Credit Agreement Sample Contracts

Agreement and Amendment No. 4 to Credit Agreement (February 20th, 2018)

This Agreement and Amendment No. 4 to Credit Agreement (this "Agreement") dated as of February 16, 2018 (the "Amendment Effective Date") is among Oceaneering International, Inc., a Delaware corporation (the "Borrower"), the Lenders (as defined below) party hereto and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as Swing Line Lender (as defined in the Credit Agreement described below).

CREDIT AGREEMENT Dated as of March 24, 2016, as Amended and Restated as of December 14, 2017 Among (February 20th, 2018)

This CREDIT AGREEMENT dated as of March 24, 2016, as amended and restated as of December 14, 2017 (this "Agreement"), is entered into among CENTENE CORPORATION (the "Company"), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the "Lenders") and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders.

$400,000,000 CREDIT AGREEMENT Dated as of November 21, 2017 Among WYNDHAM WORLDWIDE CORPORATION, as Borrower THE LENDERS REFERRED TO HEREIN, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK USA, WELLS FARGO BANK, N.A., SUNTRUST BANK, THE BANK OF NOVA SCOTIA, U.S. BANK NATIONAL ASSOCIATION, BARCLAYS BANK PLC and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Co-Documentation Agents JPMORGAN CHASE BANK, N.A. And MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Bookrunners JPMORGAN CHASE BANK (February 20th, 2018)
Amendment No. 2 to Credit Agreement (February 20th, 2018)

CREDIT AGREEMENT dated as of May 27, 2015 (as it may be amended or modified from time to time, this "Agreement"), among Cooper Tire & Rubber Company, a Delaware corporation, any Foreign Subsidiary Borrowers party hereto from time to time, as Borrowers, the Lenders party hereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.

TD Ameritrade – CREDIT AGREEMENT Dated as of February 16, 2018 Among TD AMERITRADE HOLDING CORPORATION, as Borrower the Lenders Party Hereto, BARCLAYS BANK PLC, as Syndication Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent WELLS FARGO SECURITIES, LLC and BARCLAYS BANK PLC, as Joint Bookrunners and Joint Lead Arrangers (February 20th, 2018)

CREDIT AGREEMENT dated as of February 16, 2018, among TD AMERITRADE HOLDING CORPORATION, a Delaware corporation (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), BARCLAYS BANK PLC, as syndication agent (the Syndication Agent), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the Administrative Agent).

364-Day CREDIT AGREEMENT Dated as of February 16, 2018 Among HONEYWELL INTERNATIONAL INC., as Borrower, and THE INITIAL LENDERS NAMED HEREIN, as Initial Lenders, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and GOLDMAN SACHS BANK USA, as Syndication Agent and JPMORGAN CHASE BANK, N.A. And GOLDMAN SACHS BANK USA, as Joint Lead Arrangers and Co-Book Managers (February 20th, 2018)

Page ARTICLE I 6 SECTION 1.01. Certain Defined Terms 6 SECTION 1.02. Computation of Time Periods 20 SECTION 1.03. Accounting Terms 20 ARTICLE II 20 SECTION 2.01. The Advances 20 SECTION 2.02. Making the Advances 21 SECTION 2.03. [Reserved] 22 SECTION 2.04. [Reserved] 22 SECTION 2.05. Fees 22 SECTION 2.06. Termination

Amendment No. 1 to Credit Agreement (February 20th, 2018)

This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of February 15, 2018 (this Amendment), is entered into among XEROX CORPORATION (the Borrower), certain Lenders signatory hereto, CITIBANK, N.A., as administrative agent (in such capacity, the Agent) under the Amended and Restated Credit Agreement, dated as of August 9, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the Credit Agreement), among the Borrower, the subsidiary borrowers and guarantors from time to time party thereto, the Lenders from time to time party thereto and the Agent.

Air T, Inc. – Amendment No. 1 to Credit Agreement (February 20th, 2018)

This AMENDMENT NO. 1 TO CREDIT AGREEMENT dated as of February 15, 2018 (the "Amendment"), between Air T, Inc., a Delaware corporation (the "Borrower"), and Minnesota Bank & Trust, a Minnesota state banking corporation (the "Lender").

