Common use of LIST OF SCHEDULES AND EXHIBITS Clause in Contracts

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P1.1(E)(1) - PERMITTED LIENS EXCLUDED SUBSIDIARIES SCHEDULE 2.9.1 - 1.1(E)(2) EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 7.1.1 - OPINION OF COUNSEL 6.1.14 ENVIRONMENTAL DISCLOSURES SCHEDULE 6.1.18 LABOR AGREEMENTS SCHEDULE 8.2.1 - EXISTING PERMITTED INDEBTEDNESS SCHEDULE 8.2.2 EXISTING PERMITTED LIENS SCHEDULE 8.2.4 EXISTING PERMITTED INVESTMENTS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(N)(3) TERM NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.11 SOLVENCY CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATECERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) is dated as of December 29, 2021 and is made by and among SPH GROUP HOLDINGS LLC, a Delaware limited liability company (“SPH Group”), STEEL EXCEL INC., a Delaware corporation (“Steel Excel”) and IGO, INC., a Delaware corporation (“iGo”, and together with SPH Group, Steel Excel, and each other Person joined hereto as a “Borrower” from time to time, collectively, the “Borrowers” and each individually, a “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (as hereinafter defined).

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 7.1.1 6.1.4 REQUIRED CONSENTS SCHEDULE 6.1.5 LITIGATION SCHEDULE 6.1.7 MATERIAL ADVERSE CHANGE SCHEDULE 6.1.10 INTELLECTUAL PROPERTY SCHEDULE 6.1.14 - OPINION OF COUNSEL ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 8.1.3 - PERMITTED INDEBTEDNESS INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 9.1.6 - FINAL JUDGMENTS OR ORDERS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT BORROWING BASE REPORT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATECERTIFICATE CREDIT AGREEMENT THIS CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of October 23, 2013 and is made by and among SPH Group Holdings, LLC, a Delaware limited liability company (“SPH”), Steel Partners Holdings, L.P., a Delaware limited partnership (“Steel Partners”, and together with SPH and each other Person joined as a borrower from time to time, collectively and individually as the context may require, “Borrower”), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), in its capacity as administrative agent for the Lenders under this Agreement (PNC is hereinafter referred to in such capacity as the "Administrative Agent"). The Borrower has requested the Lenders to provide a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $50,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - — PRICING GRID SCHEDULE 1.1(B) - — COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - — PERMITTED LIENS SCHEDULE 2.9.1 - 2.8 — EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - — QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - — SUBSIDIARIES SCHEDULE 6.1.14 — ENVIRONMENTAL DISCLOSURES SCHEDULE 7.1.1 - — OPINION OF COUNSEL SCHEDULE 8.2.1 - — PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 — GUARANTIES SCHEDULE 8.2.4 — EXISTING INVESTMENTS EXHIBITS EXHIBIT 1.1(A) - — ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - — GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - — GUARANTY AGREEMENT EXHIBIT 1.1(I1.1(N) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - — REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(21.1(P) - SWING LOAN NOTE — PLEDGE AGREEMENT EXHIBIT 2.5.1 - 1.1(S) — SECURITY AGREEMENT EXHIBIT 2.5 — LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A) - — U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - — U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - — U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - — U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3 - QUARTERLY — COMPLIANCE CERTIFICATECERTIFICATE SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the ‘‘Agreement’‘) is dated as of June 12, 2013 and is made by and among ADS MEXICANA, S.A. DE C.V., a corporation organized under the laws of the United Mexican States (the ‘‘Borrower’‘),the LENDERS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity, as well as its successors and assigns, as the ‘‘Administrative Agent’‘), PNC CAPITAL MARKETS LLC, RBS CITIZENS, N.A. and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Joint Bookrunners (hereinafter collectively referred to in such capacity as the “Joint Bookrunners”), PNC CAPITAL MARKETS LLC, RBS CITIZENS, N.A. and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Joint Lead Arrangers (hereinafter collectively referred to in such capacity as the “Joint Lead Arrangers”), and RBS CITIZENS, N.A. and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents (hereinafter collectively referred to in such capacity as the “Co-Syndication Agents”).

