Syndicated Facility Agreement Sample Contracts

DTZ Jersey Holdings Ltd – SYNDICATED FACILITY AGREEMENT (FIRST LIEN) Dated as of November 4, 2014 Among DTZ UK GUARANTOR LIMITED, as Holdings, DTZ U.S. BORROWER, LLC, as the U.S. Borrower and Borrower Representative, DTZ AUS HOLDCO PTY LIMITED, as the Australian Borrower UBS AG, STAMFORD BRANCH, as Administrative Agent, Collateral Agent and Swing Line Lender and THE OTHER LENDERS PARTY HERETO UBS SECURITIES LLC, as Syndication Agent, BANK OF AMERICA, N.A., as Documentation Agent, UBS SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CREDIT SUISSE SECURITIES (USA) LLC, CITIGROUP GLOBAL MARKETS INC., CR (June 20th, 2018)

This SYNDICATED FACILITY AGREEMENT (FIRST LIEN) (this Agreement) is entered into as of November 4, 2014, among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (Holdings), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the U.S. Borrower), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the Australian Borrower and, collectively with U.S. Borrower, the Borrowers), UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, including any successor thereto, the Administrative Agent) and as collateral agent (in such capacities, including any successor thereto, the Collateral Agent) under the Loan Documents, and each lender from time to time party hereto (collectively, the Lenders and individually, a Lender).

DTZ Jersey Holdings Ltd – SYNDICATED FACILITY AGREEMENT (SECOND LIEN) Dated as of November 4, 2014 Among DTZ UK GUARANTOR LIMITED, as Holdings, DTZ U.S. BORROWER, LLC, as the U.S. Borrower and Borrower Representative, DTZ AUS HOLDCO PTY LIMITED, as the Australian Borrower BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent and THE OTHER LENDERS PARTY HERETO BANK OF AMERICA, N.A., as Syndication Agent, UBS AG, STAMFORD BRANCH, as Documentation Agent, UBS SECURITIES LLC, BANK OF AMERICA, N.A., CREDIT SUISSE SECURITIES (USA) LLC, CITIGROUP GLOBAL MARKETS INC., CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, (June 20th, 2018)

This SYNDICATED FACILITY AGREEMENT (SECOND LIEN) (this Agreement) is entered into as of November 4, 2014, among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (Holdings), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the U.S. Borrower), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the Australian Borrower and, collectively with U.S. Borrower, the Borrowers), BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the Administrative Agent) and as collateral agent (in such capacities, including any successor thereto, the Collateral Agent) under the Loan Documents, and each lender from time to time party hereto (collectively, the Lenders and individually, a Lender).

Amendment No. 3 to Second Amended and Restated Senior Secured Syndicated Facility Agreement (June 11th, 2018)

This THIRD AMENDED AND RESTATED SENIOR SECURED SYNDICATED FACILITY AGREEMENT (this Credit Agreement) is made as of June 5, 2018 by and among (a) GENESEE & WYOMING INC., a Delaware corporation (GWI), and RP ACQUISITION COMPANY TWO, a Delaware corporation (RP and, together with GWI and any Designated Domestic Subsidiary (as defined below), collectively, the Domestic Borrowers), (b) QUEBEC GATINEAU RAILWAY INC., a corporation constituted under the laws of Quebec, Canada (the Canadian Borrower), (c) GWI HOLDING B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with its statutory seat in Amsterdam, the Netherlands (Euro Holdings) and ROTTERDAM RAIL FEEDING B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with its statutory seat in Dordrecht, the Netherlands (Rotterdam Rail Feeding and together with Euro H

First Amendment to Syndicated Facility Agreement (June 1st, 2018)

This FIRST AMENDMENT TO SYNDICATED FACILITY AGREEMENT (this Agreement), dated as of June 1, 2018, is by and among MATTEL, INC., a Delaware corporation (the Company), each of the other Borrowers and Guarantors party hereto, the Lenders signatory hereto and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and Australian Security Trustee.

