Dated as of December 16, 2014 B/E AEROSPACE, INC. CERTAIN LENDERS

Exhibit 10.2

EXECUTION VERSION

Dated as of December 16, 2014

B/E AEROSPACE, INC.

CERTAIN LENDERS

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent

CITIGROUP GLOBAL MARKETS INC. and
▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA,
as Syndication Agents

and

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
TD BANK, N.A.,
ROYAL BANK OF CANADA
DEUTSCHE BANK SECURITIES INC.,
BARCLAYS BANK PLC,
BANK OF TOKYO-MITSUBISHI UFJ, LTD., and
 CAPITAL ONE BUSINESS CREDIT CORP.,
as Documentation Agents

▇.▇. ▇▇▇▇▇▇ SECURITIES LLC,
CITIGROUP GLOBAL MARKETS INC.,
▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA,
SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. and
▇▇▇▇▇ FARGO SECURITIES, LLC
as Joint Lead Arrangers and as Joint Bookrunners

CREDIT AGREEMENT

Table of Contents

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SCHEDULES:

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CREDIT AGREEMENT, dated as of December 16, 2014 (as the same may be amended, supplemented or otherwise modified from time to time after the date hereof, this Agreement), among B/E AEROSPACE, INC., a Delaware corporation (the Company), the several Lenders from time to time parties hereto, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders, CITIGROUP GLOBAL MARKETS INC. and ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, as syndication agents for the Lenders, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, TD BANK, N.A., ROYAL BANK OF CANADA, DEUTSCHE BANK SECURITIES INC., BARCLAYS BANK PLC, BANK OF TOKYO-MITSUBISHI UFJ, LTD. and
 CAPITAL ONE BUSINESS CREDIT CORP. as documentation agents for the Lenders.

As of the date of this Agreement, KLX Inc. (KLX) (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article 1) is a wholly owned subsidiary of the Company.  As set forth in the Form 10, the Company intends to distribute all the issued and outstanding common stock of KLX on a pro rata basis to its shareholders in a tax-free transaction (the Spin-Off).

In connection with the Spin-Off, (a) the Company is entering into this Agreement and obtaining the senior credit facilities established hereby, (b) the Company will refinance (the Refinancing) the outstanding principal of, and accrued interest on (i) the loans (and terminate all commitments) under the Existing Credit Agreement and (ii) (x) the 5.25% Senior Notes of the Company due 2022 and (y) the 6.875% Senior Notes of the Company due 2020 (collectively, the Senior Notes), (c)  KLX will declare and pay a dividend to the Company in an amount equal to $750,000,000 immediately prior to the Spin-Off (the Effective Date Dividend), the proceeds of which will be used as a part of the Refinancing and (d) fees and expenses incurred in connection with the transactions described in clauses (a) through (c) will be paid.

The Company has requested that the Lenders extend credit in the form of (i) Term Loans in the principal amount of $2,200,000,000, available to the Company on the Effective Date and (ii) Revolving Credit Commitments under which the Company may obtain Revolving Credit Loans in an aggregate principal amount at any time outstanding that will not result in the Aggregate Revolving Credit Extensions of Credit exceeding $600,000,000. The proceeds of the Term Loans will be used in part for the Refinancing.  The proceeds of the Revolving Credit Loans are to be used by the Company to finance the working capital needs and other general corporate purposes of the Company and its Subsidiaries; provided that, other than Letters of Credit, no Revolving Credit Loans will be outstanding on the Effective Date.

The Lenders are willing to establish the credit facilities referred to in the preceding paragraph upon the terms and subject to the conditions set forth herein.  Accordingly, the parties hereto agree as follows:

1.                                      DEFINITIONS

1.1                               Defined Terms

As used in this Agreement, the following terms have the following meanings:

ABR means, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1.00%) 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 1/2 of 1.00% and (iii) Adjusted LIBOR for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%.  For purposes hereof:  Prime Rate means the rate of interest per annum publicly announced from time to time by JPMCB as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by JPMCB in connection with extensions of credit to debtors); and Federal Funds Effective Rate means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1.00%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1.00%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it; provided, that, if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.  If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate, for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms hereof, the ABR shall be determined without regard to clause (ii) of the first sentence of this definition, as appropriate, until the circumstances giving rise to such inability no longer exist.  Any change in the ABR due to a change in the Prime Rate, the Federal Funds Effective Rate or the applicable LIBOR shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the Federal Funds Effective Rate or the applicable LIBOR, respectively.

ABR Loans means Loans whose interest rate is based on the ABR.

Acceptable Discount has the meaning specified in Section 5.5(c)(iii).

Acceptance Date has the meaning specified in Section 5.5(c)(ii).

Additional Collateral Documents has the meaning specified in Section 8.10(d).

Adjusted LIBOR means, with respect to Eurodollar Loans for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1.00%) equal to (a) the LIBOR for such Interest Period multiplied by (b) the Statutory Reserve Rate.

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Administrative Agency Fee Letter means the letter dated December 16, 2014 between the Company and the Administrative Agent, setting forth the administrative agency fee for this Agreement.

Administrative Agent means JPMorgan Chase Bank, N.A., in its capacity as administrative agent under any of the Credit Documents, or any successor administrative agent.

Affiliate of any Person means (i) any Person (other than a Subsidiary) which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person, or (ii) any Person who is a director or officer of (A) such Person, (B) any Subsidiary of such Person or (C) any Person described in clause (i) above.  For purposes of this definition, control of a Person shall mean the power, direct or indirect, either (i) to vote 10% or more of the securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

Agents means a collective reference to the Syndication Agents, the Documentation Agents, the Administrative Agent and the Collateral Agent.

Aggregate Revolving Credit Extensions of Credit means, at any particular time, the sum of (i) the aggregate then outstanding principal amount of the Revolving Credit Loans, (ii) the Dollar Equivalent of the aggregate amount then available to be drawn under all outstanding Letters of Credit and (iii) the aggregate amount of Revolving L/C Obligations.

Alternate Currency means (i) Dollars, (ii) Euro, (iii) Pounds Sterling and (iv) any other currency (x) that is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars, (y) for which a LIBO Screen Rate is available in the Administrative Agent’s determination and (z) that is agreed to by the Administrative Agent and each of the Revolving Credit Lenders.

Agreement has the meaning specified in the preamble hereof.

Anti-Corruption Laws means the United States Foreign Corrupt Practices Act of 1977, the U.K. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, and similar laws, rules, and regulations of any jurisdiction applicable to any Credit Party or their respective Subsidiaries concerning or relating to bribery or corruption.

Applicable Discount has the meaning specified in Section 5.5(c)(iii).

Applicable Level means, as of any day, Level I, Level II, Level III or Level IV below, whichever is applicable on such day, with each new Level to take effect on the day following the delivery to the Administrative Agent by the Company of the financial statements referred to in Section 8.1(a) or (b), as the case may be, and the related certificate of a Responsible Officer on behalf of the Company referred to in

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Section 8.2(b) for any fiscal quarter indicating the Total Leverage Ratio for the period of four consecutive fiscal quarters ending on the last day of the period covered by such financial statements:

provided, however, that: (i) in the event that the financial statements required to be delivered pursuant to Section 8.1(a) or 8.1(b) and the related certificate of a Responsible Officer on behalf of the Company referred to in Section 8.2(b) are not delivered when due for any fiscal quarter, then during the period from the date upon which such financial statements and certificate were required to be delivered, until the date upon which they actually are delivered, the Applicable Level shall be Level I; (ii) in the event the financial statements required to be delivered pursuant to Section 8.1(a) or 8.1(b) and the related certificates of a Responsible Officer on behalf of the Company referred to in Section 8.2(b) for any fiscal quarter are proven to have been incorrect, then the Applicable Level for the relevant period shall be adjusted retroactively to reflect the level which would have applied for such period based on the corrected Total Leverage Ratio ending on the last day of the period covered by such financial statements, and any additional interest owing as a result of such readjustment shall be payable on demand; and (iii) at all times during which a Default or an Event of Default shall have occurred and be continuing, the Applicable Level shall be Level I.

Applicable Margin means (a) with respect to the Term Loans, 2.25% in the case of ABR Loans and 3.25% in the case of Eurodollar Loans and (b) with respect to the Revolving Credit Facility, for each day (i) from the Effective Date until the date on which the Applicable Level is determined for the first fiscal quarter ending after the Effective Date, 1.00% per annum in the case of ABR Loans (including all Swing Line Loans) and 2.00% per annum in the case of Eurodollar Loans, and (ii) thereafter, the rate per annum for the relevant Type of such Loan set forth below opposite the Applicable Level in effect on such day:

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The Applicable Margin for each Incremental Loan shall be determined in accordance with Article 3 of this Agreement; provided that the Applicable Margin for the Term Loans may be adjusted as a result thereof in accordance with Article 3 of this Agreement.

Asset Sale means any sale, sale-leaseback, assignment, conveyance, transfer or other disposition by the Company or any Restricted Subsidiary of any of its property or assets, including the stock of any Restricted Subsidiary (except sales, sale-leasebacks, assignments, conveyances, transfers and other dispositions permitted by clauses (a), (b), (c), (d), (e), (g), (h), (i), (j) and (k) of Section 9.6).

Assignee has the meaning specified in Section 12.6(c).

Assignor has the meaning specified in Section 12.6(c).

Assignment and Acceptance means an Assignment and Acceptance substantially in the form of Exhibit C-1 hereto.

Available Amount means at any date the amount, if any, equal to the sum of (i) the Net Proceeds of one or more Qualifying Equity Issuances made after the Effective Date, (ii) Cumulative Excess Cash Flow and (iii) $50,000,000, in each case that is Not Otherwise Applied.

Available Incremental Amount has the meaning specified in Section 3.1.

Available Revolving Credit Commitment means, as to any Lender, at a particular time, an amount equal to the excess, if any, of (i) the amount of such Lender’s Revolving Credit Commitment at such time less (ii) the sum of (A) the aggregate unpaid principal amount at such time of all Revolving Credit Loans made by such Lender pursuant to Section 2.1, (B) such Lender’s L/C Participating Interest in the aggregate amount available to be drawn at such time under all outstanding Letters of Credit, (C) such Lender’s Revolving Credit Commitment Percentage of the aggregate outstanding amount of Revolving L/C Obligations and (D) such Lender’s Revolving Credit Commitment Percentage of the aggregate unpaid principal amount at such time of all Swing Line Loans, provided that for purposes of calculating Available Revolving Credit Commitments pursuant to Section 5.9 the amount referred to in this clause (D) shall be zero; collectively, as to all the Lenders, the Available Revolving Credit Commitments.

Bankruptcy Event means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any

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ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, but only so long as such ownership interest of a Governmental Authority or an instrumentality thereof does not result in, or provide such Person 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 Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

Benefitted Lender has the meaning specified in Section 12.7(a) hereof.

Board means the Board of Governors of the Federal Reserve System of the United States (or any successor).

Borrowing Date means (i) with respect to the Revolving Credit Facility any Business Day specified in a notice pursuant to (I) Section 2.7 or 5.1 as a date on which the Company requests the Swing Line Lender to make Swing Line Loans or the Lenders to make Revolving Credit Loans or Incremental Loans hereunder or (II) Section 2.5 as a date on which the Company requests the Issuing Lender to issue a Letter of Credit hereunder and (ii) with respect to the Term Loans, the Effective Date.

Business Day means, when such term is used in connection with (i) a Eurodollar Loan, any day (other than a Saturday or a Sunday) on which (A) the London interbank market is open for general banking business and (B) banks in New York City are open for general banking business and (ii) an ABR Loan, any day (other than a Saturday or Sunday) on which banks in New York City are open for general banking business.

Capital Expenditures means, for any period, all amounts (other than those arising from the acquisition or lease of businesses and assets which are permitted by Section 9.7) that would, in accordance with GAAP, be included as additions to property, plant and equipment and other capital expenditures of the Company and its Restricted Subsidiaries for such period, excluding interest capitalized during construction, as the same are or would be set forth in a consolidated statement of cash flows of the Company and its Subsidiaries for such period.

Capital Lease means, of any Person, any lease of (or other arrangement conveying the right to use) property (whether real, personal or mixed) by such Person as lessee which would, in accordance with GAAP, be required to be accounted for as a capital lease on the balance sheet of such Person.

Cash Collateralize means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, as collateral for the Revolving L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Issuing Lender.

Cash Equivalents means (i) securities issued or directly and fully guaranteed or insured by the United States Government or any agency or instrumentality thereof having

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maturities of not more than one year from the date of acquisition, (ii) certificates of deposit and Eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any Lender or with any domestic commercial bank having capital and surplus in excess of $500,000,000, (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (i) and (ii) entered into with any financial institution meeting the qualifications specified in clause (ii) above, (iv) commercial paper issued by any Lender, the parent corporation of any Lender or any Subsidiary of such Lender’s parent corporation, and commercial paper rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by ▇▇▇▇▇’▇ and in each case maturing within one year after the date of acquisition thereof, (v) money market funds that (A) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (B) are rated AA by S&P and Aa by ▇▇▇▇▇’▇ and (C) have portfolio assets of at least $5,000,000,000, (vi) money market funds existing on the Effective Date that are listed on Schedule 1B, and (vii) in the case of Foreign Subsidiaries, investments that are substantially equivalent to the foregoing investments described in clauses (i) through (v) above that are available in the currency of the jurisdiction in which such Foreign Subsidiary is organized.

Cash Management Agreement means any agreement to provide cash management services, including treasury, depository, overdraft, credit, purchasing or debit card, electronic funds transfer and other cash management arrangements.

Cash Management Bank means any Person that, at the time it enters into a Cash Management Agreement or on the Effective Date, is a Lender or a Joint Lead Arranger or an Affiliate of a Lender or a Joint Lead Arranger, in its capacity as a party to such Cash Management Agreement.

Cash Management Obligation means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person under or in respect of a Cash Management Agreement.

Casualty means any casualty, loss, damage, destruction or other similar loss with respect to real or personal property or improvements.

CFC means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

CFC Holdco means any direct or indirect Domestic Subsidiary that has no material assets other than direct or indirect equity and Indebtedness of one or more Subsidiaries that are CFCs.

Change in Law means, with respect to any Lender, the adoption of any law, treaty, rule, regulation, policy, guideline or directive (whether or not having the force of law) or any change therein or in the interpretation or application thereof by any Governmental

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Authority, including, without limitation, the issuance of any final rule, regulation or guideline by any regulatory agency having jurisdiction over such Lender or, in the case of Section 5.12(b) or 5.20(b), any corporation controlling such Lender, in each case, after the date such Lender becomes a party to this Agreement; provided, however, that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law, regardless of the date enacted, adopted or issued.

Change of Control means that, following the Spin-Off:

(i)                                     any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) has become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have “beneficial ownership” of all securities that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an option right)), directly or indirectly, by way of merger, consolidation or otherwise, of 35% or more (on a fully-diluted basis after giving effect to the conversion and exercise of all outstanding rights, warrants, options, convertible securities, exchangeable securities, indebtedness or other rights, in each case exercisable for or convertible or exchangeable into, directly or indirectly, Equity Interests of the Company or securities exercisable for or convertible or exchangeable into Equity Interests of the Company, whether at the time of issuance or upon the passage of time or the occurrence of some future event (whether or not such securities are then currently convertible or exercisable and taking into account all such securities that such “person” or “group” has the right to acquire pursuant to any option right)) of the Equity Interests of the Company having ordinary power to vote in the election of members of the board of directors of the Company (irrespective of whether, at the time, Equity Interests of any other class or classes of the Company shall have or might have voting power by reason of the happening of any contingency); or

(ii)                                 during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Company cease to be composed of individuals (A) who were members of that board or equivalent governing body at the time of the Spin-Off, (B) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (A) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (C) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (A) and (B) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.

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Class when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Term Loans, Revolving Credit Loans, Incremental Revolving Credit Loans, Incremental Term Loans or Swingline Loans and (b) any Commitment, refers to whether such Commitment is a Revolving Credit Commitment, Term Commitment, a Commitment in respect of any Incremental Revolving Credit Loans or a Commitment in respect of any Incremental Term Loans.  Incremental Revolving Credit Loans and Incremental Term Loans that have different terms and conditions (together with the Commitments in respect thereof) shall be construed to be in different Classes.

Code means the Internal Revenue Code of 1986, as amended from time to time.

Collateral means all of the Collateral referred to in the Collateral Documents and all of the other property and assets that are or are required under the terms hereof or of the Collateral Documents to be subject to Liens in favor of the Collateral Agent for the benefit of the Secured Parties.

Collateral Agent means JPMCB, in its capacity as collateral agent for the Secured Parties, and its successor or successors in such capacity.

Collateral Documents means, collectively, the Pledge and Security Agreement, any Additional Collateral Documents, any additional pledges, security agreements, patent, trademark or copyright filings or mortgages that create or purport to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties and any instruments of assignment, control agreements, lockbox letters or other instruments or agreements executed pursuant to the foregoing.

Commitment Fee has the meaning specified in Section 5.9(a).