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P6.5 - OTHER MATERIAL INDEBTEDNESS AND LIABILITIES SCHEDULE 6.12(d) - PERMITTED ERISA OBLIGATIONS SCHEDULE 6.13 - SUBSIDIARIES; EQUITY INTERESTS SCHEDULE 6.18 - IP LITIGATION SCHEDULE 9.1 - EXISTING LIENS SCHEDULE 2.9.1 9.3 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) A - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) B - BORROWER SUBSIDIARY GUARANTY JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) C - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) D - SWING LOAN NOTE EXHIBIT 2.5.1 E - LOAN REQUEST EXHIBIT 2.5.2 F - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A) G-1 - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) G-2 - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) G-3 - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) G-4 - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3 H - QUARTERLY COMPLIANCE CERTIFICATECERTIFICATE CREDIT AGREEMENT THIS CREDIT AGREEMENT is dated as of March 29, 2019 and is made by and among FACTSET RESEARCH SYSTEMS INC., a Delaware corporation (the “Borrower”), the GUARANTORS (as hereinafter defined) party hereto from time to time, the LENDERS (as hereinafter defined) party hereto from time to time, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as the Administrative Agent (as hereinafter defined), Swing Loan Lender (as hereinafter defined) and Issuing Lender (as hereinafter defined). The Borrower has requested the Lenders to provide a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $750,000,000.00 (subject to increase and reduction as set forth herein), including therein a Swing Loan (as hereinafter defined) subfacility and a Letter of Credit (as hereinafter defined) subfacility, which credit facility will amend and restate in its entirety, but not constitute a novation of the indebtedness evidenced by, the Existing Loan Documents. In consideration of their mutual covenants and agreements hereinafter specified and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - EXISTING LETTERS OF CREDIT SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 7.1.1 6.1.5 - OPINION OF COUNSEL LITIGATION SCHEDULE SCHEDULE 6.1.10 - INTELLECTUAL PROPERTY SCHEDULE 6.1.13 - ERISA COMPLIANCE SCHEDULE 6.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.1.10 - BANK ACCOUNTS SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.4 - LOANS AND INVESTMENTS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 2.4.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATECERTIFICATE EXHIBIT 11.2.6 - RELEASE OF TRADEMARKS, PATENTS AND OTHER INTELLECTUAL PROPERTY SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) is dated as of July 26, 2019 (the “Effective Date”) and as amended on March 26, 2020, November 13, 2020, July 23, 2021, February 17, 2022 and November 30, 2022 and is made by and among CROCS, INC., a Delaware corporation (“Crocs”), CROCS RETAIL, LLC, a Colorado limited liability company (“Crocs Retail”), JIBBITZ, INC., a Colorado corporation (formerly known as JIBBITZ, LLC, a Colorado limited liability company) (“Jibbitz”), COLORADO FOOTWEAR C.V., a limited partnership (commanditaire vennootschap) established under the laws of the Netherlands and registered with the Dutch trade register under number 27302818 (“Colorado Footwear”), CROCS EUROPE B.V., a private limited company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands and registered with the Dutch trade register under number 27276812 (“Crocs Europe”, together with Crocs, Crocs Retail, Jibbitz, Colorado Footwear and each Person joined hereto as a borrower from time to time, collectively referred to herein as, the “Borrowers” or “Borrower”), the Lenders (as hereinafter defined), PNC CAPITAL MARKETS LLC, in its capacity as sole book runner, co-syndication agent and joint lead arranger (“PNCCM”), BANK OF AMERICA, N.A., CITIBANK, N.A., HSBC BANK USA, N.A. and KEY BANK NATIONAL ASSOCIATION, each as joint lead arranger (together with PNCCM, the “Joint Lead Arrangers”) and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”), U.S. Dollar Swing Loan Lender (as hereinafter defined) and Issuing Lender (as hereinafter defined). Certain Borrowers, Administrative Agent and certain financial institutions as lenders have entered into that certain Revolving Credit and Security Agreement dated as of September 25, 2009 (as amended, the “Original Credit Agreement”) pursuant to which Administrative Agent and such financial institutions made loans and other advances to certain of the Borrowers. Certain Borrowers, Administrative Agent and certain financial institutions as lenders have entered into that certain Xxxxxxx and Restated Credit Agreement dated as of December 16, 2011 (as heretofore amended, the “Existing Credit Agreement”) which amended and restated the Original Credit Agreement and pursuant to which Administrative Agent and such financial institutions made loans and other advances to certain of the Borrowers. Borrowers and Administrative Agent desire to amend and restate the Existing Credit Agreement in its entirety pursuant to the terms and conditions hereof. This Agreement amends and restates the Existing Credit Agreement but does not extinguish the obligations evidenced thereby. The Borrowers have requested the Lenders to provide a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $450,000,000. As of the First Amendment Date, the revolving credit facility was increased to an aggregate principal amount of $500,000,000, as of the Fourth Amendment Date, the revolving credit facility was increased to an aggregate principal amount of $600,000,000 and as of the Fifth Amendment Date, the revolving credit facility was increased to an aggregate principal amount of $750,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P6.1(a) - PERMITTED LIENS SCHEDULE 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 6.1(b) - SUBSIDIARIES SCHEDULE 7.1.1 6.1(e) - LITIGATION SCHEDULE 6.1(n) - ENVIRONMENTAL DISCLOSURES SCHEDULE 7.1(a) - OPINION OF COUNSEL SCHEDULE 8.2.1 8.2(p) - PERMITTED INDEBTEDNESS EXISTING INVESTMENTS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B1.1(N) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT TERM NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.5.1 2.4 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A5.9(g)(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B5.9(g)(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C5.9(g)(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D5.9(g)(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3 8.3 - QUARTERLY COMPLIANCE CERTIFICATECERTIFICATE CREDIT AGREEMENT THIS CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of October 16, 2015, and is made by and among INDIANAPOLIS POWER & LIGHT COMPANY, an Indiana corporation (the “Borrower”), the LENDERS (as hereinafter defined), U.S. BANK NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) U.S. BANK NATIONAL ASSOCIATION, as Sole Lead Arranger (hereinafter referred to in such capacity as the “Lead Arranger”), and FIFTH THIRD BANK, as Documentation Agent (hereinafter referred to in such capacity as the “Documentation Agent”).