DTZ Jersey Holdings Ltd – SYNDICATED FACILITY AGREEMENT (SECOND LIEN) Dated as of November 4, 2014 Among DTZ UK GUARANTOR LIMITED, as Holdings, DTZ U.S. BORROWER, LLC, as the U.S. Borrower and Borrower Representative, DTZ AUS HOLDCO PTY LIMITED, as the Australian Borrower BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent and THE OTHER LENDERS PARTY HERETO BANK OF AMERICA, N.A., as Syndication Agent, UBS AG, STAMFORD BRANCH, as Documentation Agent, UBS SECURITIES LLC, BANK OF AMERICA, N.A., CREDIT SUISSE SECURITIES (USA) LLC, CITIGROUP GLOBAL MARKETS INC., CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, (May 22nd, 2018)

This SYNDICATED FACILITY AGREEMENT (SECOND LIEN) (this Agreement) is entered into as of November 4, 2014, among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (Holdings), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the U.S. Borrower), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the Australian Borrower and, collectively with U.S. Borrower, the Borrowers), BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the Administrative Agent) and as collateral agent (in such capacities, including any successor thereto, the Collateral Agent) under the Loan Documents, and each lender from time to time party hereto (collectively, the Lenders and individually, a Lender).

DTZ Jersey Holdings Ltd – SYNDICATED FACILITY AGREEMENT (FIRST LIEN) Dated as of November 4, 2014 Among DTZ UK GUARANTOR LIMITED, as Holdings, DTZ U.S. BORROWER, LLC, as the U.S. Borrower and Borrower Representative, DTZ AUS HOLDCO PTY LIMITED, as the Australian Borrower UBS AG, STAMFORD BRANCH, as Administrative Agent, Collateral Agent and Swing Line Lender and THE OTHER LENDERS PARTY HERETO UBS SECURITIES LLC, as Syndication Agent, BANK OF AMERICA, N.A., as Documentation Agent, UBS SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CREDIT SUISSE SECURITIES (USA) LLC, CITIGROUP GLOBAL MARKETS INC., CR (May 22nd, 2018)

This SYNDICATED FACILITY AGREEMENT (FIRST LIEN) (this Agreement) is entered into as of November 4, 2014, among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (Holdings), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the U.S. Borrower), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the Australian Borrower and, collectively with U.S. Borrower, the Borrowers), UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, including any successor thereto, the Administrative Agent) and as collateral agent (in such capacities, including any successor thereto, the Collateral Agent) under the Loan Documents, and each lender from time to time party hereto (collectively, the Lenders and individually, a Lender).

Amended and Restated Syndicated Facility Agreement (April 24th, 2018)

THIS AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT, is dated as of March 30, 2015 and amended and restated as of February 28, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), BANK OF AMERICA, N.A., as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), BANK OF AMERICA, N.A., as Australian security trustee (in such capacity, together with its successors and assigns in such capacity, "Australian Security Trustee"), CLEVELAND-CLIFFS INC., an Ohio corporation ("Parent"), and the Subsidiaries of Parent identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a "Borrower", and individually and collectively as

SYNDICATED FACILITY AGREEMENT Dated as of April 17, 2018 Among RESMED LIMITED, as Borrower, RESMED INC., as Parent, MUFG UNION BANK, N.A., as Administrative Agent, Joint Lead Arranger and Joint Book Runner, WESTPAC BANKING CORPORATION, as Syndication Agent, Joint Lead Arranger and Joint Book Runner, and the Other Lenders Party Hereto (April 19th, 2018)

This SYNDICATED FACILITY AGREEMENT (this Agreement) is entered into as of April 17, 2018, among RESMED LIMITED ACN 003 765 142, a company incorporated in the Commonwealth of Australia (Borrower), RESMED INC., a Delaware corporation (Parent), each lender from time to time party hereto (collectively, Lenders and individually, a Lender), MUFG UNION BANK, N.A., as Administrative Agent, Joint Lead Arranger and Joint Book Runner and WESTPAC BANKING CORPORATION, as Syndication Agent, Joint Lead Arranger and Joint Book Runner.

DATED 24 May 2017 GRUYERE HOLDINGS PTY LTD Arranged by THE FINANCIAL INSTITUTIONS LISTED HEREIN With COMMONWEALTH BANK OF AUSTRALIA Acting as Agent SYNDICATED FACILITY AGREEMENT Ref: L-255088 (April 4th, 2018)
Civeo Corp – AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT Dated as of April 2, 2018 Among CIVEO CORPORATION, CIVEO PTY LIMITED and CIVEO MANAGEMENT LLC, as Borrowers THE LENDERS NAMED HEREIN, ROYAL BANK OF CANADA, as Administrative Agent, U.S. Collateral Agent, Canadian Administrative Agent, Canadian Collateral Agent and an Issuing Bank, and RBC EUROPE LIMITED, as Australian Administrative Agent, Australian Collateral Agent and an Issuing Bank, RBC CAPITAL MARKETS, 1 as Joint Lead Arranger and Sole Bookrunner and HSBC BANK CANADA and THE BANK OF NOVA SCOTIA, as Joint Lead Arrangers and Co-Syndication (April 2nd, 2018)