Jones Energy Inc. – Amendment No. 12 to Credit Agreement (February 16th, 2018)

This AMENDMENT NO. 12 TO CREDIT AGREEMENT (this Agreement) dated as of February 13, 2018 (the Effective Date), is among Jones Energy Holdings, LLC, a Delaware limited liability company (the Borrower), Jones Energy, Inc., a Delaware corporation and the parent company of the Borrower (Jones Parent), the undersigned subsidiaries of the Borrower as guarantors (together with Jones Parent, collectively, the Guarantors), the Lenders (as defined below) and Wells Fargo Bank, N.A. (Wells Fargo), in its capacity as administrative agent for the Lenders (in such capacity, the Administrative Agent).

Simon Property Group L P – AMENDED AND RESTATED $3,500,000,000 CREDIT AGREEMENT Dated as of February 15, 2018 Among SIMON PROPERTY GROUP, L.P. THE INSTITUTIONS FROM TIME TO TIME PARTY HERETO AS LENDERS and JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT and JPMORGAN CHASE BANK, N.A. And MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS and BNP PARIBAS SECURITIES CORP., CITIGROUP GLOBAL MARKETS INC., MIZUHO BANK, LTD., PNC CAPITAL MARKETS LLC, SOCIETE GENERALE, SUMITOMO MITSUI BANKING CORPORATION, U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO SECURITIES LLC, AS JOINT LE (February 15th, 2018)

This Amended and Restated Credit Agreement, dated as of February 15, 2018 (as amended, supplemented or modified from time to time, the Agreement) is entered into among SIMON PROPERTY GROUP, L.P., the Qualified Borrowers party hereto, the institutions from time to time a party hereto as Lenders, whether by execution of this Agreement or an Assignment and Acceptance, the institutions from time to time a party hereto as Co-Agents, whether by execution of this Agreement or an Assignment and Acceptance, and JP MORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as joint lead arranger and joint bookrunner, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as joint lead arranger and joint bookrunner, the financial institutions listed on the cover page to this Agreement as Joint Lead Arrangers, as joint lead arrangers, BANK OF AMERICA, N.A., as Syndication Agent, the financial institutions listed on the cover page to this Agreement as Co-Syndication Agents, as Co-Syn

Victory Capital Holdings, Inc. – CREDIT AGREEMENT Dated as of February 12, 2018 Among VICTORY CAPITAL HOLDINGS, INC., as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, ROYAL BANK OF CANADA, as Administrative Agent, RBC CAPITAL MARKETS* and JPMORGAN CHASE BANK, N.A., as Joint Lead Arrangers and Joint Bookrunners, and JPMORGAN CHASE BANK, N.A., as Syndication Agent (February 15th, 2018)

CREDIT AGREEMENT, dated as of February 12, 2018 (this Agreement), by and among Victory Capital Holdings, Inc., a Delaware corporation (the Borrower), the Lenders (as defined below) from time to time party hereto, Royal Bank of Canada (Royal Bank), in its capacities as administrative agent and collateral agent for the Secured Parties (in its capacities as administrative agent and collateral agent, together with its successors in such capacities, the Administrative Agent), and Royal Bank, as Issuing Bank.

Baltimore Gas & Electric Co – CREDIT AGREEMENT Dated as of November 28, 2017 Among EXGEN RENEWABLES IV, LLC, as Borrower, EXGEN RENEWABLES IV HOLDING, LLC, as Holding, THE LENDERS PARTY HERETO, (February 9th, 2018)

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

CREDIT AGREEMENT Dated as of November 9, 2017 Among USA TECHNOLOGIES, INC., the Loan Parties Party Hereto, the Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (February 9th, 2018)

CREDIT AGREEMENT dated as of November 9, 2017 (as it may be amended or modified from time to time, this "Agreement"), among USA TECHNOLOGIES, INC., a Pennsylvania corporation (the "Borrower"), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Silver Run Acquisition Corp II – Credit Agreement (February 9th, 2018)

THIS CREDIT AGREEMENT is made as of August 8, 2017, by and among Kingfisher Midstream, LLC, a Delaware limited liability company (Borrower), ABN AMRO Capital USA LLC, as Administrative Agent and as initial LC Issuer, and the Lenders referred to below.