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED EXISTING LIENS SCHEDULE 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 5.1.2 - SUBSIDIARIES SCHEDULE 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.2.1 7.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 7.2.4 - EXISTING INVESTMENTS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 2.12 - LENDER JOINDER AGREEMENT EXHIBIT 5.9.7(A4.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B4.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C4.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D4.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATE

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 2.8.1 - EXISTING LETTERS OF CREDIT SCHEDULE 5.9.10 - TAX GROSS UP AND INDEMNITIES FOR UK BORROWERS SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 7.1.1 6.1.5 - OPINION OF COUNSEL LITIGATION SCHEDULE 6.1.13 - DEFINED BENEFIT PLANS SCHEDULE 6.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - INVESTMENTS SCHEDULE 8.2.9 - SUBSIDIARIES, PARTNERSHIPS, JOINT VENTURES EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(L) - LENDER JOINDER EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.5.1 1.1(P) - PLEDGE AGREEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.4.1 - LOAN REQUEST EXHIBIT 2.5.2 2.4.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATECERTIFICATE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of August 13, 2021 and is made by and among X.X. XXXXXX COMPANY, a Pennsylvania corporation (the "Company"), CXT INCORPORATED, a Delaware corporation ("CXT"), SALIENT SYSTEMS, INC., an Ohio corporation ("Salient Systems"), X.X. XXXXXX RAIL TECHNOLOGIES, INC., a West Virginia corporation ("Rail Technologies, Inc."), X.X. XXXXXX RAIL TECHNOLOGIES CANADA LTD., a corporation incorporated under the laws of Canada ("Rail Technologies Canada"), X.X. XXXXXX RAIL TECHNOLOGIES, CORP., a corporation amalgamated under the laws of Canada ("Rail Technologies, Corp."), X.X. XXXXXX RAIL TECHNOLOGIES (UK) LIMITED, a private limited company existing under the laws of England and Wales ("Rail Technologies (UK)"), XXX ENGINEERING LIMITED, a private limited company existing under the laws of England and Wales ("XXX Engineering"), NETPRACTISE LIMITED, a private limited company existing under the laws of England and Wales ("Netpractise"), and XXX PLUS LIMITED, a private limited company existing under the laws of England and Wales ("XXX Plus" and together with the Company, CXT, Salient Systems, Rail Technologies, Inc., Rail Technologies Canada, Rail Technologies, Corp., Rail Technologies (UK), XXX Engineering, Netpractise, and each Person joining this Agreement as a Borrower from time to time, collectively referred to herein as the "Borrowers"), each of the GUARANTORS (as hereinafter defined) from time to time a party hereto, the LENDERS (as hereinafter defined) from time to time a party hereto, PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the "Administrative Agent"), and Citizens Bank, N.A., as a Co-Syndication Agent and Xxxxx Fargo Bank, National Association, as a Co-Syndication Agent. The Borrowers, the Administrative Agent, and certain of the Lenders hereunder are parties to a Third Amended and Restated Credit Agreement, dated as of April 30, 2019 (as amended to the date hereof, the "Existing Credit Agreement"); and The Borrowers and the Lenders are hereby amending and restating the Existing Credit Agreement pursuant to this Agreement to provide a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $130,000,000, with sublimits for (a) the issuance of Letters of Credit in Dollars and in Optional Currencies in an amount not to exceed $30,000,000, (b) borrowings of Swing Loans in Dollars in an amount not to exceed $15,000,000, and (c) borrowings in Optional Currencies in an amount not to exceed $25,000,000; and with an incremental loan feature not to exceed $50,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 1.1(S) - EXISTING LETTERS OF CREDIT PROJECT MINING SUBSIDIARIES SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 6.1.4 - MATERIAL CONTRACTS SCHEDULE 6.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 2.12 - NEW LENDER JOINDER EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATECERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of November 22, 2013 and is made by and among The North American Coal Corporation, a Delaware corporation (the "Borrower"), the LENDERS (as hereinafter defined), KEYBANK NATIONAL ASSOCIATION and REGIONS BANK, each as Co-Syndication Agents and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the "Administrative Agent").

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 2.8 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 6.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(N)(3) - TERM NOTE EXHIBIT 1.1(P) - PLEDGE AGREEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 2.10 - NEW LENDER JOINDER EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATECERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of June 12, 2013 and is made by and among ADVANCED DRAINAGE SYSTEMS, INC., a Delaware corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity, as well as its successors and assigns, as the “Administrative Agent”), PNC CAPITAL MARKETS LLC, RBS CITIZENS, N.A. and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Joint Bookrunners (hereinafter collectively referred to in such capacity as the “Joint Bookrunners”), PNC CAPITAL MARKETS LLC, RBS CITIZENS, N.A. and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Joint Lead Arrangers (hereinafter collectively referred to in such capacity as the “Joint Lead Arrangers”) and RBS CITIZENS, N.A. and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents (hereinafter collectively referred to in such capacity as the “Co-Syndication Agents”) and BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as Co-Documentation Agents (hereinafter referred to in such capacity as the “Co-Documentation Agents”). The Borrower, the Lenders and PNC Bank, National Association, as Administrative Agent, are parties to that certain Credit Agreement dated as of September 24, 2010, as amended (the “Existing Credit Agreement”), pursuant to which the lenders thereunder have made available to the Borrower (i) a revolving credit facility in an aggregate principal amount not to exceed $265,000,000 and (ii) a $100,000,000 term loan facility. The Borrower has requested the Lenders to provide (i) a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $325,000,000 and (ii) a $100,000,000 term loan facility, each subject to increase upon the request of the Borrower on the terms and conditions set forth herein. In connection with such request, the Borrower, the Administrative Agent and the Lenders desire to amend and restate the Existing Credit Agreement. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING 1.1(A)-PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS 6.1(a)-QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES 6.1(b)-SUBSIDIARIES SCHEDULE 7.1.1 - OPINION 6.1(e)-LITIGATION SCHEDULE 6.1(n)-ENVIRONMENTAL DISCLOSURES SCHEDULE 7.1(a)-OPINION OF COUNSEL SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS 8.2(p)-EXISTING INVESTMENTS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT 1.1(A)-ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING 1.1(N)(1)-REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING 1.1(N)(2)-SWING LOAN NOTE EXHIBIT 2.5.1 - 2.6(A)-LOAN REQUEST EXHIBIT 2.6(B)-SWING LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 - 2.13-LENDER JOINDER EXHIBIT 5.9.7(A) - U.S. 5.9(g)(A)-U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. 5.9(g)(B)-U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. 5.9(g)(C)-U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. 5.9(g)(D)-U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3 - 8.3-QUARTERLY COMPLIANCE CERTIFICATECERTIFICATE AMENDEDAND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of May 6, 2014, and is made by and among INDIANAPOLIS POWER & LIGHT COMPANY, an Indiana corporation (the "Borrower"), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the "Administrative Agent") PNC CAPITAL MARKETS LLC, Sole Bookrunner and Sole Lead Arranger (hereinafter referred to in such capacity as the "Lead Arranger"), FIFTH THIRD BANK., as Syndication Agent (hereinafter referred to in such capacity as the "Syndication Agent"), and BMO HXXXXX BANK N.A., as Documentation Agent (hereinafter referred to in such capacity as the "Documentation Agent").