THIS AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT dated as of April 2, 2018 (as amended, supplemented or modified from time to time, this "Agreement"), is among CIVEO CORPORATION, a corporation incorporated under the laws of the Province of British Columbia (the "Parent Borrower"), CIVEO MANAGEMENT LLC, a Delaware limited liability company (the "U.S. Borrower"), CIVEO PTY LIMITED ACN 003 657 510, an Australian proprietary limited company (the "Australian Borrower" and, together with the U.S. Borrower and the Canadian Borrower (as defined below), the "Borrowers"), the Guarantors (as defined in Article I) existing on the Closing Date solely with respect to Section 9.26, the Lenders (as defined in Article I), ROYAL BANK OF CANADA ("RBC"), as administrative agent (in such capacity, the "Administrative Agent") for the U.S. Lenders, as U.S. collateral agent (in such capacity, the "U.S. Collateral Agent") for the Lenders, as administrative agent (in such capacity, the "Canadian Administ

Genuine Parts Company – AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT Dated as of October 30, 2017 Among (February 27th, 2018)

This AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT is entered into as of October 30, 2017 among GENUINE PARTS COMPANY, a Georgia corporation (the "Company"), UAP INC., a company constituted under the laws of Quebec ("UAP"), certain other Subsidiaries of the Company party hereto pursuant to Section 2.16 (each a "Designated Borrower" and, together with the Company and UAP, the "Borrowers" and, each a "Borrower"), the Lenders (defined herein), BANK OF AMERICA, N.A., acting through its Canada branch, as Canadian Swing Line Lender, BANK OF AMERICA, N.A., acting through its Australia branch, as Australian Swing Line Lender, and BANK OF AMERICA, N.A., as Administrative Agent, Domestic Swing Line Lender and L/C Issuer.

REVOLVING SYNDICATED FACILITY AGREEMENT Dated as of September 22, 2017, Among TRONOX US HOLDINGS INC., and Certain of Its Subsidiaries and Affiliates, as U.S. Borrowers and Guarantors, TRONOX LIMITED (ACN 153 348 111) and Certain of Its Subsidiaries, as Australian Borrowers and Guarantors, TRONOX PIGMENTS (HOLLAND) B.V. And Certain of Its Affiliates, as Dutch Borrowers and Guarantors, and THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Issuing Bank, Swingline Lender, Administrative Agent and Collateral Agent, WELLS FARGO BA (September 25th, 2017)

This REVOLVING SYNDICATED FACILITY AGREEMENT (this "Agreement") dated as of September 22, 2017, among TRONOX US HOLDINGS INC., a Delaware corporation and certain of its Subsidiaries and Affiliates party hereto, as U.S. Borrowers and Guarantors (collectively, the "Initial U.S. Borrowers"), TRONOX LIMITED (ACN 153 348 111), an Australian public limited company incorporated in the Commonwealth of Australia ("Holdings") and certain of its Subsidiaries party hereto, as Australian Borrowers and Guarantors (collectively, the "Initial Australian Borrowers"), TRONOX PIGMENTS (HOLLAND) B.V., a private company with limited liability under Dutch law (besloten vennootschap met beperkte aansprakelijkheid), having its official seat (statutaire zetel) in Rozenburg, Zuid-Holland, the Netherlands, having its registered office address at Professor Gerbrandyweg 2 (3197 KK) Botlek Rotterdam, the Netherlands, registered with the Dutch trade register of the chamber of commerce under number 24179173, and cert

AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT Dated as of August 8, 2017 Among INTERFACE, INC. And CERTAIN SUBSIDIARIES OF THE COMPANY, as Borrowers, CERTAIN SUBSIDIARIES OF THE BORROWERS, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Domestic Swing Line Lender and L/C Issuer, BANK OF AMERICA, N.A. (AUSTRALIA BRANCH), as Australian Swing Line Lender BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED, as European Swing Line Lender and THE OTHER LENDERS PARTY HERETO JPMORGAN CHASE BANK, N.A., as Syndication Agent, and PNC BANK, NATIONAL ASSOCIATION, BRANCH BANKING AND (August 9th, 2017)
Waiver and Amendment No. 2 to the Syndicated Facility Agreement (May 26th, 2017)

WAIVER AND AMENDMENT NO. 2 TO THE SYNDICATED FACILITY AGREEMENT (this "Amendment") among CSC Australia Pty. Limited (ACN 008 476 944) ("CSC Australia"), UXC Limited (ACN 067 682 928) ("UXC" and, together with CSC Australia, the "Original Borrowers"), Computer Sciences Corporation, a Nevada corporation ("CSC"), as Original Guarantor, the Lenders (as defined below) party hereto and Commonwealth Bank of Australia, in its capacity as agent (the "Agent") for the Lenders.