Amendment No. 3 to Credit Agreement (February 9th, 2018)

AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of February 5, 2018 (this "Amendment"), to the Amended and Restated Credit Agreement dated as of February 14, 2017 (as amended by Amendment No. 1 to Credit Agreement dated as of March 31, 2017, Amendment No. 2 to Credit Agreement dated June 2, 2017 and as otherwise amended, supplemented and modified from time to time, the "Credit Agreement") among NGL ENERGY PARTNERS LP, a Delaware limited partnership ("Parent"), NGL ENERGY OPERATING LLC, a Delaware limited liability company ("Borrowers' Agent"), each subsidiary of the Parent identified as a "Borrower" under the Credit Agreement (together with the Borrowers' Agent, each, a "Borrower" and collectively, the "Borrowers"), each subsidiary of Parent identified as a "Guarantor" under the Credit Agreement (together with the Parent, each, a "Guarantor" and collectively, the "Guarantors") DEUTSCHE BANK AG, NEW YORK BRANCH, as technical agent (in such capacity, together with its successors in such ca

SEACOR Marine Holdings Inc. – CREDIT AGREEMENT Dated as of February 8, 2018 Among FALCON GLOBAL USA LLC as Borrower, FALCON GLOBAL OFFSHORE LLC, FALCON GLOBAL OFFSHORE II LLC, (February 9th, 2018)

CREDIT AGREEMENT dated as of February 8, 2018 (as it may be amended or modified from time to time, this "Agreement"), among FALCON GLOBAL USA LLC., a Delaware limited liability company ("Borrower"), FALCON GLOBAL OFFSHORE LLC, a Delaware limited liability company ("FG"), FALCON GLOBAL OFFSHORE II LLC, a Delaware limited liability company ("FG II"), FALCON GLOBAL JILL LLC, a Delaware limited liability company ("FG JILL"), FALCON GLOBAL ROBERT LLC, a Delaware limited liability company ("FG ROBERT") FALCON GLOBAL LLC, a Delaware limited liability company ("FGL" and collectively with FG, FG II, FG JILL and FG ROBERT, together, the "Loan Guarantors"), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank, and Security Trustee for the Lenders.

Manitowoc Foodservice, Inc. – Amendment No. 4 to Credit Agreement (February 7th, 2018)

This Amendment No. 4 to Credit Agreement (this Amendment) is entered into as of February 2, 2018 by and among Welbilt, Inc., a Delaware corporation (formerly known as Manitowoc Foodservice, Inc.) (the Borrower), the Subsidiary Borrowers (as defined in the Credit Agreement (as defined below)) signatory hereto, JPMorgan Chase Bank, N.A., individually (JPMorgan) and as administrative agent (the Administrative Agent), and the other financial institutions signatory hereto.

Varex Imaging Corp – Waiver and Amendment No. 1 to Credit Agreement (February 7th, 2018)

THIS WAIVER AND AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment"), dated as of December 22, 2017, is made between Varex Imaging Corporation (the "Borrower"), certain of the Borrower's subsidiaries listed on the signature pages hereof under the heading "GUARANTORS" (each a "Guarantor", and, collectively, the "Guarantors"), the lenders listed on the signature pages hereof under the heading "LENDERS" (each a "Lender" and, collectively, the "Lenders"), and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the "Administrative Agent").

Victory Capital Holdings, Inc. – Amendment No. 6 to Credit Agreement (February 6th, 2018)

AMENDMENT NO. 6, dated as of August 1, 2017, by and among VICTORY CAPITAL OPERATING, LLC, a Delaware limited liability company (the Borrower), VCH HOLDINGS, LLC, a Delaware limited liability company (Holdings), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (the Administrative Agent), ROYAL BANK OF CANADA (Royal Bank), as the Amendment No. 6 Arranger and the Tranche B-1 Fronting Bank (as defined below) and each Participating Lender (as defined below) party hereto (this Amendment), to the Credit Agreement, dated as of October 31, 2014, among the Borrower, Holdings, the Administrative Agent, and each lender from time to time party thereto (as amended, restated, supplemented or otherwise modified prior to the date hereof, the Credit Agreement). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, as amended by this Amendment.

