AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of June 25, 2015 among NORD ANGLIA EDUCATION FINANCE LLC as Borrower, NORD ANGLIA EDUCATION, INC. as Parent and as a Guarantor, CERTAIN SUBSIDIARIES OF NORD ANGLIA EDUCATION, INC. as...

Exhibit 4.5

EXECUTION VERSION

AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

dated as of June 25, 2015

among

NORD ANGLIA EDUCATION FINANCE LLC

as Borrower,

NORD ANGLIA EDUCATION, INC.

as Parent and as a Guarantor,

CERTAIN SUBSIDIARIES OF NORD ANGLIA EDUCATION, INC.

as Guarantors,

THE SEVERAL LENDERS

From Time to Time Parties Hereto,

▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA,

CREDIT SUISSE SECURITIES (USA) LLC,
DEUTSCHE BANK SECURITIES INC.

and

HSBC SECURITIES (USA) INC.

as Joint Lead Arrangers, Joint Lead Bookrunners and Joint Syndication Agents,

HSBC BANK USA, N.A.

as Term Administrative Agent and Primary Collateral Agent,

HSBC BANK PLC

as Hungarian Collateral Agent,

and

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

as Revolving Facility Administrative Agent

$899,472,166.25 Term Loan and $125,000,000 Revolving Loan

TABLE OF CONTENTS

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AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of June 25, 2015 is entered into by and among NORD ANGLIA EDUCATION FINANCE LLC, a Delaware limited liability company (“Borrower”), NORD ANGLIA EDUCATION, INC., an exempted company incorporated with limited liability under the laws of the Cayman Islands and direct parent of Borrower and Nord Anglia UK (as defined below) (“Parent”), CERTAIN SUBSIDIARIES OF PARENT (as defined below), as Guarantors, the Lenders party hereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA (“▇▇▇▇▇▇▇ Sachs”), as Syndication Agent (in such capacity, “Syndication Agent”), HSBC BANK USA, N.A. (“HSBC USA”), in its capacity as Administrative Agent to the Term Loan Lenders (together with its permitted successors in such capacity, “Term Administrative Agent”) and as Primary Collateral Agent (together with its permitted successors in such capacity, “Primary Collateral Agent”), HSBC BANK PLC (together with its permitted successors in such capacity, “HSBC PLC”) as Hungarian Collateral Agent, THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (“HBAP”), as Administrative Agent to the Revolving Lenders (together with its permitted successors in such capacity, “Revolving Facility Administrative Agent”), and ▇▇▇▇▇▇▇ ▇▇▇▇▇, CREDIT SUISSE SECURITIES (USA) LLC, DEUTSCHE BANK SECURITIES INC. and HSBC SECURITIES (USA) INC., as Joint Lead Arrangers (in such capacity, each, an “Arranger”) and Joint Lead Bookrunners.

RECITALS:

WHEREAS, capitalized terms used in these recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS, pursuant to the Amendment Agreement (as defined below), the parties thereto have agreed to amend and restate the Original Credit Agreement (as defined below) in the form of this Agreement.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1.        DEFINITIONS AND INTERPRETATION

1.1.         Definitions.  The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

“10-Non-Bank-Rule” means the rule that the aggregate number of Lenders to which a Swiss Guarantor directly or indirectly owes borrowed money under this Agreement that are not Qualifying Banks must not at any time exceed ten, in each case in accordance with the Guidelines.

“Accounting Principles” means generally accepted accounting principles in the United Kingdom, including IFRS.

“Acquired Debt” means Debt of a Person:

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(a)           existing at the time such Person becomes a Restricted Subsidiary or is merged into or consolidated with Borrower or any Restricted Subsidiary pursuant to a Permitted Acquisition; or

(b)           assumed in connection with a Permitted Acquisition, provided that such Debt is not incurred in contemplation of such Permitted Acquisition.

Acquired Debt will be deemed to be Incurred on the date the acquired Person becomes a Restricted Subsidiary (or is merged into or consolidated with Borrower or any Restricted Subsidiary, as the case may be) or the date of the related Permitted Acquisition.

“Adjusted Eurodollar Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for:

(a) a Eurodollar Rate Loan that is a Revolving Loan, (i) the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for Dollars for such Interest Period displayed on page LIBOR01 of the Reuters Screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters (provided that if such page or service ceases to be available, Revolving Facility Administrative Agent may specify another page or service displaying the relevant rate after consultation with Borrower), determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, (ii) in the event the rate referenced in the preceding clause (i) is available for Dollars but is not available for such Interest Period (provided that such rate referenced in the preceding clause (i) is available for both a period longer and a period shorter than the relevant Interest Period), the rate which results from interpolating on a linear basis between (A) the applicable rate as set forth in the preceding clause (i) but for the longest period for which such rate is available which is less than such Interest Period and (B) the applicable rate as set forth in the preceding clause (i) but for the shortest period for which such rate is available which exceeds such Interest Period, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (C) in the event the rates referenced in the preceding clauses (i) and (ii) are not available, the rate per annum equal to the Reference Bank Rate, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date; and

(b) a Eurodollar Rate Loan that is a Term Loan,  the rate per annum obtained by dividing (i)(A) the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for Dollars for such Interest Period displayed on page LIBOR01 of the Reuters Screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters (provided that if such page or service ceases to be available, Term Loan Administrative Agent may specify another page or service displaying the relevant rate after consultation with Borrower), determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date,  (B) in the event the rate referenced in the preceding clause (A) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum equal to the rate to first class banks in the London interbank market by the London affiliate of Term

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Administrative Agent for deposits (for delivery on the first day of such Interest Period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loan of Term Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such Interest Period, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (C) in the event the rates referenced in the preceding clauses (A) and (B) are not available, the rate per annum equal to the offered quotation rate to first class banks in the London interbank market by the Term Administrative Agent for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Term Loan of Term Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (ii) an amount equal to (A) one minus (B) the Applicable Reserve Requirement;

provided, however, that notwithstanding the foregoing, the Adjusted Eurodollar Rate for Term Loans and Revolving Loans shall at no time be less than 1.00% per annum.

“Administrative Agent” means Term Administrative Agent and Revolving Facility Administrative Agent, as the case may be.

“Affected Lender” as defined in Section 2.18(b).

“Affected Loans” as defined in Section 2.18(b).

“Affiliate” means, with respect to any specified Person:

(a)           any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person;

(b)           any other Person that owns, directly or indirectly, 10% or more of such specified Person’s Capital Stock or any officer or director of any such specified Person; or

(c)           any other Person that owns 10% or more of the Voting Stock of which is beneficially owned or held, directly or indirectly by such specified Person.

For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Affiliate Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit D-2, with such amendments or modifications as may be approved by the Term Administrative Agent.

“Agent” means each of (i) Term Administrative Agent, (ii) Revolving Facility Administrative Agent, (iii) Syndication Agent, (iv) Primary Collateral Agent, (v) Hungarian Collateral Agent, (vi) Bookrunner and (vii) any other Person appointed under the Credit

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Documents to serve in an agent or similar capacity, including, without limitation, any Auction Manager.

“Agent Affiliates” as defined in Section 10.1(b)(iii).

“Aggregate Amounts Due” as defined in Section 2.17.

“Aggregate Payments” as defined in Section 7.2.

“Agreed Security Principles” means the Agreed Security Principles set forth in Schedule 2 hereto.

“Agreement” means this Amended and Restated Credit and Guaranty Agreement, dated as of June 25, 2015 as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Amendment Agreement” means the Amendment Agreement dated as of June 25, 2015 among the Borrower, Parent, the Term Administrative Agent, the Revolving Facility Administrative Agent, the financial institutions and the Guarantors listed on the signature pages thereto.

“Amendment and Restatement Date” means that date on which the Amendment Agreement shall have become effective in accordance with its terms.

“Amendment and Restatement Date Transaction Costs” means the fees, costs and expenses payable by the Restricted Group on or before the Amendment and Restatement Date in connection with the transactions contemplated by the Engagement Letter, the Amendment Agreement and the Meritas Transaction Agreement.

“Anti-Corruption Laws” as defined in Section 4.30.

“Applicable Carve-Out Financials” means (a) copies of the audited financial statements (consisting of a balance sheet, statement of operations, statement of changes in net invested capital and statement of cash flows as of and for the years referenced therein) for the Included Subsidiaries and Chengdu and its subsidiaries, on a combined basis, as of and for the Fiscal Years ended June 30, 2014 and June 30, 2013 and (b) copies of the unaudited reviewed financial statements (consisting of a balance sheet, statement of operations, statement of changes in net invested capital and statement of cash flows) for the Included Subsidiaries and Chengdu and its Subsidiaries, on a combined basis, as of and for the nine (9) month period ended March 31, 2015 (which will include a year-on-year comparison to the corresponding fiscal period for the prior year).

“Applicable ECF Percentage” means (i) 50% if, as of the last day of the most recently ended Fiscal Year, the Total Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be greater than 3.75:1.00, (ii) 25% if, as of the last day of the most recently ended Fiscal Year, the Total Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to

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Section 5.1(c) calculating the Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be less than or equal to 3.75:1.00  and greater than 3.25:1.00 and (iii) 0% if, as of the last day of the most recently ended Fiscal Year, the Total Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be less than or equal to 3.25:1.00.

“Applicable Margin” and “Applicable Revolving Commitment Fee Percentage” means:

(i) with respect to Initial Term Loans, 4.00% for Eurodollar Rate Loans and 3.00% for Base Rate Loans; provided that after the date of delivery of the Compliance Certificate and the financial statements for the period ending November 30, 2015, so long as the Total Net Leverage Ratio for the immediately preceding four full Fiscal Quarters is less than, or equal to, 4.50:1.00, the Applicable Margin with respect to Initial Term Loans shall be 3.75% for Eurodollar Rate Loans and 2.75% for Base Rate Loans; and

(ii) with respect to Revolving Loans and the Applicable Revolving Commitment Fee Percentage, (a) from the Amendment and Restatement Date until the date of delivery of the Compliance Certificate and the financial statements for the period ending November 30, 2015 a percentage, per annum, determined by reference to the following table as if the Total Net Leverage Ratio then in effect were greater than 4.50:1.00; and (b) thereafter, a percentage, per annum, determined by reference to the Total Net Leverage Ratio in effect from time to time as set forth below:

No change in the Applicable Margin or the Applicable Revolving Commitment Fee Percentage shall be effective until the first day of the next Interest Period for any Loan following the receipt by Term Administrative Agent of the applicable financial statements and a Compliance Certificate pursuant to Section 5.1(c) calculating the Total Net Leverage Ratio.  Within one Business Day of receipt of the applicable information under Section 5.1(c), the applicable Administrative Agent shall give each Lender telefacsimile or telephonic notice (confirmed in writing) of the Applicable Margin and the Applicable Revolving Commitment Fee Percentage in effect from such date.  If, following receipt by Term Administrative Agent of the financial statements delivered pursuant to Section 5.1(b) and related Compliance Certificate, such financial statements and Compliance Certificate do not confirm the basis for a reduced

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Applicable Margin, Borrower shall promptly pay to the applicable Administrative Agent the accrued additional interest owing as a result of such increased Applicable Margin for the relevant period.  At any time Borrower has not submitted to Term Administrative Agent a Compliance Certificate as and when required under Section 5.1(c) and beyond the grace period provided therefor in Section 8.1, the Applicable Margin and the Applicable Revolving Commitment Fee Percentage shall be determined as if the Total Net Leverage Ratio were in excess of 4.50:1.00 as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered.  After an Event of Default has occurred and is continuing, the Applicable Margin shall be determined as if the Total Net Leverage Ratio then in effect were 4.50:1.00.  Nothing in this paragraph shall limit the right of either Administrative Agent or any Lender under Section 2.10 or Section 8.

“Applicable Reserve Requirement” means, at any time, the maximum rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors or other applicable banking regulator.  Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to which the applicable Adjusted Eurodollar Rate or any other interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets which include Eurodollar Rate Loans.  A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender.  The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.

“Approved Electronic Communications” means any notice, demand, communication, information, document or other material that any Credit Party provides to either Administrative Agent pursuant to any Credit Document or the transactions contemplated therein which is distributed to Agents, Lenders or Issuing Bank by means of electronic communications pursuant to Section 10.1(b).

“Arranger” as defined in the preamble hereto.

“Asset Sale” means any sale, issuance, conveyance, transfer, lease or other disposition (including, without limitation, by way of merger, consolidation, amalgamation or other combination or Sale and Leaseback Transaction) by the Restricted Group (collectively, a “transfer”), directly or indirectly, in one or a series of related transactions, of:

(a)           any Capital Stock of any Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than Parent or a Subsidiary of Parent);

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(b)           all or substantially all of the properties and assets of any division or line of business of the Restricted Group; or

(c)           any other of the Restricted Group’s properties or assets.

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(i)            any single transaction or series of related transactions that involves assets or Capital Stock having, at the time of such transaction, a Fair Market Value of less than $5,000,000 (or the Dollar Equivalent thereof);

(ii)           any transfer or disposition of assets (x) by Borrower to any Guarantor or (y) by any Guarantor to Borrower or any other Guarantor;

(iii)          any transfer or disposition of assets (x) by Borrower or any Guarantor to any Non-Guarantor Subsidiary or (y) by any Non-Guarantor Subsidiary to Borrower, any Guarantor or any other Non-Guarantor Subsidiary, provided that any such transfer or disposition under clause (x) or (y) of this clause (iii) complies with Section 6.4(a)(i);

(iv)          any transfer or disposition of obsolete, worn out, damaged or other equipment, facilities or assets that are no longer useful in the conduct of Parent’s, Borrower’s and any Restricted Subsidiary’s business and that are disposed of in the ordinary course of business;

(v)           sales or dispositions of receivables in any factoring transaction in the ordinary course of business;

(vi)          any transfer or disposition of assets that is governed by the provisions of Section 6.12;

(vii)         for the purposes of Section 6.6 only, the making of a Permitted Investment or a Restricted Payment permitted under Section 6.2;

(viii)        the sale, lease, sublease, assignment, transfer or other disposition of any equipment, inventory or receivables in the ordinary course of business;

(ix)          an issuance of Capital Stock by a Restricted Subsidiary to Parent, Borrower or to another Restricted Subsidiary;

(x)           any transfer, termination, unwinding or other disposition of Hedge Agreements in the ordinary course of business and not for speculative purposes (it being understood that hedging with respect to this Agreement and the CHF Notes Indenture shall be deemed “in the ordinary course of business” under this clause (x));

(xi)          sales or transfers of assets received by Parent, Borrower or any Restricted Subsidiary upon the foreclosure on a Lien granted in favor of Parent, Borrower or any Restricted Subsidiary or any other transfer of title with respect to any secured investment in default;

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(xii)         the granting of Liens not prohibited by Section 6.5;

(xiii)        the surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims, in the ordinary course of business;

(xiv)        disposition or transfer of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; or

(xv)         a disposition of cash or Cash Equivalents.

“Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit D-1, with such amendments or modifications as may be approved by the applicable Administrative Agent.

“Assignment Effective Date” as defined in Section 10.6(b).

“Attributable Debt” means, with respect to any Sale and Leaseback Transaction at the time of determination, the present value (discounted at the interest rate implicit in the lease determined in accordance with IFRS or, if not known, at Borrower’s incremental borrowing rate) of the total obligations of the lessee of the property subject to such lease for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended, or until the earliest date on which the lessee may terminate such lease without penalty or upon payment of penalty (in which case the rental payments will include such penalty), after excluding from such rental payments all amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water, utilities and similar charges.

“Auction” as defined in Section 10.6(i)(i).

“Auction Manager” means (a) either Term Administrative Agent or an Arranger, as determined by Borrower, or any of their respective Affiliates or (b) any other financial institution or advisor agreed by Borrower and Term Administrative Agent (whether or not an affiliate of Term Administrative Agent) to act as an arranger in connection with any repurchases pursuant to Section 10.6(i).

“Auditors” means one of PricewaterhouseCoopers, Ernst & Young, KPMG, Deloitte & Touche, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, BDO, Plusz Haszon Könyvvizsgáló Kft, Qianyi Certified Public Accountants Co., Ltd., Beijing HuaLongDingJia CPA Co., Ltd,  Guangzhou Lingnan Certified Public Accountant’s Co Ltd., Lo ▇▇▇▇ ▇▇▇▇ & Co or A&A Account Committee by Miss Pattamia Wongsiridate (or in each case its successors or any local Affiliate or amalgamation of any thereof) or any other firm approved in advance by the Administrative Agents (such approval not to be unreasonably withheld or delayed); provided that (i) the foregoing Auditors shall only be permitted with respect to the jurisdictions in which they audit members of the Restricted Group on the Amendment and Restatement Date and any other jurisdiction approved in advance by the Administrative Agents (such approval not to be unreasonably withheld or delayed) and (ii) the Auditors of Parent and Borrower shall be one of PricewaterhouseCoopers, Ernst & Young,

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KPMG, Deloitte & Touche, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or BDO or another firm approved in advance by the Administrative Agents (such approval not to be unreasonably withheld or delayed).

“Authorization” means an authorization, waiver, consent, approval, resolution, license, permit, exemption, filing, notarization or registration.

“Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, manager (gérant), president, vice president (or the equivalent thereof), chief financial officer or treasurer of such Person; provided that the secretary or assistant secretary of such Person shall have delivered an incumbency certificate to Administrative Agents as to the authority of such Authorized Officer.

“Bank Deposit Debt” means Debt of any member of the Restricted Group that is subject to a Lien over one or more bank accounts of any member of the Restricted Group and is used by a member of the Restricted Group to, directly or indirectly, engage in foreign currency exchange transactions; provided, however, that the aggregate amount of deposits in all such pledged bank accounts will not at any time be less than 90% or exceed an amount equal to 110% of the aggregate outstanding principal amount of such Debt.

“Bank Guarantee” means any bank guarantee issued or to be issued by Issuing Bank pursuant to this Agreement.

“Banking Services” means each and any of the following bank services provided to any Credit Party (a) under any arrangement that is in effect on the Closing Date between any Credit Party, a counterparty that is (or is an Affiliate of) the Revolving Facility Administrative Agent, any Revolving Lender or any Arranger as of the Closing Date or (b) under any arrangement that is entered into after the Closing Date by any Credit Party with any counterparty that is (or is an Affiliate of) the Revolving Facility Administrative Agent, any Revolving Lender or any Arranger at the time such arrangement is entered into:  (i) credit cards for commercial customers (including “commercial credit cards,” procurement cards and purchasing cards), (ii) debit cards, (iii) credit card processing services, (iv) stored value cards, (v) treasury and other cash management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts, short-term loan facilities, derivatives facilities, foreign exchange facilities and interstate depository network services) and (vi) other facilities or accommodations in connection with the business of the Restricted Group and which are agreed by the Borrower and such Person providing such bank services.

“Bankruptcy Law” means (i) the U.K. Insolvency ▇▇▇ ▇▇▇▇, as amended (together with the rules and regulations made pursuant thereto), (ii) Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute (“U.S. Bankruptcy Code”), (iii) the Hungarian Act XLIX of 1991 on Bankruptcy and Liquidation Proceedings and Act V of 2006 on Private Company Information, Company Registration and Winding-up Proceedings and Act CLXXV of 2011 on the Right of Association, Charitable Status and the Operation of and Subsidies to Civil Organizations as amended from time to time or any successor statute, and (iv) the laws of any other jurisdiction or any political subdivision thereof (in addition to those set forth in clauses (i) through (iii) hereof) relating to bankruptcy, insolvency, concurso mercantil, receivership, winding up, liquidation, conservatorship,

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reorganization, judicial management, the appointment of a receiver and manager or relief of debtors, in each case as now and hereafter in effect, or any successor statute.

“Base Rate” means, for any day, a rate per annum equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (iii) the sum of (a) the Adjusted Eurodollar Rate (after giving effect to any Adjusted Eurodollar Rate “floor”) that would be payable on such day for a Eurodollar Rate Loan with a one-month interest period plus (b) 1.00%.  Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base Rate.

“Board of Directors” means:

(a)           with respect to any corporation, the board of directors or managers of the corporation (which, in the case of any corporation having both a supervisory board and an executive or management board, will be the executive or management board) or any duly authorized committee thereof;

(b)           with respect to any partnership, the board of directors of the general partner of the partnership or any duly authorized committee thereof;

(c)           with respect to a limited liability company, the managing member or members (or analogous governing body) or any controlling committee of managing members thereof; and

(d)           with respect to any other Person, the board or any duly authorized committee thereof or committee of such Person serving a similar function (in respect of the Hungarian Guarantor, the board of trustees).

“Board of Governors” means the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“Bookrunner” means each Arranger, in its capacity as a joint lead arranger and joint bookrunner under the Engagement Letter.

“Borrower” as defined in the preamble hereto.

“Borrower Retained Prepayment Amount” as defined in Section 2.15(c).

“Budget” means (a) in relation to the period beginning on the Amendment and Restatement Date and ending on or about August 31, 2015, the Financial Model; and (b) in relation to any other period, any budget delivered by Borrower to Term Administrative Agent in respect of that period pursuant to Section 5.1(e).

“Business Day” means (i) any day excluding Saturday, Sunday on which banking institutions located in the State of New York or in London or Hong Kong are open for general

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business and (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term “Business Day” means any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.

“Capital Stock” means, with respect to any Person, any and all shares, interests, partnership interests (whether general or limited), participations, rights in or other equivalents (however designated) of such Person’s equity, any other interest or participation that confers the right to receive a share of the profits and losses, or distributions of assets of, such Person and any rights (other than debt securities convertible into or exchangeable for Capital Stock), warrants or options exchangeable for, or convertible into, such Capital Stock, whether now outstanding or issued after the date hereof.  For the avoidance of doubt, in no event should any Subordinated Shareholder Funding or any instrument issued on similar terms constitute Capital Stock.

“Capitalized Lease Obligation” means, with respect to any Person, any obligation of such Person under a lease of (or other agreement conveying the right to use) any property (whether real, personal or mixed), which obligation is required to be classified and accounted for as a capital lease obligation under IFRS, and, for purposes of Section 6, the amount of such obligation at any date will be the capitalized amount thereof at such date, determined in accordance with IFRS and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.  For the avoidance of doubt, an operating lease will not be deemed a Capitalized Lease Obligation, regardless of any reclassification or recharacterization under IFRS.

“Cash” means money, currency or a credit balance in any demand or Deposit Account.

“Cash Collateralize” means, in respect of an Obligation, to provide and pledge (as a first priority perfected security interest) cash collateral in Dollars, at a location and pursuant to documentation in form and substance satisfactory to Revolving Facility Administrative Agent and the Issuing Bank (and “Cash Collateralization” has a corresponding meaning).  “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means any of the following:

(a)                                 any evidence of Debt denominated in Euro, Sterling, Dollars or Swiss Francs with a maturity of 180 days or less from the date of acquisition, issued or directly and fully guaranteed or insured by a member state (an “EU Member State”) of the Pre-Expansion European Union whose sole lawful currency on the Closing Date is the Euro, the government of the United Kingdom of Great Britain and Northern Ireland, the Swiss Confederation, the United States of America, any state thereof or the District of Columbia, or any agency or instrumentality thereof;

(b)                                 demand or time deposit accounts, certificates of deposit, money market deposits or bankers’ acceptances denominated in Euro, Sterling, Dollars or Swiss Francs with a maturity of 180 days or less from the date of acquisition issued by a bank or trust company organized in an EU Member State, the United Kingdom of Great Britain, Northern Ireland and the Swiss Confederation or any commercial banking institution that is a member of the U.S. Federal

11

Reserve System, in each case having combined capital and surplus and undivided profits of not less than $500,000,000, whose long-term, unsecured, unsubordinated and unguaranteed debt has a rating, at the time any investment is made therein, of at least A or the equivalent thereof from S&P and at least A2 or the equivalent thereof from ▇▇▇▇▇’▇;

(c)                                  commercial paper with a maturity of 180 days or less from the date of acquisition issued by a corporation that is not Parent’s or any Restricted Subsidiary’s Affiliate and which is incorporated under the laws of an EU Member State, United Kingdom of Great Britain and Northern Ireland, the Swiss Confederation, the United States of America or any state thereof and, at the time of acquisition, having a short-term credit rating of at least A-1 or the equivalent thereof from S&P or at least P-l or the equivalent thereof from ▇▇▇▇▇’▇;

(d)                                 repurchase obligations with a term of not more than seven days for underlying securities of the type described in clause (a) above, entered into with a financial institution meeting the qualifications described in clause (b) above;

(e)                                  Investments in money market mutual funds at least 95% of the assets of which constitute Cash Equivalents of the kind described in clauses (a) through (d) above;

(f)                                   direct obligations of the PRC and Hong Kong or any agency of any of the foregoing or obligations fully and unconditionally guaranteed by the PRC and Hong Kong or any agency of any of the foregoing, in each case maturing within one year;

(g)                                  demand or time deposit accounts, certificates of deposit, overnight or call deposits and money market deposits with (i) Agricultural Bank of China, Bank of China, Bank of Communications, China CITIC Bank, China Merchants Bank, Industrial Commercial Bank of China, China Construction Bank, Bank of Shanghai, China Huaxia Bank or HSBC Bank (China) Company Limited or (ii) any other bank, trust company, financial institution or similar entity organized under the laws of the PRC whose long-term debt is rated as high or higher than any of those institutions described in clause (i) of this subsection (g);

(h)                                 demand or time deposit accounts, certificates of deposit, overnight or call deposits and money market deposits with Ahli United Bank, Standard Chartered Bank, Standard Chartered Bank Malaysia Berhad, Standard Chartered Bank (Vietnam) Ltd., UOB Bank, Australia, and New Zealand Bank, National Bank of Abu Dhabi, Samba Financial Group, UBS AG, Fifth Third Bank, Bank of America, N.A., HSBC Bank USA, N.A. or its affiliates, Millennium Bank S A, Budapest Bank, Commercial Bank, Cambodian Public Bank, ANZ Royal Bank, Vietnam Export Import Commercial Joint Stock Bank (Eximbank) or VID Public Bank;

(i)                                     demand or time deposit accounts, certificates of deposit, overnight or call deposits and money market deposits with any bank, trust company, financial institution or similar entity, not otherwise included under clause (b), (g) or (h) above which would rank, in terms of combined capital and surplus and undivided profits or the ratings on its long-term debt, among the top five such institutions in a jurisdiction in which Parent, Borrower or a Restricted Subsidiary conducts its business or is organized; or

(j)                                    demand or time deposits, certificates of deposit, overnight or call deposits and money market deposits with any bank, trust company, financial institution or similar entity

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organized under the laws of the PRC or Hong Kong, provided that such deposits do not exceed $10,000,000 (or the Dollar Equivalent thereof) with any single bank or $30,000,000 (or the Dollar Equivalent thereof) in the aggregate at any date of determination thereafter.