Amendment No. 2 to Second Amended and Restated Senior Secured Syndicated Facility Agreement (October 20th, 2016)

This SECOND AMENDED AND RESTATED SENIOR SECURED SYNDICATED FACILITY AGREEMENT (this Credit Agreement) is made as of March 20, 2015 by and among (a) GENESEE & WYOMING INC., a Delaware corporation (GWI), and RP ACQUISITION COMPANY TWO, a Delaware corporation (RP and, together with GWI and any Designated Domestic Subsidiary (as defined below), collectively, the Domestic Borrowers), (b) QUEBEC GATINEAU RAILWAY INC., a corporation constituted under the laws of Quebec, Canada (the Canadian Borrower), (c) GENESEE & WYOMING AUSTRALIA PTY LTD (ACN 079 444 296), a proprietary limited liability company incorporated under the laws of the Commonwealth of Australia (the Australian Borrower), (d) ROTTERDAM RAIL FEEDING B.V., a private limited liability company (besloten vennootschap) incorporated under the laws of the Netherlands with its statutory seat in Dordrecht, the Netherlands (the Rotterdam Rail Feeding) and ERS RAILWAYS B.V., a private limited liability company (besloten vennootschap) incorpo

Amendment No. 1 to Second Amended and Restated Syndicated Facility Agreement (September 13th, 2016)

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT, dated as of June 28, 2016 (this "Amendment"), among TRU Europe Limited (the "European Parent Guarantor"), TRU Iberia Holdings 1, S.L.U. (formerly known as Nutley, S.L.U.) (the "Spanish Parent Guarantor"), TRU Australia Holdings, LLC (the "Australian Parent Guarantor"), Toys "R" Us (UK) Limited (the "UK Holdco"), Toys "R" Us Limited ("Toys UK" and together with the UK Holdco, the "U.K. Borrowers"), Toys "R" Us (Australia) Pty Ltd (ABN 77 057 455 026) (the "Australian Borrower"), Toys "R" Us GmbH (the "German Borrower"), Toys "R" Us Iberia, S.A.U. (the "Spanish Borrower" and, together with the U.K. Borrowers, the Australian Borrower and the German Borrower, collectively, the "Borrowers", and individually, a "Borrower"), TRU (UK) H7 Limited ("Midco1"), TRU (UK) H8 Limited ("Midco2"), Toys "R" Us Holdings Limited ("TRU Holdings"), Toys "R" Us Financial Services Limited ("TRU Financial Services"), Toys "R" Us Prop

SYNDICATED FACILITY AGREEMENT Dated as of July 4, 2016, (August 4th, 2016)

SYNDICATED FACILITY AGREEMENT, dated as of July 4, 2016 (this "Agreement"), among HANESBRANDS INC., a Maryland corporation (the "Parent Borrower"), MFB INTERNATIONAL HOLDINGS S.A R.L., a societe a responsabilite limitee, incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 33, rue du Puits Romain, L-8070 Bertrange and registered with the Luxembourg Trade and Companies Register under number B 182.082 (the "Lux Borrower"), HBI Australia Acquisition Co. Pty Ltd (ACN 612 185 476) (the "Australian Borrower" and together with the Parent Borrower and the Lux Borrower, the "Borrowers"), each financial institution identified on the signature pages hereto as an "Australian Lender" (each, an "Australian Lender"), the Subsidiary Guarantors party hereto, JPMORGAN CHASE BANK, N.A., as the Administrative Agent and the Collateral Agent (the "Administrative Agent") and HSBC Bank Australia Limited as lead arranger and bookrunner (in such capacity, th

First Amendment to Syndicated Facility Agreement (July 28th, 2016)

FIRST AMENDMENT TO SYNDICATED FACILITY AGREEMENT, dated as of June 17, 2016 (this "Amendment"), to that certain Syndicated Facility Agreement, dated as of March 30, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the "Credit Agreement"), by and among Cliffs Natural Resources Inc., an Ohio corporation (the "Parent"), the subsidiaries of the Parent from time to time party thereto (such subsidiaries, together with Parent, the "Borrowers"), the lenders from time to time party thereto (the "Lenders") and Bank of America, N.A., a national banking association, as agent for each member of the Lender Group and the Bank Product Providers (the "Agent"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit Agreement.