Victory Capital Holdings, Inc. – Amendment No. 5 to Credit Agreement (February 6th, 2018)

AMENDMENT NO. 5, dated as of February 6, 2017 (this Amendment), by and among VICTORY CAPITAL OPERATING, LLC, a Delaware limited liability company (the Borrower), VCH HOLDINGS, LLC, a Delaware limited liability company (Holdings), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (the Administrative Agent), ROYAL BANK OF CANADA (Royal Bank), as the Amendment No. 5 Arranger and an Amendment No. 5 Incremental Term Lender, and each other Amendment No. 5 Incremental Term Lender (each as defined below), to the Credit Agreement, dated as of October 31, 2014 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the Credit Agreement), among the Borrower, Holdings, the Administrative Agent, and each lender from time to time party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, as amended by this Amendment and Amendment No. 4.

Victory Capital Holdings, Inc. – CREDIT AGREEMENT Dated as of October 31, 2014, Among VCH HOLDINGS, LLC, as Holdings, VICTORY CAPITAL OPERATING, LLC, as Borrower, the Lenders Party Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent (February 6th, 2018)

CREDIT AGREEMENT dated as of October 31, 2014 (as may be further amended, restated, supplemented or otherwise modified from time to time, this Agreement), among VICTORY CAPITAL OPERATING, LLC, a Delaware limited liability company (the Borrower), VCH HOLDINGS, LLC, a Delaware limited liability company (Holdings), the LENDERS party hereto and Morgan Stanley Senior Funding, Inc., as Administrative Agent. Capitalized terms used without definition in this Agreement have the meanings given to them in Section 1.01.

SENIOR-SECURED SUPER-PRIORITY PRIMING DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of February 5, 2018 Among CENVEO CORPORATION, as Borrower, CENVEO, INC., as a Guarantor, WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent and the Lenders Party Hereto (February 6th, 2018)

This SENIOR-SECURED SUPER-PRIORITY PRIMING DEBTOR-IN-POSSESSION CREDIT AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this Agreement) is entered into as of February 5, 2018, among CENVEO CORPORATION, a Delaware corporation, as borrower and a debtor-in-possession in the Chapter 11 Cases (as defined below) (the Borrower), CENVEO, INC., a Colorado corporation (Holdings), as a Guarantor (as defined below) and a debtor-in-possession in the Chapter 11 Cases, each lender from time to time party hereto (collectively, the Lenders and individually, a Lender) and Wilmington Savings Fund Society, FSB, as Administrative Agent (as defined below).

Amendment No. 1 to the Credit Agreement (February 6th, 2018)

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT among ADVANCE STORES COMPANY, INCORPORATED, a Virginia corporation (the "Borrower"), ADVANCE AUTO PARTS, INC., a Delaware corporation ( "Parent"), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the "Lenders") and BANK OF AMERICA, N.A., as administrative agent (the "Administrative Agent") for the Lenders.

Victory Capital Holdings, Inc. – Amendment No. 1 to Credit Agreement (February 6th, 2018)

AMENDMENT NO. 1, dated as of May 5, 2015 (this Amendment), by and among VICTORY CAPITAL OPERATING, LLC, a Delaware limited liability company (the Borrower), VCH HOLDINGS, LLC, a Delaware limited liability company (Holdings), VICTORY CAPITAL MANAGEMENT, INC., a New York corporation (VCM), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (the Administrative Agent) and Amendment No. 1 Incremental Term Lender, to the Credit Agreement, dated as of October 31, 2014 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the Credit Agreement), among the Borrower, Holdings, the Administrative Agent, and each lender from time to time party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, as amended by this Amendment.

