Second Amended and Restated Credit Agreement, dated as of April 23, 2021, by and among Lincoln Electric Holdings, Inc., The Lincoln Electric Company, Lincoln Electric International Holding Company, J.W. Harris Co., Inc., Lincoln Electric Automation, Inc., Lincoln Global, Inc., the Lenders and KeyBank National Association

Exhibit 10.4

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Published Transaction CUSIP Number: 53354DAE2

Published Revolver CUSIP Number: 53354DAF9

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SECOND AMENDED AND RESTATED

CREDIT AGREEMENT

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dated as of April 23, 2021

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by and among

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LINCOLN ELECTRIC HOLDINGS, INC.,

and certain of its Subsidiaries, as Borrowers

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THE FINANCIAL INSTITUTIONS

PARTY THERETO, as Lenders

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KEYBANK NATIONAL ASSOCIATION,

in its capacities as Letter of Credit Issuer and Administrative Agent

for the Lenders

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Table of Contents

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Page

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ARTICLE 1
DEFINITIONS

ARTICLE 2
AMOUNT AND NATURE OF CREDIT

ARTICLE 3
LOANS

ARTICLE 4
PRO RATA TREATMENT; DEFAULTING LENDERS

Table of Contents

(continued)

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ARTICLE 5
LETTERS OF CREDIT

ARTICLE 6
OPENING COVENANTS; CONDITIONS TO RESTATEMENT DATE

ARTICLE 7
CONDITIONS TO ALL CREDIT EVENTS

ARTICLE 8
AFFIRMATIVE COVENANTS

ARTICLE 9
NEGATIVE COVENANTS

Table of Contents

(continued)

Page

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ARTICLE 10
REPRESENTATIONS AND WARRANTIES

ARTICLE 11
EVENTS OF DEFAULT

Table of Contents

(continued)

Page

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ARTICLE 12
REMEDIES UPON DEFAULT

ARTICLE 13
THE AGENT

Table of Contents

(continued)

Page

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ARTICLE 14
ASSIGNMENTS AND PARTICIPATIONS

ARTICLE 15
MISCELLANEOUS

ARTICLE 16
JOINT AND SEVERAL

Table of Contents

(continued)

Page

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EXHIBITS

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Exhibit A Form of Revolving Credit Note

Exhibit B Form of Notice of Borrowing

Exhibit C Form of Rate Conversion/Continuation Request

Exhibit D Form of Reduction Notice

Exhibit E Form of Certificate of Financial Officer

Exhibit F Form of Assignment Agreement

Exhibit G Form of Administrative Questionnaire

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SCHEDULES

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Schedule 1 Addresses

Schedule 9.2 Existing Investments

Schedule 9.4 Existing Liens

Schedule 10.1 Existing Subsidiaries

Schedule 10.3 Litigation

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SECOND AMENDED AND RESTATED

CREDIT AGREEMENT

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THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is made as of the 23rd day of April, 2021 by and among:

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(i)LINCOLN ELECTRIC HOLDINGS, INC., an Ohio corporation (“Holdings”); THE LINCOLN ELECTRIC COMPANY, an Ohio corporation (“Lincoln”); LINCOLN ELECTRIC INTERNATIONAL HOLDING COMPANY, a Delaware corporation (“International”); J.W. HARRIS CO., INC., an Ohio corporation (“Harris”); LINCOLN ELECTRIC AUTOMATION, INC., an Ohio corporation (“Automation”); and LINCOLN GLOBAL, INC., a Delaware corporation (“Global” and with Automation, Harris, International, Lincoln and Holdings, each a “Borrower” and, collectively, the “Borrowers”);

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(ii)The financial institutions named in Annex A attached hereto and made a part hereof and their successors and permitted assigns (hereinafter sometimes collectively called the “Lenders” and each individually a “Lender”); and

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(iii)KEYBANK NATIONAL ASSOCIATION, a national banking association, in its capacity as letter of credit issuer and its successors and assigns (in such capacity, the “Letter of Credit Issuer”); and

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(iv)KEYBANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders under this Agreement (in such capacity, the “Agent”).

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Recitals:

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A.The Borrowers, the Letter of Credit Issuer, the Agent and the Lenders are the parties to the Existing Credit Agreement (defined below).

B.Pursuant and subject to the Existing Credit Agreement, the Lenders agreed to extend to the Borrowers a revolving credit facility (the “Existing Facility”) providing for revolving credit loans in an aggregate principal amount not to exceed $400,000,000, and the Letter of Credit Issuer agreed to issue letters of credit.  Revolving credit loans in the aggregate principal amount of Forty-five Million Dollars $45,000,000 are outstanding under the Existing Facility on the date hereof.  No letters of credit are outstanding under the Existing Facility on the date hereof or will be outstanding under the Existing Facility on the Restatement Date (defined below).

C.The Borrowers have requested the Agent, Letter of Credit Issuer and the Lenders to amend and restate in their entirety the terms and conditions of the Existing Credit Agreement to, among other modifications extend the maturity of the Existing Facility.

D.Subject to the satisfaction of the terms and conditions set forth in this Agreement, the Borrowers, the Agent, the Letter of Credit Issuer and the Lenders hereby agree that the Existing Credit Agreement shall be amended and restated in its entirety as provided herein:

Agreements:

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NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual agreements hereinafter set forth, the Borrowers, the Lenders, the Letter of Credit Issuer and the Agent hereby agree as follows:

“Accrual Period” shall mean (i) the period commencing with the first day of the Commitment Period and ending on the close of business on May 31, 2021, and (ii) thereafter, each of the following successive periods during the Commitment Period commencing with each, as the case may be, Fee Adjustment Date or Interest Adjustment Date during the Commitment Period, commencing with the Fee Adjustment Date and Interest Adjustment Date which is June 1, 2021:

December 1 through March 31, inclusive

April 1 through May 31, inclusive

June 1 through August 31, inclusive

September 1 through November 30, inclusive.

“Acquisition” shall mean and include (i) any acquisition on a going concern basis (whether by purchase, lease or otherwise) of any facility and/or business operated by any Person who is not a Subsidiary of Holdings, and (ii) any acquisition of a majority of the outstanding equity or other similar interests in any such Person (whether by merger, stock purchase or otherwise).

“Adjusted LIBOR” shall mean a rate per annum equal to the quotient obtained (rounded upwards, if necessary, to the nearest 1/100th of 1%) by dividing (i) the applicable LIBOR by (ii) 1.00 minus the Reserve Percentage, and which Adjusted LIBOR shall be automatically adjusted on and as of the effective date of any change in the Reserve Percentage.

“Advantage” shall mean any payment (whether made voluntarily or involuntarily, by offset of any deposit or other indebtedness or otherwise) received by any Lender in respect of the Obligations owing by the Borrowers to the Lenders if such payment results in that Lender having a lesser share (based upon its Ratable Share) of such Obligations to the Lenders than was the case immediately before such payment.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” shall mean, with respect to any Person, any other person directly or indirectly controlling, controlled by, or under direct or indirect common control with such Person.  A Person shall be deemed to control a second Person if such first Person possesses, directly or indirectly, the power (i) to vote 50% or more of the securities having ordinary voting power for the election

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of directors or managers of such second Person or (ii) to direct or cause the direction of the management and policies of such second Person, whether through the ownership of voting securities, by contract or otherwise.  Notwithstanding the foregoing, (x) a director, officer or employee of a Person shall not, solely by reason of such status, be considered an Affiliate of such Person; and (y) none of the Lenders, the Agent, or the Letter of Credit Issuer shall in any event be considered to be an Affiliate of Holdings or any of its Subsidiaries.

“Agent” has the meaning assigned to such term in the preamble of this Agreement and any successor thereto pursuant to Section 13.

“Agreement” shall mean this Amended and Restated Credit Agreement, as the same may from time to time be further amended, supplemented, restated or otherwise modified.

“Anniversary Date” shall mean the date that is one (1) year after the Restatement Date (which Restatement Date the Agent shall confirm to the Borrowers and the Lenders in writing, and which the Borrowers shall acknowledge in writing) and each successive anniversary of such date thereafter.

“Anti-Corruption Laws” shall mean all Laws of any jurisdiction applicable to a Lincoln Party from time to time concerning or relating to bribery or corruption.

“Anti-Money Laundering Laws” shall mean any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules related to terrorism financing, money laundering, any predicate crime to money laundering or any financial record keeping, including any applicable provision of the PATRIOT Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

“Applicable Fee Percentage” shall mean, on each day of any Accrual Period, with respect to any Facility Fee,

(i)commencing on the first day of the Commitment Period and continuing through and including May 31, 2021, Ten (10.00) Basis Points per annum, and

(ii)effective on the Fee Adjustment Date which is June 1, 2021 and on each Fee Adjustment Date thereafter, the Basis Points per annum indicated in the following table corresponding to Holdings’ Net Leverage Ratio as of the Fee Determination Date for each such Fee Adjustment Date:

Net Leverage Ratio:Applicable Fee Percentage (in Basis Points):

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Equal to or greater than 2.75 to 1Twenty (20.00)

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Less than 2.75 to 1, but equal to

or greater than 2.00 to 1Fifteen (15.00)

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Less than 2.00 to 1, but equal to

or greater than 1.50 to 1Ten (10.00)

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Less than 1.50 to 1, but equal to

or greater than 1.00 to 1Nine (9.00)

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Less than 1.00 to 1Eight (8.00);

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provided, however, that, (a) at any and all times during which the Borrowers are in default of the timely delivery of (1) the financial statements required by Section 8.1(a) or Section 8.1(b), as the case may be, for any period or (2) the certificate complying with Section 8.1(c)(ii) certifying the Net Leverage Ratio, the Applicable Fee Percentage shall be Twenty (20.00) Basis Points, and (b) the accrual of fees based upon the Applicable Fee Percentage pursuant to clause (a) of this proviso shall not be construed to waive any Event of Default which may exist by reason of such failure or limit any right or remedy of the Agent or the Lenders.

“Applicable LIBOR Percentage” shall mean, on each day of any Accrual Period with respect to any LIBOR Loans comprising a Revolving Credit Borrowing,

(i)commencing on the first day of the Commitment Period and continuing through and including May 31, 2021, Eighty-five (85.00) Basis Points per annum, and

(ii)effective on the Interest Adjustment Date which is June 1, 2021 and on each Interest Adjustment Date thereafter, the Basis Points per annum indicated in the applicable table below corresponding to Holdings’ Net Leverage Ratio as of the Interest Determination Date for each such Interest Adjustment Date:

Applicable LIBOR

Net Leverage Ratio:Percentage (in Basis Points):

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Less than 2.75 to 1, but equal to

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Less than 2.00 to 1, but equal to

or greater than 1.50 to 1Eighty-five (85.00)

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Less than 1.50 to 1, but equal to

or greater than 1.00 to 1Seventy-six (76.00)

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Less than 1.00 to 1Sixty-seven (67.00);

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provided, however, that, (a) at any and all times during which the Borrowers are in default of the timely delivery of (1) the financial statements required by Section 8.1(a) or Section 8.1(b), as the case may be, for any period or (2) the certificate complying with Section 8.1(c)(ii) certifying the Net Leverage Ratio, the Applicable LIBOR Percentage shall be One Hundred Forty (140.00) Basis Points, and (b) the accrual of interest based upon the Applicable LIBOR Percentage pursuant to

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clause (a) of this proviso shall not be construed to waive any Event of Default which may exist by reason of such failure or limit any right or remedy of the Agent or the Lenders.