(Australian Branch) SYNDICATED FACILITY AGREEMENT Dated 25 July 2016 for CSC AUSTRALIA PTY. LIMITED and UXC LIMITED as Original Borrower COMPUTER SCIENCES CORPORATION as Original Guarantor Arranged by COMMONWEALTH BANK OF AUSTRALIA With COMMONWEALTH BANK OF AUSTRALIA Acting as Agent (July 28th, 2016)
This Is a Syndicated Facility Agreement (July 1st, 2016)

This CREDIT AGREEMENT ("Agreement") is entered into as of July 1, 2016, among WEX INC., a Delaware corporation (the "Company"), the Designated Borrowers (as defined herein and, together with the Company, collectively the "Borrowers" and, each a "Borrower"), the Specified Designated Borrower (as defined herein), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and BANK OF AMERICA, N.A., ("BANA"), SUNTRUST ROBINSON HUMPHREY, INC. ("STRH"), MUFG UNION BANK, N.A. ("MUFG") and CITIZENS BANK, NATIONAL ASSOCIATION ("Citizens"), as joint lead arrangers and joint bookrunners (collectively, the "Joint Lead Arrangers") and BANK OF MONTREAL, as documentation agent (the "Documentation Agent").

Civeo Corp – Second Amendment to Syndicated Facility Agreement (February 24th, 2016)

THIS SECOND AMENDMENT TO SYNDICATED FACILITY AGREEMENT (this "Second Amendment"), dated as of February 18, 2016 is among CIVEO CORPORATION, a corporation incorporated under the laws of the Province of British Columbia (the "Parent Borrower"), CIVEO U.S. HOLDINGS LLC, a Delaware limited liability company (formerly Civeo USA Corp., a Delaware corporation) (the "Original U.S. Borrower"), CIVEO MANAGEMENT LLC, a Delaware limited liability company (the "Additional U.S. Borrower", together with the Original U.S. Borrower, the "U.S. Borrowers"), CIVEO CANADA INC., a corporation amalgamated under the laws of the Province of Alberta (the "Canadian Parent"), CIVEO PREMIUM CAMP SERVICES LTD., a corporation amalgamated under the laws of the Province of Alberta ("Civeo Premium" and, together with the Canadian Parent, the "Canadian Borrowers"), CIVEO PTY LIMITED ACN 003 657 510, an Australian proprietary limited company (the "Australian Borrower" and, together with the Parent Borrower, the Original

Toyota Motor Credit Corp – 364 Day Credit Agreement (Syndicated Facility Agreement) (November 24th, 2015)

THIS 364 DAY CREDIT AGREEMENT (this "Agreement") dated as of November 18, 2015 is made among TOYOTA MOTOR CREDIT CORPORATION, a California corporation ("TMCC"), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands ("TMFNL"), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England ("TFSUK"), TOYOTA LEASING GMBH, a corporation organized under the laws of Germany ("TLG"), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico ("TCPR"), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada ("TCCI"), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany ("TKG"), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia ("TFA" and, together with TMCC, TMFNL, TFSUK, TLG, TCPR, TCCI and TKG, the "Borrowers"), each lender from time to time party hereto

Amendment No. 1 to Second Amended and Restated Senior Secured Syndicated Facility Agreement (October 2nd, 2015)

This AMENDMENT NO. 1, dated as of September 30, 2015 (this Amendment), to the SECOND AMENDED AND RESTATED SENIOR SECURED SYNDICATED FACILITY AGREEMENT is entered into among GENESEE & WYOMING INC., a Delaware corporation (GWI) and RP ACQUISITION COMPANY TWO, a Delaware corporation (RP and, together with GWI, collectively, the Domestic Borrowers), QUEBEC GATINEAU RAILWAY INC., a corporation constituted under the laws of Quebec, Canada (the Canadian Borrower), GENESEE & WYOMING AUSTRALIA PTY LTD (ACN 079 444 296), a proprietary limited liability company incorporated under the laws of the Commonwealth of Australia (the Australian Borrower), GWI UK ACQUISITION COMPANY LIMITED, a company incorporated under the laws of England and Wales (the UK Borrower), ROTTERDAM RAIL FEEDING B.V., a private limited liability company (besloten vennootschap) incorporated under the laws of the Netherlands with its statutory seat in Dordrecht, the Netherlands (Rotterdam Rail Feeding) and ERS RAILWAYS B.V., a p

Genuine Parts Company – Second Amendment to Syndicated Facility Agreement (August 7th, 2015)

THIS SECOND AMENDMENT TO SYNDICATED FACILITY AGREEMENT dated June 19, 2015 (this Amendment) is entered into among GENUINE PARTS COMPANY, a Georgia corporation (the Company), UAP INC., a company constituted under the laws of Quebec (UAP), certain other Subsidiaries of the Company party hereto as Designated Borrowers (such Designated Borrowers, together with the Company and UAP, the Borrowers and, each a Borrower), the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Agreement (as defined below).