Commitment Percentage means, with respect to any Lender, either of the (i) Term Loan Commitment Percentage, (ii) Revolving Credit Commitment Percentage, or (iii) Incremental Term Loan Commitment Percentage, of such Lender, as the context shall require.

Commitments means the collective reference to the Term Commitments, Revolving Credit Commitments, the Swing Line Commitments and the Incremental Commitments, if any; individually, a Commitment.  The aggregate amount of all Incremental Commitments shall not exceed the Available Incremental Amount.

Commonly Controlled Entity means an entity, whether or not incorporated, which is under common control with the Company within the meaning of Section 4001 of ERISA or is part of a group which includes the Company and which is treated as a single employer under Section 414 of the Code.

Company has the meaning specified in the preamble hereof.

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Company Materials has the meaning specified in Section 8.2.

Condemnation means any taking by a Governmental Authority of property or assets, or any part thereof or interest therein, for public or quasi-public use under the power of eminent domain, by reason of any public improvement or condemnation or in any other manner.

Condemnation Award means all proceeds of any Condemnation or transfer in lieu thereof.

Conduit Lender means any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument, subject to the consent of the Administrative Agent and the Company (which consent shall not be unreasonably withheld, delayed or conditioned); provided, that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided, further, that no Conduit Lender shall (i) be entitled to receive any greater amount pursuant to Sections 5.12, 5.19, 5.20 or 5.21 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (ii) be deemed to have any Commitment.

Consenting Lender has the meaning specified in Section 3.10(a).

Consolidated Cash Interest Expense means, for any period, the amount of Consolidated Interest Expense paid or required to be paid in cash by the Company and its Restricted Subsidiaries during such period.

Consolidated Current Assets means, at any particular date, all amounts which would, in conformity with GAAP, be reflected under current assets on a consolidated balance sheet of the Company and its Restricted Subsidiaries as at such date, excluding cash and Cash Equivalents.

Consolidated Current Liabilities means, at any particular date, all amounts which would, in conformity with GAAP, be reflected under current liabilities on a consolidated balance sheet of the Company and its Restricted Subsidiaries as at such date, excluding the current portion of any Indebtedness (including the Loans).

Consolidated EBITDA means, for any period for the Company and its Restricted Subsidiaries, the sum of:

(i)                                     Consolidated Net Income for such period (excluding therefrom any unusual or extraordinary items of gain or loss); plus

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(ii)                                 without duplication, those amounts which, in the determination of Consolidated Net Income for such period, have been deducted for:

(A)                               Consolidated Interest Expense;

(B)                               provisions for Federal, state, local and foreign income, value added and similar taxes;

(C)                               depreciation, amortization (including, without limitation, amortization of goodwill and other intangible assets), impairment of goodwill and other non-cash charges or expenses (excluding any such non-cash charge or expense to the extent that it represents amortization of a prepaid cash expense that was paid in a prior period);

(D)                               non-cash compensation expense, or other non-cash expenses or charges, arising from the granting of stock options, the granting of stock appreciation rights and similar arrangements (including any repricing, amendment, modification, substitution or change of any such stock option, stock appreciation rights or similar arrangements);

(E)                                any costs, fees, expenses or charges incurred by the Company or any of its Restricted Subsidiaries as a result of, or in connection with, the Spin-Off;

(F)                                 any (x) financial advisory fees, underwriting fees, accounting fees, legal fees and other similar advisory and consulting fees and related out-of-pocket expenses, and (y) prepayment premiums, breakage costs and LIBOR indemnities, redeployment costs or funding costs, in each case incurred by the Company and its Restricted Subsidiaries as a result of, or in connection with, any issuance, incurrence, refinancing, redemption, repayment or prepayment of Indebtedness, to the extent permitted under this Agreement; and

(G)                               any (x) financial advisory fees, accounting fees, legal fees and other similar advisory and consulting fees and related out-of-pocket expenses, and (y) all cash and non-cash restructuring and integration charges, costs, and expenses, in each case incurred by the Company and its Restricted Subsidiaries as a result of any Permitted Acquisition or Permitted Foreign Acquisition and deducted from net income, and in the case of items describe in clause (y) above, which are factually supportable, identifiable and documented and which are not objected to by the Administrative Agent; minus

(iii)                             any amount which, in the determination of Consolidated Net Income for such period, has been added for any non-cash income or non-cash gains, all as determined in accordance with GAAP; minus

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(iv)                              the aggregate amount of cash payments made during such period in respect of any non-cash accrual, reserve or other non-cash charge or expense accounted for in a prior period which were added to Consolidated Net Income to determine Consolidated EBITDA for such prior period and which do not otherwise reduce Consolidated Net Income for the current period.

For purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a Measurement Period) pursuant to any determination of the Total Leverage Ratio, the Secured Leverage Ratio and the Interest Coverage Ratio, if during such period (or in the case of pro-forma calculations, during the period from the last day of such period to and including the date as of which such calculation is made) the Company or one or more of its Restricted Subsidiaries shall have made an Asset Sale (including, for the avoidance of doubt, the Spin-Off), a Permitted Acquisition or a Permitted Foreign Acquisition, Consolidated EBITDA for such period shall be calculated after giving effect thereto on a pro-forma basis, giving effect to identifiable cost savings documented to the reasonable satisfaction of the Administrative Agent, taken or expected in good faith to be taken within 12 months following the last day of such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period).

Consolidated Interest Expense means, for any period the sum of (i) the amount of interest expense, both expensed and capitalized (excluding amortization and write offs of debt discount and debt issuance costs and any other non-cash interest expense or accretions of discounts), net of interest income, of the Company and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, for such period and (ii) dividends paid in cash during such period on preferred stock issued by the Company or any of its Restricted Subsidiaries; provided that, for purposes of calculating Consolidated Interest Expense for any period for determining the Total Leverage Ratio, the Secured Leverage Ratio and the Interest Coverage Ratio, if during such period (or in the case of pro-forma calculations, during the period from the last day of such period to and including the date as of which such calculation is made) the Company or one or more of its Restricted Subsidiaries shall have made an Asset Sale, made a Permitted Acquisition, made a Permitted Foreign Acquisition or incurred or discharged any Material Indebtedness, then Consolidated Interest Expense for such period shall be calculated after giving effect thereto on a pro-forma basis, giving effect to identifiable cost savings documented to the reasonable satisfaction of the Administrative Agent.

Consolidated Liquidity means, on any date, the sum of (i) the amount, if positive, of (A) the aggregate Revolving Credit Commitments minus (B) the then aggregate amount of the Revolving Credit Outstandings (excluding for this purpose only the aggregate face amount of all undrawn Letters of Credit then outstanding) plus (ii) the aggregate amount of Unrestricted Cash and Cash Equivalents owned by one or more Credit Parties on such date.

Consolidated Net Income means, for any period, the net income (or net loss) after taxes of the Company and its Restricted Subsidiaries for such period, determined on a

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consolidated basis in accordance with GAAP; provided that there shall be excluded from the calculation of Consolidated Net Income for such period (i) the income (or loss) of any Person in which any other Person (other than the Company or any of its Wholly-Owned Restricted Subsidiaries) has an ownership interest, except to the extent that any such income is actually received in cash by the Company or such Wholly-Owned Restricted Subsidiary in the form of dividends or other equity distributions during such period, (ii) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged with or into or consolidated with the Company or any of its Restricted Subsidiaries or that Person’s assets are acquired by the Company or any of its Restricted Subsidiaries and (iii) the income of any Subsidiary of the Company to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary.

Consolidated Subsidiary means at any date any Subsidiary of the Company or other entity the accounts of which would be consolidated with those of the Company in its consolidated financial statements if such statements were prepared as of such date in accordance with GAAP, and Consolidated Subsidiaries means all of them, collectively.

Consolidated Total Assets means, at any date, the total consolidated assets of the Company and its Consolidated Subsidiaries determined on a consolidated basis in accordance with GAAP (and excluding all intercompany items) as of the date of the most recent financial statements delivered in accordance with Section 8.1(a) or (b) of this Agreement.

Consolidated Total Indebtedness means, as of any date of determination, all Indebtedness of the Company and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, but excluding any obligations in respect of hedging arrangements.

Consolidated Total Secured Indebtedness means, as of any date of determination, the aggregate outstanding principal amount of the Loans plus the aggregate outstanding principal amount of all other Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries which is secured by any Lien on any property or assets of the Company or one or more of its Restricted Subsidiaries.

Consolidated Working Capital means, at any particular date, Consolidated Current Assets less Consolidated Current Liabilities.

Contingent Obligation means, as to any Person, any obligation of such Person guaranteeing or in effect guaranteeing any Indebtedness (primary obligations) of any other Person (the primary obligor) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any

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such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Contingent Obligation shall not include (x) endorsements of instruments for deposit or collection in the ordinary course of business and (y) any obligation resulting from the existence of deferred revenue, including customer deposits.  The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount (based on the maximum reasonably anticipated net liability in respect thereof as determined by the Company in good faith) of the primary obligation or portion thereof in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated net liability in respect thereof (assuming such Person is required to perform thereunder) as determined by the Company in good faith.

Contractual Obligation means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or undertaking to which such Person is a party or by which it or any of the property owned by it is bound.

Credit Documents means the collective reference to this Agreement, the Notes, the Administrative Agency Fee Letter, the Guaranty (including any guarantee or Credit Party Accession Agreement executed and delivered pursuant to the terms of Section 8.10 or 9.15 of this Agreement), the Collateral Documents and any Incremental Facility Amendment.

Credit Parties means the collective reference to the Company and each Subsidiary which is a party, or which at any time becomes a party, to a Credit Document.

Credit Party Accession Agreement means an accession agreement, substantially in the form of Exhibit H hereto, executed and delivered by a Subsidiary after the Effective Date, in accordance with Section 8.10 or Section 9.15 hereof.

Cumulative Excess Cash Flow means the sum of Excess Cash Flow (but not less than zero in any period) for the fiscal year ending on December 31, 2014 and Excess Cash Flow for each succeeding completed fiscal year.

Debtor Relief Laws means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

Declining Lender has the meaning specified in Section 3.10(a).

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Default means any of the events specified in Article 10, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

Defaulting Lender means, subject to Section 5.24, any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swing Line Loans or (iii) pay over to any Finance Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Company or any Finance Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request in writing by the Administrative Agent, the Swing Line Lender or any Issuing Lender, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swing Line Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Finance Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has, or has a direct or indirect parent entity that has, after the date hereof, become the subject of a Bankruptcy Event.

Defeased Notes means, the Senior Notes which remained outstanding following the Effective Date, to the extent that such Senior Notes have been fully defeased or satisfied and discharged, in each case, in accordance with the terms of the applicable indenture governing such Senior Notes, including through the irrevocable deposit of funds in trust with the trustee under such indenture (or another qualifying trustee permitted under such indenture) in an amount sufficient to pay and discharge the entire indebtedness on such Senior Notes for principal, premium, if any, and accrued interest.

Designated Subsidiary means each wholly owned Restricted Subsidiary other than (a) a Restricted Subsidiary that is (i) a Foreign Subsidiary, (ii) a Foreign-Subsidiary Holding Company or (iii) a Subsidiary of a Foreign Subsidiary or a Foreign-Subsidiary Holding Company, (b) a Subsidiary that is not a Material Subsidiary, (c) a Restricted Subsidiary that is not permitted by law, regulation or contract existing on the Effective Date or on the date that any such Subsidiary is acquired (so long as any such contractual restriction is not incurred in contemplation of such Person becoming a Subsidiary), to provide the Guaranty required by Section 8.10(a) or would require governmental (including regulatory) consent, approval, license or authorization to provide such Guaranty, unless such consent, approval, license or authorization has been received, or for which the

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provision of such Guaranty would result in a material adverse tax consequence to the Company and the Restricted Subsidiaries, taken as a whole (including as a result of the operation of Section 956 of the Code or any similar law or regulation in any applicable jurisdiction) to the Company or one of its Subsidiaries (as reasonably determined by the Company), and (d) any not-for-profit Subsidiaries, captive insurance Subsidiaries or other special purpose entities, if any; notwithstanding the foregoing, additional subsidiaries may be excluded from the guarantee requirements in circumstances where the Company and the Administrative Agent determine in good faith that the cost or burden of providing such a guarantee is excessive in relation to the value afforded to the Lenders thereby; provided that the term Designated Subsidiary shall include any Restricted Subsidiary described in clause (a) or (b) of this definition that is designated as a Designated Subsidiary in accordance with Section 8.10(b).

Discount Range has the meaning specified in Section 5.5(c)(ii).

Discounted Prepayment Option Notice has the meaning specified in Section 5.5(c)(ii)).

Discounted Voluntary Prepayment has the meaning specified in Section 5.5(c)(i).

Discounted Voluntary Prepayment Notice has the meaning specified in Section 5.5(c)(v).

Documentation Agents means, collectively, SunTrust Bank, ▇▇▇▇▇ Fargo Bank, National Association, Bank of Tokyo-Mitsubishi UFJ, Ltd., Capital One, National Association and U.S. Bank National Association in their capacities as Documentation Agents with respect to the Commitments (each, a Documentation Agent).

Dollar Equivalent of any currency at any date shall mean (i) the amount of such currency if such currency is Dollars or (ii) the equivalent amount thereof in Dollars if such currency is an Alternate Currency, calculated on the basis of the Exchange Rate for such currency, on or as of the date of each request for the issuance, amendment, renewal or extension of any Letter of Credit.

Dollars and $ mean dollars in lawful currency of the United States of America.

Domestic Subsidiary means any Subsidiary of the Company other than a Foreign Subsidiary.

ECF Percentage means 50%; provided that, with respect to any fiscal year of the Company, the ECF Percentage shall be reduced to (x) 25% if the pro forma Secured Leverage Ratio for such fiscal year is less than 2.75 to 1.00 but equal to or greater than 2.00 to 1.00 and (y) 0% if the pro forma Secured Leverage Ratio for such fiscal year is less than 2.00 to 1.00.

Effective Date means the date on which the conditions specified in Sections 7.1 and 7.2 are satisfied (or waived in accordance with Section 12.1).

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Effective Date Dividend has the meaning specified in the preamble hereof.

Electronic Signature means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

Eligible Assignee means any Person that meets the requirements to be an assignee under Section 12.6 (subject to such consents, if any, as may be required thereunder).

Environmental Laws means any and all applicable Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees or legally enforceable requirements of any Governmental Authority regulating, relating to or imposing liability or standards of conduct concerning human health as they relate to Materials of Environmental Concern or the protection of the environment, including without limitation, Materials of Environmental Concern, as now or may at any time hereafter be in effect.

Environmental Permit means any permit, approval, license or other authorization required under any Environmental Law.

Equity Interests means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

Equity Issuance means (i) any sale or issuance by the Company or any of its Restricted Subsidiaries to any Person other than the Company or a Restricted Subsidiary of any Equity Interests and (ii) the receipt by the Company or any of its Restricted Subsidiaries of any cash capital contributions, whether or not paid in connection with any issuance of Equity Interests of the Company or any of its Restricted Subsidiaries, from any Person other than the Company or a Restricted Subsidiary.

ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.

Eurodollar Lending Office means the office of each Lender which shall be making or maintaining its Eurodollar Loans.

Eurodollar Loans means Loans at such time as they are made and/or being maintained at a rate of interest based upon Adjusted LIBOR.

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Event of Default means any of the events specified in Article 10, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

Excess Cash Flow means, for any period, Consolidated EBITDA for such period (i)  plus, without duplication, any net decrease in the Consolidated Working Capital of the Company and its Restricted Subsidiaries during such period and (ii) minus, without duplication, (A) Consolidated Cash Interest Expense during such period, (B) the amount of any scheduled payments of principal on any Term Loans or Incremental Term Loans (provided that such payments shall not include mandatory prepayments of any such Term Loans or Incremental Term Loans pursuant to Section 5.6 of this Agreement or otherwise), (C) taxes measured by income accrued as an expense and paid in cash during such period, (D) amounts paid in cash during such period in respect of Capital Expenditures, Permitted Acquisitions or Permitted Foreign Acquisitions to the extent such Capital Expenditures, Permitted Acquisitions or Permitted Foreign Acquisitions are not financed with the proceeds of Indebtedness, Net Proceeds of Asset Sales, Insurance Proceeds, or net proceeds of one or more issuances of Equity Interests (in each case other than Net Proceeds of Asset Sales or Insurance Proceeds, if any, to the extent such proceeds were included in Consolidated Net Income for the applicable period), (E) the amount of any payments or prepayments made during such period of principal of any Indebtedness (other than the Loans) permitted under Section 9.2 of this Agreement made during such period, (F) any net increase in the Consolidated Working Capital of the Company and its Restricted Subsidiaries during such period, excluding for this purpose cash and short-term investments (including Cash Equivalents) and any borrowings under this Agreement and any other Indebtedness included in Consolidated Current Liabilities in determining Consolidated Working Capital for such period, (G) the aggregate amount of any dividends or distributions permitted under Section 9.9 of this Agreement actually paid in cash by the Company or its Restricted Subsidiaries during such period and (H) the amount of cash payments made during such period by the Company and its Restricted Subsidiaries in connection with (without duplication) clauses (ii)(F) and (G) of the definition of Consolidated EBITDA.