CREDIT AGREEMENT Among APPLIED INDUSTRIAL TECHNOLOGIES, INC. As Borrower THE LENDERS NAMED HEREIN as Lenders and KEYBANK NATIONAL ASSOCIATION as Administrative Agent, Swing Line Lender and Issuing Lender KEYBANC CAPITAL MARKETS, INC. As Joint Lead Arranger and Sole Book Runner PNC BANK, NATIONAL ASSOCIATION JPMORGAN CHASE BANK, N.A. As Joint Lead Arrangers and Co- Syndication Agents BRANCH BANKING AND TRUST COMPANY FIFTH THIRD BANK as Joint Lead Arrangers and Co-Documentation Agents Dated as of January 31, 2018 (February 6th, 2018)

This CREDIT AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this "Agreement") is made effective as of the 31st day of January, 2018 among:

Victory Capital Holdings, Inc. – Amendment No. 4 to Credit Agreement (February 6th, 2018)

AMENDMENT NO. 4, dated as of February 6, 2017 (this Amendment), by and among VICTORY CAPITAL OPERATING, LLC, a Delaware limited liability company (the Borrower), VCH HOLDINGS, LLC, a Delaware limited liability company (Holdings), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (the Administrative Agent), ROYAL BANK OF CANADA (Royal Bank), as the Amendment No. 4 Arranger (as defined below) and the Lenders (as defined in the Credit Agreement (as defined below) party hereto (collectively, the Consenting Lenders), to the Credit Agreement, dated as of October 31, 2014 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the Credit Agreement), among the Borrower, Holdings, the Administrative Agent, and each lender from time to time party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, as amended by this Amendment and Amendment No. 5.

Victory Capital Holdings, Inc. – Amendment No. 3 to Credit Agreement (February 6th, 2018)

AMENDMENT NO. 3, dated as of July 29, 2016 (this Amendment), by and among VICTORY CAPITAL OPERATING, LLC, a Delaware limited liability company (the Borrower), VCH HOLDINGS, LLC, a Delaware limited liability company (Holdings), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (the Administrative Agent), and ROYAL BANK OF CANADA (Royal Bank), as the Amendment No. 3 Arranger and an Amendment No. 3 Incremental Term Lender (each as defined below), to the Credit Agreement, dated as of October 31, 2014 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the Credit Agreement), among the Borrower, Holdings, the Administrative Agent, and each lender from time to time party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, as amended by this Amendment and Amendment No. 2.

Victory Capital Holdings, Inc. – Amendment No. 2 to Credit Agreement (February 6th, 2018)

AMENDMENT NO. 2, dated as of July 29, 2016 (this Amendment), by and among VICTORY CAPITAL OPERATING, LLC, a Delaware limited liability company (the Borrower), VCH HOLDINGS, LLC, a Delaware limited liability company (Holdings), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (the Administrative Agent), and ROYAL BANK OF CANADA (Royal Bank), as the Amendment No. 2 Arranger (as defined below), to the Credit Agreement, dated as of October 31, 2014 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the Credit Agreement), among the Borrower, Holdings, the Administrative Agent, and each lender from time to time party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, as amended by this Amendment and Amendment No. 3.

Atkore International Group Inc. – 2 1003890531v6 "2018 Supplemental Term Loans": Term Loans Made on the First Amendment Effective Date by Each Lender Holding a Supplemental Term Loan Commitment Pursuant to the 2018 Increase Supplement. "First Amendment": The First Amendment to Amended and Restated First Lien Credit Agreement, Dated as of the First Amendment Effective Date, Among the Borrower, the Administrative Agent and the Lenders Party Thereto. "First Amendment Effective Date": February 2, 2018. (2) the Definition of Applicable Margin in Subsection 1.1 of the Credit Agreement Is Hereby Amended and Restated in Its Entirety a (February 5th, 2018)
Consent to Credit Agreement (February 5th, 2018)

CONSENT TO CREDIT AGREEMENT (this "Consent"), dated as of February 2, 2018, is entered into by and among CAREVIEW COMMUNICATIONS, INC., a Nevada corporation ("Holdings"), CAREVIEW COMMUNICATIONS, INC., a Texas corporation and a wholly-owned subsidiary of Holdings (the "Borrower"), and PDL INVESTMENT HOLDINGS, LLC (as assignee of PDL BioPharma, Inc.) ("PDL"), a Delaware corporation, in its capacity as lender (in such capacity, the "Lender") and in its capacity as agent (in such capacity, the "Agent").