Civeo Corp – First Amendment to Syndicated Facility Agreement (May 19th, 2015)

THIS SYNDICATED FACILITY AGREEMENT dated as of May 28, 2014 (as amended, supplemented or modified from time to time, this "Agreement"), is among CIVEO CORPORATION (f/k/a Civeo Canadian Holdings ULC), a corporation incorporated under the laws of the Province of British Columbia (the "Parent Borrower"), CIVEO USA CORP. (f/k/a Civeo Corporation), a Delaware corporation (the "U.S. Borrower"), CIVEO CANADA INC., a corporation amalgamated under the laws of the Province of Alberta (the "Canadian Parent"), CIVEO PREMIUM CAMP SERVICES LTD., a corporation amalgamated under the laws of the Province of Alberta ("Civeo Premium" and, together with the Canadian Parent and the Parent Borrower, the "Canadian Borrowers"), CIVEO PTY LIMITED ACN 003 657 510, an Australian proprietary limited company (the "Australian Borrower" and, together with the U.S. Borrower and the Canadian Borrowers, the "Borrowers"), the Lenders (as defined in Article I), ROYAL BANK OF CANADA ("RBC"), as administrative agent (in su

Civeo Corp – First Amendment to Syndicated Facility Agreement (May 19th, 2015)

THIS SYNDICATED FACILITY AGREEMENT dated as of May 28, 2014 (as amended, supplemented or modified from time to time, this "Agreement"), is among CIVEO CORPORATION (f/k/a Civeo Canadian Holdings ULC), a corporation incorporated under the laws of the Province of British Columbia (the "Parent Borrower"), CIVEO USA CORP. (f/k/a Civeo Corporation), a Delaware corporation (the "U.S. Borrower"), CIVEO CANADA INC., a corporation amalgamated under the laws of the Province of Alberta (the "Canadian Parent"), CIVEO PREMIUM CAMP SERVICES LTD., a corporation amalgamated under the laws of the Province of Alberta ("Civeo Premium" and, together with the Canadian Parent and the Parent Borrower, the "Canadian Borrowers"), CIVEO PTY LIMITED ACN 003 657 510, an Australian proprietary limited company (the "Australian Borrower" and, together with the U.S. Borrower and the Canadian Borrowers, the "Borrowers"), the Lenders (as defined in Article I), ROYAL BANK OF CANADA ("RBC"), as administrative agent (in su

SYNDICATED FACILITY AGREEMENT by and Among BANK OF AMERICA, N.A., as Administrative Agent and Australian Security Trustee, THE LENDERS THAT ARE PARTIES HERETO, as the Lenders, CLIFFS NATURAL RESOURCES INC., as Parent and a Borrower, and THE SUBSIDIARIES OF PARENT PARTY HERETO, as Borrowers MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, PNC CAPITAL MARKETS LLC, DEUTSCHE BANK SECURITIES INC., CITIZENS BANK, N.A. And REGIONS BUSINESS CAPITAL, a DIVISION OF REGIONS BANK as Joint Lead Arrangers and Joint Book Runners Dated as of March 30, 2015 (May 6th, 2015)

THIS SYNDICATED FACILITY AGREEMENT (this "Agreement"), is entered into as of March 30, 2015, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), BANK OF AMERICA, N.A., as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), BANK OF AMERICA, N.A., as Australian security trustee (in such capacity, together with its successors and assigns in such capacity, "Australian Security Trustee"), CLIFFS NATURAL RESOURCES INC., an Ohio corporation ("Parent"), and the Subsidiaries of Parent identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a "Borrower", and individually and collectively as the "Borrowers").