Excess Cash Flow Application Date has the meaning specified in Section 5.6(d).

Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Exchange Rate means, on any day, with respect to any Alternate Currency, the rate at which such Alternate Currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m., London time, on such date on the Reuters screen (or another commercially available source providing quotations of such rate as designated by the Administrative Agent from time to time) for such currency (or to the extent applicable, the rate at which Dollars may be exchanged into such other currency). In the event that such rate does not appear on such applicable Reuters screen (or another commercially available source providing quotations of such rate as designated by the Administrative Agent from time to time), the Exchange Rate shall be determined by reference to such other publicly available source providing quotations of such rate as designated by the

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Administrative Agent from time to time), the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Company (or, with respect to calculations to be made by the relevant Issuing Lender, such Issuing Lender and the Company), or, in the absence of such an agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent (or, with respect to calculations to be made by the relevant Issuing Lender, such Issuing Lender) in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about such time as the Administrative Agent (or, with respect to calculations to be made by the relevant Issuing Lender, such Issuing Lender) shall elect after determining that such rates shall be the basis for determining the Exchange Rate, on such date for the purchase of Dollars for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent (or, with respect to calculations to be made by the relevant Issuing Lender, such Issuing Lender) may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

Excluded Foreign Subsidiary has the meaning specified in Section 8.2(b).

Excluded Taxes means, with respect to the Administrative Agent, any Lender, any Issuing Lender or any other recipient of any payment to be made by or on account of any obligation of the Company hereunder, (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) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Company under this Agreement) or (ii) such Lender changes its Lending Office or designates a Conduit Lender, except in each case to the extent that, pursuant to Section 5.23(b), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender 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 5.23(g) and (d) any U.S. federal withholding Taxes imposed under FATCA.

Existing Credit Agreement means the Second Amended and Restated Credit Agreement dated as of August 3, 2012, as amended, supplemented or otherwise modified, among, inter alios, BEA, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

Existing Letters of Credit has the meaning specified in Section 2.3(a).

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Existing Maturity Date has the meaning specified in Section 3.10(a).

Extension Effective Date has the meaning specified in Section 3.10(a).

Extensions of Credit means the collective reference to Loans made and Letters of Credit issued under this Agreement.

Facility means each of (i) the Term Facility, (ii) the Revolving Credit Facility, and (iii) the Incremental Commitments and Incremental Loans (if any) made thereunder.

FATCA means Sections 1471 through 1474 of the Code (or any amended or successor provisions that are substantively similar) and any regulations thereunder or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

Federal Funds Effective Rate has the meaning assigned it in the definition of “ABR”.

Finance Document means (i) each Credit Document, (ii) each Swap Contract between one or more Credit Parties and a Hedge Bank evidencing Swap Obligations permitted hereunder and (iii) each Cash Management Agreement between any Credit Party and a Cash Management Bank, and Finance Documents means all of them, collectively.

Finance Obligations means, at any date, (i) all Obligations, (ii) all Swap Obligations of a Credit Party permitted hereunder owed or owing under any Swap Contract to any Hedge Bank and (iii) all Cash Management Obligations owing under any Cash Management Agreement to a Cash Management Bank.

Finance Party means the Administrative Agent, the Issuing Lender, the Swing Line Lender or any other Lender.

First Tier Foreign Subsidiary means a Foreign Subsidiary held directly by the Company or another Credit Party.

Foreign Lender means any Lender that is organized under the laws of a jurisdiction other than that in which the Company is a resident for tax purposes.  For purposes of this definition, the United States, each state thereof, and the District of Columbia shall be deemed to constitute a single jurisdiction.

Foreign Subsidiary means any Subsidiary of the Company which is organized under the laws of any jurisdiction outside the United States (within the meaning of Section 7701(a)(9) of the Code).

Foreign-Subsidiary Holding Company means any Restricted Subsidiary substantially all of whose assets consist of Equity Interests in Persons that are CFCs.

Form 10 means the registration statement on Form 10 filed by KLX with the SEC on August 29, 2014, as amended by Amendment No. 1 thereto filed with the SEC on

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October 10, 2014, and by Amendment No. 2 thereto filed with the SEC on November 13, 2014, and shall include any further amendment thereto filed with the SEC (but shall not include any such amendment after the Effective Date, to the extent that such amendments change the terms or structure of the Spin-Off or the transactions to occur in connection therewith in a manner that is adverse in any material respect to the Company or the Lenders and that shall not have been approved by the Joint Lead Arrangers (such approval not to be unreasonably withheld, delayed or conditioned)).

GAAP means generally accepted accounting principles in the United States of America in effect on the date of this Agreement.

Governmental Authority means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting regulatory capital rules or standards (including, without limitation, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

Guaranty means a Guaranty, substantially in the form of Exhibit I hereto, made by one or more Subsidiary Guarantors in favor of the Secured Parties, together with each other guaranty or guaranty supplement delivered pursuant to Section 8.10 or Section 9.15 of this Agreement.

Hedge Bank means any Person that, at the time it enters into a Swap Contract or on the Effective Date, is a Lender or a Joint Lead Arranger or an Affiliate of a Lender or a Joint Lead Arranger, in its capacity as a party to such Swap Contract.

Impacted Interest Period has the meaning assigned to it in the definition of “LIBOR”.

Incremental Commitments has the meaning specified in Section 3.1.

Incremental Commitments Effective Date has the meaning specified in Section 3.5.

Incremental Equivalent Debt has the meaning specified in Section 9.2(n).

Incremental Facility Amendment has the meaning specified in Section 3.4.

Incremental Facility Closing Date has the meaning specified in Section 3.6

Incremental Lender has the meaning specified in Section 3.3.

Incremental Loans has the meaning specified in Section 3.1.

Incremental Revolving Credit Loans has the meaning specified in Section 3.1.

Incremental Term Commitment has the meaning specified in Section 3.1.

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Incremental Term Loan Commitment Percentage means, as to any Lender at any time, the percentage which such Lender’s Incremental Term Commitment constitutes of all of the Incremental Term Commitments.

Incremental Term Loan Tranche has the meaning specified in Section 3.1.

Incremental Term Loans has the meaning specified in Section 3.1.

Indebtedness means, of any Person, at any particular date, (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current trade payables or liabilities and deferred payment for services to employees or former employees incurred in the ordinary course of business and payable in accordance with customary practices and other deferred compensation arrangements), (ii) the face amount of all letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder, (iii) all liabilities (other than Lease Obligations) secured by any Lien on any property owned by such Person, to the extent attributable to such Person’s interest in such property, even though such Person has not assumed or become liable for the payment thereof, (iv) obligations of such Person under Capital Leases and (v) all indebtedness of such Person arising under acceptance facilities; but excluding (x) any obligation resulting from the existence of deferred revenue, including customer deposits and interest thereon in the ordinary course of business, (y) deferred rent, and (z) trade and other accounts and accrued expenses payable in the ordinary course of business in accordance with customary trade terms and in the case of both clauses (x) and (z) above, which are not overdue for a period of more than 120 days or, if overdue for more than 120 days, as to which a dispute exists and adequate reserves in conformity with GAAP have been established on the books of such Person.

Indemnified Person has the meaning specified in Section 12.5(a)(iv).

Indemnified Taxes means Taxes other than Excluded Taxes and Other Taxes.

Information has the meaning specified in Section 12.13(a).

Insolvency means, with respect to a Multiemployer Plan, the condition that such Plan is insolvent within the meaning of such term as used in Section 4245 of ERISA.

Insurance Proceeds means all insurance proceeds (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), damages, awards, claims and rights of action with respect to any Casualty.

Interest Coverage Ratio has the meaning specified in Section 9.1(b).

Interest Payment Date means (i) as to ABR Loans, the last day of each March, June, September and December, commencing on the first such day to occur after any ABR Loans are made or any Eurodollar Loans are converted to ABR Loans, (ii) as to any Eurodollar Loan in respect of which the Company has selected an Interest Period of one,

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two or three months (or any shorter period as agreed by the Lenders), the last day of such Interest Period, (iii) as to any Eurodollar Loan in respect of which the Company has selected an Interest Period in excess of three months (as may be agreed by the Lenders), the day which is three months after the date on which such Eurodollar Loan is made or continued as a Eurodollar Loan or an ABR Loan is converted to such a Eurodollar Loan, the first day of any subsequent three-month period and the last day of such Interest Period and (iv) the Revolving Credit Termination Date.

Interest Period means, with respect to any Eurodollar Loan:

(i)                                    initially, the period commencing on, as the case may be, the Borrowing Date or conversion or continuation date with respect to such Eurodollar Loan and ending one, two, three or six months thereafter (or such shorter or longer periods as the Lenders of the applicable tranche of Loans may agree) as selected by the Company in its notice of borrowing as provided in Section 5.1 or its notice of conversion or continuation as provided in Section 5.3; and

(ii)                                 thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six months thereafter (or such shorter or longer periods as the Lenders of the applicable tranche of Loans may agree) as selected by the Company by irrevocable notice to the Administrative Agent no later than 1:00 P.M. New York City time three Business Days prior to the last day of the then current Interest Period with respect to such Eurodollar Loan; provided that the foregoing provisions relating to Interest Periods are subject to the following:

(A)                               if any Interest Period would otherwise end on a day which is not a Business Day, that Interest Period shall be extended to the next succeeding Business Day, unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day;

(B)                               any Interest Period that would otherwise extend beyond the Revolving Credit Termination Date, shall end on the Revolving Credit Termination Date, or if the Revolving Credit Termination Date shall not be a Business Day, on the next preceding Business Day;

(C)                               if the Company shall fail to give notice as provided above in clause (b), it shall be deemed to have selected a conversion of a Eurodollar Loan into an ABR Loan (which conversion shall occur automatically and without need for compliance with the conditions for conversion set forth in Section 5.3); and

(D)                               any Interest Period that begins on the last day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar

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month at the end of such Interest Period) shall end on the last Business Day of a calendar month.

Interpolated Rate means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period; and (b) the LIBO Screen Rate for the shortest period (for which that LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such time.

Investment has the meaning specified in Section 9.7.

Issuing Lender means JPMCB or any other Lender (or their respective Affiliates) which agrees to be an Issuing Lender and is designated by the Company and the Administrative Agent as an Issuing Lender, as issuer of Letters of Credit.

Joint Lead Arrangers means ▇.▇. ▇▇▇▇▇▇ Securities LLC, Citigroup Global Markets Inc., ▇▇▇▇▇▇▇ Sachs Bank USA, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. and ▇▇▇▇▇ Fargo Securities, LLC.

JPMCB means JPMorgan Chase Bank, N.A, and its successors.

KLX has the meaning specified in the preamble hereof.

Laws means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directives, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

L/C Application means a letter of credit application in the Issuing Lender’s then customary form for the type of letter of credit requested.

L/C Disbursement means a payment made by an Issuing Lender pursuant to a Letter of Credit.

L/C Participating Interest means the Dollar Equivalent of an undivided participating interest in the face amount of each issued and outstanding Letter of Credit and the L/C Application relating thereto.

Lease Obligations means, of the Company and its Restricted Subsidiaries, as of the date of any determination thereof, the rental commitments of the Company and its Restricted

24

Subsidiaries determined on a consolidated basis, if any, under Operating Leases (net of rental commitments from sub-leases thereof).

Leaseholds means, with respect to any Person, all of the right, title and interest of such Person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.

Lender means each bank or other lending institution listed on Schedule 1A, each Eligible Assignee that becomes a Lender pursuant to Section 12.6(c), each Incremental Lender that becomes a Lender pursuant to Article 3 and their respective successors and shall include, as the context may require, the Issuing Lender and the Swing Line Lender in such capacities.

Lender Affiliate means (i) any Affiliate of any Lender, (ii) any Person that is administered or managed by any Lender and that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities and (iii) with respect to any Lender which is a fund that invests in commercial loans and similar extensions of credit, any other fund that invests in commercial loans and similar extensions of credit and is managed or advised by the same investment advisor/manager as such Lender or by an Affiliate of such Lender or investment advisor/manager.

Lender Participation Notice has the meaning specified in Section 5.5(c)(iii).

Lending Office means, with respect to any Lender, (i) with respect to its ABR Loans, the office of such Lender which will be making or maintaining its ABR Loans and (ii) with respect to its Eurodollar Loans, its Eurodollar Lending Office.

Letter of Credit means a letter of credit issued by an Issuing Lender pursuant to the terms of Section 2.3.

LIBOR means, for any Interest Period with respect to any Eurodollar Loan, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for U.S. Dollars for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; in each case the LIBO Screen Rate) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided further that if the Screen Rate shall not be available at such time for such Interest Period (an Impacted Interest Period) then LIBOR shall be the Interpolated Rate; provided that if any Interpolated Rate shall be less than

25

zero, such rate shall be deemed to be zero for purposes of this Agreement; provided that, solely in the case the Term Loans, LIBOR shall not be less than 0.75% per annum.

LIBO Screen Rate has the meaning assigned to it in the definition of “LIBOR”.

Lien means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the UCC or comparable law of any jurisdiction in respect of any of the foregoing, except for the filing of financing statements in connection with Lease Obligations to the extent that such financing statements relate to the property subject to such Lease Obligations).

Loans means the collective reference to the Term Loans, Revolving Credit Loans, the Swing Line Loans and the Incremental Loans, if any; individually, a Loan.

Material Adverse Effect means (i) a material adverse effect on the business, financial condition, assets, or results of operations of the Company and its Subsidiaries taken as a whole, (ii) a material impairment of the ability of the Company and the other Credit Parties, taken as a whole, to perform any of its obligations under any Credit Document to which it is a party, (iii) a material impairment of the rights and remedies of the Lenders under any Credit Document or (iv) a material adverse effect upon the legality, validity, binding effect or enforceability against any Credit Party of any Credit Documents to which it is a party.

Material Indebtedness means any Indebtedness of the Company or any of its Restricted Subsidiaries in a principal amount equal to or greater than $20,000,000.

Materials of Environmental Concern means any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, including, without limitation, asbestos, polychlorinated biphenyls and urea-formaldehyde insulation, medical waste and radioactive materials, in each case, as regulated by any applicable Environmental Laws.

Material Subsidiary means each Restricted Subsidiary (a) the Consolidated Total Assets of which equal 7.5% or more of the Consolidated Total Assets of the Company and the Restricted Subsidiaries or (b) the Consolidated EBITDA of which equals 7.5% or more of the Consolidated EBITDA of the Company and the Restricted Subsidiaries, in each case as of the end of or for the most recent period of four consecutive fiscal quarters of the Company for which financial statements have been delivered pursuant to Section 8.1(a) or 8.1(b) (or, prior to the first delivery of any such financial statements, as set forth in the definition of Consolidated EBITDA for the fiscal quarters specified therein); provided that if, at the end of or for any such most recent period of four consecutive fiscal quarters, the combined Consolidated Total Assets or combined Consolidated EBITDA of all

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Restricted Subsidiaries that under clauses (a) and (b) above would not constitute Material Subsidiaries shall have exceeded 7.5% of the Consolidated Total Assets of the Company and the Restricted Subsidiaries or 7.5% of the Consolidated EBITDA of the Company and the Restricted Subsidiaries, respectively, then one or more of such excluded Restricted Subsidiaries shall for all purposes of this Agreement be designated by the Company to be Material Subsidiaries, until such excess shall have been eliminated.

Maturity Date means the Revolving Credit Termination Date, the Term Loan Maturity Date or the maturity date with respect to any Class of Incremental Term Loans, as the context requires.

Maturity Date Extension Request means a request by the Company, in the form of  Exhibit K hereto or such other form as shall be approved by the Administrative Agent, for the extension of the applicable Maturity Date pursuant to Section 3.10.

Measurement Period has the meaning specified in the definition of “Consolidated EBITDA.”

▇▇▇▇▇’▇ means ▇▇▇▇▇’▇ Investors Service, Inc., a Delaware corporation, and its successors or, absent any such successor, such nationally recognized statistical rating organization as the Company and the Administrative Agent may select.

Mortgage means, in the case of owned real property interests, a mortgage or deed of trust, in a form to be reasonably agreed between the Company and the Administrative Agent, including any Credit Party, the Collateral Agent and one or more trustees, as the same may be amended, modified or supplemented from time to time.