“Applicable Prime Rate Percentage” shall mean, on each day of any Accrual Period with respect to any Prime Rate Loans comprising a Revolving Credit Borrowing,

(i)commencing on the first day of the Commitment Period and continuing through and including May 31, 2021, Zero (0.00) Basis Points per annum, and

(ii)effective on the Interest Adjustment Date which is June 1, 2021 and on each Interest Adjustment Date thereafter, the Basis Points per annum indicated in the applicable table below corresponding to Holdings’ Net Leverage Ratio as of the Interest Determination Date for each such Interest Adjustment Date:

Applicable Prime Rate

Net Leverage Ratio:Percentage (in Basis Points):

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Less than 2.75 to 1, but equal to

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Less than 2.00 to 1Zero (0.00)

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provided, however, that, (a) at any and all times during which the Borrowers are in default of the timely delivery of (1) the financial statements required by Section 8.1(a) or Section 8.1(b), as the case may be, for any period or (2) the certificate complying with Section 8.1(c)(ii) certifying the Net Leverage Ratio, the Applicable Prime Rate Percentage shall be Forty (40.00) Basis Points, and (b) the accrual of interest based upon the Applicable Prime Rate Percentage pursuant to clause (a) of this proviso shall not be construed to waive any Event of Default which may exist by reason of such failure or limit any right or remedy of the Agent or the Lenders.

“Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” shall mean (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom,  Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Banking Day” shall mean a day of the year on which banks are not required or authorized to close in Cleveland, Ohio and New York, New York; provided, however, that, when used in

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connection with a LIBOR Loan, “Banking Day” shall mean any such day on which banks are open for dealings in or quoting deposit rates for dollar deposits in the London interbank market.

“Bankruptcy Code” shall mean Title 11 of the United States Code (11 U.S.C. § 101 et. seq.) or any replacement, supplemental, successor or similar statute dealing with the bankruptcy of debtors.

“Basis Point” shall mean one one-hundredth of one percent (0.01%).

“Beneficial Ownership Certification” means a certification, in form and substance reasonably acceptable to the Agent (as amended or modified by the Agent from time to time) regarding beneficial ownership as required by the Beneficial Ownership Regulation, including a certification, among other things, of the beneficial owner of the Borrowers.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Borrower” and “Borrowers” has the meaning assigned to such term in the preamble of this Agreement.

“Borrower Property” shall mean any real property and improvements owned, leased, used, operated or occupied by any Borrower or any of their respective corporate predecessors, including any soil, surface water or groundwater on or under such real property and improvements.

“Capitalized Leases” shall mean, in respect of any Person, any lease of property imposing obligations on such Person, as lessee of such property, which are required in accordance with GAAP to be capitalized on a balance sheet of such Person (excluding all obligations under an operating lease required by the Financial Accounting Standards Board to be classified or accounted for as a capital lease).

“Cash Collateralize” shall mean, to pledge and deposit with or deliver to the Agent, for the benefit of the Letter of Credit Issuer or Lenders, as collateral for Risk Participation Exposure or obligations of Lenders to fund participations in respect of Risk Participation Exposure, cash or Cash Equivalents that mature not more than one (1) month after the date of acquisition thereof or, if the Agent and the Letter of Credit Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Agent and the Letter of Credit Issuer.  “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalent” shall mean (a) any debt instrument that would be deemed a cash equivalent in accordance with GAAP and that has an investment grade rating from Moody’s and/or S&P; (b) fully collateralized repurchase agreements entered into with any financial institution that has an investment grade rating from Moody’s and S&P having a term of not more than 90 days and covering securities described in clause (a) above; (c) investments in money market funds substantially all the assets of which are comprised of securities of the types described in clause (a) above or in other securities having an investment grade rating from Moody’s and S&P; (d) investments in money market funds access to which is provided as part of “sweep” accounts maintained with a financial institution that has an investment grade rating from Moody’s and S&P, or the foreign equivalent thereof; (e) investments in Tax exempt bonds and notes that (i) “re-set”

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interest rates not less frequently than quarterly, (ii) are entitled to the benefit of a remarketing arrangement with an established broker dealer, and (iii) whose principal and accrued interest are guaranteed or payment of which is assured by an organization that has an investment grade rating from Moody’s and S&P, or the foreign equivalent thereof; (f) investments in pooled funds or investment accounts consisting of investments of the nature described in the foregoing clause (e); (g) securities issued or fully guaranteed by any state of the United States or by any political subdivision or taxing authority of any such state, the securities of which state, political subdivision or taxing authority (as the case may be) have an investment grade rating from Moody’s and S&P; and (h) other short term investments utilized by the Borrowers in accordance with normal investment practices for cash management in investments analogous to the foregoing investments described in clauses (a) through (g) above.

“Change in Law” shall mean the occurrence, after the date of this Agreement (or, with respect to any Lender, if later, the date on which it first becomes a Lender), of any of the following: (a) the adoption of any Law, (b) any change in any Law or in the interpretation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rule, guideline, requirement or directive (whether or not having the force of Law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder, issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirements 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, issued or implemented; provided, however, that as used in this definition, “Law” shall not include any agreement by a Lincoln Party with any Governmental Authority.

“Change of Control” shall mean and include any of the following:

(i)during any period of twelve (12) consecutive calendar months, individuals who at the beginning of such period constituted Holdings’ Board of Directors (together with any new directors (x) whose election by Holdings’ Board of Directors was, or (y) whose nomination for election by Holdings’ shareholders was (prior to the date of the proxy or consent solicitation relating to such nomination), approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved), shall cease for any reason to constitute a majority of the directors then in office;

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(ii)any person or group (as such term is defined in section 13(d)(3) of the 1934 Act) shall acquire, directly or indirectly, beneficial ownership (within the meaning of Rule 13d-3 and 13d-5 of the 1934 Act) of more than 50%, on a fully diluted basis, of the economic or voting interest in Holdings’ capital stock;

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(iii)the shareholders of Holdings approve a merger or consolidation of such with any other person, other than a merger or consolidation which would result in the voting securities of Holdings outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted or exchanged for voting securities of the

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surviving or resulting entity) more than 50% of the combined voting power of the voting securities of Holdings or such surviving or resulting entity outstanding after such merger or consolidation;

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(iv)the shareholders of Holdings approve a plan of complete liquidation of Holdings or an agreement or agreements for the sale or disposition by Holdings of all or substantially all of Holdings’ assets; and/or

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(v)Holdings ceases to own one hundred percent (100%) of the issued and outstanding capital stock of a Borrower, other than Holdings, except as a result of a transaction expressly permitted in Section 9.3, below.

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“CIP Regulations” shall have the meaning assigned to such term in Section 13.15.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

“Commitment” shall mean, with respect to each Lender, the obligation hereunder of such Lender to make Loans and to participate in the risks of all Letters of Credit issued by the Letter of Credit Issuer at Holdings’ request on behalf of the Borrowers, up to the amount set forth opposite such Lender’s name under the column headed “Commitments” as set forth in Annex A hereof during the Commitment Period as such Commitment may be reduced in accordance with a reduction in the Total Commitment Amount pursuant to Section 3.2 hereof or increased pursuant to Section 3.12 hereof.

“Commitment Acceptance” shall have the meaning assigned to such term in Section 3.12.

“Commitment Period” shall mean the period from (i) the Restatement Date to (ii) the fifth (5^th) Anniversary Date, or such earlier date on which the Commitments are terminated pursuant to the terms hereof; provided that if such 5^th Anniversary Date is not a Banking Day, the last day of the Commitment Period shall be the Banking Day that immediately precedes such 5^th Anniversary Date.

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

“Consolidated” shall mean Holdings and its Subsidiaries, taken as a whole in accordance with GAAP.

“Consolidated Fixed Charges” shall mean, with respect to any period, the sum of (a) Consolidated Interest Expense for such period and (b) Consolidated Lease Rentals for such period.

“Consolidated Income Available for Fixed Charges” shall mean, with respect to any period, Consolidated Net Income for such period, plus, without duplication, all amounts deducted in the computation thereof on account of (a) Consolidated Fixed Charges and (b) Taxes imposed on or measured by income or excess profits.

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“Consolidated Interest Expense” shall mean, for any period, Interest Expense of Holdings and its Subsidiaries on a Consolidated basis.

“Consolidated Lease Rentals” shall mean, with respect to any period, the sum of the rental and other obligations required to be paid during such period by Holdings and its Subsidiaries as lessee under all leases of real or personal property (other than Capitalized Leases), on a Consolidated basis, excluding any amount required to be paid by the lessee (whether or not therein designated as rental or additional rental) on account of maintenance and repairs, insurance, Taxes, assessments, water rates and similar charges, provided that, if at the date of determination, any such rental or other obligations (or portion thereof) are contingent or not otherwise definitely determinable by the terms of the related lease, the amount of such obligations (or such portion thereof) (i) shall be assumed to be equal to the amount of such obligations for the period of 12 consecutive calendar months immediately preceding the date of determination or (ii) if the related lease was not in effect during such preceding 12-month period, shall be the amount estimated by a responsible officer of Holdings on a reasonable basis and in good faith.

“Consolidated Net Income” shall mean, with reference to any period, the net income (or loss) of Holdings and its Subsidiaries for such period, on a Consolidated basis, as determined in accordance with GAAP, after eliminating all offsetting debits and credits between Holdings and its Subsidiaries and all other items required to be eliminated in the course of the preparation of consolidated financial statements of Holdings and its Subsidiaries in accordance with GAAP, provided that there shall be excluded:

(a)the income (or loss) of any Person (other than a Subsidiary) in which Holdings or any Subsidiary has an ownership interest, except to the extent that any such income has been actually received by Holdings or such Subsidiary in the form of cash dividends or similar cash distributions,

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(b)the undistributed earnings of any Subsidiary to the extent that, to the best of the knowledge of the Holdings, the declaration or payment of dividends or similar distributions by such Subsidiary is (i) not at the time permitted by the terms of its charter or any agreement, instrument, judgment, decree, order, or Law applicable to such Subsidiary, or (ii) otherwise unavailable for payment,

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(c)any aggregate net gain (or net loss) during such period arising from the sale, conversion, exchange or other disposition of Investments or capital assets (such term to include, without limitation, the following, whether or not current:  all fixed assets, whether tangible or intangible, and all inventory sold in conjunction with the disposition of fixed assets), and any Taxes on such net gain (or net loss),

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(d)any non-cash gains or losses resulting from any write-up or reappraisal of any assets, including, without limitation, goodwill of such Person as well as goodwill impairments and losses traced to the write-off of goodwill associated with the sale or other disposition of a business by such Person,

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(e)any net gain from the collection of the proceeds of life insurance policies,

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(f)any gain arising from the acquisition of any security (as defined in the Securities Act of 1933), or the extinguishment, under GAAP, of any Indebtedness, of Holdings or any Subsidiary,

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(g)any deferred or other credit representing the excess of equity in any Subsidiary at the date of acquisition over the cost of the investment in such Subsidiary, and

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(h)any non-cash charges related to the implementation by Holdings and its Subsidiaries of FASB Statement 142.

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“Consolidated Net Worth” shall mean, at any time,

(a)the sum (adjusted for any non-cash charges related to the implementation by Holdings and its Subsidiaries of FASB Statement 142) of (i) the par value (or value stated on the books of the corporation) of the capital stock (but excluding treasury stock and capital stock subscribed and unissued) of Holdings and its Subsidiaries, plus (ii) the amount of the paid-in capital and retained earnings of Holdings and its Subsidiaries, in each case as such amounts would be shown on a Consolidated balance sheet of Holdings and its Subsidiaries as of such time prepared in accordance with GAAP, minus

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(b)to the extent included in clause (a), all amounts properly attributable to minority interests, if any, in the stock and surplus of Subsidiaries.

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“Controlled Group” shall mean a controlled group of corporations, as defined in Section 1563 of the Code, of which any Borrower is a part.

“Credit Event” shall mean (a) the obligation of (i) each Lender to make a Loan on the occasion of each Revolving Credit Borrowing, (ii) the Letter of Credit Issuer to issue, amend, renew or extend any Letter of Credit, or (iii) any Lender to participate in the risk of any Letter of Credit, (b) the making of a Loan by any Lender, (c) the issuance, amendment, renewal or extension of a Letter of Credit, (d) the delivery by Holdings on behalf of the Borrowers of (i) a Notice of Borrowing requesting a Revolving Credit Borrowing or a Letter of Credit or (ii) a Rate Conversion/Continuation Request requesting the conversion or continuation of Revolving Credit Loans, (e) a Rate Conversion or Rate Continuation, or (f) the acceptance by any Borrower of proceeds of any Revolving Credit Borrowing.

“Debtor Relief Laws” shall mean the Bankruptcy Code, 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.

“Default under ERISA” shall mean (a) the occurrence or existence of a material “accumulated funding deficiency” (as defined in ERISA) in respect of any Plan within the scope of Section 302(a) of ERISA or (b) any failure by any Borrower to make a full and timely payment of premiums required by Section 4001 of ERISA in respect of any Plan, or (c) the occurrence or existence of any material liability under Section 4062, 4063, 4064 or 4069 of ERISA in respect of any Plan or under Section 4201, 4217 or 4243 of ERISA in respect of any Multiemployer Plan, or

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(d) the occurrence or existence of any material breach of any other Law or regulation in respect of any such Plan, or (e) the institution or existence of any action for the forcible termination of any such Plan which is within the scope of Section 4001(15) of ERISA or of any such Multiemployer Plan which is within the scope of Section 4001(a)(3) of ERISA.

“Defaulting Lender” shall mean, subject to Section 4.2(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Banking Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Agent and Holdings in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable Incipient Default or Event of Default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Agent, the Letter of Credit Issuer, or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two (2) Banking Days of the date when due, (b) has notified Holdings, the Agent, or the Letter of Credit Issuer in writing that it does not intend to comply with its funding obligations hereunder or generally under other agreements in which it commits to extend credit, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable Incipient Default or Event of Default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Banking Days after written request by the Agent or Holdings, to confirm in writing from an authorized officer of such Lender to the Agent and Holdings that it will comply with its prospective funding obligations hereunder (and is financially able to meet such obligations) (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Agent and Holdings, in form and substance reasonably satisfactory to the Agent and Holdings), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 4.2(b)) upon delivery of written notice of such determination to Holdings, the Letter of Credit Issuer, and each Lender.  

“Distribution” shall mean any payment made, liability incurred and other consideration (other than any stock dividend, or stock split or similar distributions payable only in capital stock of a Borrower) given (i) for the purchase, acquisition, redemption or retirement of any capital stock

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of a Borrower or (ii) as a dividend, return of capital or other distribution of any kind in respect of a Borrower’s capital stock outstanding at any time.

“Domestic Subsidiary” shall mean any Subsidiary which is incorporated or organized in the United States or any state or territory thereof.

“EBITDA” shall mean, for any period, the sum of the amounts of (i) Consolidated Net Income, (ii) Consolidated Interest Expense for such period, (iii) depreciation for such period on a Consolidated basis, as determined in accordance with GAAP, (iv) amortization for such period on a Consolidated basis, as determined in accordance with GAAP, (v) all provisions for any Taxes imposed on or measured by income or excess profits made by Holdings and its Subsidiaries during such period, (vi) all non-cash losses, charges and expenses, including any write-offs or write-downs; provided that if any such non-cash charge represents an accrual or reserve for potential cash items in any future four-fiscal quarter period, the cash payment in respect thereof in such future four-fiscal quarter period will be subtracted from EBITDA for such future four-fiscal quarter period; (vii) all extraordinary, unusual or non-recurring items; (viii) restructuring charges and related charges in connection with any single or one-time events; and (ix) any expenses or costs incurred in connection with equity offerings, Investments, Indebtedness or dispositions otherwise permitted under this Agreement, whether or not consummated, in each case, for clauses (ii) through (ix), inclusive, to the extent expensed or deducted in computing Consolidated Net Income and without duplication; provided, that, at any time a Permitted Acquisition is made pursuant to Section 9.2, EBITDA shall be recalculated to include the EBITDA of the acquired company (with appropriate pro-forma adjustments, reasonably acceptable to the Agent, due to discontinued operations) as if such Permitted Acquisition had been completed on the first day of the relevant measuring period.

“EEA Financial Institution” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” shall mean any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Electronic Signature” shall mean an electronic sound, symbol or process attached to, or associated with, a contract or other record adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“Embargoed Country” shall mean, at any time, a country, territory or region which is itself, or the government of which is, the subject or target of any comprehensive embargo under any

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Sanctions (as of the Restatement Date, Crimea, Cuba, Iran, North Korea and Syria, which list may be amended from time to time).

“Environmental Laws” shall mean any federal, state or local Law, regulation, ordinance, or order pertaining to the protection of the environment and the health and safety of the public, including (but not limited to) the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 USC §§ 9601 et seq.; the Resource Conservation and Recovery Act (“RCRA”), 42 USC §§ 6901 et seq., the Hazardous Materials Transportation Act, 49 USC §§ 1801 et seq., the Federal Water Pollution Control Act (33 USC §§ 1251 et seq.), the Toxic Substances Control Act (15 USC §§ 2601 et seq.) and the Occupational Safety and Health Act (29 USC §§ 651 et seq.), and all similar state, regional or local Laws, treaties, regulations, statutes or ordinances, common Law, civil Laws, or any case precedents, rulings, requirements, directives or requests having the force of Law, as the same have been or hereafter may be amended, and any and all analogous future Laws, treaties, regulations, statutes or ordinances, common Law, civil Laws, or any case precedents, rulings, requirements, directives or requests having the force of Law, which governs: (i) the existence, cleanup and/or remedy of contamination on property; (ii) the emission or discharge of Hazardous Materials into the environment; (iii) the control of hazardous wastes; (iv) the use, generation, transport, treatment, storage, disposal, removal or recovery of Hazardous Materials; or (v) the maintenance and development of wetlands.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974 (Public Law 93-406), as amended, and in the event of any amendment affecting any section thereof referred to in this Agreement, that reference shall be reference to that section as amended, supplemented, replaced or otherwise modified.

“ERISA Affiliate” of any Person shall mean any other Person that for purposes of Title IV of ERISA is a member of such Person’s Controlled Group, or under common control with such Person, within the meaning of Section 414 of the Code.

“ERISA Regulator” shall mean any Governmental Authority (such as the Department of Labor, the Internal Revenue Service and the Pension Benefit Guaranty Corporation) having any regulatory authority over any Plan.

“Erroneous Payment” has the meaning assigned to it in Section 13.16(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 13.16(d).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 13.16(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 13.16(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 13.16(d).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

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“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Event of Default” has the meaning assigned to such term in Article 11.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Swap Obligation” shall mean, with respect to any Borrower or any Guarantor, as it relates to all or a portion of the Guaranty of such Borrower or such Guarantor, any Swap Obligation if, and to the extent that, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Borrower’s or such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Borrower or such Guarantor becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee is or becomes illegal.

“Excluded Taxes” shall mean, with respect to any Lender Party (or Participant) or other recipient of a payment made by or on account of any obligation of a Borrower hereunder:

Notwithstanding the foregoing, a withholding Tax will not be an “Excluded Tax” to the extent that (A) it is imposed on amounts payable to a Foreign Lender by reason of an assignment

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made to such Foreign Lender at Holding’s request pursuant to Section 15.15, (B) it is imposed on amounts payable to a Foreign Lender by reason of any other assignment and does not exceed the amount for which the assignor would have been paid or indemnified pursuant to Section 3.9 or (C) in the case of designation of a new Lending Office, it does not exceed the amount for which such Foreign Lender would have been paid or indemnified if it had not designated a new Lending Office.

“Existing Credit Agreement” shall mean the Amended and Restated Credit Agreement dated June 30, 2017 among the Borrowers , as borrowers, KeyBank, as agent and letter of credit issuer, and the Lenders.

“Existing Facility” shall have the meaning specified in Recital B of this Agreement.

“Facility Fee” has the meaning assigned to such term in Section 3.4(a).

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantially comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code.

“FCA” shall have the meaning assigned to such term in Section 3.13(a).

“Fed Funds Rate” shall mean, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Banking Day, for the next preceding Banking Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Banking Day, the average of the quotations for such day on such transactions received by the Agent from three (3) federal funds brokers of recognized standing selected by it.

“Fee Adjustment Date” shall mean each April 1, June 1, September 1 and December 1 during the Commitment Period, commencing with June 1, 2021.

“Fee Determination Date” shall mean, as to each Fee Adjustment Date, the last day of the Fiscal Quarter most recently ended prior to such Fee Adjustment Date; provided that, as to the Fee Adjustment Date that is April 1 of any year, the Fee Determination Date shall be December 31 of the immediately preceding year (that is, the last day of the Fiscal Year most recently ended prior to such April 1 Fee Adjustment Date).  By way of example, the Fee Determination Date for the Fee Adjustment Date on June 1, 2021 shall be March 31, 2021, which is the last day of the Fiscal Quarter most recently ended prior to such Fee Adjustment Date.

“Fee Letter” shall mean that certain fee letter between the Agent and Holdings dated April 23, 2021.

“Fiscal Quarter” shall mean any of the four consecutive three-month fiscal accounting periods collectively forming a Fiscal Year of Holdings consistent with Holdings’ past practice.

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“Fiscal Year” shall mean Holdings’ regular annual accounting period which shall end December 31, 2021, in respect of Holdings’ current annual accounting period, and which thereafter shall end on December 31 of each succeeding calendar year.

“Fixed Charges Coverage Ratio” shall mean, at any time, the ratio of (a) Consolidated Income Available for Fixed Charges for the period of four consecutive fiscal quarters ending as of the most recent fiscal quarter ended prior to such time to (b) Consolidated Fixed Charges for such period.

“Foreign Lender” shall mean any Lender that is organized under the Laws of a jurisdiction outside the United States.

“Former Agent” has the meaning assigned to such term in Section 13.13.

“Former LC Bank” has the meaning assigned to such term in Section 5.3.