Amendment No. 1 to Amended and Restated Senior Secured Syndicated Facility Agreement (March 25th, 2015)

This AMENDMENT NO. 1, dated as of March 20, 2015 (this Amendment), to the AMENDED AND RESTATED SENIOR SECURED SYNDICATED FACILITY AGREEMENT is entered into among GENESEE & WYOMING INC., a Delaware corporation (GWI), and RP ACQUISITION COMPANY TWO, a Delaware corporation (RP and, together with GWI, collectively, the Domestic Borrowers), QUEBEC GATINEAU RAILWAY INC., a corporation constituted under the laws of Quebec, Canada (the Canadian Borrower), GENESEE & WYOMING AUSTRALIA PTY LTD (ACN 079 444 296), a proprietary limited liability company incorporated under the laws of the Commonwealth of Australia (the Australian Borrower), GWI UK ACQUISITION COMPANY LIMITED, a company incorporated under the laws of England and Wales (the UK Borrower), GWI UK HOLDING LIMITED (the UK Guarantor and, together with the UK Borrower, the UK Loan Parties), ROTTERDAM RAIL FEEDING B.V., a private limited liability company (besloten vennootschap) incorporated under the laws of the Netherlands with its statuto

Toyota Motor Credit Corp – THREE YEAR CREDIT AGREEMENT (SYNDICATED FACILITY AGREEMENT) Dated as of November 20, 2014 Among TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., TOYOTA FINANCIAL SERVICES (UK) PLC, TOYOTA LEASING GMBH, TOYOTA CREDIT DE PUERTO RICO CORP., TOYOTA CREDIT CANADA INC., TOYOTA KREDITBANK GMBH, and TOYOTA FINANCE AUSTRALIA LIMITED as the Borrowers, BNP PARIBAS as Administrative Agent, Swing Line Agent and Swing Line Lender and the Other Lenders Party Hereto BNP PARIBAS SECURITIES CORP. CITIGROUP GLOBAL MARKETS INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED THE BANK O (November 24th, 2014)
Toyota Motor Credit Corp – 364 DAY CREDIT AGREEMENT (SYNDICATED FACILITY AGREEMENT) Dated as of November 20, 2014 Among TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., TOYOTA FINANCIAL SERVICES (UK) PLC, TOYOTA LEASING GMBH, TOYOTA CREDIT DE PUERTO RICO CORP., TOYOTA CREDIT CANADA INC., TOYOTA KREDITBANK GMBH, and TOYOTA FINANCE AUSTRALIA LIMITED as the Borrowers, BNP PARIBAS as Administrative Agent, Swing Line Agent and Swing Line Lender and the Other Lenders Party Hereto BNP PARIBAS SECURITIES CORP. CITIGROUP GLOBAL MARKETS INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED THE BANK OF T (November 24th, 2014)

then it shall promptly notify TFA and the Tranche C Lenders, and the rate of interest on each Affected Tranche C Lender's participation in that Tranche C Loan for the Interest Period shall be the rate per annum which is the sum of:

Toyota Motor Credit Corp – FIVE YEAR CREDIT AGREEMENT (SYNDICATED FACILITY AGREEMENT) Dated as of November 20, 2014 Among TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., TOYOTA FINANCIAL SERVICES (UK) PLC, TOYOTA LEASING GMBH, TOYOTA CREDIT DE PUERTO RICO CORP., TOYOTA CREDIT CANADA INC., TOYOTA KREDITBANK GMBH, and TOYOTA FINANCE AUSTRALIA LIMITED as the Borrowers, BNP PARIBAS as Administrative Agent, Swing Line Agent and Swing Line Lender and the Other Lenders Party Hereto BNP PARIBAS SECURITIES CORP. CITIGROUP GLOBAL MARKETS INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED THE BANK Of (November 24th, 2014)
First Amendment to Syndicated Facility Agreement (October 7th, 2014)

With respect to all amounts required to be prepaid pursuant to Sections 2.05(b)(iii) and (iv), such amounts shall be applied ratably to the outstanding Term Loan A and any outstanding Multicurrency Incremental Term Loans (in each case, to the remaining principal amortization payments in inverse order of maturity).