Multiemployer Plan means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

Net Proceeds means:  (i) with respect to an Asset Sale, the aggregate cash proceeds received by the Company or any Restricted Subsidiary in respect of such Asset Sale, and any cash payments received in respect of promissory notes or other non-cash consideration delivered to the Company or such Restricted Subsidiary in respect of an Asset Sale, net of (without duplication) (A) the reasonable expenses (including legal fees and brokers’ and underwriters’ commissions paid to third parties which are not Affiliates or Subsidiaries of the Company) incurred in effecting such Asset Sale, (B) any taxes reasonably attributable to such Asset Sale and, in case of an Asset Sale in a foreign jurisdiction, any taxes reasonably attributable to the repatriation of the proceeds of such Asset Sale reasonably estimated by the Company or such Restricted Subsidiary to be actually payable, (C) any amounts payable to a Governmental Authority triggered as a result of any such Asset Sale, (D) any Indebtedness or Contractual Obligation of the Company and its Restricted Subsidiaries (other than the Loans and other Obligations) required to be paid or retained in connection with such Asset Sale and (E) the aggregate amount of reserves required in the reasonable judgment of the Company or such Restricted Subsidiary to be maintained on the books of the Company or such Restricted

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Subsidiary in accordance with GAAP in order to pay contingent liabilities with respect to such Asset Sale; provided that amounts deducted from aggregate proceeds pursuant to clause (E) and not actually paid by the Company or any of its Restricted Subsidiaries in liquidation of such contingent liabilities shall be deemed to be Net Proceeds and shall be applied in accordance with Section 5.6 at such time as such contingent liabilities shall cease to be obligations of the Company or any of its Restricted Subsidiaries; and (ii) with respect to any Qualifying Equity Issuance, the cash proceeds received from such Qualifying Equity Issuance, net of (A) attorneys’ fees, investment banking fees, accountants’ fees, brokers and underwriters’ commissions, indemnity discounts and commissions and other customary fees and expenses actually incurred in connection therewith, and (B) any taxes reasonably attributable to such Qualifying Equity Issuance.

Notes means the collective reference to any promissory notes evidencing Loans.

Not Otherwise Applied means, with reference to any amount of Net Proceeds of any Qualifying Equity Issuance or Excess Cash Flow, the proceeds of Condemnation Awards or any Insurance Proceeds, 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 receipt of such amount or utilization of such amount for a specified purpose.

Obligations means the unpaid principal of and interest on the Loans and all other obligations and liabilities of the Company to the Agents or any Lenders (including, without limitation, interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, related to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, the Loans, the other Credit Documents, any Letter of Credit or L/C Application, or any other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees and disbursements of counsel to the Agents or any Lender or any such Affiliate) or otherwise.

Offered Loans has the meaning specified in Section 5.5(c)(iii).

Operating Lease means, as applied to any Person, a lease (including leases which may be terminated by the lessee at any time) of any property (whether real, personal or mixed) by such Person as lessee which is not a Capital Lease.

Organization Documents means:  (i) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-United States jurisdiction); (ii) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (iii) with respect to any partnership, joint venture, trust or other

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form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

Other Connection Taxes means, with respect to a Lender (including an Issuing Lender) or the Administrative Agent or any other recipient of any payment to be made by or on account of any obligation of the Company hereunder, 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 all present or future stamp or documentary Taxes or any other excise or property Taxes or similar Taxes arising from any payment made hereunder or under any other Credit Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Credit Document, but excluding property or similar Taxes imposed in such circumstances as a result of the Company or other Credit Party being organized or resident in, maintaining an office in, conducting business in or maintaining property located in, the taxing jurisdiction imposing such property or similar Taxes.

Participant Register has the meaning specified in Section 12.6(b).

Participants has the meaning specified in Section 12.6(b).

Participating Lender means any Lender (other than the Issuing Lender with respect to such Letter of Credit) with respect to its L/C Participating Interest in each Letter of Credit.

PBGC means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

Permitted Acquisitions means non-hostile acquisitions (by merger, purchase or otherwise) by the Company or any of its Restricted Subsidiaries of all or substantially all of the assets of, or all of the shares of the capital stock or other Equity Interests in, a Person or division or line of business of a Person engaged in the same business as the Company and its Subsidiaries or in a related business, provided that immediately after giving effect thereto:  (i) except for Permitted Joint Ventures, 100% (less the amount of such capital stock or other Equity Interests, if any, not exceeding 5% in the aggregate thereof, attributable to director qualifying shares, shares required by the jurisdiction of organization of such Person to be held by management or other third party and such additional shares the current ownership of which, at the time of such Permitted

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Acquisition, cannot, after commercially reasonable efforts by the Company and its Restricted Subsidiaries, be identified or acquired) of the outstanding capital stock or other Equity Interests of any acquired or newly formed corporation or other entity that acquires such Person, division or line of business is owned directly by the Company or a Restricted Subsidiary; (ii) any such capital stock or other Equity Interests acquired by the Company or any Subsidiary Guarantor shall be duly and validly pledged to the Collateral Agent for the ratable benefit of the Lenders (other than any capital stock of, or other Equity Interests in, any Subsidiary that is not required to be so pledged pursuant to Section 8.10); (iii) the Company causes any such corporation or other entity to comply with Section 8.10 hereof, if such Section is applicable; (iv) any such corporation or other entity is not liable for and the Company and its Restricted Subsidiaries do not assume any Indebtedness (except for Indebtedness permitted pursuant to Section 9.2); (v) no Default or Event of Default shall have occurred and be continuing and the Company shall have delivered to the Administrative Agent an officers’ certificate to such effect, together with all relevant financial information for such corporation or other entity or acquired assets; and (vi) at the time of any such acquisition (and after giving effect to loans, advances and investments in connection therewith or pursuant thereto) the Company would be in compliance with the covenants set forth in Section 9.1 as of the most recently completed period of four consecutive fiscal quarters ending prior to such acquisition for which the financial statements and certificates required by Section 8.1 and 8.2 have been delivered or for which comparable financial statements have been filed with the Securities and Exchange Commission, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in Sections 9.6 and 9.7 occurring after such period) as if such acquisition had occurred as of the first day of such period.  All pro forma calculations required to be made pursuant to this definition shall (A) include only those adjustments that are based on reasonably detailed written assumptions reasonably acceptable to the Administrative Agent and (B) be certified to by a Responsible Officer on behalf of the Company as having been prepared in good faith based upon reasonable assumptions.

Permitted Encumbrances means (i) those liens, encumbrances and other matters affecting title to any mortgaged property listed in the title policies in respect thereof and found, on the date of delivery of any such title policy to the Collateral Agent in accordance with the terms hereof, reasonably acceptable by the Collateral Agent, (ii) zoning, building codes, land use and other similar Laws and municipal ordinances which are not violated in any material respect by the existing improvements and the present use by the mortgagor of the Premises (as defined in the respective Mortgage) and (iii) such other items to which the Collateral Agent may consent (such consent not to be unreasonably withheld).

Permitted Foreign Acquisitions means non-hostile acquisitions (by merger, purchase or otherwise) by a Foreign Subsidiary of the Company that is a Restricted Subsidiary of all or substantially all of the assets of, or all of the shares of the capital stock or other Equity Interests in, a Person or division or line of business of a Person which is engaged in the

30

same business as the Company and its Subsidiaries or in a related business; provided that immediately after giving effect thereto:  (i) such acquired Person or the Person directly owning such division, line of business or other assets shall be a Consolidated Subsidiary; (ii) 100% (less the amount of such capital stock or other Equity Interests, if any, not exceeding 5% in the aggregate thereof, attributable to director qualifying shares, shares required by the jurisdiction of organization of such Person to be held by management or other third party and such additional shares the current ownership of which, at the time of such Permitted Foreign Acquisition, cannot, after commercially reasonable efforts by the Company and its applicable Foreign Subsidiaries, be identified or acquired) of the outstanding capital stock or other Equity Interests of any acquired or newly formed corporation or other entity that acquires such Person, division or line of business is owned directly or indirectly by a First Tier Foreign Subsidiary; (iii) 65.0% of all outstanding capital stock or other Equity Interests of such First Tier Foreign Subsidiary shall be duly and validly pledged to the Collateral Agent for the ratable benefit of the Lenders; (iv) neither the applicable First Tier Foreign Subsidiary nor any such other corporation or other entity is liable for, and the Company and its Restricted Subsidiaries do not assume, any Indebtedness (except for Indebtedness permitted pursuant to Section 9.2(m)); (v) no Default or Event of Default shall have occurred and be continuing and the Company shall have delivered to the Administrative Agent an officers’ certificate to such effect, together with all relevant financial information for such corporation or other entity or acquired assets; and (vi) at the time of any such acquisition (and after giving effect to loans, advances and investments in connection therewith or pursuant thereto) the Company would be in compliance with the covenants set forth in Section 9.1 as of the most recently completed period of four consecutive fiscal quarters ending prior to such acquisition for which the financial statements and certificates required by Sections 8.1 and 8.2 have been delivered or for which comparable financial statements have been filed with the Securities and Exchange Commission, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in Sections 9.6 and 9.7 occurring after such period) as if such acquisition had occurred as of the first day of such period.  All pro forma calculations required to be made pursuant to this definition shall (A) include only those adjustments that are based on reasonably detailed written assumptions reasonably acceptable to the Administrative Agent and (B) be certified to by a Responsible Officer on behalf of the Company as having been prepared in good faith based upon reasonable assumptions.

Permitted Joint Ventures means acquisitions (by merger, purchase, formation of partnership, joint venture or otherwise) by the Company or a Restricted Subsidiary not constituting Permitted Acquisitions or Permitted Foreign Acquisitions of interests in any of the assets of, or shares of the capital stock of or other Equity Interests in, a Person or division or line of business of a Person engaged in the same business as the Company or any of its Subsidiaries or in a related business, provided that immediately after giving effect thereto:  (i) any outstanding capital stock or other Equity Interests of any acquired or newly formed corporation or other entity owned directly by the Company or a Subsidiary Guarantor is duly and validly pledged to the Collateral Agent for the ratable

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benefit of the Lenders if and to the extent required to be so pledged pursuant to the definition of Pledge and Security Agreement or pursuant to Section 8.10; and (ii) no Default or Event of Default shall have occurred and be continuing, and the Company shall have delivered to the Administrative Agent an officers’ certificate to such effect, together with all relevant financial information for such corporation or other entity or acquired assets.

Permitted Liens means any Liens permitted under Section 9.3.

Permitted Loan Purchase has the meaning specified in Section 12.6(j).

Permitted Loan Purchase Assignment and Acceptance means an assignment and acceptance entered into by a Lender as an Assignor and the Company and/or any other Subsidiary of the Company, as an Assignee, and accepted by the Administrative Agent, in the form of Exhibit C-2 or such other form as shall be approved by the Administrative Agent and the Company (such approval not to be unreasonably withheld or delayed).

Person means an individual, partnership, corporation, business trust, joint stock company, trust, limited liability company, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

Plan means any pension plan which is covered by Title IV of ERISA and in respect of which the Company or a Commonly Controlled Entity is an employer as defined in Section 3(5) of ERISA.

Platform has the meaning specified in Section 8.2.

Pledge and Security Agreement means the Pledge and Security Agreement dated as of December 16, 2014 among the Company, the Credit Parties from time to time party thereto and the Collateral Agent for the ratable benefit of the Secured Parties, a copy of which is attached as Exhibit A hereto, as the same may be amended, modified or supplemented in accordance with its terms from time to time.

Pledge and Security Agreements means the collective reference to the Pledge and Security Agreement and any other pledge agreement or security agreement entered into by a Credit Party and the Collateral Agent (on substantially the same terms as the Pledge and Security Agreement) in accordance with Section 8.10.

Pledged Collateral has the meaning specified for the term Collateral in the Pledge and Security Agreements.

Prime Rate has the meaning assigned it in the definition of “ABR”.

Properties means each parcel of real property currently or previously owned or operated by the Company or any Restricted Subsidiary.

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Proposed Discounted Prepayment Amount has the meaning specified in Section 5.5(c)(ii).

Public Lender has the meaning specified in Section 8.2.

Qualifying Equity Issuance means any Equity Issuance if:  (i) after giving effect thereto, no Change of Control shall have occurred; (ii) the Equity Interests issued in such Equity Issuance shall be issued in a private placement exempt from registration under the Securities Act; and (iii) the Net Proceeds thereof shall be used (without duplication and only to the extent Not Otherwise Applied) only (A) to make Qualified Stock Repurchases pursuant to Section 9.9(d), (B) to make Investments pursuant to Section 9.7(m) and (C) to pay dividends and distributions under Section 9.9(e).

Qualifying Lenders has the meaning specified in Section 5.5(c)(iv).

Qualifying Loans has the meaning specified in Section 5.5(c)(iv).

Qualified Stock Repurchases means, collectively, one or more open market or privately negotiated purchases by the Company for cash of the Company’s issued and outstanding shares of common stock if each share of common stock so purchased is retired and cancelled (and returned to the status of authorized and unissued shares) promptly following the consummation of such repurchase.

Ratings Agencies means S&P and ▇▇▇▇▇’▇.

Real Property means, with respect to any Person, all of the right, title and interest of such Person in and to land, improvements and fixtures, including Leaseholds.

Refinancing has the meaning specified in the preamble hereof.

Refunded Swing Line Loans has the meaning specified in Section 2.7(b).

Register has the meaning specified in Section 12.6(d).

Regulation D, O, T, U or X means Regulation D, O, T, U or X, respectively, of the Board, as amended, or any successor regulation.

Related Document means any agreement, certificate, document or instrument relating to a Letter of Credit.

Related Parties has the meaning specified in Section 12.5(a)(iv).

Reorganization means, with respect to a Multiemployer Plan, the condition that such Plan is in reorganization as such term is used in Section 4241 of ERISA.

Reportable Event means any of the events set forth in Section 4043(c) of ERISA or the regulations thereunder.

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Repricing Transaction means (i) any prepayment or repayment of the Term Loans, in whole or in part, with the proceeds of, or conversion of any portion of the Term Loans into, any new or replacement tranche of term loans bearing interest with an “effective yield” (taking into account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loans) less than the “effective yield” applicable to such portion of the Term Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) but excluding any new or replacement loans incurred in connection with a change of control and (ii) any amendment to the Facilities with respect to the Term Loans which reduces the “effective yield” applicable to the Term Loans (and any assignment pursuant to Section 5.22 provisions in connection therewith), in the case of each of clauses (i) and (ii), solely to the extent the primary purpose of such replacement or amendment, as reasonably determined by the Company in good faith, is to reduce the “effective yield” on the Term Loans provided that it shall not constitute a Repricing Transaction if the applicable replacement indebtedness or amendment is in connection with an initial public offering or a Change of Control.

Required Lenders means, at a particular time, and subject to Section 5.24(b), Lenders that hold more than 50% of the sum of (i) the Revolving Credit Commitments or if the Revolving Credit Commitments have been cancelled, the sum of (A) the aggregate then outstanding principal amount of the Revolving Credit Loans, plus (B) the L/C Participating Interests in the aggregate amount then available to be drawn under all outstanding Letters of Credit, plus (C) the Dollar Equivalent of the aggregate then outstanding principal amount of Revolving L/C Obligations plus (D) the aggregate amount represented by the agreements of the Lenders in Sections 2.7(b) and (c) with respect to the Swing Line Loans then outstanding, (ii) from and after any applicable Incremental Facility Closing Date, the aggregate then outstanding principal amount of the related Incremental Loans or, prior to any applicable Incremental Facility Closing Date and after the applicable Incremental Commitments Effective Date, the related Incremental Commitments, and (iii) the outstanding Term Loans.

Required Revolving Lenders means, at a particular time, and subject to Section 5.24(b), Lenders that hold more than 50% of the Revolving Credit Commitments or if the Revolving Credit Commitments have been cancelled, the sum of (A) the aggregate then outstanding principal amount of the Revolving Credit Loans, plus (B) the L/C Participating Interests in the aggregate amount then available to be drawn under all outstanding Letters of Credit, plus (C) the Dollar Equivalent of the aggregate then outstanding principal amount of Revolving L/C Obligations plus (D) the aggregate amount represented by the agreements of the Lenders in Sections 2.7(b) and (c) with respect to the Swing Line Loans then outstanding.

Requirement of Law means, as to any Person, the Organization Documents of such Person, and any Law (including, without limitation, Environmental Laws), in each case

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applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

Responsible Officer means the chief executive officer or the chief operating officer of the Company or, with respect to financial matters, the chief financial officer, controller, vice president — finance or treasurer of the Company.

Restricted Subsidiary means each Subsidiary other than an Unrestricted Subsidiary.

Revolving Credit Commitment means, as to any Lender, its obligations to make Revolving Credit Loans to the Company pursuant to Section 2.1, and to purchase its L/C Participating Interest in any Letter of Credit in an aggregate amount not to exceed at any time the amount set forth opposite such Lender’s name in Schedule 1A under the heading Revolving Credit Commitment and in an aggregate amount not to exceed at any time the amount equal to such Lender’s Revolving Credit Commitment Percentage of the aggregate Revolving Credit Commitments, as the aggregate Revolving Credit Commitments may be reduced or adjusted from time to time pursuant to this Agreement (including, without limitation, increases pursuant to Article 3); collectively, as to all the Lenders, the Revolving Credit Commitments.  On the Effective Date, the aggregate amount of the Revolving Credit Commitments is $600,000,000.

Revolving Credit Commitment Increase has the meaning specified in Section 3.1.

Revolving Credit Commitment Percentage means, as to any Lender at any time, the percentage which such Lender’s Revolving Credit Commitment constitutes of all of the Revolving Credit Commitments (or, if the Revolving Credit Commitments shall have been terminated, the percentage of the outstanding Aggregate Revolving Credit Extensions of Credit and Swing Line Loans constituted by such Lender’s Aggregate Revolving Credit Extensions of Credit and participating interest in Swing Line Loans).