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(S) - PROJECT MINING SUBSIDIARIES SCHEDULE 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 6.1.4 - MATERIAL CONTRACTS SCHEDULE 6.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.1 - MAINTENANCE OF MATERIAL CONTRACTS; LICENSES; PERMITS SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 2.12 - NEW LENDER JOINDER EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.2.5 - DISTRIBUTION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATECERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of August 11, 2017 and is made by and among The North American Coal Corporation, a Delaware corporation (the "Borrower"), the LENDERS (as hereinafter defined), KEYBANK NATIONAL ASSOCIATION as Syndication Agent and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the "Administrative Agent").

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P1.1(P)(1) - PERMITTED EXISTING INVESTMENTS SCHEDULE 1.1(P)(2) - PERMITTED LIENS SCHEDULE 2.9.1 2.9 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 6.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.1.3 - INSURANCE REQUIREMENTS SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 - NEW LENDER JOINDER EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATESECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of November 30, 2016 and is made by and among THE FINISH LINE, INC., an Indiana corporation, THE FINISH LINE USA, INC., an Indiana corporation, THE FINISH LINE DISTRIBUTION, INC., an Indiana corporation, FINISH LINE TRANSPORTATION CO., INC., an Indiana corporation and SPIKE'S HOLDING, LLC, an Indiana limited liability company (each a "Borrower" and collectively, the "Borrowers"), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined) and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent, lead arranger and sole book runner for the Lenders under this Agreement (hereinafter referred to in such capacity as the "Administrative Agent"). The Borrowers have requested the Lenders to provide a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $125,000,000 (with an option to increase such revolving credit facility pursuant to the terms hereof in an aggregate principal amount not to exceed $200,000,000). In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 1.1(S) - EXISTING LETTERS OF CREDIT PROJECT MINING SUBSIDIARIES SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 6.1.4 - MATERIAL CONTRACTS SCHEDULE 6.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 2.12 - NEW LENDER JOINDER EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For CERTIFICATE(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATECERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of December 13, 2011 and is made by and among The North American Coal Corporation, a Delaware corporation (the "Borrower"), the LENDERS (as hereinafter defined), KEYBANK NATIONAL ASSOCIATION and REGIONS BANK, each as Co-Syndication Agents and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the "Administrative Agent").

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P1.1(D) - PERMITTED LIENS GUARANTORS SCHEDULE 2.9.1 1.1(L) - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 7.1.1 8.1.3 - OPINION OF COUNSEL INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 8.1.15 - POST-CLOSING REQUIREMENTS SCHEDULE 8.2.1 - PERMITTED EXISTING INDEBTEDNESS SCHEDULE 8.2.2 - EXISTING LIENS SCHEDULE 8.2.4 - EXISTING INVESTMENTS SCHEDULE 8.2.19 - EXISTING RESTRICTIVE AGREEMENTS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER CERTIFICATE OF BENEFICIAL OWNERSHIP EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(P)(1) - AMENDED AND RESTATED PATENT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT EXHIBIT 1.1(P)(3) - FORM OF PERMITTED ACQUISITION CERTIFICATE EXHIBIT 1.1(S) - PLEDGE AND SECURITY AGREEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P1.1(E) - PERMITTED LIENS EXCLUDED SUBSIDIARIES SCHEDULE 2.9.1 2.8.1 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 6.1.6 - QUALIFICATIONS TO DO BUSINESS LITIGATION AND CONTINGENT LIABILITIES SCHEDULE 6.1.2 6.1.8 - SUBSIDIARIES SCHEDULE 7.1.1 6.1.15 - OPINION OF COUNSEL REAL PROPERTY SCHEDULE 6.1.19 - LABOR MATTERS SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.11 - PERMITTED INVESTMENTS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(21.1(G) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(L) - LOAN PARTY JOINDER EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.5.1 1.1(N)(3) - DELAYED DRAW TERM NOTE EXHIBIT 2.4.1 - REVOLVING LOAN REQUEST EXHIBIT 2.5.2 2.4.2 - SWING LOAN REQUEST EXHIBIT 2.11 2.9 - LENDER JOINDER EXHIBIT 3.1.1 - TERM LOAN REQUEST EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.2.5 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATECERTIFICATE SECOND AMENDED AND RESTATED REFINANCING CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED REFINANCING CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of June 22, 2016 and is made by and among WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION, a Delaware corporation, as a borrower (the “Company”), WABTEC COÖPERATIEF U.A., a coöperatieve vereniging met uitsluiting van aansprakelijkheid under the laws of the Netherlands, as a borrower (“WABTEC UA” and together with the Company and each other entity that joins this Agreement as a borrower from time to time, collectively referred to as the “Borrowers” and each a “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”). The Company, certain of the other Loan Parties, Administrative Agent, and certain lenders (including some of the Lenders hereunder) are parties to that certain First Amended and Restated Refinancing Credit Agreement dated December 19, 2013 (as amended to the date hereof, the “Existing Credit Agreement”), providing for a revolving credit facility; and The Borrowers have requested that the Lenders refinance the amount outstanding under the Existing Credit Agreement to provide (i) a senior revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $1,200,000,000 with an option to increase the facility by an additional $400,000,000, and (ii) a $400,000,000 senior delayed draw term loan facility and that the Existing Credit Agreement be thereupon amended and restated. The Lenders, as more fully set forth herein, have agreed to provide the requested refinancing, and the Existing Credit Agreement is hereby amended and restated. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereby covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P1.1(E)(1) - PERMITTED LIENS EXCLUDED SUBSIDIARIES SCHEDULE 2.9.1 1.1(E)(2) - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 7.1.1 6.1.13(C) ERISA REPRESENTATION SCHEDULE 6.1.14 - OPINION ENVIRONMENTAL DISCLOSURES SCHEDULE 6.1.17 LABOR AGREEMENTS SCHEDULE 8.1.13 LOCATION OF COUNSEL COLLATERAL SCHEDULE 8.2.1 - EXISTING PERMITTED INDEBTEDNESS SCHEDULE 8.2.2 - EXISTING PERMITTED LIENS SCHEDULE 8.2.4 EXISTING PERMITTED INVESTMENTS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(N)(3) - TERM NOTE EXHIBIT 1.1(P)(4) - PERFECTION CERTIFICATE EXHIBIT 1.1(P)(5) - PERFECTION CERTIFICATE SUPPLEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.11 - SOLVENCY CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATECERTIFICATE CREDIT AGREEMENT THIS CREDIT AGREEMENT (as hereafter amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) is dated as of November 14, 2017 and is made by and among HANDY & XXXXXX GROUP LTD., a Delaware corporation, SPH GROUP HOLDINGS LLC, a Delaware limited liability company, STEEL EXCEL INC., a Delaware corporation, API AMERICAS INC., a Delaware corporation and IGO, INC., a Delaware corporation (collectively, the “US Borrowers” and each individually, a “US Borrower”), CEDAR 2015 LIMITED, a private limited company incorporated in England and Wales (“UK Borrower” and together with US Borrowers and each other Person joined hereto as a “Borrower” from time to time, collectively, the “Borrowers” and each individually, a “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (as hereinafter defined). The Borrowers have requested the Lenders to provide a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $700,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(ASCHEDULES: Schedule 1.01 – Existing Letters of Credit Schedule 2.01(A) – Commitments Schedule 2.01(B) - PRICING GRID SCHEDULE 1.1(BSwingline Commitments Schedule 2.01(C) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(PTerm Loan Amounts Schedule 3.12 – Material Subsidiaries Schedule 6.01 – Existing Indebtedness Schedule 6.02 – Existing Liens Schedule 6.04 – Existing Investments Schedule 6.10 – Existing Restrictions EXHIBITS: Exhibit A – Form of Assignment and Assumption Exhibit B – Form of Compliance Certificate Exhibit C – Form of Guaranty Agreement (Material Subsidiaries) - PERMITTED LIENS SCHEDULE 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A) - Exhibit D – Form of Borrowing Request Exhibit E – Form of Interest Election Request Exhibit F-1 – Form of U.S. TAX COMPLIANCE CERTIFICATE Tax Certificate (For Foreign Non-U.S. Lenders That Are Not that are not Partnerships For for U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - Exhibit F-2 – Form of U.S. TAX COMPLIANCE CERTIFICATE Tax Certificate (For Foreign Non-U.S. Participants That Are Not that are not Partnerships For for U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - Exhibit F-3 – Form of U.S. TAX COMPLIANCE CERTIFICATE Tax Certificate (For Foreign Non-U.S. Participants That Are that are Partnerships For for U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - Exhibit F-4 Form of U.S. TAX COMPLIANCE CERTIFICATE Tax Certificate (For Foreign Non-U.S. Lenders That Are that are Partnerships For for U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATELIST OF SCHEDULES AND EXHIBITS, Solo Page SIXTH AMENDED AND RESTATED CREDIT FACILITY AGREEMENT dated as of August 30, 2016, among LENNOX INTERNATIONAL INC., a Delaware corporation, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P1.1(E)(1) - PERMITTED LIENS EXCLUDED SUBSIDIARIES SCHEDULE 2.9.1 1.1(E)(2) - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 7.1.1 6.1.13(C) ERISA REPRESENTATION SCHEDULE 6.1.14 - OPINION ENVIRONMENTAL DISCLOSURES SCHEDULE 6.1.17 LABOR AGREEMENTS SCHEDULE 8.1.13 LOCATION OF COUNSEL COLLATERAL SCHEDULE 8.2.1 - EXISTING PERMITTED INDEBTEDNESS SCHEDULE 8.2.2 - EXISTING PERMITTED LIENS SCHEDULE 8.2.4 EXISTING PERMITTED INVESTMENTS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(P)(4) - PERFECTION CERTIFICATE EXHIBIT 1.1(P)(5) - PERFECTION CERTIFICATE SUPPLEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.11 - SOLVENCY CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATECERTIFICATE CREDIT AGREEMENT THIS CREDIT AGREEMENT (as hereafter amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) is dated as of November 14, 2017 and is made by and among HANDY & HXXXXX GROUP LTD., a Delaware corporation, SPH GROUP HOLDINGS LLC, a Delaware limited liability company, STEEL EXCEL INC., a Delaware corporation, and API AMERICAS INC., a Delaware corporation (collectively, the “US Borrowers” and each individually, a “US Borrower”), CEDAR 2015 LIMITED, a private limited company incorporated in England and Wales (“UK Borrower” and together with US Borrowers, the “Borrowers” and each individually, a “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (as hereinafter defined). The Borrowers have requested the Lenders to provide a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $600,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E) - EXISTING LETTERS OF CREDIT SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 1.1(S) - EXISTING LETTERS OF CREDIT EXCLUDED SUBSIDIARIES SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 6.1.3 - SUBSIDIARIES SCHEDULE 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B5.9.7 (B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C5.9.7 (C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D5.9.7 (D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.2.4 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 7.1.1 8.2.4 - OPINION OF COUNSEL SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS AFFILIATE TRANSACTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT DOMESTIC TERM LOAN NOTE EXHIBIT 1.1(N)(2) - SWING FOREIGN TERM LOAN NOTE EXHIBIT 2.5.1 2.4.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATECERTIFICATE CREDIT AGREEMENT THIS CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of February 21, 2020 and is made by and among RPM INTERNATIONAL INC., a Delaware corporation (together with its successors and assigns, to the extent permitted under this Agreement, the “Company” or the “Domestic Borrower”) and RPM NEW HORIZONS NETHERLANDS B.V., a corporation incorporated under the laws of the Netherlands (together with its successors and assigns, to the extent permitted under this Agreement, “RPM Netherlands” or the “Foreign Borrower”; and together with the Company, referred to herein as a “Borrower” and collectively referred to as the “Borrowers”), the LENDERS (as hereinafter defined) from time to time a party hereto, PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”), PNC Capital Markets LLC, as the lead arranger and the sole bookrunner. The Borrowers have requested the Lenders to provide a domestic term loan facility to the Domestic Borrower in an aggregate principal amount not to exceed $300,000,000 and a foreign term loan facility to the Foreign Borrower in an aggregate principal amount not to exceed $100,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID [RESERVED] SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 7.1.1 6.1.12 - OPINION OF COUNSEL CONSENTS AND APPROVALS SCHEDULE 8.2.1 - PERMITTED EXISTING INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I1.1(R) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.5.1 2.4 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A5.8.6(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B5.8.6(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C5.8.6(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D5.8.6(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.1.3(A) - OPINION OF COUNSEL EXHIBIT 7.1.3(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 8.2.5 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATECERTIFICATE CREDIT AGREEMENT THIS CREDIT AGREEMENT is dated as of August 18, 2017 and is made by and among NEW JERSEY RESOURCES CORPORATION, a New Jersey corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined) and U.S. BANK NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Agent”).

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P1.1(E) - PERMITTED LIENS SCHEDULE 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 1.1(P)(1) - QUALIFICATIONS TO DO BUSINESS PERMITTED INVESTMENTS SCHEDULE 6.1.2 1.1(P)(2) - PERMITTED LIENS SCHEDULE 1.1(S) - EXCLUDED SUBSIDIARIES SCHEDULE 5.1.2 - SUBSIDIARIES SCHEDULE 7.1.1 5.1.12 - OPINION OF COUNSEL ERISA COMPLIANCE SCHEDULE 8.2.1 7.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 7.2.3 - EXISTING GUARANTIES EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AND SURETYSHIP AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.5.1 - REVOLVING CREDIT LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A4.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B4.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C4.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D4.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATECERTIFICATE SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is dated December 11, 2015 and is made by and among MSA SAFETY INCORPORATED, a Pennsylvania corporation (the “US Borrower” or the “Company”), MSA UK Holdings Limited, a private limited liability company incorporated in England and Wales with registered number 09720572 (the “UK Borrower”), MSA International Holdings BV, a private company with limited liability “besloten vennootschap met beperkte aansprakelijkheid” incorporated under the laws of The Netherlands (the “Dutch Borrower”, and together with the US Borrower and the UK Borrower, each a “Borrower” and together the “Borrowers”); and the UK Borrower and the Dutch Borrower, each a “Foreign Borrower” and together the “Foreign Borrowers”, each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined) and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (as hereinafter defined) (hereinafter referred to in such capacity as the “Administrative Agent”). The Borrowers have requested the Lenders to provide a revolving credit facility (including a letter of credit subfacility) to the Borrowers in an aggregate principal amount, subject to Section 2.6 [Increase in Revolving Credit Commitments], not to exceed Five Hundred Seventy Five Million and 00/100 Dollars ($575,000,000.00). In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 2.8.1 - EXISTING LETTERS OF CREDIT SCHEDULE 5.9.10 - TAX GROSS UP AND INDEMNITIES FOR UK BORROWERS SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 7.1.1 6.1.5 - OPINION OF COUNSEL LITIGATION SCHEDULE 6.1.13 - DEFINED BENEFIT PLANS SCHEDULE 6.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - INVESTMENTS SCHEDULE 8.2.9 - SUBSIDIARIES, PARTNERSHIPS, JOINT VENTURES EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(L) - LENDER JOINDER EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.5.1 1.1(P) - PLEDGE AGREEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.4.1 - LOAN REQUEST EXHIBIT 2.5.2 2.4.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATECERTIFICATE THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of April 30, 2019 and is made by and among X.X. XXXXXX COMPANY, a Pennsylvania corporation (the "Company"), CXT INCORPORATED, a Delaware corporation ("CXT"), SALIENT SYSTEMS, INC., an Ohio corporation ("Salient Systems"), X.X. XXXXXX RAIL TECHNOLOGIES, INC., a West Virginia corporation ("Rail Technologies, Inc."), X.X. XXXXXX RAIL TECHNOLOGIES CANADA LTD., a corporation incorporated under the laws of Canada ("Rail Technologies Canada"), X.X. XXXXXX RAIL TECHNOLOGIES, CORP., a corporation amalgamated under the laws of Canada ("Rail Technologies, Corp."), X.X. XXXXXX RAIL TECHNOLOGIES (UK) LIMITED, a private limited company existing under the laws of England and Wales ("Rail Technologies (UK)"), XXX ENGINEERING LIMITED, a private limited company existing under the laws of England and Wales ("XXX Engineering"), NETPRACTISE LIMITED, a private limited company existing under the laws of England and Wales ("Netpractise"), and XXX PLUS LIMITED, a private limited company existing under the laws of England and Wales ("XXX Plus" and together with the Company, CXT, Salient Systems, Rail Technologies, Inc., Rail Technologies Canada, Rail Technologies, Corp., Rail Technologies (UK), XXX Engineering, Netpractise, and each Person joining this Agreement as a Borrower from time to time, collectively referred to herein as the "Borrowers"), each of the GUARANTORS (as hereinafter defined) from time to time a party hereto, the LENDERS (as hereinafter defined) from time to time a party hereto, PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the "Administrative Agent"), and Bank of America, N.A., as a Co-Syndication Agent, Citizens Bank, N.A., as a Co-Syndication Agent and Xxxxx Fargo Bank, National Association, as a Co-Syndication Agent. The Borrowers, the Administrative Agent, and certain of the Lenders hereunder are parties to a Second Amended and Restated Credit Agreement, dated as of March 13, 2015 (as amended to the date hereof, the "Existing Credit Agreement"), providing for a revolving credit facility and a term loan; and The Borrowers and the Lenders amended and restated the Existing Credit Agreement pursuant to this Agreement to provide (i) a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $140,000,000, with sublimits for (a) the issuance of Letters of Credit in Dollars and in Optional Currencies in an amount not to exceed $30,000,000, (b) borrowings of Swing Loans in Dollars in an amount not to exceed $15,000,000, and (c) borrowings in Optional Currencies in an amount not to exceed $25,000,000; and with an incremental loan feature not to exceed $50,000,000, and (ii) a $25,000,000.00 term loan facility. As of the First Amendment Closing Date, the revolving credit facility shall be reduced to an aggregate principal amount not to exceed $120,000,000 and the term loan facility shall be paid in full. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES AND JOINT VENTURES SCHEDULE 7.1.1 6.1.12 - OPINION OF COUNSEL CONSENTS AND APPROVALS SCHEDULE 6.1.21 - PERMITTED BUSINESS OPPORTUNITIES SCHEDULE 8.2.1 - PERMITTED EXISTING INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(11.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(21.1(S) - SWING LOAN NOTE EXHIBIT 2.5.1 2.4 - LOAN REQUEST EXHIBIT 2.5.2 2.5 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A5.7 - COMMITMENT REDUCTION NOTICE EXHIBIT 5.10.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B5.10.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C5.10.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D5.10.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B1.1(C) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P1.1(E)(1) - PERMITTED LIENS EXCLUDED SUBSIDIARIES SCHEDULE 2.9.1 1.1(E)(2) - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 7.1.1 6.1.14 - OPINION OF COUNSEL ENVIRONMENTAL DISCLOSURES SCHEDULE 6.1.17 - LABOR AGREEMENTS SCHEDULE 8.1.13 - POST-CLOSING MATTERS SCHEDULE 8.2.1 - EXISTING PERMITTED INDEBTEDNESS SCHEDULE 8.2.2 - EXISTING PERMITTED LIENS SCHEDULE 8.2.4 - EXISTING PERMITTED INVESTMENTS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(P)(4) - PERFECTION CERTIFICATE EXHIBIT 1.1(P)(5) - PERFECTION CERTIFICATE SUPPLEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.11 - SOLVENCY CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATECERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) is dated as of August 29, 2014 and is made by and among HANDY & XXXXXX GROUP LTD., a Delaware corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (as hereinafter defined).

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P1.1(D) - PERMITTED LIENS SCHEDULE 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - 6.2 SUBSIDIARIES SCHEDULE 7.1.1 - OPINION OF COUNSEL 6.15 ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 - PERMITTED 8.15 POST-CLOSING OBLIGATIONS SCHEDULE 9.1 EXISTING INDEBTEDNESS SCHEDULE 9.3(D) EXISTING INVESTMENTS EXHIBITS EXHIBIT 1.1(A) - A ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - B GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - C REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING D SWINGLINE LOAN NOTE EXHIBIT 2.5.1 - E RESERVED EXHIBIT F RESERVED EXHIBIT G LOAN REQUEST EXHIBIT 2.5.2 - SWING H SWINGLINE LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A) - I-1 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - I-2 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - I-3 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - I-4 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3 - QUARTERLY J COMPLIANCE CERTIFICATECERTIFICATE CREDIT AGREEMENT THIS CREDIT AGREEMENT is dated as of March 20, 2023 and is made by and among XXXXXXXXXX ELECTRONICS, LTD., a Delaware corporation (the “Borrower”), the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as the Administrative Agent (as hereinafter defined), Swingline Loan Lender (as hereinafter defined) and Issuing Lender (as hereinafter defined). The Borrower has requested the Lenders to provide a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $30,000,000, including therein a Swingline Loan (as hereinafter defined) subfacility and a Letter of Credit (as hereinafter defined) subfacility. In consideration of their mutual covenants and agreements hereinafter specified and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P1.1(E) - PERMITTED LIENS SCHEDULE 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 1.1(N) - QUALIFICATIONS TO DO BUSINESS NON-MATERIAL SUBSIDIARIES SCHEDULE 1.1(P) - EXISTING LIENS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 8.1.8 - POST-CLOSING MATTERS SCHEDULE 8.2.1 - PERMITTED EXISTING INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER GUARANTY AGREEMENT EXHIBIT 1.1(G)(2) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - HARKO AND VAC GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - DOMESTIC SWING LOAN NOTE EXHIBIT 1.1(N)(3) - FOREIGN SWING LOAN NOTE EXHIBIT 1.1(P)(1) - PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 3.1.9 - NEW LENDER JOINDER EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATECREDIT AGREEMENT THIS CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of September 4, 2013 and is made by and among OM GROUP, INC., a Delaware corporation (the “Parent”), HARKO C.V., a limited partnership (commanditaire vennootschap) under the laws of the Netherlands (“Harko”), represented by its general partner (beherend vennoot) OMG Harko Holdings, LLC, and VAC GERMANY GMBH, a limited liability company under the laws of Germany (“VAC” and, collectively with the Parent and Harko, the “Borrowers” with each being a “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”). The Borrowers have requested the Lenders to provide a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $350,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 2.8.1 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 7.1.1 6.1.5 - OPINION OF COUNSEL LITIGATION SCHEDULE 6.