SECOND AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT Dated as of July 25, 2014, Among SEALED AIR CORPORATION and THE OTHER BORROWERS NAMED HEREIN, as Borrowers THE INITIAL LENDERS NAMED HEREIN, as Initial Lenders THE INITIAL ISSUING BANKS NAMED HEREIN, as Initial Issuing Banks BANK OF AMERICA, N.A., as Agent MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED J.P. MORGAN SECURITIES LLC BNP PARIBAS SECURITIES CORP. CITIGROUP GLOBAL MARKETS INC. CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK MORGAN STANLEY SENIOR FUNDING, INC. RBS SECURITIES INC. As Joint Lead Arrangers and Joint Bookrunners (July 30th, 2014)

This SECOND AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT, dated as of July 25, 2014 (this Agreement), made by and among SEALED AIR CORPORATION, a Delaware corporation (the Company and the Short Term A Borrower), CRYOVAC, INC., a Delaware corporation (Cryovac), DIVERSEY CANADA, INC., an Ontario corporation (the CDN Borrower), SEALED AIR JAPAN G.K. (the surviving entity of a merger between Sealed Air Japan Holdings G.K. and Sealed Air Japan G.K.), a Japanese limited liability company (godo kaisha) (the JPY Borrower), SEALED AIR LIMITED, a company incorporated in England and Wales (DTTPS Number: 13/W/61173/DTTP Country of Residence: United States) (the Sterling Borrower), CRYOVAC BRASIL LTDA., a limited company (sociedade limitada) (the Brazilian Term Borrower), SEALED AIR B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law, having its statutory seat in Nijmegen, the Netherlands and registered with the trade register of th

Civeo Corp – SYNDICATED FACILITY AGREEMENT Dated as of May 28, 2014 Among CIVEO CORPORATION, CIVEO CANADA INC., CIVEO PREMIUM CAMP SERVICES LTD. And CIVEO PTY LIMITED, as Borrowers THE LENDERS NAMED HEREIN, ROYAL BANK OF CANADA, as Administrative Agent, U.S. Collateral Agent, Canadian Administrative Agent, Canadian Collateral Agent and an Issuing Bank, and RBC EUROPE LIMITED, as Australian Administrative Agent, Australian Collateral Agent and an Issuing Bank, (June 2nd, 2014)

THIS SYNDICATED FACILITY AGREEMENT dated as of May 28, 2014 (as amended, supplemented or modified from time to time, this "Agreement"), is among CIVEO CORPORATION, a Delaware corporation (the "U.S. Borrower"), CIVEO CANADA INC., a corporation amalgamated under the laws of the Province of Alberta (the "Canadian Parent"), CIVEO PREMIUM CAMP SERVICES LTD., a corporation amalgamated under the laws of the Province of Alberta ("Civeo Premium" and, together with the Canadian Parent, the "Canadian Borrowers"), CIVEO PTY LIMITED ACN 003 657 510, an Australian proprietary limited company (the "Australian Borrower" and, together with the U.S. Borrower and the Canadian Borrowers, the "Borrowers"), the Lenders (as defined in Article I), ROYAL BANK OF CANADA ("RBC"), as administrative agent (in such capacity, the "Administrative Agent") for the U.S. Lenders, as U.S. collateral agent (in such capacity, the "U.S. Collateral Agent") for the Lenders, as administrative agent (in such capacity, the "Canad

Civeo Corp – SYNDICATED FACILITY AGREEMENT Dated as of May 28, 2014 Among CIVEO CORPORATION, CIVEO CANADA INC., CIVEO PREMIUM CAMP SERVICES LTD. And CIVEO AUSTRALIA PTY LIMITED, as Borrowers THE LENDERS NAMED HEREIN, ROYAL BANK OF CANADA, as Administrative Agent, U.S. Collateral Agent, Canadian Administrative Agent, Canadian Collateral Agent and an Issuing Bank, and RBC EUROPE LIMITED, as Australian Administrative Agent, Australian Collateral Agent and an Issuing Bank, (May 6th, 2014)

THIS SYNDICATED FACILITY AGREEMENT dated as of May 28, 2014 (as amended, supplemented or modified from time to time, this "Agreement"), is among CIVEO CORPORATION, a Delaware corporation (the "U.S. Borrower"), CIVEO CANADA INC., a corporation amalgamated under the laws of the Province of Alberta (the "Canadian Parent"), CIVEO PREMIUM CAMP SERVICES LTD., a corporation amalgamated under the laws of the Province of Alberta ("Civeo Premium" and, together with the Canadian Parent, the "Canadian Borrowers"), CIVEO AUSTRALIA PTY LIMITED ACN 003 657 510, an Australian proprietary limited company (the "Australian Borrower" and, together with the U.S. Borrower and the Canadian Borrowers, the "Borrowers"), the Lenders (as defined in Article I), ROYAL BANK OF CANADA ("RBC"), as administrative agent (in such capacity, the "Administrative Agent") for the U.S. Lenders, as U.S. collateral agent (in such capacity, the "U.S. Collateral Agent") for the Lenders, as administrative agent (in such capacity,