Revolving Credit Commitment Period means the period from and including the Effective Date to but not including the Revolving Credit Termination Date.

Revolving Credit Facility means the Revolving Credit Commitments and the extensions of credit made thereunder.

Revolving Credit Lenders means the Lenders with Revolving Credit Commitments and/or outstanding Revolving Credit Loans.

Revolving Credit Loan and Revolving Credit Loans has the meaning specified in Section 2.1(b).

Revolving Credit Outstandings means, as to any Lender at a particular time, the sum of (i) the aggregate unpaid principal amount at such time of all Revolving Credit Loans made by such Lender pursuant to Section 2.1 (including any Incremental Revolving Credit Loans), (ii) such Lender’s L/C Participating Interest in the aggregate amount

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available to be drawn at such time under all outstanding Letters of Credit, (iii) such Lender’s Revolving Credit Commitment Percentage of the aggregate outstanding amount of Revolving L/C Obligations and (iv) such Lender’s Revolving Credit Commitment Percentage of the aggregate unpaid principal amount at such time of all Swing Line Loans

Revolving Credit Termination Date means the earliest of (i) the date which is the fifth anniversary of the Effective Date; and (ii) any other date on which the Revolving Credit Commitments shall terminate hereunder.

Revolving L/C Obligations means the obligations of the Company to reimburse the Issuing Lender for any payments made by an Issuing Lender under any Letter of Credit that have not been reimbursed by the Company pursuant to Section 2.6.

Same Day Funds means immediately available funds.

Sanctions means applicable economic or financial sanctions, imposed, administered or enforced from time to time by (a) the U.S. Government, including those administered by the U. S. Department of Treasury Office of Foreign Assets Control, or the U.S. Department of State including but not limited to the International Emergency Economic Powers Act, Trading with the Enemy Act, United Nations Participation Act, Foreign Narcotics Kingpin Designation Act, Comprehensive Iran Sanctions, Accountability, and Divestment Act, Iran Threat Reduction and Syria Human Rights Act, the International Traffic in Arms Regulations, and similar laws, executive orders and regulations concerning sanctions, (b) Her Majesty’s Treasury of the United Kingdom, (c) the European Union, and any European Union member state, or (d) the United Nations Security Council.

Sanctioned Country means, at any time, a country or territory which is itself the subject or target of any Sanctions (as of the Effective Date, Cuba, Iran, North Korea, Sudan and Syria).

Sanctioned Person means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the United States Department of the Treasury or the U.S. Department of State, (b) any Person listed in any Sanctions-related list of designated Persons maintained by the United Nations Security Council, the European Union or any European Union member state, (c) any Person organized or resident in a Sanctioned Country, or (d) any Person that is 50% or more owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).

S&P means Standard & Poor’s Financial Services LLC, a subsidiary of McGraw Hill Financial Inc., and any successor thereto.

Secured Leverage Ratio means, as of any date of determination, the ratio of (i) Consolidated Total Secured Indebtedness as of such date to (ii) Consolidated EBITDA

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for the twelve months ending on the last day of the most recent fiscal quarter for which financial statements required by Section 8.1(a) or (b), as applicable, have been delivered.

Secured Parties means, collectively, the Lenders and any other Persons the obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.

Senior Notes has the meaning specified in the preamble hereof.

Single Employer Plan means any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

Solvent and Solvency mean, with respect to any Person on any date of determination, that on such date (i) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (ii) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (iii) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (iv) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital.  The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Specified Representations has the meaning specified in Section 3.6(b).

Spin-Off has the meaning specified in the preamble hereof.

Spin-Off Documents has the meaning specified in Section 7.1(g)(i).

Statutory Reserve Rate means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBOR, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board).  Such reserve percentage shall include those imposed pursuant to such Regulation D.  Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation.  The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

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Subsidiary means, as to any Person, a corporation, partnership or other entity of which shares of capital stock or other Equity Interests having ordinary voting power (other than capital stock or other equity interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, directly or indirectly, or the management of which is otherwise controlled, directly or indirectly, or both, by such Person.  Unless the context otherwise requires, the term Subsidiary means a Subsidiary of the Company.

Subsidiary Guarantor means each Restricted Subsidiary of the Company that from time to time shall or shall be required to deliver a Guaranty or a Credit Party Accession Agreement or other guaranty or guaranty supplement pursuant to Section 8.10 or 9.15.

Swap Contract means (i) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (ii) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a Master Agreement), including any such obligations or liabilities under any Master Agreement.

Swap Obligation of any Person means all obligations (including, without limitation, any amounts which accrue after the commencement of any bankruptcy or insolvency proceeding with respect to such Person, whether or not allowed or allowable as a claim under any proceeding under any Debtor Relief Law) of such Person in respect of any Swap Contract, excluding any amounts which such Person is entitled to set-off against its obligations under applicable law.

Swing Line Commitment means the Swing Line Lender’s obligation to make Swing Line Loans pursuant to Section 2.7.

Swing Line Lender has the meaning specified in Section 2.7(a).

Swing Line Loan and Swing Line Loans have the meaning specified in Section 2.7(a).

Syndication Agents means, collectively, Citigroup Global Markets Inc. and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, in their capacities as Syndication Agents with respect to the Commitments (each, a Syndication Agent).

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Taxes means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, or other similar charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

Term Commitments means, with respect to each Lender, the commitment, if any, of such Lender, as set forth opposite such Lender’s name on Schedule 1A hereto, to make a Term Loan hereunder on the Effective Date and any commitments to make Incremental Term Loans.  The aggregate Term Commitments as of the Effective Date shall be $2,200,000,000.

Term Facility means the Term Commitments and the extensions of credit thereunder.

Term Lender means a Lender with a Term Commitment or an outstanding Term Loan.

Term Loan means a Loan made pursuant to clause Section 2.1(a).

Term Loan Commitment Percentage means, as to any Lender at any time, the percentage which such Lender’s Term Commitment constitutes of all of the Term Commitments.

Term Loan Maturity Date means December 16, 2021 or if such day is not a Business Date, the first Business Day thereafter.

Total Leverage Ratio has the meaning specified in Section 9.1(a).

Type means, as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.

UCC means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, UCC means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

Uniform Customs means the Uniform Customs and Practice for Documentary Credits (1998 Revision), International Chamber of Commerce Publication No. 500 (or any successor publication), as the same may be amended from time to time.

Unmatured Surviving Obligations means, at any date, contingent indemnification or expense reimbursement claims which are not then due and payable or with respect to which no demand has been made.

Unrestricted Cash and Cash Equivalents means cash and Cash Equivalents that are not, or are not required under the terms of any agreement or arrangement to be, (i) pledged to, subject to a Lien in favor of, or held in one or more accounts under the control (as defined in the New York Uniform Commercial Code) of, one or more creditors of the

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Company or any Subsidiary (other than in favor of the Secured Parties pursuant to the Collateral Documents), (ii) otherwise segregated from the general assets of the Company and its Subsidiaries, in one or more special accounts or otherwise, for the purpose of securing or providing a source of payment for Indebtedness that is or from time to time may be owed to one or more creditors of the Company or any Subsidiary or (iii) identified or identifiable on the balance sheet (or any footnote thereto) of the Company and its Consolidated Subsidiaries as restricted (or other like term) (other than cash or Cash Equivalents which are subject to a perfected security interest under the Collateral Documents).  It is agreed that cash and Cash Equivalents held in ordinary deposit or securities accounts of one or more Credit Parties and not subject to any existing or contingent restrictions on any such Credit Party’s transfer of such cash or Cash Equivalents will be deemed to constitute Unrestricted Cash and Cash Equivalents notwithstanding any contingent and unexercised setoff rights created by law or by applicable account agreements in favor of depositary institutions.

Unrestricted Subsidiaries means (a) any Subsidiary that is formed or acquired after the Effective Date and is designated as an Unrestricted Subsidiary by the Company pursuant to Section 8.10(b) subsequent to the Effective Date and (b) any Subsidiary of an Unrestricted Subsidiary.  As of the Effective Date, there are no Unrestricted Subsidiaries.

U.S. Person means a “United States Person” as defined in Section 7701(a)(30) of the Code.

U.S. Tax Compliance Certificate has the meaning specified in Section 5.23(g)(ii)(B)(III).

Wholly-Owned Domestic Subsidiary means at any date a Wholly-Owned Subsidiary of the Company which is a Domestic Subsidiary at such date, and Wholly-Owned Domestic Subsidiaries means all of them, collectively.

Wholly-Owned Domestic Subsidiary Guarantor means at any date a Wholly-Owned Domestic Subsidiary which is a Credit Party under and in compliance with all Collateral Documents at such date, and Wholly-Owned Domestic Subsidiary Guarantors means all of them, collectively.

Wholly-Owned Restricted Subsidiary means at any date a Wholly-Owned Subsidiary which is a Restricted Subsidiary at such date, and Wholly-Owned Restricted Subsidiaries means all of them, collectively.

Wholly-Owned Subsidiary means, with respect to any Person at any date, any Subsidiary of such Person all of the shares of capital stock or other ownership interests of which (except directors’ qualifying shares) are at the time directly or indirectly owned by such Person.

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1.2                               Other Definitional Provisions

(a)                                 Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in any other Credit Document or any certificate or other document made or delivered pursuant hereto.

(b)                                 As used herein and in any other Credit Document and any certificate or other document made or delivered pursuant hereto, accounting terms relating to the Company and its Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1 to the extent not defined, shall have the respective meanings given to them under GAAP.

(c)                                  The words hereof, herein and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section, Section, schedule and exhibit references are to this Agreement unless otherwise specified.

(d)                                 The meanings given to terms defined herein shall be equally applicable to the singular and plural forms of such terms.

2.                                      AMOUNT AND TERMS OF COMMITMENTS

2.1                               Term Loans and Revolving Credit Commitments

(a)                                 Subject to the terms and conditions hereof, each Term Lender agrees to make a Term Loan to the Company on the Effective Date in a principal amount not exceeding its Term Commitment.  The Term Loans may from time to time be (i) Eurodollar Loans or (ii) ABR Loans.  Amounts repaid in respect of the Term Loans may not be reborrowed.

(b)                                 Subject to the terms and conditions hereof, each Lender agrees to extend credit, in an aggregate amount not to exceed such Lender’s Revolving Credit Commitment, to the Company from time to time on any Borrowing Date during the Revolving Credit Commitment Period by purchasing an L/C Participating Interest in each Letter of Credit issued by the Issuing Lender and by making loans to the Company (Revolving Credit Loans) from time to time.  Revolving Credit Loans shall be denominated in Dollars.  Notwithstanding the foregoing, in no event shall (i) any Revolving Credit Loan or Swing Line Loan be made, or any Letter of Credit be issued, if, after giving effect to such making or issuance and the use of proceeds thereof as irrevocably directed by the Company, the sum of the Aggregate Revolving Credit Extensions of Credit and the aggregate outstanding principal amount of the Swing Line Loans would exceed the aggregate Revolving Credit Commitments or if Section 2.7 would be violated thereby or (ii) any Revolving Credit Loan or Swing Line Loan be made, or any Letter of Credit be issued, if the amount of such Loan to be made or any Letter of Credit to be issued would, after giving effect to the use of proceeds, if any, thereof, exceed the

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Available Revolving Credit Commitments.  During the Revolving Credit Commitment Period, the Company may use the Revolving Credit Commitments by borrowing, repaying the Revolving Credit Loans or Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof, and/or by having the Issuing Lender issue Letters of Credit, having such Letters of Credit expire undrawn upon or if drawn upon, reimbursing the relevant Issuing Lender for such drawing, and having the Issuing Lender issue new Letters of Credit.

(c)                                  Each borrowing of Revolving Credit Loans shall be in an aggregate principal amount of the lesser of (i) $1,000,000 or a whole multiple of $1,000,000 in excess thereof, and (ii) the Available Revolving Credit Commitments, except that any borrowing of a Revolving Credit Loan to be used solely (x) to pay a like amount of Swing Line Loans may be in the aggregate principal amount of such Swing Line Loans or (y) to pay the like amount of an L/C Disbursement may be in the principal amount of such L/C Disbursement.

2.2                               Proceeds of the Loans

The Company shall use the proceeds of the Term Loans to finance, in part, the Refinancing.  The Company shall use the proceeds of Revolving Credit Loans solely for (i) making payments to an Issuing Lender to reimburse the Issuing Lender for drawings made under the Letters of Credit, (ii) repaying Swing Line Loans and Revolving Credit Loans and (iii) financing other working capital or general corporate purposes of the Company or any of its Subsidiaries after the Spin-Off.  Notwithstanding the foregoing, no Credit Party will request any Loans, and no Credit Party shall use, and shall procure that their Subsidiaries and their respective directors, officers, employees and, to the knowledge of any Credit Party, agents shall not use, the proceeds of any Loan (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

2.3                               Issuance of Letters of Credit

(a)                                 The Company may from time to time during the Revolving Credit Commitment Period request any Issuing Lender to issue a Letter of Credit by delivering to the Administrative Agent at its address specified in Section 12.2 and the Issuing Lender an L/C Application completed to the satisfaction of the Issuing Lender, together with the proposed form of the Letter of Credit (which shall comply with the applicable requirements of paragraph (b) below) and such other certificates, documents and other papers and information as the Issuing Lender may reasonably request; provided that if the Issuing Lender informs the Company that it is for any reason unable to open such Letter of Credit, the Company may

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request another Lender to open such Letter of Credit upon the same terms offered to the initial Issuing Lender and if such other Lender agrees to issue such Letter of Credit each reference to the Issuing Lender for purposes of the Credit Documents shall be deemed to be a reference to such Lender.  Letters of Credit shall be denominated in Dollars or in an Alternate Currency.  Each letter of credit listed on Schedule 2.3 (the Existing Letters of Credit) shall be deemed to constitute a Letter of Credit issued hereunder.

(b)                                 Each Letter of Credit issued hereunder shall, among other things, (i) be in such form requested by the Company as shall be acceptable to the Issuing Lender in its sole discretion and (ii) subject to paragraph (c) below, have an expiry date occurring not later than the earlier of (A) 365 days after the date of issuance of such Letter of Credit and (B) five days prior to the Revolving Credit Termination Date.  Each L/C Application and each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.

(c)                                  If the Company so requests in the applicable L/C Application, the Issuing Lender may agree to issue a Letter of Credit that has automatic extension provisions (each, an Auto-Extension Letter of Credit); provided that (x) any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a certain number of days prior to each anniversary of such Letter of Credit’s date of issuance (the Non-Extension Notice Date), such number of days to be agreed upon by the Company and the Issuing Lender at the time such Letter of Credit is issued and (y) such prior notice shall be deemed to have been given by the Issuing Lender on the effective date of its resignation as Issuing Lender in accordance with Section 11.9.  Unless otherwise directed by the Issuing Lender, the Company shall not be required to make a specific request to the Issuing Lender for any such extension.  Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than five days prior to the Revolving Credit Termination Date; provided, however, that the Issuing Lender shall not permit any such extension if (A) the Issuing Lender has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.5 or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Company that one or more of the applicable conditions specified in Section 7.2 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension.

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2.4                               Participating Interests

Effective in the case of each Letter of Credit opened by the Issuing Lender as of the date of the opening thereof, the Issuing Lender agrees to allot and does allot, to itself and each other Revolving Credit Lender, and each Revolving Credit Lender severally and irrevocably agrees to take and does take in such Letter of Credit and the related L/C Application, an L/C Participating Interest in a percentage equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage.  In consideration and in furtherance of the foregoing, each such Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent in Dollars, for the account of the applicable Issuing Lender, such Revolving Credit Lender’s Revolving Credit Commitment Percentage of each L/C Disbursement made by such Issuing Lender, in each case to the extent not reimbursed by the Company on the date due as provided in Section 2.6, or of any reimbursement payment required to be refunded to the Company for any reason.

2.5                               Procedure for Opening Letters of Credit

Upon receipt of any L/C Application from the Company in respect of a Letter of Credit, the Issuing Lender will promptly notify the Administrative Agent thereof and the Administrative Agent will notify each Revolving Credit Lender.  The Issuing Lender will process such L/C Application, and the other certificates, documents and other papers delivered to the Issuing Lender in connection therewith, upon receipt thereof in accordance with its customary procedures and, subject to the terms and conditions hereof, shall promptly open such Letter of Credit by issuing the original of such Letter of Credit to the beneficiary thereof and by furnishing a copy thereof to the Company; provided that no such Letter of Credit shall be issued (i) if the Dollar Equivalent of the amount of such requested Letter of Credit, together with the sum of (A) the Dollar Equivalent of the aggregate unpaid amount of Revolving L/C Obligations outstanding at the time of such request and (B) the Dollar Equivalent of the maximum aggregate amount available to be drawn under all Letters of Credit outstanding at such time, would exceed $50,000,000 or (ii) if Section 2.1 would be violated thereby.