“Certificate re Non-Bank Status” means a certificate substantially in the form of Exhibit I.

“Change in Law” as defined in Section 2.19(a).

“Change of Control” means (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than a Permitted Holder or the Permitted Holders, is or becomes the “beneficial owner,” directly or indirectly, of more than 35% of the Voting Stock of Parent and the Permitted Holders do not beneficially own a larger percentage of the Voting Stock of Parent than such person or group (for the purposes of this clause (i), such other person or group will be deemed to beneficially own all the Voting Stock of a specified entity directly held by a parent entity, if such other person or group becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 35% of the Voting Stock of such parent entity and the Permitted Holders do not beneficially own more than 35% of the Voting Stock of such entity); (ii) Parent at any time ceases to own directly 100% of the Capital Stock of each of Borrower, Nord Anglia UK and NAE HK Holdings Limited; (iii) during any consecutive two-year period, the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of Parent cease to be occupied by Persons who either (a) were members of the board of directors of Parent on the first day of such period, provided that, for purposes of this clause (iii), any directors elected or appointed in connection with the Initial Public Offering shall be deemed to have been directors as of the Closing Date or (b) were nominated for election by the board of directors of Parent, a majority of whom were directors of the type described in clause (a) or whose election or nomination for election was previously approved by a majority of such directors (including, without limitation, each replacement for any such member resulting from (1) the death or incapacity of any such member and/or (2) the resignation or removal of any such member or any such member’s refusal to stand or failure to be nominated for re-election to the board or other equivalent governing body); or (iv) any “change of control” or similar event under any Material Debt shall occur.

“Chengdu” means Sterling International Schools, a Cayman Islands exempted company.

“CHF Notes” means the notes issued pursuant to the CHF Notes Indenture.

“CHF Notes Indenture” means that certain indenture dated as of June 25, 2015 pursuant to which the CHF Notes are issued, as amended and supplemented from time to time, between Borrower, Parent, the Subsidiaries of Parent party thereto as guarantors, and Citicorp International Limited, as trustee and security agent.

“CHF Notes Trustee” means the trustee, administrative agent or similar representative for the holders, lenders or other creditors of the CHF Notes under the CHF Notes Indenture.

“Class” means (i) with respect to Lenders, each of the following classes of Lenders:  (a) Lenders having Initial Term Loan Exposure, (b) Lenders having Revolving Exposure and (c)

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Lenders having New Term Loan Exposure of each applicable Series, and (ii) with respect to Loans, each of the following classes of Loans:  (a) Initial Term Loans, (b) Revolving Loans and (c) each Series of New Term Loans.

“Clean Down Cross Default” as defined in Section 8.1(c).

“Clean Down Event of Default” as defined in Section 8.1(c).

“Clean Down Period” as defined in Section 5.18.

“Closing Date” means March 31, 2014.

“Closing Date Jurisdiction” means any jurisdiction in which a Subsidiary of Parent exists on the Closing Date.

“Closing Date Refinancing” means the refinancing and repayment of certain outstanding Debt on the Closing Date and the transactions related thereto as contemplated by the Original Credit Agreement.

“Collateral” means, collectively, all of the real, personal and mixed property (including Capital Stock) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations.

“Collateral Agent” means Primary Collateral Agent and Hungarian Collateral Agent, as the case may be.

“Collateral Agent Claim” as defined in Section 9.12(a).

“Collateral Documents” means all instruments, documents and agreements delivered by or on behalf of any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to, or perfect in favor of, Primary Collateral Agent or Hungarian Collateral Agent, as the case may be, for the benefit of Secured Parties, a Lien on any real, personal or mixed property of that Credit Party as security for the Obligations and shall initially be the documents listed on Schedule 1 hereto.

“Collateral Questionnaire” means a certificate in form satisfactory to Primary Collateral Agent that provides information with respect to the personal or mixed property of each Credit Party.

“Commitment” means any Revolving Commitment or Term Loan Commitment.

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

“Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit C.

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“Consolidated Capital Expenditures” means, for any period, the aggregate of all expenditures of Parent and its Subsidiaries during such period determined on a consolidated basis that, in accordance with IFRS, are or should be included in “purchase of property and equipment” or similar items, or which should otherwise be capitalized, reflected in the consolidated statement of cash flows of Parent and its Subsidiaries; provided that Consolidated Capital Expenditures shall not include any expenditures (i) for replacements and substitutions for fixed assets, capital assets or equipment to the extent made with Net Insurance/Condemnation Proceeds invested pursuant to Section 2.14(b) or with Net Cash Proceeds invested pursuant to Section 2.14(a) or (ii) which constitute a Permitted Acquisition permitted under Section 6.15.

“Consolidated Current Assets” means, as at any date of determination, the total assets of a Person and its Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with IFRS, excluding Cash and Cash Equivalents.

“Consolidated Current Liabilities” means, as at any date of determination, the total liabilities of a Person and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with IFRS, excluding the current portion of long-term debt.

“Consolidated EBITDA” means, for any period, the sum of (A) Consolidated Net Income for such period plus (B) in each case to the extent deducted in computing Consolidated Net Income for such period:

(a)                                 Consolidated Interest Expense;

(b)                                 Consolidated Tax Expense;

(c)                                  Consolidated Non-cash Charges, less all non-cash items increasing Consolidated Net Income for such period (other than, for the avoidance of doubt, the accrual of revenue in the ordinary course of business);

(d)                                 any extraordinary, exceptional or non-recurring losses (minus any extraordinary, exceptional or non-recurring gains) of the Restricted Group;

(e)                                  any losses (less gains) attributable to sales of assets of any member of the Restricted Group that are not sold in the ordinary course of business;

(f)                                   any expenses, charges or fees relating to any Equity Issuance (including the Initial Public Offering and the Follow-On Public Offering), any Permitted Investment, acquisition or Debt permitted to be Incurred under Section 6, in each case, whether or not successful; and

(g)                                  all expenses incurred by the Restricted Group directly in connection with any early extinguishment of Debt less any gain of the Restricted Group from any write off or forgiveness of Debt.

“Consolidated Excess Cash Flow” means, for any period, an amount (if positive) equal to:

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(i)                                     the sum, without duplication, of the amounts for such period of (a) Consolidated Net Income, plus, (b) to the extent reducing Consolidated Net Income, the sum, without duplication, of amounts for non-cash charges reducing Consolidated Net Income, including for depreciation and amortization (excluding any such non-cash charge to the extent that it represents an accrual or reserve for potential cash charge in any future period or amortization of a prepaid cash gain that was paid in a prior period), plus (c) the Consolidated Working Capital Adjustment, minus

(ii)                                  the sum, without duplication, of (a) the amounts for such period paid from Internally Generated Cash of (1) scheduled repayments of Debt for borrowed money (excluding repayments of Revolving Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments) and scheduled repayments of obligations under Capitalized Lease Obligations (excluding any interest expense portion thereof) during such period, (2) Consolidated Capital Expenditures and Permitted Acquisitions paid in cash during such period, (3) income taxes paid in cash during such period, and (4) Restricted Payments made pursuant to Section 6.2(c)(xvi) paid in cash during such period, plus (b) other non-cash gains increasing Consolidated Net Income for such period (excluding any such non-cash gain to the extent it represents the reversal of an accrual or reserve for potential cash gain in any prior period).  As used in this clause (ii), “scheduled repayments of Debt” does not include (x) mandatory prepayments or voluntary prepayments, (y) repurchases of Term Loans pursuant to Section 10.6(i) and (z) repayments of Loans made with the cash proceeds of any Refinancing Indebtedness.

“Consolidated First Lien Secured Debt” means, as of any date of determination, the aggregate principal amount of Consolidated Total Debt outstanding on such date that is secured by a Lien on any asset or property of any member of the Restricted Group; provided that such Consolidated Total Debt (i) is not expressly subordinated in right of payment to the Obligations or (ii) is not secured by Liens on the Collateral that are expressly junior to the Liens securing the Obligations.

“Consolidated Interest Expense” means, for any period, without duplication and in each case determined on a consolidated basis in accordance with IFRS, the sum of:

(a)                                 the Restricted Group’s interest expense for such period (excluding (i) any capitalized interest on any Subordinated Shareholder Funding, (ii) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses (including, without limitation, Transaction Costs and Amendment and Restatement Date Transaction Costs), (iii) any net interest on any Entrusted Loans and (iv) any paid in kind interest), plus, to the extent not otherwise included in interest expense:

(i)                                     amortization of debt discount and original issue discount;

(ii)                                  the net payments made or received pursuant to Currency Agreements or Interest Rate Agreements (including amortization of fees and discounts, but excluding any non-cash interest expense attributable to the movement in the ▇▇▇▇-to-market

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valuation of obligations under Currency Agreements or Interest Rate Agreements or other derivative instruments pursuant to IFRS);

(iii)                               realized commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and similar transactions; and

(iv)                              the interest portion of any deferred payment obligation and amortization of debt issuance costs; plus

(b)                                 the interest component of the Restricted Group’s Capitalized Lease Obligations accrued and/or scheduled to be paid or accrued during such period other than the interest component of Capitalized Lease Obligations between or among any members of the Restricted Group; plus

(c)                                  the Restricted Group’s non-cash interest expenses and interest that was capitalized during such period; plus

(d)                                 the interest expense on Debt of another Person (other than a member of the Restricted Group) to the extent such Debt is guaranteed by a member of the Restricted Group or secured by a Lien on the assets of any member of the Restricted Group; plus

(e)                                  cash and non-cash dividends due (whether or not declared) on Parent’s Redeemable Capital Stock and Borrower’s or any Restricted Subsidiary’s Preferred Stock (to any Person other than any member of the Restricted Group and other than dividends payable solely in Capital Stock of Parent (other than Redeemable Capital Stock)), in each case for such period.

“Consolidated Net Income” means, for any period, the Restricted Group’s consolidated net income (or loss) for such period as determined in accordance with IFRS, adjusted by excluding (to the extent included in such consolidated net income or loss), without duplication:

(a)                                 the portion of net income (and the loss to the extent such loss is funded in cash by a member of the Restricted Group) of any Person (other than a member of the Restricted Group), including Unrestricted Subsidiaries, in which a member of the Restricted Group has an interest, except that such member’s interest in the net income of such Person for such period shall be included in such Consolidated Net Income to the extent of the aggregate amount of dividends or other distributions actually paid to a member of the Restricted Group in cash dividends or other distributions during such period;

(b)                                 solely for the purpose of determining the amount available for Restricted Payments under Section 6.2, the net income (but not the loss) of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not at the date of determination permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary (other than (i) restrictions pursuant to the Credit Documents, (ii) restrictions in effect on the Amendment and Restatement Date with respect to a Restricted Subsidiary, and other restrictions with respect to such Restricted Subsidiary that, taken as a whole, are not materially less favorable to the Credit

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Parties than such restrictions in effect on the Closing Date, (iii) restrictions specified in Section 6.10(b)(xiii) and (iv) restrictions permitted by Sections 6.10(b)(i) and (ii));

(c)                                  net after-tax gains (or losses) attributable to the termination of any employee pension benefit plan (including any Pension Plan or Pension Scheme);

(d)                                 any restoration to net income of any contingency reserve, except to the extent provision for such reserve was made out of income accrued;

(e)                                  the net income (or losses) attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued);

(f)                                   the cumulative effect of a change in accounting principles;

(g)                                  any one-time non-cash charges or any amortization or depreciation or any impact of asset revaluation resulting from purchase accounting, in each case, in relation to any acquisition of, or merger or consolidation with, another Person or business or resulting from any reorganization or restructuring involving any member of the Restricted Group;

(h)                                 any unrealized gains or losses in respect of Hedge Agreements;

(i)                                     the impact of capitalized or accreting or pay-in-kind interest or principal in respect of Subordinated Shareholder Funding;

(j)                                    any unrealized gains (or losses) due solely to fluctuations in currency values and related tax effects;

(k)                                 any non-cash compensation charge or expenses arising from any grant of stock, stock options or other equity-based awards and any non-cash deemed finance charges in respect of any pension liabilities or other provisions;

(l)                                     Transaction Costs and Amendment and Restatement Date Transaction Costs; and

(m)                             any goodwill or other intangible asset impairment charges.

“Consolidated Non-cash Charges” means, for any period, the aggregate depreciation, amortization and other non-cash expenses of the Restricted Group for such period, determined on a consolidated basis in accordance with IFRS (excluding any such non-cash charge that requires an accrual of or reserve for cash charges for any future period).

“Consolidated Tax Expense” means, for any period with respect to any relevant taxing jurisdiction, the provision for all national, local and foreign federal, state or other income taxes (including without limitation, withholding taxes) of the Restricted Group for such period as determined on a consolidated basis in accordance with IFRS.

“Consolidated Total Debt” means, as of any date of determination, (a) the aggregate stated balance sheet amount of all Debt of the Restricted Group (or, if higher, the par value or

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stated face amount of all such Debt (other than zero coupon Debt) determined on a consolidated basis in accordance with IFRS), minus (b) the aggregate amount of Unrestricted Cash included in the consolidated balance sheet of the Restricted Group as of such date (other than the proceeds of any Debt being Incurred and giving rise to the need to calculate the Total Net Leverage Ratio or the First Lien Net Leverage Ratio).

“Consolidated Working Capital” means, as at any date of determination, the excess of Consolidated Current Assets of the Restricted Group over Consolidated Current Liabilities of the Restricted Group.

“Consolidated Working Capital Adjustment” means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.  In calculating the Consolidated Working Capital Adjustment there shall be excluded the effect of reclassification during such period of current assets to long-term assets and current liabilities to long-term liabilities and the effect of any Permitted Acquisition, the designation of any Unrestricted Subsidiary as a Restricted Subsidiary or any Restricted Subsidiary as an Unrestricted Subsidiary during such period; provided that (i) there shall be included with respect to any Permitted Acquisition during such period an amount (which may be a negative number) by which the Consolidated Working Capital acquired in such Permitted Acquisition as at the time of such acquisition exceeds (or is less than) Consolidated Working Capital at the end of such period and (ii) there shall be included with respect to any Unrestricted Subsidiary that is designated as a Restricted Subsidiary during such period an amount (which may be a negative number) by which the Consolidated Working Capital gained in such designation as at the time of such designation exceeds (or is less than) Consolidated Working Capital at the end of such period.

“Contributing Guarantors” as defined in Section 7.2.

“Contribution Notice” means a contribution notice as that term is used for the purposes of sections 38 to 56 of the Pensions ▇▇▇ ▇▇▇▇.

“Conversion/Continuation Date” means the effective date of a continuation or conversion of a Term Loan, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

“Conversion/Continuation Notice” means a Conversion/Continuation Notice substantially in the form of Exhibit A-2.

“Coverage Test” as defined in Section 5.15(a)(iii)(2).

“Credit Date” means the date of a Credit Extension.

“Credit Agreement Obligations” means all obligations of every nature of each Credit Party, including obligations from time to time owed to Agents (including former Agents), Lenders or any of them and Lender Counterparties, under any Credit Document or Hedge Agreement, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to such Credit Party, would have accrued on any Credit

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Agreement Obligation, whether or not a claim is allowed against such Credit Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit and Bank Guarantees, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, excluding, with respect to any Guarantor, Excluded Swap Obligations with respect to such Guarantor.

“Credit Document” means any of this Agreement, the Notes, if any, the Collateral Documents, the Intercreditor Agreement, any documents or certificates executed by Borrower in favor of Issuing Bank relating to Letters of Credit or Bank Guarantees, the Amendment Agreement, the First Joinder Agreement and all other documents, certificates, instruments or agreements executed and delivered by or on behalf of a Credit Party for the benefit of any Agent, Issuing Bank or any Lender in connection herewith on or after the Closing Date.

“Credit Extension” means the making of a Loan, the issuing of a Letter of Credit or the issuing of a Bank Guarantee.

“Credit Facilities” means, one or more debt facilities or indentures, as the case may be, or commercial paper facilities providing for revolving credit loans, term loans, notes, letters of credit or other forms of Debt, guarantees and assurances or other credit facilities or extensions of credit, including overdrafts, in each case, as amended, restated, amended and restated, modified, renewed, refunded, replaced, refinanced, repaid, increased or extended in whole or in part from time to time.

“Credit Parties” means Borrower and the Guarantors.

“Currency Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with any member of the Restricted Group’s operations and not for speculative purposes.

“Debt” means, with respect to any Person, without duplication:

(a)                                 all liabilities of such Person for borrowed money or for the deferred purchase price of property or services due more than six months after such property is acquired or services provided excluding trade payables incurred in the ordinary course of business;

(b)                                 all obligations of such Person evidenced by bonds, notes, debentures or other similar instruments;

(c)                                  the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of any letters of credit, bankers’ acceptances, receivables facilities or other similar facilities issued or created by or for the account of such Person, except to the extent relating to a trade payable arising in the ordinary course of business;

(d)                                 all debt of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to

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repossession or sale of such property), which is due more than one year after its incurrence but excluding trade payables arising in the ordinary course of business;

(e)                                  all Capitalized Lease Obligations of such Person;

(f)                                   all obligations of such Person under or in respect of Hedge Agreements (the amount of any such obligation to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time);

(g)                                  all Redeemable Capital Stock of such Person valued at the greater of its voluntary maximum fixed repurchase price and its involuntary maximum fixed repurchase price plus accrued and unpaid dividends; and

(h)                                 Preferred Stock of any Restricted Subsidiary,

provided, however, that clauses (a) through (f) above (other than letters of credit, Attributable Debt and obligations of such Person under or in respect of Hedge Agreements) will be included in definition of “Debt” whether or not appearing as a liability on a balance sheet of the specified Person prepared in accordance with IFRS, provided further, that the term “Debt” will not include: (i) anything initially accounted for as an operating lease, regardless of any reclassification or recharacterization under IFRS; (ii) customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business; (iii) any pension obligations of Parent, Borrower or a Restricted Subsidiary; (iv) other than for purposes of the definitions of “Subordinated Shareholder Funding” and “Subordinated Debt,” Subordinated Shareholder Funding; (v) accrued liabilities Incurred in the ordinary course of business; and (vi) Entrusted Loans.  In addition, the term “Debt” includes (x) all Debt of others secured by a Lien on any asset of the Person (whether or not such Debt is assumed by the Person) and, to the extent not otherwise included, the guarantee by such Person of any Debt of any other Person and (y) to the extent not otherwise included above, all guarantees of such Person in respect of any items described in clauses (a) through (h) above.

For purposes of this definition, the “maximum fixed repurchase price” of any Redeemable Capital Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on any date on which Debt will be required to be determined pursuant to Section 6, and if such price is based upon, or measured by, the Fair Market Value of such Redeemable Capital Stock, such Fair Market Value will be determined in good faith by the Board of Directors of Borrower of such Redeemable Capital Stock, provided that if such Redeemable Capital Stock is not then permitted to be redeemed, repaid or repurchased, the redemption, repayment or repurchase price will be the book value of such Redeemable Capital Stock as reflected in the most recent financial statements of such Person.

“Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Defaulting Lender” means subject to Section 2.22(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were

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required to be funded hereunder unless such Lender notifies the applicable Administrative Agent and Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (which conditions precedent, together with the applicable default, if any, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the applicable Administrative Agent, Issuing Bank or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Bank Guarantee) within two Business Days of the date when due, (b) has notified Borrower, the applicable Administrative Agent or Issuing Bank in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lenders’ obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with the applicable default, if any, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the applicable Administrative Agent or Borrower, to confirm in writing to such Administrative Agent and Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by such Administrative Agent and Borrower), or (d) the applicable Administrative Agent has received notification that such Lender has, or has a direct or indirect parent company that is (i) insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors or (ii) the subject of a bankruptcy, concurso mercantil, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority in such capacity has been appointed for such Lender or its direct or indirect parent company, or such Lender or its direct or indirect parent company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Capital Stock in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the applicable Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.22(b)) upon delivery of written notice of such determination to Borrower, each Issuing Bank and each other Lender.

“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by any member of the Restricted Group in connection with an Asset Sale that is designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate,

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setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

“Disinterested Member” means, with respect to any transaction or series of related transactions, a member of Borrower’s Board of Directors who does not have any material direct or indirect financial interest in or with respect to such transaction or series of related transactions or is not an Affiliate, or an officer, director, member of a supervisory, executive or management board or employee of any Person (other than Borrower or a Restricted Subsidiary) who has any direct or indirect financial interest in or with respect to such transaction or series of related transactions.

“Disqualified Institutions” means such Persons (a) that have been specified in writing to the Administrative Agents and the Arrangers prior to the date of the Engagement Letter as being “Disqualified Institutions”, (b) who are competitors of Borrower, Parent, Nord Anglia UK and their respective Subsidiaries that are separately identified in writing by Borrower to the Administrative Agents and Arrangers from time to time, and (c) in the case of each of clauses (a) and (b), any of their Affiliates (other than, in the case of clause (b) only, any such Affiliate that is a bona fide debt fund) that is either (x) identified in writing by Borrower to the Administrative Agents from time to time or (y) reasonably identifiable as an Affiliate of such Person on the basis of such Affiliate’s name; provided that any additional Disqualified Institutions identified from time to time shall not apply retroactively to disqualify any parties that have previously acquired an assignment or participation interest in the Loans or Commitments.  Upon a reasonable request by any Lender to the applicable Administrative Agent, such Administrative Agent shall be permitted to disclose to such Lender the list of Disqualified Institutions; provided, further, that neither Administrative Agent shall be responsible for, nor have any liability in connection with, maintaining, updating, monitoring or enforcing the list of Disqualified Institutions unless caused by or the result of the gross negligence, bad faith or willful misconduct of such Administrative Agent.  Notwithstanding anything herein to the contrary, no Person to whom any assignment or participation is made pursuant to Section 10.6 for which Borrower consent has been obtained to the extent required thereunder shall be a Disqualified Institution.

“Dollar Equivalent” means, with respect to any monetary amount in a currency other than Dollars, at any time for the determination thereof, the amount of Dollars obtained by converting such foreign currency involved in such computation into Dollars at the base rate for the purchase of Dollars with the applicable foreign currency as quoted by the Federal Reserve Bank of New York using exchange rates prevailing using exchange rates prevailing on the date of determination.

“Dollars” and the sign “$” mean the lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia.

“Dormant Subsidiary” means a member of the Restricted Group:

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(a)                                 which does not trade (for itself or as agent for any person) and does not own, legally or beneficially, assets (including, without limitation, indebtedness owed to it) which in aggregate have a value of:

(1)                                 in the case of EduAction (Waltham Forest) Limited, $545,000 or more;

(2)                                 in the case of any other member of the Restricted Group, $15,000 or more; or

(3)                                 in the case of Nord Anglia Middle East Holding S.P.C. and Nord Anglia Middle East Holding S.P.C. —Abu Dhabi Branch Office, $15,000,000 or more, between them,

or, in each case, its equivalent in other currencies; or

(b)                                 listed in Part I of Schedule 4 to the extent that such members of the Restricted Group do not own, legally or beneficially, calculated on a net basis as between the entities set forth in Part I of Schedule 4 (including, without limitation, indebtedness owed to them) which in aggregate have a value exceeding $1,500,000.

“Eligible Assignee” means any Person other than a natural Person that is (i) a Lender, an Affiliate of any Lender or a Related Fund of any Lender (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), or (ii) a commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans in the ordinary course of business; provided that no Disqualified Institution, Defaulting Lender, Credit Party or Affiliate of a Credit Party shall be an Eligible Assignee (except assignments to Borrower pursuant to Section 10.6(i)).

“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed by, Parent, any of its Subsidiaries or any of their respective ERISA Affiliates.

“Enforcement Event” as defined in Schedule 2.

“Engagement Letter” means the Engagement Letter dated as of April 24, 2015 among the Borrower, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., HSBC USA and HBAP.

“Entrusted Loans” means borrowings by Borrower or any Restricted Subsidiary from a bank, trust company or other financial institution that are subject to a Lien on deposits made by Borrower or another Restricted Subsidiary as security for such borrowings, provided that no assets other than such deposits secure such borrowings, the value of such borrowings does not exceed the value of such deposits and such borrowings are denominated in the same currency as such deposits.

“Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or

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otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

“Environmental Laws” means any and all current or future foreign or domestic, federal or state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other requirements of Governmental Authorities relating to (i) environmental matters, including those relating to any Hazardous Materials Activity; (ii) the generation, use, storage, transportation or disposal of Hazardous Materials; or (iii) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare, in any manner applicable to Parent or any of its Subsidiaries or any Facility.