“Fronting Exposure” shall mean, at any time there is a Defaulting Lender, with respect to the Letter of Credit Issuer, such Defaulting Lender’s Ratable Share of the outstanding Risk Participation Exposure with respect to Letters of Credit issued by the Letter of Credit Issuer other than Risk Participation Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms of this Agreement.

“Funded Debt” shall mean (a) Indebtedness, other than Indebtedness of the types described in clauses (ix), (x), (xii) and (xiii) of the definition of such term, below, and (b) all guaranty obligations of such Person in respect of any Indebtedness of the type described in clause (a) of this definition.

“GAAP” shall mean generally accepted accounting principles in the United States of America as in effect from time to time; it being understood and agreed that determinations in accordance with GAAP for purposes of Sections 8.16 through 8.20, inclusive, including defined terms as used therein, are subject (to the extent provided therein) to Sections 1.1 and 1.3.  If at any time the SEC permits or requires U.S.-domiciled companies subject to the reporting requirements of the Exchange Act to use, in whole or in part, IFRS in lieu of GAAP for financial reporting purposes, Holdings may elect by written notice to the Agent to so use IFRS (or, to the extent permitted by the SEC and consistent with pronouncements of the Financial Accounting Standards Board and the International Accounting Standards Board, portions thereof from time to time) in lieu of GAAP and, upon any such notice, references herein to GAAP shall thereafter be construed to mean (a) for periods beginning on and after the date specified in such notice, IFRS (or, if applicable, such portions) as in effect from time to time and (b) for prior periods, GAAP as defined in the first sentence of this definition (and as theretofore modified pursuant to this sentence), in each case subject to Section 1.3.

“Governmental Authority” shall mean the government of the United States, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, Taxing, regulatory or administrative powers or functions of or pertaining to government, including any supra-national bodies such as the European Union or the European

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Central Bank, and any group or body charged with setting regulatory capital or liquidity rules or standards (including, without limitation, the Basel Committee on Banking Supervision or any successor or similar authority).

“Guarantor” shall mean one who pledges his, her or its credit or property in any manner for the payment or other performance of the Indebtedness, contract or other obligation of another and includes (without limitation) any guarantor (whether of collection or payment), any obligor in respect of a standby letter of credit or surety bond issued for the obligor’s account, and surety, any co-maker, any endorser, and anyone who agrees conditionally or otherwise to make any loan, purchase or investment in order thereby to enable another to prevent or correct a default of any kind.

“Guaranty” shall mean the obligation of a Guarantor.

“Hazardous Material” shall mean and include (i) any asbestos or other material composed of or containing asbestos which is, or may become, even if properly managed, friable, (ii) petroleum and any petroleum product, including crude oil or any fraction thereof, and natural gas or synthetic natural gas liquids or mixtures thereof, (iii) any hazardous, toxic or dangerous waste, substance or material defined as such in (or for purposes of) CERCLA or RCRA, any so-called “Superfund” or “Superlien” law, or any other applicable Environmental Laws, and (iv) any other substance whose generation, handling, transportation, treatment or disposal is regulated pursuant to any Environmental Laws.

“Holdings” has the meaning assigned to such term in the preamble of this Agreement.

“IBA” shall have the meaning assigned to such term in Section 3.13(a).

“IFRS” shall mean the International Financial Reporting Standards and applicable accounting requirements set by the International Accounting Standards Board or any successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public Accountants, or any successor to either such Board, or the SEC, as the case may be), as in effect from time to time.

“Incipient Default” shall mean an event, condition or thing which constitutes, or which with the lapse of any applicable grace period or the giving of notice or both would constitute, any Event of Default and which has not been appropriately waived by the Lenders in writing or fully corrected prior to becoming an actual Event of Default.

“Increased Commitment Letter” shall have the meaning assigned to such term in Section 3.12.

“Increased Rate” shall mean, at any time and from time to time, a rate of interest per annum which (i) as to any Loan, is Two Hundred (200) Basis Points in excess of the rate of interest otherwise accruing on such Loan at such time, (ii) as to the Risk Participation Fee, is Two Hundred (200) Basis Points in excess of the Applicable LIBOR Percentage in effect pursuant to Section 3.5(b), and (iii) as to all other Obligations other than Loans and the Risk Participation Fee, is Two Hundred Fifty-two and one-half (252.50) Basis Points in excess of the Prime Rate.  

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“Indebtedness” shall mean, with respect to any Person, without duplication, (i) all indebtedness for money borrowed of such Person; (ii) all bonds, notes, debentures and similar debt securities of such Person; (iii) the deferred purchase price of capital assets or services which in accordance with GAAP would be shown on the liability side of the balance sheet of such Person; (iv) the amount available to be drawn under all letters of credit issued for the account of such Person (other than commercial or trade letters of credit issued in connection with customer or supplier relationships in the ordinary course of business) and, without duplication, all unreimbursed drafts drawn thereunder; (v) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances; (vi) all Indebtedness of a second Person secured by any Lien on any property owned by such first Person, whether or not such Indebtedness has been assumed; (vii) all Capitalized Lease obligations of such Person and all Indebtedness of such Person secured by purchase money Liens; (viii) the present value, determined on the basis of the implicit interest rate, of all basic rental obligations under all “synthetic” leases (i.e. leases accounted for by the lessee as operating leases under which the lessee is the “owner” of the leased property for Federal income Tax purposes); (ix) all obligations of such Person to pay a specified purchase price for goods or services whether or not delivered or accepted, i.e., take-or-pay and similar obligations; (x) all net obligations of such Person under any so-called ‘hedge’, ‘swap’, ‘collar’, ‘cap’ or similar interest rate or currency fluctuation protection agreements; (xi) the full outstanding balance of trade receivables, notes or other instruments sold with full recourse (and the portion thereof subject to potential recourse, if sold with limited recourse), including, without limitation, in connection with a Qualifying Securitization Transaction, other than in any such case any thereof sold solely for purposes of collection of delinquent accounts; (xii) the stated value, or liquidation value if higher, of all redeemable stock (or other equity interest) of such Person; and (xiii) all guaranty obligations of such Person; provided that (a) neither trade payables nor other similar accrued expenses, in each case arising in the ordinary course of business, unless evidenced by a note, shall constitute Indebtedness; and (b) the Indebtedness of any Person shall in any event include (without duplication) the Indebtedness of any other entity (including any general partnership in which such Person is a general partner) to the extent such Person is liable thereon as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide expressly that such Person is not liable thereon.

“Indemnified Taxes” shall mean all Taxes except Excluded Taxes.

“Interest Adjustment Date” shall mean each April 1, June 1, September 1 and December 1 during the Commitment Period, commencing with June 1, 2021.

“Interest Determination Date” shall mean, as to each Interest Adjustment Date, the last day of the Fiscal Quarter most recently ended prior to such Interest Adjustment Date; provided that, as to the Interest Adjustment Date that is April 1 of any year, the Interest Determination Date shall be December 31 of the immediately preceding year (that is, the last day of the Fiscal Year most recently ended prior to such April 1 Interest Adjustment Date).  By way of example, the Interest Determination Date for the Interest Adjustment Date on June 1, 2021 shall be March 31, 2021, which is the last day of the Fiscal Quarter most recently ended prior to such Interest Adjustment Date.

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“Interest Expense” shall mean, for any fiscal period, all expense of Holdings or any of its Subsidiaries for such fiscal period classified as interest expense for such period, including capitalized interest and interest under “synthetic” leases, in accordance with GAAP.

“Interest Period” shall mean, for each of the LIBOR Loans comprising a Revolving Credit Borrowing, the period commencing on the date of such Loans or the date of the Rate Conversion or Rate Continuation of any Loans into such LIBOR Loans and ending on the numerically corresponding day of the period selected by Holdings on behalf of the Borrowers pursuant to the provisions hereof and each subsequent period commencing on the last day of the immediately preceding Interest Period in respect of such Loans and ending on the last day of the period selected by Holdings on behalf of the Borrowers pursuant to the provisions hereof.  The duration of each such Interest Period shall be one (1), three (3) or six (6) months, in each case as Holdings on behalf of the Borrowers may select, upon delivery to the Agent of a Notice of Borrowing therefor in accordance with Section 3.l(d) hereof; provided, however, that:

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“Investment” shall mean any investment, made in cash, by undertaking or by delivery of property, by Holdings or any of its Subsidiaries (i) in any Person, whether by acquisition of stock or other equity interest, joint venture or partnership, Indebtedness or other obligation or security, or by loan, Guaranty, advance, capital contribution or otherwise, or (ii) in any property.

“KeyBank” shall mean KeyBank National Association, a national banking association, its successors and assigns.

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“LC Sublimit” shall mean the amount Ten Million Dollars ($10,000,000).

“Law” shall mean any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, code, guideline, release, ruling, determination or order of, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, or any agreement by a Lincoln Party with, any Governmental Authority.

“Lender” or “Lenders” has the meaning assigned to such term in the preamble of this Agreement.

“Lender Debt” shall mean, collectively, every Indebtedness and liability now or hereafter owing by any Borrower to the Lenders or any thereof, whether owing absolutely or contingently, whether created by loan, overdraft, guaranty of payment or other contract or by quasi-contract, tort, statute or other operation of Law, whether incurred directly to the Lenders or any thereof or acquired by any or all thereof by purchase, pledge or otherwise, and whether participated to or from the Lenders or any thereof in whole or in part.

“Lender Parties” shall mean the Lenders, the Letter of Credit Issuers and the Agent.

“Lending Office” shall mean, with respect to any Lender, the office of such Lender specified as its “Lending Office” on Schedule 1 hereto, or such other office of such Lender as such Lender may from time to time specify in writing to the Borrowers and the Agent as the office at which Loans are to be made and maintained.

“Letter of Credit” shall mean any standby letter of credit or commercial letter of credit issued by the Letter of Credit Issuer on a risk-participated basis with the other Lenders pursuant to the provisions of this Agreement.

“Letter of Credit Issuer” shall mean KeyBank and any successor thereto pursuant to Section 5.3.

“Leverage Increase Period” has the meaning specified in Section 9.8.

“LIBOR” shall mean, with respect to any LIBOR Loan for the Interest Period applicable to such LIBOR Loan, the greater of (i) zero percent (0.00%) per annum and (ii) the per annum rate of interest, determined by the Agent in accordance with its usual procedures (which determination shall be conclusive and binding absent manifest error) as of approximately 11:00 a.m. (London time) two (2) Banking Days prior to the beginning of such Interest Period pertaining to such LIBOR Loan, equal to the London Interbank Offered Rate, as published by Bloomberg (or, if Bloomberg does not publish the London Interbank Offered Rate, such other commercially available source providing quotations of such London Interbank Offered Rate as reasonably designated by the Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market), having a maturity comparable to such Interest Period.

“LIBOR Loans” shall mean those Loans described in Section 3.1 hereof on which the Borrowers shall pay interest at a rate based on LIBOR.

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“Lien” shall mean any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

“Lincoln Party” shall mean any of the Borrowers or any other direct or indirect Subsidiary of any of them from time to time, collectively, the “Lincoln Parties”.

“Loan” shall mean a Revolving Credit Loan made by a Lender to or for the account of the Borrowers pursuant to Article 3 and refers to a Prime Rate Loan or a LIBOR Loan.

“Loan Document” shall mean this Agreement, any assignment, note (including the Notes), guaranty, subordination agreement (including, without limitation, subordination provisions contained in documents evidencing or governing Subordinated Indebtedness), Reimbursement Agreement, financial statement, certificate, audit report or other writing furnished by the Borrowers, or any of their officers to the Lenders pursuant to or otherwise in connection with this Agreement.

“Majority Lenders” shall mean, at any time of determination, one or more Lenders having Commitments in the aggregate of more than fifty percent (50%) of the Total Commitment Amount or, in the event that the Commitments of the Lenders shall have been terminated, the Lenders holding more than fifty percent (50%) of the amount of the outstanding Revolving Credit Loans; provided that the amount of Revolving Credit Loans and Commitments held, or deemed held, by any Defaulting Lender shall be disregarded in determining Majority Lenders.

“Material Adverse Effect” shall mean the occurrence or existence of (a) a material adverse effect on the business, results of operations or financial condition of a Borrower and its Subsidiaries, taken as a whole, or (b) a material adverse effect on the ability of the Borrowers and the Guarantors taken as a whole to perform their Obligations under this Agreement or any of the other Loan Documents, or (c) a material adverse effect on the legality, validity or enforceability of a Borrower’s or a Guarantor’s Obligations under this Agreement or any of the other Loan Documents.

“Minimum Collateral Amount” shall mean, at any time, (a) with respect to Cash Collateral consisting of cash or Cash Equivalents, an amount equal to 105% of the Fronting Exposure of the Letter of Credit Issuer with respect to Letters of Credit issued and outstanding at such time and (b) otherwise, an amount determined by the Agent and the Letter of Credit Issuer in their sole discretion.

“Moody’s” shall mean Moody’s Investors Service, Inc. and its successors and assigns or, if it shall be dissolved or shall no longer assign credit ratings to debt, then any other nationally recognized statistical rating agency designated by the Agent and reasonably acceptable to the Borrowers.

“Multiemployer Plan” shall mean any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

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“Multiple Employer Plan” shall mean an employee benefit plan, other than a Multiemployer Plan, to which a Borrower or any ERISA Affiliate, and one or more employers other than a Borrower or an ERISA Affiliate, is making or accruing an obligation to make contributions or, in the event that any such plan has been terminated, to which a Borrower or an ERISA Affiliate made or accrued an obligation to make contributions during any of the five plan years preceding the date of termination of such plan.

“Net Funded Debt” shall mean, as at the date of any determination, an amount equal to (a) Total Funded Debt at such date, minus (b) on a Consolidated basis, cash and Cash Equivalents of Holdings and its Subsidiaries in excess of $100,000,000 at such date.

“Net Leverage Ratio” shall mean, as of the end of any Fiscal Quarter, the ratio of (i) Net Funded Debt outstanding as of the end of such Fiscal Quarter to (ii) Trailing EBITDA as of the end of such Fiscal Quarter.

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

“Non-increasing Lender” shall have the meaning assigned to such term in Section 3.12.

“Note” or “Notes” shall mean a note or notes executed and delivered pursuant to Section 3.1(c) hereof.

“Notice of Borrowing” shall have the meaning assigned to such term in Section 3.1(d).

“Obligations” shall mean, without duplication, all Indebtedness and other obligations of the Borrowers and any Guarantor under this Agreement and the other Loan Documents, including, without limitation, the outstanding principal and accrued interest in respect of any Revolving Credit Loans, the outstanding principal and accrued interest in respect of Letters of Credit, all Facility Fees, Risk Participation Fees, fees owing to the Lenders or the Agent, reimbursement obligations under Letters of Credit, any indebtedness or obligations under any so-called ‘hedge’, ‘swap’, ‘collar’, ‘cap’ or similar interest rate or currency fluctuation protection agreements hereafter constituting one or more of the Loan Documents pursuant to a writing signed by the Borrowers, the Agent and the Majority Lenders, and any expenses, Taxes, compensation or other amounts owing under this Agreement, the Notes, any Reimbursement Agreement, including, without limitation, pursuant to Sections 3.3, 3.4, 3.7, 3.8, 3.9 or 15.4, any Erroneous Payment Subrogation Rights, and any and all other amounts owed by any Borrower or Guarantor to the Agent or the Lenders pursuant to this Agreement, the Notes or any other Loan Document; provided, that Obligations shall not include Excluded Swap Obligations.

“Other Connection Taxes” shall mean with respect to any Lender Party (or Participant), Taxes imposed as a result of a present or former connection between such Lender Party (or Participant) and the jurisdiction imposing such Tax (other than connections arising from such Lender Party (or Participant) 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 Loan Document, or sold or assigned an interest in any Loan or Loan Document).

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“Other Taxes” shall mean any present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies which arise from any payment made hereunder or under the Notes or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or the Notes.

“Payment Office” shall mean such office of the Agent as set forth on Schedule 1 hereof or such offices as may be from time to time selected by the Agent and notified in writing by the Agent to the Borrowers and the Lenders as the office to which payments are to be made by the Borrowers or the Lenders, as the case may be.

“Payment Recipient” has the meaning assigned to it in Section 13.16(a).

“Permitted Acquisition” shall mean any Acquisition as to which all of the following conditions are satisfied:

(i)such Acquisition involves a line or lines of business in a Related Industry;

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(ii)such Acquisition is not actively opposed by the Board of Directors (or other managing body, in the case of any entity other than a corporation) of the selling Person or the Person whose equity interests are to be acquired;

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(iii)no Event of Default or Incipient Default then exists or would exist after giving effect to such Acquisition; and

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(iv)at least ten (10) Banking Days prior to the completion of any such Acquisition involving aggregate consideration, including the principal amount of any assumed Indebtedness and (without duplication) any Indebtedness of any acquired Person or Persons, in excess of $250,000,000, Holdings shall have delivered to the Agent and the Lenders a certificate of a responsible financial or accounting officer of Holdings demonstrating, in reasonable detail, the computation of and compliance with the ratios referred to in Sections 9.7 and 9.8 on a pro forma basis (which pro forma basis shall be satisfactory to the Agent) after giving effect to such Acquisition.

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“Permitted Holdings Merger” shall mean a merger between Holdings and another Person as to which all of the following conditions are satisfied:

(i)Holdings is the surviving corporation under such merger;

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(ii)no Event of Default or Incipient Default then exists or would exist after giving effect to such merger;

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(iii)without limiting the generality of clause (ii), above, no Change of Control would occur by reason of such merger; and

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(iv)at least twenty (20) Banking Days prior to the completion of any such merger, Holdings shall have delivered to the Agent and the Lenders (A) audited financial statements for the other merger party (unless audited financial statements are unavailable, in which

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case, unaudited financial statements shall be delivered) for the three most recent fiscal years of such Person and (B) a certificate of a responsible officer of Holdings demonstrating, in reasonable detail, the computation of and compliance with the ratios referred to in Sections 9.7 and 9.8 hereof on a pro forma basis (which pro forma basis shall be satisfactory to the Agent) after giving effect to such merger.

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“Permitted Purchase Money Security Interest” shall mean any Lien which is created or assumed in purchasing, constructing or improving any real or personal property (other than inventory) in the ordinary course of business, or to which any such property is subject when so purchased, including, without limitation, Capitalized Leases, provided, that (i) such lien shall be confined to the aforesaid property, (ii) the Indebtedness secured thereby does not exceed the total cost of the purchase, construction or improvement, and (iii) any refinancing of such indebtedness does not increase the amount of indebtedness owing as of the date of such refinancing.

“Person” shall mean an individual, partnership, limited liability company, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture or other entity, or a Governmental Authority.

“Plan” shall mean any employee pension benefit plan (except a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Internal Revenue Code or Section 302 of ERISA, and in respect of which a Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” defined in Section 3(5) of ERISA.

“Prime Rate” shall mean, as of any date of determination, the highest of (i) zero percent (0.00%) per annum, (ii) the per annum rate equal to the Fed Funds Rate on such date (or if such date is not a Banking Day, the immediately preceding Banking Day) plus one-half percent (0.50%), (iii) that interest rate established from time to time by KeyBank as its so-called “prime” rate (or equivalent rate otherwise named), whether or not such rate is publicly announced; the Prime Rate may not necessarily be the lowest interest rate charged by KeyBank for commercial or other extensions of credit or (iv) the Adjusted LIBOR for an Interest Period of one month beginning on such day (or if such day is not a Banking Day, the most recent Banking Day), plus one percent (1.00%).  Any change in the Prime Rate due to a change in the “prime” rate described in clause (iii) above or the Fed Funds Rate will be effective from and including the effective date of such change in the “prime” rate or the Fed Funds Rate, respectively.

“Prime Rate Loans” shall mean those loans described in Section 3.1(b) hereof on which the Borrowers shall pay interest at the rate based on the Prime Rate.

“Qualified Acquisition” shall mean (a) a Permitted Acquisition with aggregate consideration of at least $100,000,000 or (b) a series of related Permitted Acquisitions in any twelve (12) month period, with aggregate consideration for all such Permitted Acquisitions of at least $100,000,000; provided, that, for any such Permitted Acquisition or series of related Permitted Acquisitions to qualify as a Qualified Acquisition, a responsible officer of Holdings shall have delivered to the Agent a certificate (i) certifying that the Permitted Acquisition or series of related Permitted Acquisitions meets the criteria set forth in the foregoing clause (a) or clause

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(b), as applicable, and (ii) notifying the Agent that the Borrowers have elected to treat such Permitted Acquisition or series of related Permitted Acquisitions as a Qualified Acquisition.  

“Qualifying Securitization Transaction” shall mean a bona fide securitization transaction effected under terms and conditions customary in the capital markets and consisting of sales of Trade Receivables by a Lincoln Party to a Special Purpose Company which in turn either sells or pledges such Trade Receivables (or undivided interests therein) to a commercial paper conduit or other financing source (whether with or without recourse to the Special Purpose Company), and as to which each of the following conditions shall be satisfied: (i) such sales to the Special Purpose Company are not accounted for under GAAP as secured loans, (ii) such transactions are, in the good faith opinion of a responsible officer of Holdings, for fair value and in the best interests of such Lincoln Party, and (iii) recourse to any Lincoln Party in connection with any such sale of Trade Receivables is limited to repurchase, substitution or indemnification obligations customarily provided for in asset securitization transactions and arising from breaches of representations or warranties made by any Lincoln Party in connection with such sale.

“Quarterly Payment Date” shall mean each March 31, June 30, September 30 and December 31 during the Commitment Period, commencing with June 30, 2021.

“Ratable Portion”  or “Ratable Share” shall mean, in respect of any Lender, the quotient (expressed as a percentage) obtained at any time by dividing such Lender’s Commitment at such time by the Total Commitment Amount.

“Rate Continuation” shall mean a continuation of LIBOR Loans having a particular Interest Period as LIBOR Loans having an Interest Period of the same duration pursuant to Section 3.1(h).

“Rate Conversion” refers to a conversion pursuant to Section 3.1(h) of Loans of one Type into Loans of another Type and, with respect to LIBOR Loans, from one permissible Interest Period to another permissible Interest Period.

“Rate Conversion/Continuation Request” shall have the meaning assigned to such term in Section 3.l(h).