2.6                               Payments in Respect of Letters of Credit

(a)                                 If the Issuing Lender shall make any L/C Disbursement in respect of a Letter of Credit, the Company shall reimburse such L/C Disbursement by paying to the Administrative Agent an amount equal to the Dollar Equivalent of such L/C Disbursement in Dollars, not later than 1:00 P.M., New York City time, on the Business Day immediately following the day that the Company receives notice of such L/C Disbursement; provided that the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.7 or 5.1 that such payment be financed with an ABR Loan, which is a Revolving Credit Loan, or a Swing Line Loan in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be discharged

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and replaced by the resulting ABR Loan which is a Revolving Credit Loan or Swing Line Loan.

(b)                                 If an Issuing Lender shall make any L/C Disbursement, then, unless the Company shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that the Company reimburses such L/C Disbursement, at the rate per annum then applicable to ABR Loans; provided that, if the Company fails to reimburse such L/C Disbursement when due pursuant to paragraph (b) of this Section, then, Section 5.7(c) shall apply.  Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Lender, except that interest accrued on and after the date of payment by any Revolving Credit Lender pursuant to paragraph (a) of this Section to reimburse such Issuing Lender shall be for the account of such Revolving Credit Lender to the extent of such payment.  If the Company fails to make such payment when due, then the Administrative Agent shall notify the applicable Issuing Lender and each other applicable Revolving Credit Lender of the applicable L/C Disbursement, the payment then due from the Company in respect thereof and such Revolving Credit Lender’s Revolving Credit Commitment Percentage thereof.  Promptly following receipt of such notice, each applicable Revolving Credit Lender shall pay to the Administrative Agent in Dollars its Revolving Credit Commitment Percentage of the payment then due from the Company (and Section 5.18(b) shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Lender in Dollars the amounts so received by it from such Revolving Credit Lender.  Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Revolving Credit Lenders and the applicable Issuing Lender as their interests may appear.  Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse any Issuing Lender for any L/C Disbursement (other than the funding of ABR Loans or a Swing Line Loan as contemplated above) shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such L/C Disbursement.

(c)                                  Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Revolving Credit Lender’s pro-rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will distribute to such other Revolving Credit Lender, through the Administrative Agent, the Dollar Equivalent its pro-rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to

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reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded); provided that, in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Revolving Credit Lender will promptly return to the Issuing Lender, through the Administrative Agent, any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

2.7                               Swing Line Commitment

(a)                                 Subject to the terms and conditions hereof, JPMCB (in such capacity, the Swing Line Lender) agrees to make swing line loans (individually, a Swing Line Loan; collectively, the Swing Line Loans) to the Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25,000,000; provided that at no time may the sum of the aggregate outstanding principal amount of the Swing Line Loans and the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitments.  Amounts borrowed by the Company under this Section may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed.  The Swing Line Loans shall be denominated in Dollars and be ABR Loans, and shall not be entitled to be converted into Eurodollar Loans.  The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 1:00 P.M., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of $500,000 or a multiple of $100,000 in excess thereof.  The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to the Company by crediting the account of the Company designated by the Company with such proceeds by 4:00 P.M., New York City time; provided that Swing Line Loans used to finance the reimbursement of an L/C Disbursement as provided in Section 2.6 shall be remitted by the Administrative Agent to the applicable Issuing Lender.  The proceeds of Swing Line Loans may be used solely for the purposes referred to in Section 2.2.

(b)                                 The Swing Line Lender at any time in its sole and absolute discretion may, and on the fifth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf), request each Revolving Credit Lender to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the Refunded Swing Line Loans) outstanding on the date such notice is given.  Unless any of the events described in Section 10.1(f) shall have occurred (in which event the procedures of paragraph (c) of this Section shall apply) each Revolving Credit Lender shall make the proceeds of its

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Revolving Credit Loan available to the Swing Line Lender for the account of the Swing Line Lender prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given.  The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans.

(c)                                  If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this Section one of the events described in paragraph (f) of Article 10 shall have occurred, each Revolving Credit Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans.  Each Revolving Credit Lender will immediately transfer to the Swing Line Lender, in Same Day Funds, the amount of its participation.

(d)                                 Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will distribute to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Credit Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender.

2.8                               Participations

Each Revolving Credit Lender’s obligation to purchase participating interests pursuant to Section 2.4 and clauses (b) and (c) of Section 2.7 is absolute and unconditional as set forth in Section 5.16.

2.9                               Amortization of Term Loans

(a)                                 The Company shall repay the principal of the Term Loans on the last day of each calendar quarter, commencing January 1, 2015 (or, if the last day of any such quarter shall not be a Business Day, then on the next succeeding Business Day), in an amount for each such payment equal to 0.25% of the aggregate principal amount of the Term Loans made on the Effective Date. To the extent not previously paid, all Term Loans, plus accrued interest, shall be due and payable on the Term Loan Maturity Date.

(b)                                 At the option of the Company, any prepayment of a Term Loan shall be applied to reduce any subsequent scheduled amortization payments  (including the balance

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due on the Term Loan Maturity Date) of the Term Loan to be made pursuant to this Section as specified by the Company in a notice delivered to the Administrative Agent (or, in the absence of any such specification, ratably in accordance with the amounts of such installments).

3.                                      AMOUNT AND TERMS OF INCREMENTAL LOANS; EXTENSION OF MATURITY DATE

3.1                               Requests for Incremental Loans

Upon notice to the Administrative Agent (which shall promptly notify the Lenders) at any time after the Effective Date but prior to the date falling 12 months prior to the Revolving Credit Termination Date, the Company may request (i) incremental term loan commitments or increases in the aggregate amount of any existing Incremental Term Commitments  (each an Incremental Term Commitment and all of them, collectively, the Incremental Term Commitments) and (ii) additional revolving loan commitments or increases in the aggregate amount of Revolving Credit Commitments (each such increase, a Revolving Credit Commitment Increase and all of them, collectively, the Revolving Credit Commitments Increases and together with the Incremental Term Commitments, the Incremental Commitments); provided that after giving effect to any Incremental Commitment, the aggregate amount of Incremental Commitments that have been added pursuant to this Section 3.1 shall not exceed the sum of (x) $275,000,000 plus (y) an additional amount that would not cause the Secured Leverage Ratio as of the last day of and for the most recent period for which the financial covenants set forth in Section 9.1 are or were computed ending on or prior to the date such Incremental Commitments are incurred to exceed 3.50 to 1.00 (calculated on a pro forma basis as of the last day of the fiscal quarter ending immediately preceding the date of the incurrence of such Indebtedness for which the relevant financial information has been delivered to the Lenders pursuant to Section 8.1 or 8.2, as applicable, giving effect to the incurrence of such as if it had been made on the first day of the Measurement Period ending on the last day of such fiscal quarter) (the Available Incremental Amount).  Any loans made in respect of any such Revolving Credit Commitments Increase (the Incremental Revolving Credit Loans) shall be made by increasing the aggregate Revolving Credit Commitments with terms identical to those of the existing Revolving Credit Loans, except as otherwise provided in Section 3.2.  Any Loans made in respect of any Incremental Term Commitments (the Incremental Term Loans and, collectively with any Incremental Revolving Credit Loans, the Incremental Loans) shall be made by creating a new tranche of term loans under this Agreement (an Incremental Term Loan Tranche).

3.2                               Ranking and Other Provisions

The Incremental Loans (i) shall have the same guarantees as, and rank pari passu or (in the case of Incremental Term Loans) junior in right of payment and in respect of lien priority as to the Collateral with the Obligations in respect of the Revolving Credit Commitments, (ii) in the case of Incremental Term Loans, shall not have a weighted average life to maturity that is shorter than the Term Loan Maturity Date, (iii) in the case

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of Incremental Term Loans, shall not mature earlier than the Term Loan Maturity Date, (iv) with respect to any Incremental Revolving Credit Loans, shall be on terms and pursuant to documentation identical as, and treated substantially the same as, the Revolving Credit Loans and (v) with respect to any Incremental Term Loans and except as set forth in this Section 3.2, the terms and documentation thereof, to the extent not consistent with those of the Term Loans, shall be reasonably satisfactory to the Administrative Agent.  The Applicable Margin relating to any Incremental Loans shall be agreed between the Company and the applicable Incremental Lenders, provided that if the initial yield on any Incremental Term Loans (as determined by the Administrative Agent as set forth below) exceeds, by more than 50 basis points (the amount by which such excess amount exceeds 50 basis points being herein referred to as the Yield Differential), the Applicable Margin then in effect for the Term Loans (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the outstanding Term Loans) then the Applicable Margin then in effect for outstanding Term Loans shall automatically be increased by the Yield Differential, effective as of the applicable Incremental Facility Closing Date.  For purposes of the immediately preceding sentence, the initial yield on any Incremental Term Loan shall be determined by the Administrative Agent to be equal to the sum of (x) the Applicable Margin for Incremental Term Loans or Incremental Revolving Credit Loans that bear interest based on the LIBOR rate and (y) if the Incremental Term Loans are originally advanced at a discount or the Incremental Lenders making the same receive a fee directly or indirectly from the Company or any of its Subsidiaries for doing so (the amount of such discount or fee, expressed as a percentage of the Incremental Term Loan Tranche, being referred to herein as OID), the amount of such OID divided by the lesser of (A) the average life to maturity of the Incremental Term Loan Tranche and (B) four, with no present value discount) and any customary arrangement or commitment fees payable to the Joint Lead Arrangers (or their affiliates) in connection with the Term Facility, or to one or more arrangers (or their affiliates) shall be excluded.

3.3                               Notices; Lender Elections

The notice from the Company to the Administrative Agent delivered pursuant to Section 3.1 shall set forth the requested amount and proposed terms of the Incremental Commitments, which proposed terms shall not be inconsistent with the requirements of Section 3.2.  At the time of the sending of such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).  Incremental Loans (or any portion thereof) may be made by any existing Lender or by any other bank or financial institution (any such bank or other financial institution, an Incremental Lender), in each case on terms permitted in this Article 3 and otherwise on terms reasonably acceptable to the Administrative Agent, provided that the Administrative Agent (and, in the case of a Revolving Credit Commitment Increase, the Issuing Lender and the Swing Line Lender) shall have consented (which consent shall not be unreasonably withheld) to such

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Lender’s or Incremental Lender’s, as the case may be, making such Incremental Loans if such consent would be required under Section 12.6 for an assignment of Loans to such Lender or Incremental Lender, as the case may be.  No Lender shall be obligated to provide any Incremental Loans, unless it so agrees.  Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide an Incremental Commitment and, if so, whether by an amount equal to, greater than, or less than its Commitment Percentage of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under all the Loans held by each Lender). Any Lender not responding within such time period shall be deemed to have declined to provide an Incremental Commitment.  The Administrative Agent shall notify the Company and each Lender of the Lenders’ responses to each request made hereunder.  To achieve the full amount of a requested increase, the Company may also invite additional Eligible Assignees to become Incremental Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

3.4                               Incremental Facility Amendment

Incremental Commitments shall become Commitments (or in the case of any Revolving Credit Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Revolving Credit Lender’s Revolving Credit Commitment) under this Agreement pursuant to an amendment (an Incremental Facility Amendment) to this Agreement and, as appropriate, the other Credit Documents, executed by the Company, each Lender agreeing to provide such Commitment, if any, each Incremental Lender, if any, and the Administrative Agent.  An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Article 3.

3.5                               Effective Date and Allocations

If any Incremental Commitments are added in accordance with this Article 3, the Administrative Agent and the Company shall determine the effective date (the Incremental Commitments Effective Date) and the final allocation of such Incremental Commitments.  The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such Incremental Commitments and the Incremental Commitments Effective Date.

3.6                               Conditions to Effectiveness of Increase

The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent, each Lender party thereto, if any, and the Incremental Lenders, if any, be subject to the satisfaction on the date thereof (the Incremental Facility Closing Date) of each of the following conditions:

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(a)                                 the Administrative Agent shall have received on or prior to the Incremental Facility Closing Date each of the following, each dated the Incremental Facility Closing Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent:  (i) the applicable Incremental Facility Amendment; (ii) certified copies of resolutions of the board of directors of each Credit Party approving the execution, delivery and performance of the Incremental Facility Amendment; and (iii) a favorable opinion of counsel for the Credit Parties dated the Incremental Facility Closing Date, to the extent reasonably requested by the Administrative Agent, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent;

(b)                                 (i) the conditions precedent set forth in Section 7.2 shall have been satisfied both before and after giving effect to such Incremental Facility Amendment and the additional Extensions of Credit provided thereby (it being understood that all references to “the obligation of any Lender to make a Loan on the occasion of any Borrowing” shall be deemed to refer to the effectiveness of the Incremental Facility Amendment on the Incremental Facility Closing Date) provided that, with respect to any Incremental Facility Closing Date of Incremental Term Loans, the proceeds of which are to be used to fund a Permitted Acquisition or a Permitted Foreign Acquisition, (x) the only representations and warranties the making and accuracy of which will be a condition to borrowing under Section 7.2(a) will be limited to the Specified Representations (as defined below) and customary specified acquisition agreement representations reasonably requested by the Administrative Agent and (y) at the election of the Company, the certifications to be made by the Company with respect to financial covenant compliance and the existence of a payment or bankruptcy event of default (which shall be the only events of default, the absence of which (and the certifications with respect to which) shall be required in the event of a Permitted Acquisition or Permitted Foreign Acquisition) shall only be required to be made at the time of signing of the relevant acquisition agreement and not at the time of funding.  For purposes hereof, Specified Representations means the representations set forth in Sections 6.1, 6.2, 6.3, 6.4 (but only with respect to the Contractual Obligations of the Company under its organizational documents), 6.6, 6.7, 6.17, 6.19 (to the extent applicable to any new assets being acquired with the proceeds of the applicable Incremental Term Loan Facility), 6.22, 6.23 and 6.24, (ii) all Incremental Loans provided by the applicable Incremental Facility Amendment shall be made on the terms and conditions provided for above and (iii) after giving effect thereto the Company shall be in compliance with the covenants set forth in Section 9.1 calculated on a pro-forma basis as of the last day of the fiscal quarter ending on or immediately preceding the Incremental Facility Closing Date for which the relevant financial information has been delivered to the Lenders pursuant to Section 8.1 or 8.2, as applicable, giving effect to the full amount of the Incremental Loans contemplated by the applicable Incremental Facility

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Amendment as if they had been fully drawn on the first day of the Measurement Period ending on the last day of such fiscal quarter; and

(c)                                  there shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders (including any Person becoming a Lender as part of such Incremental Facility Amendment on the related Incremental Facility Closing Date), as applicable, all fees and expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) invoiced with reasonable supporting documentation that are due and payable on or before the Incremental Facility Closing Date.

3.7                               Effect of Incremental Facility Amendment

On the Incremental Commitments Effective Date, each Lender or Eligible Assignee which is providing an Incremental Commitment (i) shall become a Lender for all purposes of this Agreement and the other Credit Documents and (ii) shall have an Incremental Commitment which shall become a Commitment hereunder.

3.8                               Revolving Credit Commitment Increases

Upon each Revolving Credit Commitment Increase pursuant to this Article 3, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a Revolving Credit Commitment Increase Lender), and each such Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding (A) participation interests hereunder in Letters of Credit and (B) participation interests hereunder in Swing Line Loans, in each case, held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.21.  The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements

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contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.

3.9                               Conflicting Provisions

The provisions of this Article 3 shall supersede any provision of Section 5.18 or 12.1 to the contrary.

3.10                        Extension of Maturity Date

(a)                                 The Company may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than 30 days prior to the then-existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the Existing Maturity Date), request that the Lenders extend the Existing Maturity Date in accordance with this Section.  Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Margin to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 12.1 shall become effective prior to the Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Company, each Lender shall have the right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a Consenting Lender and each Lender not agreeing thereto being referred to herein as a Declining Lender), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Existing Maturity Date, delivered to the Company (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Company and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Company (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of

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each Type and currency of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the Extension Effective Date), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective.

(b)                                 Notwithstanding the foregoing, the Company shall have the right, in accordance with the provisions of Section 5.22, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement.

(c)                                  If a Maturity Date Extension Request has become effective hereunder:

(i)                                   solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Credit Commitments of any Class, not later than the fifth Business Day prior to the Existing Maturity Date, the Company shall make prepayments of Revolving Credit Loans of such Class and Cash Collateralize its Revolving L/C Obligations, such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Credit Extensions of Credit as of such date will not exceed the aggregate Revolving Credit Commitments of the Consenting Lenders extended pursuant to this Section (and the Company shall not be permitted thereafter to request any Revolving Credit Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Credit Extensions of Credit would exceed the aggregate amount of the Revolving Credit Commitments so extended);

(ii)                                solely in respect of a Revolving Credit Termination Date Extension Request that has become effective in respect of the Revolving Credit

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Commitments, on the Existing Maturity Date, the Revolving Credit Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Company shall repay all the Revolving Credit Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 7.2, such repayments may be funded with the proceeds of new Revolving Credit Loans made simultaneously with such repayments by the Consenting Lenders, which such Revolving Credit Loans shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Credit Commitments; and

(iii)                             solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Company shall repay all the Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 7.2, such repayments may be funded with the proceeds of new Revolving Credit Loans made simultaneously with such repayments by the Revolving Credit Lenders.