“Equity Issuance” means any public offering or private placement of the Capital Stock (which is Qualified Capital Stock) of Parent.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

“ERISA Affiliate” means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member.  Any former ERISA Affiliate of Parent or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of Parent or any such Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of Parent or such Subsidiary and with respect to liabilities arising after such period for which Parent or such Subsidiary could be liable under the Internal Revenue Code or ERISA.

“ERISA Event” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA) or the failure to make by its due date a required installment under Section 430(j) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by Parent, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of

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any such Pension Plan resulting in liability to Parent, any of its Subsidiaries or any of their respective Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on Parent, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of Parent, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by Parent, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the occurrence of an act or omission which would reasonably be expected to give rise to the imposition on Parent, any of its Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c)(i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against Parent, any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (x) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; or (xi) the imposition of a Lien pursuant to Section 430(k) of the Internal Revenue Code or ERISA or a violation of Section 436 of the Internal Revenue Code.

“Euro” and the sign “€” means the lawful currency of the member states of the European Union that participate in the third stage of the European Economic and Monetary Union.

“Eurodollar Rate Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate.

“Event of Default” means each of the conditions or events set forth in Section 8.1.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, and any successor statute and the rules and regulations promulgated thereunder.

“Excluded Contributions” means the net cash proceeds received by Parent and contributed to Borrower, Nord Anglia UK or NAE HK Holdings Limited after the Closing Date from the sale (other than to a Subsidiary of Parent) of Capital Stock (other than Redeemable Capital Stock and the net cash proceeds of the Follow-On Public Offering) of Parent, designated as “Excluded Contributions” pursuant to an Officers’ Certificate of Parent (which will be designated no later than the date on which such Excluded Contribution has been received by Borrower, Nord Anglia UK or NAE HK Holdings Limited) to the extent such net cash proceeds are Not Otherwise Applied.  Such Excluded Contributions will be excluded from the calculation set forth in Section 6.2(b)(iii)(B).

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“Excluded Jurisdiction” means (i) the PRC, (ii) the Czech Republic, (iii) the Slovak Republic, (iv) the Kingdom of Thailand, (v) the Socialist Republic of Vietnam, (vi) any other jurisdiction that is not a Closing Date Jurisdiction that is agreed by Primary Collateral Agent and Borrower in their reasonable discretion or (vii) any other Closing Date Jurisdiction that is agreed by Primary Collateral Agent and Borrower in their reasonable discretion in connection with or as a result of a Change in Law in such jurisdiction.

“Excluded Swap Obligation” means, with respect to any Guarantor at any time, any obligation (a “Swap Obligation”) to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act, if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is illegal at such time under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time such guarantee or grant of a security interest becomes effective with respect to such related Swap Obligation.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) subject to Section 2.8(h), any withholding Taxes imposed on amounts payable to or for the account of such Recipient with respect to an applicable interest in a Loan or Commitment or otherwise under this Agreement pursuant to a law in effect on the date on which (i) such Recipient acquires such interest in the Loan or Commitment or this Agreement (other than pursuant to an assignment request by Borrower under Section 2.23) or (ii) if the Recipient is a Lender, such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such Recipient’s assignor immediately before such Recipient became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.20(e) and (d) any Taxes imposed under FATCA.

“Existing Bank Guarantees” means the bank guarantees listed on Schedule 11.

“Existing Revolving Commitments” as defined in Section 2.25(c)(ii).

“Existing Term Loans” as defined in Section 2.25(c)(ii).

“Extended Maturity Date” as defined in Section 2.25(a).

“Extended Revolving Commitments” as defined in Section 2.25(c)(ii).

“Extended Term Loans” as defined in Section 2.25(c)(ii).

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“Extension” as defined in Section 2.25(a).

“Extension Amendment” as defined in Section 2.25(f).

“Extension Offer” as defined in Section 2.25(a).

“Facility” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by Parent or any of its Subsidiaries or any of their respective predecessors or Affiliates.

“Fair Market Value” means, with respect to any asset or property, the sale value that would be obtained in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors of any applicable member of the Restricted Group.

“Fair Share” as defined in Section 7.2.

“Fair Share Contribution Amount” as defined in Section 7.2.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the Closing Date (or any amended or successor version that is substantively comparable), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any intergovernmental agreements with respect thereto (together with any law or other guidance implementing such agreements).

“Federal Funds Effective Rate” means for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided (i) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate charged to the applicable Administrative Agent on such day on such transactions as determined by such Administrative Agent.

“Financial Covenant” means the covenant set forth in Section 6.18.

“Financial Covenant Cross Default” as defined in Section 8.1(c).

“Financial Covenant Cure” as defined in Section 8.2.

“Financial Covenant Event of Default” as defined in Section 8.1(c).

“Financial Model” means the combined base case model in the agreed form dated April 7, 2015.

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“Financial Support Direction” means a financial support direction as that term is used for the purposes of sections 38 to 56 of the Pensions ▇▇▇ ▇▇▇▇.

“First Joinder Agreement” means that certain Joinder Agreement to Credit and Guaranty Agreement dated as of March 2, 2015 among the Borrower, Parent, the Term Administrative Agent, the Guarantors listed on the signature pages thereto and the financial institutions listed on the signature pages thereto as New Term Loan Lenders.

“First Lien Net Leverage Ratio” means the ratio as of the last day of any Test Period (i) Consolidated First Lien Secured Debt as of such day to (ii) Consolidated EBITDA for such Test Period.

“First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is subject, other than any Permitted Lien.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of each jurisdiction for the members of the Restricted Group which ends on or about the date set forth on Schedule 12.

“Follow-On Public Offering” means the public offering of the Capital Stock (which is Qualified Capital Stock) of Parent on or prior to the Amendment and Restatement Date pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act, which public offering will result in gross cash proceeds to Parent of at least $125,000,000.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to an Issuing Bank, such Defaulting Lender’s Pro Rata Share of the outstanding Credit Agreement Obligations with respect to Letters of Credit and Bank Guarantees issued by Issuing Bank other than such Credit Agreement Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Funding Guarantors” as defined in Section 7.2.

“Funding Notice” means a notice substantially in the form of Exhibit A-1.

“▇▇▇▇▇▇▇ ▇▇▇▇▇” as defined in the preamble hereto.

“Governmental Acts” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any

29

government or any court, in each case whether associated with a state of the United States, the United States, or any foreign governmental entity or government.

“Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Group” means Parent, Borrower and Parent’s Subsidiaries (other than Borrower).

“Guarantee” means any guarantee of the Obligations by any Restricted Subsidiary or any other Person in accordance with the provisions of this Agreement.  When used as a verb, “Guarantee” will have a corresponding meaning.

“Guaranteed Obligations” as defined in Section 7.1.

“Guarantor” means (i) Parent, (ii) each Restricted Subsidiary that executes the Second Amendment (or otherwise accedes as a guarantor hereunder), and (iii) each Restricted Subsidiary that is otherwise required to become a Guarantor pursuant to Section 5.15(a).

“Guaranty” means the guaranty of each Guarantor set forth in Section 7.

“Guidelines” means guideline S-02.122.1 in relation to bonds of April 1999 (Merkblatt S-02.122.1 vom April 1999 betreffend Obligationen), guideline S-02.123 in relation to interbank loans of 22 September 1986 (Merkblatt S-02.123 vom 22. September 1986 betreffend Zinsen von Bankguthaben, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ sind (Interbankguthaben)), guideline S-02.128 in relation to syndicated credit facilities of January 2000 (Merkblatt S-02.128 vom January 2000 Steuerliche Behandlung von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unterbeteiligungen), guideline S-02.130.1 in relation to accounts receivables of Swiss debtors of April 1999 (Merkblatt S-02.130.1 vom April 1999 Geldmarktpapiere und Buchforderungen inländischer Schuldner), circular letter No. 34 of 26 July 2011 (1-034-V-2011) in relation to deposits (Kreisschreiben Nr.  34 “Kundenguthaben” vom 26. Juli 2011) and circular letter No. 15 in relation to bonds and derivative financial instruments of 7 February 2007 (Kreisschreiben Nr. 15 vom 7. February 2007 betreffend Obligationen und derivative Finanzinstrumente als Gegenstand der direkten Bundessteuer, der Verrechnungssteuer sowie der Stempelabgaben), in each case as issued, amended or replaced from time to time, by the Swiss Federal Tax Administration or as substituted or superseded and overruled by any law, statute, ordinance, court decision, regulation or the like as in force from time to time.

“Hazardous Materials” means any chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority or which may or could pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the indoor or outdoor environment.

“Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

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“HBAP” as defined in the preamble hereto.

“Hedge Agreement” means Currency Agreements, Interest Rate Agreements and any other future or forward contracts, swaps, options or similar agreements or arrangements.

“Hedge Termination Value” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the ▇▇▇▇ to market value(s) for such Hedge Agreements, as determined by the Lender Counterparty and Borrower in accordance with the terms thereof and in accordance with customary methods for calculating ▇▇▇▇-to-market values under similar arrangements by the Lender Counterparty and Borrower.

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

“Historical Financial Statements” means as of the Amendment and Restatement Date, (i) the audited consolidated financial statements of the Group, consisting of balance sheets and consolidated statements of income, shareholders’ equity and cash flows for the three (3) years ended August 31, 2014 and (ii) unaudited consolidated balance sheets and related statements of income of the Parent for the Fiscal Quarter ending February 28, 2015 and for each Fiscal Quarter thereafter ended at least 50 calendar days prior to the Amendment and Restatement Date, in the case of clauses (i) and (ii), certified by the chief financial officer of Parent that they fairly present, in all material respects, the financial condition of Parent and its Subsidiaries and in each case as at the dates indicated and the results of their operations and cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

“Holding Company” of a Person means any other Person (other than a natural person) of which the first Person is a Subsidiary.

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.

“HSBC PLC” as defined in the preamble hereto.

“HSBC USA” as defined in the preamble hereto.

“Hungarian Collateral Agent” as defined in the preamble hereto.

“Hungarian Guarantor” means a Guarantor incorporated or established, as the case may be, in Hungary.

“ICC” as defined in the definition of “UCP”.

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“IFRS” means International Financial Reporting Standards as adopted by the European Union as in effect from time to time.

“Included Subsidiaries” means (a) Collegiate Prep Realty, LLC, a Delaware limited liability company, (b) Village Real Estate LLC, a Texas limited liability company, (c) North Broward Preparatory Schools, LLC, a Florida limited liability company and (d) Meritas (Gibraltar) Holdings Limited, a Gibraltar corporation, and each of their direct and indirect respective Subsidiaries, if any.

“Increased Amount Date” as defined in Section 2.24.

“Increased-Cost Lenders” as defined in Section 2.23.

“Incremental Amount” as defined in Section 2.24.

“Incur” and “Incurrence” as defined in Section 6.1(a).

“Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including Environmental Claims), actions, judgments, suits, costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or ▇▇▇▇▇ any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding or hearing commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect, special or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Credit Extensions, the syndication of the credit facilities provided for herein or the use or intended use of the proceeds thereof, any amendments, waivers or consents with respect to any provision of this Agreement or any of the other Credit Documents, or any enforcement of any of the Credit Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty)); (ii) the Engagement Letter (and any related fee letter and prior engagement letters) delivered by any Agent or any Lender to Borrower or Sponsor with respect to the transactions contemplated by this Agreement; or (iii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Parent or any of its Subsidiaries.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Credit Party under any Credit Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee” as defined in Section 10.3(a).

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“Independent Financial Advisor” means an investment banking firm, bank, accounting firm or third-party appraiser, in any such case, of international standing, provided that such firm is not an Affiliate of Borrower.

“Initial Agreement” as defined in Section 6.10(b)(xii).

“Initial Public Offering” means the initial public offering of the Capital Stock (which is Qualified Capital Stock) of Parent on the Closing Date pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act, which initial public offering resulted in gross cash proceeds to Parent of at least $250,000,000 and the Capital Stock of Parent being listed on an internationally recognized exchange or traded on an internationally recognized market.

“Initial Term Loan” means an Initial Term Loan made by a Lender to Borrower pursuant to Section 2.1(a)(i).  The aggregate amount of the Initial Term Loans as of the Amendment and Restatement Date is $899,472,166.25.

“Initial Term Loan Commitment” means the commitment of a Lender to make or otherwise fund an Initial Term Loan and “Initial Term Loan Commitments” means such commitments of all Lenders in the aggregate.  The amount of each Lender’s Initial Term Loan Commitment on the Amendment and Restatement Date, if any, is set forth in the Register, or in the applicable Assignment Agreement or Joinder Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof.

“Initial Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Initial Term Loans of such Lender; provided at any time prior to the making of the Initial Term Loans, the Initial Term Loan Exposure of any Lender shall be equal to such Lender’s Initial Term Loan Commitment.

“Installment” as defined in Section 2.12.

“Intellectual Property” means:

(a)           any patents, trademarks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, knowhow and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered; and

(b)           the benefit of all applications and rights to use such assets of each member of the Restricted Group (which may now or in the future subsist).

“Intercompany Note” means a promissory note substantially in the form of Exhibit J evidencing Debt owed among Credit Parties and certain of their Subsidiaries that are party to any intercompany loan arrangements from time to time.

“Intercreditor Agreement” means the Intercreditor Agreement dated as of the Amendment and Restatement Date among the Borrower, Parent, the Guarantors, the Primary Collateral Agent, the Hungarian Collateral Agent, the Term Administrative Agent, the Revolving

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Facility Administrative Agent, Citicorp International Limited, as the CHF Notes Trustee and the other agents, lenders and other parties from time to time party thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Interest Payment Date” means with respect to (i) any Loan that is a Base Rate Loan, the last Business Day of February, May, August and November of each year, commencing on the first such date to occur after the Closing Date and the final maturity date of such Loan; and (ii) any Loan that is a Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan; provided in the case of each Interest Period of longer than three months, “Interest Payment Date” shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period.

“Interest Period” means, in connection with a Eurodollar Rate Loan, an interest period of one, two, three or six-months, as selected by Borrower in the applicable Funding Notice or, in the case of Term Loans, Conversion/Continuation Notice, (or as otherwise agreed with respect to the Interest Period applicable to Initial Term Loans commencing on the Amendment and Restatement Date) (i) in the case of Term Loans, (a) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be; and (b) thereafter, commencing on the day on which the immediately preceding Interest Period expires; and (ii) in the case of Revolving Loans, commencing on the Credit Date; provided (w) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day; (x) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clauses (y) and (z) of this definition, end on the last Business Day of a calendar month; (y) no Interest Period with respect to any portion of any Class of Term Loans shall extend beyond such Class’s Maturity Date; and (z) each Revolving Loan shall have one Interest Period only and shall not extend beyond the end of such Interest Period.

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with any member of the Restricted Group’s operations and not for speculative purposes.

“Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two Business Days (determined solely by reference to clause (ii) of the definition thereof) prior to the first day of such Interest Period.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute, unless otherwise indicated.

“Internally Generated Cash” means, with respect to any period, any cash of Parent or any Subsidiary of Parent generated during such period, excluding Net Cash Proceeds, Net

34

Insurance/Condemnation Proceeds and any cash that is generated from an incurrence of Debt, an issuance of Capital Stock or a capital contribution.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other similar obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions in consideration of Debt, Capital Stock or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with IFRS.  The acquisition by Borrower of a Person that holds an Investment in a third Person will be deemed to be an Investment by Borrower in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in Section 6.2(a).  Except as otherwise provided in Section 6, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Issuance Notice” means, with respect to any Letter of Credit, the standard Letter of Credit application form of the Issuing Bank substantially in the form of Exhibit A-3, and, with respect to any Bank Guarantee, the standard Bank Guarantee application form of the Issuing Bank substantially in the form of Exhibit A-4, each of which may be made available by Issuing Bank via an online platform, or otherwise in form and substance reasonably acceptable to the Issuing Bank from time to time.

“Issuing Bank” means The Hongkong and Shanghai Banking Corporation Limited, as Issuing Bank hereunder, together with its permitted successors and assigns in such capacity.

“Joinder Agreement” means an agreement substantially in the form of Exhibit G.

“Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

“Latest Maturity Date” means, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any New Revolving Loan Commitments, New Term Loan Commitments, New Revolving Loans or New Term Loans, in each case as extended in accordance with this Agreement from time to time.

“Legal Reservations” means:

(a)           the principle that equitable remedies (or remedies that are analogous to equitable remedies in other jurisdictions) may be granted or refused at the discretion of a court, the limitation of enforcement by laws relating to bankruptcy, concurso mercantil, insolvency, liquidation, reorganization, court schemes, moratoria, administration, examinership, reorganization and other laws generally affecting the rights of creditors;

(b)           the time barring of claims under the U.K. Limitation ▇▇▇ ▇▇▇▇ and the U.K. Foreign Limitation Periods Act 1984 and other applicable statutes of limitation, the possibility

35

that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defenses of set-off or counterclaim;

(c)           similar principles, rights and defenses under the laws of any Relevant Jurisdiction; and

(d)           any other matters which are set out as qualifications or reservations as to matters of law of general application in the opinions of counsels delivered under this Agreement.

“Lender” means each financial institution listed on the signature pages to the Original Credit Agreement or on the signature pages to the Amendment Agreement as a Lender, and any other Person that became a party hereto pursuant to the Original Credit Agreement or becomes a party hereto pursuant to an Assignment Agreement or a Joinder Agreement.

“Lender Counterparty” means each Lender, each Agent and each of their respective Affiliates counterparty to a Hedge Agreement (including any Person who is an Agent or a Lender (and any Affiliate thereof) at the time of entering into such Hedge Agreement but subsequently, whether before or after entering into a Hedge Agreement, ceases to be an Agent or a Lender, as the case may be); provided that, notwithstanding anything to the contrary herein or in any of the Credit Documents, each Lender Counterparty shall become a party to the Intercreditor Agreement.

“Letter of Credit” means a commercial or standby letter of credit issued or to be issued by Issuing Bank pursuant to this Agreement.

“Letter of Credit/Bank Guarantee Sublimit” means the lesser of (i) $30,000,000 and (ii) the aggregate unused amount of the Revolving Commitments then in effect.

“Letter of Credit/Bank Guarantee Usage” means, as at any date of determination, the sum of (i) the maximum aggregate amount which is, or at any time thereafter may become, available for drawing under all Letters of Credit and Bank Guarantees then outstanding, and (ii) the aggregate amount of all drawings under Letters of Credit and Bank Guarantees honored by Issuing Bank and not theretofore reimbursed by or on behalf of Borrower.

“Lien” means any mortgage or deed of trust, charge, pledge, lien (statutory or otherwise), privilege, security interest, hypothecation, assignment for or by way of security, claim, preference, priority or other encumbrance upon or with respect to any property of any kind, real or personal, movable or immovable, now owned or hereafter acquired.  A Person will be deemed to own subject to a Lien any property which such Person has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement.

“Loan” means a Term Loan, a Revolving Loan or a New Term Loan.

“Luxembourg” means the Grand Duchy of Luxembourg

“Luxembourg Guarantor” means any Guarantor whose registered office or place of central administration is located in Luxembourg.

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“Management Advances” means loans or advances made to, or guarantees with respect to loans or advances made to, directors, officers, employees or consultants of any member of the Restricted Group for purposes of funding any such person’s purchase of Capital Stock of Parent or any Holding Company of Parent with the approval of the Board of Directors in an aggregate amount outstanding not exceeding $2,000,000 (or the Dollar Equivalent thereof).

“Margin Stock” as defined in Regulation U.

“Material Adverse Effect” means a material adverse effect on (i) the business, operations, assets or financial condition of Parent and its Subsidiaries taken as a whole; (ii) the ability of the Credit Parties (taken as a whole) to fully and timely perform their Credit Agreement Obligations; or (iii) the rights, remedies and benefits available to, or conferred upon, any Agent and any Lender or any Secured Party under the Credit Documents which, individually or collectively, affects a significant portion of the Collateral.  As used herein, the term “significant portion” means Collateral with a value equal to or greater than 10% of the total value of the Collateral or which is otherwise material to the operation of Borrower’s business.

“Material Company” means, at any time:

(a)           a Credit Party;

(b)           a wholly-owned member of the Restricted Group which is a Holding Company of a Credit Party; or

(c)           a member of the Restricted Group:

(i)            listed in Schedule 3; or

(ii)           which has Consolidated EBITDA attributable to it representing 5% or more of Consolidated EBITDA.

Compliance with the conditions set out in clause (c)(ii) above shall be determined by reference to:

(1)           the most recent annual financial statements of the Group, supplied under Section 5.1(b) and the Compliance Certificate relating thereto; and

(2)           the latest annual financial statements of that Subsidiary (audited to the extent required by law).  However, if a Subsidiary has been acquired or disposed of since the date to which the most recent such annual financial statements were prepared such financial statements shall be deemed to be adjusted in order to take into account such acquisition or disposal (that adjustment being certified by a director of Borrower as representing an accurate reflection of the revised Consolidated EBITDA).

A report by the Auditors of Parent that a Subsidiary is or is not a Material Company shall, in the absence of manifest error, be conclusive and binding on all parties hereto

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“Material Debt” means Debt (other than the Credit Agreement Obligations) or obligations in respect of one or more Hedge Agreements, of any one or more of Parent, Borrower and the Restricted Subsidiaries in an aggregate principal amount exceeding $25,000,000. For purposes of determining Material Debt, the “principal amount” of the obligations in respect of any Hedge Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Parent, Borrower or such Restricted Subsidiary would be required to pay if such Hedge Agreement were terminated at such time.

“Maturity Date” means, except to the extent extended pursuant to Section 2.25, (i) with respect to the Term Loans, the earlier of (a) the seventh (7th) anniversary of the Closing Date, and (b) the date on which all Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise, (ii) with respect to New Term Loans, the date on which New Term Loans of a Series shall become due and payable in full hereunder, as specified in the applicable Joinder Agreement, including by acceleration or otherwise and (iii) with respect to New Revolving Loans, the date on which New Revolving Loans of a Series shall become due and payable in full hereunder, as specified in the applicable Joinder Agreement, including by acceleration or otherwise.

“Meritas Acquisition” means the acquisition by Parent of a portfolio of six schools from Meritas, LLC and certain of its Affiliates pursuant to the Meritas Transaction Agreement.

“Meritas Transaction Agreement” means the Transaction Agreement, dated as of April 24, 2015, by and among Parent, Viking Holdco, Inc., Viking Merger Subsidiary, LLC, NAE HK Holdings Limited, Meritas, LLC, Viking Holding Company LLC, Sterling International Schools, Sterling International Schools C Corporation and the sellers listed on the schedule thereto (as amended by that certain letter agreement dated as of May 26, 2015 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time).

“Minimum Collateral Amount” means, at any time, (i) with respect to Cash Collateral consisting of Cash or Deposit Account balances, an amount equal to 102% of the Fronting Exposure of Issuing Bank with respect to Letters of Credit and Bank Guarantees issued and outstanding at such time and (ii) otherwise, an amount determined by Revolving Facility Administrative Agent and Issuing Bank in their sole discretion.

“Moody’s” means ▇▇▇▇▇’▇ Investors Service, Inc. and its successors.

“Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA.

“Net Cash Proceeds” means:

(a)           with respect to any Asset Sale, the proceeds thereof in the form of cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to a member of the Restricted Group), net of:

(i)            brokerage commissions and other fees and expenses (including, without limitation, fees and expenses of legal counsel, accountants, investment banks and other consultants) related to such Asset Sale;

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(ii)           provisions for all taxes paid or payable, or required to be accrued as a liability under IFRS as a result of such Asset Sale;

(iii)          all distributions and other payments required to be made to any Person (other than a member of the Restricted Group) owning a beneficial interest in the assets subject to the Asset Sale; and

(iv)          appropriate amounts required to be provided by any member of the Restricted Group, as the case may be, as a reserve in accordance with IFRS against any liabilities associated with such Asset Sale and retained by any member of the Restricted Group, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as reflected in an Officers’ Certificate delivered to Administrative Agents; and

(b)           with respect to any capital contributions, issuance or sale of Capital Stock or options, warrants or rights to purchase Capital Stock, or debt securities or Capital Stock that have been converted into or exchanged for Capital Stock as referred to in Section 6.2, the proceeds of such issuance or sale in the form of cash or Cash Equivalents, payments in respect of deferred payment obligations when received in the form of, or stock or other assets when disposed of for, cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to any member of the Restricted Group), net of attorney’s fees, accountant’s fees and brokerage, consultation, underwriting and other fees and expenses actually Incurred in connection with such issuance or sale and net of taxes paid or payable as a result of thereof.

“Net Insurance/Condemnation Proceeds” means an amount equal to:  (i) any Cash payments or proceeds received by Parent or any of its Subsidiaries having, at the time of such transaction, a Fair Market Value of at least $5,000,000 (or the Dollar Equivalent thereof) with respect to any single transaction or series of related transactions (a) under any casualty insurance policy in respect of a covered loss thereunder or (b) as a result of the taking of any assets of Parent or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (ii)(a) any actual and reasonable costs incurred by Parent or any of its Subsidiaries in connection with the adjustment or settlement of any claims of Parent or such Subsidiary in respect thereof, and (b) any bona fide direct costs incurred in connection with any sale of such assets as referred to in clause (i)(b) of this definition, including income taxes payable as a result of any gain recognized in connection therewith.

“Net ▇▇▇▇-to-Market Exposure” of a Person means, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from Hedge Agreements or other Debt of the type described in clause (f) of the definition thereof.  As used in this definition, “unrealized losses” means the fair market value of the cost to such Person of replacing such Hedge Agreement or such other Debt as of the date of determination (assuming the Hedge Agreement or such other Debt were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such Hedge Agreement or such other Debt as of the date of determination (assuming such Hedge Agreement or such other Debt were to be terminated as of that date).

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“New Revolving Loan Commitments” as defined in Section 2.24.

“New Revolving Loan Lender” as defined in Section 2.24.