“Reduction Notice” shall mean a notice for a request for the reduction in the Total Commitment Amount pursuant to Section 3.2 in the form of Exhibit D hereto.

“Reimbursement Agreement” shall mean any reimbursement agreement in respect of any Letter of Credit.

“Related Industries” shall mean the welding, joining and cutting industry, including the manufacture and sale of welding and cutting equipment and related consumables, other metal joining equipment and consumables, industrial gases and gas apparatus, laser and robotics for welding applications, services for industrial fabrication in general and the engineered adhesives and industrial fastener industries and other businesses of the same general type as those in which the Lincoln Parties are engaged on the Restatement Date, taken as a whole, including any businesses which are ancillary, related or complementary thereto or which are a reasonable extension thereof.

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“Reportable Event” shall mean a reportable event as that term is defined in Title IV of the Employee Retirement Income Security Act of 1974, as amended, except actions of general applicability by the Secretary of Labor under Section 110 of such Act.

“Reserve Percentage” shall mean for any day that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, all basic, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements) for a member bank of the Federal Reserve System in Cleveland, Ohio, in respect of “Eurocurrency Liabilities”.

“Resolution Authority” shall mean an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Restatement Date” shall mean, subject to the provisions of Article 6, April 23, 2021 or such other date which is acceptable to the Agent and the Lenders.

“Revolving Credit Borrowing” shall mean a group of Revolving Credit Loans of a single Type, made by the Lenders on a single date and as to which, as to LIBOR Loans, a single Interest Period is in effect (i.e. any group of Revolving Credit Loans made by the Lenders having a different Type, or, as to LIBOR Loans, having a different Interest Period, regardless of whether such Interest Period commences on the same date as another Interest Period, or made on a different date shall be considered to comprise a different Revolving Credit Borrowing).

“Revolving Credit Facility” shall mean the revolving credit established by the Lenders in favor of the Borrowers hereby in the maximum principal amount of the Total Commitment Amount.

“Revolving Credit Loan” shall mean a Loan by a Lender to the Borrowers pursuant to Section 3.1(a), and refers to a Prime Rate Loan or a LIBOR Loan.

“Revolving Credit Note” shall mean a note executed and delivered pursuant to Section 3.l(c) hereof.

“Risk Participation Exposure” shall mean, with respect to any Lender, at any time of determination, such Lender’s Ratable Portion of the sum of (a) the aggregate entire Stated Amount of all such Letters of Credit outstanding at such time, and (b) the aggregate amount that has been drawn under such Letters of Credit but for which the Letter of Credit Issuer or the Lenders, as the case may be, have not at such time been reimbursed by the Borrowers.

“Risk Participation Fee” shall mean the fee payable to the Lenders pursuant to Section 3.4(c).

“Sanctioned Person” shall mean, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or any member state thereof, Her Majesty’s Treasury of the United Kingdom or any other Governmental Authority having jurisdiction over a Lincoln Party or other party to this Agreement that is relevant to economic or financial sanctions or trade

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embargoes, or any Person owned or controlled by a Person listed on any such Sanctions-related list, or (b) any Person that is a national of, organized in or resident in an Embargoed Country.

“Sanctions” shall mean any economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the United States government, including those administered by OFAC or the United States Department of State, or (b) the United Nations Security Council, the European Union, or any member state thereof, or Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions authorities with jurisdiction over any party to this Agreement.

“S&P” shall mean Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and its successors and assigns or, if it shall be dissolved or shall no longer assign credit ratings to long term debt, then any other nationally recognized statistical rating agency designated by the Agent and reasonably acceptable to the Borrowers.

“SEC” shall mean the Securities and Exchange Commission.

“Significant Subsidiary” shall mean any Domestic Subsidiary that is a “significant subsidiary” as defined in Regulation S-X, Rule 1-02(w) of the SEC, as such Regulation and Rule are in effect on the date hereof.

“Special Purpose Company” shall mean any Person created in connection with a Qualifying Securitization Transaction, provided that any Special Purpose Company shall not own any property or conduct any activities other than those properties and activities which are reasonably required to be owned and conducted in connection with the involvement of such Person in Qualifying Securitization Transactions.

“Stated Amount” of each Letter of Credit shall mean the maximum available to be drawn thereunder (regardless of whether any conditions or other requirements for drawing could then be met).

“Subordinated Indebtedness” shall mean any Indebtedness which has been subordinated to the Obligations in right and time of payment upon terms which are satisfactory to the Majority Lenders, which terms may, in the Majority Lenders’ determination, include (without limitation) limitations or restrictions on the right of the holder of such Indebtedness to receive payments and exercise remedies.

“Subsidiary” shall mean, as to any Person, (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries, has more than a 50% equity interest at the time.  Unless otherwise expressly provided in this Agreement, all references herein to “Subsidiary” shall mean a Subsidiary (direct or indirect) of Holdings.

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“Swap Obligation” shall mean, with respect to any Borrower or any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority, including interest, penalties and additions to tax with respect thereto.

“Total Commitment Amount” shall mean the aggregate amount of the Commitments of all of the Lenders, which aggregate amount as of the Restatement Date is Five Hundred Million Dollars ($500,000,000), as such amount may be increased or reduced pursuant to the provisions of this Agreement.

“Total Funded Debt” shall mean, as at the date of any determination, and on a Consolidated basis, the principal amount of any and all outstanding Funded Debt of Holdings and its Subsidiaries at such date, including, without limitation, the outstanding Obligations of the Borrowers to the Lenders under this Agreement at such date and any other Lender Debt at such date.

“Trade Receivables” shall mean indebtedness and other obligations owed to Holdings or any other Lincoln Party, whether constituting accounts, chattel paper, instruments or general intangibles, arising in connection with the sale of goods and services by Holdings or such Lincoln Party to commercial customers, including, without limitation, the obligation to pay any finance charges with respect thereto, and agreements relating thereto, collateral securing the foregoing, books and records relating thereto and all proceeds thereof.

“Trailing EBITDA” shall mean, as of the end of any Fiscal Quarter, EBITDA for such Fiscal Quarter, plus EBITDA for the three (3) immediately preceding Fiscal Quarters.

“Type” shall mean, when used in respect of any Revolving Credit Loan, LIBOR or Prime Rate as applicable to such Loan.

“UK Financial Institution” shall mean any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” shall mean the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“USA Patriot Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“Write-Down and Conversion Powers” shall mean, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down

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and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom,  any powers of the applicable Resolution Authority  under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution  or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

The foregoing definitions shall be applicable to the singular and plurals of the foregoing defined terms.

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All references to the “Credit Agreement” or words of like import in any document, instrument or agreement executed and delivered in connection with the Existing Credit Agreement (to the extent not amended or restated in connection with this Agreement or expressly superseded by any agreement, instrument or other document executed in connection with this Agreement), shall be deemed to refer, without further amendment, to this Agreement as this Agreement may be further amended, modified or extended.  Each of the Borrowers hereby reaffirms each of the Loan Documents executed and delivered by or on its behalf in connection with the Existing Credit Agreement.

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Each such request for a conversion or continuation (a “Rate Conversion/Continuation Request”) in respect of Revolving Credit Loans comprising a Revolving Credit Borrowing shall be transmitted by Holdings on behalf of the Borrowers to the Agent, by telecopier, email or such other means as the Agent agrees to in writing, in substantially the form of Exhibit C hereto, specifying (A) the identity and amount of the Revolving Credit Loans comprising a Revolving Credit Borrowing that the Borrowers request be converted or continued, (B) the Type of Revolving Credit Loans into which such Revolving Credit Loans are to be converted or continued, (C) if such notice requests a Rate Conversion, the date of the Rate Conversion (which shall be a Banking Day) and (D) in the case of Revolving Credit Loans comprising a Revolving Credit Borrowing being converted into or continued as LIBOR Loans, the Interest Period for such LIBOR Loans.  The

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Borrowers may make Rate Conversion/Continuation Requests telephonically so long as written confirmation of such Revolving Credit Borrowing is received by the Agent by 1:00 p.m. (Cleveland, Ohio time) on the same day of such telephonic Rate Conversion/Continuation Request.  The Agent may rely on such telephonic Rate Conversion/Continuation Request to the same extent that the Agent may rely on a written Rate Conversion/Continuation Request.  Each Rate Conversion/Continuation Request, whether telephonic or written, shall be irrevocable and binding on the Borrowers and subject to the indemnification provisions of this Article 3.  The Borrowers shall bear all risks related to its giving any Rate Conversion/Continuation Request telephonically or by such other method of transmission as Holdings on behalf of the Borrowers shall elect.  The Agent shall promptly deliver on the day received a copy of each such Rate Conversion/Continuation Request to the Lenders by telecopier or email.

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On the date of any such increase, the Borrowers shall be deemed to have represented to the Agent and the Lenders that the conditions set forth in clauses (a) through (e) above have been satisfied.

Upon any increase in the aggregate amount of the Commitments pursuant to this Section 3.12:

(x)within five Banking Days, in the case of any Prime Rate Loans then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any LIBOR Loans then outstanding, the Borrowers shall prepay such Loans in their entirety and, to the extent the Borrowers elect to do so and subject to the conditions specified in this Agreement, the Borrowers shall reborrow Loans from the Lenders in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in such proportion; and

(y)each existing Lender whose Commitment has not increased pursuant to this Section 3.12 (each, a “Non-increasing Lender”) shall be deemed, without further action by any party hereto, to have sold to each Lender whose Commitment has been assumed or increased under this Section 3.12 (each, an “Increased Commitment Lender”), and each Increased Commitment Lender shall be deemed, without further action by any party hereto, to have purchased from each Non-Increasing Lender, a participation (on the terms specified in this Agreement) in each Letter of Credit in which such Non-Increasing Lender has acquired a participation in an amount equal to such Increased Commitment Lender’s Ratable Share thereof, until such time as all Letter of Credit exposures are held by the Lenders in proportion to their respective Commitments after giving effect to such increase.

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“Available Tenor” shall mean, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.

“Benchmark” shall mean, initially, USD LIBOR; provided that if a replacement for the Benchmark has occurred pursuant to this Section 3.13, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.

“Benchmark Replacement” shall mean, for any Available Tenor:

(a)the sum of: (i) Term SOFR and (ii) 0.11448% (11.448 basis points) for an Available Tenor of one-month’s duration, 0.26161% (26.161 basis points) for an Available Tenor of three-months’ duration, and 0.42826% (42.826 basis points) for an Available Tenor of six-months’ duration; or

(b)the sum of: (i) Daily Simple SOFR and (ii) the spread adjustment for an Available Tenor of three-month’s duration (0.26161% (26.161 basis points)); and

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and the Borrower as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time;

provided that, if the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for all purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Conforming Changes” shall mean, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Prime Rate,” the definition of “Banking Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Transition Event” shall mean, with respect to any then-current Benchmark (other than USD LIBOR), the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark or (b) all Available Tenors of such Benchmark are or will no longer be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored.

“Daily Simple SOFR” shall mean, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Agent in accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Agent decides that any such convention is not administratively feasible for the Agent, then the Agent may establish another convention in its reasonable discretion.

“Early Opt-in Effective Date” shall mean, with respect to any Early Opt-in Election, the sixth (6^th) Banking Day after the date notice of such Early Opt-in Election is provided to the

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Lenders, so long as the Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Banking Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.

“Early Opt-in Election” means the occurrence of:

“Floor” shall mean the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to USD LIBOR.

“Relevant Governmental Body” shall mean the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“SOFR” shall mean, for any Banking Day, a rate per annum equal to the secured overnight financing rate for such Banking Day published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org. (or any successor source for the secured overnight financing rate identified as such by the administrator of the secured overnight financing rate from time to time), on the immediately succeeding Banking Day.

“Term SOFR” shall mean, for the applicable corresponding tenor, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“USD LIBOR” shall mean the London interbank offered rate for U.S. dollars.

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parenthetical) as such by giving thirty (30) days’ prior written notice to the Agent, the Borrowers and each Lender; and the Majority Lenders may remove the Letter of Credit Issuer at any time with or without cause by giving written notice to the Agent, the Letter of Credit Issuer and the Borrowers.  In any such case, the Majority Lenders may appoint a successor to the resigned or removed Letter of Credit Issuer (the “Former LC Bank”), which successor shall (unless waived by Holdings, on behalf of the Borrowers, in writing) also be successor Agent, provided that the Majority Lenders obtain the Borrowers’ prior written consent to the successor (which consent shall not be unreasonably withheld), by giving written notice to the Agent, the Borrowers, the Former LC Bank and each Lender not participating in the appointment; provided, however, that, if at the time of the proposed resignation or removal of a Letter of Credit Issuer, any Borrower is the subject of an action referred to in Section 11.7 or any other Event of Default shall have occurred and be continuing, the Borrowers’ consent shall not be required.  In the absence of a timely appointment, the Former LC Bank shall have the right (but not the duty) to make a temporary appointment of any Lender (but only with that Lender’s consent) to act as its successor pending an appointment pursuant to the immediately preceding sentence.  In either case, the successor Letter of Credit Issuer shall deliver its written acceptance of appointment to the Borrowers, the Agent, each Lender and the Former LC Bank, whereupon (a) the Former LC Bank shall execute and deliver such assignments and other writings as the successor Letter of Credit Issuer may reasonably require to facilitate its being and acting as the Letter of Credit Issuer, (b) the successor Letter of Credit Issuer shall in any event automatically acquire and assume all the rights and duties as those prescribed for the Letter of Credit Issuer by this Article 5 and (c) the Former LC Bank shall be discharged from its duties and obligations under this Agreement and the other Loan Documents.  Notwithstanding anything to the contrary contained in the foregoing, the Former LC Bank shall continue to enjoy all of the rights and remedies (as against the Borrowers and the other Lenders) provided to the Letter of Credit Issuer hereunder with respect to any and all Letters of Credit which are outstanding on the effective date of its resignation or removal and which are not replaced by Letters of Credit issued by its successor or otherwise canceled.

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On the date of each Credit Event, such Credit Event shall constitute a representation and warranty by the Borrowers that the following are and will be true as of such date and after giving effect to such Credit Event, and each of the following shall be true as a condition precedent thereto:

From and after the Restatement Date and for so long thereafter as any of the Obligations remain unpaid and outstanding, or any Lender shall have any Commitment outstanding, or any Loans shall remain unpaid, the Borrowers shall perform and observe, and shall cause all of the other Lincoln Parties to perform and observe, all of the following covenants:

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Documents required to be delivered pursuant to Section 8.1(a), (b), (d) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the Banking Day (i) on which Holdings has posted such documents or has provided a link thereto on Holdings’ website on the Internet at the website address; or (ii) on which such documents have been posted on Holdings’ behalf on an intranet or Internet website, if any, to which each Lender and the Agent have access (whether a commercial or third party website or whether sponsored by the Agent); provided that:  (A) Holdings shall deliver paper copies of such documents to the Agent or any Lender, in each case that requests Holdings to deliver such paper copies, until a written notice to cease delivering paper copies is given to Holdings by the Agent or such Lender, (B) Holdings shall notify the Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Agent by electronic mail electronic versions (i.e. soft copies) of such documents, and (C) unless such documents have been posted pursuant to clause (i) or clause (ii), above, and Holdings has notified the Agent and each Lender of such posting pursuant to clause (B), above, in each case prior to 5:00 p.m. (Cleveland, Ohio time) on the applicable date, such documents shall be deemed to have been delivered on the following Banking Day.

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borrowed or represented by bonds, notes, debentures or similar securities in an aggregate amount exceeding $100,000,000, to any lender or group of lenders acting in concert with one another, or one or more institutional investors, pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, includes affirmative or negative business or financial covenants (or any events of default or other type of restriction which would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “put” or mandatory prepayment of such Indebtedness upon the occurrence of a “change of control”) which are applicable to such Borrower or Borrowers, other than those set forth herein or in any of the other Loan Documents, Holdings shall promptly so notify the Agent and the Lenders and, if the Agent shall, at the instruction of the Majority Lenders, so request by written notice to Holdings, the Borrowers, the Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Majority Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Majority Lenders, into any of the other Loan Documents.

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Embargoed Country, in violation of Sanctions applicable to any party to this Agreement or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

From and after the Restatement Date and for so long thereafter as any of the Obligations remain unpaid and outstanding, or any Lender shall have any Commitment outstanding, or any Loans shall remain unpaid, the Borrowers shall perform and observe, and shall cause all of the other Lincoln Parties to perform and observe, all of the following covenants:

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(1)Holdings shall deliver to the Agent written notice thereof at least five (5) Banking Days prior to the effective date of such merger,

(2)such merging Subsidiaries (and any other Borrowers requested by the Agent or the Lenders) shall execute and deliver to the Agent and the

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Lenders such assumptions, confirmations, and other Loan Documents as the Agent or the Lenders may require to protect their interests under this Agreement and the other Loan Documents, and

(3)after giving effect to such merger, no Event of Default or Incipient Default shall exist,

and (B) as to all other mergers of a Subsidiary into another Subsidiary, Holdings shall advise the Agent in writing of such merger contemporaneously with its effectiveness, or

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(i)any lien for a Tax, assessment or governmental charge or levy which is not yet due and payable or which is being contested in good faith and as to which such Lincoln Party shall have made appropriate reserves,

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(ii)any lien securing only its workers’ compensation, unemployment insurance and similar obligations,

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(iii)any mechanics, carrier’s or similar common law or statutory lien incurred in the normal course of business,

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(iv)any transfer of a check or other medium of payment for deposit or collection through normal banking channels or any similar transaction in the normal course of business,

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(v)Permitted Purchase Money Security Interests,

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(vi)any mortgage, security interest or lien (other than Permitted Purchase Money Security Interests) securing only Indebtedness incurred to any Lender, so long as the aggregate unpaid principal balance of all such Indebtedness secured by all such mortgages, security interests and liens, on a Consolidated basis, does not at any time exceed an amount equal to five percent (5%) of Consolidated Net Worth at such time,

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(vii)any financing statement perfecting only a security interest permitted by this Section,

(viii)easements, restrictions, minor title irregularities and similar matters having no adverse effect as a practical matter on the ownership or use of any Borrower’s or any Subsidiary’s real property,

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(ix)liens on assets acquired pursuant to a Permitted Acquisition or a Permitted Holdings Merger,

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(x)any attachment or judgment Lien, but only so long as the judgment it secures does not constitute an Event of Default under Section 11.8,

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(xi)Liens incurred in the ordinary course of business to secure (A) the non-delinquent performance of bids, trade contracts, leases (other than Capital Leases) and statutory obligations, (B) contingent obligations on surety bonds and appeal bonds, and (C) other similar non-delinquent obligations, in each case, not incurred or made in connection with the obtaining of advances or credit, the payment of the deferred purchase price of property or the incurrence of other Indebtedness, provided that such Liens, taken as a whole, would not, even if enforced, have a Material Adverse Effect,

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(xii)leases or subleases granted to others, easements, rights-of-way, restrictions and other similar charges or encumbrances in the ordinary course of business, in each case incidental to, and not interfering in any material respect with, the ordinary conduct of the business of such Lincoln Party, and which do not in the aggregate materially impair the use of such property in the operation of the business of such Lincoln Party or the value of such property for the purposes of such business,

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(xiii)any other liens existing on the date hereof which are identified on Schedule 9.4 hereto,

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(xiv)any extension, renewal or refunding of any Lien permitted by the preceding clauses (vii), (ix), (xii) and (xiii) of this Section 9.4 in respect of the same property theretofore subject to such Lien in connection with the extension, renewal or refunding of the Indebtedness secured thereby; provided that (A) such extension, renewal or refunding shall be without increase in the principal amount remaining unpaid as of the date of such extension, renewal or refunding, (B) such Lien shall attach solely to the same such property, (C) the principal amount remaining unpaid as of the date of such extension, renewal or refunding is less than or equal to the fair market value of the property

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(determined in good faith by the Board or Directors of Holdings) to which such Lien is attached, (D) at the time of such extension, renewal or refunding and after giving effect thereto, no Event of Default would exist, or

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(xv)liens (other than liens on Trade Receivables unless in connection with Qualifying Securitization Transactions complying with the limitations contained in Section 9.3(d)(ii), above) not otherwise permitted in the foregoing clauses (i) through (xiv), above, securing Indebtedness that does not exceed at any time an amount equal to fifteen percent (15%) of Consolidated Net Worth at such time.

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Each Borrower jointly and severally represents and warrants to the Agent, the Letter of Credit Issuer and each of the Lenders as follows:

This Agreement has been duly executed and delivered by each Borrower and constitutes, and each other Loan Document to which such Borrower is to be a party, when executed and delivered by such Borrower, will constitute, a legal, valid and binding obligation of such Borrower in each case enforceable in accordance with its terms, subject to applicable Debtor Relief Laws and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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All such assets are free and clear of any mortgage, security interest or other Lien of any kind, other than any Liens permitted by this Agreement, except for those defects in title (as distinct from Liens) that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Each of the following shall constitute an event of default (an “Event of Default”) hereunder:

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failure or omission is not cured within 30 days following the earlier of a Borrower’s actual knowledge thereof or written notice thereof from the Agent or any Lender or (iii) any covenant or agreement or other provision contained or referred to in any other Loan Document (after giving effect to any required notice, grace period or both in such other Loan Document), in each case that is on such Borrower’s or such Subsidiary’s, as applicable, part to be complied with.

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Notwithstanding any contrary provision or inference herein or elsewhere,

(1)terminate the Commitments hereby established, if not theretofore terminated, and forthwith upon such election the obligations of the Lenders, and each thereof, to make any further loan or loans hereunder and to risk participate in Letters of Credit hereunder or otherwise effect any Credit Event, and the obligation of the Letter of Credit Issuer to issue Letters of Credit, immediately shall be terminated, and/or

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(2)accelerate the maturity of all of the Obligations to the Lenders and the Agent (if not already due and payable), whereupon all of the Obligations to the Lenders and the Agent shall become and (including but not limited to the Notes and all reimbursement

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obligations under Letters of Credit) thereafter be immediately due and payable in full without any presentment or demand and without any further or other notice of any kind, all of which are hereby waived by each Borrower, and the Borrowers shall immediately deposit with the Agent as cash collateral an amount equal to the aggregate Stated Amounts of all Letters of Credit then outstanding, and

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(1)all of the Commitments and the credits hereby established shall automatically and forthwith terminate, if not theretofore terminated, and no Lender thereafter shall be under any obligation to grant any further loan or loans hereunder or otherwise effect any Credit Event, nor shall the Letter of Credit Issuer be under any obligation to issue any Letter of Credit hereunder, and

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(2)the principal of and interest on any Notes and all reimbursement obligations with respect to Letters of Credit then outstanding, all of the Borrowers’ other Lender Debt, and all of the Obligations to the Lenders and the Agent shall thereupon become and thereafter be immediately due and payable in full (if not already due and payable), all without any presentment, demand or notice of any kind, which are hereby waived by each Borrower, and the Borrowers shall immediately deposit with the Agent as cash collateral an amount equal to the aggregate Stated Amounts of all Letters of Credit then outstanding, and

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(3)subject to any applicable automatic stay or other restriction of Law, the Agent and the Lenders may exercise such other rights and remedies as may be available hereunder, under the other Loan Documents, at law or in equity.

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Lender receiving the Advantage is required to pay interest on the Advantage to the person recovering the Advantage from such Lender) ratably to the extent of the recovery.  Each Lender further agrees with the other Lenders that if it at any time shall receive any payment for or on behalf of any Borrowers on any indebtedness owing by the Borrowers to that Lender by reason of offset of any deposit or other indebtedness, it will apply such payment first to any and all indebtedness owing by such Borrowers to that Lender pursuant to this Agreement (including, without limitation, any participation purchased or to be purchased pursuant to this Section 12.4) until the Obligations have been paid in full.  The Borrowers agree that any Lender so purchasing a participation from the other Lenders pursuant to this Section may exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were a direct creditor of any Borrowers in the amount of such participation.  If a Defaulting Lender receives any Advantage, such Lender shall turn over such payments to the Agent in an amount that would satisfy the cash collateral requirements set forth in Section 3.6(a).

first, to the payment of all expenses (to the extent not paid by the Borrowers) incurred by the Agent or the Lenders in connection with the exercise of such remedies, including, without limitation, all reasonable costs and expenses of collection, attorneys’ fees, court costs and any foreclosure expenses;

second, to the payment of any fees then accrued and payable to the Lenders, the Letter of Credit Issuer or the Agent under this Agreement in respect of the Loans or the Letters of Credit outstanding;

third, to the payment of interest then accrued on the outstanding Loans;

fourth, to the payment of  the principal balance then owing on the outstanding Loans and the stated amounts of the Letters of Credit then outstanding (to be held and applied by the Agent as security for the Risk Participation Exposure in respect thereof);

fifth, to the payment of all other amounts owed by the Borrowers to the Agent or the Lenders under this Agreement or any other Loan Document; and

finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrowers or to whomsoever shall be lawfully entitled thereto.

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deemed to be an independent contractor of the Lenders.  For the purposes of this Article 13, “Lender” shall include any Lender.

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any other Loan Document or by a Lender in any notice or other communication or by anyone else or otherwise.

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observance of any of the terms, covenants or conditions of this Agreement, the Notes or any other Loan Document or to inspect the property (including the books and records) of Holdings or any Subsidiaries; (vi) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any collateral covered by any agreement or any other Loan Document and (vii) shall incur no liability under or in respect of this Agreement, the Notes or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy, cable, telex or email) believed by it in good faith to be genuine and correct and signed or sent by the proper party or parties.

Neither the Agent nor any of its directors, officers, employees or agents shall have any responsibility to the Borrowers on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Borrowers of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith.

The Lenders each hereby acknowledge that the Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement, the Notes or any other Loan Document unless it shall be requested in writing to do so by the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 15.1).

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as Agent shall also resign as Letter of Credit Issuer in the manner provided in Section 5.3, above, unless Holdings, on behalf of the Borrowers, has waived in writing the requirements of this sentence.  In any such case, the Majority Lenders shall appoint a successor to the resigned or removed agent (the “Former Agent”), which shall also serve as successor Letter of Credit Issuer, provided that the Majority Lenders obtain the Borrowers’ prior written consent to the successor (which consent shall not be unreasonably withheld), by giving written notice to the Borrowers, the Former Agent and each Lender not participating in the appointment; provided, however, that, if at the time of the proposed resignation or removal of an Agent, any Borrower is the subject of an action referred to in Section 11.7 or any other Event of Default shall have occurred and be continuing, the Borrowers’ consent shall not be required.  In the absence of a timely appointment, the Former Agent shall have the right (but not the duty) to make a temporary appointment of any Lender (but only with that Lender’s consent) to act as its successor (and as successor Letter of Credit Issuer) pending an appointment pursuant to the immediately preceding sentence.  In either case, the successor Agent and Letter of Credit Issuer shall deliver its written acceptance of appointment to the Borrowers, to each Lender and to the Former Agent, whereupon (a) the Former Agent shall execute and deliver such assignments and other writings as the successor Agent may reasonably require to facilitate its being and acting as the Agent and Letter of Credit Issuer, (b) the successor Agent (and successor Letter of Credit Issuer) shall in any event automatically acquire and assume all the rights and duties as those prescribed for the Agent by this Article 13 and, subject to the provisions of Section 5.3, above, for the Letter of Credit Issuer by Article 5, above, and (c) the Former Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents.

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(i) the extension of maturity of any Loan or Note of such Lender, or of the payment date of interest, principal and/or fees thereunder or hereunder, or

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(ii) any reduction in the rate of interest on any Loan or Note of such Lender, or in any amount of principal or interest due on any Loan or Note of such Lender or in the rate or amount of fees payable to such Lender pursuant to Section 3.4; provided that the waiver of interest or Risk Participation Fees at the Increased Rate during an Event of Default shall not be construed to be an amendment, modification or waiver covered by this clause (ii); or

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(iii) any change in the manner of pro rata application of any payments made by the Borrowers to the Lenders hereunder, or

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(iv) any change in any percentage voting requirement in this Agreement, or

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(v) any increase in the dollar amount or percentage of such Lender’s Commitment without such Lender’s written consent, or

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(vi) any change in amount or timing of any fees payable to such Lender under this Agreement, or

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(vii) any release of any portion of collateral, if any, other than in accordance with this Agreement, or any release of any Borrower from its obligations under the Loan Documents, or

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(viii) any change in any provision of this Agreement which requires all of the Lenders to take any action under such provision or

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(ix) any change in Section 12.4, Section 12.5, Section 14.1(a) or this Section 15.1 itself.

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By way of clarification and not limitation, all of the Lenders shall be deemed to be affected directly by the matters described in each of clauses (iii), (iv), (vii), (viii) and (ix), above.

Notice of amendments or consents ratified by the Lenders hereunder shall immediately be forwarded by the Borrowers to all Lenders.  Each Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this section, regardless of its failure to agree thereto.

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Notwithstanding the foregoing, (i) if the Majority Lenders enter into or consent to any waiver, amendment or modification pursuant to this Section 15.1, no consent of any other Lender will be required if, when such waiver, amendment or modification becomes effective, (A) the Commitment of each Lender not consenting thereto terminates and (B) all amounts owing to it or accrued for its account hereunder are paid in full; (ii) no such waiver, amendment or modification shall amend, modify or otherwise affect the rights or duties of any of the Agent or the Letter of Credit Issuer without its prior written consent; and (iii) if any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of such Lender and that has been approved by the Majority Lenders, the Borrowers may replace such non-consenting Lender in accordance with Section 15.15; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrowers to be made pursuant to this paragraph).

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reasonable attorneys and paralegal costs, expenses and disbursements) for any amendment, supplement, waiver, consent, or subsequent closing in connection with this Agreement, the Notes, any Letters of Credit or any other Loan Document and the transactions contemplated thereby; (v) sums paid or incurred by the Agent to pay any amount or take any action required of the Borrowers under this Agreement, the Notes or any Loan Document that the Borrowers fail to pay or take; (vi) the cost of any appraisal, survey, environmental audit or the retention of any other professional service or consultant commenced after the occurrence and continuation of an Event of Default and deemed reasonably necessary by the Agent; (vii) costs of inspections and periodic review of the records of Holdings or any of its Subsidiaries, including, without limitation, travel, lodging, and meals for inspections of Holdings’ and its Subsidiaries’ operations by the Agent at any time after the occurrence and during the continuation of an Event of Default; (viii) as specified in the Fee Letter, costs and expenses of forwarding loan proceeds, fees, interest and other payments to the Lenders; and (ix) costs and expenses (including, without limitation, attorneys’ fees) paid or incurred to obtain payment of the Obligations (including the Obligations arising under this Section 15.4), enforce the provisions of the Credit Agreement, the Notes, or any other Loan Document, or to defend any claims made or threatened against the Agent arising out of the transactions contemplated hereby (including without limitation, preparations for and consultations concerning any such matters).  The Borrowers further agree to pay on demand all costs and expenses of each Lender, if any (including reasonable counsel fees and expenses), in connection with the restructuring or the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes, any other Loan Document and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 15.4.  The foregoing shall not be construed to limit any other provisions of this Agreement, the Notes, or any other Loan Documents regarding costs and expenses to be paid by the Borrowers.  All of the foregoing costs and expenses may be charged, in the Agent’s sole discretion, to the Borrowers’ loan accounts as Revolving Credit Loans (notwithstanding existence of any Incipient Default or Event of Default or the failure of the conditions of Article 7 to have been satisfied).

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iv) Delivery of an executed counterpart of a signature page of (i) this Agreement, (ii) any other Loan Document and/or (iii) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 15.3), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require the Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (x) to the extent the Agent has agreed to accept any Electronic Signature, the Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrowers or the Guarantors, as applicable, without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (y) upon the request of the Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrowers and the Guarantors hereby (A) agree that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Agent, the Lenders, and the Borrowers and the Guarantors, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (B) the Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (D) waives any claim against any Affiliate of Agent or any Lender for any liabilities arising solely from the Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that

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reproduces an image of an actual executed signature page, including any liabilities arising as a result of the failure of the Borrowers and/or any Guarantor to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

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be disclosed to any authority over the Agent or a Lender or its securities, (iii) to any other party to this Agreement, (iv) to any Affiliate of the Agent or a Lender (provided that such Affiliate is informed of the confidential nature of the information and instructed to keep it confidential as herein provided, and provided, further, that each of the Agent or such Lender, as applicable, shall remain liable for any breach of the confidentiality obligations hereunder by its Affiliate), (v) to any actual or prospective successor Agent and to any actual or prospective transferee, participant or subparticipant of all or part of a Lender’s rights arising out of or in connection with this Agreement or any thereof so long as such prospective transferee, participant or subparticipant to whom disclosure is made agrees in writing to Holdings to be bound by the provisions of this Section 15.11, (vi) to anyone if it shall have been already publicly disclosed (other than by the Agent or a Lender in contravention of this Section 15.11), (vii) to the extent reasonably required in connection with the exercise of any right or remedy under this Agreement or any other Loan Document, (viii) to the Agent’s or a Lender’s legal counsel, auditors, professional advisors and consultants, and accountants and (ix) in connection with any legal proceedings instituted by or against the Agent or a Lender in its capacity as the Agent or a Lender under this Agreement.

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all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

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“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” means any of the following:  (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

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