(d)                                 Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 7.2 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Company.

(e)                                  Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate any provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 12.1.

(f)                                   The Company, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

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4.                                      RESERVED

5.                                      GENERAL PROVISIONS APPLICABLE TO  LOANS AND LETTERS OF CREDIT

5.1                               Procedure for Borrowing by the Company

(a)                                 The Company may borrow under the Commitments on any Business Day.  The Company shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to (i) 1:00 P.M., New York City time, three Business Days prior to the requested Borrowing Date in the case of a proposed borrowing of Eurodollar Loans and (ii) 11:00 A.M., New York City time, on the requested Borrowing Date if the borrowing is to be solely of ABR Loans; provided that any such notice of a borrowing of ABR Loans to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.6(a) may be given not later than 1:00 P.M., New York City time, on the date of the proposed borrowing) specifying (A) the amount of the borrowing, (B) whether such Loans are initially to be Eurodollar Loans or ABR Loans, or a combination thereof, (C) if the borrowing is to be entirely or partly Eurodollar Loans, the length of the Interest Period for such Eurodollar Loans and (D) the amount of such borrowing to be constituted by Term Loans, Revolving Credit Loans and/or Incremental Loans.  Upon receipt of such notice the Administrative Agent shall promptly notify each Lender (which notice shall in any event be delivered to each Lender by 12:00 Noon, New York City time), on such date or, in the case of Loans to be made on the Effective Date, promptly following receipt thereof by the Administrative Agent.  Not later than 2:00 PM, New York City time, on the Borrowing Date specified in such notice, each Lender shall make available to the Administrative Agent at the office of the Administrative Agent specified in Section 12.2 (or at such other location as the Administrative Agent may direct) in Dollars an amount in Same Day Funds equal to the amount of the Loan to be made by such Lender.  Subject to Section 2.7(b), loan proceeds received by the Administrative Agent hereunder shall promptly be made available to the Company by the Administrative Agent’s crediting the account of the Company designated by the Company, with the aggregate amount actually received by the Administrative Agent from the Lenders and in like funds as received by the Administrative Agent; provided that Revolving Credit Loans made to finance the reimbursement of an L/C Disbursement as provided in Section 2.6 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

(b)                                 Any borrowing of Eurodollar Loans by the Company hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, (i) except as provided in Section 2.1(c), the aggregate principal amount of all Eurodollar Loans having the same Interest Period shall not be less than $1,000,000 or a whole multiple of $1,000,000 in excess thereof, and (ii) no more than ten Interest Periods shall be in effect at any one time with respect to Eurodollar Loans.

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5.2                               Repayment of Loans; Evidence of Debt

(a)                                 The Company hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender (i) the then unpaid principal amount of each Revolving Credit Loan and Swing Line Loan of such Lender on the Revolving Credit Termination Date (or such earlier date on which the Revolving Credit Loans become due and payable pursuant to Article 10) and (ii) the then unpaid principal amount of the Term Loan of such Lender, in accordance with Section 2.9 (or the then unpaid principal amount of such Term Loans on the date that any or all of the Loans become due and payable pursuant to Article 10).  The Company hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 5.7.

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

(c)                                  The Administrative Agent shall maintain the Register pursuant to Section 12.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder, the Type thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Company and each Lender’s share thereof.

(d)                                 The entries made in the Register and the accounts of each Lender maintained pursuant to Section 5.2(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Company therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Company to repay (with applicable interest) the Loans made to such Company by such Lender in accordance with the terms of this Agreement.

5.3                               Conversion and Continuation Options

(a)                                 The Company may elect from time to time to convert Eurodollar Loans into ABR Loans by giving the Administrative Agent irrevocable notice of such election, to be received by the Administrative Agent prior to 12:00 Noon, New York City time, at least three Business Days prior to the proposed conversion date, provided that any such conversion of Eurodollar Loans shall only be made on the last day of an Interest Period with respect thereto.  The Company may elect from time to time to convert all or a portion of the ABR Loans (other than Swing

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Line Loans) then outstanding to Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election, to be received by the Administrative Agent prior to 1:00 P.M., New York City time, at least three Business Days prior to the proposed conversion date, specifying the Interest Period selected therefor, and, if no Default or Event of Default has occurred and is continuing, such conversion shall be made on the requested conversion date or, if such requested conversion date is not a Business Day, on the next succeeding Business Day.  Upon receipt of any notice pursuant to this Section 5.3, the Administrative Agent shall promptly, but in any event by 2:00 P.M., New York City time, notify each Lender thereof.  All or any part of the outstanding Loans (other than Swing Line Loans) may be converted as provided herein, provided that partial conversions of Loans shall be in the aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof, and the aggregate principal amount of the resulting Eurodollar Loans outstanding in respect of any one Interest Period shall be at least $1,000,000 or a whole multiple of $1,000,000 in excess thereof.

(b)                                 So long as no Default or Event of Default has occurred and is continuing, the Company may elect from time to time to continue Eurodollar Loans upon the expiration of the then current Interest Period with respect to such Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election, to be received by the Administrative Agent prior to 1:00 P.M., New York City time, at least three Business Days prior to the end of such Interest Period, in each case specifying the new Interest Period selected therefor, provided that any such continuation shall only be made on the last day of an Interest Period with respect thereto.  So long as no Default or Event of Default has occurred and is continuing, such continuation shall become effective on the last day of such Interest Period.  If the Company fails to timely deliver such notice with respect to a Eurodollar Loan, such Eurodollar Loan shall be continued into a Eurodollar Loan with a one month Interest Period on the last day of such Interest Period.

5.4                               Changes of Commitment Amounts

(a)                                 The Company shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate or, from time to time, reduce the Revolving Credit Commitments subject to the provisions of this Section 5.4.  To the extent, if any, that the sum of the Revolving Credit Loans, Swing Line Loans, and Revolving L/C Obligations then outstanding and the Dollar Equivalent of the amounts available to be drawn under outstanding Letters of Credit exceeds the amount of the Revolving Credit Commitments as then reduced, the Company shall be required to make a prepayment equal to such excess amount, the proceeds of which shall be applied first, to payment of the Swing Line Loans then outstanding, second, to payment of the Revolving Credit Loans then outstanding, third, to payment of any Revolving L/C Obligations then outstanding, and last, to Cash Collateralize any outstanding Letters of Credit on terms reasonably satisfactory to the Administrative Agent.  Any such termination of the Revolving Credit Commitments shall be accompanied by prepayment in full of the

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Revolving Credit Loans, Swing Line Loans and Revolving L/C Obligations then outstanding and by cash collateralization of any outstanding Letter of Credit on terms reasonably satisfactory to the Administrative Agent.  Upon termination of the Revolving Credit Commitments any Letter of Credit then outstanding which has been so Cash Collateralized shall no longer be considered a Letter of Credit, as defined in Section 1.1 and any L/C Participating Interests heretofore granted by the Issuing Lender to the Lenders in such Letter of Credit shall be deemed terminated (subject to automatic reinstatement in the event that such cash collateral is returned and the Issuing Lender is not fully reimbursed for any such Revolving L/C Obligations) but the Letter of Credit fees payable under Section 5.11 shall continue to accrue to the Issuing Lender (or, in the event of any such automatic reinstatement, as provided in Section 5.11) with respect to such Letter of Credit until the expiry thereof.

(b)                                 Interest accrued on the amount of any partial prepayment pursuant to this Section 5.4 to the date of such partial prepayment shall be paid on the Interest Payment Date next succeeding the date of such partial prepayment.  In the case of the termination of the Revolving Credit Commitments, interest accrued on the amount of any prepayment relating thereto and any unpaid Commitment Fee accrued hereunder shall be paid on the date of such termination.  Any such partial reduction of the Revolving Credit Commitments shall be in an amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and shall reduce permanently the Revolving Credit Commitments then in effect.

5.5                               Optional Prepayments

(a)                                 The Company may at any time and from time to time prepay Loans, in whole or in part, upon at least one Business Day’s irrevocable notice to the Administrative Agent (to be received no later than 3:00 PM, New York City time, on such Business Day) in the case of ABR Loans and two Business Days’ irrevocable notice to the Administrative Agent (to be received no later than 3:00 PM, New York City time, on such Business Day) in the case of Eurodollar Loans and specifying the date and amount of prepayment; provided that Eurodollar Loans prepaid on any date other than the last day of any Interest Period with respect thereto shall be prepaid subject to the provisions of Section 5.21.  Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof.  If such notice is given, the Company shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein.  Accrued interest on the amount of any Loans paid in full pursuant to this Section 5.5 shall be paid on the date of such prepayment.  Accrued interest on the amount of any partial prepayment shall be paid on the Interest Payment Date next succeeding the date of such partial prepayment.  Partial prepayments shall be in an aggregate principal amount equal to the lesser of (A) $1,000,000 or a whole multiple of $500,000 in excess thereof and (B) the aggregate unpaid principal amount of the applicable Loans, as the case may be.

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(b)                                 If the Company repays, prepays, refinances, substitutes or replaces any Term Loans in connection with a Repricing Transaction, then the Company shall pay to the Administrative Agent, for the ratable account of each of the Term Lenders a prepayment premium of 1.00% of the aggregate principal amount of the Term Loans so repaid, prepaid, refinanced, substituted or replaced.  Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. The Company shall be subject to the requirements of this Section 5.5(b) only through the first anniversary of the Effective Date.

(c)         (i)                                          Notwithstanding anything to the contrary in Section 5.5(a), 5.18 or 5.20, the Company shall have the right at any time and from time to time to prepay Term Loans to the applicable Lenders at a discount to the par value of such Term Loans and on a non pro rata basis (each, a Discounted Voluntary Prepayment) pursuant to the procedures described in this Section 5.5(c), provided that (A) Discounted Voluntary Prepayments may only be made using Unrestricted Cash and Cash Equivalents, and (B) the Company shall deliver to the Administrative Agent a certificate of the chief financial officer of the Company stating (1) that no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment), (2) that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 5.5(c) has been satisfied and (3) the aggregate principal amount of Term Loans so prepaid pursuant to such Discounted Voluntary Prepayment.

(ii)                                To the extent the Company seeks to make a Discounted Voluntary Prepayment, the Company will provide written notice to the Administrative Agent substantially in the form of Exhibit M hereto (each, a Discounted Prepayment Option Notice) that the Company desires to prepay Term Loans in an aggregate principal amount specified therein by the Company (each, a Proposed Discounted Prepayment Amount), at a discount to the par value of such Term Loans as specified below.  The Proposed Discounted Prepayment Amount of Term Loans shall not be less than $5,000,000.  The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment:  (A) the Proposed Discounted Prepayment Amount for Term Loans, (B) a discount range (which may be a single percentage) selected by the Company with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of Term Loans (the Discount Range), (C) the source of proceeds to be used to make such Discounted Voluntary Prepayment and (D) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be at least five

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Business Days following the date of the Discounted Prepayment Option Notice (the Acceptance Date).

(iii)                             Upon receipt of a Discounted Prepayment Option Notice, the Administrative Agent shall promptly notify each Lender holding Term Loans of the applicable Facility thereof.  On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit N hereto (each, a Lender Participation Notice) to the Administrative Agent (A) a maximum discount to par (the Acceptable Discount) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Term Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Term Loans held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (the Offered Loans).  Based on the Acceptable Discounts and principal amounts of Term Loans specified by the Lenders in the applicable Lender Participation Notice, the Administrative Agent, in consultation with the Company, shall determine the applicable discount for Incremental Term Loans (the Applicable Discount), which Applicable Discount shall be (A) the percentage specified by the Company if the Company has selected a single percentage pursuant to Section 5.5(b)(ii)) for the Discounted Voluntary Prepayment or (B) otherwise, the highest Acceptable Discount at which the Company can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range.  The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans (as defined below).  Any Lender with outstanding Term Loans whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Term Loans at any discount to their par value within the Applicable Discount.

(iv)                            The Company shall make a Discounted Voluntary Prepayment by prepaying those Term Loans (or the respective portions thereof) offered by the Lenders (the Qualifying Lenders) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (the Qualifying Loans) at the Applicable Discount, provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable

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at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Company shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent).  If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Company shall prepay all Qualifying Loans.

(v)                                 Each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (except as set forth in Section 5.21), upon irrevocable notice substantially in the form of Exhibit O hereto (each a Discounted Voluntary Prepayment Notice), delivered to the Administrative Agent no later than 1:00 P.M. Local time, three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent.  Upon receipt of any Discounted Voluntary Prepayment Notice the Administrative Agent shall promptly notify each relevant Lender thereof.  If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Term Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid.

(vi)                              To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 5.5(b)(iii) above) established by the Administrative Agent in consultation with the Company.

(vii)                           Prior to the delivery of a Discounted Voluntary Prepayment Notice, upon written notice to the Administrative Agent, (A) the Company may withdraw its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) any Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice.

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(viii)                        Any Discounted Voluntary Prepayments of the Term Loans pursuant to this Section 5.5(c) shall be applied to reduce in inverse order the remaining installments thereof in reverse of maturity.

5.6                               Mandatory Prepayments

(a)                                 Following the consummation of any Asset Sale by the Company or any of its Restricted Subsidiaries, in the case of cash proceeds, and following receipt of cash proceeds representing payments under notes or other securities received in connection with any non-cash consideration obtained in connection with such Asset Sale, an amount equal to 100% of the Net Proceeds of such Asset Sale shall be applied by the Company on the date of receipt thereof to the prepayment of the Term Loans, provided that if no Default or Event of Default shall have occurred and shall be continuing at the time of such Asset Sale or at the proposed time of the application of such proceeds, such proceeds shall not constitute Net Proceeds if (x) within 360 days of receipt of such proceeds, such proceeds are applied (or are committed to be applied) to replace or restore any properties in respect of which such proceeds are paid to the Company and its Restricted Subsidiaries or such proceeds have been reinvested in productive assets of a kind then used or usable in the business of the Company and its Restricted Subsidiaries or contractually committed to be so applied(and if so committed to be applied, so long as such reinvestment is actually completed within 180 days after the end of the initial 360 day period following receipt thereof) or (y) such proceeds do not exceed (I) $5 million in any single transaction or (II) $25 million in any fiscal year;

(b)                                 following the issuance of any Indebtedness (other than any issuance of Indebtedness permitted under Section 9.2) by the Company or any of its Restricted Subsidiaries, 100% of the Net Proceeds received by the Company or its Restricted Subsidiaries from the issuance of such Indebtedness shall be applied by the Company on the date of receipt thereof to the prepayment of the Term Loans;

(c)                                  following the occurrence of any Casualty or condemnation event with respect to any property of the Company or any Restricted Subsidiary, 100% of all Casualty and condemnation proceeds in excess of amounts applied within 360 days of receipt of such proceeds to replace or restore any properties in respect of which such proceeds are paid to the Company and its Restricted Subsidiaries (or contractually committed to be so applied (and if so committed to be applied, so long as such application is actually completed within 180 days thereafter)) shall be applied by the Company on the date of receipt thereof to the prepayment of the Term Loans;

(d)                                 If, for any fiscal year of the Company commencing with the fiscal year ending December 31, 2015, there shall be Excess Cash Flow, the Company shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow to the prepayment of the Term Loans less the aggregate

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amount equal to the sum of (i) the principal amount of all optional prepayments of Term Loans and Incremental Term Loans made pursuant to Section 5.5(a) and (ii) the principal amount of the Revolving Credit Loans repaid during such period to the extent such repayment was accompanied by a permanent reduction of the Revolving Credit Commitments in at least a like amount, in each case made (x) during such fiscal year (without duplication of amounts subtracted pursuant to the following clause (y) with respect to the prior fiscal year) and (y) during the period between the end of such fiscal year and the date on which the Company is required to make the applicable prepayment pursuant to this Section 5.6(d).  Each such prepayment shall be made on a date (an Excess Cash Flow Application Date) no later than ten Business Days after the earlier of (i) the date on which the financial statements of the Company referred to in Section 8.1, for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered.

(e)                                  Payments in respect of the Revolving Credit Facility pursuant to this Section 5.6, first, shall be applied ratably (i) to reimburse the Issuing Lenders for all unreimbursed L/C Disbursements for which the Issuing Lenders have not received payment from the Revolving Credit Lenders pursuant to the third sentence of Section 2.6(b), (ii) to reimburse those Revolving Credit Lenders which, pursuant to the fourth sentence of Section 2.6(b), have previously made payments to an Issuing Lender pursuant to the third sentence of Section 2.6(b) and (iii) to repay Swing Line Loans which are not Refunded Swing Line Loans, second, shall be applied ratably to repay outstanding Revolving Credit Loans, and third, shall be used to Cash Collateralize all undrawn Letters of Credit then outstanding.

(f)                                   [Reserved.]

(g)                                  In the event and on such occasion that, other than by reason of currency fluctuations, the Aggregate Revolving Credit Extensions of Credit and Swing Line Loans exceed the aggregate Revolving Credit Commitments (including after giving effect to any reductions in the Revolving Credit Commitments pursuant to Section 5.4(a)), the Company shall prepay Revolving Credit Loans or Swing Line Loans (or, if no such Loans are outstanding, deposit cash collateral in an account with the Administrative Agent on terms reasonably satisfactory to the Administrative Agent) in an aggregate amount equal to such excess.  If the Aggregate Revolving Credit Extensions of Credit and Swing Line Loans on the last Business Day of any week, solely by reason of currency fluctuations, shall exceed 105% of the total Revolving Credit Commitments (including after giving effect to any reductions in the Revolving Credit Commitments pursuant to Section 5.4(a)), then the Company shall, not later than the next Business Day, prepay Revolving Credit Loans and Swing Line Loans in the amount necessary to eliminate such excess.

(h)                                 The Company shall give the Administrative Agent (which shall promptly notify each Lender) notice as specified in Section 5.5 of each prepayment pursuant to

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Section 5.5 setting forth the date and amount thereof.  Prepayments of Eurodollar Loans pursuant to this Section 5.6, if not on the last day of the Interest Period with respect thereto, shall, at the Company’s option, as long as no Default or Event of Default has occurred and is continuing, be prepaid subject to the provisions of Section 5.21 or such prepayment (after application to any ABR Loans, in the case of prepayments by the Company) shall be deposited with the Collateral Agent as cash collateral for such Eurodollar Loans on terms reasonably satisfactory to the Collateral Agent and thereafter shall be applied to the prepayment of the Eurodollar Loans on the last day of the respective Interest Periods for such Eurodollar Loans next ending most closely to the date of receipt of such Net Proceeds as contemplated by paragraphs (a), (b), (c) and (d) above.  After such application, any remaining interest earned on such cash collateral shall be paid to the Company.

(i)                                     Upon the Revolving Credit Termination Date the Company shall, with respect to each then outstanding Letter of Credit, if any, either (i) cause such Letter of Credit to be cancelled without such Letter of Credit being drawn upon or (ii) Cash Collateralize the Revolving L/C Obligations with respect to such Letter of Credit with a letter of credit issued by banks or a bank satisfactory to the Administrative Agent on terms satisfactory to the Administrative Agent.

5.7                               Interest Rates and Payment Dates

(a)                                 Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto on the unpaid principal amount thereof at a rate per annum equal to the Adjusted LIBOR determined for such Interest Period plus the Applicable Margin.

(b)                                 Each ABR Loan shall bear interest for the period from and including the date thereof until maturity thereof on the unpaid principal amount thereof at a rate per annum equal to the ABR plus the Applicable Margin.

(c)                                  While an Event of Default exists (and without limiting the rights of the Lenders under Article 10), the Company shall pay interest on the principal amount of all outstanding Obligations at a fluctuating interest rate per annum equal to (A) in the case of overdue principal, 2.00% above the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section (provided that for all purposes of determining the Applicable Margin for purposes of this paragraph (c), the Applicable Level for Term Loans, Revolving Credit Loans and Swing Line Loans shall be deemed to be Level I) or (B) in the case of overdue interest and fees, 2.00% above the rate described in paragraph (b) of this Section for Term Loans, Revolving Credit Loans which are ABR Loans (provided that for all purposes of determining the Applicable Margin for purposes of this paragraph (c), the Applicable Level for Term Loans, Revolving Credit Loans and Swing Line Loans shall be deemed to be Level I), in each case from the date of

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such nonpayment or Event of Default, as applicable, until such amount is paid in full (as well after as before judgment).

(d)                                 Interest shall be payable in arrears on each Interest Payment Date; provided that interest accruing pursuant to paragraph (c) of this Section shall be payable on demand by the Administrative Agent made at the request of the Required Lenders.

5.8                               Computation of Interest and Fees

(a)                                 Interest in respect of ABR Loans at any time the ABR is calculated based on the Prime Rate shall be calculated on the basis of a 365 or 366, as the case may be, day year for the actual days elapsed.  Interest in respect of Eurodollar Loans and ABR Loans at any time the ABR is not calculated based on the Prime Rate and all fees hereunder shall be calculated on the basis of a 360 day year for the actual days elapsed.  The Administrative Agent shall as soon as practicable notify the Company and the Lenders of each determination of Adjusted LIBOR.  Any change in the interest rate on a Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change in the ABR becomes effective.  The Administrative Agent shall as soon as practicable notify the Company and the Lenders of the effective date and the amount of each such change.

(b)                                 Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Company and the Lenders in the absence of manifest error.  The Administrative Agent shall, at the request of the Company, deliver to the Company a statement showing the quotations used by the Administrative Agent in determining the Adjusted LIBOR.

5.9                               Commitment Fees

(a)                                 The Company agrees to pay to the Administrative Agent, for the account of each Lender, a commitment fee (a Commitment Fee) in Dollars from and including the Effective Date until the date on which the Applicable Level is determined for the first fiscal quarter ending after the Effective Date, on such Lender’s Available Revolving Credit Commitment outstanding from time to time, at a rate per annum for each day during the period for which payment is made equal to 0.30%.  Thereafter, the Company agrees to pay to the Administrative Agent, for the account of each Lender, a Commitment Fee in Dollars on such Lender’s Available Revolving Credit Commitments outstanding from time to time, at a rate per annum for each day during the period for which payment is made, equal to the rate per annum set forth below opposite the Applicable Level in effect on such day:

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(b)                                 The Commitment Fee provided for in this Section 5.9 shall be payable quarterly in arrears on the last day of each fiscal quarter ending after the Effective Date and on the Revolving Credit Termination Date with respect to the Available Revolving Credit Commitments.

5.10                        Certain Fees

The Company agrees to pay to the Administrative Agent for its own account a non-refundable agent’s fee in the amount and payable on such dates as provided in the Administrative Agency Fee Letter (as the same may be amended, supplemented, and restated or otherwise modified from time to time).

5.11                        Letter of Credit Fees

(a)                                 In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative issuance, amendment and negotiation fees), the Company agrees to pay the Administrative Agent a Letter of Credit fee in Dollars, for the account of the Issuing Lender and the Participating Lenders, on the daily outstanding amount available to be drawn under each Letter of Credit at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect on such day, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Company and on the Revolving Credit Termination Date.

In addition, the Company shall pay to the Issuing Lender with respect to each Letter of Credit, in arrears on the last day of each fiscal quarter of the Company and on the Revolving Credit Termination Date with respect to the Revolving Credit Commitments, a fee in Dollars to be agreed with the applicable Issuing Lender but not greater than 1/8 of 1% per annum on the average outstanding amount available to be drawn under such Letter of Credit, solely for its own account as Issuing Lender of such Letter of Credit and not on account of its L/C Participating Interest therein.

(b)                                 In connection with any payment of fees pursuant to this Section 5.11, the Administrative Agent agrees to provide to the Company a statement of any such

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fees so paid; provided that the failure by the Administrative Agent to provide the Company with any such invoice shall not relieve the Company of its obligation to pay such fees.

5.12                        Letter of Credit Reserves

(a)                                 If any Change in Law after the date of this Agreement shall either (i) impose, modify, deem or make applicable any reserve, special deposit, assessment or similar requirement against letters of credit issued by the Issuing Lender or (ii) impose on the Issuing Lender any other condition regarding this Agreement or any Letter of Credit, and the result of any event referred to in clause (i) or (ii) above shall be to increase the cost to the Issuing Lender of issuing or maintaining any Letter of Credit (which increase in cost shall be the result of the Issuing Lender’s reasonable allocation of the aggregate of such cost increases resulting from such events), then, upon demand by the Issuing Lender, the Company shall immediately pay to the Issuing Lender, from time to time as specified by the Issuing Lender, additional amounts which shall be sufficient to compensate the Issuing Lender for such increased cost, together with interest on each such amount from the date demanded until payment in full thereof at a rate per annum equal to the ABR plus the Applicable Margin for ABR Loans.  A certificate submitted by the Issuing Lender to the Company concurrently with any such demand by the Issuing Lender, shall be conclusive, absent manifest error, as to the amount thereof.

(b)                                 In the event that at any time after the date hereof any Change in Law with respect to the Issuing Lender shall, in the opinion of the Issuing Lender, require that any obligation under any Letter of Credit be treated as an asset or otherwise be included for purposes of calculating the appropriate amount of capital to be maintained by the Issuing Lender or any corporation controlling the Issuing Lender, and such Change in Law shall have the effect of reducing the rate of return on the Issuing Lender’s or such corporation’s capital, as the case may be, as a consequence of the Issuing Lender’s obligations under such Letter of Credit to a level below that which the Issuing Lender or such corporation, as the case may be, could have achieved but for such Change in Law (taking into account the Issuing Lender’s or such corporation’s policies, as the case may be, with respect to capital adequacy) by an amount deemed by the Issuing Lender to be material, then from time to time following notice by the Issuing Lender to the Company of such Change in Law, within 15 days after demand by the Issuing Lender, the Company shall pay to the Issuing Lender such additional amount or amounts as will compensate the Issuing Lender or such corporation, as the case may be, for such reduction.  If the Issuing Lender becomes entitled to claim any additional amounts pursuant to this Section 5.12(b), it shall promptly notify the Company of the event by reason of which it has become so entitled.  A certificate submitted by the Issuing Lender to the Company concurrently with any such demand by the Issuing Lender, shall be conclusive, absent manifest error, as to the amount thereof.

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(c)                                  The Company agrees that the provisions of the foregoing paragraphs (a) and (b) and the provisions of each L/C Application providing for reimbursement or payment to the Issuing Lender in the event of the imposition or implementation of, or increase in, any reserve, special deposit, capital adequacy or similar requirement in respect of the Letter of Credit relating thereto shall apply equally to each Participating Lender in respect of its L/C Participating Interest in such Letter of Credit, as if the references in such paragraphs and provisions referred to, where applicable, such Participating Lender or any corporation controlling such Participating Lender.

5.13                        Further Assurances

The Company hereby agrees, from time to time, to do and perform any and all acts and to execute any and all further instruments reasonably requested by the Issuing Lender to effect more fully the purposes of this Agreement and the issuance of Letters of Credit hereunder.  The Company further agrees to execute any and all instruments reasonably requested by the Issuing Lender in connection with the obtaining and/or maintaining of any insurance coverage applicable to any Letters of Credit.

5.14                        Obligations Absolute

The payment obligations of the Company under this Agreement with respect to the Letters of Credit shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following circumstances:

(a)                                 the existence of any claim, set-off, defense or other right which the Company or any of its Subsidiaries may have at any time against any beneficiary, or any transferee, of any Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Issuing Lender, any Agent or any Lender, or any other Person, whether in connection with this Agreement, the Related Documents, any Credit Documents, the transactions contemplated herein, or any unrelated transaction;

(b)                                 any statement or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(c)                                  payment by the Issuing Lender under any Letter of Credit against presentation of a draft or certificate which does not comply with the terms of such Letter of Credit, except where such payment constitutes gross negligence or willful misconduct on the part of the Issuing Lender; or

(d)                                 any other circumstances or happening whatsoever, whether or not similar to any of the foregoing, except for any such circumstances or happening constituting gross negligence or willful misconduct on the part of the Issuing Lender.

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5.15                        Assignments

No Participating Lender’s participation in any Letter of Credit or any of its rights or duties hereunder shall be subdivided, assigned or transferred (other than in connection with a transfer of part or all of such Participating Lender’s Revolving Credit Commitment in accordance with Section 12.6) without the prior written consent of the Issuing Lender, which consent will not be unreasonably withheld.  Such consent may be given or withheld without the consent or agreement of any other Participating Lender.  Notwithstanding the foregoing, a Participating Lender may subparticipate its L/C Participating Interest without obtaining the prior written consent of the Issuing Lender.

5.16                        Participations

Each Revolving Credit Lender’s obligation to purchase participating interests pursuant to Sections 2.4 and 2.7(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against the Issuing Lender, the Company, or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Company; (iv) any breach of this Agreement by the Company or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

5.17                        Inability to Determine Interest Rate for Eurodollar Loans

In the event that (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Company) that by reason of circumstances affecting the interbank eurodollar market generally, adequate and reasonable means do not exist for ascertaining the Adjusted LIBOR for any Interest Period with respect to (A) proposed Loans that the Company has requested be made as Eurodollar Loans, (B) any Eurodollar Loans that will result from the requested conversion of all or part of ABR Loans into Eurodollar Loans or (C) the continuation of any Eurodollar Loan as such for an additional Interest Period, (ii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBOR determined or to be determined for any Interest Period will not adequately and fairly reflect the cost to Lenders constituting the Required Lenders of making or maintaining their affected Eurodollar Loans during such Interest Period by reason of circumstances affecting the interbank eurodollar market generally or (iii) deposits in Dollars in the relevant amount and for the relevant period with respect to any such Eurodollar Loan are not available to any of the Lenders in their respective Eurodollar Lending Offices’ interbank eurodollar market, the Administrative Agent shall forthwith give notice of such determination, confirmed in writing, to the Company and the Lenders at least one day prior to, as the case may be, the requested Borrowing Date, the conversion date or the last day of such Interest Period.  If such notice is given, (x) any requested Eurodollar Loans shall be made in Dollars as ABR Loans, (y) any ABR Loans that were to have been converted to Eurodollar Loans shall be continued as ABR Loans, and (z) any outstanding Eurodollar Loans shall be converted, on the last day of the then

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current Interest Period applicable thereto, into ABR Loans.  Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made and no ABR Loans shall be converted to Eurodollar Loans.

5.18                        Pro Rata Treatment and Payments

(a)                                 Each borrowing of any Loans (other than Swing Line Loans) by the Company from the Lenders, each payment by the Company on account of any fee hereunder (other than as set forth in Sections 5.10 and 5.11) and any reduction of the Revolving Credit Commitments or Incremental Commitments of the Lenders hereunder shall be made pro-rata according to the Commitment Percentages of the Lenders.  Each payment (including each prepayment) by the Company on account of principal of and interest on the Loans (other than Swing Line Loans and other than as set forth in Sections 5.5(c), 5.6, 5.19, 5.20 and 5.21) shall be made pro-rata according to the Commitment Percentages of the Lenders.  All payments (including prepayments) to be made by the Company on account of principal, interest and fees shall be made without set-off or counterclaim and shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in Same Day Funds.  The Administrative Agent shall promptly distribute such payments ratably to each Lender in like funds as received to the extent required by this Agreement.  If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.  If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Business Day.  All payments hereunder shall be made in Dollars.

(b)                                 Unless the Administrative Agent shall have been notified in writing by any Lender prior to a Borrowing Date (or with respect to an ABR Loan, on the Borrowing Date) that such Lender will not make the amount which would constitute its Commitment Percentage of the borrowing on such date available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Borrowing Date in accordance with Section 5.1, and the Administrative Agent may, in reliance upon such assumption, make available to the Company a corresponding amount.  If such amount is made available to the Administrative Agent by such Lender on a date after such Borrowing Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate during such period as quoted by the Administrative Agent, times (ii) the amount of such Lender’s Commitment

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Percentage of such borrowing, times (iii) a fraction the numerator of which is the number of days that elapse from and including such Borrowing Date to the date on which such Lender’s Commitment Percentage of such borrowing shall have become immediately available to the Administrative Agent and the denominator of which is 360.  A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 5.18(b) shall be conclusive, absent manifest error.  If such Lender’s Commitment Percentage of such borrowing is not in fact made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans hereunder on demand, from the Company without prejudice to any rights which the Company or the Administrative Agent may have against such Lender hereunder.  Nothing contained in this Section 5.18(b) shall relieve any Lender which has failed to make available its ratable portion of any borrowing hereunder from its obligation to do so in accordance with the terms hereof.

(c)                                  The failure of any Lender to make the Loan to be made by it on any Borrowing Date shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on such Borrowing Date, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on such Borrowing Date.

(d)                                 All payments and prepayments (other than mandatory prepayments as set forth in Section 5.6 and other than prepayments as set forth in Section 5.20 with respect to increased costs) of Eurodollar Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Eurodollar Loans with the same Interest Period shall not be less than $1,000,000 or a whole multiple of $500,000 in excess thereof.

5.19                        Illegality

Notwithstanding any other provisions herein, if any Requirement of Law or any change therein or in the interpretation or application thereof occurring after the Effective Date shall make it unlawful for such Lender to make or maintain Eurodollar Loans as contemplated by this Agreement, the commitment of such Lender hereunder to make Eurodollar Loans or to convert all or a portion of ABR Loans into Eurodollar Loans shall forthwith be cancelled and such Lender’s Loans then outstanding as Eurodollar Loans, if any, shall, if required by law and if such Lender so requests, be converted automatically to ABR Loans on the date specified by such Lender in such request.  To the extent that such affected Eurodollar Loans are converted into ABR Loans, all payments of principal which would otherwise be applied to such Eurodollar Loans shall be applied instead to such Lender’s ABR Loans.  The Company hereby agrees promptly to pay any Lender, upon its demand, any additional amounts necessary to compensate such Lender for any costs incurred by such Lender in making any conversion in accordance with this Section 5.19 including, but not limited to, any interest or fees payable by such Lender to

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