“New Revolving Loans” as defined in Section 2.24.

“New Term Loan Commitments” as defined in Section 2.24.

“New Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the New Term Loans of such Lender.

“New Term Loan Lender” as defined in Section 2.24.

“New Term Loans” as defined in Section 2.24.

“Non-Consenting Lender” as defined in Section 2.23.

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

“Non-Guarantor Debt” means, for any Non-Guarantor Subsidiary, Debt attributable to such Non-Guarantor Subsidiary.

“Non-Guarantor Shares” means shares of Capital Stock of a Non-Guarantor Subsidiary that are directly owned by a Person organized outside of the PRC.

“Non-Guarantor Subsidiary” means a Restricted Subsidiary that is not a Guarantor.

“Non-Public Information” means material non-public information (within the meaning of United States federal, state or any applicable foreign securities laws) with respect to Parent, Borrower or their respective Affiliates or their Capital Stock.

“Non-Public Lenders” means Lenders that wish to receive Non-Public Information with respect to Parent, its Subsidiaries or their Capital Stock.

“Non-U.S. Recipient” as defined in Section 2.20(e)(ii).

“Nord Anglia UK” means Nord Anglia Education (UK) Holdings PLC, a public limited company organized under the laws of England and Wales.

“Not Otherwise Applied” means, with reference to any Net Cash Proceeds described in clause (b) of the definition thereof, any issuance or sale of Capital Stock or options, warrants or rights to purchase Capital Stock, or debt securities or Capital Stock that have been converted into or exchanged for Capital Stock as referred to in Section 6.2 that is proposed to be applied to a particular use or transaction, that such amount was not previously applied in determining the permissibility of a transaction under the Credit Documents where such permissibility was (or may have been) contingent on the receipt or availability of such amount.

“Note” means a Term Loan Note or a Revolving Loan Note.

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“Notice” means a Funding Notice, an Issuance Notice, or a Conversion/Continuation Notice.

“Obligations” means the Credit Agreement Obligations and the Pari Passu Debt Obligations.

“Obligee Guarantor” as defined in Section 7.7.

“Officers’ Certificate” means a certificate signed by two officers of Borrower, a Guarantor or a Surviving Entity, as the case may be, who are authorized to represent the relevant Person and delivered to Administrative Agents.

“Original Credit Agreement” means the Credit and Guaranty Agreement dated as of the Closing Date among the Borrower, Parent, certain Subsidiaries of Parent party thereto, HSBC Bank USA, N.A., as Term Administrative Agent and Primary Collateral Agent, The Hongkong and Shanghai Banking Corporation Limited, as Revolving Facility Administrative Agent, and the lenders and other agents from time to time party thereto, as amended by the First Joinder Agreement and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Amendment and Restatement Date.

“Organizational Documents” means (i) with respect to any corporation or company, its certificate, memorandum or articles of incorporation, organization or association, as amended, and/or its by-laws, as amended, (ii) with respect to any limited partnership, its certificate or declaration of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, (iv) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement, as amended or with respect to a Guarantor incorporated in the State of Qatar or the United Arab Emirates or in Luxembourg, its articles of association and (v) with respect to the Hungarian Guarantor incorporated in the form of a foundation, its deed of foundation, as amended, and the registration orders issued by the relevant Hungarian court of registration of foundations, as amended.  In the event any term or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such Organizational Document shall only be to a document of a type customarily certified by such governmental official.

“Other Applicable Indebtedness” as defined in Section 2.15(b).

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

“Other Taxes” means any and all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any

41

other Credit Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.23).

“Parent” as defined in the preamble hereto.

“Pari Passu Creditor” means a creditor in respect of Pari Passu Debt Obligations.

“Pari Passu Debt Agreement” means any agreement relating to Pari Passu Debt Obligations, including, for the avoidance of doubt, the CHF Notes Indenture (including the CHF Notes).

“Pari Passu Debt Obligations” means all obligations of each Credit Party in connection with Debt permitted to be incurred hereunder; provided that such Debt (i) is permitted to be secured on a pari passu basis with the Credit Agreement Obligations, (ii) is subject to the Intercreditor Agreement and (iii) has been designated to the Administrative Agents in writing by the Borrower as being a Pari Passu Debt Obligation for purposes of the Credit Documents, including, for the avoidance of doubt, Debt outstanding under the CHF Notes Indenture (including the CHF Notes).

“Pari Passu Intercreditor Agreement” means the Intercreditor Agreement.

“Participant Register” as defined in Section 10.6(g)(i).

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Title IV of ERISA or Section 412 or 430 of the Internal Revenue Code or Section 302 or 303 of ERISA (but excluding, for the avoidance of doubt, the Pension Schemes).

“Pension Schemes” means the Nord Anglia Joint Pension Scheme, the Wyburn School Limited Pension Life Assurance Scheme (1985) and the Lifetime Pension Scheme, and “Pension Scheme” means any one of them.

“Pensions ▇▇▇ ▇▇▇▇” means the Pensions ▇▇▇ ▇▇▇▇ of England and Wales and associated regulations.

“Pensions Regulator” means the body corporate called the Pensions Regulator established under Part I of the Pensions ▇▇▇ ▇▇▇▇.

“Perfection Requirements” means the making or procuring of appropriate registrations, filings, endorsements, recordings, stampings, intimation in accordance with local laws and/or notifications of the Collateral Documents and/or the Transaction Security created thereunder, pursuant to the terms and conditions set forth in such Collateral Documents.

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“Permitted Acquisition” means any acquisition, directly or indirectly, by a member of the Restricted Group, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Capital Stock of (or less than all of the Capital Stock in the event of an acquisition involving any Capital Stock (x) of Léman Manhattan Preparatory School that is not acquired as part of the Meritas Acquisition, (y) consisting of director’s qualifying shares and (z) issued to foreign nationals to the extent required by applicable Law to be held by a Person other than a member of the Restricted Group), or a business line or unit or a division of, any Person; provided that

(i)            immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(ii)           all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations;

(iii)          in the case of the acquisition of Capital Stock, Borrower shall have taken, or caused to be taken, as of the date such Person becomes a Subsidiary of Borrower, each of the actions set forth in Sections 5.15 and/or 5.16, as applicable;

(iv)          Borrower and the other members of the Restricted Group shall be in compliance with the Financial Covenant on a Pro Forma Basis (whether or not then in effect) after giving effect to such acquisition as of the last day of the Fiscal Quarter most recently ended, (as determined in accordance with Section 6.18);

(v)           in the case of any acquisition the aggregate consideration of which is in excess of $10,000,000, Borrower shall have delivered to Term Administrative Agent (for delivery to Revolving Facility Administrative Agent and Lenders) a Compliance Certificate evidencing compliance with Section 6.18 as required under clause (iv) above; and

(vi)          any Person or assets or division as acquired in accordance herewith shall be engaged in a Permitted Business.

“Permitted Business” means any business that is similar, related, ancillary or complementary to the business of the Parent and/or its Subsidiaries on the Amendment and Restatement Date or any reasonable extensions thereof.

“Permitted Collateral Liens” means any Lien on the Collateral:

(a)           to secure:

(i)            the Credit Agreement Obligations of the Credit Parties pursuant to the Credit Documents;

(ii)           any obligations under Debt Incurred pursuant to Section 6.1(b)(xxiii), (xxiv) or (xxvii), in each case subject to the Intercreditor Agreement;

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(iii)          any obligations under Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case subject to the Intercreditor Agreement;

(iv)          any obligations under Currency Agreements or Interest Rate Agreements permitted under Section 6.1(b)(vii), as long as the related Debt is permitted to be incurred under this Agreement, in each case subject to the Intercreditor Agreement; or

(v)           any Permitted Refinancing thereof;

(b)           that is a statutory Lien arising by operation of law; or

(c)           any Lien permitted by clauses (a), (d), (e), (f), (g), (h), (i), (j), (m), (n), (o), (s), (t), (u), (v), (w), (aa),  (bb), (dd) or (ee) of the definition of “Permitted Liens”, by clause (p) of such definition, only to the extent the Lien being extended, renewed or replaced was a Permitted Collateral Lien, and by clause (q) of such definition, only to the extent the Debt being refinanced was secured by a Permitted Collateral Lien;

provided in the case of clause (a) above, that such Lien either ranks:  (A)  pari passu to the Liens securing the Credit Agreement Obligations under the Credit Documents or (B) junior to the Liens securing the Credit Agreement Obligations under the Credit Documents, provided further that, in the case of clauses (a)(i), (a)(ii), (a)(iii), (a)(iv) (other than with respect to Interest Rate Agreements with respect to the Debt under the Credit Documents), and in the case of clauses (b) and (c) above, any Debt related to such Lien does not rank in priority to the Debt under the Credit Documents in any appropriation or distribution provisions in the Intercreditor Agreement (or any similar agreement among creditors).

“Permitted Debt” has the meaning given to such term under Section 6.1(b).

“Permitted First Priority Refinancing Debt” means any secured Debt (including any Registered Equivalent Notes) incurred by Borrower in the form of one or more series of senior secured notes; provided that (i) such Debt is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Credit Agreement Obligations and under security documents substantially similar to the Collateral Documents and is not secured by any property or assets of Parent, Borrower or any Subsidiary other than the Collateral, (ii) such Debt is not at any time guaranteed by any Person other than Parent and Subsidiaries that are Guarantors and the terms of such guarantee shall be no more favorable to the secured parties in respect of such Debt than the terms of the Guaranty, (iii) the holders of such Debt (or their representative) and Primary Collateral Agent shall be party to the Intercreditor Agreement and (iv) such Debt has no material terms (other than interest rate, fees, premiums, funding discounts or optional prepayment provisions) (including covenants, events of default, remedies and acceleration rights) that are, taken as a whole, materially more favorable to the refinancing lenders than the terms that are applicable under the instruments and documents governing the Debt being refinanced.

“Permitted Holders” means (i) Baring Private Equity Asia III Holding (5) Limited, Baring Private Equity Asia IV Holding (7) Limited, Premier Education Co-Investment Limited and Premier Education Co-Investment II Limited, (ii) any Affiliate of any Person named in

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clause (i) of this definition (other than any portfolio companies) and/or (iii) any investment funds advised or managed by any Person described in clause (i) or (ii) of this definition.

“Permitted Investments” means any of the following:

(a)           Investments in cash or Cash Equivalents;

(b)           intercompany Debt to the extent permitted under Section 6.1(b)(iv);

(c)           Investments in:  (i) Borrower, (ii) a Guarantor, (iii) a Restricted Subsidiary that is not a Guarantor (provided that in the case of such Restricted Subsidiary, such Investment complies with Section 6.4(a)(i)) or (iv) another Person if as a result of a Permitted Acquisition;

(d)           Investments made by a member of the Restricted Group as a result of or received in connection with an Asset Sale permitted under or made in compliance with Section 6.6 to the extent such Investments are non-cash proceeds permitted thereunder;

(e)           expenses or advances to cover payroll, travel, entertainment, moving, other relocation and similar matters that are expected at the time of such advances to be treated as expenses in accordance with IFRS;

(f)            Investments in the Loans or any other Senior Debt of any member of the Restricted Group;

(g)           Investments existing, or made pursuant to legally binding commitments in existence, at the Closing Date, and any Investment that amends, extends, renews, replaces or refinances an Investment existing on the Closing Date, provided that such new Investment is on terms and conditions no less favorable to the Restricted Group than the Investment being amended, extended, renewed, replaced or refinanced;

(h)           Investments in Hedge Agreements permitted under Section 6.1(b)(vii);

(i)            Management Advances;

(j)            Investments in a Person to the extent that the consideration therefor consists of Parent’s Qualified Capital Stock or the Net Cash Proceeds of the substantially concurrent issue and sale (other than to any Subsidiary) of shares of Parent’s Qualified Capital Stock (to the extent such Net Cash Proceeds are Not Otherwise Applied), provided that the net proceeds of such sale have been excluded from, and will not have been included in, the calculation of the amount determined under Section 6.2(b)(iii)(B);

(k)           (i) stock, obligations or securities received in satisfaction of judgments, foreclosure of liens or settlement of debts and (ii) any Investments received in compromise of obligations, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy, concurso mercantil, or insolvency of any trade creditor, trade debtor or customer;

(l)            advances made to contractors, vendors, distributors, manufacturers or suppliers, including advance payments for the acquisition of assets, equipment, machinery, consumables,

45

supplies or services, in each case in the ordinary course of business and dischargeable in accordance with customary trade terms;

(m)          pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or Liens otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under Section 6.5;

(n)           receivables owing to any member of the Restricted Group created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms, provided, however, that such trade terms may include such concessionary trade terms as Borrower or any such Restricted Subsidiary deems reasonable under the circumstances;

(o)           deposits made to secure the performance of tenders, bids or trade or government contracts, or to secure statutory or regulatory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature Incurred in the ordinary course of business;

(p)           lease, utility and workers’ compensation, performance and similar deposits or advances made in the ordinary course of business;

(q)           deposits made in connection with the acquisition of real property or land use rights;

(r)            an Investment of an Unrestricted Subsidiary consisting solely of an Investment in another Unrestricted Subsidiary; and

(s)            other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (s) that are at the time outstanding, not to exceed $30,000,000 (or the Dollar Equivalent thereof).

“Permitted Junior Debt Conditions” means that such applicable debt (i) is not scheduled to mature prior to the date that is 90 days after the Latest Maturity Date, (ii) does not mature or have scheduled amortization payments of principal or payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (except customary asset sale or change of control provisions that provide for the prior repayment in full of the Loans and all other Credit Agreement Obligations), in each case prior to the date that is 90 days after the Latest Maturity Date at the time such Debt is incurred, (iii) is not at any time guaranteed by any Person other than Parent and Subsidiaries that are Guarantors and the terms of such guarantee shall be no more favorable to the secured parties in respect of such Debt than the terms of the Guaranty, (iv) has no financial maintenance covenants, other than in the case of any Debt secured by a Lien on the Collateral that is junior to the Liens securing the Credit Agreement Obligations (in which event the financial maintenance covenants in the documentation governing such Debt shall not be more restrictive than those set forth in this Agreement), and (v) material terms (other than interest rate, fees, premiums, funding discounts or optional prepayment provisions) (including covenants, events of default, remedies and acceleration rights) that are not, taken as a whole, materially more favorable to the refinancing

46

lenders than the terms that are applicable under the instruments and documents governing the Debt being refinanced.

“Permitted Liens” means the following types of Liens:

(a)           Liens existing as of the Amendment and Restatement Date and set forth on Schedule 8;

(b)           Liens on any property or assets of a member of the Restricted Group granted in favor of any other member of the Restricted Group;

(c)           Liens securing the Credit Agreement Obligations and any Guarantee thereof on any property or assets of any member of the Restricted Group;

(d)           any interest or title of a lessor under any Capitalized Lease Obligation and Liens to secure Debt (including Capitalized Lease Obligations) of the types permitted by Section 6.1(b)(v) covering only the equipment, property or assets acquired with such Debt and any improvements thereon, to the extent the related Debt may be incurred under this Agreement;

(e)           Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by a member of the Restricted Group in the ordinary course of business in accordance with such member’s past practices prior to the Closing Date;

(f)            statutory Liens of landlords and carriers, warehousemen, mechanics, suppliers, materialmen, repairmen, employees, pension plan administrators or other like Liens arising in the ordinary course of business of any member of the Restricted Group and with respect to amounts not yet delinquent or being contested in good faith by appropriate proceedings and for which a reserve or other appropriate provision, if any, as will be required in conformity with IFRS will have been made and Liens arising solely by virtue of any statutory or common law provisions relating to attorney’s liens or bankers’ liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depositary institution;

(g)           Liens for taxes, assessments, government charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as will be required in conformity with IFRS will have been made;

(h)           Liens Incurred or deposits made to secure the performance of tenders, bids or trade or government contracts, or to secure statutory or regulatory obligations, bankers’ acceptances (not issued to support Debt for borrowed money), surety or appeal bonds, performance bonds or other obligations of a like nature Incurred in the ordinary course of business;

(i)            zoning restrictions, easements, licenses, reservations, title defects, rights-of-way, utilities, sewers, electrical lines, telephone lines, telegraph wires, restrictions, encroachments and other similar charges, encumbrances or title defects incurred in the ordinary course of business

47

that do not in the aggregate materially interfere with the ordinary conduct of the business of Borrower and the Restricted Subsidiaries on the properties subject thereto, taken as a whole;

(j)            (i) Liens arising out of judgments or awards not constituting an Event of Default and (ii) Liens arising by reason of any judgment, decree or order of any court as long as such Lien is adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment, decree or order will not have been finally terminated or the period within which such proceedings may be initiated will not have expired;

(k)           Liens on property of, or on shares of Capital Stock or Debt of, any Person existing at the time such Person is acquired by, merged with or into or consolidated with, any member of the Restricted Group (or at the time such member of the Restricted Group acquires such property, Capital Stock or Debt), provided that such Liens:  (i) do not extend to or cover any property or assets of any member of the Restricted Group other than the property or assets acquired or than those of the Person merged into or consolidated with such member and (ii) were created prior to, and not in connection with or in contemplation of, such acquisition, merger, consolidation, amalgamation or other combination;

(l)            [Reserved];

(m)          Liens Incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security or other insurance;

(n)           Liens Incurred in connection with any cash or treasury management program, or cash pooling, netting or set off arrangements, in each case established in the ordinary course of business for the benefit of any member of the Restricted Group;

(o)           Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the products and proceeds thereof;

(p)           any extension, renewal or replacement, in whole or in part, of any other Permitted Lien, provided that any such extension, renewal or replacement will be no more restrictive in any material respect than the Lien so extended, renewed or replaced and will not extend in any material respect to any additional property or assets;

(q)           Liens securing Debt Incurred to refinance Debt that has been secured by a Lien permitted by this Agreement, provided that:  (i) any such Lien will not extend to or cover any assets not securing the Debt so refinanced and (ii) the Debt so refinanced will have been permitted to be Incurred;

(r)            Liens with respect to obligations (other than for the borrowing of money) that do not exceed $20,000,000 (or the Dollar Equivalent thereof) at any one time outstanding;

(s)            Liens made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of any member of the Restricted Group, including rights of offset and set-off;

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(t)            Liens resulting from escrow arrangements entered into in connection with the disposition of assets;

(u)           any right of refusal, right of first offer, option or other arrangement to sell or otherwise dispose of an asset of any member of the Restricted Group arising in the ordinary course of such member’s business;

(v)           any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(w)          leases or subleases granted to others that in the aggregate do not materially interfere with the ordinary course of business of any member of the Restricted Group, taken as a whole;

(x)           Liens incurred on one or more bank accounts to secure Bank Deposit Debt;

(y)           Liens incurred or deposits made to secure Entrusted Loans;

(z)           Liens on assets of a Non-Guarantor Subsidiary to secure Debt of such Non-Guarantor Subsidiary or any other Non-Guarantor Subsidiary;

(aa)         Liens on deposits made in order to secure the performance of any member of the Restricted Group in connection with the acquisition of real property or land use rights and not securing Debt of any member of the Restricted Group;

(bb)         Liens to secure Debt permitted by Section 6.1(b)(xvii);

(cc)         Liens on assets of any member of the Restricted Group to secure Debt of such member that is permitted by Section 6.1(b)(xxii);

(dd)         [Reserved]; and

(ee)         Liens to secure Debt permitted by Section 6.1(b)(xxvi).

provided that, notwithstanding the foregoing, Permitted Liens will not include Liens securing Non-Guarantor Debt in the form of, or represented by, bonds, debentures, notes or other investment securities which are, or are intended to be or capable of being, quoted, listed, ordinarily dealt in or traded on any stock exchange or over the counter or other securities market.

“Permitted Liquidation” as defined in clause (c) of the definition of “Permitted Transaction.”

“Permitted Ordinary Course Liens” means Liens described in clauses (a), (g), (j), (k) and (v) of the definition of “Permitted Liens”.

“Permitted Refinancing” means, as to any Debt, the incurrence of other Debt to refinance, extend, renew, defease, restructure, replace or refund (collectively, “refinance”) such

49

existing Debt; provided that, in the case of such other Debt, the following conditions are satisfied: (a) the weighted average life to maturity of such refinancing Debt shall be greater than or equal to the weighted average life to maturity of the Debt being refinanced; (b) the principal amount of such refinancing Debt shall be less than or equal to the principal amount (including any accreted or capitalized interest) then outstanding of the Debt being refinanced, plus any required premiums and other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by any amount equal to any existing commitments unutilized thereunder; (c) the respective obligor or obligors shall be the same on the refinancing Debt as on the Debt being refinanced; (d) the security, if any, for the refinancing Debt shall be the same as that for the Debt being refinanced (except to the extent that less security is granted to holders of refinancing Debt); (e) the refinancing Debt (any guarantee in support thereof) is subordinated to the Credit Agreement Obligations to the same degree, if any, or to a greater degree as the Debt (and the guarantees in support thereof) being refinanced; and (f) no material terms (other than interest rate, fees, premiums, funding discounts or optional prepayment provisions) applicable to such refinancing Debt or, if applicable, the related security or guarantees of such refinancing Debt (including covenants, events of default, remedies and acceleration rights) shall be, taken as a whole, materially more favorable to the refinancing lenders than the terms that are applicable under the instruments and documents governing the Debt being refinanced.  Notwithstanding anything to the contrary herein, Refinancing Indebtedness will not include (i) Debt of a Non-Guarantor Subsidiary that refinances the Debt of a Guarantor or (ii) Debt of any Restricted Subsidiary that refinances Debt of an Unrestricted Subsidiary.

“Permitted Reorganization” means:

(a)           any transaction between members of the Restricted Group; or

(b)           any release of Liens, guarantees or claims against a member of the Restricted Group (other than Borrower) which, in each case, is permitted or not prohibited by the provisions of Section 6 and does not have a material adverse effect on the Collateral taken as a whole.

“Permitted Second Priority Refinancing Debt” means secured Debt (including any Registered Equivalent Notes) incurred by Borrower in the form of one or more series of second lien (or other junior lien) secured notes or second lien (or other junior lien) secured loans; provided that (i) such Debt is secured by the Collateral on a second priority (or other junior priority) basis to the Liens securing the Credit Agreement Obligations and under security documents substantially similar to the Collateral Documents and the obligations in respect of any Permitted First Priority Refinancing Debt and is not secured by any property or assets of Parent, Borrower or any Subsidiary other than the Collateral, (ii) the holders of such Debt (or their representative) and each Administrative Agent shall be party to the Intercreditor Agreement and (iii) such Debt meets the Permitted Junior Debt Conditions.

“Permitted Transaction” means:

(a)           any Asset Sale required, Debt incurred, guarantee, indemnity or Liens or Quasi-Liens given, or other transaction arising, under the Credit Documents;

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(b)           the solvent liquidation, dissolution or reorganization of any member of the Restricted Group (other than Borrower) so long as any payments or assets distributed as a result of such liquidation, dissolution or reorganization are distributed to any of Borrower and the Restricted Subsidiaries;

(c)           (i) the liquidation or dissolution of a Dormant Subsidiary or Proposed Dormant Subsidiary, (ii) any liquidation, dissolution or reorganization is not materially prejudicial to the interests of Lenders, Arrangers or Agents under the Credit Documents or (iii) the consolidation or merger of any Restricted Subsidiary permitted under Section 6.12 or Section 6.13 (any such liquidation or reorganization, a “Permitted Liquidation”); or

(d)           any Permitted Reorganization.

For the avoidance of doubt, the transactions described on Schedule 9 hereto shall constitute Permitted Transactions.

“Permitted Unsecured Refinancing Debt” means unsecured Debt (including any Registered Equivalent Notes) incurred by Borrower in the form of one or more series of senior unsecured notes or loans; provided that such Debt meets the Permitted Junior Debt Conditions.

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

“Platform” as defined in Section 5.1(k).

“Polish Bankruptcy Law” as defined in Section 7.14(d)(i)(A).

“Polish Guarantor” as defined in Section 7.14(d)(i).

“PRC” means the People’s Republic of China, excluding (solely for purposes of this definition) Hong Kong, the Macau Special Administrative Region and Taiwan.

“Pre-Expansion European Union” means Austria, Belgium, Denmark, Finland, France, Germany, Luxembourg, the Netherlands, Sweden and the United Kingdom.  For the avoidance of doubt, such countries will not include (i) Greece, Ireland, Italy, Portugal and Spain or (ii) any country that became or becomes a member of the European Union after January 1, 2004.

“Preferred Stock” means, with respect to any Person, Capital Stock of any class or classes (however designated) of such Person that is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over the Capital Stock of any other class of such Person, whether now outstanding or issued after the date hereof and including, without limitation, all classes and series of preferred or preference stock of such Person.

“Primary Collateral Agent” as defined in the preamble hereto.

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“Prime Rate” means the rate of interest quoted in the print edition of The Wall Street Journal, Money Rates Section as the Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of the United States’ thirty (30) largest banks), as in effect from time to time.  The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer.  Term Administrative Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“Principal Office” means, for each of Term Administrative Agent, Revolving Facility Administrative Agent and Issuing Bank, such Person’s “Principal Office” as set forth on Appendix B, or such other office or office of a third party or sub-agent, as appropriate, as such Person may from time to time designate in writing to Borrower, each Administrative Agent and each Lender.

“pro forma” means, with respect to any calculation made or required to be made pursuant to the terms of Section 6, a calculation made in good faith by Borrower.

“Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” mean, with respect to compliance with any test or covenant or calculation of any ratio hereunder, the determination or calculation of such test, covenant or ratio in accordance with Section 1.3.