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - INVESTMENTS SCHEDULE 8.2.9 - SUBSIDIARIES, PARTNERSHIPS, JOINT VENTURES EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(L) - LENDER JOINDER EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.5.1 2.4.1 - LOAN REQUEST EXHIBIT 2.5.2 2.4.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATECERTIFICATE SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of March 13, 2015 and is made by and among X.X. XXXXXX COMPANY, a Pennsylvania corporation (the “Company”), CXT INCORPORATED, a Delaware corporation (“CXT”), SALIENT SYSTEMS, INC., an Ohio corporation (“Salient Systems”), X.X. XXXXXX RAIL TECHNOLOGIES, INC., a West Virginia corporation formerly known as Portec Rail Products, Inc. (“Rail Technologies, Inc.”), X.X. XXXXXX RAIL TECHNOLOGIES CANADA LTD., a corporation incorporated under the laws of Canada formerly known as Portec, Rail Products Ltd. (“Rail Technologies Canada”) and X.X. XXXXXX RAIL TECHNOLOGIES, CORP., a corporation amalgamated under the laws of Canada formerly known as Kelsan Technologies Corp. (“Rail Technologies, Corp.” and together with the Company, CXT, Salient Systems, Rail Technologies, Inc. and Rail Technologies Canada, collectively referred to herein as the “Borrowers”), each of the other BORROWERS and each of the GUARANTORS (as hereinafter defined) from time to time a party hereto, the LENDERS (as hereinafter defined) from time to time a party hereto, PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”), and Bank of America, N.A., as a Co-Syndication Agent, and Xxxxx Fargo Bank, National Association, as a Co-Syndication Agent. The Borrowers, the Administrative Agent, and certain of the Lenders hereunder are parties to an Amended and Restated Credit Agreement, dated as of September 23, 2014 (as amended to the date hereof, the “Existing Credit Agreement”), providing for a revolving credit facility; and The Borrowers have requested the Lenders amend and restate the Existing Credit Agreement to provide a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $335,000,000, with sublimits for (a) the issuance of Letters of Credit in Dollars and in Optional Currencies in an amount not to exceed $30,000,000, (b) borrowings of Swing Loans in Dollars in an amount not to exceed $15,000,000, and (c) borrowings in Optional Currencies in an amount not to exceed $25,000,000; and with an accordion feature not to exceed $100,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 7.1.1 6.1.12 - OPINION OF COUNSEL CONSENTS AND APPROVALS SCHEDULE 6.1.24 - PERMITTED RELATED BUSINESS OPPORTUNITIES SCHEDULE 8.2.1 - PERMITTED EXISTING INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I1.1(R) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.5.1 2.4 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A5.8.6(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B5.8.6(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C5.8.6(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D5.8.6(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.1.3(A) - OPINION OF COUNSEL EXHIBIT 7.1.3(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 8.2.5 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATECERTIFICATE -vi TERM LOAN CREDIT AGREEMENT THIS TERM LOAN CREDIT AGREEMENT is dated as of September 13, 2013 and is made by and among NEW JERSEY RESOURCES CORPORATION, a New Jersey corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Agent”).

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E) - EXISTING LETTERS OF CREDIT SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 7.1.2 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION; SUBSIDIARIES SCHEDULE 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.2.1 9.2.1 - PERMITTED INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(11.1(G) - GUARANTOR JOINDER EXHIBIT 1.1(G)(21.1(L) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT XXXXXX XXXXXXX EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.5.1 1.1(N)(3) - TERM NOTE EXHIBIT 2.4.1 - LOAN REQUEST EXHIBIT 2.5.2 2.4.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A6.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B6.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C6.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D6.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3 9.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 9.3.3 - QUARTERLY COMPLIANCE CERTIFICATECERTIFICATE EXHIBIT 9.3.4 - BORROWING BASE CERTIFICATE CREDIT AGREEMENT THIS CREDIT AGREEMENT is originally dated as of July 13, 2017, and is made by and among MASTECH DIGITAL, INC., a Pennsylvania corporation (“MDI”), each of the other BORROWERS (as hereinafter defined), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as the Administrative Agent (as hereinafter defined). The Borrowers have requested the Lenders to provide (i) a revolving credit facility to the Revolving Borrowers (as hereinafter defined) in an aggregate principal amount not to exceed Forty Million and 00/100 Dollars ($40,000,000.00), including therein a Swing Loan (as hereinafter defined) subfacility to the US Revolving Borrowers (as hereinafter defined) and a Letter of Credit (as hereinafter defined) subfacility to the US Revolving Borrowers, and (ii) a Thirteen Million One Hundred Thousand and 00/100 Dollar ($13,100,000.00) term loan facility to the Acquisition Borrowers, in each case subject to Section 5.7 [Incremental Loans]. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 6.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(21.1(P)(1) - SWING LOAN NOTE PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATECERTIFICATE CREDIT AGREEMENT THIS CREDIT AGREEMENT (as hereafter amended, restated, modified or otherwise supplemented from time to time, the "Agreement") is dated as of November 5, 2019 and is made by and among PEGASYSTEMS INC., a Massachusetts corporation (the "Borrower"), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (as hereinafter defined) for the Lenders under this Agreement. The Borrower has requested the Lenders provide a revolving credit facility to the Borrower in an aggregate principal amount of $100,000,000 (subject to increase and reduction as set forth herein). In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows: