements and interpretations; plus or minus, as applicable,

(ii)any net gain or loss included in calculating Consolidated Net Income resulting in such period from currency translation gains or losses related to currency remeasurements of indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk), plus or minus, as applicable,

(iii)the cumulative effect of a change in accounting principles during such period, plus or minus, as applicable,

(iv)any net gain or loss from disposed or discontinued operations and any net gains or losses on disposal of disposed, abandoned or discontinued operations, plus or minus, as applicable,

(v)the amount of gains or losses (less all accrued fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, plus or minus, as applicable, and

(vi)accruals and reserves that are established within twelve months after the Closing Date that are so required to be established as a result of the Transactions in accordance with GAAP.

“ECF Percentage” shall mean, with respect to any fiscal year, 50%; provided, however, if the First Lien Net Leverage Ratio as of the end of a fiscal year is (a) less than or equal to 2.25 to 1.00 but greater than 1.75 to 1.00, then the ECF Percentage with respect to such fiscal year shall mean 25% and (b) less than or equal to 1.75 to 1.00, then the ECF Percentage with respect to such fiscal year shall mean 0%.

“Eligible Assignee” shall have the meaning assigned to such term in Section 9.04(b).

“EMU” shall mean economic and monetary union as contemplated in the Treaty on European Union.

“Environmental Laws” shall mean all applicable Federal, state, local and foreign laws (including common law), treaties, regulations, rules, ordinances, codes, decrees, judgments, directives and orders (including consent orders), having the force and effect of law, in each case, relating to protection of the environment or natural resources, or to human health and safety as it relates to environmental protection.

“Equity Interests” shall mean Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” shall mean any public or private sale of common stock or Preferred Stock of the Parent Borrower or of a direct or indirect parent of the Parent Borrower (excluding Disqualified Stock), other than:

(a)public offerings with respect to any such Person’s common stock registered on Form S-4 or S-8;


(b)	issuances to the Parent Borrower or any subsidiary of the Parent Borrower; and


(c)	any such public or private sale that constitutes an Excluded Contribution.

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“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that is under common control with any Loan Party under Section 414 of the Code or Section 4001 of ERISA.

“ERISA Event” shall mean (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, but excluding any event for which the 30-day notice period is waived, with respect to a Pension Plan, (b) any failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived, or the failure to satisfy any statutory funding requirement that results in a Lien, with respect to a Pension Plan, (c) the incurrence by any Loan Party or an ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Pension Plan or the withdrawal or partial withdrawal of any Loan Party or an ERISA Affiliate from any Pension Plan or Multiemployer Plan, (d) the filing of a notice of intent to terminate, the treatment of a plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the receipt by any Loan Party or any ERISA Affiliate from the PBGC or a plan administrator of any notice of intent to terminate any Pension Plan or Multiemployer Plan or to appoint a trustee to administer any Pension Plan, (e) the adoption of any amendment to a Pension Plan that would require the provision of security pursuant to the Code, ERISA or other applicable law, (f) the receipt by any Loan Party or any ERISA Affiliate of any notice concerning statutory liability arising from the withdrawal or partial withdrawal of any Loan Party or any ERISA Affiliate from a Multiemployer Plan or a determination that a Multiemployer Plan is, or is 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 432 of the Code or Section 305 of ERISA, (g) the occurrence of a “prohibited transaction” (within the meaning of Section 4975 of the Code) with respect to which the Parent Borrower or any Restricted Subsidiary is a “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to which the Parent Borrower or any Restricted Subsidiary could reasonably be expected to have any liability, (h) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of any Pension Plan or Multiemployer Plan or the appointment of a trustee to administer any Pension Plan or (i) any other extraordinary event or condition with respect to a Pension Plan or Multiemployer Plan which could reasonably be expected to result in a Lien or any acceleration of any statutory requirement to fund all or a substantial portion of the unfunded accrued benefit liabilities of such plan.

“EURIBOR Rate” shall mean, with respect to any Eurodollar Borrowing of Tranche B-2 Term Loans for any Interest Period, the rate per annum equal to the Euro interbank offered rate administered by the Banking Federation of the European Union as published by Reuters (or another commercially available source providing quotations of that rate as designated by the Administrative Agent from time to time) on Reuters Page EURIBOR01 (or any replacement Reuters page that displays that rate) at approximately 11:00 a.m., Brussels time, two TARGET Days prior to the commencement of such Interest Period, for Euro deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such rate per annum shall be applied in a manner as otherwise reasonably determined by the Administrative Agent; provided, further, that if the EURIBOR Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“euro” and “€” shall mean the single currency of participating member states of the EMU.

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

“Event of Default” shall have the meaning assigned to such term in Article VII.

“Excess Cash Flow” shall mean, for any fiscal year of the Parent Borrower, an amount, derived solely from the U.S. operations of the Parent Borrower and its Domestic Subsidiaries, repayments (net of

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all Taxes payable upon the repatriation of any such amounts) under the Existing Intercompany Debt (excluding repayments of the proceeds of which are used to repay Revolving Loans made on the Closing Date) and dividends (net of all Taxes payable upon the repatriation of any such amounts) from Foreign Subsidiaries, equal to:


(a)	the sum, without duplication, of:

(i)EBITDA;

(ii)reductions to working capital of the Parent Borrower and its Restricted Subsidiaries (i.e., the decrease, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year), but excluding any such reductions in working capital arising from the acquisition of any Person by the Parent Borrower and/or the Restricted Subsidiaries;

(iii)foreign currency translation gains received in cash related to currency remeasurements of indebtedness (including any net cash gain resulting from hedge agreements for currency exchange risk), to the extent not otherwise included in calculating EBITDA;

(iv)net cash gains resulting in such period from Hedging Obligations and the application of Financial Accounting Standards Codification Topic 815-Derivatives and Hedging (ASC 815) and International Financial Reporting Standards 9-Financial Instruments and their respective pronouncements and interpretations;

(v)extraordinary, unusual or nonrecurring cash gains (other than gains on Dispositions), to the extent not otherwise included in calculating EBITDA; and

(vi)to the extent not otherwise included in calculating EBITDA, cash gains from any sale or disposition outside the ordinary course of business;

minus


(b)	the sum, without duplication, of:

(i)the amount of any Taxes, including Taxes based on income, profits or capital, (or alternative tax in lieu thereof), foreign, state, franchise and similar Taxes, foreign withholding Taxes and foreign unreimbursed value added Taxes (to the extent added in calculating EBITDA), and including penalties and interest on any of the foregoing, in each case, paid in cash by the Parent Borrower and its Restricted Subsidiaries (to the extent not otherwise deducted in calculating EBITDA), including payments made pursuant to any tax sharing agreements or arrangements among the Parent Borrower, its Restricted Subsidiaries and any direct or indirect parent company of the Parent Borrower (so long as such tax sharing payments are attributable to the operations of the Parent Borrower and its Restricted Subsidiaries);

(ii)Consolidated Interest Expense, to the extent payable in cash and not otherwise deducted in calculating EBITDA;

(iii)foreign currency translation losses payable in cash related to currency remeasurements of indebtedness (including any net cash loss resulting from hedge agreements for currency risk), to the extent not otherwise deducted in calculating EBITDA;

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(iv)without duplication of amounts deducted pursuant to clause (xviii) below in a prior fiscal year, Capital Expenditures of, or acquisitions of or expenses incurred to develop intellectual property (to the extent not expensed) by, the Parent Borrower and its subsidiaries made in cash, to the extent not financed with the proceeds of any long-term Indebtedness of the Parent Borrower and its Restricted Subsidiaries;

(v)repayments of long-term Indebtedness (including (A) the principal component of Capitalized Lease Obligations and (B) the amount of repayment of Loans pursuant to Section 2.11 and, to the extent made with the Net Cash Proceeds of a Prepayment Asset Sale that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase, Section 2.13(b), but excluding all other prepayments of the Loans and voluntary prepayments of loans secured on a pari passu basis with the Obligations), made by the Parent Borrower and its Restricted Subsidiaries, but only to the extent that such repayments (x) by their terms cannot be reborrowed or redrawn and (y) are not financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness);

(vi)additions to working capital (i.e., the increase, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year), but excluding any such additions to working capital arising from the acquisition of any Person by the Parent Borrower and/or the Restricted Subsidiaries;

(vii)without duplication of amounts deducted pursuant to clause (xviii) below in a prior fiscal year, the amount of Permitted Investments and Investments made by the Parent Borrower and its Restricted Subsidiaries pursuant to Section 6.03 (other than Permitted Investments in (x) Cash Equivalents and Government Securities and (y) the Parent Borrower or any of its Restricted Subsidiaries), in cash, to the extent such Investments were not financed with the proceeds of any long-term Indebtedness of the Parent Borrower and its Restricted Subsidiaries;

(viii)letter of credit fees paid in cash, to the extent not otherwise deducted in calculating EBITDA;

(ix)extraordinary, unusual or nonrecurring cash charges, to the extent not otherwise deducted in calculating EBITDA;

(x)cash fees and expenses incurred in connection with the Transactions, any Permitted Investment, any Investment permitted under Section 6.03, any disposition not prohibited under Section 6.05, any recapitalization, any Equity Offering, the issuance of any Indebtedness or any exchange, refinancing or other early extinguishment of Indebtedness permitted by this Agreement (in each case, whether or not consummated);

(xi)an amount equal to all cash charges, expenses or losses added to EBITDA pursuant to the definition thereof;

(xii)the amount of management, monitoring, consulting, transactional and advisory fees and related expenses paid to the Sponsor permitted by Section 6.06, to the extent not otherwise deducted in calculating EBITDA;

(xiii)the amount of Restricted Payments made by the Parent Borrower and its Restricted Subsidiaries to the extent permitted by Section 6.03 (other than pursuant to Sections 6.03(a) (to the extent such Restricted Payment is made by utilizing clause (b) of the definition of Restricted Payment Applicable Amount), 6.03(b)(i) (to the extent relating to any other clause of Section 6.03 referred to in the first parenthetical in this clause (xiii)), 6.03(b)(ii)(A), 6.03(b)(ii)(B), 6.03(b)(iii), 6.03(b)(viii), 6.03(b)(x),

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6.03(b)(xiii) (except to the extent relating to a transaction permitted under Section 6.04), 6.03(b)(xviii)(A), and 6.03(b)(xxiv)) to the extent that such Restricted Payments were not financed with the proceeds of any long-term Indebtedness of the Parent Borrower and its Restricted Subsidiaries;

(xiv) cash expenditures in respect of Hedging Obligations (including net cash losses resulting in such period from Hedging Obligations and the application of Financial Accounting Standards Codification Topic 815-Derivatives and Hedging (ASC 815) and International Financial Reporting Standards 9-Financial Instruments and their respective pronouncements and interpretations), to the extent not otherwise deducted in calculating EBITDA;

(xv) to the extent not otherwise deducted in calculating EBITDA, cash losses from any sale or disposition outside the ordinary course of business;

(xvi) cash payments by the Parent Borrower and its Restricted Subsidiaries in respect of long-term liabilities (other than Indebtedness) of the Parent Borrower and its Restricted Subsidiaries;

(xvii) the aggregate amount of expenditures actually made by the Parent Borrower and its Restricted Subsidiaries in cash (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed; and

(xviii) without duplication of amounts deducted from Excess Cash Flow in a prior fiscal year, the aggregate consideration required to be paid in cash by the Parent Borrower and its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such fiscal year relating to Permitted Investments and Investments permitted under Section 6.03 (other than Investments in (x) Cash Equivalents and Government Securities and (y) the Parent Borrower or any of its Restricted Subsidiaries), Capital Expenditures or acquisitions of or expenses incurred to develop intellectual property (to the extent not expensed) to be consummated or made during the period of 4 consecutive fiscal quarters of the Parent Borrower following the end of such fiscal year provided that to the extent the aggregate amount actually utilized to finance such Capital Expenditures, Investments or acquisitions or development of intellectual property during such period of 4 consecutive fiscal quarters is less than the Contract Consideration or to the extent such aggregate amount is financed with the proceeds of any long-term Indebtedness of the Parent Borrower and its Restricted Subsidiaries, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of 4 consecutive fiscal quarters;

provided that, at the option of the Parent Borrower, all such payments made after the applicable fiscal year and prior to the applicable due date of such Excess Cash Flow payment may (without duplication of such amount deducted in any period) be deducted from Excess Cash Flow for such prior fiscal year.

“Excluded Contributions” shall mean net cash proceeds, marketable securities or Qualified Proceeds received by or contributed to the Parent Borrower from:

(a)contributions to its common equity capital, and

(b)the sale (other than to the Parent Borrower or a subsidiary of the Parent Borrower or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Parent Borrower or a subsidiary of the Parent Borrower) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Parent Borrower,

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in each case, designated as Excluded Contributions pursuant to an Officer’s Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation of the Restricted Payment Applicable Amount.

“Excluded Information” has the meaning set forth in Section 2.12(f)(vi).

“Excluded Parties” has the meaning set forth in Section 9.16.

“Excluded Subsidiary” shall mean (a) any subsidiary that is not a Wholly-Owned Subsidiary, (b) any Immaterial Subsidiary, (c) any subsidiary that is prohibited by applicable law or contractual obligations existing on the Closing Date or if later, the date such person becomes a subsidiary (so long as such prohibition is not incurred in contemplation thereof) from guaranteeing the Obligations, (d) any Restricted Subsidiary acquired pursuant to an acquisition permitted by Section 6.03 financed with secured Indebtedness permitted to be incurred pursuant to Section 6.01(b)(xi) (but only to the extent such Indebtedness is otherwise permitted to be secured under clause (ff) of the definition of “Permitted Liens”) and Section 6.01(b)(xviii) and each Restricted Subsidiary thereof that guarantees such Indebtedness; provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary under this clause (d) if such secured Indebtedness is repaid or becomes unsecured or if such Restricted Subsidiary ceases to guarantee such secured Indebtedness, as applicable, (e) any Unrestricted Subsidiary, (f) solely with respect to any Domestic Obligation, (i) any direct or indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary that is a CFC and (ii) any CFC Holdco, (g) any captive insurance subsidiary, (h) any not-for-profit subsidiary, (i) any other subsidiary with respect to which in the reasonable judgment of the Administrative Agent and the Parent Borrower, the cost or other consequences of providing a guarantee of the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom (it being agreed that the cost and other consequences of a Foreign Subsidiary providing a guarantee are excessive in view of the benefits), (j) any Receivables Subsidiary and (k) any subsidiary that is a special purpose entity.

“Excluded Swap Obligation” shall mean, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal or unlawful 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 not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest would otherwise have become effective with respect to such Swap Obligation but for such Guarantor’s failure to constitute an “eligible contract participant” at such time.

“Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party under any Loan Document, (a) income Taxes imposed on (or measured by) such recipient’s net income and franchise (and similar) Taxes imposed on such recipient in lieu of income Taxes, in each case, imposed by a jurisdiction as a result of such recipient being organized in or having its principal office or applicable lending office located in such jurisdiction, or as a result of any other present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising solely from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document) (b) any branch profits Taxes imposed under Section 884(a) of the Code, or any similar Taxes, imposed by any jurisdiction described in clause (a) above, (c) in the case of a Lender (other than an assignee pursuant to a request by the Parent Borrower under Section 2.21(a)), any U.S. federal withholding Tax that is imposed on amounts payable to such Lender in respect of any Loans made to the Parent Borrower pursuant to any law in effect at the time such Lender becomes a party to this Agreement (or designates a new lending office) except to the extent that such Lender (or its assignor, if any) was

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entitled, immediately prior to the designation of a new lending office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding tax pursuant to Section 2.20(a), (d) any withholding Tax that is attributable to such recipient’s failure to comply with Section 2.20(e) or and (e) any United States federal Taxes imposed by FATCA. For the avoidance of doubt, the term “Lender” shall, for purposes of this definition of Excluded Taxes, include any Issuing Bank or Swingline Lender.

“Existing Credit Agreement” shall mean that certain Credit Agreement dated as of June 29, 2007, among the Parent Borrower and the foreign subsidiary borrowers from time to time party thereto, as borrowers thereunder, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the other agents party thereto.

“Existing Debt” shall mean Indebtedness outstanding under (i) the Existing Credit Agreement (other than letters of credit which constitute Existing Letters of Credit outstanding under such agreement) and (ii) the Parent Borrower’s 7.25% Senior Notes due 2017.

“Existing Intercompany Debt” shall mean the intercompany Indebtedness among the Parent Borrower and its Foreign Subsidiaries outstanding on the Closing Date and identified as such on Schedule 6.01.

“Existing Letters of Credit” shall mean all letters of credit outstanding on the Closing Date as more fully described on Schedule 1.01(c).

“Existing Senior Notes” shall mean the Parent Borrower’s 4.625% Senior Notes due 2022 (and includes any Refinancing Indebtedness in respect thereof permitted by Section 6.01 and any notes issued in exchange or replacement of any of the foregoing on substantially identical terms).

“Existing Senior Notes Documentation” shall mean any indenture governing the Existing Senior Notes and all documentation delivered pursuant thereto.

“Extended Revolving Credit Commitment” shall have the meaning set forth in Section 2.25(a).

“Extended Revolving Loan” shall mean a Revolving Loan whose Revolving Credit Maturity Date has been extended pursuant to Section 2.25(a).

“Extended Term Loans” shall have the meaning set forth in Section 2.25(a).

“Extension” has the meaning set forth in Section 2.25(a).

“Extension Offer” has the meaning set forth in Section 2.25(a).

“FATCA” shall mean Sections 1471 through 1474 of the Code as in effect on the date hereof, or any amended or successor version that is substantively comparable and not materially more onerous to comply with, the U.S. Treasury Regulations and official published guidance with respect thereto, whether in existence on the date hereof or promulgated thereafter, any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above) and any intergovernmental agreement (or related laws, regulations or official administrative practices) implementing the foregoing.

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York; provided that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for

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such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent; provided, further, that if the Federal Funds Effective Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Fee Letters” shall mean the Fee Letters, each dated the Closing Date, between the Parent Borrower and each Arranger.

“Fees” shall mean the Commitment Fee, the Administration Fee, the L/C Participation Fee and the Issuing Bank Fee.

“Financial Officer” of any Person shall mean the chief executive officer, the president, chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller of such Person.

“First Amendment” shall mean that certain First Amendment to Credit Agreement, dated as of November 23, 2016, by and among the Parent Borrower, the Guarantors, the Lenders party thereto and the Administrative Agent.

“First Amendment Effective Date” shall have the meaning assigned to such term in the First Amendment.

“First Lien Net Leverage Ratio” shall mean, the ratio of (i) (A) Consolidated Indebtedness of the Parent Borrower and its Restricted Subsidiaries on such date that is secured by a Lien on any assets of the Parent Borrower or any of its Restricted Subsidiaries (other than (i) Indebtedness subordinated in right of payment to the Obligations and (ii) secured Indebtedness to the extent such Lien is on Collateral and ranks junior to the corresponding Lien securing the Obligations) minus (B) the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of the Parent Borrower and its Restricted Subsidiaries and held by the Parent Borrower and its Restricted Subsidiaries as of such date of determination, as determined in accordance with GAAP to (ii) EBITDA of the Parent Borrower and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which Section 5.04 Financials have been delivered to the Administrative Agent.

“Fixed Charges” shall mean, with respect to any Person for any period, the sum, without duplication, of:

(a)Consolidated Interest Expense (excluding all non-cash interest expense and amortization/accretion of original issue discount) of such Person and Restricted Subsidiaries for such period; plus

(b)all cash dividends or other distributions paid to any Person other than such Person or any such subsidiary (excluding items eliminated in consolidation) on any series of Preferred Stock of the Parent Borrower or a Restricted Subsidiary during such period; plus

(c)all cash dividends or other distributions paid to any Person other than such Person or any such subsidiary (excluding items eliminated in consolidation) on any series of Disqualified Stock of the Parent Borrower or a Restricted Subsidiary during such period.

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

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“Foreign Lender” shall mean any Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“Foreign Obligations” shall mean the unpaid principal of and interest on the Loans and all other obligations and liabilities of any Foreign Subsidiary Borrower to the Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document and the Letters of Credit and whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or any Lender that are required to be paid pursuant hereto or any other Loan Document and including interest, fees and other amounts accruing after the maturity of the Loans and L/C Disbursements and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to a Loan Party, whether or not a claim for post-filing or post-petition interest or such fess or other amounts are allowed in such proceeding) or otherwise.

“Foreign Plan” shall mean any pension plan, fund or other similar program (other than a government-sponsored plan) that (a) primarily covers employees of any Loan Party and/or any of its Restricted Subsidiaries who are employed outside of the United States and (b) is subject to any statutory funding requirement as to which the failure to satisfy results in a Lien or other statutory requirement permitting any governmental authority to accelerate the obligation of the Parent Borrower or any Restricted Subsidiary to fund all or a substantial portion of the unfunded, accrued benefit liabilities of such plan.

“Foreign Subsidiary” shall mean, with respect to any Person, (a) any subsidiary of such Person that is organized and existing under the laws of any jurisdiction other than the United States, any state thereof or the District of Columbia.

“Foreign Subsidiary Borrower” shall mean any Foreign Subsidiary which is listed as a Foreign Subsidiary Borrower on Schedule B, as such schedule may be amended from time to time pursuant to Section 9.08(g) (including, without limitation, the delivery of the documents required by Section 9.08(g)); provided that, with respect to each such listed Foreign Subsidiary, its status as a Foreign Subsidiary Borrower hereunder shall not be effective until such Foreign Subsidiary and its subsidiaries shall have become a Grantor, to the extent applicable, under and as defined in the Guarantee and Collateral Agreement or shall otherwise have entered into collateral and security documents reasonably satisfactory to the Administrative Agent and providing, to the extent reasonably practicable under relevant law, substantially the equivalent of the lien and security interests contemplated to be provided by Grantors under the Guarantee and Collateral Agreement.

“Foreign Subsidiary Borrower Sublimit” shall have the meaning assigned to such term in Section 2.01(ca)(iii).

“Foreign Subsidiary Reorganization” shall mean the reorganization of the Parent Borrower’s Foreign Subsidiaries (including the creation of a new holding company subsidiary to hold substantially all of the capital stock of the Parent Borrower’s Foreign Subsidiaries).

“Fronting Exposure” shall mean, at any time there is a Defaulting Lender, (a) with respect to the Issuing Banks, such Defaulting Lender’s Pro Rata Percentage of the outstanding L/C Exposure other than L/C Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swingline Lender, such Defaulting Lender’s Pro Rata Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

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

“GAAP” shall mean United States generally accepted accounting principles in effect on the date of this Agreement, except for any reports required to be delivered pursuant to Section 5.04(a) and (b), which shall be prepared in accordance with GAAP in effect on the date thereof, except as provided below. At any time after adoption of IFRS by the Parent Borrower for its financial statements and reports for all financial reporting purposes, the Parent Borrower may elect to apply IFRS for all purposes of this Agreement, in lieu of GAAP, and, upon any such election, references herein to GAAP shall be construed to mean IFRS as in effect on the date of the election (except for any reports required to be delivered under Section 5.04(a) and (b), which shall be prepared in accordance with IFRS in effect on the date thereof) from time to time; provided that (1) any such election once made shall be irrevocable (and shall only be made once), (2) all financial statements and reports required to be provided after such election pursuant to this Agreement shall be prepared on the basis of IFRS and (3) from and after such election, all ratios, computations and other determinations (A) based on GAAP contained in this Agreement shall be computed in conformity with IFRS and (B) in this Agreement that require the application of GAAP for periods that include fiscal quarters ended prior to the Parent Borrower’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Parent Borrower shall give written notice of any election to the Administrative Agent within 15 days of such election. For the avoidance of doubt, solely making an election (without any other action) referred to in this definition will not be treated as an incurrence of Indebtedness.

“Government Securities” shall mean securities that are:

(a)(1) direct obligations of any country that is a member of the European Monetary Union whose long-term debt is rated “A-1” or higher by Xxxxx’x or “A+” or higher by S&P or the equivalent rating category of another internationally recognized rating agency on the date hereof, for the payment of which the full faith and credit of such country is pledged and (2) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(b)obligations of a Person controlled or supervised by and acting as an agency or instrumentality of any country referred to in clause (a), the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by such country, which, in either case, are not callable or redeemable at the option of the issuer thereof.

“Governmental Authority” shall mean the government of the United States of America or any other nation, any political subdivision thereof, whether state, local or otherwise, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Granting Lender” shall have the meaning assigned to such term in Section 9.04(i).

“Grantor” shall mean shall have the meaning assigned to such term in the Guarantee and Collateral Agreement.

“guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness or other obligations. When used as a verb, “guarantee” shall have a corresponding meaning.

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“Guarantee” means any guarantee of the obligations of the Borrowers under this Agreement and other Loan Documents by a Guarantor in accordance with the provisions of this Agreement and the other Loan Documents. When used as a verb, “Guarantee” shall have a corresponding meaning.

“Guarantee and Collateral Agreement” shall mean the Guarantee and Collateral Agreement, substantially in the form of Exhibit D, among the Loan Parties party thereto and the Collateral Agent for the benefit of the Secured Parties.

“Guarantors” shall mean Holdings and the Subsidiary Guarantors (and, in the case of any Foreign Obligation, the Parent Borrower).

“Hazardous Materials” shall mean any material, substance or waste classified, characterized or regulated as “hazardous,” “toxic,” “pollutant,” “contaminant” or words of similar import and regulatory effect under any Environmental Laws, including petroleum, petroleum products or asbestos.

“Hedging Obligations” shall mean, with respect to any Person, the obligations of such Person under any (a) currency exchange, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer of mitigation of interest rate or currency risks either generally or under specific contingencies and (b) other agreements or arrangements, in each case designed to manage, hedge or protect such Person with respect to fluctuations in currency exchange, interest rates or commodity, raw material, utility or energy prices.

“Holdings” shall mean VWR Corporation, a Delaware corporation and the direct parent of the Parent Borrower and shall include any successors to such Person or assigns.

“Identified Participating Lenders” has the meaning set forth in Section 2.12(f)(iii)(3).

“Identified Qualifying Lenders” has the meaning set forth in Section 2.12(f)(iv)(3).

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board.

“Immaterial Subsidiary” shall mean all Restricted Subsidiaries of the Parent Borrower (other than any Foreign Subsidiary Borrower) for which (a) (i) the assets of such Restricted Subsidiary constitute less than 2.5% of Total Assets and (ii) the EBITDA of such Restricted Subsidiary accounts for less than 2.5% of the EBITDA of the Parent Borrower and its Restricted Subsidiaries on a consolidated basis and (b) thereafter, (i) the assets of all relevant Restricted Subsidiaries constitute 5.0% or less of Total Assets, and (ii) the EBITDA of all relevant Restricted Subsidiaries accounts for less than 5.0% of EBITDA of the Parent Borrower and its Restricted Subsidiaries on a consolidated basis. The Immaterial Subsidiaries as of the Closing Date are listed on Schedule 1.01(d).

“Incremental Amendment” shall have the meaning assigned to such term in Section 2.24(b).

“Incremental Cap” shall have the meaning assigned to such term in Section 2.24(a).

“Incremental Equivalent Debt” shall have the meaning assigned to such term in Section 6.01(b)(ii).

“Incremental Equivalent Debt Conditions” shall have the meaning assigned to such term in Section 6.01(b)(ii).

“Incremental Facility Closing Date” shall have the meaning assigned to such term in Section 2.24(b).

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“Incremental Revolving Credit Commitments” shall have the meaning assigned to such term in Section 2.24(a).

“Incremental Revolving Loan” shall mean any loan funded pursuant to an Incremental Revolving Credit Commitment.

“Incremental Term Loans” shall have the meaning assigned to such term in Section 2.24(a).

“Indebtedness” shall mean, with respect to any Person, without duplication:

(a)any indebtedness (including principal and premium) of such Person, whether or not contingent:

(i)in respect of borrowed money;

(ii)evidenced by bonds, notes, debentures or similar instruments;

(iii)evidenced by letters of credit, bank guarantees or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(iv)Capitalized Lease Obligations;

(v)representing the balance deferred and unpaid of the purchase price of any property (other than Capitalized Lease Obligations), except (A) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, (B) liabilities accrued in the ordinary course of business and (C) earn-outs and other contingent payments in respect of acquisitions except to the extent that the liability on account of any such earn-outs or contingent payment becomes fixed; or

(vi)representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit, bank guarantees, bankers’ acceptances and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(b)to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (a) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(c)to the extent not otherwise included, the obligations of the type referred to in clause (a) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (x) Contingent Obligations incurred in the ordinary course of business, (y) items that would appear as a liability on a balance sheet prepared in accordance with GAAP as a result of the application of EITF 97-10, “The Effect of Lessee Involvement in Asset Construction”, and (z) obligations under or in respect of Receivables Facilities. The amount of Indebtedness of any person under clause (c) above shall be deemed to equal the lesser of (x) the aggregate unpaid amount of such Indebtedness secured by such Lien and (y) the fair market value of the property encumbered thereby as determined by such person in good faith.

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“Indemnified Taxes” shall mean all Taxes other than Excluded Taxes and Other Taxes.

“Indemnitee” shall have the meaning assigned to such term in Section 9.05(b).

“Independent Financial Advisor” shall mean an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Parent Borrower, qualified to perform the task for which it has been engaged.

“Insolvency Proceedings” shall mean, with respect to any Person, any case or proceeding with respect to such Person under U.S. federal bankruptcy laws or any other state, federal or foreign bankruptcy, insolvency, reorganization, liquidation, receivership, or other similar law, or the appointment, whether at common law, in equity or otherwise, of any trustee, custodian, receiver, liquidator or the like for all or any material portion of the property of such Person.

“Intellectual Property Security Agreement” shall mean any of the following agreements executed on or after the Closing Date (a) a Trademark Security Agreement substantially in the form of Exhibit F-1, (b) a Patent Security Agreement substantially in the form of Exhibit F-2 or (c) a Copyright Security Agreement substantially in the form of Exhibit F-3.

“Interest Payment Date” shall mean (a) with respect to any ABR Loan (including any Swingline Loan), the last day of each March, June, September and December, commencing December 31, 2015 and2015, (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to such Loan and, in the case of a Eurodollar Borrowing with an Interest Period of more than 3 months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of 3 months’ duration been applicable to such Borrowing and (c) with respect to any Tranche B-1 Term Loan, the First Amendment Effective Date.

“Interest Period” shall mean (a) with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 (or 12, with the consent of all of the relevant Lenders) months (or such other periods acceptable to the Lenders) thereafter, as the relevant Borrower may elect; provided, however, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) all Tranche B-2 Term Loans made pursuant to Section 2.01(b), including those converted from Converted Tranche B-1 Term Loans, shall have the same Interest Period as in effect for the Tranche B-1 Term Loans on the First Amendment Effective Date and (b) with respect to any BA Rate Loan, the applicable BA Interest Period. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Investment Grade Rating” shall mean a rating equal to or higher than Baa3 (or the equivalent) by Xxxxx’x and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” shall mean:

(a)securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(b)debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Parent Borrower and its subsidiaries;

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(c)investments in any fund that invests exclusively in investments of the type described in clauses (a) and (b) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(d)corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” shall mean, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances, issuances of letters of credit, bank guarantees or similar financial accommodations or capital contributions (excluding accounts receivable, trade credit, management fees, advances to customers, commission, travel, entertainment, relocation, payroll and similar advances to directors, officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions (in one transaction or a series of transactions, including by way of merger) 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, purchases or other acquisitions of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. The amount of any Investment shall be deemed to be the amount actually invested, without adjustment for subsequent increases or decreases in value but giving effect to any returns or distributions received by such Person with respect thereto. For purposes of the definition of “Unrestricted Subsidiary” and Section 6.03:

(a)“Investments” shall include the portion (proportionate to the Parent Borrower’s direct or indirect equity interest in such subsidiary) of the fair market value of the net assets of a subsidiary of the Parent Borrower at the time that such subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such subsidiary as a Restricted Subsidiary, the Parent Borrower or applicable Restricted Subsidiary shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a)the Parent Borrower’s direct or indirect “Investment” in such subsidiary at the time of such redesignation; less

(b)the portion (proportionate to the Parent Borrower’s direct or indirect equity interest in such subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(b)any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Parent Borrower.

“Issuing Bank” shall mean, as the context may require, (a) Citibank, N.A., acting through any of its Affiliates or branches, in its capacity as the issuer of Letters of Credit hereunder, (b) Bank of America, N.A., in respect of the Existing Letters of Credit and (c) any other Person that may become an Issuing Bank pursuant to Section 2.23(i) or 2.23(k), with respect to Letters of Credit issued at the time such Person was a Lender; provided further that, if any Extended Revolving Credit Commitments are effected in accordance with Section 2.25, then on the occurrence of a Revolving Credit Maturity Date (each, an “Issuing Bank/Swing Line Termination Date”), each Issuing Bank at such time shall have the right to resign as an Issuing Bank on the respective Issuing Bank/Swing Line Termination Date, in each case upon not less than ten (10) days’ prior written notice thereof to the Borrowers and the Administrative Agent and, in the event of any such resignation and upon the effectiveness thereof, the respective entity so resigning shall retain all of its rights hereunder and under the other Loan Documents as an Issuing Bank with respect to all Letters of Credit theretofore issued by it (which Letters of Credit shall remain outstanding in accordance with the terms hereof until their respective expirations) but shall

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not be required to issue any further Letters of Credit hereunder. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates or branches of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate or branch with respect to Letters of Credit issued by such Affiliate or branch. Notwithstanding anything else to the contrary in this Agreement, other than with respect to the Existing Letters of Credit, each Issuing Bank shall not be obligated to issue (but may issue) Letters of Credit in an aggregate principal amount in excess of such Issuing Bank’s pro rata portion (based on the Revolving Credit Commitments of such Issuing Bank) of the Letter of Credit Sublimit.

“Issuing Bank Fees” shall have the meaning assigned to such term in Section 2.05(c).

“Issuing Bank/Swing Line Termination Date” shall have the meaning given to that term in the definition of “Issuing Bank.”

“Judgment Currency” shall have the meaning specified in Section 9.15(d).

“Junior Financing” shall mean any Subordinated Indebtedness which is Material Indebtedness.

“Junior Financing Documentation” shall mean any indenture and/or other agreement pertaining to Junior Financing and all documentation delivered pursuant thereto.

“L/C Backstop” shall mean, in respect of any Letter of Credit, (a) a letter of credit delivered to the applicable Issuing Bank which may be drawn by such Issuing Bank to satisfy any obligations of the Borrowers in respect of such Letter of Credit or (b) cash or Cash Equivalents deposited with such Issuing Bank to satisfy any obligation of the Borrowers in respect of such Letter of Credit, in each case, in an amount equal to the Dollar Equivalent of the undrawn face amount of such Letter of Credit and otherwise on terms and pursuant to arrangements (including, if applicable, any appropriate reimbursement agreement) reasonably satisfactory to such Issuing Bank.

“L/C Commitment” shall mean the commitment of an Issuing Bank to issue Letters of Credit pursuant to Section 2.23.

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

“L/C Exposure” shall mean the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time and (b) the aggregate principal amount of all L/C Disbursements that have not yet been reimbursed at such time, in each case, calculated using the Dollar Equivalent at such time of all outstanding Letters of Credit denominated in an Alternative Currency. The L/C Exposure of any Revolving Credit Lender at any time shall equal its Pro Rata Percentage of the aggregate L/C Exposure at such time.

“L/C Participation Fee” shall have the meaning assigned to such term in Section 2.05(c).

“LCA Election” shall have the meaning assigned to such term in Section 1.11(d).

“LCA Test Date” shall have the meaning assigned to such term in Section 1.11(d).

“Lender Default” shall mean (i) the refusal or failure of any Revolving Credit Lender to make available its portion of any incurrence of Revolving Loans or participations in Letters of Credit or Swingline Loans when required hereunder, which refusal or failure is not cured within one Business Day after the date of such refusal or failure; (ii) the failure of any Lender to pay over to the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute; (iii) the notification by a Lender to the Borrower or the Administrative Agent that such Lender does not

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intend or expect to comply with any of its funding obligations hereunder or a public statement by a Lender to that effect with respect to such Lender’s funding obligations hereunder; (iv) the failure by a Lender to confirm in a manner reasonably satisfactory to the Administrative Agent that such Lender will comply with such Lender’s obligations hereunder; or (v) the admission in writing by a Distressed Person that it is insolvent or such Distressed Person becoming subject to a Lender-Related Distress Event.

“Lender Presentation” shall mean the lender presentation dated September 9, 2015, relating to the syndication of the initial Credit Facilities.

“Lender-Related Distress Event” shall mean, with respect to any Lender, that such Lender or any Person that directly or indirectly controls such Lender (each, a “Distressed Person”), as the case may be, is or becomes subject to a voluntary or involuntary case with respect to such Distressed Person under any debt relief law, or a custodian, conservator, receiver, or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person, or any Person that directly or indirectly controls such Distressed Person is subject to a forced liquidation or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt; provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interests in any Lender or any Person that directly or indirectly controls such Lender by a Governmental Authority or an instrumentality thereof.

“Lenders” shall mean the lenders in respect of any Credit Facility from time to time party hereto. Unless the context indicates otherwise, the term “Lenders” shall include the Issuing Banks and the Swingline Lender.

“Letter of Credit” shall mean any letter of credit issued (or, in the case of an Existing Letter of Credit, deemed issued) pursuant to Section 2.23.

“Letter of Credit Application” shall have the meaning assigned to such term in Section 2.23(b).

“Letter of Credit Expiration Date” shall have the meaning assigned to such term in Section 2.23(c).

“Letter of Credit Sublimit” shall have the meaning assigned to such term in the recitals.

“LIBO Rate” shall mean, with respect to any Eurodollar Borrowing of any currency (other than any Eurodollar Borrowing of Tranche B-2 Term Loans) for any Interest Period, the rate per annum equal to the ICE Benchmark Administration Limited LIBOR Rate (“ICE LIBOR”), as published by Reuters (or another commercially available source providing quotations of ICE LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the commencement of such Interest Period for a period equal to such Interest Period (or on the first day of such Interest Period in the case of any LIBO Rate Loan denominated in Sterling); provided that to the extent such market practice is not administratively feasible for the Administrative Agent, the LIBO Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent; provided, further, that if the LIBO Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“Lien” shall mean, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof and any other agreement to give a security interest in such asset; provided that in no event shall an operating lease be deemed to constitute a Lien.

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“Limited Condition Acquisition” means any permitted acquisition of or permitted Investment in any assets, business or Person, in each case the consummation of which is not conditioned on the availability of, or on obtaining, third party financing, and which is designated as such by the Parent Borrower in a written notice to the Administrative Agent on or prior to the date on which the definitive agreements for such transaction are entered into.

“Limited Non-Guarantor Debt Exceptions” shall have the meaning assigned to such term in Section 6.01(g).

“Loan Documents” shall mean, collectively, (i) this Agreement, (ii) the Notes, (iii) the Security Documents, (iv) any Refinancing Amendment, Incremental Amendment or Extension Offer, (v) any intercreditor agreement contemplated hereby, (vi) any amendment or joinder to this Agreement (including the First Amendment), (vii) the Fee Letters and (viii) each other agreement that the Parent Borrower and the Administrative Agent (or the Required Lenders) designate in writing as a Loan Document.

“Loan Parties” shall mean the Borrowers and the Guarantors.

“Loans” shall mean the Revolving Loans, the Term Loans and the Swingline Loans.

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

“Material Adverse Effect” shall mean a material adverse effect (a) on the business, operations, assets, financial condition or results of operations of the Parent Borrower and its Restricted Subsidiaries, taken as a whole or (b) on any material rights and remedies of the Administrative Agent and the Lenders under the Loan Documents, taken as a whole.

“Material Indebtedness” shall mean Indebtedness (other than the Loans and Letters of Credit), or Hedging Obligations, of any one or more of the Parent Borrower and its Restricted Subsidiaries in an aggregate principal amount greater than or equal to $50,000,000. For purposes of determining “Material Indebtedness,” the “principal amount” of the obligations of the Parent Borrower or any Restricted Subsidiary in respect of any Hedging Obligation at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Parent Borrower or such Restricted Subsidiary would be required to pay if the relevant hedging agreement were terminated at such time.

“Maximum Rate” shall have the meaning assigned to such term in Section 9.09.

“Minimum Currency Threshold” shall mean (a) in the case of ABR Loans, $2,000,000 or an integral multiple of $1,000,000 in excess thereof, (b) in the case of Eurodollar Loans denominated in Dollars, $5,000,000 or an integral multiple of $1,000,000 in excess thereof, (c) in the case of Revolving Loans denominated in euro, €1,000,000 or an integral multiple of €1,000,000 in excess thereof, (d) in the case of Term Loans denominated in euro, €2,500,000 or an integral multiple of €500,000 in excess thereof, (e) in the case of Loans denominated in Sterling, £1,000,000 or an integral multiple of £500,000 in excess thereof, (f) in the case of Loans denominated in Canadian Dollars, C$1,000,000 or an integral multiple of C$1,000,000 in excess thereof and (g) in the case of Loans denominated in any other Alternative Currency, such Alternative Currency equivalent of $1,000,000 or an integral multiple of such Alternative Currency equivalent of $1,000,000 in excess thereof.

“MFN Adjustment” shall have the meaning set forth in Section 2.24(d).

“Minimum Extension Condition” shall have the meaning set forth in Section 2.25(b).

“Moody’s” shall mean Xxxxx’x Investors Service, Inc., or any successor thereto.

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“Mortgaged Properties” shall mean each parcel of fee owned real property located in the United States with a book value as reasonably estimated by the Parent Borrower in excess of $10,000,000 and improvements thereto with respect to which a Mortgage is granted pursuant to Section 5.09 or Section 5.10 to secure the Obligations.

“Mortgages” shall mean the mortgages, deeds of trust and other security documents granting a Lien on any fee owned real property or interest therein to secure the Secured Obligations, each in a form reasonably satisfactory to the Collateral Agent.

“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA under which any Loan Party or any ERISA Affiliate has any obligation or liability (contingent or otherwise).

“Net Cash Proceeds” shall mean (a) with respect to any Disposition or Property Loss Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds subsequently received (as and when received) in respect of deferred payments or noncash consideration initially received, net of any costs relating to the disposition thereof), net of (i) out-of-pocket expenses incurred (including reasonable and customary broker’s fees or commissions, investment banking, consultant, legal, accounting or similar fees, survey costs, title insurance premiums, and related search and recording charges, transfer, deed, recording and similar taxes incurred by the Parent Borrower and its Restricted Subsidiaries in connection therewith), and the Parent Borrower’s good faith estimate of Taxes paid or payable (including payments under any tax sharing agreement or arrangement of the type described in clause (b)(i) of the definition of “Excess Cash Flow”), in connection with such Disposition or such Property Loss Event (including, in the case of any such Disposition or Property Loss Event in respect of property of any Foreign Subsidiary, Taxes payable upon the repatriation of any such proceeds), (ii) amounts provided as a reserve, in accordance with GAAP, against any (x) liabilities under any indemnification obligations or purchase price adjustment associated with such Disposition and (y) other liabilities associated with the asset disposed of and retained by the Parent Borrower or any of its Restricted Subsidiaries after such disposition, including pension and other post-employment benefit liabilities and liabilities related to environmental matters (provided that to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds), (iii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness or other obligation which is secured by a Lien on the asset sold that (A) has priority over the Lien securing the Obligations and which is repaid (other than Indebtedness hereunder) or (B) is required to be repaid and is repaid pursuant to intercreditor arrangements entered into by the Administrative Agent or the Collateral Agent and (iv) in the case of any such Disposition or Property Loss Event by a non-Wholly-Owned Restricted Subsidiary, the pro rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (iv)) attributable to minority interests and not available for distribution to or for the account of the Parent Borrower or a wholly owned Restricted Subsidiary as a result thereof and (b) with respect to any incurrence of Indebtedness, the cash proceeds thereof, net of all Taxes (including, in the case of such Indebtedness incurred by a Foreign Subsidiary, Taxes payable upon the repatriation of any such proceeds) and customary fees, commissions, costs and other expenses incurred by the Parent Borrower and its Restricted Subsidiaries in connection therewith.

“New York Process Agent” shall have the meaning assigned to such term in Section 9.15(e).

“Non-Bank Certificate” shall have the meaning assigned to such term in Section 2.20(e)(ii)(C).

“Non-Consenting Lenders” shall have the meaning assigned to such term in Section 2.21.

“Non-Converting Consenting Lender” means a Tranche B-1 Term Loan Lender that has elected to be a “Non-Converting Consenting Lender” on its signature page to the First Amendment.

“Non-Debt Fund Affiliate” means any Affiliate of Holdings, including Holdings or any of its subsidiaries, but excluding (a) any Debt Fund Affiliate and (b) any natural person.

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“Note” shall have the meaning specified in Section 2.04(e).

“Notice of Intent to Cure” shall have the meaning specified in Section 7.02(a).

“Not Otherwise Applied” shall mean, with reference to any amount of Net Cash Proceeds of any transaction or event, that such amount was both (a) not required to be applied to prepay the Loans pursuant to Section 2.13, and (b) not previously applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was (or may have been) contingent on receipt of such amount or utilization of such amount for a specified purpose. The Borrowers shall promptly notify the Administrative Agent of any application of such amount as contemplated by clause (b) above.

“Obligations” shall mean the Domestic Obligations and the Foreign Obligations.

“OFAC” shall mean the Office of Foreign Assets Control of the U.S. Treasury Department.

“Offered Amount” has the meaning set forth in Section 2.12(f)(iv)(1).

“Offered Discount” has the meaning set forth in Section 2.12(f)(iv)(1).

“Officer’s Certificate” shall mean a certificate signed on behalf of the Parent Borrower by a Responsible Officer of the Parent Borrower.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Opinion of Counsel” shall mean a written opinion from legal counsel who is reasonably acceptable to the Administrative Agent. The counsel may be an employee of or counsel to the Borrowers or the relevant Agent.

“Other Taxes” shall mean all present or future stamp, court, filing, recording, documentary, intangible or similar Taxes arising from the execution, delivery, registration or enforcement of, or otherwise with respect to, any Loan Document.

“Parent Borrower” shall have the meaning assigned to such term in the preamble.

“Participating Lender” shall have the meaning set forth in Section 2.12(f)(iii)(2).

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Pension Event” shall mean (a) the whole or partial withdrawal of a Loan Party or any Restricted Subsidiary from a Foreign Plan during a Foreign Plan year, (b) the filing or a notice of interest to terminate in whole or in part a Foreign Plan or the treatment of a Foreign Plan amendment as a termination or partial termination, (c) the institution of proceedings by any Governmental Authority to terminate in whole or in part or have a trustee appointed to administer a Foreign Plan, (d) any other event or condition which might constitute grounds for the termination of, winding up or partial termination or winding up or the appointment of a trustee to administer, any Foreign Plan, (e) the failure to satisfy any statutory funding requirement, (f) the adoption of any amendment to a Foreign Plan that would require the provision of security pursuant to applicable law or (g) any other extraordinary event or condition with

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respect to a Foreign Plan which could reasonably be expected to result in a Lien or any acceleration of any statutory requirement to fund all or a substantial portion of the unfunded accrued benefit liabilities of such plan.

“Pension Plan” shall mean any employee pension benefit plan as defined in Section 3(2) of ERISA (other than a Multiemployer Plan or Foreign Plan) that is subject to Title IV of ERISA and/or Section 412 of the Code or Section 302 of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has any obligation or liability (contingent or otherwise).

“Perfection Certificate” shall mean a perfection certificate executed by the Loan Parties in a form reasonably approved by the Collateral Agent, as the same shall be supplemented from time to time.

“Permitted Asset Swap” shall mean, to the extent allowable under Section 1031 of the Code, the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets (excluding any boot thereon) between the Parent Borrower or any of its Restricted Subsidiaries and another Person.

“Permitted First Priority Refinancing Debt” means any secured Indebtedness (including any Registered Equivalent Notes) incurred by the Parent Borrower or any other Loan Party in the form of one or more series of senior secured notes; provided that (i) such Indebtedness is subject to intercreditor arrangements reasonably satisfactory to the Collateral Agent and is not secured by any property or assets of Holdings, the Parent Borrower or any Restricted Subsidiary other than the Collateral, except to the extent permitted by the applicable intercreditor agreement, (ii) such Indebtedness is not at any time guaranteed by any Person that is not a Guarantor and (iii) except in the case of any such Indebtedness in the form of a bridge loan intended to be refinanced with a securities offering the maturity date of which provides for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than the then latest Term Loan Maturity Date at the time such Indebtedness is incurred or issued, such Indebtedness does not mature prior to the date that is the then latest Term Loan Maturity Date, or have a Weighted Average Life to Maturity less than the Weighted Average Life to Maturity of, any Term Loan outstanding at the time such Indebtedness is incurred or issued. Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“Permitted Investments” shall mean:

(a)any Investment in the Parent Borrower or any of its Restricted Subsidiaries; provided that the aggregate amount of all Investments made by Loan Parties in Restricted Subsidiaries that are not Loan Parties made pursuant to this clause (a) shall not exceed at any time outstanding the sum of (i) the greater of (A) $150,000,000 and (B) 3.75% of Total Assets and (ii) the Net Cash Proceeds from any Disposition or Property Loss Event which are not required to be used prior to such time to prepay Term Loans or reinvested (other than in reliance on this clause (a)) pursuant to Section 2.13(b); provided, further, that any Investment in a Restricted Subsidiary that is not a Loan Party made pursuant to this clause (a) shall not be subject to the immediately preceding proviso if such Restricted Subsidiary subsequently becomes a Loan Party;


(b)	any Investment in cash and Cash Equivalents or Investment Grade Securities;

(c)any Investment by the Parent Borrower or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(i)such Person becomes a Loan Party; or

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(ii)such Person, in one transaction or a series of related transactions, is merged or consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, a Loan Party,

and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(d)any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with a Disposition made pursuant to Section 6.05 or any other disposition of assets not constituting a Disposition;

(e)any Investment existing on the Closing Date or made pursuant to binding commitments in effect on the Closing Date, or an Investment consisting of any extension, modification or renewal of any Investment existing on the Closing Date; provided that the amount of any such Investment may be increased (i) as required by the terms of such Investment as in existence on the Closing Date or (ii) as otherwise permitted under this Agreement;

(f)any Investment acquired by the Parent Borrower or any of its Restricted Subsidiaries:

(i)in exchange for any other Investment or accounts receivable held by the Parent Borrower or any such Restricted Subsidiary in connection with or as a result of a bankruptcy workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or

(ii)as a result of a foreclosure by the Parent Borrower or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(g)Hedging Obligations permitted under Section 6.01(b)(ix);

(h)Loans repurchased by the Parent Borrower or a Restricted Subsidiary, or purchased by Holdings and contributed to the Parent Borrower, pursuant to and in accordance with Section 2.12(f) or Section 9.04, so long as such Loans are immediately cancelled;

(i)Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Parent Borrower or any of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the Restricted Payment Applicable Amount;

(j)Indebtedness permitted under Section 6.01, performance guaranties consistent with past practice or required under applicable Requirements of Law or pursuant to any statutory filing and Liens permitted by Section 6.02;

(k)any transaction to the extent it constitutes an Investment that is permitted and made in accordance with Section 6.06;

(l)Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(m)additional Investments having an aggregate amount, taken together with all other Investments made pursuant to this clause (m) that are at the time outstanding, not to exceed the greater of $175,000,000 and 4.375% of Total Assets; provided, further, that any Investment in a Person that is not a Loan Party made pursuant to this clause (m) shall be deemed permitted under

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clause (a) above (without giving effect to the provisos thereto) and shall not be included as having been made pursuant to this clause (m) if such Person subsequently becomes a Loan Party;

(n)Investments relating to a Receivables Subsidiary that, in the good faith determination of the Parent Borrower, are necessary or advisable to effect any Receivables Facility;

(o)loans and advances to, or guarantees of Indebtedness of, directors, employees, officers and consultants not in excess of the greater of $20,000,000 and 0.5% of Total Assets outstanding at any one time, in the aggregate;

(p)loans and advances to officers, directors and employees for moving or relocation expenses and other similar expenses, in each case incurred in the ordinary course of business or to fund such Person’s purchase of Equity Interests of the Parent Borrower or any direct or indirect parent company thereof;

(q)Investments in the ordinary course of business consisting of endorsements for collection or deposit;

(r)additional Investments in joint ventures in an aggregate amount not to exceed the greater of $30,000,000 and 0.75% of Total Assets at any time outstanding;

(s)loans and advances relating to indemnification or reimbursement of any officers, directors or employees in respect of liabilities relating to their serving in any such capacity or as otherwise specified in Section 6.06;

(t)Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business;

(u)Investments in industrial development or revenue bonds or similar obligations secured by assets leased to and operated by the Parent Borrower or any of its subsidiaries that were issued in connection with the financing of such assets, so long as the Parent Borrower or any such subsidiary may obtain title to such assets at any time by optionally canceling such bonds or obligations, paying a nominal fee and terminating such financing transaction;

(v)deposits made by the Parent Borrower and Foreign Subsidiaries in Cash Pooling Arrangements;

(w)Investments made in connection with the Foreign Subsidiary Reorganization;

(x)Investments in (i) new offshore finance companies, including, without limitation, non-Wholly-Owned Subsidiaries and (ii) new Foreign Subsidiaries that would engage in transactions with other Foreign Subsidiaries to maximize tax efficiency and dividend capacity;

(y)extensions of trade credit in the ordinary course of business;

(z)Investments consisting of (i) non-exclusive licensing of intellectual property pursuant to joint marketing arrangements with other Persons or (ii) exclusive licensing of intellectual property pursuant to joint marketing arrangements with other Persons; provided, such exclusive license is limited to a specific geographic region or geographic area;

(aa)Investments consisting of xxxxxxx money deposits required in connection with a purchase agreement or other acquisition permitted hereunder; and

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(bb) guarantees (including Guarantees) of Indebtedness permitted under Section 6.01(b)(xvi) and performance guarantees consistent with past practice and the creation of liens on the assets of the Borrowers or any Restricted Subsidiaries in compliance with Section 6.02.

To the extent a Permitted Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”), such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further contemporaneously advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of this definition (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this definition or a provision in Section 6.03 as if made by the applicable Loan Party directly to the Target Person).

For purposes of this definition, in the event that a proposed Investment (or portion thereof) meets the criteria of more than one of the categories of Permitted Investments described in clauses (a) through (bb) above, or is otherwise entitled to be incurred or made pursuant to Section 6.03, the Parent Borrower will be entitled to classify, or later reclassify, such Investment (or portion thereof) in one or more of such categories set forth above or under Section 6.03.

“Permitted Investors” shall mean (a) the Sponsor, (b) [reserved], (c) any Person who is an officer or otherwise a member of management of Holdings or any of its subsidiaries on the Closing Date; provided that if such officers and members of management beneficially own more shares of voting stock of the Parent Borrower or its direct or indirect parent than the number of shares beneficially owned by all the officers on the Closing Date or issued within 90 days thereafter, such excess shall be deemed not to be beneficially owned by the Permitted Investors, (d) any Related Entity of any of the foregoing Persons and (e) any “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934 or any successor provision) of which any of the foregoing are members; provided that in the case of such “group” and without giving effect to the existence of such “group” or any other “group,” such Persons specified in clause (a), (c), or (d) above (subject, in the case of officers, to the foregoing limitation), collectively, have beneficial ownership, directly or indirectly, of more than 50% of the total voting power of the voting stock of the Parent Borrower or any of its direct or indirect parent entities held by such “group,” and provided, further, that, in no event shall the Sponsor own a lesser percentage of voting stock than any other person or group referred to in clause (c), or (d).

“Permitted Junior Priority Refinancing Debt” means secured Indebtedness (including any Registered Equivalent Notes) incurred by the Parent Borrower or any other Loan Party in the form of one or more series of second lien (or other junior lien) secured notes or second lien (or other junior lien) secured loans; provided that (i) such Indebtedness is subject to intercreditor agreements reasonably satisfactory to the Collateral Agent, is secured by the Collateral on a second priority (or other junior priority) basis to the Liens securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt and is not secured by any property or assets of Holdings, the Parent Borrower or any Restricted Subsidiary other than the Collateral, except to the extent permitted by the applicable intercreditor agreement, (ii) such Indebtedness may be secured by a Lien on the Collateral that is junior to the Liens securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt, notwithstanding any provision to the contrary contained in the definition of “Credit Agreement Refinancing Indebtedness” and (iii) such Indebtedness meets the Permitted Other Debt Conditions. Permitted Junior Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“Permitted Liens” shall mean, with respect to any Person:

(a)pledges, deposits or security by such Person under workmen’s compensation laws, unemployment insurance laws, social security laws or regulations or similar legislation, or deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of

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such Person or deposits of cash or government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, or deposits or other security securing liabilities to insurance carriers under insurance or self-insurance arrangements or xxxxxxx money deposits required in connection with a purchase agreement or other acquisition, in each case incurred in the ordinary course of business or consistent with past practice;

(b)Liens imposed by law constituting carriers’, warehousemen’s, materialmen’s, repairmen’s, mechanics’ and other like Liens, (i) not yet overdue for a period of more than 60 days or (ii) that are being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(c)Liens for taxes, assessments or other governmental charges (i) not yet overdue for a period of more than 45 days or the nonpayment of which in the aggregate would not reasonably be expected to result in a Material Adverse Effect, (ii) which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP or (iii) for property taxes on property (other than any Mortgaged Property) that the Parent Borrower or one of its subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property;

(d)Liens in favor of the issuer of stay, customs, appeal, performance, indemnity, warranty, release and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit, bank guarantees or bankers’ acceptance issued, and compulsory guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice;

(e)minor survey exceptions, encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(f)Liens securing Indebtedness permitted to be incurred pursuant to Section 6.01(b)(ii), (iv), (xvii), (xviii), (xxii) and (xxvi); provided, that Liens securing Indebtedness permitted to be incurred pursuant to clause (xvii) shall extend only to the assets of Foreign Subsidiaries and Liens securing Indebtedness permitted to be incurred pursuant to paragraphs (b)(iv) and (b)(xviii) are solely on the assets financed, purchased, constructed, improved, acquired or assets of the acquired entity, as the case may be; provided, further, that the Liens securing such Indebtedness shall be subject to intercreditor arrangements reasonably satisfactory to the Collateral Agent to the extent such Indebtedness is secured by the Collateral;

(g)Liens existing on the Closing Date; provided that any Lien securing Indebtedness in excess of $5,000,000 in the aggregate shall only be permitted to the extent such Lien is listed on Schedule 6.02;

(h)subject to intercreditor arrangements reasonably satisfactory to the Collateral Agent, Liens on Collateral securing Indebtedness permitted to be incurred pursuant to Sections 6.01(a), 6.01(b)(ii), or 6.01(b)(xiii) (i) ranking junior to the Liens securing the Obligations or (ii) ranking pari passu with the Liens securing the Obligations so long as in the case of this clause

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(ii), (x) after giving pro forma effect to the incurrence of any such Indebtedness in reliance on this clause (ii), the First Lien Net Leverage Ratio is no greater than 3.30 to 1.00 (assuming any revolving facility incurred in connection therewith is fully drawn and without netting the cash proceeds of such Indebtedness; provided, that to the extent the proceeds thereof are used to repay Indebtedness, pro forma effect shall be given to such repayment of Indebtedness) and (y) such Indebtedness satisfies the Incremental Equivalent Debt Conditions as if it was Incremental Equivalent Debt;

(i)Liens on property or shares of stock of a Person at the time such Person becomes a subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a subsidiary; provided, further, that such Liens may not extend to any other property owned by the Parent Borrower or any of its subsidiaries;

(j)Liens on property at the time the Parent Borrower or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Parent Borrower or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, that the Liens may not extend to any other property owned by the Parent Borrower or any of its Restricted Subsidiaries;

(k)Liens securing Indebtedness or other obligations of the Parent Borrower or a Restricted Subsidiary owing to the Parent Borrower or another Restricted Subsidiary permitted to be incurred in accordance with Section 6.01(b)(vii);

(l)Liens securing (i) Hedging Obligations or (ii) Cash Management Obligations;

(m)Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances, bank guarantees or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods, and pledges or deposits in the ordinary course of business securing inventory purchases from vendors;

(n)leases, subleases, licenses or sublicenses (including, without limitation, licenses and sublicenses of intellectual property) granted to others in the ordinary course of business which do not materially interfere with the business of the Parent Borrower or any of its Restricted Subsidiaries or which do not by their own terms secure any Indebtedness;

(o)Liens arising from UCC financing statement filings regarding operating leases or consignments entered into by the Parent Borrower and its Restricted Subsidiaries in the ordinary course of business;

(p)Liens in favor of any Borrower or any Restricted Guarantor;

(q)Liens on inventory or equipment of the Parent Borrower or any of its Restricted Subsidiaries granted in the ordinary course of business to the Parent Borrower’s or such Restricted Subsidiary’s clients or customers at which such inventory or equipment is located;

(r)Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

(s)Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness permitted by Section 6.01 and secured by any Lien referred to in the foregoing clauses (f), (g), (i), and (j); provided, however, that such new Lien shall be limited to

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all or part of the same property that secured the original Lien (plus improvements on such property and proceeds and products thereof and customary security deposits);

(t)pledges or deposits made in the ordinary course of business to secure liability to insurance carriers and Liens on insurance policies and the proceeds thereof (whether accrued or not), rights or claims against an insurer or other similar asset securing insurance premium financings permitted under Section 6.01(b)(xxiv);

(u)Liens securing judgments for the payment of money not constituting an Event of Default;

(v)Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(w)Liens (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(x)Liens deemed to exist in connection with Investments in repurchase agreements; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(y)Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(z)Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Parent Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Borrower and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(aa)Liens securing the Obligations and the Secured Obligations;

(bb) Liens on cash deposits of the Parent Borrower and Foreign Subsidiaries subject to a Cash Pooling Arrangement or otherwise over bank accounts of the Parent Borrower and Foreign Subsidiaries maintained as part of the Cash Pooling Arrangement, in each case securing liabilities for overdrafts of the Parents Borrower and Foreign Subsidiaries participating in such Cash Pooling Arrangements;

(cc) any encumbrance or retention (including put and call agreements and rights of first refusal) with respect to the Equity Interests of any joint venture or similar arrangement pursuant to the joint venture or similar agreement with respect to such joint venture or similar arrangement;

(dd) Liens on property subject to Sale and Lease-Back Transactions permitted hereunder and general intangibles related thereto;

(ee) Liens consisting of contractual restrictions of the type described in the definition of Restricted Cash;

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(ff) other Liens securing Indebtedness or other obligations which do not exceed the greater of $100,000,000 and 2.5% of Total Assets at any one time outstanding;

(gg) Liens on the Collateral securing obligations in respect of Credit Agreement Refinancing Indebtedness in the form of Permitted First Priority Refinancing Debt or Permitted Junior Priority Refinancing Debt and any permitted refinancing of any of the foregoing;

(hh) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Parent Borrower or any Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit or to require annual or periodic payments as a condition to the continuation thereof;

(ii) Liens solely on any xxxx xxxxxxx money deposits made by the Parent Borrower or any Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under this Agreement;

(jj) Liens with respect to the assets of a Restricted Subsidiary that is not a Guarantor securing Indebtedness of such Restricted Subsidiary incurred in accordance with Section 6.01;

(kk) Liens arising by operation of law under Article 2 of the UCC in favor of a reclaiming seller of goods or buyer of goods;

(ll) landlords’ and lessors’ Liens in respect of rent not in default for more than 60 days or the existence of which, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; and

(mm) Liens on the Capital Stock of Unrestricted Subsidiaries.

“Permitted Other Debt Conditions” means that such applicable Indebtedness (i) does not mature or have scheduled amortization payments of principal or payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (except (x) customary asset sale or change of control or similar event provisions that provide for the prior repayment in full of the Loans and all other Obligations, (y) AHYDO Payments and (z) to the extent constituting Permitted Junior Priority Refinancing Debt, mandatory repayments or prepayments (or offers to prepay or repurchase) that are customarily available in junior secured loan facilities or note issuances), in each case prior to the latest Term Loan Maturity Date at the time such Indebtedness is incurred, (ii) is not at any time guaranteed by any Person that is not a Guarantor and (iii) to the extent secured, is not secured by property or assets of Holdings, the Parent Borrower or any Restricted Subsidiary other than the Collateral, except to the extent permitted by the applicable intercreditor agreement.

“Permitted Unsecured Refinancing Debt” means unsecured Indebtedness (including any unsecured Registered Equivalent Notes) incurred by the Parent Borrower or any Loan Party in the form of one or more series of senior unsecured notes or loans; provided that such Indebtedness (i) constitutes Credit Agreement Refinancing Indebtedness and (ii) meets the Permitted Other Debt Conditions.

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

“Platform” shall have the meaning assigned to such term in Section 5.045.04.

“Potentially Restricted Revolving Credit Lender” shall mean each Revolving Credit Lender party to this Agreement which notifies the Administrative Agent at any time from time to time that it is unwilling to make extensions of credit pursuant to its Revolving Credit Commitment to Foreign Subsidiary Borrowers in certain jurisdictions.

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“Preferred Stock” shall mean any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Prepayment Asset Sale” shall mean any Disposition, to the extent that (a) the aggregate Net Cash Proceeds of all such Dispositions during any fiscal year exceed $25,000,000 and (b) the aggregate Net Cash Proceeds of all such Dispositions during any five fiscal year period exceed $50,000,000; provided, however, that the term “Prepayment Asset Sale” shall not include any transaction permitted (or not expressly prohibited) by Section 6.05 (other than transactions consummated in reliance on Section 6.05(o) and (p)).

“Pricing Certificate” shall mean a certificate delivered pursuant to Section 5.04(c).

“Prime Rate” shall mean the rate of interest per annum announced from time to time by Citibank, N.A. as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective as of the opening of business on the date such change is announced as being effective. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually available.

“Property Loss Event” shall mean any event that gives rise to the receipt by the Parent Borrower or any of its Restricted Subsidiaries of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property; provided, however, for purposes of determining whether a prepayment under Section 2.13(b) would be required, a Property Loss Event shall be deemed to have occurred only to the extent that the aggregate Net Cash Proceeds (a) of all such events during any fiscal year exceed $25,000,000 and (b) of all such vents during any five-fiscal year period exceed $50,000,000.

“Pro Rata Percentage” of any Revolving Credit Lender at any time shall mean the percentage of the Total Revolving Credit Commitment then in effect represented by such Lender’s applicable Revolving Credit Commitment. In the event the applicable Revolving Credit Commitments shall have expired or been terminated, the Pro Rata Percentages of any Revolving Credit Lender shall be determined on the basis of the applicable Revolving Credit Commitments most recently in effect, giving effect to any subsequent assignments.

“Public Lender” shall have the meaning assigned to such term in Section 5.04.

“Qualified Capital Stock” of any Person shall mean any Equity Interest of such Person that is not Disqualified Stock.

“Qualified Proceeds” shall mean assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Parent Borrower in good faith.

“Qualifying Lender” has the meaning set forth in Section 2.12(f)(iv)(3).

“Rating Agencies” shall mean Xxxxx’x and S&P or if Xxxxx’x or S&P or any other nationally recognized statistical rating agency or agencies.

“Ratio Calculation Date” shall have the meaning assigned to such term in Section 1.11(a).

“Receivables Facility” shall mean any of one or more receivables financing facilities 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 Parent Borrower or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Parent Borrower or any of its

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Restricted Subsidiaries sells their accounts receivable to either (A) a Person that is not a Restricted Subsidiary or (B) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“Receivables Fees” shall mean distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” shall mean any subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

“Refinanced Debt” has the meaning set forth in the definition of “Credit Agreement Refinancing Indebtedness.”

“Refinanced Term Loans” shall have the meaning assigned to such term in Section 9.08(d).

“Refinancing Amendment” means an amendment to this Agreement executed by each of (a) the

Parent Borrower, (b) the Administrative Agent, (c) each Additional Refinancing Lender and (d) each

Lender that agrees to provide any portion of Refinancing Term Loans, Refinancing Revolving Credit Commitments or Refinancing Revolving Credit Loans incurred pursuant thereto, in accordance with Section 2.27.

“Refinancing Indebtedness” shall have the meaning assigned to such term in Section 6.01(b)(xii).

“Refinancing Revolving Credit Commitments” means one or more Classes of Revolving Credit

Commitments hereunder that result from a Refinancing Amendment.

“Refinancing Revolving Credit Loans” means one or more Classes of Revolving Loans that result from a Refinancing Amendment.

“Refinancing Series” means all Refinancing Term Loans, Refinancing Term Commitments, Refinancing Revolving Credit Loans, or Refinancing Revolving Credit Commitments that are established pursuant to the same Refinancing Amendment (or any subsequent Refinancing Amendment to the extent such Refinancing Amendment expressly provides that the Refinancing Term Loans, Refinancing Term Commitments, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments provided for therein are intended to be a part of any previously established Refinancing Series) and that provide for the same All-In Yield and, if applicable, amortization schedule.

“Refinancing Term Commitments” means one or more term loan commitments hereunder that fund Refinancing Term Loans of the applicable Refinancing Series hereunder pursuant to a Refinancing Amendment.

“Refinancing Term Loans” means one or more Classes of Term Loans that result from a Refinancing Amendment.

“Refunding Capital Stock” shall have the meaning set forth in Section 6.03(b)(ii).

“Register” shall have the meaning assigned to such term in Section 9.04(d).

“Registered Equivalent Notes” means, with respect to any notes originally issued in an offering pursuant to Rule 144A under the Securities Act or other private placement transaction under the Securities Act, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

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

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

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

“Related Business Assets” shall mean assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Parent Borrower or a Restricted Subsidiary in exchange for assets transferred by the Parent Borrower or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Related Entity” means (a) with respect to Madison Dearborn Partners, LLC, (i) any investment fund controlled by or under common control with Madison Dearborn Partners, LLC, any officer, director or person performing an equivalent function of the foregoing persons, or any entity controlled by any of the foregoing Persons and (ii) any spouse or lineal descendant (including by adoption and stepchildren) of the officers and directors referred to clause (a)(i); and (b) with respect to any officer of the Parent Borrower or its subsidiaries, (i) any spouse or lineal descendant (including by adoption and stepchildren) of the officer and (ii) any trust, corporation or partnership or other entity, in each case to the extent not an operating company, of which an 80% or more controlling interest is held by the beneficiaries, stockholders, partners or owners who are the officer, any of the persons described in clause (b)(i) above or any combination of these identified relationships.

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

“Release” shall mean any spill, emission, leaking, dumping, injection, pouring, disposal, discharge, migration or leaching into the environment.

“Replacement Term Loans” shall have the meaning assigned to such term in Section 9.08(d).

“Repricing Transaction” shall mean with respect to the Tranche B-2 Term Loans, the prepayment or refinancing of all or a portion of the Tranche B-2 Term Loans with the incurrence by any Loan Party of any long-term financing incurred for the primary purpose of repaying, refinancing, substituting or replacing the Tranche B-2 Term Loans at an All-In Yield that is less than the All-In Yield of the Tranche B-2 Term Loans, including without limitation, as may be effected through any amendment to this Agreement relating to the All-In Yield of the Tranche B-2 Term Loans but excluding any Indebtedness incurred in connection with a Change of Control, an Equity Offering or a Transformative Acquisition.

“Required Covenant Lenders” shall mean, at any time, Lenders having Revolving Credit Exposure, unused Revolving Credit Commitments, Tranche A Term Loans and Tranche A Term Loan Commitments representing more than 50% of the sum of all Revolving Credit Exposure, unused Revolving Credit Commitments, Tranche A Term Loans and Tranche A Term Loan Commitments at such time; provided that any Defaulting Lender shall be excluded for purposes of making a determination of Required Covenant Lenders; provided, further, that, to the same extent set forth in Section 9.04(n) with respect to determination of Required Covenant Lenders, the Loans of any Affiliated Lender shall in each case be excluded for purposes of making a determination of Required Covenant Lenders.

“Required Class Lenders” shall mean (a) with respect to any Term Loan Facility, Lenders holding more than 50% of the Term Loan Commitments and Term Loans under such Term Loan Facility and (b) with respect to the Revolving Credit Facility, the Required Revolving Lenders.

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“Required Lenders” shall mean, at any time, Lenders having Revolving Credit Exposure, unused Revolving Credit Commitments, Term Loans and Term Loan Commitments representing more than 50% of the sum of all Revolving Credit Exposure, unused Revolving Credit Commitments, Term Loans and Term Loan Commitments at such time; provided that any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders; provided, further, that, to the same extent set forth in Section 9.04(n) with respect to determination of Required Lenders, the Loans of any Affiliated Lender shall in each case be excluded for purposes of making a determination of Required Lenders.

“Required Revolving Lenders” shall mean, at any time, Lenders having Revolving Credit Exposure and unused Revolving Credit Commitments representing more than 50% of the sum of all Revolving Credit Exposure and unused Revolving Credit Commitments at such time; provided that any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

“Responsible Officer” of any Person shall mean any Financial Officer or any executive vice president, senior vice president, vice president, secretary or assistant secretary 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 and, as to any document delivered on the Closing Date, any secretary or assistant secretary of such Person.

“Restricted Cash” shall mean cash and Cash Equivalents held by the Parent Borrower and its Restricted Subsidiaries that are contractually restricted from being distributed to the Parent Borrower, except for such restrictions that are contained in agreements governing Indebtedness permitted under Section 6.01 and that is secured by such cash or Cash Equivalents, or that are classified as “restricted cash” on the consolidated balance sheet of the Parent Borrower prepared in accordance with GAAP.

“Restricted Guarantor” shall mean a Guarantor that is a Restricted Subsidiary.

“Restricted Investment” shall mean an Investment other than a Permitted Investment.

“Restricted Payment” shall mean:

(a)the declaration or payment of any dividend or the making of any payment or distribution on account of the Parent Borrower’s or any Restricted Subsidiary’s Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

(i)dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) of the Parent Borrower or in options, warrants or other rights to purchase such Equity Interests (other than Disqualified Stock);

(ii)dividends or distributions by a Restricted Subsidiary payable to the Parent Borrower or a Restricted Subsidiary; or

(iii)so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, pro rata dividends or distributions to minority stockholders of such Restricted Subsidiary (or the owners of an equivalent interest in the case of a subsidiary that is an entity other than a corporation); provided, that, the Parent Borrower or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

(b)the purchase, redemption, defeasance or other acquisition or retirement for value of any Equity Interests of the Parent Borrower or any direct or indirect parent of the Parent Borrower, including in connection with any merger or consolidation;

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(c)the making of any principal payment on, or redemption, repurchase, defeasance or other acquisition or retirement for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, of any Subordinated Indebtedness other than:

(i)Indebtedness permitted under Section 6.01(b)(vii); or

(ii)the purchase, repurchase or other acquisition of any Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or


(d)	the making of any Restricted Investment.

“Restricted Payment Applicable Amount” shall mean, at any time, an amount equal to the sum (without duplication) of:

(a) $100,000,000; plus

(b) an amount equal to 50% of cumulative Consolidated Net Income for the period (taken as one accounting period) from the first day of the fiscal quarter during which the Closing Date occurs to the end of the Borrower’s most recently ended fiscal quarter for which Section 5.04 Financials have been delivered to the Administrative Agent (or, if Consolidated Net Income for such period is a deficit, 100% of such deficit); provided, that if Consolidated Net Income is a deficit, such deficit shall in no event reduce amounts available pursuant to other clauses of this definition; plus

(c)100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Parent Borrower, of marketable securities or other property received by the Parent Borrower or a Restricted Subsidiary (without the issuance of additional Equity Interests in such Restricted Subsidiary other than to the Parent Borrower or another Restricted Subsidiary) since immediately after the Closing Date (other than net cash proceeds to the extent such net cash proceeds have been used pursuant to Section 6.01(b)(xi)(A)) from the issue or sale of:

(i) (A) Equity Interests of the Parent Borrower, including Treasury Capital Stock, but excluding cash proceeds and the fair market value, as determined in good faith by the Parent Borrower, of marketable securities or other property received from the sale of:

(x) Equity Interests to members of management, directors or consultants of the Parent Borrower, Restricted Subsidiaries and any direct or indirect parent company of the Parent Borrower, after the Closing Date to the extent such amounts have been applied to Restricted Payments made in accordance with Section 6.03(b)(iv); and

(y) Designated Preferred Stock; and

(B) to the extent such net cash proceeds or other property are actually contributed to the capital of the Parent Borrower or any Restricted Subsidiary (without the issuance of additional Equity Interests of such Restricted Subsidiary), Equity Interests of the Parent Borrower’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with Section 6.03(b)(iv)); or

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(ii) debt of the Parent Borrower or any Restricted Subsidiary that has been converted into or exchanged for such Equity Interests of the Parent Borrower or a direct or indirect parent company of the Parent Borrower; or

(iii) Disqualified Stock of the Parent Borrower or any Restricted Subsidiary that has been converted into or exchanged for Qualified Capital Stock of the Parent Borrower;

provided, however, that this paragraph (c) shall not include the proceeds from (v) contributions to capital or issuances of Equity Interests issued to fund costs and expenses described in clause (a)(x) of the definition of EBITDA, (w) Refunding Capital Stock, (x) Equity Interests or convertible debt securities sold to the Parent Borrower or a Restricted Subsidiary, as the case may be, (y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (z) Excluded Contributions; plus

(d)100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Parent Borrower, of marketable securities or other property contributed to the capital of the Parent Borrower following the Closing Date (other than (i) net cash proceeds to the extent utilized pursuant to Section 6.01(b)(xi), (ii) to the extent applied to fund the Transactions, (iii) by a Restricted Subsidiary and (iv) any Excluded Contributions); plus

(e)100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Parent Borrower, of marketable securities or other property received by the Parent Borrower or a Restricted Subsidiary by means of:

(a)the sale or other disposition (other than to the Parent Borrower or a Restricted Subsidiary) of, or interest, returns, profits, distribution, income or similar amounts in respect of, Restricted Investments made by the Parent Borrower or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Parent Borrower or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Parent Borrower or its Restricted Subsidiaries, in each case after the Closing Date; or

(b)the sale or other disposition (other than to the Parent Borrower or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary (other than to the extent the Investment in such Unrestricted Subsidiary was made by the Parent Borrower or a Restricted Subsidiary pursuant to Section 6.03(b)(vii) or to the extent such Investment constituted a Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary after the Closing Date; plus

(f)in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger or consolidation of an Unrestricted Subsidiary into a Borrower or any Restricted Subsidiary or the transfer of assets of an Unrestricted Subsidiary to a Borrower or any Restricted Subsidiary after the Closing Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Parent Borrower in good faith, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, consolidation or transfer of assets, other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by the Parent Borrower or a Restricted Subsidiary pursuant to Section 6.03(b)(vii) or to the extent such Investment constituted a Permitted Investment; plus

(g)an amount equal to Waivable Mandatory Prepayments waived by the Lenders in accordance with Section 2.13(f).

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“Restricted Revolving Credit Lender” shall have the meaning assigned to such term in Section 9.08(g)(i)(A)(x).

“Restricted Subsidiary” shall mean, at any time, each direct and indirect subsidiary of the Parent Borrower (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such subsidiary shall be included in the definition of “Restricted Subsidiary.”

“Revolving Commitment Increase” shall have the meaning assigned to such term in Section 2.24(a).

“Revolving Commitment Increase Lender” shall have the meaning assigned to such term in Section 2.24(b).

“Revolving Credit Borrowing” shall mean a Borrowing comprised of Revolving Loans.

“Revolving Credit Commitment” shall mean, with respect to any Lender, the commitment of such Lender to make Revolving Loans (and acquire participations in Letters of Credit and Swingline Loans) hereunder, or in the Assignment and Acceptance pursuant to which such Lender assumed its Revolving Credit Commitment, as applicable (including, in any case, any Revolving Commitment Increase), as the same may be (a) reduced from time to time pursuant to Section 2.09 or 2.21(a), (b) modified from time to time pursuant to an Incremental Amendment, a Refinancing Amendment or an Extension Offer, and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The principal amount of the Revolving Credit Commitment of each Revolving Credit Lender as of the Closing Date is set forth on Schedule 2.01.

“Revolving Credit Commitment Period” shall mean, with respect to any Class of Revolving Credit Commitments, the period from and including the Closing Date to but not including the applicable Revolving Credit Maturity Date therefor, or such earlier date as the Revolving Credit Commitments shall terminate as provided herein.

“Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the aggregate Dollar Equivalent principal amount at such time of all outstanding Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s L/C Exposure, plus the aggregate amount at such time of such Lender’s Swingline Exposure.

“Revolving Credit Facility” means, at any time, each Class of Revolving Credit Commitments in effect at such time.

“Revolving Credit Lender” shall mean a Lender with a Revolving Credit Commitment or any Revolving Credit Exposure.

“Revolving Credit Maturity Date” shall mean (i) with respect to the initial Revolving Credit Facility, September 28, 2020, (ii) with respect to any Class of Extended Revolving Credit Commitments, the final maturity date specified in the applicable Extension Offer accepted by the respective Lender or Lenders and (iii) with respect to any Class of Refinancing Revolving Credit Commitments, the final maturity date specified in the applicable Refinancing Amendment.

“Revolving Loans” shall mean the revolving loans made by the Lenders to the Borrowers pursuant to Section 2.01(ca)(iii) and, if applicable, any extensions of credit under any Incremental Revolving Credit Commitment, any Extended Revolving Credit Commitment or any Refinancing Revolving Credit Commitment.

“S&P” shall mean Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., and any successor thereto.

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“Sale and Lease-Back Transaction” shall mean any arrangement providing for the leasing by the Parent Borrower or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Parent Borrower or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“Sanctions” shall mean any economic or financial sanctions or trade embargoes imposed, administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union or Her Majesty’s Treasury.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Section 5.04 Financials” shall mean the financial statements delivered, or required to be delivered, pursuant to Sections 5.04(a) and (b).

“Secured Indebtedness” shall mean any Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries secured by a Lien.

“Secured Obligations” shall mean all obligations defined as “Obligations” in the Guarantee and Collateral Agreement and the other Security Documents.

“Secured Parties” shall mean the “Secured Parties” as defined in the Guarantee and Collateral Agreement.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Security Documents” shall mean the Mortgages, Guarantee and Collateral Agreement, the Intellectual Property Security Agreements and the Perfection Certificate and each of the other instruments and documents executed and delivered with respect to the Collateral pursuant to Section 4.03, 5.09, 5.10, 9.08(g) or otherwise.

“Similar Business” shall mean any business and any services, activities or businesses incidental, or reasonably related or similar to, or complementary, corollary, synergistic, incidental or ancillary to any line of business engaged in by the Parent Borrower and its subsidiaries on the Closing Date or any business activity that is a reasonable extension, development or expansion thereof or ancillary thereto.

“Solicited Discount Proration” has the meaning set forth in Section 2.12(f)(iv)(3).

“Solicited Discounted Prepayment Amount” has the meaning set forth in Section 2.12(f)(iv)(1).

“Solicited Discounted Prepayment Notice” means a written notice of the Borrower of Solicited Discounted Prepayment Offers made pursuant to Section 2.12(f)(iv) substantially in the form of Exhibit M.

“Solicited Discounted Prepayment Offer” means the irrevocable written offer by each Lender, substantially in the form of Exhibit N, submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice.

“Solicited Discounted Prepayment Response Date” has the meaning set forth in Section 2.12(f)(iv)(1).

“Solvent” shall mean, with respect to any Person, (a) on a going concern basis the consolidated fair saleable value of the assets of such Person and its subsidiaries, at a fair valuation, will exceed their consolidated debts and liabilities, subordinated, contingent or otherwise; (b) the consolidated fair value of the property of such Person and its subsidiaries will be greater than the amount that will be required to

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pay the probable liability of their consolidated debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) such Person and its subsidiaries, taken as a whole, will be able to pay their consolidated debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) such Person and its subsidiaries, taken as a whole, will not have unreasonably small capital with which to conduct the business in which they are engaged. 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.

“SPC” shall have the meaning assigned to such term in Section 9.04(i).

“Special Notice Currency” shall mean at any time an Alternative Currency, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.

“Specified Default” shall mean an Event of Default under clause (b), (c), (g) or (h) of Section 7.01.

“Specified Discount” has the meaning set forth in Section 2.12(f)(ii)(1).

“Specified Discount Prepayment Amount” has the meaning set forth in Section 2.12(f)(ii)(1).

“Specified Discount Prepayment Notice” means a written notice of the Borrower Offer of Specified Discount Prepayment made pursuant to 2.12(f)(ii) substantially in the form of Exhibit O.

“Specified Discount Prepayment Response” means the irrevocable written response by each Lender, substantially in the form of Exhibit P, to a Specified Discount Prepayment Notice.

“Specified Discount Prepayment Response Date” has the meaning set forth in Section 2.12(f)(ii)(1).

“Specified Discount Proration” has the meaning set forth in Section 2.12(f)(ii)(3).

“Specified Equity Contribution” shall mean any cash contribution to the common equity of the Parent Borrower and/or any purchase or investment in an Equity Interest of the Parent Borrower other than Disqualified Stock that has been contributed for purposes of Section 7.02.

“Specified Transaction” means any Investment that results in a Person becoming a Restricted Subsidiary, any designation of a subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, any permitted acquisition or any Disposition that results in a Restricted Subsidiary ceasing to be a Restricted Subsidiary of the Parent Borrower, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of, or all or substantially all of the Equity Interest of, another Person or any Disposition of a business unit, line of business or division of the Parent Borrower or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise, or any incurrence or repayment of Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit), Restricted Payment or Credit Increase that by the terms of this Agreement requires such test to be calculated on a “pro forma basis” or after giving “pro forma effect.”

“Sponsor” shall mean Madison Dearborn Partners, LLC and each of its Affiliates but not including, however, any operating portfolio companies of any of the foregoing.

“Spot Rate” shall have the meaning assigned to such term in Section 1.09.

“Statutory Reserves” shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum

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reserve percentages (including any marginal, special, emergency or supplemental reserves) applicable on the interest rate determination date (expressed as a decimal) established by the Board and applicable to any member of bank of the Federal Reserve System in respect of Eurocurrency Liabilities (as defined in Regulation D of the Board).

“Sterling” and the sign “£”each shall mean the lawful money of United Kingdom.

“Subject Letters of Credit” shall have the meaning assigned to such term in Section 2.21(a).

“Submitted Amount” shall have the meaning assigned to such term in Section 2.12(f)(iii)(1).

“Submitted Discount” shall have the meaning assigned to such term in Section 2.12(f)(iii)(1).

“Subordinated Indebtedness” shall mean any Indebtedness of the Borrowers and the Guarantors which is by its terms subordinated in right of payment to the Obligations of the Parent Borrower or such Guarantor, as applicable.

“Subsidiary” or “subsidiary” shall mean, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned or held by the parent, one or more subsidiaries of the parent or a combination thereof. Unless otherwise specified, “Subsidiary” or “subsidiary” shall mean any subsidiary of the Parent Borrower.

“Subsidiary Guarantor” shall mean each subsidiary listed on Schedule 1.01(a), and each other subsidiary that is or becomes a party to the Guarantee and Collateral Agreement pursuant to Section 5.09 or otherwise with the consent of the Collateral Agent, excluding (a) any Excluded Subsidiary and (b) any Foreign Subsidiary; provided, that, for the avoidance of doubt, the Parent Borrower in its sole discretion may cause any Restricted Subsidiary that is not a Subsidiary Guarantor (subject, in the case of any Foreign Subsidiary, to the consent of the Collateral Agent (which consent shall not be unreasonably withheld or delayed)) to Guarantee the Obligations by causing such Restricted Subsidiary to execute a joinder to the Guarantee and Collateral Agreement, and thereafter any such Restricted Subsidiary shall be a Guarantor, Loan Party and Subsidiary Guarantor hereunder for all purposes.

“Substitute Interest Rate” shall have the meaning assigned to such term in Section 2.08(i).

“Successor Company” shall have the meaning assigned to such term in Section 6.04(a)(i).

“Successor Person” shall have the meaning assigned to such term in Section 6.04(c)(i).

“Survey” shall mean a survey of any Mortgaged Property (and all improvements thereon) which is (a) (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where such Mortgaged Property is located, (ii) dated (or redated) not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any material exterior construction on the site of such Mortgaged Property or any material easement, right of way or other interest in the Mortgaged Property has been granted or become effective through operation of law or otherwise with respect to such Mortgaged Property which, in either case, can be depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) within a reasonable period after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than 20 days prior to such date of delivery, or after the grant or effectiveness of any such easement, right of way or other interest in the Mortgaged Property, (iii) certified by the surveyor (in a manner reasonably acceptable to the Administrative Agent) to the Administrative Agent, the Collateral Agent and the Title Company, (iv) complying in all respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey and (v) sufficient for the Title Company to remove all standard survey

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exceptions from the title insurance policy (or commitment) relating to such Mortgaged Property and issue the endorsements of the type required by Section 5.10 or (b) otherwise reasonably acceptable to the Collateral Agent.

“Swap Obligation” shall mean, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swingline Commitment” shall mean the commitment of the Swingline Lender to make loans pursuant to Section 2.22, as the same may be reduced from time to time pursuant to Section 2.09.

“Swingline Exposure” shall mean, at any time, the aggregate principal amount at such time of all outstanding Swingline Loans. The Swingline Exposure of any Revolving Credit Lender at any time shall equal its Pro Rata Percentage of the aggregate Swingline Exposure at such time.

“Swingline Lender” shall mean Citibank, N.A., acting through any of its Affiliates or branches, in its capacity as lender of Swingline Loans hereunder; provided that, if any Extended Revolving Credit Commitments are effected in accordance with Section 2.25, then on the occurrence of each Issuing Bank/Swing Line Termination Date, the Swingline Lender at such time shall have the right to resign as Swingline Lender on the respective Issuing Bank/Swing Line Termination Date, in each case upon not less than ten (10) days’ prior written notice thereof to the Borrowers and the Administrative Agent and, in the event of any such resignation and upon the effectiveness thereof, the Borrowers shall repay any outstanding Swingline Loans made by the respective entity so resigning and such entity shall not be required to make any further Swingline Loans hereunder.

“Swingline Loan” shall mean any loan made by the Swingline Lender pursuant to Section 2.22.

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

“TARGET Day” shall mean any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in euro.

“Target Person” shall have the meaning assigned to such term in the definition of “Permitted Investment”.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, charges, liabilities or withholdings imposed by any Governmental Authority and any interest, penalties or additions to tax related thereto.

“Term Loan” shall mean each of the Tranche A Term Loans, the Tranche B-1 Term Loans, the Tranche B-2 Term Loans and, if applicable, each Class of Incremental Term Loans, each Class of Replacement Term Loans, each Class of Refinancing Term Loans and each Class of Extended Term Loans.

“Term Loan Commitment” shall mean, with respect to any Lender, the commitment of such Lender to make Term Loans hereunder, or in the Assignment and Acceptance pursuant to which such Lender assumed its Term Loan Commitment, as applicable (including, in any case, any Incremental Term Loans), as the same may be (a) reduced from time to time pursuant to Section 2.09 or 2.21(a), (b) modified from time to time pursuant to an Incremental Amendment, a Refinancing Amendment or an Extension Offer, and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.

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“Term Loan Facility” shall mean, at any time, each Class of Term Loans (and the related Commitments, if any) outstanding at such time.

“Term Loan Increase” shall have the meaning assigned to such term in Section 2.24(a).

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

“Term Loan Maturity Date” shall mean (i) with respect to the Tranche A Term Loans, September 28, 2020, (ii) with respect to the Tranche X-0 Xxxx Xxxxx, Xxxxxxx 00, 0000, (xxx) with respect to any Class of Incremental Term Loans, the final maturity date specified in the applicable Incremental Amendment, (iv) with respect to any Class of extensions of credit made pursuant to an amendment pursuant to Section 9.08(d), the final maturity date specified in such amendment, (v) with respect to any Class of Extended Term Loans, the final maturity date specified in the applicable Extension Offer accepted by the respective Lender or Lenders and (vi) with respect to any Class of Refinancing Term Loans, the final maturity date specified in the applicable Refinancing Amendment.

“Termination Date” shall mean the date upon which all Commitments have terminated, no Letters of Credit are outstanding (or if Letters of Credit remain outstanding, as to which an L/C Backstop exists or such Letters of Credit have been deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank), and the Loans and L/C Exposure (less the amount of any Cash Collateral previously provided in respect of outstanding Letters of Credit in accordance with the terms of this Agreement), together with all interest, Fees and other non-contingent Obligations (other than Hedging Obligations and Cash Management Obligations), have been paid in full.

“Title Company” shall mean any title insurance company as shall be retained by the Parent Borrower and reasonably acceptable to the Administrative Agent.

“Title Policy” shall have the meaning assigned to such term in Section 5.10(a).

“Total Assets” shall mean total assets of the Parent Borrower and its Restricted Subsidiaries on a consolidated basis prepared in accordance with GAAP, shown on the most recent balance sheet of the Parent Borrower and its Restricted Subsidiaries as may be expressly stated.

“Total Net Leverage Ratio” shall mean the ratio of (i) (A) Consolidated Indebtedness of the Parent Borrower and its Restricted Subsidiaries on such date minus (B) the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of the Parent Borrower and its Restricted Subsidiaries and held by the Parent Borrower and its Restricted Subsidiaries as of such date of determination, as determined in accordance with GAAP to (ii) EBITDA of the Parent Borrower and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which Section 5.04 Financials have been delivered to the Administrative Agent.

“Total Revolving Credit Commitment” shall mean, at any time, the aggregate amount of the Revolving Credit Commitments, as in effect at such time.

“TRA” shall mean the Income Tax Receivable Agreement, dated as of October 7, 2014 by and between Holdings and Varietal Distribution Holdings, LLC, as in effect on the Closing Date.

“Tranche A Term Loan” shall mean each of the Term Loans made on the Closing Date pursuant to Section 2.01(a)(i) pursuant to the Tranche A Term Loan Commitments and any Incremental Term Loans constituting an increase in the amount of the Tranche A Term Loans.

“Tranche A Term Loan Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make Tranche A Term Loans hereunder, or in the Assignment and Acceptance

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pursuant to which such Lender assumed its Tranche A Term Loan Commitment or Tranche A Term Loans, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.09, (b) modified from time to time pursuant to an Incremental Amendment, a Refinancing Amendment or an Extension Offer, and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The principal amount of the Tranche A Term Loan Commitment of each Tranche A Term Loan Lender as of the Closing Date is set forth on Schedule 2.01.

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

“Tranche B-1 Term Loan” shall mean each of the term loans made on the Closing Date pursuant to Section 2.01(b)a)(ii) by the Tranche B-1 Term Loan Lenders pursuant to the Tranche B-1 Term Loan Commitments and any Incremental Term Loans constituting an increase in the amount of the Tranche B Term Loans.

“Tranche B-1 Term Loan Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make Tranche B-1 Term Loans hereunder, or in the Assignment and Acceptance pursuant to which such Lender assumed its Tranche B-1 Term Loan Commitment or Tranche B-1 Term Loans, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.09, and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The principal amount of the Tranche B-1 Term Loan Commitment of each Tranche B-1 Term Loan Lender as of the Closing Date is set forth on Schedule 2.01.

“Tranche B-1 Term Loan Lender” shall mean a Lender with a Tranche B-1 Term Loan Commitment or an outstanding Tranche B-1 Term Loan.

“Tranche B-2 Term Loan” shall mean each of the term loans made or converted on the First Amendment Effective Date pursuant to Section 2.01(b) by the Tranche B-2 Term Loan Lenders pursuant to the Tranche B-2 Term Loan Commitments and any Incremental Term Loans constituting an increase in the amount of the Tranche B-2 Term Loans.

“Tranche B-2 Term Loan Commitment” shall mean, (i) with respect to each Converting Consenting Lender, the commitment of such Lender to convert its Tranche B-1 Term Loans for an equal aggregate principal amount of Tranche B-2 Term Loans on the First Amendment Effective Date pursuant to the First Amendment and (ii) with respect to the Additional Tranche B-2 Term Loan Lender, its Additional Tranche B-2 Term Loan Commitment, in each case as the same may be (a) reduced from time to time pursuant to Section 2.09, (b) modified from time to time pursuant to an Incremental Amendment, a Refinancing Amendment or an Extension Offer, and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The aggregate principal amount of the Tranche B-2 Term Loan Commitment of each Tranche B Term Loan LenderCommitments as of the ClosingFirst Amendment Effective Date is set forth on Schedule 2.01.€406,550,000.00.

“Tranche B-2 Term Loan Lender” shall mean a Lender with a Tranche B-2 Term Loan Commitment or an outstanding Tranche B-2 Term Loan.

“Transaction Expenses” shall mean any fees, costs or expenses incurred or paid by the Sponsor, the Parent Borrower (or any direct or indirect parent of the Parent Borrower) or any of its subsidiaries in connection with the Transactions (including expenses with respect to Hedging Obligations and Cash Management Obligations), this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

“Transactions” shall mean, collectively, (a) the funding of the Loans and the other transactions contemplated by this Agreement and the other Loan Documents, (b) the consummation of the refinancing of the Existing Debt as contemplated by Section 4.02(l) and (c) the payment of Transaction Expenses.

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“Transformative Acquisition” shall mean any acquisition of assets, a business or Person by Holdings, any Borrower or any other Restricted Subsidiary that (i) is not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition, would not provide Holdings, the Borrowers and the other Restricted Subsidiaries with reasonable and adequate flexibility hereunder for the continuation and/or expansion of their combined operations following such consummation, as determined by the Parent Borrower acting in good faith based on projections of the combined business (and such projections shall have been delivered to the Administrative Agent).

“Treasury Capital Stock” shall have the meaning set forth in Section 6.03(b)(ii).

“Type,” when used in respect of any Loan or Borrowing, in each case in the same Class, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “Rate” shall mean the Adjusted LIBO Rate, the Alternate Base Rate, the BA Rate and the Canadian Base Rate.

“Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code as in effect in any applicable jurisdiction from time to time.

“Unrestricted Subsidiary” shall mean:

(a)any subsidiary of the Parent Borrower which at the time of determination is an Unrestricted Subsidiary (as designated by the Parent Borrower, as provided in Section 5.11); and

(b)any subsidiary of an Unrestricted Subsidiary.

“USA PATRIOT Act” shall mean The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

“VWR Instruments” shall mean VWR Advanced Instruments, LLC, a Puerto Rico limited liability company.

“VWR International” shall mean VWR International, Inc., a Delaware corporation.

“Waivable Mandatory Prepayment” shall have the meaning assigned to such term in Section 2.13(f).

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(a)the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including any payment at final maturity, in respect of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock by (b) 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, Disqualified Stock or Preferred Stock;

provided that AHYDO payments and the effects of any reductions in scheduled amortization or other scheduled payments as a result of any prior prepayment of the applicable Indebtedness shall be disregarded.

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“Wholly-Owned Subsidiary” of any Person shall mean a subsidiary of such Person, 100% of the Equity Interests of which (other than directors’ qualifying shares and shares issued to foreign nationals under applicable law) shall be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall apply equally to both

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”; and the words “asset” and “property” shall be construed as having 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. 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 of this Agreement unless the context shall otherwise require. All references herein to Articles, Sections, paragraphs, clauses, subclauses, Exhibits and Schedules shall be deemed references to Articles, Sections, paragraphs, clauses and subclauses of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, the First Lien Net Leverage Ratio and the Total Net Leverage Ratio (and the financial definitions used therein) shall be construed in accordance with GAAP, as in effect on the Closing Date; provided, however, that if the Parent Borrower notifies the Administrative Agent that the Parent Borrower wishes to amend the First Lien Net Leverage Ratio or the Total Net Leverage Ratio or any financial definition used therein to implement the effect of any change in GAAP or the application thereof occurring after the Closing Date on the operation thereof (or if the Administrative Agent notifies the Parent Borrower that, in accordance with Section 9.08(b), the Required Lenders and/or the Required Covenant Lenders wish to amend the First Lien Net Leverage Ratio or the Total Net Leverage Ratio or any financial definition used therein for such purpose), then the Parent Borrower and the Administrative Agent shall negotiate in good faith to amend the First Lien Net Leverage Ratio or the Total Net Leverage Ratio or the definitions used therein (subject to the approval of the Required Lenders and/or the Required Covenant Lenders in accordance with Section 9.08(b)) to preserve the original intent thereof in light of such changes in GAAP; provided that all determinations made pursuant to the First Lien Net Leverage Ratio or the Total Net Leverage Ratio or any financial definition used therein shall be determined on the basis of GAAP as applied and in effect immediately before the relevant change in GAAP or the application thereof became effective, until the First Lien Net Leverage Ratio or the Total Net Leverage Ratio or such financial definition is amended. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect from time to time. Notwithstanding any other provision contained herein, (a) any lease that is treated as an operating lease for purposes of GAAP as of the Closing Date shall not be treated as Indebtedness or as a Capitalized Lease Obligation and shall continue to be treated as an operating lease (and any future lease, if it were in effect on the Closing Date, that would be treated as an operating lease for purposes of GAAP as of the Closing Date shall be treated as an operating lease), in each case for purposes of this Agreement, notwithstanding any actual or proposed change in GAAP after the Closing Date and (b) 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 Statement of Financial Accounting Standards 141R or ASC 805 (or any other financial accounting standard having a similar result or effect).

SECTION 1.03. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Credit Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Credit Borrowing”).

SECTION 1.04. Rounding. The calculation of any financial ratios under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one

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place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-down if there is no nearest number).

SECTION 1.05. References to Agreements and Laws. Unless otherwise expressly provided herein, (a) all references to documents, instruments and other agreements (including the Loan Documents and Organization Documents) shall be deemed to include all subsequent amendments, restatements, amendments and restatements, supplements and other modifications thereto, but only to the extent that such amendments, restatements, amendments and restatements, supplements and other modifications are not prohibited by any Loan Document and (b) references to any law, statute, rule or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law.

SECTION 1.06. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

SECTION 1.07. Timing of Payment or Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment or performance shall extend to the immediately succeeding Business Day and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that with respect to any payment of interest on or principal of Eurodollar Loans, if such extension would cause any such payment to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

SECTION 1.08. Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the undrawn face amount of such Letter of Credit in effect at such time.

SECTION 1.09. Exchange Rate; Currency Equivalents Generally. For purposes of determining compliance with the provisions of this Agreement on any date of determination (including the issuance, amendment or extension of a Letter of Credit), any Alternative Currency will be converted to dollars on the basis of the Spot Rate (as defined below) as determined by the Administrative Agent at such time. Notwithstanding the foregoing, for purposes of determining compliance with Article II and Sections 6.01, 6.02 and 6.03 of this Agreement with respect to any amount of Indebtedness or Investment denominated in an Alternative Currency, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred or made; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.09 shall otherwise apply to such Article and such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred or made on any date) may be incurred or made under such Article and such Sections. For purposes of this Section 1.09, the “Spot Rate” for a currency means the rate determined by the Administrative Agent to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date of such determination; provided that the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.

SECTION 1.10. Alternative Currencies. Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Parent Borrower’s consent to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.

SECTION 1.11. Pro Forma Calculations. Notwithstanding anything to the contrary herein:

(a)For purposes of determining whether any action is otherwise permitted to be taken hereunder, the First Lien Net Leverage Ratio and the Total Net Leverage Ratio shall be

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calculated as follows, in the event that the Parent Borrower or any Restricted Subsidiary (i) incurs, redeems, retires or extinguishes any Indebtedness or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which such ratio is being calculated but prior to or simultaneously with the event for which the calculation of such ratio is made (a “Ratio Calculation Date”), then such ratio shall be calculated giving pro forma effect to such incurrence, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

(b)For purposes of making the computation referred to in clause (a) above or calculation of any basket that is based on a percentage of Total Assets, Specified Transactions made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the relevant Ratio Calculation Date, and other operational changes that the Parent Borrower or any of its Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with such Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP assuming that all such Specified Transactions and other operational changes had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Specified Transaction or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction or operational change had occurred at the beginning of the applicable four-quarter period.

(c)For purposes of this Section 1.11, whenever pro forma effect is to be given to any Specified Transaction or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower. Any such pro forma calculation may include “run rate” adjustments appropriate, in the reasonable determination of the Parent Borrower as set forth in an Officer’s Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent reference period in which the effects thereof are expected to be realized relating to the Transactions, such Specified Transaction or such implementation of an operational change; provided that such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable and otherwise comply with the limitations set forth in the definition of “EBITDA.”

(d) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the First Lien Net Leverage Ratio or the Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom or requiring the accuracy of representations and warranties) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shall, at the option of the

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Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured or determined on a pro forma basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Parent Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with on such date. For the avoidance of doubt, (x) if any of such ratios or baskets are exceeded as a result of fluctuations in such ratio or basket (including due to fluctuations in EBITDA of the Parent Borrower or the target of any Limited Condition Acquisition (other than as a result of any incurrence, Disposition or Restricted Payment) at or prior to the consummation of the relevant Limited Condition Acquisition), such ratios, baskets and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Parent Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 6.11) or basket availability with respect to any other transaction on or following the relevant LCA Test Date 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 (x) calculated (and tested) 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 and (y) also calculated (and tested) 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 not been consummated.

ARTICLE II

The Credits

SECTION 2.01. Commitments.

(a)Subject to the terms and conditions herein set forth, each Lender agrees, severally and not jointly, (ai) to make a Tranche A Term Loan to the Parent Borrower on the Closing Date in a principal amount not to exceed its Tranche A Term Loan Commitment, (bii) to make a Tranche B-1 Term Loan to the Parent Borrower on the Closing Date in a principal amount not to exceed its Tranche B-1 Term Loan Commitment and (ciii) to make Revolving Loans to the Borrowers, at any time and from time to time during the applicable Revolving Credit Commitment Period, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment as then in effect; provided that (x) no Revolving Credit Lender shall make any Revolving Loans in any Alternative Currency if, after giving effect to the making of such Revolving Loan, the sum of the Dollar Equivalent of the then outstanding Revolving Loans in Alternative Currencies and the then outstanding L/C Exposure in Alternative Currencies would exceed $150,000,000 (the “Alternative Currency Sublimit”) and (y) the aggregate amount of Revolving Loans (the “Foreign Subsidiary Borrower Sublimit”) made to Foreign Subsidiary Borrowers shall at no time exceed $50,000,000 (it being understood that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Loans in any Alternative Currency and the then outstanding L/C Exposure with respect to any Letters of Credit issued in an Alternative Currency on the date on which the Parent Borrower has given the Administrative Agent a Borrowing Request with respect to any Revolving

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Loan for purposes of determining compliance with this clause (ciii)). Within the limits set forth in clause (ciii) of the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Tranche A Term Loans and Tranche B-1 Term Loans may not be reborrowed.

(b) Subject to the terms and conditions set forth in the First Amendment (i) the Additional Tranche B-2 Term Loan Lender agrees to make a Tranche B-2 Term Loan to the Parent Borrower on the First Amendment Effective Date in a principal amount not to exceed its Additional Tranche B-2 Term Loan Commitment on the First Amendment Effective Date, (ii) each Converting Consenting Lender agrees to have all of its outstanding Tranche B-1 Term Loans (or such lesser amount as notified and allocated to such Converting Consenting Lender by the Administrative Agent, as determined by the Parent Borrower and the Administrative Agent in their sole discretion) converted to an equivalent principal amount of Tranche B-2 Term Loans effective as of the First Amendment Effective Date and (iii) each Non-Converting Consenting Lender agrees to have all of its outstanding Tranche B-1 Term Loans prepaid and will purchase by assignment from the Additional Tranche B-2 Term Loan Lender, in accordance with the terms of this Agreement, Tranche B-2 Term Loans in a principal amount equal to the principal amount of such Tranche B-1 Term Loans (or such lesser amount as notified and allocated to such Non-Converting Consenting Lender by the Administrative Agent, as determined by the Parent Borrower and the Administrative Agent in their sole discretion). Amounts paid or prepaid in respect of the Tranche B-2 Term Loans may not be reborrowed.

SECTION 2.02. Loans.

(a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f) and subject to Section 2.22, the Loans comprising any Borrowing shall be in an aggregate principal amount that is not less than the lesser of (i) the Minimum Currency Threshold or (ii) equal to the remaining available balance of the applicable Commitments.

(b) Subject to Sections 2.02(e), 2.08 and 2.15, (i) all Loans denominated in dollars (other than Swingline Loans) shall be made as ABR Loans or Eurodollar Loans, (ii) all Loans denominated in Canadian Dollars shall be made as BA Rate Loans; provided, however, that all such Loans pursuant to the foregoing subclauses (i) shall be made as ABR Loans, unless, subject to Section 2.15, the Borrowing Request specifies that all or a portion thereof shall be Eurodollar Loans, (iii) all Swingline Loans shall be dollar denominated and shall be made as ABR Loans, and (iv) all Loans denominated in any currency other than dollars or Canadian Dollars shall be made as Eurodollar Loans or otherwise pursuant to Section 2.06(e), as the Parent Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan or BA Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the relevant Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than fifteen Eurodollar Borrowings outstanding hereunder at any time; provided, that Borrowers shall be entitled to five additional Eurodollar Borrowings for each Class of Loans established after the Closing Date. For the avoidance of doubt, notwithstanding any other provision herein, the Borrowers shall not request any Borrowings of Canadian Base Rate Loans.

(c) Except with respect to Loans deemed made pursuant to Section 2.02(f) and subject to Sections 2.03 and 2.22, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:30 p.m. and the Administrative Agent shall promptly wire transfer the amounts so received to an account designated by the relevant Borrower in the

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applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.

(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the relevant Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the relevant Borrower to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrowers, a rate per annum equal to the interest rate applicable to the Loans comprising such Borrowing at the time and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate plus the Applicable Percentage then in effect for ABR Revolving Loans. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement and (x) the relevant Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease and (y) if the relevant Borrower pays such amount to the Administrative Agent, the amount so paid shall constitute a repayment of such Borrowing by such amount.

(e) Notwithstanding any other provision of this Agreement, the Borrowers shall not be entitled to request any Eurodollar Borrowing or BA Rate Borrowing if the Interest Period requested with respect thereto would end after (i) with respect to the Revolving Loans, the applicable Revolving Credit Maturity Date and (ii) with respect to Term Loans, the applicable Term Loan Maturity Date.

(f) If the relevant Issuing Bank shall not have received from the relevant Borrower the payment required to be made by Section 2.23(e) within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof (and, in the case of any L/C Disbursement made in an Alternative Currency, calculated using the Dollar Equivalent of such L/C Disbursement, as determined on the date on which such L/C Disbursement was made by the relevant Issuing Bank). Each Revolving Credit Lender shall pay by wire transfer of immediately available funds in dollars to the Administrative Agent not later than 2:00 p.m. on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon) on any day, not later than 10:00 a.m. on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such L/C Disbursement as determined above (it being understood that such amount shall be deemed to constitute an ABR Revolving Loan of such Lender’s Class or Classes of Revolving Credit Commitments then in effect and such payment shall be deemed to have reduced the L/C Exposure), and the Administrative Agent will promptly pay to the relevant Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the relevant Issuing Bank any amounts received by it from the relevant Borrower pursuant to Section 2.23(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to such Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the relevant Borrower severally agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the relevant Issuing Bank at (i) in the case of the relevant Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the

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case of such Lender, for the first such day, the Federal Funds Effective Rate (or, in the case of amounts owed in an Alternative Currency, at the respective Issuing Bank’s customary rate for interbank advances denominated in such Alternative Currency), and for each day thereafter, the interest rate applicable to ABR Revolving Loans.

SECTION 2.03. Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or, a deemed Borrowing pursuant to Section 2.02(f) or a Borrowing pursuant to Section 2.01(b)(ii), as to which this Section 2.03 shall not apply), the relevant Borrower shall notify the Administrative Agent of such request (a) in the case of a Eurodollar Borrowing or a BA Rate Borrowing, not later than 12:30 p.m. 3 Business Days (or 4 Business Days in the case of a Special Notice Currency) before a proposed Borrowing and (b) in the case of an ABR Borrowing or Canadian Base Rate Borrowing, not later than 12:30 p.m. 1 Business Day before a proposed Borrowing. Each such request shall be irrevocable, shall be delivered to the Administrative Agent in the form of a written Borrowing Request and shall specify the following information: (i) the Class of Borrowing requested and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing or, in the case of a Borrowing in Canadian Dollars, whether such Borrowing is to be a BA Rate Borrowing or a Canadian Base Rate Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount and currency of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing or a BA Rate Borrowing, the initial Interest Period or Interest Periods with respect thereto and (vi) the Revolving Credit Exposure (after giving effect to the proposed Borrowing); provided, however, that notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02 If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing or, in the case of a Borrowing in Canadian Dollars, a Canadian Base Rate Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the relevant Borrower shall be deemed to have selected an Interest Period of 1 month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

SECTION 2.04. Evidence of Debt; Repayment of Loans.

(a) (i) The Parent Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender, (x) the principal amount of each Term Loan of such Lender as provided in Section 2.11 and (y) on the applicable Revolving Credit Maturity Date, the then unpaid principal amount of each related Revolving Loan of such Lender made to the Parent Borrower and (ii) each Foreign Subsidiary Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender, on the applicable Revolving Credit Maturity Date, the then unpaid principal amount of each related Revolving Loan of such Lender made to such Foreign Subsidiary Borrower. Each Borrower hereby promises to pay to the Swingline Lender on the applicable Revolving Credit Maturity Date the then unpaid principal amount of each related Swingline Loan made to such Borrower.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the relevant Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c) The Administrative Agent shall maintain accounts in which it will record (i) the relevant Borrower, (ii) the amount of each Loan made hereunder, the Class and Type thereof and, if applicable, the Interest Period applicable thereto, (iii) the amount of any principal or interest due and payable or to become due and payable from the relevant Borrower to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent hereunder from the Borrowers or any Guarantor and each Lender’s share thereof.

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(d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrowers to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note in substantially the form of Exhibit G-1 or Exhibit G-2, as applicable, with appropriate insertions and deletions (each, a “Note”). In such event, the relevant Borrower shall execute and deliver to such Lender a Note payable to such Lender and its permitted registered assigns. Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive such a Note, the interests represented by such Note shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more Notes payable to the payee named therein or its registered assigns.

SECTION 2.05. Fees.

(a) The Parent Borrower agrees to pay to each Revolving Credit Lender under the initial Revolving Credit Facility, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing December 31, 2015, and on each date on which the Revolving Credit Commitment of such Lender under such Revolving Credit Facility shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to the Applicable Percentage per annum on the actual daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing on or after the Closing Date or ending with the applicable Revolving Credit Maturity Date or the date on which the Revolving Credit Commitment of such Lender under such Revolving Credit Facility shall be terminated); provided any Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Parent Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such Commitment Fee shall otherwise have been due and payable by the Parent Borrower prior to such time; and provided, further, that no Commitment Fee shall accrue on the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Notwithstanding the foregoing, the provisions of this Section 2.05(a) to the extent otherwise applicable to Extended Revolving Credit Commitments shall be subject to modification as expressly provided in Section 2.25.

(b) The Parent Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the applicable Fee Letter at the times and in the amounts specified therein (the “Administration Fee”).

(c) The relevant Borrower agrees to pay (i) to each Revolving Credit Lender under the initial Revolving Credit Facility, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing December 31, 2015, and on the date on which the Revolving Credit Commitment of such Lender under such Revolving Credit Facility shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate undrawn amounts of all outstanding Letters of Credit during the preceding quarter (or shorter period commencing on or after the Closing Date or ending with the applicable Revolving Credit Maturity Date or the date on which all Letters of Credit under such Revolving Credit Facility have been canceled or have expired and the Revolving Credit Commitments of all Lenders under such Revolving Credit Facility shall have been terminated) at a rate per annum equal to the Applicable Percentage then in effect for the applicable Class or Classes of such Revolving Credit Lender’s Revolving Credit Commitments used to determine the interest rate on Eurodollar Revolving Credit Borrowings minus the Issuing Bank Fees referred to in clause (ii)(A) below, and (ii) to the relevant Issuing Bank (A) with respect to each outstanding Letter of Credit a fronting fee that shall accrue at a rate of 0.125% per annum (or such lesser rate as shall be separately agreed upon between the relevant

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Borrower and such Issuing Bank) on the undrawn amount of such Letter of Credit, payable quarterly in arrears on the last day of March, June, September and December of each year, commencing December 31, 2015, and upon expiration of the applicable Letter of Credit or any earlier termination of the Revolving Credit Commitment and (B) within 30 days after demand therefor such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank or processing of drawings thereunder (the fees in this clause (ii) being collectively the “Issuing Bank Fees”). Notwithstanding the foregoing, the provisions of this Section 2.05(c), solely to the extent otherwise applicable to fees payable on that portion (if any) of Letters of Credit participated in by Revolving Credit Lenders pursuant to Extended Revolving Credit Commitments, shall be subject to modification as expressly provided in Section 2.25.

(d) All Fees shall be computed on the basis of the actual number of days elapsed in a year of

360 days, and shall be paid, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders and the Issuing Banks, except that the Issuing Bank Fees shall be paid directly to the Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances absent manifest error.

SECTION 2.06. Interest on Loans.

(a) Subject to the provisions of Section 2.07, the Loans comprising each ABR Borrowing, including each Swingline Loan, shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage in effect from time to time.

(b) Subject to the provisions of Section 2.07, the Loans comprising each Canadian Base Rate Borrowing shall bear interest at a rate per annum equal to the Canadian Base Rate plus the Applicable Percentage in effect from time to time.

(c) Subject to the provisions of Section 2.07, Loans comprising a Eurodollar Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage in effect from time to time.

(d) Subject to the provisions of Section 2.07, Loans comprising a BA Rate Borrowing shall bear interest at a rate per annum equal to the BA Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage in effect from time to time.

(e) Subject to the provisions of Section 2.07, Loans comprising Borrowings denominated in an Alternative Currency approved under Section 9.08(b) shall bear interest at a rate per annum designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent plus the Applicable Percentage in effect from time to time.

(f) Interest, including interest payable pursuant to Section 2.07, shall be computed on the basis of the actual number of days elapsed over a year of 360 days (other than computations of interest for ABR Loans, Canadian Base Rate Loans and Loans denominated in Sterling which shall be made by the Administrative Agent on the basis of the actual number of days elapsed over a year of 365 or 366 day, as applicable) and shall be calculated from and including the date of the relevant Borrowing to, but excluding, the date of repayment thereof. Interest on each Loan shall be payable on the Interest Payment Dates applicable to such Loan, except as otherwise provided in this Agreement. The applicable Alternate Base Rate, Adjusted LIBO Rate, Canadian Base Rate or BA Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.07. Default Interest. If an Event of Default under Section 7.01(b) or (c) shall have occurred and shall be continuing, by acceleration or otherwise, then, upon the request of the Required Lenders until the related defaulted amount shall have been paid in full, to the extent permitted by law, such overdue amount shall bear interest (after as well as before judgment), payable on demand, (a) in the

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case of principal of a Loan, at the rate otherwise applicable to such Loan pursuant to Section 2.06 plus 2.00% per annum and (b) in all other cases, at a rate per annum equal to the rate that would be applicable to an ABR Revolving Loan plus 2.00% per annum.

SECTION 2.08. Alternate Rate of Interest. In the event, and on each occasion, that (i) the Administrative Agent shall have reasonably determined that deposits in the principal amounts and denominations of the Loans comprising such Borrowing are not generally available in the London interbank market, or

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FIRST AMENDMENT TO CREDIT AGREEMENT