“Pro Rata Share” means (i) with respect to all payments, computations and other matters relating to the Initial Term Loan of any Lender, the percentage obtained by dividing (a) the Initial Term Loan Exposure of that Lender by (b) the aggregate Initial Term Loan Exposure of all Lenders; (ii) with respect to all payments, computations and other matters relating to the Revolving Commitment or Revolving Loans of any Lender or any Letters of Credit or Bank Guarantees issued or participations purchased therein by any Lender, the percentage obtained by dividing (a) the Revolving Exposure of that Lender by (b) the aggregate Revolving Exposure of all Lenders; and (iii) with respect to all payments, computations, and other matters relating to New Term Loan Commitments or New Term Loans of a particular Series, the percentage obtained by dividing (a) the New Term Loan Exposure of that Lender with respect to that Series by (b) the aggregate New Term Loan Exposure of all Lenders with respect to that Series.  For all other purposes with respect to each Lender, “Pro Rata Share” means the percentage obtained by dividing (A) an amount equal to the sum of the Initial Term Loan Exposure, the Revolving Exposure and the New Term Loan Exposure of that Lender, by (B) an amount equal to the sum of the aggregate Initial Term Loan Exposure, the aggregate Revolving Exposure and the aggregate New Term Loan Exposure of all Lenders.

“Projections” means the financial projections through the Fiscal Year ending August 31, 2018 contained in the Financial Model.

“Proposed Dormant Subsidiary” means each entity identified in writing as a “Proposed Dormant Subsidiary” on Part II of Schedule 4.

“Public Lenders” means Lenders that do not wish to receive Non-Public Information with respect to Parent, its Subsidiaries or their Capital Stock.

“Public-Side Information” means information that is either (i) available to all holders of Traded Securities of Parent and its Subsidiaries or (ii) not material (for purposes of United States

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federal, state or applicable foreign securities laws) to make an investment decision with respect to securities of Parent or any of its Subsidiaries.

“Qualified Capital Stock” of any Person means any and all Capital Stock of such Person other than Redeemable Capital Stock.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time such Swap Obligation is incurred.

“Qualifying Bank” means:

(a)           any bank as defined in the Swiss Federal Code for Banks and Savings Banks (Sparkassen) dated 8 November 1934; or

(b)           a person or entity which effectively conducts banking activities with its own infrastructure and staff as its principal purpose and which has a banking license in full force and effect issued in accordance with the banking laws in force in its jurisdiction of incorporation, or if acting through a branch, issued in accordance with the banking laws in the jurisdiction of such branch.

“Quasi-Liens” means any transaction in which a member of the Restricted Group agrees to:

(a)           sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by a Credit Party or any other member of the Restricted Group;

(b)           sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(c)           enter into any arrangement under which money or the benefit of a bank or other account may be applied, set off or made subject to a combination of accounts; or

(d)           enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Debt or of financing the acquisition of an asset.

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

“Redeemable Capital Stock” means any class or series of Capital Stock that, either by its terms, by the terms of any security into which it is convertible or exchangeable or by contract or otherwise, is, or upon the happening of an event or passage of time would, provide for the scheduled payments or dividends in cash, be required to be redeemed prior to 90 days after Latest Maturity Date, is redeemable at the option of the holder thereof at any time prior to 90 days after the Latest Maturity Date (other than upon a change of control of Parent in circumstances in which the Credit Parties would have similar rights), or is convertible into or exchangeable for debt securities at any time prior to such final Stated Maturity or other securities (other than securities which are not otherwise Redeemable Capital Stock); provided that any Capital Stock that would constitute Qualified Capital Stock but for provisions thereof giving

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holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of any “asset sale” or “change of control” occurring prior to the Latest Maturity Date will not constitute Redeemable Capital Stock if the “asset sale” or “change of control” provisions applicable to such Capital Stock requires that the rights of the holders thereof upon the occurrence of such asset sale or change of control are subject to the prior payment in full of all Credit Agreement Obligations, the cancellation or expiration of all Letters of Credit and Bank Guarantees and the termination of the Commitments.

“Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to Revolving Facility Administrative Agent at its request by the Reference Banks as the rate at which the relevant Reference Bank could borrow funds in the London interbank market in the relevant currency and for the relevant Interest Period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that Interest Period.

“Reference Banks” means up to three banks as may be appointed by Revolving Facility Administrative Agent in consultation with Borrower.

“refinance” means to refinance, repay, prepay, replace, renew or refund.

“Refinanced Revolving Commitments” as defined in Section 10.5(d)(ii).

“Refinanced Revolving Facility” as defined in Section 10.5(d)(ii).

“Refinanced Revolving Loans” as defined in Section 10.5(d)(ii).

“Refinanced Term Loans” as defined in Section 10.5(d)(i).

“Refinancing Indebtedness” means (i) Permitted First Priority Refinancing Debt, (ii) Permitted Second Priority Refinancing Debt or (iii) Permitted Unsecured Refinancing Debt in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Debt) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Term Loans or existing Revolving Loans (or unused Revolving Commitments), or any then-existing Refinancing Indebtedness (“Refinanced Debt”); provided that (a) such Debt has a later maturity and a weighted average life to maturity equal to or greater than the Refinanced Debt, (b) such Debt shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees and premiums (if any) thereon and reasonable fees and expenses associated with the refinancing (provided that the principal amount of such Debt shall not include any principal constituting interest paid in kind), (c) such Refinanced Debt shall be repaid, defeased or satisfied and discharged on a dollar-for-dollar basis, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, substantially concurrently with the incurrence of such Refinancing Indebtedness in accordance with the provisions of Section 2.13 and (d) the aggregate unused revolving commitments under such Refinancing Indebtedness shall not exceed the unused Revolving Commitments being replaced.

“Register” as defined in Section 2.7(b).

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

“Regulation D” means Regulation D of the Board of Governors, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

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

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

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

“Reimbursement Date” as defined in Section 2.4(d).

“Related Fund” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

“Relevant Jurisdiction” means, in relation to a Credit Party:

(a)           its jurisdiction of incorporation;

(b)           any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated; and

(c)           the jurisdiction whose laws govern the perfection of any of the Collateral Documents entered into by it.

“Replacement Assets” means, on any date, property or assets (other than current assets) of a nature or type that are used in a Permitted Business, including the Capital Stock of any Person holding such property or assets that is primarily engaged in a Permitted Business and is, or will, upon the acquisition by Borrower or any of the Restricted Subsidiaries of such Capital Stock, become, a Restricted Subsidiary.

“Replacement Lender” as defined in Section 2.23.

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“Replacement Revolving Commitments” as defined in Section 10.5(d)(ii).

“Replacement Revolving Facility” as defined in Section 10.5(d)(ii).

“Replacement Revolving Loans” as defined in Section 10.5(d)(ii).

“Replacement Term Loans” as defined in Section 10.5(d)(i).

“Repricing Transaction” as defined in Section 2.13(c).

“Required Prepayment Date” as defined in Section 2.15(c).

“Requisite Lenders” means one or more Lenders having or holding Initial Term Loan Exposure, New Term Loan Exposure and/or Revolving Exposure and representing more than 50% of the aggregate Voting Power Determinants of all Lenders; provided that amount of Voting Power Determinants shall be determined with respect to any Defaulting Lender, by disregarding the Voting Power Determinants of such Defaulting Lender.

“Requisite Revolving Lenders” means, one or more Revolving Lenders having or holding Revolving Exposure and representing more than 50% of the aggregate Voting Power Determinants of all Revolving Lenders; provided that amount of Voting Power Determinants shall be determined with respect to any Defaulting Lender, by disregarding the Voting Power Determinants of such Defaulting Lender.

“Requisite Term Loan Lenders” means one or more Lenders having or holding Initial Term Loan Exposure and/or New Term Loan Exposure and representing more than 50% of the aggregate Voting Power Determinants of all Term Loan Lenders; provided that amount of Voting Power Determinants shall be determined with respect to any Defaulting Lender, by disregarding the Voting Power Determinants of such Defaulting Lender.

“Restricted Group” means Parent, Borrower and each Restricted Subsidiary.

“Restricted Investment” means any Investment other than a Permitted Investment.

“Restricted Obligations” as defined in Section 7.14(f)(i).

“Restricted Payments” as defined in Section 6.2(a).

“Restricted Subsidiary” means any Subsidiary of Parent other than Borrower and any Unrestricted Subsidiary; provided that upon the occurrence of any Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary”.

“Revolving Commitment” means the commitment of a Lender to make or otherwise fund any Revolving Loan and to acquire participations in Letters of Credit and Bank Guarantees hereunder and “Revolving Commitments” means such commitments of all Lenders in the aggregate.  The amount of each Lender’s Revolving Commitment, if any, is set forth on Appendix A-2 or in the applicable Assignment Agreement or Joinder Agreement, as applicable,

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subject to any adjustment or reduction pursuant to the terms and conditions hereof.  The aggregate amount of the Revolving Commitments as of the Amendment and Restatement Date is $125,000,000.

“Revolving Commitment Period” means the period from the Closing Date to but excluding the Revolving Commitment Termination Date.

“Revolving Commitment Termination Date” means the earliest to occur of (i) the fifth (5th) anniversary of the Closing Date, (ii) the date the Revolving Commitments are permanently reduced to zero pursuant to Section 2.13(b), and (iii) the date of the termination of the Revolving Commitments pursuant to Section 8.1.

“Revolving Exposure” means, with respect to any Lender as of any date of determination, (i) prior to the Revolving Commitment Termination Date, that Lender’s Revolving Commitment; and (ii) after the Revolving Commitment Termination Date, the sum of (a) the aggregate outstanding principal amount of the Revolving Loans of that Lender, (b) in the case of Issuing Bank, the aggregate Letter of Credit/Bank Guarantee Usage in respect of all Letters of Credit and Bank Guarantees issued by that Lender (net of any participations by Lenders in such Letters of Credit and Bank Guarantees), and (c) the aggregate amount of all participations by that Lender in any outstanding Letters of Credit and Bank Guarantees or any unreimbursed drawing under any Letter of Credit or Bank Guarantee.

“Revolving Facility Administrative Agent” as defined in the preamble hereto.

“Revolving Lender” means a Lender having a Revolving Commitment.

“Revolving Loan” means a Loan made by a Lender to Borrower pursuant to Section 2.2(a) and/or Section 2.24.

“Revolving Loan Note” means a promissory note in the form of Exhibit B-2, as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“S&P” means Standard & Poor’s Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., and any successor thereto.

“Sale and Leaseback Transaction” means any direct or indirect arrangement relating to property (whether real, personal or mixed), now owned or hereafter acquired whereby Borrower or any Restricted Subsidiary transfers such property to another Person and Borrower or any Restricted Subsidiary leases it from such Person.

“Sanctions” as defined in Section 4.30.

“Sanctions Authorities” means the United States, the United Nations, the European Union, the United Kingdom, Hong Kong and any other applicable sanctions authority and the respective Governmental Authorities of any of the foregoing, including, without limitation, the

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U.S. Department of State, the U.S. Department of the Treasury (including the Office of Foreign Assets Control, pursuant to 31 CFR, Subtitle B, Chapter V, as amended) and Her Majesty’s Treasury.

“SEC” means the U.S. Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal functions.

“Second Amendment” means that certain Second Amendment and Joinder Agreement to Credit and Guaranty Agreement dated as of the date hereof, among the Borrower, Parent, the Term Administrative Agent, the Revolving Facility Administrative Agent, the Primary Collateral Agent, the Hungarian Collateral Agent, the Guarantors listed on the signature pages thereto and the financial institutions listed on the signature pages thereto.

“Secured Creditor Claim” means any amount which a Credit Party owes to a Secured Party under or in connection with the Credit Documents, the Pari Passu Debt Agreements or the Hedge Agreements.

“Secured Documents” as defined in Schedule 2.

“Secured Parties” means, collectively, each Administrative Agent, each Collateral Agent, Lender Counterparty, Pari Passu Creditor, Lenders, the CHF Notes Trustee, each other Agent and each successor and permitted assign of the foregoing.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Senior Debt” means (i) any Debt of Borrower or any Guarantor that is either secured or not Subordinated Debt and (ii) any Non-Guarantor Debt other than Non-Guarantor Debt Incurred pursuant to Section 6.1(b)(iv).

“Series” as defined in Section 2.24.

“Solvency Certificate” means a Solvency Certificate of the chief financial officer of Parent substantially in the form of Exhibit E-2.

“Solvent” means, with respect to any Credit Party, that as of the date of determination, (a) the sum of such Credit Party’s debt (including contingent liabilities), as such debt and other liabilities become absolute and matured in the ordinary course of business, does not exceed the present fair saleable value of such Credit Party’s present assets (which may be calculated on a going concern basis); (b) such Credit Party’s capital is not unreasonably small in relation to its

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business as contemplated on the Amendment and Restatement Date and reflected in the Projections or with respect to any transaction contemplated to be undertaken after the Amendment and Restatement Date; and (c) such Person has not incurred and does not intend to incur, or believe that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise).  For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Spanish Commercial Code” as defined in Section 7.14(e)(ii).

“Spanish Companies Act” as defined in Section 7.14(e)(i)(B).

“Spanish Guarantor” as defined in Section 7.14(e).

“Specified Transaction” means (i) any Investment that results in a Person becoming a Restricted Subsidiary, (ii) any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, (iii) any Permitted Acquisition, (iv) any disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of Parent, (v) any Investment constituting an acquisition of assets constituting a business unit, line of business or division of, or all or substantially all of the Capital Stock of, another Person, (vi) any disposition of a business unit, line of business or division of Borrower or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise or (vii) any incurrence or repayment of Debt (other than Debt incurred or repaid under any revolving credit facility or line of credit, unless such Debt (x) has been permanently repaid and has not been replaced or (y) the proceeds therefrom are used for other than working capital purposes or general corporate purposes in the ordinary course of business).

“Sponsor” means, collectively, Baring Private Equity Asia Limited and its affiliated funds.

“Stated Maturity” means, with respect to any debt, the date specified in the instrument governing such debt as the fixed date on which the principal of such debt, or any installment of interest thereon, is due and payable.

“Sterling” and the sign “£” means the lawful currency of the United Kingdom of Great Britain and Northern Ireland.

“Subordinated Debt” means Debt of Borrower or any of the Guarantors that is subordinated in right of payment to the Loans or the Guarantees in respect of the Loans of such Guarantors, as the case may be, including any Subordinated Shareholder Funding.

“Subordinated Shareholder Funding” means, collectively, any Debt provided to Borrower by any direct or indirect Holding Company of Borrower, any Permitted Holder or any of their respective Affiliates, provided that such Subordinated Shareholder Funding:

(a)           does not (including upon the happening of any event) mature or require any amortization or other payment of principal prior to the first anniversary of the Latest Maturity

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Date (other than through conversion or exchange for Capital Stock of Parent (other than Redeemable Capital Stock) or for any other security or instrument meeting the requirements of this definition);

(b)           does not (including upon the happening of any event) require the payment of cash interest prior to the first anniversary of the Latest Maturity Date;

(c)           does not (including upon the happening of any event) provide for the acceleration of its maturity nor confers on its holders any right (including upon the happening of any event) to declare a default or event of default or take any enforcement action, in each case, prior to the first anniversary of the Latest Maturity Date;

(d)           is not secured by a Lien on any assets of any member of the Restricted Group and is not guaranteed by any member of the Restricted Group (except a guarantee that otherwise meets the terms of this definition);

(e)           is subordinated in right of payment to the prior payment in full in cash of Debt under the Credit Documents in the event of any default, bankruptcy, reorganization, liquidation, winding up or other disposition of assets of Borrower at least in right of payment to the Debt under the Credit Documents;

(f)            does not (including upon the happening of any event) restrict the payment of amounts due in respect of the Loans or compliance by Borrower with its obligations under the Credit Documents;

(g)           does not (including upon the happening of an event) constitute Voting Stock; and

(h)           is not (including upon the happening of any event) mandatorily convertible or exchangeable, or convertible or exchangeable at the option of the holder, in whole or in part, prior to the Stated Maturity of the Loans other than into or for Capital Stock (other than Redeemable Capital Stock) of Borrower,

provided, however, that upon any event or circumstance that results in such Debt ceasing to qualify as Subordinated Shareholder Funding, such Debt will constitute an incurrence of such Debt by Borrower.

“Subsidiary” means, with respect to any Person, any corporation, association or other business entity:

(a)           a majority of whose Voting Stock is at the time, directly or indirectly, owned by such Person, by one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person;

(b)           whose financial statements are consolidated with those of such Person in accordance with IFRS; or

(c)           in which such Person, one or more Subsidiaries of such Person or such Person and one or more Subsidiaries thereof, directly or indirectly, at the date of determination thereof, has

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at least a majority interest entitled to vote in the election of directors, managers or trustees thereof (or other Person performing similar functions).

“Surviving Entity” as defined in Section 6.12(a)(i).

“Swap Obligation” as defined in “Excluded Swap Obligation”.

“Swiss Anticipatory Tax” means the tax imposed based on the Swiss Federal Act on withholding tax of 13 October 1965.

“Swiss Francs” and the sign “CHF” means the lawful currency of the Swiss Confederation.

“Swiss Guarantor” means a Credit Party incorporated in the Swiss Confederation.

“Syndication Agent” as defined in the preamble hereto.

“Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding (including backup withholding) of any nature imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Credit Document.

“Term Administrative Agent” as defined in the preamble hereto.

“Term Loan” means (i) an Initial Term Loan and (ii) a New Term Loan.

“Term Loan Commitment” means an Initial Term Loan Commitment or a New Term Loan Commitment.

“Term Loan Lender” means any Lender having a Term Loan Commitment or holding Term Loans.

“Term Loan Note” means a promissory note in the form of Exhibit B-1, as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Terminated Lender” as defined in Section 2.23.

“Termination Date” means the date upon which all Obligations (other than obligations in respect of any Hedge Agreement) have been paid in full, all Commitments have terminated or expired and no Letter of Credit or Bank Guarantee shall be outstanding.

“Test Date” as defined in Section 6.18.

“Test Period” in effect at any time means the most recent period of four consecutive Fiscal Quarters of Parent ended on or prior to such time (taken as one accounting period) in

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respect of which financial statements for each Fiscal Quarter or Fiscal Year in such period have been or are required to be delivered pursuant to Section 5.1(a) or (b), as applicable.

“Total Assets” means the consolidated total assets of the Restricted Group as shown on the most recent balance sheet (excluding the notes thereto) of the Restricted Group prepared in accordance with IFRS and delivered pursuant to Sections 5.1(a) and 5.1(b), provided that, for purposes of Section 6.1(b)(v), “Total Assets” will be calculated after giving effect on a Pro Forma Basis to include the cumulative value of all of the assets, property or equipment the acquisition, construction, improvement or development of which involves the calculation of Total Assets, as measured by the purchase price or cost therefor or budgeted cost determined in good faith by the Restricted Group.

“Total Net Leverage Ratio” means the ratio as of the last day of any Test Period (i) Consolidated Total Debt as of such day to (ii) Consolidated EBITDA for such Test Period.

“Total Utilization of Revolving Commitments” means, as at any date of determination, the sum of (i) the aggregate principal amount of all outstanding Revolving Loans (other than Revolving Loans made for the purpose of reimbursing Issuing Bank for any amount drawn under any Letter of Credit or Bank Guarantee, but not yet so applied) and (ii) the Letter of Credit/Bank Guarantee Usage.

“Traded Securities” means any debt or equity Securities issued pursuant to a public offering or Rule 144A offering or other similar private placement.

“Transaction Costs” means the fees, costs and expenses payable by the Restricted Group on or before the Closing Date in connection with the transactions contemplated by the Credit Documents.

“Transaction Security” means the Liens created or expressed to be created in favor of the applicable Collateral Agent over the Collateral pursuant to the Collateral Documents.

“Transformative Acquisition” means any acquisition by a member of the Restricted Group that (a) is not a Permitted Acquisition immediately prior to the consummation of such acquisition or (b) if a Permitted Acquisition immediately prior to the consummation of such acquisition, would not provide the Restricted Group with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined in good faith by Borrower.

“Treasury Transactions” means any derivative transaction (including, for the avoidance of doubt, a foreign exchange transaction) entered into in connection with protection against or benefit from fluctuation in any rate or price.

“Type of Loan” means a Base Rate Loan or a Eurodollar Rate Loan.

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in any applicable jurisdiction.

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

“Unrestricted Cash” means the aggregate amount of cash and Cash Equivalents held in accounts on the consolidated balance sheet of the Restricted Group to the extent that such cash is and Cash Equivalents are free and clear of all Liens (other than (i) Liens in favor of either Collateral Agent, (ii) Liens securing Refinancing Indebtedness, (iii) Liens securing Debt Incurred pursuant to Section 6.1(b)(xxiii) or (xxiv) and (iv) Liens of the type described in clauses (b), (f), (g), (h), (m), (n), (s), (x) and (aa) of the definition of “Permitted Liens”).

“Unrestricted Subsidiary” means:

(a)           any Subsidiary of Parent that at the time of determination is an Unrestricted Subsidiary (as designated by Borrower’s Board of Directors pursuant to Section 6.11); and

(b)           any Subsidiary of an Unrestricted Subsidiary.

“U.S. Bankruptcy Code” as defined in the definition of “Bankruptcy Law”.

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

“Voting Power Determinants” means, collectively, Initial Term Loan Exposure, New Term Loan Exposure and/or Revolving Exposure.

“Voting Stock” means any class or classes of Capital Stock pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors, managers or trustees (or Persons performing similar functions) of any Person (irrespective of whether or not, at the time, stock of any other class or classes shall have, or might have, voting power by reason of the happening of any contingency).

“Waivable Mandatory Prepayment” as defined in Section 2.15(c).

“Weighted Average Yield” means with respect to any Loan, on any date of determination, the weighted average yield to maturity, in each case, based on the interest rate applicable to such Loan on such date and giving effect to all upfront or similar fees or original issue discount payable with respect to such Loan (other than customary arrangement, structuring, underwriting, amendment, commitment fees or other fees paid to the Arrangers (or their respective Affiliates) or any other arranger or agent (or their respective Affiliates) with any such original issue discount being equated to interest based on an assumed four-year life to maturity).

“Withholding Agent” means any Credit Party and the applicable Administrative Agent.

1.2.         [Reserved].

1.3.         Interpretation, Pro Forma and Other Calculations, Etc.

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(a)           Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.  References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided.  The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.  The terms lease and license shall include sublease and sub-license, as applicable.  Unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

(b)           Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Net Leverage Ratio and First Lien Net Leverage Ratio and compliance with covenants (determined by reference to Consolidated EBITDA, Total Assets or an incurrence based financial test) shall be calculated in the manner prescribed by this Section 1.3; provided that notwithstanding anything to the contrary in clause (c), (d), (e) or (f) of this Section 1.3, when calculating the Total Net Leverage Ratio and First Lien Net Leverage Ratio for purposes of the definition of “Applicable Margin”, for purposes of Section 2.14(c) and Section 6.18 (other than for the purpose of determining pro forma compliance with the Financial Covenant), the events described in this Section 1.3 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.  In addition, whenever a financial ratio or test, including the Total Net Leverage Ratio and First Lien Net Leverage Ratio and compliance with covenants (determined by reference to Consolidated EBITDA, Total Assets or an incurrence based financial test) is to be calculated on a pro forma basis, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of Parent are available (as determined in good faith by Borrower).  For purposes of determining pro forma compliance with the Financial Covenant at a time when the threshold for the aggregate amount of Revolving Commitments and Letter of Credit/Bank Guarantee Usage set forth in Section 6.18 hereto has not been met or exceeded at such time, such determination shall be made as though the Financial Covenant is in effect at the relevant time.

(c)           For purposes of calculating any financial ratio or test or compliance with any covenant determined by reference to Consolidated EBITDA or Total Assets, Specified Transactions (with any incurrence or repayment of any Debt in connection therewith to be subject to clause (f) of this Section 1.3) that have been made (i) during the applicable Test Period or (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets, on the last day of the applicable Test Period).  If since the beginning of any applicable Test Period any Person that subsequently became a Restricted

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Subsidiary or was merged, amalgamated or consolidated with or into Parent, Borrower or any of the Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.3, then such financial ratio or test (or Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.3.

(d)           Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of Parent and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies projected by Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period and “run rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests (and in respect of any subsequent pro forma calculations in which such Specified Transaction or cost savings, operating expense reductions and synergies are given pro forma effect) and during any applicable subsequent Test Period) relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of Borrower, (B) such actions are taken, committed to be taken or with respect to which substantial steps have been taken or are expected in good faith to be taken no later than twelve (12) months after the date of such Specified Transaction and (C) no amounts shall be added to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period.  Notwithstanding the foregoing, it is understood and agreed that the aggregate amount added to Consolidated EBITDA for any period for “run-rate” cost savings, operating expense reductions and synergies shall not exceed 20.0% of Consolidated EBITDA for such period (before giving pro forma effect to any applicable Specified Transaction) prior to giving effect to any addition to Consolidated EBITDA pursuant to the definition thereof.

(e)           [Reserved].

(f)            If any Debt bears a floating rate of interest and is being given pro forma effect, the interest on such Debt shall be calculated as if the rate in effect on the date of the event for which the calculation of the applicable ratio is made had been the applicable rate for the entire period.  Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by an Authorized Officer of Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with IFRS.  Interest on Debt that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as Borrower or Restricted Subsidiary may designate.

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1.4.         Polish Terms.