364-Day CREDIT AGREEMENT Dated as of January 30, 2018, Among KELLOGG COMPANY, the LENDERS Party Hereto And (February 2nd, 2018)

364-DAY CREDIT AGREEMENT (this "Agreement") dated as of January 30, 2018, among KELLOGG COMPANY, a Delaware corporation; the LENDERS party hereto; and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

$212,500,000 CREDIT AGREEMENT Dated as of January 29, 2018 Among K. HOVNANIAN ENTERPRISES, INC., as Borrower HOVNANIAN ENTERPRISES, INC., as Holdings THE SUBSIDIARIES OF HOLDINGS NAMED HEREIN, as Subsidiary Guarantors WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and THE LENDERS PARTY HERETO (February 2nd, 2018)

This Confirmation and Acknowledgement, dated as of January 15, 2019 (this "Confirmation"), is being delivered in connection with the execution and delivery of that certain Supplemental Indenture dated as of the date hereof, among the Company, the Issuer, each other Guarantor (as defined therein) party thereto, the Trustee and the Collateral Agent, pursuant to which the Issuer is issuing additional 10.500% Senior Secured Notes due 2024 (the "Additional 10.500% Notes"). The parties hereto hereby acknowledge that any Senior Secured Notes (including without limitation, the Additional 10.500% Notes) issued on the date hereof or issued after the date hereof shall constitute Secured Notes and Junior Claims, and the holders of such Secured Notes and Junior Claims constitute Noteholders and Junior Creditors, in each case for all purposes under the Intercreditor Agreement (subject to the terms and conditions therein) and the Mortgage Tax Collateral Agency Agreement.

CREDIT AGREEMENT Dated as of January 31, 2018 Among WMG ACQUISITION CORP., as Borrower, THE LENDERS PARTY HERETO, and CREDIT SUISSE AG, as Administrative Agent, CREDIT SUISSE SECURITIES (USA) LLC, BARCLAYS BANK PLC, GOLDMAN SACHS BANK USA, MORGAN STANLEY SENIOR FUNDING, INC., NOMURA SECURITIES INTERNATIONAL, INC. And UBS SECURITIES LLC, as Joint Bookrunners and Joint Lead Arrangers and BARCLAYS BANK PLC, GOLDMAN SACHS BANK USA, MORGAN STANLEY SENIOR FUNDING, INC. And UBS SECURITIES LLC, as Syndication Agents (February 2nd, 2018)

This CREDIT AGREEMENT ("Agreement") is dated as of January 31, 2018 (the "Restatement Date"), among WMG ACQUISITION CORP., a Delaware corporation (the "Borrower"), each LENDER from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender") and CREDIT SUISSE AG, as administrative agent (in such capacity, including any successor thereto, the "Administrative Agent").

FIVE-YEAR CREDIT AGREEMENT Dated as of January 30, 2018, Among KELLOGG COMPANY, the BORROWING SUBSIDIARIES Party Hereto, the LENDERS Party Hereto And (February 2nd, 2018)

FIVE-YEAR CREDIT AGREEMENT (this "Agreement") dated as of January 30, 2018, among KELLOGG COMPANY, a Delaware corporation; the BORROWING SUBSIDIARIES party hereto; the LENDERS party hereto; and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Stepan Company – CREDIT AGREEMENT Dated as of January 30, 2018 Among STEPAN COMPANY as Company the Foreign Subsidiary Borrowers Party Hereto the Lenders Party Hereto and JPMORGAN CHASE BANK, N.A. As Administrative Agent and BANK OF AMERICA, N.A. As Syndication Agent JPMORGAN CHASE BANK, N.A. And MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as Joint Lead Arrangers and Joint Bookrunners (February 2nd, 2018)

CREDIT AGREEMENT (this Agreement) dated as of January 30, 2018 among STEPAN COMPANY, the FOREIGN SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.