In this Agreement, where it relates to a Polish Guarantor, a reference to:

(a)           (i) a composition or similar arrangement with any creditor includes a postępowanie upadłościowe z możliwością zawarcia układu, postępowanie naprawcze and postępowanie restrukturyzacyjne; (ii) a compulsory manager, receiver or administrator includes a sędzia komisarz, nadzorca ▇▇▇▇▇▇, nadzorca układu, syndyk, zarządca or zarządca przymusowy established under Article 27 of the Polish Act on Registered Pledges and the Pledge Register dated 6 December 1996, as amended (▇.▇. 1996, No. 149, item 703) or Article 931 or Article 10641 of the Polish Code of Civil Procedure dated 17 November 1964, as amended (▇.▇. 1964, No. 43, item 296); (iii) a winding up includes a declaration of bankruptcy; and (iv) reorganization includes postępowanie restrukturyzacyjne;

(b)           an “administration” means (i) administration (zarząd) established under Article 1064’ of the Polish Code of Civil Procedure of 17 November 1964 (the “Polish Code of Civil Procedure”) or (ii) administration of seized property (zarząd zajętą nieruchomością) established under Article 931 of the Polish Code of Civil Procedure;

(c)           a “disposal” (rozporządzenie) means a sale (sprzedaż), transfer (przewłaszczenie), assignment (przelew), grant (darowizna), lease (oddanie w najem lub dzierżawę), licence (udzielenie licencji), declaration of trust (ustanowienie stosunku powiernictwa) or other disposal, whether voluntary or involuntary;

(d)           “Security” includes any mortgage (hipoteka), pledge (zastaw), security assignment (przelew na zabezpieczenie), security transfer of title (przewłaszczenie na zabezpieczenie), retention right (prawo zatrzymania), right to reclaim sold goods (zastrzeżenie własności rzeczy sprzedanej), Polish law submission to execution (oświadczenie o dobrowolnym poddaniu się egzekucji), any right in rem (prawo rzeczowe), power of attorney granted for security purposes and any other obligation (zobowiązanie) created for the purpose of granting security;

(e)           an “indemnity” means any obligation to (i) compensate loss incurred by any person (zobowiązanie do naprawienia szkody), (ii) assume debt of any person (zobowiązanie do przejęcia długu) and (iii) release any person from an obligation to perform (zobowiązanie do zwolnienia z obowiązku świadczenia);

(f)            an “attachment” and “sequestration” means injunction over the property (zajęcie);

(g)           an “execution” means action undertaken in the enforcement proceedings (czynność egzekucyjna); and

(h)           a “certified copy” in relation to the documents required to be submitted by the Guarantor with its registered office in Poland means a copy which is certified as a true and complete copy by a notary public, Polish legal adviser (radca prawny), Polish advocate (adwokat), the management board members of that Obligor authorized to act in the name of such;

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1.5.         Luxembourg Terms

Without prejudice to the generality of any provision of this Agreement, to the extent this Agreement relates to a Luxembourg Guarantor, a reference to: (a) a winding-up, administration or dissolution includes, without limitation, bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), , general settlement with creditors, reorganisation or similar laws affecting the rights of creditors generally; (b) a receiver, administrative receiver, administrator, trustee, custodian, sequestrator, conservator or similar officer appointed for the reorganization or liquidation of the business of a person includes, without limitation, a juge délégué, commissaire, juge-commissaire, mandataire ad hoc, administrateur provisoire, liquidateur or curateur; (c) a lien or security interest includes any hypothèque, nantissement, gage, privilège, sûreté réelle, droit de rétention and any type of security in rem (sûreté réelle) or agreement or arrangement having a similar effect and any transfer of title by way of security; (d) a person being unable to pay its debts includes that person being in a state of cessation de paiements; (e) creditors process means an executory attachment (saisie exécutoire) or conservatory attachment (saisie conservatoire); (f) by-laws or constitutional documents includes its up-to-date (restated) articles of association (statuts coordonnés); and (g) a director includes an administrateur or a gérant.

1.6.         Legal Form of the Hungarian Guarantor.

The Hungarian Guarantor operates under the legal form of a foundation registered in Hungary.  The parties hereto acknowledge that no shares are held in the Hungarian Guarantor and the Hungarian Guarantor has no shareholders.

SECTION 2.        LOANS AND LETTERS OF CREDIT

2.1.         Initial Term Loans.

(a)           Loan Commitments.

(i)            Subject to the terms and conditions in the Original Credit Agreement, the Term Loan Lenders made Initial Term Loans to the Borrower on the Closing Date in the original aggregate principal amount of $515,000,000.  Subject to the terms and conditions set forth in the Original Credit Agreement and in the First Joinder Agreement, certain Term Loan Lenders made New Term Loans (as defined in the Original Credit Agreement) to the Borrower on the Increased Amount Date (as defined in the First Joinder Agreement).  Subject to the terms and conditions set forth herein and in the Amendment Agreement, each New Term Loan Lender party to the Amendment Agreement severally agrees to make, on the Amendment and Restatement Date, a New Term Loan to the Borrower in an amount equal to such Lender’s New Term Loan Commitment as set forth in the Amendment Agreement.  For the avoidance of doubt, as of the Amendment and Restatement Date, all New Term Loans made to the Borrower as described in this Section 2.1(a)(i) shall be deemed to be Initial Term Loans under this Agreement.

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(ii)           Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed.  Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Initial Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Term Loans.  The Initial Term Loan Commitments of the Lenders under the Original Credit Agreement terminated on the Closing Date.  Each New Term Loan Lender’s New Term Loan Commitment shall terminate immediately and without further action on the Amendment and Restatement Date after giving effect to the funding of such New Term Loan Lender’s New Term Loan Commitment on such date.

(b)           Borrowing Mechanics for Initial Term Loans.

(i)            Borrower shall deliver to Term Administrative Agent a fully executed Funding Notice no later than (x) the Amendment and Restatement Date with respect to Base Rate Loans and (y) three days prior to the Amendment and Restatement Date with respect to Eurodollar Rate Loans (or such shorter period as may be acceptable to Term Administrative Agent).  Promptly upon receipt by Term Administrative Agent of such Funding Notice, Term Administrative Agent shall notify each Lender of the proposed borrowing.

(ii)           Upon satisfaction or waiver of the conditions precedent specified herein, each Lender with a New Term Loan Commitment pursuant to the Amendment Agreement shall make its New Term Loan available to Borrower not later than 12:00 p.m. (New York City time) on the Amendment and Restatement Date, by wire transfer of same day funds in Dollars.

2.2.         Revolving Loans.

(a)           Revolving Commitments.  During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make Revolving Loans to Borrower in an aggregate amount up to but not exceeding such Lender’s Revolving Commitment; provided that after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect.  Amounts borrowed pursuant to this Section 2.2(a) may be repaid and reborrowed during the Revolving Commitment Period.  Each Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than such date.

(b)           Borrowing Mechanics for Revolving Loans.

(i)            Except pursuant to Section 2.4(d), Revolving Loans shall be made in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount.

(ii)           Subject to Section 3.2, whenever Borrower desires that Lenders make Revolving Loans, Borrower shall deliver to Revolving Facility Administrative Agent a fully executed and delivered Funding Notice no later than 10:00 a.m. (Hong

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Kong time) at least three Business Days in advance of the proposed Credit Date.  Except as otherwise provided herein, a Funding Notice for a Revolving Loan shall be irrevocable, and Borrower shall be bound to make a borrowing in accordance therewith.

(iii)          Notice of receipt of each Funding Notice in respect of Revolving Loans, together with the amount of each Lender’s Pro Rata Share thereof, if any, together with the applicable interest rate, shall be provided by Revolving Facility Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but (provided Revolving Facility Administrative Agent shall have received such notice by 10:00 a.m. (Hong Kong time)) on the same day as Revolving Facility Administrative Agent’s receipt of such Funding Notice from Borrower.

(iv)          Each Lender shall make the amount of its Revolving Loan available to Revolving Facility Administrative Agent not later than 12:00 p.m. (Hong Kong time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at the Principal Office of Revolving Facility Administrative Agent.  Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Revolving Facility Administrative Agent shall make the proceeds of such Revolving Loans available to Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Revolving Facility Administrative Agent from Lenders to be credited to the account of Borrower at the Principal Office designated by Revolving Facility Administrative Agent or such other account as may be designated in writing to Revolving Facility Administrative Agent by Borrower.

2.3.         [Reserved].

2.4.         Issuance of Letters of Credit and Bank Guarantees and Purchase of Participations Therein.

(a)           Letters of Credit and Bank Guarantees.  During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit and Bank Guarantees for the account of Borrower in the aggregate amount up to but not exceeding the Letter of Credit/Bank Guarantee Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance of a Letter of Credit or Bank Guarantee, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance of a Letter of Credit or Bank Guarantee, in no event shall the Letter of Credit/Bank Guarantee Usage exceed the Letter of Credit/Bank Guarantee Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five days prior to the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to Issuing Bank in its reasonable discretion; and (vii) in no event shall

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any Bank Guarantee have an expiration date later than the Revolving Commitment Termination Date.  Subject to the foregoing, a standby Letter of Credit may be extended for one or more successive periods not to exceed one year each, upon request by Borrower to Issuing Bank; provided Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided further, if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit or Bank Guarantee unless Issuing Bank has entered into arrangements satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit or Bank Guarantees of the Defaulting Lender.

(b)           Notice of Issuance.  Subject to Section 3.2, whenever Borrower desires the issuance of a Letter of Credit or Bank Guarantee, it shall deliver to Revolving Facility Administrative Agent an Issuance Notice no later than 12:00 p.m. (Hong Kong time) at least three Business Days (in the case of standby letters of credit or Bank Guarantees) or five Business Days (in the case of commercial letters of credit), or in each case such shorter period as may be agreed to by Issuing Bank in any particular instance, in advance of the proposed date of issuance, and Revolving Facility Administrative Agent shall promptly deliver such Issuance Notice to Issuing Bank.  Upon satisfaction or waiver of the conditions set forth in Section 3.2, Issuing Bank shall issue the requested Letter of Credit or Bank Guarantee only in accordance with Issuing Bank’s standard operating procedures.  Upon the issuance of any Letter of Credit or Bank Guarantee or amendment or modification to a Letter of Credit or Bank Guarantee, Issuing Bank shall promptly notify each Revolving Lender of such issuance, which notice shall be accompanied by a copy of such Letter of Credit or Bank Guarantee or amendment or modification to a Letter of Credit or Bank Guarantee and the amount of such Lender’s respective participation in such Letter of Credit or Bank Guarantee pursuant to Section 2.4(e).

(c)           Responsibility of Issuing Bank With Respect to Requests for Drawings and Payments.  In determining whether to honor any drawing under any Letter of Credit or Bank Guarantee by the beneficiary thereof, Issuing Bank shall be responsible only to examine the documents delivered under such Letter of Credit or Bank Guarantee with reasonable care so as to ascertain whether they appear on their face to be in accordance with the terms and conditions of such Letter of Credit or Bank Guarantee.  As between Borrower and Issuing Bank, Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit or Bank Guarantees issued by Issuing Bank, by the respective beneficiaries of such Letters of Credit or Bank Guarantees.  In furtherance and not in limitation of the foregoing, Issuing Bank shall not be responsible for:  (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit or Bank Guarantee, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or Bank Guarantee or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit or Bank Guarantee to comply fully with any conditions required in order to draw upon such Letter of Credit or Bank Guarantee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing

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under any such Letter of Credit or Bank Guarantee or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit or Bank Guarantee of the proceeds of any drawing under such Letter of Credit or Bank Guarantee; or (viii) any consequences arising from causes beyond the control of Issuing Bank, including any Governmental Acts; none of the above shall affect or impair, or prevent the vesting of, any of Issuing Bank’s rights or powers hereunder.  Without limiting the foregoing and in furtherance thereof, any action taken or omitted by Issuing Bank under or in connection with the Letters of Credit or Bank Guarantees or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of Issuing Bank to Borrower.  Notwithstanding anything to the contrary contained in this Section 2.4(c), Borrower shall retain any and all rights it may have against Issuing Bank for any liability arising solely out of the gross negligence or willful misconduct of Issuing Bank as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(d)           Reimbursement by Borrower of Amounts Drawn or Paid Under Letters of Credit and Bank Guarantees.  In the event Issuing Bank has determined to honor a drawing under a Letter of Credit or a Bank Guarantee, it shall immediately notify Borrower and Revolving Facility Administrative Agent, and Borrower shall reimburse Issuing Bank on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date”) in an amount in Dollars and in same day funds equal to the amount of such honored drawing; provided anything contained herein to the contrary notwithstanding, (i) unless Borrower shall have notified Revolving Facility Administrative Agent and Issuing Bank prior to 10:00 a.m. (Hong Kong time) on the date such drawing is honored that Borrower intends to reimburse Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, Borrower shall be deemed to have given a timely Funding Notice to Revolving Facility Administrative Agent requesting Lenders with Revolving Commitments to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 3.2, Lenders with Revolving Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Revolving Facility Administrative Agent to reimburse Issuing Bank for the amount of such honored drawing; and provided further, if for any reason proceeds of Revolving Loans are not received by Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, Borrower shall reimburse Issuing Bank, as soon as reasonably practicable after demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, which are so received.  Nothing in this Section 2.4(d) shall be deemed to relieve any Revolving Lender from its obligation to make Revolving Loans on the terms and conditions set forth herein, and Borrower shall retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.4(d).

(e)           Lenders’ Purchase of Participations in Letters of Credit and Bank Guarantees.  Immediately upon the issuance of each Letter of Credit and Bank Guarantee, each Revolving Lender shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from Issuing Bank a participation in such Letter of Credit or Bank Guarantee and any drawings honored thereunder in an amount equal to such Lender’s Pro Rata Share (with respect

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to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder.  In the event that Borrower shall fail for any reason to reimburse Issuing Bank as provided in Section 2.4(d), Issuing Bank shall promptly notify Revolving Facility Administrative Agent and Revolving Facility Administrative Agent shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Lender’s respective participation therein based on such Lender’s Pro Rata Share of the Revolving Commitments.  Each Revolving Lender shall make available to Issuing Bank an amount equal to its respective participation, in Dollars and in same day funds, at the office of Issuing Bank specified in such notice, not later than 12:00 p.m. (Hong Kong time) on the first business day (under the laws of the jurisdiction in which such office of Issuing Bank is located) after the date notified by Issuing Bank.  In the event that any Revolving Lender fails to make available to Issuing Bank on such business day the amount of such Lender’s participation in such Letter of Credit or Bank Guarantee as provided in this Section 2.4(e), Issuing Bank shall be entitled to recover such amount on demand from such Lender at the cost of funds of Issuing Bank.  Nothing in this Section 2.4(e) shall be deemed to prejudice the right of any Revolving Lender to recover from Issuing Bank any amounts made available by such Lender to Issuing Bank pursuant to this Section 2.4(e) in the event that the payment with respect to a Letter of Credit or Bank Guarantee in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of Issuing Bank.  In the event Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.4(e) for all or any portion of any drawing honored by Issuing Bank under a Letter of Credit or Bank Guarantee, such Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under this Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of all payments subsequently received by Issuing Bank from Borrower in reimbursement of such honored drawing when such payments are received.  Any such distribution shall be made to a Lender at its primary address set forth below its name on Appendix B or at such other address as such Lender may request.

(f)            Obligations Absolute.  The obligation of Borrower to reimburse Issuing Bank for drawings honored under the Letters of Credit and Bank Guarantees issued by it and to repay any Revolving Loans made by Lenders pursuant to Section 2.4(d) and the obligations of Lenders under Section 2.4(e) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances including any of the following circumstances:  (i) any lack of validity or enforceability of any Letter of Credit or Bank Guarantee; (ii) the existence of any claim, set-off, defense or other right which Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit or Bank Guarantee (or any Persons for whom any such transferee may be acting), Issuing Bank, Lender or any other Person or, in the case of a Lender, against Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit or Bank Guarantee was procured); (iii) any draft or other document presented under any Letter of Credit or Bank Guarantee proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by Issuing Bank under any Letter of Credit or Bank Guarantee against presentation of a draft or other document which does not substantially comply with the terms of such Letter of Credit or Bank Guarantee; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Parent or any of its Subsidiaries; (vi) any

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breach hereof or any other Credit Document by any party thereto; (vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided in each case, that payment by Issuing Bank under the applicable Letter of Credit or Bank Guarantee shall not have constituted gross negligence or willful misconduct of Issuing Bank under the circumstances in question as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(g)           Indemnification.  Without duplication of any obligation of Borrower under Section 10.2 or 10.3, in addition to amounts payable as provided herein, Borrower hereby agrees to protect, indemnify, pay and save harmless Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel) which Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or Bank Guarantee by Issuing Bank, other than as a result of (1) the gross negligence or willful misconduct of Issuing Bank as determined by a final, non-appealable judgment of a court of competent jurisdiction or (2) the wrongful dishonor by Issuing Bank of a proper demand for payment made under any Letter of Credit or Bank Guarantee issued by it, or (ii) the failure of Issuing Bank to honor a drawing under any such Letter of Credit or Bank Guarantee as a result of any Governmental Act.

(h)           Resignation and Removal of Issuing Bank.  An Issuing Bank may resign as Issuing Bank upon 60 days prior written notice to Revolving Facility Administrative Agent, Lenders and Borrower.  An Issuing Bank may be replaced at any time by written agreement among Borrower, Revolving Facility Administrative Agent, the replaced Issuing Bank (provided that no consent will be required if the replaced Issuing Bank has no Letters of Credit, Bank Guarantees or reimbursement obligations with respect thereto outstanding) and the successor Issuing Bank.  Revolving Facility Administrative Agent shall notify the Lenders of any such replacement of such Issuing Bank.  At the time any such replacement or resignation shall become effective, Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank.  From and after the effective date of any such replacement or resignation, (i) any successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit and Bank Guarantees to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require.  After the replacement or resignation of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto to the extent that Letters of Credit and Bank Guarantees issued by it remain outstanding and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit and Bank Guarantees issued by it prior to such replacement or resignation, but shall not be required to issue additional Letters of Credit or Bank Guarantees.

(i)            UCP.  Unless otherwise expressly agreed by Issuing Bank and Borrower when a Letter of Credit is issued, the rules of the UCP shall apply to each Letter of Credit. Notwithstanding the foregoing, Issuing Bank shall not be responsible to Borrower for, and Issuing Bank’s rights and remedies against Borrower shall not be impaired by, any action or inaction of Issuing Bank required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the law or any order of a jurisdiction where Issuing Bank or the beneficiary is located, or in the decisions,

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opinions, practice statements, or official commentary of the ICC, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

2.5.         Pro Rata Shares; Availability of Funds.

(a)           Pro Rata Shares.  All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Term Loan Commitment or any Revolving Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

(b)           Availability of Funds.  Unless the applicable Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to such Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, such Administrative Agent may assume that such Lender has made such amount available to such Administrative Agent on such Credit Date and such Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Credit Date.  If such corresponding amount is not in fact made available to such Administrative Agent by such Lender, such Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender for each day from such Credit Date until the date such amount is paid to such Administrative Agent, at the cost of funds of such Administrative Agent.  In the event that (i) an Administrative Agent declines to make a requested amount available to Borrower until such time as all applicable Lenders have made payment to such Administrative Agent, (ii) a Lender fails to fund to such Administrative Agent all or any portion of the Loans required to be funded by such Lender hereunder prior to the time specified in this Agreement and (iii) such Lender’s failure results in such Administrative Agent failing to make a corresponding amount available to Borrower on the Credit Date, at such Administrative Agent’s option, such Lender shall not receive interest hereunder with respect to the requested amount of such Lender’s Loans for the period commencing with the time specified in this Agreement for receipt of payment by Borrower through and including the time such Administrative Agent has paid Borrower.  If such Lender does not pay such corresponding amount forthwith upon such Administrative Agent’s demand therefor, such Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to such Administrative Agent for each day from such Credit Date until the date such amount is paid to such Administrative Agent, at the cost of funds of such Administrative Agent.  Nothing in this Section 2.5(b) shall be deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitments and Revolving Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

2.6.         Use of Proceeds.  The proceeds of the Initial Term Loans and the Revolving Loans, if any, made on the Closing Date was applied on the Closing Date, together with the

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proceeds of the Initial Public Offering and available cash, for the Closing Date Refinancing and to pay fees and expenses in connection with such refinancing.  The proceeds of additional Initial Term Loans pursuant to the First Joinder Agreement were used on March 2, 2015, (i) to consummate the acquisition of all of the equity interests of BIS Ltd., a company incorporated under the laws of the British Virgin Islands; (ii) to pay or reimburse reasonable transaction fees and expenses in connection with the closing of such acquisition; and (iii) for general corporate purposes. The proceeds of the New Term Loans and the Revolving Loans, if any, made on the Amendment and Restatement Date shall be applied on the Amendment and Restatement Date, together with the proceeds of the CHF Notes, the Follow-On Public Offering and available cash, for the Meritas Acquisition and to pay fees and expenses in connection therewith.  Bank Guarantees shall be issued under the Letter of Credit/Bank Guarantee Sublimit on the Closing Date to support the Existing Bank Guarantees.  The proceeds of the Revolving Loans, Letters of Credit and Bank Guarantees made after the Closing Date shall be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries.

2.7.         Evidence of Debt; Register; Lenders’ Books and Records; Notes.

(a)           Lenders’ Evidence of Debt.  Each Lender shall maintain on its internal records an account or accounts evidencing the Credit Agreement Obligations of Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof.  Any such recordation shall be conclusive and binding on Borrower, absent manifest error; provided that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or Borrower’s Credit Agreement Obligations in respect of any applicable Loans; and provided further, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

(b)           Register.  Each Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders in respect of the applicable facility, the repayment or prepayment in respect of the principal amount of Loans and, with respect to the Revolving Facility Administrative Agent, the Revolving Commitments and Revolving Loans of each Revolving Lender from time to time (each such register referred to herein as a “Register”).  Each Register shall be available for inspection by Borrower or any Term Loan Lender or Revolving Lender, as the case may be (with respect to (i) any entry relating to such Lender’s Loans and (ii) the identity of the other Lenders (but not any information with respect to such other Lenders’ Loans)), at any reasonable time and from time to time upon reasonable prior notice.  The Term Administrative Agent shall record, or shall cause to be recorded, in the applicable Register the Term Loans in accordance with the provisions of Section 10.6, and each repayment or prepayment in respect of the principal amount of the Term Loans, and any such recordation shall be conclusive and binding on Borrower.  Each Revolving Lender and the Revolving Facility Administrative Agent shall record, or shall cause to be recorded, in the applicable Register the Revolving Commitments and the Revolving Loans in accordance with the provisions of Section 10.6, and each repayment or prepayment in respect of the principal amount of the Revolving Loans, and any such recordation shall be conclusive and binding on Borrower and each Revolving Lender, absent manifest error.  Notwithstanding the two preceding sentences, the failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Term Loans or Revolving Loans and

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Revolving Commitments, as the case maybe, or Borrower’s Credit Agreement Obligations in respect of any Term Loans or Revolving Loans and Revolving Commitments.  Borrower hereby designates each Administrative Agent to serve as Borrower’s agent solely for purposes of maintaining the applicable Register as provided in this Section 2.7, and Borrower hereby agrees that, to the extent any Administrative Agent serves in such capacity, such Administrative Agent and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees.”

(c)           Notes.  If so requested by any Lender by written notice to Borrower (with a copy to the Term Administrative Agent or the Revolving Facility Administrative Agent, as applicable) at least two Business Days prior to the Closing Date, or at any time thereafter, Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s Initial Term Loan, New Term Loan or Revolving Loan, as the case may be.

2.8.         Interest on Loans.

(a)           Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows:

(i)            in the case of Revolving Loans, at the Adjusted Eurodollar Rate plus the Applicable Margin; and

(ii)           in the case of Initial Term Loans:

(A)          if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or

(B)          if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin.

(b)           The basis for determining the rate of interest with respect to any Term Loan, and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrower and notified to the applicable Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be.

(c)           In connection with Eurodollar Rate Loans there shall be no more than ten (10) Interest Periods outstanding at any time.  With respect to Term Loans, in the event Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Term Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Term Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan).  In the event Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or, the case of Term Loans, Conversion/Continuation Notice, Borrower shall be deemed to have selected an

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Interest Period of one month.  As soon as practicable after 11:00 a.m. (London, England time) on each Interest Rate Determination Date, the applicable Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

(d)           Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 360-day year (or, in the case of Base Rate Loans determined by reference to the “Prime Rate”, a 365-day or 366-day year, as applicable), as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues.  In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Term Loan, the last Interest Payment Date with respect to such Term Loan or, with respect to a Base Rate Loan that is a Term Loan being converted from a Eurodollar Rate Loan that is a Term Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan that is a Term Loan being converted to a Eurodollar Rate Loan that is a Term Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

(e)           Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date.

(f)            Borrower agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit or Bank Guarantee, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrower at a rate equal to a rate which is 2% per annum in excess of the rate of interest otherwise payable hereunder with respect to Revolving Loans.

(g)           Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on demand or, if no demand is made, on the date on which the related drawing under a Letter of Credit or Bank Guarantee is reimbursed in full.  In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so

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reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrower.

(h)           If a Tax Deduction is required by Swiss law to be made by a Swiss Guarantor in respect of any interest payable by it under this Agreement and should clause (b) of Section 2.20 be unenforceable for any reason the applicable interest rate in relation to that interest payment shall be (i) the interest rate which would have applied to that interest payment (as provided for in this Section 2.8) in the absence of this clause (h) divided by (ii) 1 minus the rate at which the relevant Tax Deduction is required to be made (where the rate at which the relevant Tax Deduction is required to be made is for this purpose expressed as a fraction of 1 rather than as a percentage) and (x) that the Swiss Guarantor shall be obliged to pay the relevant interest at the adjusted rate in accordance with this clause (h) and (y) all references to a rate of interest in this Section 2.8 shall be construed accordingly.

2.9.         Conversion/Continuation.

(a)           Subject to Section 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, Borrower shall have the option with respect to Term Loans:

(i)            to convert at any time all or any part of any Term Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower shall pay all amounts due under Section 2.18 in connection with any such conversion; or

(ii)           upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan that is a Term Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan.

(b)           Subject to Section 3.2, Borrower shall deliver a Conversion/Continuation Notice to Term Administrative Agent no later than 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion of a Term Loan to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion of a Term Loan to, or a continuation of a Term Loan that is, a Eurodollar Rate Loan).  Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.  If on any day a Term Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Term Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Term Loan shall be a Base Rate Loan.

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2.10.       Default Interest.

(a)           If any principal of or interest on any Term Loan or any fee or other amount payable to the Term Loan Lenders or in respect of the Term Loans hereunder is not paid when and as due (whether at maturity, by reason of acceleration or otherwise), such overdue amount shall thereafter bear interest (including post-petition interest in any proceeding under Bankruptcy Laws) payable on demand at a rate that is 2% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Term Loans (or, in the case of any such fees and other amounts, at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans); provided in the case of Eurodollar Rate Loans that are Term Loans, upon the expiration of the Interest Period in effect at the time any such increase in interest rate is effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear interest payable upon demand at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans.

(b)           If any principal of or interest on any Revolving Loan or any fee or other amount payable to the Revolving Lenders or in respect of the Revolving Loans hereunder is not paid when and as due (whether at maturity, by reason of acceleration or otherwise), such overdue amount shall thereafter bear interest (including post-petition interest in any proceeding under Bankruptcy Laws) payable on demand at a rate that is 1% per annum in excess of the rate at which it would have accrued if such amount had, during the period of non—payment, constituted a Revolving Loan for successive Interest Periods, each of a duration selected by Revolving Facility Administrative Agent (acting reasonably).

(c)           Payment or acceptance of the increased rates of interest provided for in this Section 2.10 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of either Administrative Agent or any Lender.  Notwithstanding the foregoing, the interest rate determined pursuant to this Section 2.10 with respect to any Polish Guarantor is subject to mandatory limitations imposed by Article 359 of the Polish Act on the Civil Code of 23 April 1964 (Journal of Laws No. 16, item 93, as amended).

2.11.       Fees.

(a)           Borrower agrees to pay to Lenders having Revolving Exposure:

(i)            commitment fees equal to (1) the average of the daily difference between (A) the Revolving Commitments and (B) the aggregate principal amount of (x) all outstanding Revolving Loans plus (y) the Letter of Credit/Bank Guarantee Usage, times (2) the Applicable Revolving Commitment Fee Percentage; and

(ii)           letter of credit fees equal to (1) the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans, times (2) the average aggregate daily maximum amount available to be drawn under all such Letters of Credit and Bank Guarantees (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination).

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All fees referred to in this Section 2.11(a) shall be paid to Revolving Facility Administrative Agent at its Principal Office and upon receipt, Revolving Facility Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof.

(b)                           Borrower agrees to pay directly to Issuing Bank, for its own account, such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit or Bank Guarantee as are in accordance with Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be.

(c)           All fees referred to in Section 2.11(a) and 2.11(b) shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrears on the last Business Day of February, May, August and November of each year during the Revolving Commitment Period, commencing on the first such date to occur after the Closing Date, and on the Revolving Commitment Termination Date.

(d)           Borrower agrees to pay on the Closing Date to each Term Loan Lender party to this Agreement as a Lender on the Closing Date, as fee compensation for the funding of such Lender’s Term Loan, a closing fee in an amount equal to 0.50% of the stated principal amount of such Lender’s Term Loan, payable to such Term Loan Lender from the proceeds of its Term Loan as and when funded on the Closing Date.  Such closing fee will be in all respects fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter.

(e)           In addition to any of the foregoing fees, Borrower agrees to pay to Agents such other fees in the amounts and at the times separately agreed upon.

2.12.       Scheduled Payments.  The principal amounts of the Initial Term Loans shall be repaid in consecutive quarterly installments on the last Business Day of each November, February, May and August, commencing August 31, 2015, each equal to $2,271,394.35, and at final maturity (each such payment, an “Installment”); provided in the event any New Term Loans are made, such New Term Loans shall be repaid on each Interest Payment Date occurring on or after the applicable Increased Amount Date in the manner specified in the Joinder Agreement.  Notwithstanding the foregoing, (x) such Installments shall be reduced in connection with any voluntary or mandatory prepayments of the Term Loans, as the case may be, in accordance with Sections 2.13, 2.14 and 2.15, as applicable; and (y) the Term Loans, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Maturity Date applicable to such Term Loans.

2.13.       Voluntary Prepayments/Commitment Reductions.

(a)           Voluntary Prepayments.

(i)            Any time and from time to time:

(A)          with respect to Base Rate Loans, Borrower may prepay any such Loans on any Business Day in whole or in part, other than with respect to any prepayment made pursuant to Section 8.2, in an aggregate

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minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount; and

(B)          with respect to Eurodollar Rate Loans, Borrower may prepay any such Loans on any Business Day in whole or in part, other than with respect to any prepayment made pursuant to Section 8.2, in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount.

(ii)           All such prepayments shall be made:

(A)          upon not less than one Business Day’s prior written or telephonic notice in the case of Base Rate Loans; and

(B)          upon not less than three Business Days’ prior written or telephonic notice in the case of Eurodollar Rate Loans.

in each case given by Borrower to the applicable Administrative Agent by, in the case of Term Loans, 12:00 p.m. (New York City time) and, in the case of Revolving Loans, 12:00 p.m. (Hong Kong time), in each case, on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to such Administrative Agent (and such Administrative Agent will promptly transmit a copy of the notice for Term Loans or Revolving Loans, as the case may be, by telefacsimile or telephone to each Lender).  Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein (provided, that any such prepayment may be conditioned upon the closing of a transaction or refinancing, in which case, upon the failure of such transaction or refinancing to close, such notice of prepayment may be withdrawn).  Any such voluntary prepayment shall be applied as specified in Section 2.15(a).

(b)           Voluntary Commitment Reductions.

(i)            Borrower may, upon not less than three Business Days’ prior written or telephonic notice from Borrower promptly confirmed by delivery of written notice thereof to the Revolving Facility Administrative Agent (a copy of which written notice the Revolving Facility Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount.

(ii)           Borrower’s notice to the Revolving Facility Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata

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Share thereof (provided, that any such termination or reduction may be conditioned upon the closing of a transaction or refinancing, in which case upon the failure of such transaction or refinancing to close, such notice of termination or reduction may be cancelled).

(c)           Term Loan Call Protection.  In the event that all or any portion of the Initial Term Loans is (i) repriced or effectively refinanced through any waiver, consent or amendment the primary purpose of which is directed at, or the result of which would be, the lowering of the effective interest cost or the Weighted Average Yield (assuming a four-year life to maturity for calculation of interest rates for closing fees or original issue discount) of the Initial Term Loans or (ii) repaid, prepaid, refinanced or replaced through the incurrence of any debt financing the primary purpose of which is to decrease the effective interest cost or Weighted Average Yield (assuming a four-year life to maturity for calculation of interest rates for closing fees or original issue discount) that is less than the effective interest cost or Weighted Average Yield of the Initial Term Loans (or portion thereof) so repaid, prepaid, refinanced, replaced or repriced, in each case of the foregoing clauses (i) and (ii), other than in connection with a change of control (including a Change of Control) or a Transformative Acquisition (a “Repricing Transaction”), occurring on or prior to the date that is six months after the Amendment and Restatement Date (and including, for avoidance of doubt, any prepayment made pursuant to Section 2.14(c) that constitutes a Repricing Transaction), such repayment, prepayment, refinancing, replacement or repricing will be made at 101.0% of the principal amount so repaid, prepaid, refinanced, replaced or repriced.  If all or any portion of the Initial Term Loans held by any Lender is repaid, prepaid, refinanced or replaced on or prior to the date that is six months after the Amendment and Restatement Date pursuant to Section 2.23 as a result of, or in connection with, such Lender being a Non-Consenting Lender with respect to any waiver, consent or amendment referred to in clause (i) above (or otherwise in connection with a Repricing Transaction), such repayment, prepayment, refinancing or replacement will be made at 101.0% of the principal amount so repaid, prepaid, refinanced or replaced.

2.14.       Mandatory Prepayments.

(a)           Asset Sales.  No later than the fifth Business Day following the date of receipt by any member of the Restricted Group of any Net Cash Proceeds from an Asset Sale, Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to such Net Cash Proceeds from such Asset Sale; provided that (i) notwithstanding the forgoing, Borrower shall only be required to prepay the Loans pursuant to this Section 2.14(a) to the extent the Net Cash Proceeds received from Asset Sales exceeds $2,500,000 in any Fiscal Year and (ii) Borrower shall have the option, directly or through any member of the Restricted Group, to invest Net Cash Proceeds within 365 days of receipt thereof (or an additional 365 days if any member of the Restricted Group enters into a legally binding commitment to invest such Net Cash Proceeds within 365 days of receipt thereof) in assets useful in the business of the Restricted Group.

(b)           Insurance/Condemnation Proceeds.  No later than the fifth Business Day following the date of receipt by any member of the Restricted Group, or either Collateral Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to such Net Insurance/Condemnation

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Proceeds; provided that (i) notwithstanding the forgoing, Borrower shall only be required to prepay the Loans pursuant to this Section 2.14(b) to the extent the Net Insurance/Condemnation Proceeds received by any member of the Restricted Group exceeds $2,500,000 in any Fiscal Year and (ii) Borrower shall have the option, directly or through any member of the Restricted Group, to invest such Net Insurance/Condemnation Proceeds within 365 days of receipt thereof (or an additional 365 days if any member of the Restricted Group enters into a legally binding commitment to invest such Net Insurance/Condemnation Proceeds within 365 days of receipt thereof) in long term productive assets of the general type used in the business of the Restricted Group, which investment may include the repair, restoration or replacement of the applicable assets thereof.

(c)           Issuance of Debt.  On the date of receipt by any member of the Restricted Group of any cash proceeds from the incurrence of any Debt of any member of the Restricted Group (including any Debt incurred pursuant to a Permitted Refinancing incurred pursuant to Section 6.1(b) but excluding other Debt permitted to be incurred pursuant to Section 6.1(a) or 6.1(b)), Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such proceeds, net of taxes, underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.

(d)           Consolidated Excess Cash Flow.  In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending August 31, 2016), Borrower shall, no later than 120 days after the end of such Fiscal Year, prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to the Applicable ECF Percentage of such Consolidated Excess Cash Flow minus voluntary repayments of the Loans (including, for the avoidance of doubt, repurchases of Term Loans pursuant to Section 10.6(i) (based on the actual cash purchase price and not the par value of Term Loans so purchased)), any Debt Incurred pursuant to Section 6.1(b)(xxiii) or (xxiv) and any Refinancing Indebtedness the net proceeds of which are used to replace or refinance Term Loans and Revolving Loans (with a corresponding reduction of revolving commitments), in each case, to the extent made with Internally Generated Cash (excluding, for the avoidance of doubt, repayments of Loans made with the cash proceeds of any Refinancing Indebtedness).

(e)           Revolving Loans.

(i)            Borrower shall from time to time prepay the Revolving Loans to the extent necessary so that the Total Utilization of Revolving Commitments shall not at any time exceed the Revolving Commitments then in effect.

(ii)           Last Day of Interest Period.

(A)          Borrower shall repay each Revolving Loan on the last day of its Interest Period.

(B)          Notwithstanding Borrower’s obligation under clause (A) above, if (x) one or more new Revolving Loans are to be made available to Borrower (I) on the same day that a maturity Revolving Loan is due to be repaid

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by Borrower and (II) in whole or in part for the purpose of refinancing the maturing Revolving Loan; and (y) each Lender’s Pro Rata Share of such maturing Revolving Loan(s) is the same as such Lender’s Pro Rata Share in such new Revolving Loans, then the aggregate amount of the new Revolving Loans shall, unless Borrower notifies Revolving Facility Administrative Agent to the contrary in the relevant Funding Notice, be treated as if applied in or towards repayment of the maturing Revolving Facility so that:

(1)           if the amount of maturing Revolving Loans exceeds the aggregate amount of the new Revolving Loans, (X) Borrower will only be required to repay an amount equal to such excess; and (Y) each Revolving Lender’s Pro Rata Share in the new Revolving Loans shall be treated as having been made available and applied by Borrower in or towards repayment of such Lender’s Pro Rata Share in the maturity Revolving Loans and such Lender will not be required to make funds available to Revolving Facility Administrative Agent pursuant to Section 2.2(b)(iv) in respect of its Pro Rata Share of the new Revolving Loans; and

(2)           if the amount of maturing Revolving Loans is equal to or less than the aggregate amount of new Revolving Loans, (X) Borrower will not be required to repay such maturing Revolving Loans; and (Y) each Revolving Lender will be required to make funds available to Revolving Facility Administrative Agent pursuant to Section 2.2(b)(iv) in respect of its Pro Rata Share of new Revolving Loans only to the extent that its Pro Rata Share in new Revolving Loans exceeds such Revolving Lender’s Pro Rata Share in the maturing Revolving Loans and the remainder of such Revolving Lender’s participation in the new Revolving Loans shall be treated as having been made available and applied by Borrower in or toward repayment of such Lender’s participation the maturing Revolving Loans.

(f)            Prepayment Certificate.  Concurrently with any prepayment of the Loans pursuant to Sections 2.14(a) through 2.14(e), Borrower shall deliver to Administrative Agents a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable net proceeds or Consolidated Excess Cash Flow, as the case may be.  In the event that Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, Borrower shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and Borrower shall concurrently therewith deliver to Administrative Agents a certificate of an Authorized Officer demonstrating the derivation of such excess.

(g)           Notwithstanding any other provisions of this Section 2.14 or Section 2.15, (i) to the extent that any of or all the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary of Parent, any Net Insurance/Condemnation Proceeds attributable to property of a Foreign Subsidiary of Parent or Consolidated Excess Cash Flow attributable to Foreign

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Subsidiaries of Parent are prohibited or delayed by applicable local law from being repatriated, the portion of such Net Cash Proceeds, Net Insurance/Condemnation Proceeds or Consolidated Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.14 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (Borrower hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and (ii) to the extent that Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds, Net Insurance/Condemnation Proceeds or Consolidated Excess Cash Flow attributable to Foreign Subsidiaries would have material adverse tax consequences with respect to such Net Cash Proceeds, Net Insurance/Condemnation Proceeds or Consolidated Excess Cash Flow, such Net Cash Proceeds, Net Insurance/Condemnation Proceeds or Consolidated Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.14 but may be retained by the applicable Foreign Subsidiary; provided that in the case of each of clauses (i) and (ii), (x) such nonpayment prior to the time such amounts must be repatriated shall not constitute an Event of Default, and such amounts shall be available (A) to repay local foreign indebtedness, if any, and (B) for working capital purposes of Borrower and the Restricted Subsidiaries, in each case, subject to the prepayment provisions in this Section 2.14(g) in the event such amounts are repatriated, and (y) if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any of such affected Net Cash Proceeds, Net Insurance/Condemnation Proceeds or Consolidated Excess Cash Flow is permitted under the applicable local law, or the repatriation of such amounts will not have material adverse tax consequences, then repatriation will be promptly effected and an amount equal to the amount of Net Cash Proceeds, Net Insurance/Condemnation Proceeds or Consolidated Excess Cash Flow that could be repatriated will be promptly (and in any event not later than five (5) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.14 to the extent provided herein.

2.15.       Application of Prepayments/Reductions.

(a)           Application of Voluntary Prepayments by Type of Loans.  Any prepayment of any Loan pursuant to Section 2.13(a) shall be applied as specified by Borrower in the applicable notice of prepayment; provided in the event Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows:

first, to repay outstanding Revolving Loans to the full extent thereof; and

second, to prepay the Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof); and further applied in direct order of maturity.

(b)           Application of Mandatory Prepayments by Type of Loans.  All prepayments made pursuant to Section 2.13(d) shall be applied solely to the outstanding Initial Term Loans (and any New Term Loans or Extended Term Loans to the extent provided for in the applicable Joinder Agreement or Extension Amendment; provided that the Initial Term Loans

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receive not less than the pro rata portion of such prepayment unless otherwise agreed by the Borrower and the applicable holders of Initial Term Loans).  Subject to the preceding sentence, any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall be applied as follows:

first, to prepay Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and further applied on a pro rata basis to the remaining scheduled Installments of principal of the Term Loans; provided that if at the time any amount is required to be paid pursuant to Section 2.14(a) or (b), Borrower is required to offer to repurchase Permitted First Priority Refinancing Debt pursuant to the terms of the documentation governing such Debt with any Net Cash Proceeds or Net Insurance/Condemnation Proceeds (such Permitted First Priority Refinancing Debt required to be offered to be so repurchased, “Other Applicable Indebtedness”), then Borrower may apply such Net Cash Proceeds or Net Insurance/Condemnation Proceeds, as applicable, on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such cash proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such cash proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such cash proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.14(a) or (b), as applicable, shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such Debt purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof;

second, to prepay the Revolving Loans to the full extent thereof;

third, to prepay outstanding reimbursement obligations with respect to Letters of Credit and Bank Guarantees; and

fourth, to Cash Collateralize Letters of Credit and Bank Guarantees.

(c)           Waivable Mandatory Prepayment.  Anything contained herein to the contrary notwithstanding, so long as any Term Loans are outstanding, in the event Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loans, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Term Administrative Agent of the amount of such prepayment, and Term Administrative Agent will promptly thereafter notify each Lender holding an outstanding Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount.  Each such Lender may exercise such option by giving written notice to Borrower and Term Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Term Administrative Agent of its election to

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exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option).  On the Required Prepayment Date, Borrower shall pay to Term Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Term Loans in accordance with Section 2.15(b)).  To the extent any Lender has elected to refuse its Pro Rata Share of such Waivable Mandatory Prepayment, such amount shall be retained by Borrower (such amount, the “Borrower Retained Prepayment Amount”).

(d)           Application of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans.  Considering each Class of Loans being prepaid separately, any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by Borrower pursuant to Section 2.18(c).

2.16.       General Provisions Regarding Payments.

(a)           All payments by Borrower of principal, interest, fees and other Credit Agreement Obligations shall be made in Dollars in same day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the applicable Administrative Agent not later than, in the case of Term Loans, 12:00 p.m. (New York City time) and in the case of Revolving Loans, 12:00 p.m. (Hong Kong time), in each case, on the date due at the Principal Office of such Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by such Administrative Agent after that time on such due date shall be deemed to have been paid by Borrower on the next succeeding Business Day.

(b)           All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal.

(c)           The applicable Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by such Administrative Agent.

(d)           Notwithstanding the foregoing provisions hereof, if any Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Term Administrative Agent shall give effect thereto in apportioning payments received thereafter.

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(e)           Subject to the provisos set forth in the definition of “Interest Period” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and, with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder.

(f)            Each Administrative Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in same day funds prior to, in the case of Term Loans, 12:00 p.m. (New York City time) and, in the case of Revolving Loans, 12:00 p.m. (Hong Kong time), in each case, to be a non-conforming payment.  Any such payment shall not be deemed to have been received by such Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day.  The applicable Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming.  Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a).  Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.10 from the date such amount was due and payable until the date such amount is paid in full.

(g)           If an Enforcement Event shall have occurred and not otherwise been waived, all proceeds received by Agents pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral, or all payments or proceeds received by Agents in respect of any of the Credit Agreement Obligations, shall be applied as follows (subject to the Intercreditor Agreement):

(i)                      first, to payment of that portion of the Credit Agreement Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest) payable to each Agent and each Issuing Bank in its capacity as such;

(ii)                     second, to payment of that portion of the Credit Agreement Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Secured Parties, ratably among them in proportion to the amounts described in this clause (ii) payable to them;

(iii)                    third, to payment of that portion of the Credit Agreement Obligations constituting accrued and unpaid interest (including, but not limited to, post-petition interest), ratably among the Secured Parties in proportion to the respective amounts described in this clause (iii) payable to them;

(iv)                    fourth, to payment of that portion of the Credit Agreement Obligations constituting unpaid principal, unreimbursed drawings under Letters of Credit or Bank Guarantees honored by Issuing Bank and not theretofore reimbursed by or on behalf of Borrower or face amounts of the Loans, and Hedge Termination Value owed to Lender Counterparties under Hedge Agreements and for the account of the Issuing Bank,

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to Cash Collateralize that portion of Credit Agreement Obligations comprised of the aggregate undrawn amount of Letters of Credit or Bank Guarantees, ratably among the Secured Parties in proportion to the respective amounts described in this clause (iv) held by them;

(v)                     fifth, to the payment of all other Credit Agreement Obligations of the Credit Parties that are due and payable to Agents and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Credit Agreement Obligations owing to Agents and the other Secured Parties on such date; and

(vi)                    sixth, the balance, if any, after all of the Credit Agreement Obligations have been paid in full, to Borrower or as otherwise required by law.

Subject to Section 2.4(a)(vi) and the last sentence of Section 2.4(a), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause (iv) above shall be applied to satisfy drawings under such Letters of Credit as they occur.  If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Credit Agreement Obligations, if any, in the order set forth above and, if no Credit Agreement Obligations remain outstanding, to Borrower.

(h)           Clawback.

(i)            Where a sum is to be paid to either Administrative Agent under the Credit Documents for another Person, such Administrative Agent is not obligated to pay such sum to such other Person (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received such sum.

(ii)           If such Administrative Agent pays an amount to another Person and it proves to be the case that such Administrative Agent had not actually received such amount, then such Person to whom such amount (or the proceeds of any related exchange contract) was paid by such Administrative Agent shall on demand refund the same to such Administrative Agent together with interest on such amount from the date of payment to the date of receipt by such Administrative Agent, calculated by such Administrative Agent to reflect its cost of funds.

2.17.       Ratable Sharing.  Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise, or as adequate protection of a deposit treated as Cash Collateral under any Bankruptcy Law, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit and Bank Guarantees, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify the

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applicable Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest.  Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.  The provisions of this Section 2.17 shall not be construed to apply to (i) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (ii) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Credit Agreement Obligations owed to it.

2.18.       Making or Maintaining Eurodollar Rate Loans.

(a)           Inability to Determine Applicable Interest Rate.  In the event that the applicable Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of “Adjusted Eurodollar Rate”, or, in the case of Eurodollar Loans that are Revolving Loans, only one Reference Bank supplies a rate to Revolving Facility Administrative Agent to determine such rate for the applicable Interest Period (i) in the case of Term Loans, Term Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Borrower and each Term Loan Lender of such determination, whereupon (A) no Term Loans may be made as, or converted to, Eurodollar Rate Loans until such time as Term Administrative Agent notifies Borrower and Term Loan Lenders that the circumstances giving rise to such notice no longer exist, and (B) any Funding Notice or Conversion/Continuation Notice given by Borrower with respect to the Term Loans in respect of which such determination was made shall be deemed to be rescinded by Borrower and (ii) in the case of Revolving Loans, Revolving Facility Administrative Agent shall promptly notify the Revolving Lenders and Borrower thereof and the interest rate applicable to any such Revolving Lender’s Pro Rata Share of such affected Revolving Loans shall be equal to the sum of the Applicable Margin and the percentage rate per annum notified to Revolving Facility Administrative Agent by such Revolving Lender, as soon as practicable and in any event not later than five Business Days before interest is due to be paid in respect of such Interest Period (or such later date as may be acceptable to Revolving Facility Administrative Agent), as the cost to such Revolving Lender of funding its participation in such Revolving Loan from whatever source(s) it may reasonably select.

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(b)           Illegality or Impracticability of Eurodollar Rate Loans.  In the event that on any date (i) any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of its Eurodollar Rate Loans has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) the applicable Administrative Agent is advised by the Requisite Term Loan Lenders or Requisite Revolving Lenders, as the case may be (which determination shall be final and conclusive and binding upon all parties hereto), that the making, maintaining, converting to or continuation of its Eurodollar Rate Loans has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of the Lenders in that market, then, and in any such event, such Lenders (or in the case of the preceding clause (i), such Lender) shall be an “Affected Lender” and such Affected Lender shall on that day give notice (by e-mail or by telephone confirmed in writing) to Borrower and the applicable Administrative Agent of such determination (which notice such Administrative Agent shall promptly transmit to each other Lender).  In the case of Term Loans, if Term Administrative Agent receives a notice from (x) any Term Loan Lender pursuant to clause (i) of the preceding sentence or (y) Term Loan Lenders constituting Requisite Term Loan Lenders pursuant to clause (ii) of the preceding sentence, then (1) the obligation of the Term Loan Lenders (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Term Loan Lender) to make Term Loans as, or to convert Term Loans to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by each Affected Lender, (2) to the extent such determination by the Affected Lender relates to a Eurodollar Rate Loan then being requested by Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Term Loan Lenders (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Term Loan Lender) shall make such Term Loan as (or continue such Term Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Term Loan Lenders’ (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Term Loan Lender’s) obligations to maintain their respective outstanding Eurodollar Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination.  In the case of Revolving Loans, if Revolving Facility Administrative Agent receives a notice from (x) any Revolving Lender pursuant to clause (i) of the second preceding sentence or (y) Revolving Lenders constituting Requisite Revolving Lenders pursuant to clause (ii) of the second preceding sentence, Revolving Facility Administrative Agent shall promptly notify the Revolving Lenders and Borrower thereof and the interest rate applicable to any such Revolving Lender’s Pro Rata Share of such affected Revolving Loans shall be equal to the sum of the Applicable Margin and the percentage rate per annum notified to Revolving Facility Administrative Agent by such Revolving Lender, as soon as practicable and in any event not later than five Business Days before interest is due to be paid in respect of such Interest Period (or such later date as may be acceptable to Revolving Facility Administrative Agent), as the cost to such Revolving Lender of funding its participation in such Revolving Loan from whatever source(s) it may reasonably select.  Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurodollar Rate Loan then being requested by Borrower pursuant to

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a Funding Notice or a Conversion/Continuation Notice, Borrower shall have the option, subject to the provisions of Section 2.18(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving written or telephonic notice (promptly confirmed by delivery of written notice thereof) to the applicable Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission such Administrative Agent shall promptly transmit to each other Lender).

(c)           Compensation for Breakage or Non-Commencement of Interest Periods.  Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid or payable by such Lender to Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain:  (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by Borrower.  With respect to any Lender’s claim for compensation under this Section 2.18, Borrower shall not be required to compensate such Lender for any amount incurred more than 180 calendar days prior to the date that such Lender notifies Borrower of the event that gives rise to such claim.

(d)           Booking of Eurodollar Rate Loans.  Any Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender.

(e)           Assumptions Concerning Funding of Eurodollar Rate Loans.  Calculation of all amounts payable to a Lender under this Section 2.18 and under Section 2.19 shall be made as though such Lender had actually funded each of its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i) of the definition of “Adjusted Eurodollar Rate” in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United States of America; provided, however, each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.18 and under Section 2.19.

2.19.       Increased Costs; Capital Adequacy.

(a)           Compensation For Increased Costs and Taxes.  Subject to the provisions of Section 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include Issuing Bank for purposes of this Section

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2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (regardless of whether the underlying law, treaty or governmental rule, regulation or order was issued or enacted prior to the date hereof), including the introduction of any new law, treaty or governmental rule, regulation or order but excluding solely proposals thereof, or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or (B) any guideline, request or directive by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) or any implementation rules or interpretations of previously issued guidelines, requests or directives, in each case that is issued or made after the date hereof (clauses (A) and (B), collectively, a “Change in Law”):  (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Indemnified Taxes or Excluded Taxes) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, liquidity, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of “Adjusted Eurodollar Rate”); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or such Lender’s obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or in a lump sum or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder.  Such Lender shall deliver to Borrower (with a copy to the applicable Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(b)           Capital Adequacy Adjustment.  In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the adoption, effectiveness, phase-in or applicability of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the date hereof, has or would have the effect of reducing the rate of return on the

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capital of such Lender or any company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments, Letters of Credit or Bank Guarantees, or participations therein or other obligations hereunder with respect to the Loans, the Letters of Credit or the Bank Guarantees to a level below that which such Lender or such controlling company could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company on an after-tax basis for such reduction.  Such Lender shall deliver to Borrower (with a copy to the applicable Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.  For the avoidance of doubt, subsections (a) and (b) of this Section 2.19 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

2.20.       Taxes; Withholding, Etc.

(a)           Payments to Be Free and Clear.  All sums payable by or on behalf of any Credit Party hereunder and under the other Credit Documents shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax imposed, levied, collected, withheld or assessed by any Governmental Authority.

(b)           Withholding of Taxes.  If any Withholding Agent is (in such Withholding Agent’s reasonable good faith discretion) required by law to make any deduction or withholding on account of any Tax from any sum paid or payable by any Credit Party to either Administrative Agent or any Lender (which term shall include Issuing Bank for purposes of this Section 2.20(b)) under any of the Credit Documents:  (i) the applicable Withholding Agent shall timely pay, or cause to be paid, any such Tax to the relevant Governmental Authority in accordance with applicable law; (ii) if such Tax is an Indemnified Tax, unless otherwise provided on this Section 2.20, the sum payable by such Credit Party in respect of which the relevant deduction, withholding or payment of such Indemnified Tax is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment of such Indemnified Tax, such Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment of such Indemnified Tax been required or made; and (iii) within thirty (30) days after the due date of payment of any Tax which is required by clause (i) above to be paid, the relevant Withholding Agent shall deliver to the applicable Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

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(c)           Other Taxes.  Without limiting the provisions of Section 2.20(b), Borrower shall timely pay all Other Taxes to the relevant Governmental Authorities in accordance with applicable law.  Borrower shall deliver to Administrative Agents official receipts or other evidence of such payment reasonably satisfactory to Administrative Agents in respect of any Other Taxes payable hereunder promptly after payment of such Other Taxes.

(d)           Borrower shall indemnify each Administrative Agent and any Lender for the full amount of Indemnified Taxes for which additional amounts are required to be paid pursuant to Section 2.20(b) arising in connection with payments made under this Agreement or any other Credit Document and Other Taxes (including any such Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.20) paid by either Administrative Agent or Lender or any of their respective Affiliates and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  Such Administrative Agent or Lender, as the case may be, shall, at Borrower’s request, provide the Borrower with a written statement thereof setting forth the basis and calculation of such amounts (including any proposed indemnifiable expenses), which written statement shall be conclusive absent manifest error with respect to any Indemnified Taxes and Other Taxes and shall make commercially reasonable efforts to provide other documentation or cooperation reasonably necessary for such Borrower to contest in good faith the imposition of such Indemnified Taxes or Other Taxes.  Such payment shall be due within thirty (30) days of such Credit Party’s receipt of such certificate.  Notwithstanding anything to the contrary, Borrower shall not be required to indemnify the applicable Administrative Agent or Lender for any penalties or interest resulting from willful misconduct or gross negligence of such applicable Administrative Agent or Lender.

(e)           Status of Recipients.

(i)            Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the applicable Credit Party and the applicable Administrative Agent, at the time or times reasonably requested by the applicable Credit Party or the applicable Administrative Agent, such properly completed and executed documentation reasonably requested by the applicable Credit Party or the applicable Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Recipient, if reasonably requested by the applicable Credit Party or the applicable Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the applicable Credit Party or the Administrative Agent as will enable the applicable Credit Party or the applicable Administrative Agent to determine whether or not such Recipient is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.20(e)(ii)) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.

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(ii)           Without limiting the generality of the foregoing (A) each Recipient that is not a U.S. Person (a “Non-U.S. Recipient”) shall, to the extent such Recipient is legally able to do so, deliver to the applicable Administrative Agent for transmission to Borrower, on or prior to the Closing Date (in the case of each Recipient listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Recipient (in the case of each other Recipient), and at such other times as may be necessary in the determination of Borrower or such Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8ECI, W-8EXP and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such Recipient, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower to establish that such Recipient is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal income tax (including backup withholding) with respect to any payments to such Recipient of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) in the case of a Non-U.S. Recipient that is a Lender receiving payments of interest, if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN (or any successor form), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower to establish that such Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Documents, and (B) each Recipient that is a U.S. Person (a “U.S. Recipient”) and is not an exempt recipient within the meaning of Treasury Regulation Section 1.6049-4(c) shall deliver to the applicable Administrative Agent and Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Recipient becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Recipient, certifying that such U.S. Recipient is entitled to an exemption from United States backup withholding tax, or otherwise prove that it is entitled to such an exemption.  Each Recipient required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.20(e) hereby agrees, from time to time after the initial delivery by such Recipient of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Recipient shall promptly deliver to the applicable Administrative Agent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8ECI, W-8EXP, W-8IMY and/or W-9 (or, in each case, any successor form), or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form), as the case may be, properly completed and duly executed by such Recipient, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower to confirm or establish that such Recipient is not subject to deduction or withholding of United States federal income tax with respect to payments to such Recipient under the Credit Documents, or notify such Administrative

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Agent and Borrower of its inability to deliver any such forms, certificates or other evidence.

(iii)          Without limiting the generality of the foregoing, in relation to a Guarantor resident for tax purposes in Spain (for purposes of this clause 2.20(e)(iii), a “Spanish Guarantor”), before the first day upon which such Spanish Guarantor is to make a payment (or thereafter as required by the applicable tax laws and regulations of Spain), any Recipient that is not resident for tax purposes in Spain shall deliver to such Spanish Guarantor, at such Spanish Guarantor’s timely request and through Term Administrative Agent (i) a tax residence certificate duly issued by the tax authorities of such Recipient’s jurisdiction of tax residence accrediting that such Recipient is resident for tax purposes therein or (ii) if such Recipient is resident in a jurisdiction that has entered into a double tax treaty with Spain, a tax residence certificate duly issued by the tax authorities of its jurisdiction of residence accrediting that such Lender is a resident for tax purposes therein for the purposes of the applicable double tax treaty.  The tax residence certificates referred to in (i) and (ii) above in this clause 2.20(e)(iii) must have an issue date not earlier than one year preceding the date on which a Spanish Guarantor should make a payment. If additional payments are required to be made by a Spanish Guarantor, at a time where tax residence certificates previously supplied by a Recipient pursuant to (i) and (ii) above of this clause 2.20(e)(iii), are deemed to have expired from a Spanish tax perspective, such Spanish Guarantor may request from such Recipients the supply of renewed tax residence certificates with the same content as stated above.

(f)            If a payment made to a Recipient under any Credit Document would be subject to Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Recipient shall deliver to Borrower and the applicable Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or the applicable Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by Borrower or the applicable Administrative Agent as may be necessary for Borrower and the applicable Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (f), “FATCA” shall include any amendments made to FATCA after the Closing Date.

(g)           Refunds.                If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.20 (including additional amounts pursuant to this Section 2.20), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.20 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).  Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this clause (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event

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that such indemnified party is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this clause (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this clause (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.  This clause (g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h)           Each party’s obligations under this Section 2.20 shall survive the resignation or replacement of the Administrative Agents or any assignment of rights, by or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document.

2.21.       Obligation to Mitigate.  Each Lender (which term shall include Issuing Bank for purposes of this Section 2.21) agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, Letters of Credit or Bank Guarantees, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments, Loans, Letters of Credit or Bank Guarantees through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments, Loans, Letters of Credit or Bank Guarantees or the interests of such Lender; provided such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above.  A certificate as to the amount of any such expenses payable by Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to the applicable Administrative Agent) shall be conclusive absent manifest error.

2.22.       Defaulting Lenders.

(a)           Defaulting Lender Adjustments.  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i)            Defaulting Lender Waterfall.  Any payment of principal, interest, fees or other amounts received by either Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 8 or

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otherwise) or received by either Administrative Agent from a Defaulting Lender pursuant to Section 10.4 shall be applied at such time or times as may be determined by the applicable Administrative Agent as follows:  first, to the payment of any amounts owing by such Defaulting Lender to such Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to Issuing Bank; third, to Cash Collateralize Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.22(d); fourth, as Borrower may request (so long as no Default or Event of Default shall have occurred and be continuing), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by such Administrative Agent; fifth, if so determined by such Administrative Agent and Borrower, to be held in a Deposit Account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize Issuing Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit and Bank Guarantees issued under this Agreement, in accordance with Section 2.22(d); sixth, to the payment of any amounts owing to the Lenders or Issuing Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default shall have occurred and be continuing, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or reimbursement obligations with respect to Letters of Credit or Bank Guarantees in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit or Bank Guarantees were issued at a time when the conditions set forth in Section 3.2 were satisfied and waived, such payment shall be applied solely to pay the Loans of, and reimbursement obligations with respect to Letters of Credit and Bank Guarantees owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or reimbursement obligations with respect to Letters of Credit and Bank Guarantees owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit and Bank Guarantees are held by the Lenders pro rata in accordance with the applicable Commitments without giving effect to Section 2.22(a)(iii).  Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.22(a)(i) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(ii)           Certain Fees.

(A)          No Defaulting Lender shall be entitled to receive any fee pursuant to Section 2.11(a) for any period during which that Lender is a Defaulting Lender (and Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that

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Defaulting Lender); provided such Defaulting Lender shall be entitled to receive fees pursuant to Section 2.11(a)(ii) for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Pro Rata Share of the stated amount of Letters of Credit and Bank Guarantees for which it has provided Cash Collateral pursuant to Section 2.22(d).

(B)          With respect to any fees not required to be paid to any Defaulting Lender pursuant to clause (A) above, Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit and Bank Guarantees that has been reallocated to such Non-Defaulting Lender pursuant to clause (iii) below, (y) pay to Issuing Bank the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to Issuing Bank’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iii)          Reallocation of Participations to Reduce Fronting Exposure.  All or any part of such Defaulting Lender’s participation in Letters of Credit and Bank Guarantees shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 3.2 are satisfied at the time of such reallocation, and (y) such reallocation does not cause the aggregate Revolving Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment.  No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(iv)          Cash Collateral.  If the reallocation described in clause (iii) above cannot, or can only partially, be effected, Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in Section 2.22(d).

(b)           Defaulting Lender Cure.  If Borrower, the applicable Administrative Agent and Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, such Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as such Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Bank Guarantees to be held pro rata by the Lenders in accordance with the applicable Commitments (without giving effect to Section 2.22(a)(iii)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Lender was a Defaulting Lender; and provided further, that except

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to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

(c)           New Letters of Credit and Bank Guarantees.  So long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit or Bank Guarantee unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

(d)           Cash Collateral.  At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of Revolving Facility Administrative Agent or Issuing Bank (with a copy to Revolving Facility Administrative Agent) Borrower shall Cash Collateralize Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.22(a)(iii) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(i)            Grant of Security Interest.  Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grant to Revolving Facility Administrative Agent, for the benefit of Issuing Bank, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit and Bank Guarantees, to be applied pursuant to clause (ii) below.  If at any time Revolving Facility Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than Revolving Facility Administrative Agent and Issuing Bank as herein provided or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, Borrower will, promptly upon demand by Revolving Facility Administrative Agent, pay or provide to Revolving Facility Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(ii)           Application.  Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.22 in respect of Letters of Credit and Bank Guarantees shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit and Bank Guarantees (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided prior to any other application of such property as may otherwise be provided for herein.

(iii)          Termination of Requirement.  Cash Collateral (or the appropriate portion thereof) provided to reduce Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.22 following (A) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender) or (B) the determination by Revolving Facility Administrative Agent and Issuing Bank that there exists excess Cash Collateral; provided that, subject to the other provisions of this Section 2.22, the Person providing Cash Collateral and Issuing Bank may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations; provided further that to the

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extent that such Cash Collateral was provided by Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Credit Documents.

2.23.       Removal or Replacement of a Lender.  Anything contained herein to the contrary notwithstanding, in the event that: (a)(i) any Lender (an “Increased-Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.18, 2.19 or 2.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after Borrower’s request for such withdrawal; (b)(i) any Lender shall become and continues to be a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default pursuant to Section 2.22(b) within five Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each, a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Borrower may, by giving written notice to the applicable Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each, a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Cost Lender, a Non-Consenting Lender or a Defaulting Lender; provided (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.11; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.18(c), 2.19 or 2.20 (and in the case of a Non-Consenting Lender in connection with a Repricing Transaction, Section 2.13(c)) or otherwise as if it were a prepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided Borrower may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, Borrower shall have caused each outstanding Letter of Credit and Bank Guarantee issued thereby to be cancelled.  Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.  Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6.  In the event that a Lender does not comply with the requirements

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of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the applicable Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by such Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.  Any removal of HBAP or any of its successors as a Defaulting Lender pursuant to this Section 2.23 shall also constitute the removal of HBAP or its successors as Revolving Facility Administrative Agent pursuant to Section 9.7.

2.24.       Incremental Facilities.  Borrower may (a) by written notice from Borrower to Revolving Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new term loan commitments (the “New Term Loan Commitments”), in an aggregate principal amount of (i) the New Term Loan Commitments and the New Revolving Loan Commitments, (ii) the aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) the aggregate principal amount of (x) New Term Loan Commitments incurred pursuant to the First Joinder Agreement and (y) New Term Loan Commitments and the New Revolving Loan Commitments incurred on the Amendment and Restatement Date pursuant to the Amendment Agreement, plus (B) $100,000,000 in the aggregate pursuant to this clause (B) prior to date of determination plus (C) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.50:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”).  Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 (or such lesser amount which shall be approved by the applicable Administrative Agent or such lesser amount that shall constitute the difference between $5,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), and integral multiples of $1,000,000 in excess of that amount.  Each such notice shall specify the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agent.  Borrower may invite any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect

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or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment.  Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e); (4) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction.  Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement.  The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt.

Each of the parties hereto hereby agrees that, unless any New Term Loans constitutes a separate Class of Loans hereunder, Term Administrative Agent may take any and all action as may be reasonably necessary to ensure that all such New Term Loans, when originally made, are Term Loans for all purposes under the Credit Documents and are included in each borrowing of outstanding Term Loans on a pro rata basis. This may be accomplished at the discretion of Term Administrative Agent by allocating a portion of each such New Term Loans to each outstanding Eurodollar Rate Loan of the same Class on a pro rata basis, even though as a result thereof such New Term Loans may effectively have a shorter Interest Period than the Term Loans included in the borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period).  If any such New Term Loan is to be allocated to an existing Interest Period for a Eurodollar Rate Loan, then the interest rate

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thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Joinder Agreement.

On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto.

On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto.

The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24.

The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans.  The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement.  In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term

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Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent.  Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.

2.25.       Extensions of Loans.

(a)           Borrower may from time to time, pursuant to the provisions of this Section 2.25, agree with one or more Lenders holding Loans and Commitments of any Class to extend the maturity date and to provide for other terms consistent with this Section 2.25 (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.25, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each Lender in such Class) and on the same terms to each such Lender.  In connection with each Extension, Borrower will provide notification to the applicable Administrative Agent (for distribution to the Lenders of the applicable Class), no later than 30 days prior to the maturity of the applicable Class or Classes to be extended, which notification will set forth (x) the requested new maturity date for the extended Loans of each such Class (each, an “Extended Maturity Date”) and (y) the due date for Lender responses.  In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide the applicable Administrative Agent with a written notice thereof in a form reasonably satisfactory to such Administrative Agent.  Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension.  In connection with any Extension, Borrower shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the applicable Administrative Agent to accomplish the purposes of this Section 2.25.

(b)           After giving effect to any Extension, the Term Loans or Revolving Commitments so extended shall cease to be a part of the Class that they were a part of immediately prior to the Extension and shall be a new Class hereunder; provided that at no time shall there be more than three (3) different Classes of Term Loans and three (3) different classes of Revolving Commitments; provided further, that, in the case of any Extension Amendment relating to Revolving Commitments or Revolving Loans, (i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date, (ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Bank Guarantee as between the Revolving Commitments of such new “Class” and the remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred, (iii) no termination of Extended Revolving Commitments and no repayment of Revolving Loans thereunder accompanied by a corresponding permanent reduction in Extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction),

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as applicable, of the existing Revolving Loans and Existing Revolving Commitments (or all Existing Revolving Commitments of such Class and related existing Revolving Loans shall have otherwise been terminated and repaid in full) and (iv) with respect to Letters of Credit and Bank Guarantees, the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of the Issuing Bank.  If the Total Utilization of Revolving Commitments exceeds the Revolving Commitment as a result of the occurrence of the Maturity Date with respect to any Class of Revolving Commitments while an extended Class of Revolving Commitments remains outstanding, Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Date.

(c)           The consummation and effectiveness of each Extension shall be subject to the following:

(i)            no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension;

(ii)           the Term Loans or Revolving Commitments, as applicable, of any Lender extended pursuant to any Extension (as applicable, “Extended Term Loans” or “Extended Revolving Commitments”) shall have the same terms as the Class of Term Loans or Revolving Commitments, as applicable, subject to the related Extension Amendment (as applicable, “Existing Term Loans” or “Existing Revolving Commitments”); except (A) the final maturity date of any Extended Term Loans or Extended Revolving Commitments of a Class to be extended pursuant to an Extension shall be later than the Latest Maturity Date at the time of such Extension, and the weighted average life to maturity of any Extended Term Loans or Extended Revolving Commitments of a Class to be extended pursuant to an Extension shall be no shorter than the weighted average life to maturity of the Class of Existing Term Loans or Existing Revolving Commitments, as applicable, subject to the Latest Maturity Date at the time of such Extension; (B) the all-in pricing (including, without limitation, margins, fees and premiums) with respect to the Extended Term Loans or Extended Revolving Commitments, as applicable, may be higher or lower than the all-in pricing (including, without limitation, margins, fees and premiums) for the Existing Term Loans or Existing Revolving Commitments, as applicable; (C) the revolving credit commitment fee rate with respect to the Extended Revolving Commitments may be higher or lower than the revolving credit commitment fee rate for Existing Revolving Commitments, in each case, to the extent provided in the applicable Extension Amendment; (D) no repayment of any Extended Term Loans or Extended Revolving Commitments, as applicable, shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full); (E) the Extended Term Loans and/or Extended Revolving Commitments may contain a “most favored nation” provision for the benefit of Lenders holding Extended Term Loans or Extended Revolving Commitments, as applicable; and (F) the other terms and conditions applicable to Extended Term Loans and/or Extended Revolving Commitments may be terms different than those with respect to the Existing Term Loans or Existing Revolving Commitments, as applicable, so long as such terms

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and conditions only apply after the Latest Maturity Date; provided further, each Extension Amendment may, without the consent of any Lender other than the applicable extending Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent and Borrower, to give effect to the provisions of this Section 2.25, including any amendments necessary to treat the applicable Loans and/or Commitments of the extending Lenders as a new “Class” of loans and/or commitments hereunder; provided, however, no Extension Amendment may provide for any Class of Extended Term Loans or Extended Revolving Commitments to be secured by any Collateral or other assets of any Credit Party that does not also secure the Existing Term Loans or Existing Revolving Commitments;

(iii)          all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the applicable Administrative Agent;

(iv)          a minimum amount in respect of such Extension (to be determined in Borrower’s discretion and specified in the relevant Extension Offer) shall be satisfied; and

(v)           no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 3.2 shall be satisfied (with all references in such Section to a Credit Date being deemed to be references to the Extension on the applicable date of such Extension), and applicable Administrative Agent shall have received a certificate to that effect dated the applicable date of such Extension and executed by an Authorized Officer of Borrower.

(d)           For the avoidance of doubt, it is understood and agreed that the provisions of Section 2.17 and Section 10.5 will not apply to Extensions of Term Loans or Revolving Commitments, as applicable, pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.25, including to any payment of interest or fees in respect of any Extended Term Loans or Extended Revolving Commitments, as applicable, that have been extended pursuant to an Extension at a rate or rates different from those paid or payable in respect of Loans of any other Class, in each case as is set forth in the relevant Extension Offer.

(e)           No Lender who rejects any request for an Extension shall be deemed a Non-Consenting Lender for purposes of Section 2.23.

(f)            The Lenders hereby irrevocably authorize the applicable Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Credit Documents as may be necessary in order to establish new Classes of Term Loans or Revolving Commitments, as applicable, created pursuant to an Extension, in each case on terms consistent with this Section 2.25.  Without limiting the foregoing, in connection with any Extension, (i) the appropriate Credit Parties shall (at their expense) amend (and each Collateral Agent is hereby directed to amend) any applicable Credit Document that such

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Collateral Agent reasonably requests to be amended to reflect an Extension and (ii) Borrower shall deliver board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the applicable Administrative Agent in connection therewith and if requested by the relevant Lenders, a legal opinion of counsel reasonably acceptable to such Administrative Agent as to the enforceability of such Extension Amendment, this Agreement as amended thereby, and such of the other Credit Documents (if any) as may be amended thereby.

(g)           Promptly following the consummation and effectiveness of any Extension, Borrower will furnish to the applicable Administrative Agent (who shall promptly furnish to each Lender) written notice setting forth the Extended Maturity Date and material economic terms of the Extension and the aggregate principal amount of each class of Loans and Commitments after giving effect to the Extension and attaching a copy of the fully executed Extension Amendment.

SECTION 3.        CONDITIONS PRECEDENT

3.1.         [Reserved].

3.2.         Conditions to Each Credit Extension.

(a)           Conditions Precedent.  The obligation of each Lender to make any Loan, or Issuing Bank to issue any Letter of Credit or Bank Guarantee, on any Credit Date (other than, for the avoidance of doubt, (i) the Amendment and Restatement Date (except with respect to any borrowing of Revolving Loans (if any) made on the Amendment and Restatement Date) and (ii) as otherwise provided in Section 2.24), are subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions precedent:

(i)            The applicable Administrative Agent shall have received a fully executed and delivered Funding Notice or Issuance Notice, as the case may be;

(ii)           after making the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect;

(iii)          as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof;

(iv)          as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default; and

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(v)           on or before the date of issuance of any Letter of Credit or Bank Guarantee, Revolving Facility Administrative Agent shall have received all other information required by the applicable Issuance Notice and Borrower shall have opened and maintained a trade account with Issuing Bank, including the execution of a trade financing general agreement if required by Issuing Bank.

(b)           Notices.  Any Notice shall be executed by an Authorized Officer of Borrower in a writing delivered to the applicable Administrative Agent.  In lieu of delivering a Notice, Borrower may give the applicable Administrative Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation or issuance of a Letter of Credit or Bank Guarantee, as the case may be; provided each such notice shall be promptly confirmed in writing by delivery of the applicable Notice to such Administrative Agent on or before the close of business on the date that the telephonic notice is given.  In the event of a discrepancy between the telephonic notice and the written Notice, the written Notice shall govern.  In the case of any Notice that is irrevocable once given, if Borrower provides telephonic notice in lieu thereof, such telephonic notice shall also be irrevocable once given.  Neither Administrative Agents nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that such Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faith.

SECTION 4.        REPRESENTATIONS AND WARRANTIES

In order to induce Agents, Lenders and Issuing Bank to enter into this Agreement and to make each Credit Extension to be made thereby, each Credit Party represents and warrants to each Agent, Lender and Issuing Bank, on the Amendment and Restatement Date and on each Credit Date, that the following statements are true and correct:

4.1.         Status.

(a)           It and each member of the Restricted Group is duly organized or formed, validly existing and in good standing (to the extent such concept exists under applicable law) under the laws of the jurisdiction of their respective incorporation or organization and, as applicable, are a limited liability corporation (or in respect of the Hungarian Guarantor, a foundation).

(b)           It and each member of the Restricted Group has the power to own their respective material assets and carry on its business as it is being conducted and as proposed to be conducted.

4.2.         Binding Obligations.  Subject to the Legal Reservations: