TERM B FACILITY AGENT AND

By:                     

Name:

Title:

By:                     

Name:

Title:

BANK OF AMERICA, N.A.,

in its capacity as a Bank and an Issuing Bank

By:                     

Name:

Title:

JPMORGAN CHASE BANK, N.A.,

in its capacity as a Bank and an Issuing Bank

By:                     

Name:

Title:

SUNTRUST BANK,

in its capacity as a Bank

By:                     

Name:

Title:

PNC BANK, NATIONAL ASSOCIATION,

in its capacity as a Bank

By:                     

Name:

Title:

U.S. BANK NATIONAL ASSOCIATION,

in its capacity as a Bank

By:                     

Name:

Title:

MUFG BANK, LTD., FORMERLY KNOWN AS THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

in its capacity as a Bank

By:                     

Name:

Title:

By:                     

Name:

Title:

BRANCH BANKING & TRUST COMPANY,

in its capacity as a Bank

By:                     

Name:

Title:

CITIBANK, N.A.,

in its capacity as a Bank

By:                     

Name:

Title:

HSBC BANK USA, NATIONAL ASSOCIATION,

in its capacity as a Bank

By:                     

Name:

Title:

Annex A

CREDIT AGREEMENT

Dated as of July 27, 2017

(as amended by the First Amendment to Credit Agreement, dated March 29, 2018, as further amended by the Second Amendment to Credit Agreement, dated April 30, 2018)

among

OWENS & MINOR DISTRIBUTION, INC.,

OWENS & MINOR MEDICAL, INC.,

BARISTA ACQUISITION I, LLC,

BARISTA ACQUISITION II, LLC

and

O&M HALYARD, INC.,

as U.S. Borrowers,

CERTAIN OTHER BORROWERS AS MAY BECOME PARTIES HERETO FROM TIME TO TIME,

OWENS & MINOR, INC.

and

CERTAIN OF ITS DOMESTIC SUBSIDIARIES PARTIES HERETO FROM TIME TO TIME,
as Guarantors,

BANK OF AMERICA, N.A.,

JPMORGAN CHASE BANK, N.A.

and

SUNTRUST BANK,

as Co-Syndication Agents,

PNC BANK, NATIONAL ASSOCIATION,

U.S. BANK NATIONAL ASSOCIATION

and

MUFG BANK, LTD., FORMERLY KNOWN AS THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

as Co-Documentation Agents,

THE OTHER BANKS FROM TIME TO TIME PARTY HERETO,

WELLS FARGO BANK, N.A.,

as Administrative Agent,

and

BANK OF AMERICA, N.A.,

as Term B Facility Agent and as Collateral Agent

ARRANGED BY:

BANK OF AMERICA, N.A.,

WELLS FARGO SECURITIES, LLC,

JPMORGAN CHASE BANK, N.A.

and

SUNTRUST ROBINSON HUMPHREY, INC.,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

Page

Section 1 DEFINITIONS AND ACCOUNTING TERMS 1

1.1 Definitions    1

1.2 Computation of Time Periods    46

1.3 Accounting Terms; Unrestricted Subsidiary    46

1.4 Letter of Credit Amounts    47

1.5 Exchange Rates; Currency Equivalents    47

1.6 Additional Alternative Currencies    48

1.7 Change of Currency    49

1.8 Times of Day    49

1.9 Rates    49

Section 2 CREDIT FACILITIES 49

2.1 Commitments    49

2.2 Method of Borrowing    53

2.3 Interest    56

2.4 Repayment    57

2.5 Notes    60

2.6 Additional Provisions relating to Letters of Credit    60

2.7 Additional Provisions relating to Swingline Loans    65

2.8 Joint and Several Liability of the Borrowers    67

2.9 Appointment of the Parent as Legal Representative for Credit Parties    69

2.10 Incremental Facilities    69

2.11 Extension of Revolving Termination Date    72

2.12 Additional Borrowers    74

2.13 Designated Banks    75

2.14 Refinancing Facilities    75

2.15 Supplemental Term B Loans    78

Section 3 OTHER PROVISIONS RELATING TO CREDIT FACILITY 79

3.1 Default Rate    79

3.2 Conversion    80

3.3 Termination of Commitments    80

3.4 Prepayments    81

3.5 Fees    83

3.6 Capital Adequacy    83

3.7 Limitation on Eurocurrency Rate Loans    84

3.8 Illegality    86

3.9 Requirements of Law    86

3.10 Mitigation Obligations; Replacement of Banks    88

3.11 Taxes    88

3.12 Compensation    93

3.13 Pro Rata Treatment    93

3.14 Sharing of Payments    95

3.15 Payments, Computations, Retroactive Adjustments of Applicable Percentage, Etc    95

3.16 Evidence of Debt    98

3.17 Certain Limitations    98

3.18 Defaulting Banks    98

3.19 Cash Collateral    100

3.20 Plan Assets    101

Section 4 GUARANTY 103

4.1 The Guaranty    103

4.2 Obligations Unconditional    104

4.3 Reinstatement    105

4.4 Certain Additional Waivers    105

4.5 Remedies    105

4.6 Rights of Contribution    106

4.7 Guarantee of Payment; Continuing Guarantee    107

4.8 Keepwell    107

Section 5 CONDITIONS PRECEDENT 107

5.1 [Reserved]    107

5.2 Conditions to all Extensions of Credit    107

Section 6 REPRESENTATIONS AND WARRANTIES 108

6.1 Organization and Good Standing    108

6.2 Due Authorization    108

6.3 No Conflicts    108

6.4 Consents    109

6.5 Enforceable Obligations    109

6.6 Collateral Representations; Credit Parties    109

6.7 Financial Condition    110

6.8 No Material Adverse Changes or Restricted Payments    110

6.9 No Default    110

6.10 Liens    110

6.11 Indebtedness    111

6.12 Litigation    111

6.13 Material Agreements    111

6.14 Taxes    111

6.15 Compliance with Law    111

6.16 ERISA    111

6.17 Subsidiaries    113

6.18 Use of Proceeds; Margin Stock    113

6.19 Government Regulation    113

6.20 Environmental Matters    113

6.21 Intellectual Property, Franchises, etc    114

6.22 Investments    115

6.23 No Material Misstatements    115

6.24 Labor Matters    115

6.25 Anti-Terrorism Laws; Anti-Corruption Laws; Sanctions    115

6.26 EEA Financial Institutions    115

6.27 Insurance    116

6.28 Solvency    116

Section 7 AFFIRMATIVE COVENANTS 116

7.1 Information Covenants    116

7.2 Preservation of Existence and Franchises    120

7.3 Books, Records and Inspections    120

7.4 Compliance with Law    121

7.5 Payment of Taxes and Other Indebtedness    121

7.6 Insurance    121

7.7 Maintenance of Property    122

7.8 Performance of Obligations    122

7.9 Use of Proceeds    122

7.10 Financial Covenants    122

7.11 Additional Credit Parties    123

7.12 Anti-Terrorism Laws; Anti-Corruption Laws; Sanctions    123

7.13 Covenant to Give Security    124

7.14 Further Assurances    124

7.15 Maintenance of Ratings    125

Section 8 NEGATIVE COVENANTS 125

8.1 Indebtedness    125

8.2 Liens    126

8.3 Nature of Business    127

8.4 Consolidation, Merger, Sale or Purchase of Assets, etc    127

8.5 Asset Dispositions    128

8.6 Advances, Investments and Loans    129

8.7 Amendments Relating to Other Debt    129

8.8 Transactions with Affiliates    129

8.9 Ownership of Subsidiaries    130

8.10 Changes to Fiscal Year, Organizational Documents, Legal Name, State of Organization, Form of Entity or Principal Place of Business    130

8.11 Burdensome Agreements    130

8.12 Restricted Payments    130

8.13 Use of Proceeds    131

8.14 Prepayments, Etc    131

Section 9 EVENTS OF DEFAULT 132

9.1 Events of Default    132

9.2 Acceleration; Remedies    134

Section 10 AgentS 135

10.1 Appointment and Authority    135

10.2 Rights as a Bank    135

10.3 Exculpatory Provisions    136

10.4 Reliance by Agents    137

10.5 Delegation of Duties    137

10.6 Resignation of Agent    137

10.7 Non-Reliance on Agent and Other Banks    138

10.8 No Other Duties; Etc    138

10.9 Administrative Agent May File Proofs of Claim; Credit Bidding    138

10.10 Collateral and Guaranty Matters    140

10.11 Secured Treasury Management Agreements, Secured Swap Contracts and Secured Bilateral Letters of Credit    140

Section 11 MISCELLANEOUS 141

11.1 Notices; Effectiveness; Electronic Communications    141

11.2 Right of Set-Off; Adjustments; Payments Set Aside    143

11.3 Successors and Assigns    144

11.4 No Waiver; Remedies Cumulative    150

11.5 Expenses; Indemnification; Damage Waiver    150

11.6 Amendments, Waivers and Consents    152

11.7 Counterparts    155

11.8 Headings    155

11.9 Survival    155

11.10 Governing Law; Submission to Jurisdiction; Waiver of Venue; Service of Process; Waiver of Jury Trial    156

11.11 Severability    157

11.12 Entirety    157

11.13 Binding Effect; Termination    157

11.14 Confidentiality    157

11.15 Source of Funds    158

11.16 Conflict    159

11.17 USA PATRIOT Act Notice    159

11.18 Replacement of Banks    159

11.19 No Advisory or Fiduciary Responsibility    160

11.20 Electronic Execution    161

11.21 Judgment Currency    161

11.22 Acknowledgement and Consent to Bail-In of EEA Financial Institutions    162

SCHEDULES

CREDIT AGREEMENT

THIS CREDIT AGREEMENT dated as of July 27, 2017 (this “ Credit Agreement ”) is by and among OWENS & MINOR DISTRIBUTION, INC., a Virginia corporation (“ Distribution ”), OWENS & MINOR MEDICAL, INC., a Virginia corporation (“ Medical ”), BARISTA ACQUISITION I, LLC, a Virginia limited liability company (“ Barista I ”), BARISTA ACQUISITION II, LLC, a Virginia limited liability company (“ Barista II ”), O&M HALYARD, INC., a Virginia corporation (“ O&M Halyard ”), each other Borrower as may become party hereto from time to time pursuant to Section 2.12 , OWENS & MINOR, INC., a Virginia corporation (the “ Parent ”), the other Guarantors (as defined herein), the Banks (as defined herein), WELLS FARGO BANK, N.A., as administrative agent for the Pro Rata Facilities (in such capacity, the “ Administrative Agent ”), and BANK OF AMERICA, N.A., as administrative agent for the Term B Facility (in such capacity, the “ Term B Facility Agent ”) and as collateral agent for the Secured Parties (in such capacity, the “ Collateral Agent ”).

W I T N E S S E T H

WHEREAS , the Borrowers have requested that the Banks provide credit facilities for the purposes set forth herein, and the Banks are willing to do so on the terms and conditions set forth herein.

NOW, THEREFORE , IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1

DEFINITIONS AND ACCOUNTING TERMS

1.1      Definitions .

As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires. Defined terms herein shall include in the singular number the plural and in the plural the singular:

“ 2021 Notes ” means the $275,000,000 aggregate principal amount of 3.875% Senior Notes due 2021 issued by the Parent on September 16, 2014.

“ 2024 Notes ” means the $275,000,000 aggregate principal amount of 4.375% Senior Notes due 2024 issued by the Parent on September 16, 2014.

“ Acquisition ”, by any Person, means the purchase or acquisition by such Person of any Capital Stock of another Person (other than a member of the Consolidated Group) or substantially all of the Property (other than Capital Stock) of another Person (other than a member of the Consolidated Group), whether or not involving a merger or consolidation with such other Person.

“ Acquisition Consideration ” means, with respect to any Acquisition, the purchase consideration for such Acquisition and all other payments by any Credit Party or any Subsidiary in exchange for, or as part of, or in connection with, such Acquisition, whether paid in cash or by exchange of Capital Stock or of Property or otherwise, and whether payable at or prior to the consummation of such Acquisition or deferred for payment at any future time (whether or not any such future payment is subject to the occurrence of any contingency). The Acquisition Consideration for any Acquisition shall include any and all payments representing the purchase price for such Acquisition and any assumptions of Indebtedness, deferred purchase price, earn-out payment, and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person in connection with such Acquisition. For purposes of determining the aggregate consideration paid for any Acquisition at the time of such Acquisition, the amount of any earn-out payment shall be deemed to be the maximum amount of such earn-out payment as specified in the documents relating to such Acquisition.

“ Additional Commitment Bank ” has the meaning specified in Section 2.11(d) .

“ Additional Credit Party ” means each Domestic Subsidiary of the Parent that becomes a Guarantor after the Closing Date by execution of a Joinder Agreement.

“ Administrative Agent ” has the meaning specified in the introductory paragraph hereto, together with any permitted successors and assigns.

“ Administrative Agent’s Office ” means the Administrative Agent’s address as set forth on Schedule 11.1 , or such other address or account as the Administrative Agent may from time to time notify in writing to the Borrower Representative, the Banks, the Issuing Banks, the Swingline Bank and the Term B Facility Agent.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Applicable Agent.

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and executive officers of such Person), controlled by or under direct or indirect common control with such Person. A Person shall be deemed to be controlled by another Person if such other Person possesses, directly or indirectly, power (a) to vote 10% or more of the securities having ordinary voting power for the election of directors, managing general partners or equivalent of such Person or (b) to direct or cause direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or other agreement.

“ Agent Parties ” has the meaning specified in Section 11.1(c) .

“ Agents ” means, collectively, the Administrative Agent, the Term B Facility Agent and the Collateral Agent, and “ Agent ” means any one of them.

“ Aggregate Commitments ” means the Commitments of all of the Banks.

“ Aggregate Revolving Committed Amount ” has the meaning specified in Section 2.1(a) .

“ All-In-Yield ” means, with respect to any Indebtedness, the weighted average yield to maturity with respect to such Indebtedness which shall take into account interest rate margins and any interest rate floors or similar devices, and shall be deemed to include any original issue discount and any fees (other than facility arrangement, structuring, underwriting, closing or other similar fees and expenses not paid for the account of, or distributed to, all Banks providing such Indebtedness) paid or payable in connection with such Indebtedness, in each case, as reasonably determined by the Applicable Agent in a manner consistent with customary financial practice based on an assumed four-year life to maturity or, if less, the actual remaining life to maturity of such Indebtedness, commencing from the borrowing date of such Indebtedness and assuming that the interest rate (including the Applicable Percentage) for such Indebtedness in effect on such borrowing date (after giving effect to the incurrence of such Indebtedness) shall be the interest rate on such Indebtedness for the entire Weighted Average Life to Maturity of such Indebtedness.

“ Alternative Currency ” means each of Euro, Sterling, Yen, Canadian Dollars, Australian Dollars and each other currency (other than Dollars) that is approved in accordance with Section 1.6 .

“ Alternative Currency Equivalent ” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the applicable Issuing Bank, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

“ Alternative Currency Sublimit ” means, at any time, an amount equal to the lesser of (a) $200,000,000, and (b) the Aggregate Revolving Committed Amount at such time. The Alternative Currency Sublimit is part of, and not in addition to, the Aggregate Revolving Committed Amount.

“ Anti-Corruption Laws ” means any law, rule or regulation of any jurisdiction applicable to the Parent or any of its Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

“ Anti-Terrorism Law ” means (a) the USA PATRIOT Act, (b) the Trading with the Enemy Act, (c) any of the foreign assets control regulations of the U.S. Department of Treasury (31 CFR, Subtitle B, Chapter

V) or any enabling legislation or executive order relating thereto or (d) any other statute, regulation, executive order, or other law pertaining to the prevention of future acts of terrorism, in each case as such law may be amended from time to time.

“ Applicable Agent ” means (a) in respect of and with respect to any matters concerning the Pro Rata Facilities, the Administrative Agent, and (b) in respect of and with respect to any matters concerning the Term B Facility, the Term B Facility Agent.

“ Applicable Agent’s Office ” means the Administrative Agent’s Office or the Term B Facility Agent’s Office, as the context requires.

“ Applicable Lending Office ” means, as to any Bank (including the Swingline Bank), each Issuing Bank, or any Agent, the office or offices of such Person described as such in such Person’s Administrative Questionnaire, or such other office or offices as such Person may from time to time notify in writing to the Borrower Representative and the Administrative Agent (in the case of any such notification provided by any Bank (including the Swingline Bank) (other than any Term B Bank), any Issuing Bank or the Collateral Agent) or the Term B Facility Agent (in the case of any such notification provided by any Term B Bank); which office may include any Affiliate of such Person or any domestic or foreign branch of such Person or such Affiliate.

“ Applicable Percentage ” means:

(a)    with respect to any Incremental Term Loans made pursuant to any Incremental Term Joinder Agreement, the percentage(s) per annum set forth in such Incremental Term Joinder Agreement;

(b)    with respect to the Term B Loans, 2.75% per annum with respect to Term B Loans that are Base Rate Loans, and 3.75% per annum with respect to Term B Loans that are Eurocurrency Rate Loans; and

(c)    with respect to Revolving Loans, Swingline Loans, Term A-1 Loans, Term A-2 Loans, the Standby Letter of Credit Fee and the Unused Fee, the following rates per annum based on the Debt Ratings or the Consolidated Total Leverage Ratio, in each case, as set forth in the most recent compliance certificate received by the Administrative Agent pursuant to Section 7.1(c) , it being understood that (i) the Applicable Percentage shall be determined by either the Debt Ratings or the Consolidated Total Leverage Ratio, whichever shall result in more favorable pricing to the Borrowers, and (ii) the Applicable Percentage for (A) Base Rate Loans shall be the percentage set forth under the column “Base Rate Margin”, (B) Eurocurrency Rate Loans shall be the percentage set forth under the column “Eurocurrency Margin”, (C) Daily LIBOR Swingline Loans shall be the percentage set forth under the column “Eurocurrency Margin”, (D) the Standby Letter of Credit Fee shall be the percentage set forth under the column “Eurocurrency Margin”, and (E) the Unused Fee shall be the percentage set forth under the column “Unused Fee”:

Any increase or decrease in the Applicable Percentage for purposes of this clause (c) shall become effective as of the first Business Day immediately following the date a compliance certificate is delivered pursuant to Section 7.1(c) ; provided that if a compliance certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Financial Covenant Banks, Level I shall apply, in each case as of the first Business Day after the date on which such compliance certificate was required to have been delivered and in each case shall remain in effect until the first Business Day following the date on which such compliance certificate is delivered. Notwithstanding the foregoing, (x) the Applicable Percentage for purposes of this clause (c) in effect from the Second Amendment Effective Date through the first Business Day immediately following the date a compliance certificate is required to be delivered pursuant to Section 7.1(c) for the fiscal quarter ending September 30, 2018 shall be determined based upon Level I, and (y) the determination of the Applicable Percentage for purposes of this clause (c) for any period shall be subject to the provisions of Section 3.15(c) .

At such times as the Applicable Percentage for purposes of this clause (c) is determined by the Debt Ratings, the Applicable Percentage for purposes of this clause (c) shall be determined in accordance with the above pricing grid based on the Parent’s status as determined from its then current Moody’s Rating, S&P Rating and Fitch Rating as reflected in the compliance certificate delivered pursuant to Section 7.1(c) . If at any time (A) the Parent has only two Debt Ratings and there is a split rating, the Applicable Percentage for purposes of this clause (c) shall be based upon the Level indicated by the higher of the two ratings unless there is a two or more level difference in the levels indicated by each of the two available ratings, in which case the Level that is one level below the higher rating shall apply, or (B) the Parent has three Debt Ratings and there is a split rating such that (1) all three ratings fall in different Levels, the Applicable Percentage for purposes of this clause (c) shall be based upon the Level indicated by the rating that is neither the highest nor the lowest of the three ratings or (2) two of the three ratings fall in one Level (the “ Majority Level ”) and the third rating falls in a different

Level, the Applicable Percentage for purposes of this clause (c) shall be based upon the Level indicated by the Majority Level. Should the Parent not have any Debt Rating, the corporate credit or issuer rating of the Parent will be used in lieu thereof, or if no such rating is available, then the Consolidated Total Leverage Ratio shall be used to determine the Applicable Percentage for purposes of this clause (c) .

“ Applicable Prepayment Percentage ” means, for any Excess Cash Flow Period, (a) fifty percent (50%), if the Consolidated Total Leverage Ratio as at the end of such Excess Cash Flow Period is greater than 4.00 to 1.0, (b) twenty-five percent (25%), if the Consolidated Total Leverage Ratio as at the end of such Excess Cash Flow Period is less than or equal to 4.00 to 1.0 but greater than 3.50 to 1.0, and (c) zero percent (0%), if the Consolidated Total Leverage Ratio as at the end of such Excess Cash Flow Period is less than or equal to 3.50 to 1.0.

“ Applicable Time ” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the applicable Issuing Bank, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of borrowing or payment.

“ Applicant Foreign Borrower ” has the meaning specified in Section 2.12(a) .

“ Approved Fund ” means any Fund that is administered or managed by (a) a Bank, (b) an Affiliate of a Bank or (c) an entity or an Affiliate of an entity that administers or manages a Bank.

“ Arrangers ” means, collectively, Bank of America, Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., and SunTrust Robinson Humphrey, Inc., in their capacities as joint lead arrangers and joint bookrunners.

“ Asset Disposition ” means the sale, lease or other disposition of any Property by any member of the Consolidated Group (including the Capital Stock of a Subsidiary) other than (a) the sale or other disposition of inventory in the ordinary course of business, (b) the sale, lease or other disposition of machinery, equipment and other assets no longer used or useful in the conduct of such member’s business, (c) the sale or financing of Receivables and Receivables Related Assets pursuant to the terms of a Qualified Securitization Transaction permitted hereunder and (d) any Involuntary Disposition.

“ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Bank and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.3(b) ), and accepted by the Applicable Agent, in substantially the form of Schedule 11.3(b) or any other form approved by the Applicable Agent.

“ Australian Dollars ” means the lawful currency of Australia.

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

“ Bail-In Legislation ” means, 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 for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Bank ” means each Person identified as a “Bank” on the signature pages hereto, each other Person that becomes a “Bank” in accordance with this Credit Agreement, and their respective successors and assigns, and, unless the context otherwise requires, includes the Swingline Bank. The term “Bank” shall include any Designated Bank.

“ Bank of America ” means Bank of America, N.A. and its successors.

“ Bank of America Fee Letter ” means the letter agreement dated November 22, 2017 among Bank of America, MLPFS, the Parent, Distribution, Medical, Barista I and Barista II, as amended, modified, supplemented or replaced from time to time.

“ Bankruptcy Code ” means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

“ Bankruptcy Event ” means, with respect to any Person, the occurrence of any of the following with respect to such Person: (a) a court or governmental agency having jurisdiction in the premises shall enter a decree or order for relief in respect of such Person in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or ordering the winding up or liquidation of its affairs; or (b) there shall be commenced against such Person an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded for a period of sixty consecutive days; or (c) such Person shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or make any general assignment for the benefit of creditors; or (d) such Person shall be unable to, or shall admit in writing its inability to, pay its debts generally as they become due.

“ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Wells Fargo Bank as its “prime rate” (or, in the case of any Term B Loan, the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”) and (c) subject to the implementation of a Replacement Rate in accordance with Section 3.7(c) , the Eurocurrency Rate plus 1.0%, provided that, for purposes of the foregoing clause (c) , the Base Rate for any day shall be based on the Eurocurrency Rate at approximately 11:00 a.m. (London time) on such day for Dollar deposits with an Interest Period of one month commencing on such date but shall otherwise be calculated in accordance with the definition of “Eurocurrency Rate”; provided , further , that, if the Base Rate shall be less than 0%, such rate shall be deemed 0% for purposes of this Credit Agreement. The “prime rate” is a rate set by Wells Fargo Bank or Bank of America, as applicable, based upon various factors including Wells Fargo Bank’s or Bank

of America’s, as applicable, costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such “prime rate” announced by Wells Fargo Bank or Bank of America, as applicable, shall take effect at the opening of business on the day specified in the public announcement of such change.

“ Base Rate Loan ” means a Loan that bears interest at a rate based on the Base Rate. All Base Rate Loans shall be available only to U.S. Borrowers and shall be denominated in Dollars.

“ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Internal Revenue Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) the assets of any such “employee benefit plan” or “plan”.

“ Bilateral Letter of Credit ” means any letter of credit, bank guarantee or surety instrument (other than any Letter of Credit) issued in the ordinary course of business.

“ Bilateral Letter of Credit Bank ” means any Person in its capacity as an issuer of a Bilateral Letter of Credit that (a) at the time it issues such Bilateral Letter of Credit for the benefit of a Credit Party or any Subsidiary, is a Bank, an Affiliate of a Bank, an Agent or an Affiliate of an Agent, or (b) within thirty (30) days after the time it issues a Bilateral Letter of Credit for the benefit of a Credit Party or any Subsidiary, becomes a Bank, an Affiliate of a Bank, an Agent or an Affiliate of an Agent; provided that for any of the foregoing to be included as a “Secured Bilateral Letter of Credit” on any date of determination by the Collateral Agent, the applicable Bilateral Letter of Credit Bank (other than an Agent or an Affiliate of an Agent) must have delivered a Secured Party Designation Notice to the Collateral Agent prior to such date of determination.

“ Bilateral Letter of Credit Obligations ” means all obligations of any Credit Party or any Subsidiary owing to a Bilateral Letter of Credit Bank in respect of any Secured Bilateral Letter of Credit (including, but not limited to, any interest or other amount accruing after the occurrence of a Bankruptcy Event with respect to any Credit Party or any Subsidiary, regardless of whether such interest or other amount is an allowed claim under the Bankruptcy Code); provided that (a) such Bilateral Letters of Credit shall otherwise be permitted pursuant to this Credit Agreement, and (b) the aggregate amount of all Bilateral Letter of Credit Obligations shall not exceed an amount equal to the greater of (i) $50,000,000, and (ii) 15% of Consolidated EBITDA (determined as of the end of the most recent fiscal quarter of the Parent for which financial statements have been delivered pursuant to Section 7.1(a) or (b) ).

“ Borrower Materials ” has the meaning specified in Section 7.1 .

“ Borrower Representative ” has the meaning specified in Section 2.9 .

“ Borrowers ” means (a) the U.S. Borrowers, and (b) the Foreign Borrowers.

“ Borrowing ” means a borrowing consisting of simultaneous Loans of the same type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Banks pursuant to Section 2.2 .

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative

Agent’s Office with respect to Obligations denominated in Dollars is located (and, with respect to the Term B Loans, the state where the Term B Facility Agent’s Office is located) and:

(a)      if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Credit Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market;

(b)      if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Credit Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day;

(c)      if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and

(d)      if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Credit Agreement in respect of any such Eurocurrency Rate Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

“ Businesses ” has the meaning specified in Section 6.20 .

“ Byram ” means Byram Healthcare Centers, Inc., a New Jersey corporation.

“ Canadian Dollars ” means the lawful currency of Canada.

“ Capital Lease ” means any lease the payments and obligations with respect to which would be required to be capitalized in accordance with GAAP.

“ Capital Stock ” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests and (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, the applicable Issuing Bank or the Swingline Bank (as applicable) and the Banks, as collateral for LOC Obligations, Obligations in respect of Swingline Loans, or obligations of Banks to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the applicable Issuing Bank or the Swingline Bank benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) the applicable Issuing Bank or the Swingline

Bank (as applicable). “ Cash Collateral ” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“ Cash Equivalents ” means (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof ( provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) Dollar denominated (or foreign currency fully hedged) time deposits, certificates of deposit, Euro time deposits and Euro certificates of deposit of (i) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (ii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof, from Moody’s is at least P-1 or the equivalent thereof or from Fitch is at least F1 or the equivalent thereof (any such bank being an “ Approved Bank ”), in each case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P, P-1 (or the equivalent thereof) or better by Moody’s or F1 (or the equivalent thereof) or better by Fitch and maturing within six months of the date of acquisition and (d) repurchase agreements with a bank or trust company (including a Bank) or a recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which the Borrowers shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations. Notwithstanding anything above, it is understood and agreed that auction rate securities shall not constitute Cash Equivalents.

“ Change in Law ” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline 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 or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“ Change of Control ” means the occurrence of any of the following events: (a) any Person or two or more Persons acting in concert shall have acquired beneficial ownership, directly or indirectly, of Voting Stock of the Parent (or other securities convertible into such Voting Stock) representing 35% or more of the combined voting power of all Voting Stock of the Parent, or (b) during any period of up to 12 consecutive months, commencing after the Closing Date, individuals who at the beginning of such 12 month period were directors of the Parent, together with any directors whose election or nomination for election to the board of directors of the Parent (whether by the board of directors of the Parent or any shareholder of the Parent) was approved by a majority of the directors who either were directors of the Parent at the beginning of such 12 month period or whose election or nomination for election was so approved, cease to constitute a majority of the board of directors of the Parent, or (c) any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of, control over Voting Stock of the Parent (or other securities convertible into such securities) representing 35% or more of the combined voting power of all Voting Stock of the Parent, or (d) the Parent shall fail to own (directly or indirectly) 100% of the Capital

Stock of each Borrower. As used herein, “beneficial ownership” shall have the meaning provided in Rule 13d-3 of the Securities and Exchange Commission under the Securities and Exchange Act of 1934.

“ Closing Date ” means July 27, 2017.

“ Closing Date Acquisition ” means the Acquisition by Barista I and Barista II of all of the outstanding partnership interests of Mediq USA Holdings pursuant to the Closing Date Acquisition Agreement.

“ Closing Date Acquisition Agreement ” means that certain Interest Purchase Agreement, dated as of May 2, 2017, by and among Mediq B.V. and Mediq International B.V., as sellers, Mediq USA Holdings, Barista I and Barista II, as buyers, and the Parent (including all schedules and exhibits thereto).

“ Collateral ” means a collective reference to all Property with respect to which Liens in favor of the Collateral Agent, for the benefit of the Secured Parties, are purported to be granted pursuant to and in accordance with the terms of the Collateral Documents; provided , that , “Collateral” shall not include any Excluded Property.

“ Collateral Agent ” has the meaning specified in the introductory paragraph hereto, together with any permitted successors and assigns.

“ Collateral Documents ” means, collectively, the Security Agreement, each Joinder Agreement, each of the collateral assignments, security agreements, pledge agreements or other similar agreements delivered to the Collateral Agent pursuant to Section 7.13 , and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

“ Commitment Period ” means, in respect of the Aggregate Revolving Committed Amount, the period from and including the Closing Date to but not including the earlier of (a) the Revolving Termination Date, and (b) the date on which the Revolving Commitments shall terminate in accordance with the provisions of this Credit Agreement.

“ Commitments ” means the Revolving Commitments, the Swingline Commitment, the Term Commitments and the Incremental Term Commitments.

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

“ Competitor ” means any competitor of the Parent or any Subsidiary that is in the same or a similar line of business as the Parent or any Subsidiary and designated in writing from time to time by the Borrower Representative to the Administrative Agent and the Term B Facility Agent.

“ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ Consolidated EBITDA ” means, for any period, in each case for the members of the Consolidated Group on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following, without duplication, to the extent deducted in calculating such Consolidated Net Income (other than amounts specifically excluded from Consolidated Net Income under clauses (a) through (c) of the

definition of Consolidated Net Income) (or, in the case of amounts pursuant to clause (a)(ix) below, not already included in Consolidated Net Income): (i) Consolidated Interest Expense for such period; (ii) taxes paid for such period; (iii) depreciation and amortization for such period; (iv) all extraordinary or other non-recurring expenses and charges for such period which do not represent a cash item in such period (including but not limited to items defined under GAAP such as losses on asset disposals, impairment losses on long-lived assets, exit and restructuring costs and goodwill impairment losses); provided , that , any expenses or charges incurred in such period, during the fiscal years of the Parent ending December 31, 2017 and December 31, 2018, in connection with the Rapid Business Transformation and Client Engagement Centers reorganization and transformation shall not be added back to Consolidated EBITDA pursuant to this clause (a)(iv) (it being understood and agreed that such expenses and charges may be added back pursuant to clause (a)(viii) below to the extent permitted pursuant to clause (a)(viii) below); (v) expenses incurred in such period in connection with the issuance of stock options as compensation to employees and/or management of any member of the Consolidated Group; (vi) any costs and expenses incurred in such period in connection with any Investment permitted pursuant to this Credit Agreement, any Acquisition permitted pursuant to this Credit Agreement, any Asset Disposition permitted pursuant to this Credit Agreement, any equity issuance permitted pursuant to this Credit Agreement or any incurrence, payment, prepayment, refinancing or redemption of Indebtedness permitted pursuant to this Credit Agreement (including fees and expenses related to the Loans and LOC Obligations, and any amendments, supplements and modifications thereof), including the amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, in each case, whether or not consummated; (vii) implementation costs incurred in such period that are associated with Software as a Service (SaaS) as part of the adoption of ASU 2015-05; (viii) all expenses and charges incurred in such period, during the fiscal years of the Parent ending December 31, 2017 and December 31, 2018, in connection with the Rapid Business Transformation and Client Engagement Centers reorganization and transformation; provided , that , the aggregate amount of such expenses and charges added back to Consolidated EBITDA pursuant to this clause (a)(viii) shall not exceed $35,200,000 during the term of this Credit Agreement; and (ix) synergies related to the Second Amendment Acquisition which are projected by the Parent in good faith to be realized within eighteen (18) months after the Second Amendment Effective Date as a result of actions taken in such period, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such actions; provided that (A) a duly completed certificate signed by a Responsible Officer of the Parent shall be delivered to the Administrative Agent certifying that such synergies are reasonably identifiable and reasonably anticipated to be realized within eighteen (18) months of the Second Amendment Effective Date and are factually supportable, and (B) the aggregate amount added back pursuant to this clause (a)(ix) for any period shall not exceed $25,000,000; minus (b) the following, without duplication, to the extent included in calculating such Consolidated Net Income: (i) all extraordinary or other non-recurring, non-cash items increasing such Consolidated Net Income for such period; and (ii) any cash payments made during such period in respect of items described in clause (a)(iv) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were incurred. Notwithstanding the above, the adjustments in clauses (a)(iv) and (b) shall be limited to those amounts that are separately disclosed by the Parent in its Forms 10-K or 10-Q filed with the Securities and Exchange Commission.

“ Consolidated Group ” means the Parent and its Subsidiaries.

“ Consolidated Interest Coverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date of determination, to (b) Consolidated Interest Expense for the period of four consecutive fiscal quarters most recently ended on or prior to such date of determination.

“ Consolidated Interest Expense ” means, for any period, all interest expense, including the amortization of debt discount and premium, the interest component under Capital Leases and the implied interest component under Securitization Transactions (including, without limitation, the discount in connection with the sale of Receivables and Receivables Related Assets in connection with a Qualified Securitization Transaction), in each case for the members of the Consolidated Group on a consolidated basis determined in accordance with GAAP.

“ Consolidated Net Income ” means, for any period, the net income (or loss) of the members of the Consolidated Group on a consolidated basis determined in accordance with GAAP, but excluding:

(a)      any extraordinary gains or losses and any taxes on such excluded gains and any tax deductions or credits on account of any such excluded losses;

(b)      net earnings of any Person (other than a Subsidiary) in which any member of the Consolidated Group has an ownership interest unless such net earnings shall have actually been received by such member of the Consolidated Group in the form of cash distributions; and

(c)      any portion of the net earnings of any Subsidiary which for any reason is unavailable for payment of dividends to the members of the Consolidated Group.

“ Consolidated Total Assets ” means, as of any date, the sum of (a) all items which would be classified as assets of the members of the Consolidated Group on a consolidated basis determined in accordance with GAAP plus (b) to the extent not included in the foregoing clause (a) , the aggregate net book value of all Receivables transferred to a Securitization Subsidiary or other Person in connection with a Qualified Securitization Transaction.

“ Consolidated Total Debt ” means, as of any date, all Funded Debt of the members of the Consolidated Group on a consolidated basis determined in accordance with GAAP.

“ Consolidated Total Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Total Debt on such date, to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date of determination.

“ Credit Agreement ” has the meaning specified in the introductory paragraph hereto.

“ Credit Documents ” means, collectively, this Credit Agreement, each Note, each Collateral Document, each Fee Letter, each Incremental Term Joinder Agreement, each Foreign Borrower Joinder Agreement, each LOC Document, each Refinancing Amendment, any joinder documentation executed and delivered pursuant to Section 2.12(b) , any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 3.19 , and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto and specified as a Credit Document (in each case as the same may be amended, modified, restated, supplemented, extended, renewed or replaced from time to time) (but specifically excluding any Secured Swap Contract, any Secured Treasury Management Agreement and any Secured Bilateral Letter of Credit).

“ Credit Party ” means any Borrower or any Guarantor.

“ Daily LIBOR Rate ” means, for each day with respect to any Swingline Loan issued pursuant to Section 2.2(a)(ii) , and subject to the implementation of a Replacement Rate in accordance with Section 3.7(c) , the rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) as published by the

IBA as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) on such day and having an advance date of such day and a maturity date of one month; provided , however , if more than one rate is specified by the IBA, the applicable rate shall be the arithmetic mean of all such rates. Notwithstanding anything to the contrary herein, (x) in no event shall the Daily LIBOR Rate be less than 0%, and (y) unless otherwise specified in any amendment to this Credit Agreement entered into in accordance with Section 3.7(c) , in the event that a Replacement Rate with respect to the Daily LIBOR Rate is implemented, then all references herein to the Daily LIBOR Rate shall be deemed references to such Replacement Rate.

“ Daily LIBOR Swingline Loan ” means a Swingline Loan that bears interest at a rate based on the Daily LIBOR Rate.

“ Debt Issuance ” means the issuance by any member of the Consolidated Group of any Indebtedness other than Indebtedness permitted under Section 8.1 .

“ Debt Rating ” means, with respect to the Parent, the S&P Rating, the Moody’s Rating and/or the Fitch Rating.

“ Debtor Relief Laws ” means 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 ” means any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

“ Default Rate ” means (a) when used with respect to Obligations other than Standby Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Percentage, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided , however , that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Percentage) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Standby Letter of Credit Fees, a rate equal to the Applicable Percentage plus 2% per annum.

“ Defaulting Bank ” means, subject to Section 3.18 , any Bank that, as determined by the Applicable Agent, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swingline Loans, within three Business Days of the date required to be funded by it hereunder unless such Bank notifies the Applicable Agent and the Borrower Representative in writing that such failure is the result of such Bank’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (b) has notified the Borrower Representative or the Applicable Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder, (c) has notified the Borrower Representative or the Applicable Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations under agreements (other than this Credit Agreement) in which it commits to extend credit, unless such failure is the subject of a good faith dispute, (d) has failed, within three Business Days after written request by the Applicable Agent, to confirm in a manner satisfactory to the Applicable Agent that it will comply with its funding obligations, or (e) 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 a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it,

(iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment or (iv) become the subject of a Bail-In Action; provided that a Bank shall not be a Defaulting Bank solely by virtue of the ownership or acquisition of any equity interest in that Bank or any direct or indirect parent company thereof by a Governmental Authority.

“ Designated Bank ” has the meaning specified in Section 2.13 .

“ Disqualified Institutions ” means (a) those banks, financial institutions or other institutional lenders that have been identified by legal name in writing by the Borrower Representative to Bank of America prior to November 22, 2017, (b) those Competitors that have been identified by legal name in writing by the Borrower Representative to Bank of America prior to November 22, 2017, (c) any other Competitor that has been identified by legal name in writing by the Borrower Representative to the Administrative Agent and the Term B Facility Agent after the Second Amendment Effective Date (the list of banks, financial institutions or other institutional lenders provided by the Borrower Representative to Bank of America prior to November 22, 2017 in accordance with clause (a) above, together with the list of Competitors provided by the Borrower Representative to Bank of America prior to November 22, 2017 in accordance with clause (b) above (as such list may be supplemented from time to time by the Borrower Representative pursuant to this clause (c) ), collectively the “ DQ List ”; it being understood that the Borrower Representative shall be required to provide (in accordance with this clause (c) ) a fully updated DQ List to the Administrative Agent and the Term B Facility Agent in order to supplement such DQ List after the Second Amendment Effective Date), which designation shall become effective one day after the date that such written designation to the Administrative Agent and the Term B Facility Agent is made available to the Banks on IntraLinks/IntraAgency, Syndtrak or another similar electronic system, and (d) as of any date of determination, any Person that is obviously (based solely on the similarity of the legal name of such Person to the name of a Competitor set forth on the DQ List) an Affiliate of any Competitor set forth on the DQ List as of such date; provided , that , the foregoing shall not apply to retroactively disqualify any Person that has previously acquired an assignment or participation in the Loans and/or Commitments to the extent that any such Person was not a Disqualified Institution at the time of the applicable assignment or participation.

“ Distribution ” has the meaning specified in the introductory paragraph hereto.

“ Dollar Equivalent ” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the applicable Issuing Bank, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

“ Dollars ” and “ $ ” means dollars in lawful currency of the United States.

“ Domestic Credit Party ” means any Credit Party that is incorporated or organized under the laws of any State of the United States or the District of Columbia.

“ Domestic Subsidiary ” means any Subsidiary that is incorporated or organized under the laws of any State of the United States or the District of Columbia.

“ DQ List ” has the meaning specified in the definition of “Disqualified Institutions”.

“ EEA Financial Institution ” means (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 ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” means 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.

“ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Sections 11.3(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 11.3(b)(iii) ) and, if such Person is a Disqualified Institution, subject to the terms of Section 11.3(h) .

“ EMU Legislation ” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“ Environmental Laws ” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or other governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any member of the Consolidated Group directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto, as interpreted by the rules and regulations thereunder, all as the same may be in effect from time to time. References to sections of ERISA shall be construed also to refer to any successor sections.

“ ERISA Affiliate ” means an entity which is under common control with the Parent within the meaning of Section 4001(a)(14) of ERISA, or is a member of a group which includes the Parent and which is treated as a single employer under Sections 414(b) or (c) of the Internal Revenue Code.

“ ERISA Event ” means (a) Reportable Event with respect to a Plan; (b) a withdrawal by the Parent or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which it or such ERISA Affiliate was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Parent or any ERISA Affiliate from a Multiemployer Plan; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; or (f) the imposition of any material liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon

the Parent or any ERISA Affiliate. Notwithstanding the foregoing, the termination of the Parent’s Plan, which was approved by the Parent in December 2009 and has been publicly disclosed, shall not be an ERISA Event.

“ 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.

“ Euro ” and “ EUR ” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“ Eurocurrency Rate ” means (subject, in the case of clause (a) below, to the implementation of a Replacement Rate in accordance with Section 3.7(c) ), for any Interest Period with respect to a Eurocurrency Rate Loan, (a) denominated in Dollars, Euro, Sterling or Yen, the rate of interest per annum determined on the basis of the rate for deposits in Dollars, Euro, Sterling or Yen, as applicable, for a period equal to the applicable Interest Period as published by the IBA at approximately 11:00 a.m. (London time) two London Banking Days prior to the first day of the applicable Interest Period (it being understood that if, for any reason, any such rate is not so published, then the “Eurocurrency Rate” shall be determined by the Applicable Agent to be the arithmetic average of the rate per annum at which deposits in Dollars, Euros, Sterling or Yen, as applicable, would be offered by first class banks in the London interbank market to the Applicable Agent at approximately 11:00 a.m. (London time) two London Banking Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period), (b) denominated in Canadian Dollars, the rate of interest per annum equal to the Canadian Dollar Offered Rate, or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 10:00 a.m. (Toronto, Ontario time) on the first day of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent) (or if such day is not a Business Day, then on the immediately preceding Business Day) with a term equivalent to such Interest Period, and (c) denominated in Australian Dollars, the rate per annum equal to the Bank Bill Swap Reference Bid Rate, or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 10:30 a.m. (Melbourne, Australia time) on the date that is two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent) (or if such day is not a Business Day, then on the immediately preceding Business Day) with a term equivalent to such Interest Period. Notwithstanding anything to the contrary herein, (x) in no event shall the Eurocurrency Rate (including any Replacement Rate with respect thereto) be less than 0%, and (y) unless otherwise specified in any amendment to this Credit Agreement entered into in accordance with Section 3.7(c) , in the event that a Replacement Rate with respect to rate specified in clause (a) of the definition of Eurocurrency Rate is implemented, then all references herein to the Eurocurrency Rate for such rate shall be deemed references to such Replacement Rate.

“ Eurocurrency Rate Loan ” means a Loan that bears interest at a rate based on the Eurocurrency Rate. Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative Currency. All Loans denominated in an Alternative Currency must be Eurocurrency Rate Loans.

“ Event of Default ” has the meaning specified in Section 9.1 .

“ Excess Cash Flow ” means, for any period, an amount (to the extent positive) equal to the total of (a) the sum of (i) Consolidated EBITDA for such period (without giving effect to any pro forma adjustment thereto as required by Section 1.3(c) ), plus (ii) any net decrease in Working Capital during such period, minus (b) the sum, without duplication, of (i) all scheduled payments of principal on Indebtedness made by the Parent and its Subsidiaries during such period, plus (ii) capital expenditures made in cash by the Parent or any of its Subsidiaries during such period (other than capital expenditures financed with the proceeds of non-revolving Indebtedness), plus (iii) the amount of any taxes paid in cash by the Parent or any of its Subsidiaries during such period, plus (iv) the amount of all ordinary cash dividends made by the Parent during such period and permitted pursuant to Section 8.12(c) (other than any such ordinary cash dividends financed with the proceeds of non-revolving Indebtedness), plus (v) Consolidated Interest Expense paid in cash for such period, plus (vi) amounts added back to Consolidated EBITDA pursuant to clause (a)(ix) thereof for such period, plus (vii) any net increase in Working Capital during such period.

“ Excess Cash Flow Payment Date ” means the date occurring 100 days after the end of each Excess Cash Flow Period, commencing with the Excess Cash Flow Period ending December 31, 2018.

“ Excess Cash Flow Period ” means each fiscal year of the Parent ending on or after December 31, 2018; provided that for the fiscal year ending December 31, 2018, the Excess Cash Flow Period shall be the period from the Second Amendment Effective Date to and including December 31, 2018.

“ Excluded Property ” means, (a) with respect to any Domestic Credit Party: (i) any owned or leased real property of such Domestic Credit Party; (ii) unless requested by the Collateral Agent or the Required Banks, any personal property (including motor vehicles) of such Domestic Credit Party in respect of which perfection of a Lien is not either (A) governed by the UCC, or (B) effected by appropriate evidence of the Lien being filed in either the United States Copyright Office or the United States Patent and Trademark Office; (iii) (A) until the Unrestricted Subsidiary Termination Date, the Capital Stock of the Unrestricted Subsidiary; provided that immediately upon the occurrence of the Unrestricted Subsidiary Termination Date, if the Capital Stock of the Unrestricted Subsidiary is owned by a Domestic Credit Party at such time, a security interest in the Capital Stock of the Unrestricted Subsidiary shall be automatically and simultaneously granted under the Collateral Documents and the such Capital Stock shall be included as Collateral; and (B) the Capital Stock of any Foreign Subsidiary owned by such Domestic Credit Party to the extent not required to be pledged to secure the Obligations pursuant to Section 7.13(a) ; (iv) any property of such Domestic Credit Party which, subject to the terms of Section 8.1(c) , is subject to a Lien of the type described in clause (g) of the definition of “Permitted Liens” pursuant to documents that prohibit such Domestic Credit Party from granting any other Liens in such property; (v) any general intangible, permit, lease, license, contract or other instrument of such Domestic Credit Party to the extent the grant of a security interest in such general intangible, permit, lease, license, contract or other instrument in the manner contemplated by the Collateral Documents, under the terms thereof or under applicable law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Domestic Credit Party’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided that (A) any such limitation described in the foregoing clause (a)(v) on the security interests granted pursuant to the Collateral Documents shall only apply to the extent that any such prohibition is not rendered ineffective pursuant to the UCC or other applicable law (including Debtor Relief Laws) or principles of equity, and (B) in the event of the termination or elimination of any such limitation or the requirement for any consent contained in any applicable law, general intangible, permit, lease, license, contract or other instrument, to the extent sufficient to permit any such item to become Collateral, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such general intangible, permit, lease, license, contract or other instrument shall be automatically and simultaneously granted under the Collateral Documents and shall be included as Collateral; (vi) any “intent-to-use”

application for registration of a trademark of such Domestic Credit Party filed in the United States Patent and Trademark Office pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. §1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; (vii) any deposit account of such Domestic Credit Party established solely for the purpose of funding payroll, payroll taxes, healthcare reimbursements and other benefits to employees; (viii) any deposit account of such Domestic Credit Party established solely for the purpose of escrow arrangements or to hold funds owned by Persons other than a member of the Consolidated Group; and (ix) assets of such Domestic Credit Party as to which the Collateral Agent and the Borrower Representative agree in writing that the cost or other consequences of obtaining a security interest therein or perfection thereof are excessive in view of the benefits to be obtained by the Secured Parties therefrom; and (b) with respect to any Foreign Borrower, all assets of such Foreign Borrower.

“ Excluded Swap Obligation ” means, with respect to any Credit Party, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Credit Party of, or the grant by such Credit Party of a Lien to secure, 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 Credit Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 4.8 and any other “keepwell, support or other agreement” for the benefit of such Credit Party and any and all other guarantees of such Credit Party’s Swap Obligations by other Credit Parties) and the regulations thereunder at the time the guarantee of such Credit Party, or the grant by such Credit Party of a Lien, 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 or security interest is or becomes illegal.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient,

(a)      Taxes imposed on or measured by its net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or its Applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes,

(b)      in the case of a Bank (other than an assignee pursuant to a request by the Borrower Representative under Section 11.18 ), any United States federal withholding Tax that is imposed on amounts payable to such Bank pursuant to the Laws in force at the time such Bank becomes a party hereto or designates a new Applicable Lending Office, except to the extent that such Bank (or its assignor, if any) was entitled, at the time of assignment or designation of a new Applicable Lending Office to receive additional amounts from the Borrowers with respect to such withholding Tax pursuant to Section 3.11(a) or Section 3.11 (c)(i) ,

(c)      Taxes attributable to such Recipient’s failure or inability to comply with any provisions of Section 3.11(e) , or

(d)      any United States federal withholding Taxes imposed under FATCA.

“ Existing Credit Agreement ” means that certain Credit Agreement dated as of June 5, 2012, among Distribution and Medical, as borrowers, the Parent, the other guarantors party thereto, the lenders party thereto and Wells Fargo Bank, as administrative agent, as amended, modified or supplemented from time to time prior to the Closing Date.

“ Existing Letters of Credit ” means those certain letters of credit listed on Schedule 1.1 .

“ Existing Revolving Termination Date ” has the meaning specified in Section 2.11(a) .

“ Extension Date ” has the meaning specified in Section 2.11(a) .

“ Extension of Credit ” means, as to any Bank (including the Swingline Bank) or any Issuing Bank, the making of, or participation in, a Loan by such Bank or the issuance, amendment, increase or extension of, or participation in, a Letter of Credit by such Issuing Bank.

“ Facility Office ” means the office designated by the applicable Bank through which such Bank will perform its obligations under this Credit Agreement.

“ FATCA ” means Sections 1471 through 1474 of the Internal Revenue Code, as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any applicable intergovernmental agreements implementing the foregoing.

“ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Applicable Agent on such day on such transactions as determined by the Applicable Agent.

“ Fee Letters ” mean (a) the Bank of America Fee Letter, (b) the Wells Fargo Bank Fee Letter, and (c) the Joint Fee Letter.

“ Fees ” means all fees payable pursuant to Section 3.5 .

“ Financial Officer ” means the chief financial officer, principal accounting officer, controller, treasurer or any assistant treasurer or an equivalent officer of any of the foregoing.

“ Fitch ” means Fitch Rating, part of the Fitch Group, a subsidiary of Fimalac, S.A., or any successor or assignee of the business of such company in the business of rating securities.

“ Fitch Rating ” means, at any time for the Parent, the rating issued by Fitch and then in effect with respect to the Parent’s senior unsecured long term debt securities without third party credit enhancement.

“ Foreign Bank ” means any Bank that is not a U.S. Person.

“ Foreign Borrower ” means each Foreign Subsidiary that is, or may from time to time become party to this Credit Agreement pursuant to Section 2.12(a) .

“ Foreign Borrower Joinder Agreement ” means a joinder agreement, in a form reasonably satisfactory to the Administrative Agent, executed and delivered by an Applicant Foreign Borrower, the then-existing Borrowers, the Parent, the Guarantors (if any) and the Administrative Agent.

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

“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.

“ Fronting Exposure ” means, at any time there is a Defaulting Bank that is a Revolving Bank, (a) with respect to any Issuing Bank, such Defaulting Bank’s Revolving Commitment Percentage of the outstanding LOC Obligations relating to the Letters of Credit issued by such Issuing Bank other than such LOC Obligations as to which such Defaulting Bank’s participation obligation has been reallocated to other Banks or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Bank, such Defaulting Bank’s Revolving Commitment Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting Bank’s participation obligation has been reallocated to other Banks or Cash Collateralized in accordance with the terms hereof.

“ Fund ” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“ Funded Debt ” means, with respect to any Person, without duplication, (a) the principal amount of all obligations of such Person for borrowed money; (b) the principal amount of all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made; (c) the principal amount of all Support Obligations of such Person with respect to Funded Debt of another Person; (d) the maximum stated amount of all standby letters of credit issued or bankers’ acceptances facilities created for the account of such Person and, without duplication, all drafts drawn thereunder to the extent unreimbursed (other than letters of credit (i) supporting other Indebtedness of such Person or (ii) offset by a like amount of cash or government securities pledged or held in escrow to secure such letter of credit and draws thereunder); (e) the principal amount of all purchase money Indebtedness (including for purposes hereof, indebtedness and obligations in respect of conditional sale or title retention arrangements described in clause (j) of the definition of “Indebtedness” and obligations in respect of the deferred purchase price of property or services described in clause (c) of the definition of “Indebtedness”) of such Person, including without limitation the principal portion of all obligations of such Person under Capital Leases; (f) the principal amount of all Funded Debt of another Person secured by a Lien on any Property of such Person, whether or not such Funded Debt has been assumed; provided that for purposes hereof the amount of such Funded Debt shall be limited to the amount of such Funded Debt as to which there is recourse to such Person or the fair market value of the property which is subject to the Lien, if less; (g) the aggregate net amount of Indebtedness or obligations relating to the sale, contribution or other conveyance of accounts receivable (or similar transaction) (exclusive of intercompany obligations owing

between the Securitization Subsidiary and a Credit Party pursuant to a Qualified Securitization Transaction permitted hereunder) regardless of whether such transaction is effected without recourse or in a manner which would not be reflected on a balance sheet in accordance with GAAP; (h) the principal balance outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease under GAAP; and (i) the maximum amount of all contingent obligations (including, without limitation, obligations to make earn-out payments) of such Person payable in cash incurred in connection with Acquisitions permitted under Section 8.4 and Acquisitions consummated prior to the Closing Date. The Funded Debt of any Person shall include the Funded Debt of any partnership or joint venture in which such Person is a general partner or joint venturer, but only to the extent to which there is recourse to such Person for the payment of such Funded Debt. For purposes hereof, Funded Debt shall also include payments in respect of Funded Debt which constitute current liabilities of the obligor under GAAP. For purposes of determining the amount of any earn-out payments to be included as Funded Debt, the amount of earn-out payments shall be deemed to be the aggregate liability in respect thereof, as determined in accordance with GAAP.

“ GAAP ” means generally accepted accounting principles in the United States applied on a consistent basis and subject to the terms of Section 1.3 .

“ Governmental Authority ” means any federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body.

“ Guaranteed Parties ” means, collectively, the Agents, the Banks, the Issuing Banks, the Swap Banks, the Treasury Management Banks, the Bilateral Letter of Credit Banks, and each co-agent or sub-agent appointed by any Agent from time to time pursuant to Section 10.5 , and, in each case, their respective successors and permitted assigns.

“ Guarantor ” means (a) the Parent, (b) each Person identified as a “Guarantor” on the signature pages hereto, (c) each Additional Credit Party, (d) with respect to all Obligations arising under Secured Swap Contracts, Secured Treasury Management Agreements, Secured Bilateral Letters of Credit and any Swap Obligation of a Specified Credit Party (determined before giving effect to Sections 4.1 and 4.8 ), each U.S. Borrower, and (e) the successors and permitted assigns of the foregoing.

“ Halyard ” means Halyard Health, Inc., a Delaware corporation.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ IBA ” means the ICE Benchmark Administration Limited, a United Kingdom company, or a comparable or successor quoting service approved by the Applicable Agent.

“ Incremental Facility ” has the meaning specified in Section 2.10 .

“ Incremental Term A Loan ” means any Incremental Term Loan structured as a term A loan.

“ Incremental Term B Loan ” means any Incremental Term Loan structured as a term B loan.

“ Incremental Term Bank ” means each of the Persons identified as an “Incremental Term Bank” in an Incremental Term Joinder Agreement (so long as such Persons are Banks at the time of execution of such Incremental Term Joinder Agreement or other Persons selected at such time by the Borrower Representative and acceptable to the Administrative Agent (so long as such Persons would be permitted at such time by Section 11.3(b)(v) to become assignees hereunder)), together with their respective successors and assigns.

“ Incremental Term Commitment ” means, as to each Incremental Term Bank with respect to an Incremental Term Facility, the commitment of such Incremental Term Bank to make an Incremental Term Loan with respect to such Incremental Term Facility, in the aggregate principal amount set forth in the Incremental Term Joinder Agreement for such Incremental Term Facility.

“ Incremental Term Commitment Percentage ” means, with respect to each Incremental Term Bank under an Incremental Term Facility, a fraction (expressed as a percentage) the numerator of which is the Incremental Term Committed Amount of such Incremental Term Bank with respect to such Incremental Term Facility at such time and the denominator of which is the aggregate amount of the Incremental Term Commitments under such Incremental Term Facility at such time.

“ Incremental Term Committed Amount ” means, with respect to each Incremental Term Bank under an Incremental Term Facility at any time, (a) so long as such Incremental Term Bank’s Incremental Term Commitment with respect to such Incremental Term Facility is in effect at such time, the amount of such Incremental Term Bank’s Incremental Term Commitment with respect to such Incremental Term Facility at such time, and (b) if the Incremental Term Commitments for such Incremental Term Facility have terminated or expired at such time, the Outstanding Amount of such Incremental Term Bank’s Incremental Term Loan under such Incremental Term Facility at such time.

“ Incremental Term Facility ” means, at any time, with respect to any Incremental Term Joinder Agreement, the aggregate principal amount of all Incremental Term Loans made by Incremental Term Banks pursuant to such Incremental Term Joinder Agreement that are outstanding at such time.

“ Incremental Term Facility Termination Date ” with respect to any Incremental Term Facility, shall be as set forth in the applicable Incremental Term Joinder Agreement for such Incremental Term Facility.

“ Incremental Term Joinder Agreement ” means a joinder agreement, substantially in the form of Schedule 2.10 , or such other form as shall be reasonably approved by the Administrative Agent, executed and delivered in accordance with the provisions of Section 2.10(b) .

“ Incremental Term Loan ” means an advance made by an Incremental Term Bank under an Incremental Term Facility.

“ Indebtedness ” means, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money; (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made; (c) all obligations of such Person issued or assumed as the deferred purchase price of Property or services purchased by such Person which would appear as liabilities on a balance sheet of such Person in accordance with GAAP; (d) all Support Obligations of such Person with respect to Indebtedness of another Person; (e) the maximum stated amount of all standby letters of credit issued or bankers’ acceptances facilities created for the account of such Person and, without duplication, all drafts drawn thereunder to the extent unreimbursed (other than letters of credit (i) supporting other Indebtedness of such Person or (ii) offset by a like amount of cash or government

securities pledged or held in escrow to secure such letter of credit and draws thereunder); (f) the principal portion of all obligations of such Person under Capital Leases; (g) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, Property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed; provided that for purposes hereof the amount of such Indebtedness shall be limited to the amount of such Indebtedness as to which there is recourse to such Person or the fair market value of the Property which is subject to the Lien, if less; (h) all obligations of such Person under take-or-pay or similar arrangements or under commodities agreements; (i) the Swap Termination Value of any Swap Contract; (j) all obligations of such Person under conditional sale or other title retention agreements relating to Property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business); (k) all preferred stock issued by such Person and which by the terms thereof could be (at the request of the holders thereof or otherwise) subject to mandatory sinking fund payments, redemption or other acceleration at any time prior to the Latest Termination Date; (l) the aggregate net amount of Indebtedness or obligations relating to the sale, contribution or other conveyance of accounts receivable (or similar transaction) (exclusive of intercompany obligations owing between the Securitization Subsidiary and a Credit Party pursuant to a Qualified Securitization Transaction permitted hereunder) regardless of whether such transaction is effected without recourse or in a manner which would not be reflected on a balance sheet in accordance with GAAP; (m) the principal portion of all obligations of such Person under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease under GAAP; (n) the Indebtedness of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer, but only to the extent to which there is recourse to such Person for the payment of such Indebtedness; and (o) the maximum amount of all contingent obligations (including, without limitation, obligations to make earn-out payments) of such Person incurred in connection with Acquisitions permitted under Section 8.4 and Acquisitions consummated prior to the Closing Date. For purposes hereof, Indebtedness shall also include payments in respect of Indebtedness which constitute current liabilities of the obligor under GAAP. The Indebtedness of any Person shall not include (x) trade debt incurred in the ordinary course of business and due within twelve months of the incurrence thereof, (y) accrued expenses and (z) accrued pension and retirement plan liabilities to the extent such liabilities would not appear as debt on a balance sheet of such Person in accordance with GAAP.

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

“ Indemnitee ” has the meaning specified in Section 11.5(b) .

“ Information ” has the meaning specified in Section 11.14 .

“ Intellectual Property ” means all trademarks, trademark applications, service marks, trade names, copyrights, copyright applications, patents, patent applications, patent rights, franchises, licenses and other intellectual property rights.

“ Interest Payment Date ” means (a) as to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Loan and the applicable Termination Date; provided , however , that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including any Swingline Loan bearing interest at the Base Rate) or Daily LIBOR Swingline Loan,

the last Business Day of each March, June, September and December and the applicable Termination Date (with Swingline Loans being deemed made under the Aggregate Revolving Committed Amount for purposes of this definition).

“ Interest Period ” means, with respect to Eurocurrency Rate Loans, a period of 7 days’, one, two, three or six months’ duration ( provided that no more than one such 7-day Interest Period may be outstanding at any time), as the Borrower Representative may elect, commencing in each case on the date of the borrowing (including conversions, extensions and renewals); provided , however , that (a) if any Interest Period would end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day (except that where the next succeeding Business Day falls in the next succeeding calendar month, then on the next preceding Business Day), (b) no Interest Period shall extend beyond the applicable Termination Date and (c) where an Interest Period begins on a day for which there is no numerically corresponding day in the calendar month in which the Interest Period is to end, such Interest Period shall end on the last day of such calendar month.

“ Internal Revenue Code ” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time. References to sections of the Internal Revenue Code shall be construed also to refer to any successor sections.

“ Investment ” in any Person means (a) the acquisition (whether for cash, property, services, assumption of Indebtedness, securities or otherwise) of Capital Stock, bonds, notes, debentures, partnership, joint ventures or other ownership interests or other securities of such other Person, (b) any advance, loan or other extension of credit to, such Person or (c) any other capital contribution to or investment in such Person, including, without limitation, any Support Obligations (including any payment guaranty or support for a letter of credit issued on behalf of such Person) incurred for the benefit of such Person, but excluding any Restricted Payment to such Person. For purposes hereof, Investment shall not include any funding by any Credit Party of qualified or nonqualified retirement or other benefit plans for directors, officers or employees pursuant to the terms thereof.

“ Involuntary Disposition ” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any Property of any member of the Consolidated Group.

“ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“ Issuing Bank ” means (a) Wells Fargo Bank, in its capacity as issuer of the Existing Letters of Credit, (b) Bank of America, in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of such Letters of Credit hereunder, (c) JPMorgan Chase Bank, N.A., in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of such Letters of Credit hereunder, or (d) any other Revolving Bank selected by the Borrower Representative pursuant to Section 2.6(k) from time to time to issue Letters of Credit ( provided that no Revolving Bank shall be required to become an Issuing Bank pursuant to this clause (d) without such Revolving Bank’s consent), or any successor issuer thereof.

“ Joinder Agreement ” means a Joinder Agreement substantially in the form of Schedule 7.11 executed and delivered by an Additional Credit Party in accordance with the provisions of Section 7.11 .

“ Joint Fee Letter ” means that certain letter agreement dated November 22, 2017 among Bank of America, MLPFS, Wells Fargo Bank, Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., SunTrust

Bank, SunTrust Robinson Humphrey, Inc., PNC Bank, National Association, PNC Capital Markets LLC, U.S. Bank National Association, MUFG Bank, Ltd., formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd., Branch Banking and Trust Company, Citibank, N.A., HSBC Bank USA, National Association, the Parent, Distribution, Medical, Barista I and Barista II, as further amended, modified, supplemented or replaced from time to time.

“ Junior Debt Payment ” has the meaning specified in Section 8.14 .

“ Latest Termination Date ” means, at any date of determination, the latest of the Revolving Termination Date, the Term Facilities Termination Date, the Term B Facility Termination Date, or the latest Incremental Term Facility Termination Date, in each case as extended in accordance with the terms of this Credit Agreement from time to time.

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

“ Letter of Credit ” means any standby letter of credit issued by an Issuing Bank for the account of any member of the Consolidated Group in accordance with the terms of Section 2.1(c) and shall include the Existing Letters of Credit. Letters of Credit may be issued in Dollars or an Alternative Currency.

“ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by an Issuing Bank.

“ Letter of Credit Expiration Date ” means the day that is five Business Days prior to the Revolving Termination Date (or, if such day is not a Business Day, the next preceding Business Day).

“ Letter of Credit Sublimit ” means an amount equal to the lesser of (a) the Aggregate Revolving Committed Amount and (b) the LOC Committed Amount. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Committed Amount.

“ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or otherwise), preference or priority or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the UCC as adopted and in effect in the relevant jurisdiction or other similar recording or notice statute, and any lease in the nature thereof) securing or purporting to secure any Indebtedness.

“ Limited Originator Recourse ” means a letter of credit, cash collateral account or other credit enhancement issued or provided for a similar purpose in connection with the incurrence of Indebtedness by a Securitization Subsidiary under a Qualified Securitization Transaction.

“ Loans ” means the Revolving Loans, the Swingline Loans, any Term Loans, any Refinancing Term Loans, any Incremental Term Loans, and the Base Rate Loans, Eurocurrency Rate Loans and Daily LIBOR Swingline Loans comprising such Loans.

“ LOC Advance ” means, with respect to each Bank, such Bank’s funding of its participation in any LOC Borrowing in accordance with its Revolving Commitment Percentage. All LOC Advances shall be denominated in Dollars.

“ LOC Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a borrowing of Revolving Loans. All LOC Borrowings shall be denominated in Dollars.

“ LOC Commitment ” means, as to each Issuing Bank, its obligation to issue Letters of Credit pursuant to this Credit Agreement in an aggregate principal amount at any one time outstanding not to exceed (a) $20,000,000, in the case of Bank of America (or such greater amount as Bank of America shall otherwise agree in its sole discretion), as such amount may be adjusted from time to time in accordance with this Credit Agreement, and (b) $20,000,000, in the case of JPMorgan Chase Bank, N.A. (or such greater amount as JPMorgan Chase Bank, N.A. shall otherwise agree in its sole discretion), as such amount may be adjusted from time to time in accordance with this Credit Agreement.

“ LOC Committed Amount ” has the meaning specified in Section 2.1(c) .

“ LOC Documents ” means, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any documents delivered in connection therewith, any application therefor, and any agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (a) the rights and obligations of the parties concerned or at risk or (b) any collateral security for such obligations.

“ LOC Obligations ” means, at any time, the sum of (a) the maximum amount which is, or at any time thereafter may become, available to be drawn under Letters of Credit then outstanding, assuming compliance with all requirements for drawings referred to in such Letters of Credit plus (b) the aggregate amount of all Unreimbursed Amounts, including all LOC Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.4 . For all purposes of this Credit Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“ London Banking Day ” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“ Mandatory Cost ” means any amount incurred periodically by any Bank during the term of this Credit Agreement which constitutes fees, costs or charges imposed on lenders generally in the jurisdiction in which such Bank is domiciled, subject to regulation, or has its Facility Office by any Governmental Authority.

“ Master Agreement ” has the meaning specified in “Swap Contract”.

“ Material Acquisition ” means one or more Acquisitions during any twelve month period that involve the payment of aggregate consideration by the Borrowers and their Subsidiaries in excess of $100,000,000.

“ Material Acquisition Pro Forma Calculation ” means, to the extent made in connection with determining the permissibility of (a) the incurrence of an Incremental Facility in connection with a Material Acquisition, the calculation on a Pro Forma Basis required by Section 2.10(a)(vii) or Section 2.10(b)(vii) , as applicable, (b) the incurrence of unsecured Funded Debt by a member of the Consolidated Group in connection with a Material Acquisition, the calculation on a Pro Forma Basis required by Section 8.1(h)(ii) , (c) any Acquisition hereunder that is a Material Acquisition, the calculation on a Pro Forma Basis required by Section 8.4(b)(ii)(IV) , (d) an Asset Disposition in connection with a Material Acquisition, the calculation on a Pro Forma Basis required by Section 8.5(c)(iv) , and (e) a Restricted Payment in connection with a Material Acquisition, the calculation on a Pro Forma Basis required by Section 8.12(d) .

“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, assets, or financial condition of the Parent and its Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of any Agent or any Bank under any Credit Document, or of the ability of the Credit Parties (taken as a whole) to perform their payment obligations under the Credit Documents; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Credit Party of any Credit Document to which it is a party.

“ Material Guarantor ” means (a) the Parent and (b) any Guarantor that, together with its Subsidiaries, (i) accounts for more than ten percent (10%) of the gross revenues of the members of the Consolidated Group (other than Securitization Subsidiaries) on a consolidated basis determined in accordance with GAAP, (ii) accounts for more than ten percent (10%) of net income of the members of the Consolidated Group (other than Securitization Subsidiaries) on a consolidated basis determined in accordance with GAAP, or (iii) holds more than ten percent (10%) of Consolidated Total Assets.

“ Medical ” has the meaning specified in the introductory paragraph hereto.

“ Mediq USA Holdings ” means Mediq USA Holdings, a Delaware general partnership.

“ MLPFS ” means Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the Closing Date).

“ Medicaid ” means that government-sponsored entitlement program under Title XIX, P.L. 89-97 of the Social Security Act, which provides federal grants to states for medical assistance based on specific eligibility criteria, as set forth on Section 1396, et seq. of Title 42 of the United States Code.

“ Medicare ” means that government-sponsored insurance program under Title XVIII, P.L. 89-97, of the Social Security Act, which provides for a health insurance system for eligible elderly and disabled individuals, as set forth at Section 1395, et seq. of Title 42 of the United States Code.

“ Moody’s ” means Moody’s Investors Service, Inc., or any successor or assignee of the business of such company in the business of rating securities.

“ Moody’s Rating ” means, at any time for the Parent, the rating issued by Moody’s and then in effect with respect to the Parent’s senior unsecured long term debt securities without third party credit enhancement.

“ Multiemployer Plan ” means a Plan which is a “multiemployer plan” as defined in Section 3(37) or 4001(a)(3) of ERISA.

“ Multiple Employer Plan ” means a Plan (other than a Multiemployer Plan) which the Parent or any ERISA Affiliate and at least one employer other than the Parent or any ERISA Affiliate are contributing sponsors.

“ Necessary Second Amendment Acquisition Funds ” means the proceeds of (a) the Term A-2 Loans, (b) the Term B Loans advanced on the Second Amendment Effective Date, and (c) u p to $300,000,000 of Revolving Loans advanced on the Second Amendment Effective Date.

“ Net Cash Proceeds ” means the aggregate cash or Cash Equivalents proceeds received by any member of the Consolidated Group in respect of (a) any Asset Disposition, net of (i) selling expenses (including, without limitation, brokers’ fees or commissions, legal, accounting and other professional and transactional fees, transfer and similar taxes and the Borrower Representative’s good faith estimate of income taxes actually paid or payable in connection with such sale), (ii) amounts provided as a reserve, in accordance with GAAP, against (A) any liabilities under any indemnification obligations associated with such Asset Disposition or (B) any other liabilities retained by any member of the Consolidated Group associated with the Property sold in such Asset Disposition ( provided that to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds), (iii) the Borrower Representative’s good faith estimate of payments required to be made with respect to unassumed liabilities relating to the Property sold within one hundred eighty (180) days of such Asset Disposition ( provided that to the extent such cash proceeds are not used to make payments in respect of such unassumed liabilities within one hundred eighty (180) days of such Asset Disposition, such cash proceeds shall then constitute Net Cash Proceeds), and (iv) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money which is secured by a Lien on the Property sold in such Asset Disposition (so long as such Lien was permitted to encumber such Property under the Credit Documents at the time of such sale) and which is repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such Property), (b) any Debt Issuance, net of taxes, and reasonable fees, commissions, costs and other expenses incurred in connection therewith, and (c) any Involuntary Disposition (other than proceeds of business interruption insurance, to the extent such proceeds constitute compensation for lost earnings), net of (i) all costs and expenses incurred in connection with the collection of such proceeds, awards or other compensation in respect of such Involuntary Disposition, including, without limitation, legal, accounting and other professional fees and expenses, and (ii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness which is secured by a Lien on the Property subject to such Involuntary Disposition (so long as such Lien was permitted to encumber such Property under the Credit Documents at the time of such Involuntary Disposition) and which is repaid with such cash proceeds, awards or other compensation.

“ Non-Consenting Bank ” has the meaning specified in Section 11.18 .

“ Non-Extending Bank ” has the meaning specified in Section 2.11(b) .

“ Non-Guarantor Subsidiaries ” means Domestic Subsidiaries which are not Guarantors (other than any Securitization Subsidiary).

“ Note ” or “ Notes ” means the promissory notes of the Borrowers in favor of each of the Banks evidencing the Loans in substantially the form attached as Schedule 2.5 , individually or collectively, as appropriate, as such promissory notes may be amended, modified, supplemented, extended, renewed or replaced from time to time.

“ Noteholders ” means, collectively, as of any date of determination, (a) each Person that is a registered holder of the 2021 Notes as of such date, (b) each Person that is a registered holder of the 2024 Notes as of such date, and (c) U.S. Bank National Association, as trustee for the 2021 Notes and the 2024 Notes.

“ Notice Date ” has the meaning specified in Section 2.11(b) .

“ Notice of Extension/Conversion ” has the meaning specified in Section 3.2 .

“ Notice of Loan Borrowing ” has the meaning specified in Section 2.2(a)(i) .

“ Notice of Swingline Loan Borrowing ” means a notice of a Borrowing of Swingline Loans pursuant to Section 2.2(a)(ii) , which, if in writing, shall be substantially in the form of Schedule 2.2(a)(ii) .

“ Obligations ” means, without duplication, (a) all of the obligations of the Credit Parties to the Banks (including the Issuing Banks and the Swingline Bank), and the Agents, whenever arising, under this Credit Agreement, the Notes or any of the other Credit Documents (including, but not limited to, any interest accruing after the occurrence of a Bankruptcy Event with respect to any Credit Party, regardless of whether such interest is an allowed claim under the Bankruptcy Code), (b) all obligations of any Credit Party or any Subsidiary owing to a Swap Bank in respect of any Secured Swap Contract (including, but not limited to, any interest accruing after the occurrence of a Bankruptcy Event with respect to any Credit Party or any Subsidiary, regardless of whether such interest is an allowed claim under the Bankruptcy Code), (c) all obligations of any Credit Party or any Subsidiary owing to a Treasury Management Bank in respect of any Secured Treasury Management Agreement (including, but not limited to, any interest accruing after the occurrence of a Bankruptcy Event with respect to any Credit Party or any Subsidiary, regardless of whether such interest is an allowed claim under the Bankruptcy Code), and (d) all Bilateral Letter of Credit Obligations; provided that the Obligations of a Credit Party shall exclude any Excluded Swap Obligations with respect to such Credit Party.

“ OFAC ” means the Office of Foreign Assets Control of the United States Department of the Treasury.

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

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Credit Agreement or any other Credit Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“ Outstanding Amount ” means (a) with respect to Revolving Loans, the Term Loans or any Incremental Term Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Loans occurring

on such date; (b) with respect to Swingline Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Swingline Loans occurring on such date; and (c) with respect to any LOC Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such LOC Obligations on such date after giving effect to the issuance, amendment or extension of any Letter of Credit occurring on such date and any other changes in the aggregate amount of the LOC Obligations as of such date, including as a result of any reimbursements by any Borrower of Unreimbursed Amounts.

“ Overnight Rate ” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Applicable Agent, the applicable Issuing Bank, or the Swingline Bank, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Wells Fargo Bank in the applicable offshore interbank market for such currency to major banks in such interbank market.

“ Parent ” has the meaning specified in the introductory paragraph hereto.

“ Participant ” has the meaning specified in Section 11.3(d) .

“ Participant Register ” has the meaning specified in Section 11.3(d) .

“ Participating Member State ” means each state so described in any EMU Legislation.

“ PBGC ” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA and any successor thereof.

“ Permitted Asset Swap ” means any transfer of Property by any member of the Consolidated Group in which at least 90% of the consideration received by the transferor consists of assets (other than current assets (to the extent that the Property so transferred does not consist of current assets)) that are used or useful in the business of the members of the Consolidated Group; provided that the aggregate fair market value (as determined in good faith by the board of directors or equivalent governing body of the relevant member of the Consolidated Group) of the Property transferred in such exchange is not greater than that of the Property received.

“ Permitted Investments ” means Investments which are (a) cash and Cash Equivalents; (b) receivables owing to any member of the Consolidated Group created, acquired or made in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (c) Investments by members of the Consolidated Group in and to Domestic Credit Parties (including, for the avoidance of doubt, Support Obligations incurred by members of the Consolidated Group with respect to Indebtedness of any Domestic Credit Party permitted pursuant to Section 8.1 ); (d) Acquisitions permitted under Section 8.4(b) ; (e) loans and advances in the ordinary course of business to officers, directors and employees for expenses (including moving expenses related to a transfer) incidental to carrying on the business of the members of the Consolidated Group in an aggregate amount not to exceed $3,000,000 at any time outstanding; (f) Investments (including debt obligations) received in settlement of accounts receivable (created in the ordinary course of business) from bankrupt obligors and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (g) investments in a Securitization Subsidiary relating to a Qualified Securitization Transaction; (h) Investments by the members of the Consolidated Group in their respective Subsidiaries outstanding on the Closing Date; (i) Investments by the

members of the Consolidated Group in the Unrestricted Subsidiary in an aggregate amount not to exceed $50,000,000 at any time outstanding; and (j) Investments of a nature not contemplated in the foregoing subsections; provided , however , that (i) no Default or Event of Default shall have occurred and be continuing at the time of such Investment or would result from such Investment, and (ii) if, upon giving effect to such Investment on a Pro Forma Basis, the Consolidated Total Leverage Ratio is (A) greater than or equal to 3.50:1.00, (1) the aggregate amount of all Investments shall not exceed $200,000,000 at any time outstanding, and (2) the Credit Parties shall be in compliance with all of the covenants set forth in Section 7.10 , or (B) less than 3.50:1.00, the Credit Parties shall be in compliance with all of the covenants set forth in Section 7.10 .

“ Permitted Liens ” means:

(a)      (i) Liens created by or arising under the Credit Documents in favor of the Administrative Agent on behalf of the Banks and the other holders of the Obligations, and (ii) Liens created by or arising under the Credit Documents in favor of the Collateral Agent on behalf of the Secured Parties;

(b)      Liens (other than Liens created or imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or Liens for taxes being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the Property subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof);

(c)      statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business; provided that such Liens secure only amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the Property subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof);

(d)      Liens (other than Liens created or imposed under ERISA) incurred or deposits made by any member of the Consolidated Group in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

(e)      Liens in connection with attachments or judgments (including judgment or appeal bonds); provided that the judgments secured shall, within 30 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall have been discharged within 30 days after the expiration of any such stay;

(f)      easements, rights-of-way, restrictions (including zoning restrictions), minor defects or irregularities in title and other similar charges or encumbrances not, in any material respect, impairing the use of the encumbered real Property for its intended purposes;

(g)      Liens on Property of any Person securing Indebtedness (including Capital Leases and synthetic leases) of a Credit Party to the extent permitted under Section 8.1(c) ;

(h)      leases or subleases granted to others not interfering in any material respect with the business of any member of the Consolidated Group;

(i)      any interest or title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Credit Agreement;

(j)      Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(k)      Liens deemed to exist in connection with Investments in repurchase agreements which constitute Permitted Investments;

(l)      normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;

(m)      Liens created or deemed to exist in connection with a Qualified Securitization Transaction permitted under this Credit Agreement (including any related filings of any financing statements), but only to the extent that any such Lien relates to the applicable Receivables Related Assets actually sold, contributed, financed or otherwise conveyed or pledged pursuant to such transaction;

(n)      Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection;

(o)      Liens existing as of the Second Amendment Effective Date and set forth on Schedule 8.2 ; provided that no such Lien shall at any time (i) be extended to or cover any Property other than the Property subject thereto on the Closing Date and (ii) secure any Indebtedness other than the Indebtedness secured thereby on the Closing Date;

(p)      Liens securing Indebtedness of any member of the Consolidated Group to the extent permitted under Section 8.1(i) ;

(q)      Liens on Property of any Person securing Indebtedness of any member of the Consolidated Group to the extent permitted under Section 8.1(j) ;

(r)      Liens on cash deposits not to exceed $25,000,000 in the aggregate at any time outstanding for the purpose of collateralizing certain financial obligations under any workers’ compensation, unemployment insurance and other types of social security in the ordinary course;

(s)      Liens on the cash proceeds (and the related escrow account, and any money market funds or securities in which such cash proceeds are temporarily invested during the applicable escrow period) of any issuance of Indebtedness permitted pursuant to Section 8.1 in connection with the cash proceeds of such Indebtedness being placed into (and pending the release from) escrow; and

(t)      Liens created in the ordinary course of business in favor of banks and other financial institutions over balances of any bank accounts of any Foreign Subsidiary held at such banks or such financial institutions, as the case may be, to facilitate the operation of cash pooling arrangements in respect of such bank accounts in the ordinary course of business.

“ Person ” means any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise (whether or not incorporated) or any Governmental Authority.

“ Plan ” means any employee pension benefit plan (as defined in Section 3(2) of ERISA) which is subject to Title IV of ERISA and with respect to which the Parent or any ERISA Affiliate is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” within the meaning of Section 3(5) of ERISA.

“ Platform ” has the meaning specified in Section 7.1 .

“ Pro Forma Basis ” means, for purposes of calculating (utilizing the principles set forth in Section 1.3 ) the applicable Level under the definition of “Applicable Percentage,” the applicable level under “Applicable Prepayment Percentage,” and determining compliance with each of the financial covenants set forth in Section 7.10 , that any transaction shall be deemed to have occurred as of the first day of the four fiscal-quarter period ending as of the most recent fiscal quarter end preceding the date of such transaction with respect to which the Administrative Agent has received the annual or quarterly compliance certificate and related financial statements required by Section 7.1(a) or (b) , as appropriate. As used herein, “transaction” shall mean (a) any merger or consolidation as referred to in Section 8.4 , (b) any Asset Disposition as referred to in Section 8.5 or any Involuntary Disposition, (c) any Acquisition as referred to in Section 8.4 , (d) any Investment permitted by clause (j) of the definition of “Permitted Investments”, (e) any Restricted Payment referenced in Section 8.12 , and (f) any other event that by the terms of the Credit Documents requires pro forma compliance with a test or covenant, calculation as to pro forma effect with respect to a test or covenant or requires such test or covenant to be calculated on a Pro Forma Basis. In furtherance of the foregoing, in connection with any calculation of the financial covenants set forth in Section 7.10 upon giving effect to a transaction on a Pro Forma Basis:

(i)    for purposes of any such calculation in respect of any Asset Disposition referred to in Section 8.5 or any Involuntary Disposition, (A) income statement items (whether positive or negative) attributable to the Property disposed of in such Asset Disposition or Involuntary Disposition shall be excluded and (B) any Indebtedness which is retired in connection with such Asset Disposition or Involuntary Disposition shall be excluded and deemed to have been retired as of the first day of the applicable period; and

(ii)    for purposes of any such calculation in respect of any merger or consolidation referred to in Section 8.4(a) or any Acquisition referred to in Section 8.4(b) , (A) any Indebtedness incurred by any member of the Consolidated Group in connection with such transaction (x) shall be deemed to have been incurred as of the first day of the applicable period and (y) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination, and (B) income statement items (whether positive or negative) attributable to the Property acquired in such transaction or to the Acquisition comprising such transaction, as applicable, shall be included beginning as of the first day of the applicable period; provided that such income statement items are factually supportable by financial statements and information reasonably acceptable to the Administrative Agent.

In connection with any Material Acquisition Pro Forma Calculation, the maximum Consolidated Total Leverage Ratio permitted pursuant to Section 7.10(a) shall be deemed to be 4.00:1.00 solely for purposes of such Material Acquisition Pro Forma Calculation.

“ Pro Forma Compliance Certificate ” means a certificate of a Financial Officer of the Parent delivered to the Administrative Agent in connection with (a) any merger or consolidation referred to in Section 8.4 , (b) any Asset Disposition referred to in Section 8.5 , (c) any Acquisition referred to in Section 8.4 , (d) any Investment permitted by clause (j) of the definition of Permitted Investments, (e) any Restricted Payment referenced in Section 8.12 , and (f) any other event that by the terms of the Credit Documents requires pro forma compliance with a test or covenant, calculation as to pro forma effect with respect to a test or covenant or requires such test or covenant to be calculated on a Pro Forma Basis, as applicable, and containing reasonably detailed calculations, upon giving effect to the applicable transaction on a Pro Forma Basis, of the Consolidated Interest Coverage Ratio and the Consolidated Total Leverage Ratio each as of the most recent fiscal quarter end preceding the date of the applicable transaction with respect to which the Administrative Agent shall have received the annual or quarterly compliance certificate and related financial statements required by Section 7.1(a) or (b) , as appropriate.

“ Pro Rata Facilities ” means the Aggregate Revolving Committed Amount, the Term Facilities (other than the Term B Facility), each Incremental Term Facility, and each Refinancing Facility.

“ Property ” means any interest in any kind of property or assets, whether real, personal or mixed, or tangible or intangible.

“ PTE ” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“ Public Bank ” has the meaning specified in Section 7.1 .

“ Qualified ECP Guarantor ” means, at any time, in respect of any Swap Obligation, each Credit Party with total assets exceeding $10,000,000 at the time of the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“ Qualified Securitization Transaction ” means any Securitization Transaction; provided that (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) under such Securitization Transaction shall be (i) recourse to any member of the Consolidated Group (other than any Securitization Subsidiary) other than pursuant to Standard Securitization Obligations or Limited Originator Recourse, (ii) supported by Support Obligations of any member of the Consolidated Group (other than any Securitization Subsidiary) other than pursuant to Standard Securitization Obligations or Limited Originator Recourse or (iii) secured (directly or indirectly, contingently or otherwise) by any Lien on any Property of any member of the Consolidated Group (other than any Securitization Subsidiary) other than pursuant to Standard Securitization Obligations or Limited Originator Recourse, (b) such Securitization Transaction (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Consolidated Group and any applicable Securitization Subsidiary, (c) all sales, conveyances or other transfers of Securitization Receivables and related assets to any Securitization Subsidiary are made at fair market value and (d) the financing terms, covenants, termination events and other provisions thereof, including any Standard Securitization Obligations, shall be market terms, in each case as determined by the Parent in good faith.

“ Ratings ” means a public corporate family rating from Moody’s and S&P in respect of the Parent after giving effect to the Second Amendment Transactions and the other transactions contemplated by this Credit Agreement.

“ Receivables ” means, as of any date of determination, the aggregate net book value of all accounts, accounts receivable, receivables, and obligations for payment created or arising from the sale of inventory or the rendering of services in the ordinary course of business, whether evidenced by chattel paper, instruments or otherwise, owned by or owing to the Parent and its Domestic Subsidiaries on a consolidated basis after deducting allowances or reserves relating thereto, as shown on the books and records of the Parent and its Domestic Subsidiaries (but excluding, in any event, without duplication, the aggregate net book value of all Receivables transferred to a Securitization Subsidiary or other Person in connection with a Qualified Securitization Transaction).

“ Receivables Related Assets ” means (a) any rights arising under the documentation governing or relating to any Securitization Receivables (including rights in respect of Liens securing such Securitization Receivables and other credit support in respect of such Securitization Receivables), (b) any proceeds of such Securitization Receivables and any lockboxes or accounts in which such proceeds are deposited, (c) spread accounts and other similar accounts (and any amounts on deposit therein) established in connection with a Qualified Securitization Transaction, (d) any warranty, indemnity, dilution and other intercompany claim arising out of the documentation evidencing any Qualified Securitization Transaction, and (e) other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.

“ Recipient ” means (a) any Agent, (b) any Bank, (c) any Issuing Bank, or (d) any other recipient of any payment to be made by or on account of any obligation of any Credit Party hereunder, as applicable.

“ Refinancing Amendment ” means, with respect to any Refinancing Facility, an amendment to this Credit Agreement entered into in connection with the incurrence of such Refinancing Facility pursuant to Section 2.14 and executed by each Credit Party, the Applicable Agent, the Collateral Agent, and each Bank providing any portion of such Refinancing Facility.

“ Refinancing Borrowing Date ” has the meaning specified in Section 2.14(b) .

“ Refinancing Facility ” has the meaning specified in Section 2.14(a) .

“ Refinancing Facility Termination Date ” means, with respect to any Refinancing Facility, the maturity date set forth in the applicable Refinancing Amendment for such Refinancing Facility.

“ Refinancing Term Loans ” has the meaning specified in Section 2.14(a) .

“ Register ” has the meaning specified in Section 11.3(c) .

“ Regulation T, U, or X ” means Regulation T, U, or X, respectively, of the FRB as from time to time in effect and any successor to all or a portion thereof.

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

“ Replacement Rate ” has the meaning specified in Section 3.7(c) .

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the notice requirement has been waived by regulation.

“ Repricing Event ” means (a) there shall occur any amendment, amendment and restatement or other modification of this Credit Agreement which reduces the All-In-Yield then in effect for the Term B Loans, (b) all or any portion of the Term B Loans is voluntarily prepaid or mandatorily prepaid with the net cash proceeds of issuances, offerings or placement of debt obligations, or refinanced substantially concurrently with the incurrence of, or conversion of the loans thereunder into, new Indebtedness that has an effective All-In-Yield lower than the All-In-Yield in effect for the portion of the Term B Facility so prepaid, or (c) a Bank must assign its portion of the Term B Facility as a result of its failure to consent to an amendment, amendment and restatement or other modification of this Credit Agreement which reduces the All-In-Yield then in effect for the Term B Loans; provided that in each case of clauses (a) , (b) and (c) , a Repricing Event shall have occurred only to the extent the primary purpose of such amendment, amendment and restatement, modification, issuance, offering, placement, prepayment or assignment, as determined in good faith by the Term B Facility Agent, is to reduce the All-In-Yield then in effect for the Term B Loans.

“ Required Banks ” means, at any time, Banks having Total Credit Exposures representing more than fifty percent (50%) of the Total Credit Exposures of all Banks at such time. The Total Credit Exposure of any Defaulting Bank shall be disregarded in determining Required Banks at any time; provided that the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting Bank has failed to fund that have not been reallocated to and funded by another Bank shall be deemed to be held by the Bank that is the Swingline Bank or the applicable Issuing Bank, as the case may be, in making such determination.

“ Required Financial Covenant Banks ” means, at any time, Banks having Total Pro Rata Credit Exposures representing more than fifty percent (50%) of the Total Pro Rata Credit Exposures of all Banks at such time. The Total Pro Rata Credit Exposure of any Defaulting Bank shall be disregarded in determining Required Financial Covenant Banks at any time; provided that the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting Bank has failed to fund that have not been reallocated to and funded by another Bank shall be deemed to be held by the Bank that is the Swingline Bank or the applicable Issuing Bank, as the case may be, in making such determination.

“ Required Revolving Banks ” means, at any time, Revolving Banks having Total Revolving Credit Exposures representing more than fifty percent (50%) of the Total Revolving Credit Exposures of all Revolving Banks. The Total Revolving Credit Exposure of any Defaulting Bank shall be disregarded in determining Required Revolving Banks at any time; provided that the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting Bank has failed to fund that have not been reallocated to and funded by another Bank shall be deemed to be held by the Bank that is the Swingline Bank or applicable Issuing Bank, as the case may be, in making such determination.

“ Required Term B Banks ” means, at any time, Term B Banks having Total Term B Credit Exposures representing more than fifty percent (50%) of the Total Term B Credit Exposures of all Term B Banks. The Total Term B Credit Exposure of any Defaulting Bank shall be disregarded in determining Required Term B Banks at any time.

“ Required Term Banks ” means, at any time, Term Banks having Total Term Credit Exposures representing more than fifty percent (50%) of the Total Term Credit Exposures of all Term Banks. The Total Term Credit Exposure of any Defaulting Bank shall be disregarded in determining Required Term Banks at any time.

“ Requirement of Law ” means, with respect to any Person, the common law and all federal, state, provincial, local and foreign laws, rules and regulations, orders, judgments, decrees or other determinations

of any Governmental Authority or arbitrator, applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject; provided that the foregoing shall not apply to non-binding recommendations or guidance from any Governmental Authority.

“ Responsible Officer ” means, with respect to the subject matter of any representation, warranty, covenant, agreement, obligation, notice or certificate of any Credit Party contained in or delivered pursuant to any of the Credit Documents, the chief executive officer, president, chief financial officer, chief operating officer, controller, general counsel or treasurer of such Credit Party.

“ Restricted Payment ” by any Person means (a) any dividend or other payment or distribution, direct or indirect, on account of any shares of any class of Capital Stock of such Person, now or hereafter outstanding (including without limitation any payment in connection with any dissolution, merger, consolidation or disposition involving such Person), or to the holders, in their capacity as such, of any shares of any class of Capital Stock of such Person, now or hereafter outstanding (other than dividends or distributions to the extent payable in Capital Stock of such Person or dividends or distributions payable to any Credit Party (directly or indirectly through Subsidiaries)), (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of such Person, now or hereafter outstanding, and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Capital Stock of such Person, now or hereafter outstanding.

“ Revaluation Date ” means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency, (iii) the last day of any month and (iv) such additional dates as the Administrative Agent shall determine or the Required Financial Covenant Banks shall require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the applicable Issuing Bank under any Letter of Credit denominated in an Alternative Currency, (iv) the last day of any month, (v) in the case of all Existing Letters of Credit denominated in Alternative Currencies, the Closing Date and (vi) such additional dates as the Administrative Agent or the applicable Issuing Bank shall determine or the Required Revolving Banks shall require.

“ Revolving Bank ” means, at any time, (a) so long as any Revolving Commitment is in effect, any Bank that has a Revolving Commitment at such time or (b) if the Revolving Commitments have terminated or expired, any Bank that has a Revolving Loan or a participation in LOC Obligations or Swingline Loans at such time.

“ Revolving Commitment ” means, with respect to each Bank, the commitment of such Bank to make Revolving Loans, purchase participations in LOC Obligations and purchase participations in Swingline Loans, in an aggregate principal amount outstanding at any time up to such Bank’s Revolving Committed Amount.

“ Revolving Commitment Percentage ” means, with respect to each Bank, a fraction (expressed as a percentage) the numerator of which is the Revolving Committed Amount of such Bank at such time and the denominator of which is the Aggregate Revolving Committed Amount at such time. The Revolving Commitment Percentage of each Bank is set forth on Schedule 2.1 .

“ Revolving Committed Amount ” means, with respect to each Bank, the amount of such Bank’s Revolving Commitment, as such amount may from time to time be reduced in accordance with the provisions hereof. The Revolving Committed Amount of each Bank on the Second Amendment Effective Date is set forth on Schedule 2.1 .

“ Revolving Exposure ” means, as to any Bank at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and its participation in LOC Obligations and Swingline Loans at such time.

“ Revolving Loans ” has the meaning assigned to such term in Section 2.1(a) .

“ Revolving Obligations ” means the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LOC Obligations.

“ Revolving Termination Date ” means, with respect to each Bank, the earlier of (a) July 27, 2022, as such date may be extended from time to time with respect to such Bank pursuant to Section 2.11 ; provided that if such date is not a Business Day, the Revolving Termination Date shall be the next preceding Business Day; and (b) the date on which the Aggregate Revolving Committed Amount terminates in accordance with the provisions of this Credit Agreement.

“ Same Day Funds ” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the applicable Issuing Bank, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

“ Sanctioned Country ” means at any time, a country or territory which is itself the subject or target of any Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan and Syria).

“ Sanctioned Person ” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in clauses (a) and (b) .

“ Sanctions ” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC, the U.S. Department of State or the U.S. Department of Treasury, (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury, or (c) any other relevant sanctions authority.

“ S&P ” means S&P Global Ratings, a division of S&P Global Inc., or any successor or assignee of the business of such company in the business of rating securities.

“ S&P Rating ” means, at any time for the Parent, the rating issued by S&P and then in effect with respect to the Parent’s senior unsecured long term debt securities without third party credit enhancement.

“ Second Amendment ” means that certain Second Amendment to Credit Agreement, dated as of the Second Amendment Effective Date, among Distribution, Medical, Barista I, Barista II, O&M Halyard,

the Parent, the Banks party thereto, the Administrative Agent, the Term B Facility Agent and the Collateral Agent.

“ Second Amendment Acquisition ” means the acquisition by the Parent of the Purchased Assets (as defined in the Second Amendment Acquisition Agreement) pursuant to and in accordance with the Second Amendment Acquisition Agreement.

“ Second Amendment Acquisition Agreement ” means that certain Amended and Restated Purchase Agreement, dated as of April 30, 2018 (including all schedules and exhibits thereto), by and among the Parent, Halyard, and each of the Sellers (as defined in the Second Amendment Acquisition Agreement) party thereto.

“ Second Amendment Effective Date ” means April 30, 2018.

“ Second Amendment Refinancing ” has the meaning specified in the Second Amendment.

“ Second Amendment Transactions ” means, collectively, (a) the consummation of the Second Amendment Acquisition, (b) the entering into of the Second Amendment, (c) the borrowing of the Necessary Second Amendment Acquisition Funds on the Second Amendment Effective Date, (d) the consummation of the Second Amendment Refinancing, and (e) the payment of the fees, costs and expenses incurred in connection with the foregoing.

“ Secured Bilateral Letter of Credit ” means any Bilateral Letter of Credit that is issued by a Bilateral Letter of Credit Bank for the benefit of any Credit Party or any Subsidiary.

“ Secured Parties ” means, collectively, the Agents, the Banks, the Issuing Banks, the Swap Banks, the Treasury Management Banks, the Bilateral Letter of Credit Banks, each co-agent or sub-agent appointed by any Agent from time to time pursuant to Section 10.5 , the Noteholders and, in each case, their respective successors and permitted assigns.

“ Secured Party Designation Notice ” means a notice from any Swap Bank, any Treasury Management Bank or any Bilateral Letter of Credit Bank substantially in the form of Schedule 10.11 .

“ Secured Swap Contract ” means any Swap Contract that is entered into by and between any Credit Party or any Subsidiary and any Swap Bank.

“ Secured Treasury Management Agreement ” means any Treasury Management Agreement that is entered into between any Credit Party or any Subsidiary and any Treasury Management Bank.

“ Securitization Receivables ” has the meaning specified in the definition of “Securitization Transaction”.

“ Securitization Subsidiary ” means (a) O&M Funding and (b) any other wholly-owned Special Purpose Vehicle (other than, for the avoidance of doubt, any Credit Party) which engages in no activities other than those reasonably related to or in connection with the entering into of Securitization Transactions and which is designated by the board of directors of the Parent (as provided below) as a Securitization Subsidiary; provided that no member of the Consolidated Group shall (i) provide credit support to such Securitization Subsidiary other than Limited Originator Recourse, (ii) have any contract, agreement, arrangement or understanding with such Securitization Subsidiary other than on terms that are fair and reasonable and that are no less favorable to such member of the Consolidated Group than could be obtained

from an unrelated Person (other than representations, warranties and covenants (including those relating to servicing) entered into in the ordinary course of business in connection with a Qualified Securitization Transaction and intercompany notes relating to the sale of Securitization Receivables to such Securitization Subsidiary and Limited Originator Recourse) or (iii) have any obligation to maintain or preserve such Securitization Subsidiary’s financial condition or to cause such Securitization Subsidiary to achieve certain levels of operating results other than Limited Originator Recourse. Any such designation by the board of directors of the Parent (other than with respect to O&M Funding) shall be evidenced to the Administrative Agent and each Bank by filing with the Administrative Agent and each Bank a certified copy of the resolutions of the board of directors of the Parent giving effect to such designation.

“ Securitization Transaction ” means any financing transaction or series of financing transactions that have been or may be entered into by a member of the Consolidated Group pursuant to which such member of the Consolidated Group may sell, convey or otherwise transfer to any Person (including, without limitation, a Securitization Subsidiary) or may grant a security interest in any accounts receivable, notes receivable, rights to future lease payments or residuals or other similar rights to payment (the “ Securitization Receivables ”) (whether such Securitization Receivables are then existing or arising in the future) of such member of the Consolidated Group, and any assets related thereto, including without limitation, all security interests in merchandise or services financed thereby, the proceeds of such Securitization Receivables, and other assets which are customarily sold or in respect of which security interests are customarily granted in connection with securitization transactions involving such assets.

“ Security Agreement ” means the security and pledge agreement, dated as of the Second Amendment Effective Date, executed in favor of the Collateral Agent by each of the Domestic Credit Parties.

“ Single Employer Plan ” means any Plan which is not a Multiemployer Plan or a Multiple Employer Plan.

“ Social Security Act ” means the Social Security Act of 1965.

“ Solvent ” means, with respect to any Person on any date of determination, that on such date (a) the sum of the liabilities (including contingent liabilities) of such Person, on a consolidated basis, does not exceed the present fair saleable value of the assets of such Person, taken as a whole; (b) such Person, on a consolidated basis, has not incurred and does not intend to incur liabilities (including contingent liabilities) beyond its ability to pay such liabilities as they become absolute and matured; (c) the capital of such Person, on a consolidated basis, is not unreasonably small in relation to the business of such Person, on a consolidated basis, contemplated as of such date; and (d) such Person, on a consolidated basis, does not intend to incur, or believe that it will incur, debts or liabilities (including current obligations) beyond its ability to pay such debts and liabilities as they mature in the ordinary course of business. For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“ Special Notice Currency ” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.

“ Special Purpose Vehicle ” means a trust, partnership, or other entity established by any member of the Consolidated Group to implement a Qualified Securitization Transaction.

“ Specified Credit Party ” means any Credit Party that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 4.8 ).

“ Spot Rate ” for a currency means the rate determined by the Administrative Agent or the applicable Issuing Bank, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or such Issuing Bank may obtain such spot rate from another financial institution designated by the Administrative Agent or such Issuing Bank if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; provided , further , that such Issuing Bank may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.

“ Standard Securitization Obligations ” means representations, warranties, covenants, indemnities and other obligations entered into by any member of the Consolidated Group (other than any Securitization Subsidiary) which are reasonably customary in Securitization Transactions.

“ Standby Letter of Credit Fee ” has the meaning assigned to such term in Section 2.6(f) .

“ Sterling ” and “ £ ” mean the lawful currency of the United Kingdom.

“ Subject Properties ” has the meaning specified in Section 6.20 .

“ Subordinated Debt ” means any Indebtedness which by its terms is specifically subordinated in right of payment to the prior payment of the Obligations on terms and conditions which are, and evidenced by documentation which is, satisfactory to the Required Banks.

“ Subsidiary ” means, as to any Person, (a) 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, 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 (b) any partnership, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries has more than 50% equity interest at any time. Except as otherwise expressly provided, all references herein to “Subsidiary” shall (i) mean a Subsidiary of the Parent, and (ii)(A) prior to the Unrestricted Subsidiary Termination Date, and except for purposes of the definition of “Anti-Corruption Laws,” the definition of “Bilateral Letter of Credit Bank,” the definition of “Bilateral Letter of Credit Obligations,” the definition of “Competitor,” the definition of “Obligations,” the definition of “Secured Bilateral Letter of Credit,” the definition of “Secured Swap Contract,” the definition of “Secured Treasury Management Agreement,” the definition of “Swap Bank,” the definition of “Treasury Management Bank,” Section 2.6(c) , Section 6.7(b) , Section 6.17(a) , Section 6.18(b) , Section 6.25 , Section 7.1(a) , Section 7.1(b) , Section 7.9 , Section 7.12 , Section 8.13 , Section 10.2 , Section 11.3(b)(v) , Section 11.3(d) , Section 11.5(b) , and Section 11.14 , exclude the Unrestricted Subsidiary, and (B) from and after the Unrestricted Subsidiary Termination Date, include the Unrestricted Subsidiary.

“ Support Obligations ” means, with respect to any Person, without duplication, any obligations of such Person (other than (x) endorsements in the ordinary course of business of negotiable instruments for deposit or collection and (y) Standard Securitization Obligations and Limited Originator Recourse relating to Qualified Securitization Transactions) guaranteeing or intended to guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including without limitation any obligation,

whether or not contingent, (a) to purchase any such Indebtedness or any Property constituting security therefor, (b) to advance or provide funds or other support for the payment or purchase of any such Indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person (including without limitation keep well agreements, maintenance agreements, comfort letters or similar agreements or arrangements) for the benefit of any holder of Indebtedness of such other Person, (c) to lease or purchase Property, securities or services primarily for the purpose of assuring the holder of such Indebtedness against loss in respect thereof or (d) to otherwise assure or hold harmless the holder of such Indebtedness against loss in respect thereof. The amount of any Support Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Support Obligation is made.

“ Swap Bank ” means any Person in its capacity as a party to a Swap Contract that (a) at the time it enters into such Swap Contract with a Credit Party or any Subsidiary, is a Bank, an Affiliate of a Bank, an Agent or an Affiliate of an Agent, or (b) within thirty (30) days after the time it enters into such Swap Contract with a Credit Party or any Subsidiary, becomes a Bank, an Affiliate of a Bank, an Agent or an Affiliate of an Agent; provided that in the case of a Secured Swap Contract with a Person who is no longer a Bank (or Affiliate of a Bank), such Person shall be considered a Swap Bank only through the stated termination date (without extension or renewal) of such Secured Swap Contract; provided , further that for any of the foregoing to be included as a “Secured Swap Contract” on any date of determination by the Collateral Agent, the applicable Swap Bank (other than any Agent or any Affiliate of any Agent) must have delivered a Secured Party Designation Notice to the Collateral Agent prior to such date of determination.

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

“ Swap Obligation ” means, with respect to any Credit Party, 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.

“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a) , the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Bank or any Affiliate of a Bank).

“ Swingline Bank ” means Wells Fargo Bank and its successors in such capacity.

“ Swingline Commitment ” means, with respect to the Swingline Bank, the commitment of the Swingline Bank to make Swingline Loans in an aggregate principal amount at any time outstanding up to the Swingline Committed Amount.

“ Swingline Committed Amount ” means an amount equal to the lesser of (a) $75,000,000 and (b) the Aggregate Revolving Committed Amount. The Swingline Committed Amount is part of, and not in addition to, the Aggregate Revolving Committed Amount.

“ Swingline Loans ” has the meaning given to such term in Section 2.1(b) .

“ TARGET Day ” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Term A-1 Bank ” means, at any time, (a) so long as any Term A-1 Commitment is in effect, any Bank that has a Term A-1 Commitment at such time or (b) if the Term A-1 Commitments have terminated or expired, any Bank that has a Term A-1 Loan at such time.

“ Term A-1 Commitment ” means, as to each Bank, the commitment of such Bank to make a Term A-1 Loan, in the aggregate principal amount set forth opposite such Bank’s name on Schedule 2.1 . The aggregate amount of the Term A-1 Commitments of all of the Banks on the Closing Date was $250,000,000.

“ Term A-1 Commitment Percentage ” means, with respect to each Bank, a fraction (expressed as a percentage) the numerator of which is the Term A-1 Committed Amount of such Bank at such time and the denominator of which is the aggregate amount of the Term A-1 Facility at such time. The Term A-1 Commitment Percentage of each Bank on the Second Amendment Effective Date is set forth on Schedule 2.1 .

“ Term A-1 Committed Amount ” means, with respect to each Bank, at any time, (a) so long as such Bank’s Term A-1 Commitment is in effect at such time, the amount of such Bank’s Term A-1 Commitment at such time, and (b) if the Term A-1 Commitments have terminated or expired at such time, the Outstanding Amount of such Bank’s Term A-1 Loan at such time. The Term A-1 Committed Amount of each Bank is set forth on Schedule 2.1 .

“ Term A-1 Facility ” means the aggregate principal amount of the Term A-1 Loans advanced pursuant to Section 2.1(d)(i) of all Banks outstanding at such time.

“ Term A-1 Facility Funding Date ” means August 4, 2017.

“ Term A-1 Loan ” means an advance made by any Bank under the Term A-1 Facility.

“ Term A-2 Bank ” means, at any time, (a) so long as any Term A-2 Commitment is in effect, any Bank that has a Term A-2 Commitment at such time or (b) if the Term A-2 Commitments have terminated or expired, any Bank that has a Term A-2 Loan at such time.

“ Term A-2 Commitment ” means, as to each Bank, the commitment of such Bank to make a Term A-2 Loan, in the aggregate principal amount set forth opposite such Bank’s name on Schedule 2.1 . The aggregate amount of the Term A-2 Commitments of all of the Banks on the Second Amendment Effective Date shall be $195,750,000.

“ Term A-2 Commitment Percentage ” means, with respect to each Bank, a fraction (expressed as a percentage) the numerator of which is the Term A-2 Committed Amount of such Bank at such time and the denominator of which is the aggregate amount of the Term A-2 Facility at such time. The initial Term A-2 Commitment Percentage of each Bank on the Second Amendment Effective Date is set forth on Schedule 2.1 .

“ Term A-2 Committed Amount ” means, with respect to each Bank, at any time, (a) so long as such Bank’s Term A-2 Commitment is in effect at such time, the amount of such Bank’s Term A-2 Commitment at such time, and (b) if the Term A-2 Commitments have terminated or expired at such time, the Outstanding Amount of such Bank’s Term A-2 Loan at such time. The initial Term A-2 Committed Amount of each Bank is set forth on Schedule 2.1 .

“ Term A-2 Facility ” means the aggregate principal amount of the Term A-2 Loans advanced pursuant to Section 2.1(d)(ii) of all Banks outstanding at such time.

“ Term A-2 Loan ” means an advance made by any Bank under the Term A-2 Facility.

“ Term B Bank ” means, at any time, (a) so long as any Term B Commitment is in effect, any Bank that has a Term B Commitment and/or a Term B Loan at such time or (b) if the Term B Commitments have terminated or expired, any Bank that has a Term B Loan at such time.

“ Term B Commitment ” means, as to each Bank, the commitment of such Bank to make a Term B Loan (as such commitment may be increased pursuant to Section 2.15 ), in the aggregate principal amount set forth opposite such Bank’s name on Schedule 2.1 . The aggregate amount of the Term B Commitments of all of the Banks on the Second Amendment Effective Date shall be $254,250,000.

“ Term B Commitment Percentage ” means, with respect to each Bank, a fraction (expressed as a percentage) the numerator of which is the aggregate amount of the Term B Loans of such Bank at such time and the denominator of which is the aggregate amount of the Term B Facility at such time. The Term B Commitment Percentage of each Bank on the Second Amendment Effective Date is set forth on Schedule 2.1 .

“ Term B Facility ” means, at any time, the sum of (a) the aggregate principal amount of the Term B Loans advanced pursuant to Section 2.1(d)(iii)(A) of all Banks outstanding at such time plus (b) the aggregate principal amount of the Term B Loans advanced pursuant to Section 2.1(d)(iii)(B) of all Banks outstanding at such time.

“ Term B Facility Agent ” has the meaning specified in the introductory paragraph hereto, together with any permitted successors and assigns.

“ Term B Facility Agent’s Office ” means the Term B Facility Agent’s address as set forth on Schedule 11.1 , or such other address or account as the Term B Facility Agent may from time to time notify in writing to the Borrower Representative, the Term B Banks and the Administrative Agent.

“ Term B Facility Increase Effective Date ” has the meaning set forth in Section 2.15 .

“ Term B Facility Termination Date ” means April 30, 2025; provided that if such date is not a Business Day, the Term B Facility Termination Date shall be the next preceding Business Day.

“ Term B Loan ” means an advance made by any Bank under the Term B Facility.

“ Term Bank ” means, at any time, any Bank that is a Term A-1 Bank, a Term A-2 Bank or a Term B Bank at such time, and “ Term Banks ” means all Term A-1 Banks, all Term A-2 Banks and all Term B Banks at such time.

“ Term Commitment ” means, with respect to each Bank, the Term A-1 Commitment of such Bank, the Term A-2 Commitment of such Bank or the Term B Commitment of such Bank, as applicable.

“ Term Commitment Percentage ” means, with respect to each Bank, the Term A-1 Commitment Percentage of such Bank, the Term A-2 Commitment Percentage of such Bank or the Term B Commitment Percentage of such Bank, as applicable.

“ Term Facilities ” means the Term A-1 Facility, the Term A-2 Facility and the Term B Facility.

“ Term Facilities Termination Date ” means July 27, 2022; provided that if such date is not a Business Day, the Term Facilities Termination Date shall be the next preceding Business Day.

“ Termination Date ” means the Revolving Termination Date, the Term Facilities Termination Date, the Term B Facility Termination Date, an Incremental Term Facility Termination Date or a Refinancing Facility Termination Date, as the context may require.

“ Term Loan ” means a Term A-1 Loan, a Term A-2 Loan or a Term B Loan, as the context may require.

“ Threshold Requirement ” has the meaning specified in Section 7.11(a) .

“ Total Credit Exposure ” means, as to any Bank at any time, the unused Commitments, Revolving Exposure, Outstanding Amount of all Term Loans, and Outstanding Amount of all Incremental Term Loans, in each case, of such Bank at such time.

“ Total Pro Rata Credit Exposure ” means, as to any Bank at any time, the unused Commitments, Revolving Exposure, Outstanding Amount of all Term Loans (other than the Term B Loans), and Outstanding Amount of all Incremental Term Loans, in each case, of such Bank at such time.

“ Total Revolving Credit Exposure ” means, as to any Bank at any time, the unused Revolving Commitments and Revolving Exposure of such Revolving Bank at such time.

“ Total Term B Credit Exposure ” means, as to any Bank at any time, the Outstanding Amount of all Term B Loans of such Bank at such time.

“ Total Term Credit Exposure ” means, as to any Bank at any time, the Outstanding Amount of all Terms Loans and the Outstanding Amount of all Incremental Term Loans, in each case, of such Bank at such time.

“ Treasury Management Agreement ” means any agreement governing the provision of treasury or cash management services, including deposit accounts, overnight draft, overdraft, credit or debit cards,

purchase cards, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

“ Treasury Management Bank ” means any Person in its capacity as a party to a Treasury Management Agreement that (a) at the time it enters into such Treasury Management Agreement with a Credit Party or any Subsidiary, is a Bank, an Affiliate of a Bank, an Agent or an Affiliate of an Agent, or (b) within thirty (30) days after the time it enters into such Treasury Management Agreement with a Credit Party or any Subsidiary, becomes a Bank, an Affiliate of a Bank, an Agent or an Affiliate of an Agent; provided that for any of the foregoing to be included as a “Secured Treasury Management Agreement” on any date of determination by the Collateral Agent, the applicable Treasury Management Bank (other than any Agent or any Affiliate of any Agent) must have delivered a Secured Party Designation Notice to the Collateral Agent prior to such date of determination.

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

“ Unreimbursed Amount ” has the meaning specified in Section 2.6(a)(i) .

“ Unrestricted Subsidiary ” means Fusion 5 Inc., a Delaware corporation.

“ Unrestricted Subsidiary Termination Date ” has the meaning specified in Section 1.3(d) .

“ Unused Fee ” has the meaning specified in Section 3.5(a) .

“ United States ” and “ U.S. ” mean the United States of America.

“ U.S. Borrowers ” means (a) Distribution, (b) Medical, (c) Barista I, (d) Barista II, (e) O&M Halyard, and (f) Byram, to the extent that it becomes a U.S. Borrower hereunder pursuant to Section 2.12(b) .

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

“ U.S. Tax Compliance Certificate ” has the meaning specified in Section 3.11(e)(ii)(B)(III) .

“ USA PATRIOT Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended from time to time.

“ Voting Stock ” means, with respect to any Person, the voting stock or other securities of any class or classes, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or Persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date of determination, the number of years obtained by dividing (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated

to the nearest one twelfth) that will elapse between such date of determination and the making of such payment by (b) the then outstanding principal amount of such Indebtedness as of such date of determination.

“ Wells Fargo Bank ” means Wells Fargo Bank, N.A. and its successors and assigns.

“ Wells Fargo Bank Fee Letter ” means that certain letter agreement dated November 22, 2017 among Wells Fargo Bank, the Parent, Distribution, Medical, Barista I and Barista II, as amended, modified, supplemented or replaced from time to time.

“ Withholding Agent ” means any Credit Party and any Agent.

“ Working Capital ” means, as of any date of determination, with respect to the Parent and its Subsidiaries on a consolidated basis, without duplication, (a) all assets (other than cash and Cash Equivalents) which, in accordance with GAAP, would be included as current assets on the Parent’s consolidated balance sheet at such date, minus (b) all amounts, which, in accordance with GAAP, would be included as current liabilities (other than the current portion of long-term debt and capitalized leases) on the Parent’s consolidated balance sheet at such date.

“ Write-Down and Conversion Powers ” means, 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 and conversion powers are described in the EU Bail-In Legislation Schedule.

“ Yen ” and “ ¥ ” mean the lawful currency of Japan.

1.2      Computation of Time Periods .

For purposes of computation of periods of time hereunder, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

1.3      Accounting Terms; Unrestricted Subsidiary .

(a)      Generally . Except as otherwise specifically prescribed herein, all accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Credit Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the financial statements delivered pursuant to Section 7.1 (or, prior to the delivery of the first financial statements pursuant to Section 7.1 , consistent with the annual financial statements referenced in Section 6.7(a) ). Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Credit Parties and their Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.

(b)      Changes in GAAP . If at any time any change in GAAP would affect the computation of any financial ratio, basket, covenant or requirement set forth in any Credit Document, and either the Borrower Representative or the Required Banks shall so request, the Agents, the Banks and the Borrower Representative shall negotiate in good faith to amend such financial ratio, basket, covenant or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Banks); provided that until so amended, (i) such financial ratio, basket, covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrowers shall provide to the Agents and the Banks financial statements and other documents required under this Credit Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such financial ratio, basket, covenant or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the annual financial statements referenced in Section 6.7(a) for all purposes of this Credit Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

(c)      Calculations . Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Section 7.10 (including, without limitation, for purposes of determining the “Applicable Percentage,” “for purposes of determining the “Applicable Prepayment Percentage,” and for purposes of Section 8.4 , Section 8.5 , Section 8.12 and Section 8.14 ) shall be made on a Pro Forma Basis.

(d)      Unrestricted Subsidiary . The Unrestricted Subsidiary shall cease to be treated as the Unrestricted Subsidiary upon receipt by the Administrative Agent of notice from a Responsible Officer of the Borrower Representative providing that the Unrestricted Subsidiary shall no longer be treated as the Unrestricted Subsidiary for purposes of the Credit Documents (the date on which the Administrative Agent receives such notice being the “ Unrestricted Subsidiary Termination Date ”); provided that the occurrence of the Unrestricted Subsidiary Termination Date shall constitute the incurrence at such time of any Indebtedness or Liens of the Unrestricted Subsidiary existing at such time. For the avoidance of doubt, it is understood and agreed that the Unrestricted Subsidiary shall not be a Credit Party for purposes of this Credit Agreement or any other Credit Document unless (i) the Unrestricted Subsidiary Termination Date shall have occurred, and (ii) after the occurrence of the Unrestricted Subsidiary Termination Date, the Unrestricted Subsidiary becomes a Guarantor pursuant to Section 7.11 .

1.4      Letter of Credit Amounts .

Unless otherwise specified herein, the amount of a Letter of Credit or a Bilateral Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit or such Bilateral Letter of Credit in effect at such time; provided , however , that with respect to any (a) Letter of Credit that, by its terms or the terms of any LOC Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time, and (b) Bilateral Letter of Credit that, by its terms or the term of any issuance document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Bilateral Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Bilateral Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

1.5      Exchange Rates; Currency Equivalents .

(a)      The Administrative Agent or the applicable Issuing Bank, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Extensions of Credit and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Credit Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Credit Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable Issuing Bank, as applicable.

(b)      Wherever in this Credit Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the applicable Issuing Bank, as the case may be.

1.6      Additional Alternative Currencies .

(a)      The Borrowers may from time to time request that Eurocurrency Rate Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to the making of Eurocurrency Rate Loans, such request shall be subject to the approval of the Administrative Agent and the Banks; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and each Issuing Bank.

(b)      Any such request shall be made to the Administrative Agent not later than 11:00 a.m., 20 Business Days prior to the date of the desired Extension of Credit (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, each Issuing Bank, in its sole discretion). In the case of any such request pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each Bank thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify each Issuing Bank thereof. Each Bank (in the case of any such request pertaining to Eurocurrency Rate Loans) or each Issuing Bank (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., 10 Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.

(c)      Any failure by a Bank or an Issuing Bank, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Bank or such Issuing Bank, as the case may be, to permit Eurocurrency Rate Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Banks consent to making Eurocurrency Rate Loans in such requested currency, the Administrative Agent shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Borrowings of Eurocurrency Rate Loans; and if the Administrative Agent and each Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.6 , the Administrative Agent shall promptly so notify the Borrowers.

1.7      Change of Currency .

(a)      Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the Closing Date shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Credit Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period. Each provision of this Credit Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(b)      Each provision of this Credit Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

1.8      Times of Day .

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.9      Rates .

Neither the Administrative Agent nor the Term B Facility Agent warrants or accepts responsibility for, and none of the Administrative Agent or the Term B Facility Agent shall have any liability with respect to, the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate”.

Section 2

CREDIT FACILITIES

2.1      Commitments .

(a)      Revolving Commitments . On any Business Day during the Commitment Period, subject to the terms and conditions hereof, each Revolving Bank severally agrees to make revolving credit loans (the “ Revolving Loans ”) in Dollars or in one or more Alternative Currencies to the Borrowers for the purposes hereinafter set forth; provided , however , that (i) with regard to the Revolving Banks collectively, the aggregate principal amount of Revolving Obligations outstanding shall not at any time exceed SIX HUNDRED MILLION DOLLARS ($600,000,000) (as such aggregate maximum amount may be increased or reduced from time to time as hereinafter provided, the “ Aggregate Revolving Committed Amount ”), (ii) with regard to each Revolving Bank individually, each Revolving Bank’s Revolving Exposure shall not at any time exceed such Revolving Bank’s Revolving Committed Amount and (iii) the aggregate Outstanding Amount of all Revolving Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Revolving Loans may consist of Base Rate Loans or Eurocurrency Rate Loans (or a combination thereof), as the Borrower Representative may request, and may be repaid and reborrowed in accordance with the provisions hereof.

(b)      Swingline Commitment . Subject to the terms and conditions set forth herein, the Swingline Bank, in reliance upon the agreements of the other Revolving Banks set forth in this section and in Section 2.7 , shall make loans (each such loan, a “ Swingline Loan ”) to the U.S. Borrowers in Dollars from time to time on any Business Day during the Commitment Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Committed Amount, notwithstanding the fact that such Swingline Loans, when aggregated with the Revolving Commitment Percentage of the Outstanding Amount of Revolving Loans and LOC Obligations of the Bank acting as Swingline Bank, may exceed the amount of such Bank’s Revolving Committed Amount; provided , however , that after giving effect to any Swingline Loan, (i) the total Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, and (ii) the Revolving Exposure of any Revolving Bank shall not exceed such Revolving Bank’s Revolving Committed Amount; provided , further , that the U.S. Borrowers shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the U.S. Borrowers may borrow under this Section 2.1(b) , prepay under Section 3.4 , and reborrow under this Section 2.1(b) . Immediately upon the making of a Swingline Loan, each Revolving Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Bank a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Bank’s Revolving Commitment Percentage times the amount of such Swingline Loan. The U.S. Borrowers must repay each Swingline Loan in full no later than thirty (30) days after such loan is made, which repayment may be made with a borrowing of Revolving Loans to the extent the conditions set forth in Section 5.2 have been satisfied. Swingline Loans hereunder may consist of Base Rate Loans or Daily LIBOR Swingline Loans (or a combination thereof),

as the Borrower Representative may request, and may be repaid and reborrowed in accordance with the provisions hereof.

(c)      Letter of Credit Commitment .

(i)      During the Commitment Period, in reliance on the agreements of the Revolving Banks set forth in this section and in Section 2.6 and subject to the terms and conditions hereof and of the LOC Documents, if any, and such other terms and conditions which the applicable Issuing Bank may reasonably require, the Issuing Banks shall issue, and the Revolving Banks shall participate severally in, Letters of Credit for the account of any member of the Consolidated Group in Dollars or an Alternative Currency on a sight basis as the Borrower Representative may request, in form acceptable to the applicable Issuing Bank, for the purposes hereinafter set forth; provided that (i) the aggregate amount of LOC Obligations shall not at any time exceed FORTY MILLION DOLLARS ($40,000,000) (the “ LOC Committed Amount ”), (ii) with regard to the Revolving Banks collectively, the aggregate principal amount of Revolving Obligations outstanding shall not at any time exceed the Aggregate Revolving Committed Amount, (iii) with regard to each Revolving Bank individually, each Revolving Bank’s Revolving Exposure shall not at any time exceed such Revolving Bank’s Revolving Committed Amount, and (iv) the aggregate amount of LOC Obligations with respect to Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s LOC Commitment. Letters of Credit issued hereunder shall have an expiry date not more than one year from the date of issuance or extension, and may not extend beyond the date five (5) Business Days prior to the Revolving Termination Date.

(ii)      No Issuing Bank shall issue, extend or increase any Letter of Credit if:

(A)      subject to Section 2.2(a)(iii)(C) , the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Revolving Banks (other than Revolving Banks that are Defaulting Banks) have approved such expiry date; or

(B)      the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Banks have approved such expiry date; or

(C)      the conditions set forth in Section 5.2 are not satisfied.

(iii)      No Issuing Bank shall be under any obligation to issue, extend or increase any Letter of Credit if:

(A)      any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Law applicable to such Issuing Bank or any

request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good faith deems material to it;

(B)      the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to borrowers generally;

(C)      such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; or

(D)      any Revolving Bank is at that time a Defaulting Bank, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Borrowers or such Revolving Bank to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 3.18(a)(iv) ) with respect to the Defaulting Bank arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LOC Obligations as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion.

(iv)      No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.

(v)      No Issuing Bank shall be under any obligation to amend any Letter of Credit if (A) such Issuing Bank would not have an obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.

(vi)      Each Issuing Bank shall act on behalf of the Banks with respect to any Letters of Credit issued by it and the documents associated therewith, and each Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 10 with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and LOC Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 10 included such Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to such Issuing Bank.

(d)      (i)     Term A-1 Commitments . On the Term A-1 Facility Funding Date, each Term A-1 Bank party to this Credit Agreement on the Term A-1 Facility Funding Date, severally made a Term A-1 Loan to Barista I and Barista II in

Dollars in one (1) advance in an aggregate amount that did not exceed such Term A-1 Bank’s Term A-1 Commitment. Term A-1 Loans repaid or prepaid may not be reborrowed. Term A-1 Loans may consist of Base Rate Loans or Eurocurrency Rate Loans (or a combination thereof), as the Borrower Representative may request.

(ii)     Term A-2 Commitments . On the Second Amendment Effective Date, subject to the terms and conditions hereof, each Term A-2 Bank severally agrees to make a Term A-2 Loan to Distribution in Dollars in one (1) advance in an aggregate amount not to exceed such Term A-2 Bank’s Term A-2 Commitment. The Borrowing of Term A-2 Loans shall consist of Term A-2 Loans made simultaneously by the Term A-2 Banks in accordance with their respective Term A-2 Commitments. Term A-2 Loans repaid or prepaid may not be reborrowed. Term A-2 Loans may consist of Base Rate Loans or Eurocurrency Rate Loans (or a combination thereof), as the Borrower Representative may request.

(iii)     Term B Commitments . (A) On the Second Amendment Effective Date, subject to the terms and conditions hereof, each Term B Bank severally agrees to make a Term B Loan to O&M Halyard in Dollars in one (1) advance in an aggregate amount not to exceed such Term B Bank’s Term B Commitment. (B) On the Term B Facility Increase Effective Date, subject to the terms and conditions hereof, each Term B Bank with an increased Term B Commitment pursuant to Section 2.15 severally agrees to make a Term B Loan to O&M Halyard in Dollars in one (1) advance in an aggregate amount not to exceed the amount of such increase. Each Borrowing of Term B Loans shall consist of Term B Loans made simultaneously by the Term B Banks in accordance with their respective Term B Commitments. Term B Loans repaid or prepaid may not be reborrowed. Term B Loans may consist of Base Rate Loans or Eurocurrency Rate Loans (or a combination thereof), as the Borrower Representative may request.

(e)      Incremental Term Commitments . Subject to Section 2.10(b) , on the effective date of any Incremental Term Joinder Agreement, each Incremental Term Bank party to such Incremental Term Joinder Agreement severally agrees to make an Incremental Term Loan to the applicable Borrower in the amount of its respective Incremental Term Commitment with respect to such Incremental Term Facility as set forth in such Incremental Term Joinder Agreement; provided that after giving effect to such advances, the Outstanding Amount of such Incremental Term Loans shall not exceed the aggregate amount of the Incremental Term Commitments set forth in the applicable Incremental Term Joinder Agreement of the applicable Incremental Term Banks. Each Borrowing of Incremental Term Loans shall consist of Incremental Term Loans made simultaneously by the Incremental Term Banks in accordance with their respective Incremental Term Commitments for the applicable Incremental Term Facility. Incremental Term Loans repaid or prepaid may not be reborrowed. Incremental Term Loans may consist of Base Rate Loans or Eurocurrency Rate Loans (or a combination thereof), as the Borrower Representative may request.

2.2      Method of Borrowing .

(a)      Notice of Request for Extensions of Credit . The Borrower Representative, on behalf of any Borrower, shall request an Extension of Credit as follows:

(i)      Revolving Loans; Term Loans; Incremental Term Loans . In the case of Revolving Loans, Term Loans and/or Incremental Term Loans, the Borrower Representative, on behalf of any Borrower, shall give written notice (or telephone notice promptly confirmed in writing) substantially in the form of Schedule 2.2(a)(i) (each a “ Notice of Loan Borrowing ”) to the Applicable Agent not later than 12:00 Noon (x) on the Business Day of the requested advance in the case of Base Rate Loans, (y) on the third Business Day prior to the date of the requested advance in the case of Eurocurrency Rate Loans denominated in Dollars and (z) on the fourth Business Day (or fifth Business Day, in the case of a Special Notice Currency) prior to the date of the requested advance in the case of Eurocurrency Rate Loans denominated in Alternative Currencies. Each such Notice of Loan Borrowing shall be irrevocable and shall specify (i) that Revolving Loans, Term Loans and/or Incremental Term Loans are requested, (ii) the date of the requested advance (which shall be a Business Day), (iii) the aggregate principal amount of Loans requested, (iv) whether the Loans requested shall consist of Base Rate Loans, Eurocurrency Rate Loans or a combination thereof, (v) if Eurocurrency Rate Loans are requested, the Interest Periods with respect thereto, (vi) if Revolving Loans are requested, the currency of the Revolving Loans to be borrowed, and (vii) the applicable Borrower. The Applicable Agent shall as promptly as practicable give each Bank notice of each requested Loan advance, of such Bank’s pro rata share thereof and of the other matters covered in the Notice of Loan Borrowing. Each Bank shall make the amount of its Loan available to the Applicable Agent in Same Day Funds at the Applicable Agent’s Office for the applicable currency not later than 2:00 p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Applicable Agent in the case of any Revolving Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Notice of Loan Borrowing. Upon satisfaction of the applicable conditions set forth in Section 5 , the Applicable Agent shall, not later than 2:30 p.m. on such Business Day specified in the applicable Notice of Loan Borrowing in the case of a Loan denominated in Dollars and on the same Business Day specified in the applicable Notice of Loan Borrowing in the case of a Revolving Loan denominated in an Alternative Currency, make all funds so received available to the applicable Borrower in like funds as received by the Applicable Agent either by (A) crediting the account of such Borrower on the books of Wells Fargo Bank with the amount of such funds or (B) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Agent by the Borrower Representative.

(ii)      Swingline Loans . Each Borrowing of Swingline Loans shall be made upon the Borrower Representative’s irrevocable notice to the Swingline Bank and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Bank and the Administrative Agent not later than 12:00 Noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $250,000 and integral multiples of $100,000 in excess thereof, (ii) whether the Swingline Loans requested shall consist of Base Rate Loans, Daily LIBOR Swingline Loans or a combination thereof, (iii) the requested borrowing date, which shall be a Business Day, and (iv) the applicable U.S. Borrower. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Bank and the Administrative Agent of a written Notice of Swingline Loan Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower Representative. Promptly after receipt by the Swingline Bank of any telephonic Notice of Swingline Loan Borrowing, the Swingline Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swingline Loan Borrowing and, if not, the Swingline Bank will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Bank has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Bank) prior to 1:00 p.m. on the date of the proposed Borrowing of Swingline Loans (A) directing the Swingline Bank not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.1(b) , or (B) that one or more of the applicable conditions specified in Section 5 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Bank will, not later than 1:30 p.m. on the borrowing date specified in such Notice of Swingline Loan Borrowing, make the amount of its Swingline Loan available to the U.S. Borrowers.

(iii)      Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit .

(A)      Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower Representative delivered to an Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower Representative. Such Letter of Credit Application must be received by the applicable Issuing Bank and the Administrative Agent not later than 11:00 a.m. at least three Business Days (or such later date and time as the Administrative Agent and such Issuing Bank may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable Issuing Bank: (1) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (2) the amount thereof; (3) the expiry date thereof; (4) the name and address of the beneficiary thereof; (5) the documents to be presented by such beneficiary in case of any drawing thereunder; (6) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (7) the purpose and nature of the requested Letter of Credit; (8) the currency requested (and in the absence of specification of currency shall be deemed a request for a Letter of Credit denominated in Dollars); and (9) such other matters as such Issuing Bank may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable Issuing Bank: (I) the Letter of Credit to be amended; (II) the proposed date of amendment thereof (which shall be a Business Day); (III) the nature of the proposed amendment; and (IV) such other matters as such Issuing Bank may require. Additionally, the Borrower Representative shall furnish to the applicable Issuing Bank and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any LOC Documents, as such Issuing Bank or the Administrative Agent may require. The Borrowers’ Obligations in respect of each Existing Letter of Credit, and each Revolving Bank’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Credit Agreement.

(B)      Promptly after receipt of any Letter of Credit Application in connection with a Letter of Credit to be issued or amended, as the case may be, by an Issuing Bank, such Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower Representative and, if not, such Issuing Bank will provide the Administrative Agent with a copy thereof. Immediately upon the issuance of each Letter of Credit, each Revolving Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Bank’s Revolving Commitment Percentage times the amount of such Letter of Credit.

(C)      If the Borrower Representative so requests in any applicable Letter of Credit Application, an Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “ Auto-Extension Letter of Credit ”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “ Non-Extension Notice Date ”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower Representative shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Banks shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided , however , that such Issuing Bank shall not permit any such extension if (1) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.1(c) or otherwise), or (2) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (I) from the Administrative Agent that the Required Revolving Banks have elected not to permit such extension or (II) from the Administrative Agent, any Revolving Bank or the Borrower Representative that one or more of the applicable conditions specified in Section 5.2 is not then satisfied, and in each case directing such Issuing Bank not to permit such extension.

(D)      Promptly after its delivery of any Letter of Credit issued by an Issuing Bank or any amendment to a Letter of Credit issued by an Issuing Bank to an advising bank with respect thereto or to the beneficiary thereof, such Issuing Bank will also deliver to the Borrower Representative and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(b)      Minimum Amounts . Each Eurocurrency Rate Loan shall be in a minimum aggregate principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof. Each Base Rate Loan (other than a Base Rate Loan comprising a Swingline Loan) shall be in a minimum aggregate principal amount of $5,000,000 (or, if less, the remaining amount of the Aggregate Revolving Committed Amount) and in integral multiples of $1,000,000 in excess thereof.

(c)      Information Not Provided . If in connection with any request for a Loan, the Borrower Representative shall fail to specify (i) an applicable Interest Period in the case of a Eurocurrency Rate Loan, the Borrower Representative shall be deemed to have requested an Interest Period of one month, (ii) the currency of the Loans to be borrowed, then the Loans so requested shall be denominated in Dollars, or (iii) the type of loan requested, the Borrower Representative shall be deemed to have requested a Base Rate Loan. If in connection with any request for a Swingline Loan, the Borrower Representative shall fail to specify the type of Swingline Loan requested, then such notice shall be deemed to be a request for a Base Rate Loan.

(d)      Maximum Number of Eurocurrency Rate Loans . The Revolving Loans may be comprised of no more than seven (7) Eurocurrency Rate Loans outstanding at any time. The Term A-1 Loans may be comprised of no more than seven (7) Eurocurrency Rate Loans outstanding at any time. The Term A-2 Loans may be comprised of no more than seven (7) Eurocurrency Rate Loans outstanding at any time. The Term B Loans may be comprised of no more than seven (7) Eurocurrency Rate Loans outstanding at any time. The Incremental Term Loans under any Incremental Term Facility may be comprised of no more than seven (7) Eurocurrency Rate Loans outstanding at any time. For purposes hereof, Eurocurrency Rate Loans with separate or different Interest Periods will be considered as separate Eurocurrency Rate Loans even if their Interest Periods expire on the same date.

2.3      Interest .

Subject to Section 3.1 , the Loans shall bear interest at a per annum rate, payable in arrears on each applicable Interest Payment Date (or at such other times as may be specified herein), as follows:

(a)      Revolving Loans; Term Loans; Incremental Term Loans .

(i)      Base Rate Loans . During such periods as Revolving Loans, Term Loans and/or Incremental Term Loans shall consist of Base Rate Loans, the sum of the Base Rate plus the Applicable Percentage for Base Rate Loans; and

(ii)      Eurocurrency Rate Loans . During such periods as Revolving Loans, Term Loans and/or Incremental Term Loans shall consist of Eurocurrency Rate Loans, the sum of the Eurocurrency Rate plus the Applicable Percentage for Eurocurrency Rate Loans.

(b)      Swingline Loans .

(i)      Base Rate Loans . During such periods as Swingline Loans shall consist of Base Rate Loans, the sum of the Base Rate plus the Applicable Percentage for Base Rate Loans; and

(ii)      Daily LIBOR Swingline Loans . During such periods as Swingline Loans shall consist of Daily LIBOR Swingline Loans, the sum of the Daily LIBOR Rate plus the Applicable Percentage for Daily LIBOR Swingline Loans.

2.4      Repayment .

(a)      Revolving Loans . The outstanding principal amount of all Revolving Loans shall be due and payable in full on the Revolving Termination Date.

(b)      (i)     Term A-1 Loans . The outstanding principal amount of the Term A-1 Loans shall be due and payable in installments on the last Business Day of each March, June, September and December and on the Term Facilities Termination Date, in each case, in the respective amounts set forth in the table below (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 3.4 ), unless accelerated sooner pursuant to Section 9.2 :

provided , however , that , the final principal repayment installment of the Term A-1 Loans shall be repaid on the Term Facilities Termination Date and in any event shall be in an amount equal to the aggregate principal amount of all Term A-1 Loans outstanding on such date.

(ii)     Term A-2 Loans . The outstanding principal amount of the Term A-2 Loans shall be due and payable in installments on the last Business Day of each February, May, August and November, and on the Term Facilities Termination Date, in each case, in the respective amounts set forth in the table below (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 3.4 ), unless accelerated sooner pursuant to Section 9.2 :

provided , however , that , the final principal repayment installment of the Term A-2 Loans shall be repaid on the Term Facilities Termination Date and in any event shall be in an amount equal to the aggregate principal amount of all Term A-2 Loans outstanding on such date.

(iii)     Term B Loans . The outstanding principal amount of the Term B Loans shall be due and payable in installments on the last Business Day of each January, April, July and October, and on the Term B Facility Termination Date, in each case, in the respective amounts set forth in the table below (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 3.4 ), unless accelerated sooner pursuant to Section 9.2 :

provided , however , that , the final principal repayment installment of the Term B Loans shall be repaid on the Term B Facility Termination Date and in any event shall be in an amount equal to the aggregate principal amount of all Term B Loans outstanding on such date.

(c)      Incremental Term Loans . The outstanding principal amount of all Incremental Term Loans shall be due and payable in the installments, on the dates and in the amounts set forth in the applicable Incremental Term Joinder Agreement for such Incremental Term Loans (as such installments may hereafter be adjusted as a result of the application of prepayments in accordance with the order of priority set forth in Section 3.4 ), unless accelerated sooner pursuant to Section 9.2 .

(d)      Swingline Loans . The outstanding principal amount of each Swingline Loan shall be due and payable on the earlier to occur of (i) the date required pursuant to Section 2.1(b) and (ii) the Revolving Termination Date.

2.5      Notes .

The Loans shall, at the request of a Bank, be evidenced by a Note.

2.6      Additional Provisions relating to Letters of Credit .

(a)      Drawings and Reimbursements; Funding of Participations .

(i)      Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Letter of Credit, the applicable Issuing Bank shall notify the Borrower Representative and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Borrowers shall reimburse the applicable Issuing Bank in such Alternative Currency, unless (A) such Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrowers shall have notified such Issuing Bank promptly following receipt of the notice of drawing that the Borrowers will reimburse such Issuing Bank in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the applicable Issuing Bank shall notify the Borrower Representative of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the date of any payment by the applicable Issuing Bank under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by such Issuing Bank under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “ Honor Date ”), the Borrowers shall reimburse such Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency. If the Borrowers fail to so reimburse the applicable Issuing Bank by such time, the Administrative Agent shall promptly notify each Revolving Bank of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “ Unreimbursed Amount ”), and the amount of such Revolving Bank’s Revolving Commitment Percentage thereof. In such event, the applicable Borrower shall be deemed to have requested a Borrowing of Revolving Loans that are Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2(b) for the principal amount of Base Rate Loans, but subject to the conditions set forth in Section 5.2 (other than the delivery of a Notice of Loan Borrowing). Any notice given by an Issuing Bank or the Administrative Agent pursuant to this Section 2.6(a)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)      Each Revolving Bank shall upon any notice pursuant to Section 2.6(a)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable Issuing Bank, in Dollars, at the Administrative Agent’s Office for Dollar-denominated payments in an amount equal to its Revolving Commitment Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent which date will not be earlier than the Business Day following the Honor Date, whereupon, subject to the provisions of Section 2.1(c)(ii) , each Revolving Bank that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Issuing Bank in Dollars.

(iii)      With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Revolving Loans because the conditions set forth in Section 5.2 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the applicable Issuing Bank an LOC Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which LOC Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Bank’s payment to the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.6(a)(ii) shall be deemed payment in respect of its participation in such LOC Borrowing and shall constitute an LOC Advance from such Revolving Bank in satisfaction of its participation obligation under this Section 2.6 .

(iv)      Until each Revolving Bank funds its Revolving Loan or LOC Advance pursuant to this Section 2.6(a) to reimburse an Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Revolving Bank’s Revolving Commitment Percentage of such amount shall be solely for the account of the applicable Issuing Bank.

(v)      Each Revolving Bank’s obligation to make Revolving Loans or LOC Advances to reimburse an Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.6(a) , shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Bank may have against such Issuing Bank, the Borrowers or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Revolving Bank’s obligation to make Revolving Loans pursuant to this Section 2.6(a) is subject to the conditions set forth in Section 5.2 (other than delivery by the Borrower Representative of a Notice of Loan Borrowing). No such making of an LOC Advance shall relieve or otherwise impair the obligation of the Borrowers to reimburse the applicable Issuing Bank for the amount of any payment made by such Issuing Bank under any Letter of Credit, together with interest as provided herein.

(vi)      If any Revolving Bank fails to make available to the Administrative Agent for the account of any Issuing Bank any amount required to be paid by such Revolving Bank pursuant to the foregoing provisions of this Section 2.6(a) by the time specified in Section 2.6(a)(ii) , then, without limiting the other provisions of this Credit Agreement, such Issuing Bank shall be entitled to recover from such Revolving Bank (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Issuing Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Issuing Bank in connection with the foregoing. If such Revolving Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Bank’s Revolving Loan included in the relevant Borrowing or LOC Advance in respect of the relevant LOC Borrowing, as the case may be. A certificate of an Issuing Bank submitted to any Revolving Bank (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(b)      Repayment of Participations .

(i)      At any time after any Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Bank such Revolving Bank’s LOC Advance in respect of such payment in accordance with Section 2.6(a) , if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrowers or otherwise, including proceeds of cash collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Revolving Bank its Revolving Commitment Percentage thereof in Dollars and in the same funds as those received by the Administrative Agent.

(ii)      If any payment received by the Administrative Agent for the account of an Issuing Bank pursuant to Section 2.6(a)(i) is required to be returned under any of the circumstances described in Section 11.2(b) (including pursuant to any settlement entered into by such Issuing Bank in its discretion), each Revolving Bank shall pay to the Administrative Agent for the account of such Issuing Bank its Revolving Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Bank, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Revolving Banks under this clause shall survive the termination of the Aggregate Commitments, the payment in full of the Obligations and the termination of this Credit Agreement.

(c)      Obligations Absolute . The obligation of the Borrowers to reimburse each Issuing Bank for each drawing under each Letter of Credit and to repay each LOC Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Credit Agreement under all circumstances, including the following:

(i)      any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any other Credit Document;

(ii)      the existence of any claim, counterclaim, setoff, defense or other right that any Credit Party or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), such Issuing Bank or any other Person, whether in connection with this Credit Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)      any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)      any payment by such Issuing Bank under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by such Issuing Bank under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v)      any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to any member of the Consolidated Group or in the relevant currency markets generally; or

(vi)      any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any Subsidiary.

The Borrowers shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to any of them and, in the event of any claim of noncompliance with the Borrower Representative’s instructions or other irregularity, the Borrowers will immediately notify the applicable Issuing Bank. The Borrowers shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

(d)      Role of Issuing Bank . Each Revolving Bank and the Borrowers agree that, in paying any drawing under a Letter of Credit, an Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any Issuing Bank shall be liable to any Revolving Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Banks or the Required Revolving Banks, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or LOC Document. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided , however , that this assumption is not intended to, and shall not, preclude the Borrowers’ pursuing such rights and remedies as they may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Administrative Agent, the Revolving Banks, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Banks shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.6(c) ; provided , however , that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers which the Borrowers prove were caused by such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Banks may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Banks shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(e)      Applicability of ISP . Unless otherwise expressly agreed by the applicable Issuing Bank and the Borrowers when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each Letter of Credit.

(f)      Standby Letter of Credit Fees . The Borrowers shall pay to the Administrative Agent for the account of each Revolving Bank in accordance with its Revolving Commitment Percentage a Letter of Credit fee (the “ Standby Letter of Credit Fee ”) in Dollars for each standby Letter of Credit equal to the Applicable Percentage times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided , however , any Standby Letter of Credit Fees otherwise payable for the account of a Defaulting Bank with respect to any Letter of Credit as to which such Defaulting Bank has not provided Cash Collateral satisfactory to the applicable Issuing Bank pursuant to this Section 2.6 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Banks in accordance with the upward adjustments in their respective Revolving Commitment Percentages allocable to such Letter of Credit pursuant to Section 3.18(a)(iv) , with the balance of such fee, if any, payable to such Issuing Bank for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.4 . Standby Letter of Credit Fees shall be (i) due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Percentage during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Percentage separately for each period during such quarter that such Applicable Percentage was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Banks, while any Event of Default exists, all Standby Letter of Credit Fees shall accrue at the Default Rate.

(g)      Fronting Fee and Documentary and Processing Charges Payable to Issuing Bank . The Borrowers shall pay directly to (i) Bank of America, in its capacity as an Issuing Bank, for its own account, a fronting fee in Dollars with respect to each Letter of Credit issued by Bank of America, at the rate per annum separately agreed between Bank of America and the Borrower Representative, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit and on a quarterly basis in arrears, and (ii) each other Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank at a rate separately agreed between such Issuing Bank and the Borrower Representative, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit and on a quarterly basis in arrears. Such fronting fees shall be due and payable on the last Business Day of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the Dollar Equivalent of the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.4 , but without giving effect to automatic increases in the stated amount not in effect at such time. In addition, the Borrowers shall pay directly to each Issuing Bank for its own account, in Dollars, the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of each Issuing Bank relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(h)      Conflict with LOC Documents . In the event of any conflict between the terms hereof and the terms of any LOC Document, including the Existing Letters of Credit, the terms hereof shall control.

(i)      Letters of Credit Issued for the Parent or Subsidiaries . Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, the Parent or a Subsidiary, the Borrowers shall be obligated to reimburse the applicable Issuing Bank hereunder for any and all drawings under such Letter of Credit. Each Borrower hereby acknowledges that the issuance of Letters of Credit for the account of the Parent or such Borrower’s Subsidiaries inures to the benefit of such Borrower, and that the Borrowers’ businesses derive substantial benefits from the businesses of the Parent and the Borrowers’ respective Subsidiaries.

(j)      Reports . Each Issuing Bank will provide to the Administrative Agent at least quarterly, and more frequently upon request, a detailed summary report on all Letters of Credit issued by such Issuing Bank and the activity thereon, in form and substance acceptable to the Administrative Agent. Each Issuing Bank will provide copies of the Letters of Credit issued by such Issuing Bank to the Administrative Agent and the Revolving Banks promptly upon request.

(k)      Additional Issuing Banks . Any Revolving Bank hereunder may become an Issuing Bank upon receipt by the Administrative Agent of documentation reasonably satisfactory to the Administrative Agent evidencing such Revolving Bank’s agreement with the Borrower Representative to become an Issuing Bank hereunder.

2.7      Additional Provisions relating to Swingline Loans .

(a)      Refinancing of Swingline Loans .

(i)      The Swingline Bank at any time in its sole and absolute discretion may request, on behalf of the U.S. Borrowers (which hereby irrevocably authorize the Swingline Bank to so request on its behalf), that each Revolving Bank make a Revolving Loan that is a Base Rate Loan in an amount equal to such Revolving Bank’s Revolving Commitment Percentage of the amount of Swingline Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Loan Borrowing for purposes hereof) and in accordance with the requirements of Section 2.2 , without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the conditions set forth in Section 5.2 (other than the delivery of a Notice of Loan Borrowing) and provided that, after giving effect to such Borrowing, the Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount. The Swingline Bank shall furnish the Borrower Representative with a copy of the applicable Notice of Loan Borrowing promptly after delivering such notice to the Administrative Agent. Each Revolving Bank shall make an amount equal to its Revolving Commitment Percentage of the amount specified in such Notice of Loan Borrowing available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swingline Loan) for the account of the Swingline Bank at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Notice of Loan Borrowing, whereupon, subject to Section 2.7(a)(ii) , each Revolving Bank that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan to the applicable U.S. Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swingline Bank.

(ii)      If for any reason any Swingline Loan cannot be refinanced by such a Borrowing of Revolving Loans in accordance with Section 2.7(a)(i) , the request for Revolving Loans that are Base Rate Loans submitted by the Swingline Bank as set forth herein shall be deemed to be a request by the Swingline Bank that each of the Revolving Banks fund its risk participation in the relevant Swingline Loan and each Revolving Bank’s payment to the Administrative Agent for the account of the Swingline Bank pursuant to Section 2.7(a)(i) shall be deemed payment in respect of such participation.

(iii)      If any Revolving Bank fails to make available to the Administrative Agent for the account of the Swingline Bank any amount required to be paid by such Revolving Bank pursuant to the foregoing provisions of this Section 2.7(a) by the time specified in Section 2.7(a)(i) , the Swingline Bank shall be entitled to recover from such Revolving Bank (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swingline Bank in connection with the foregoing. If such Revolving Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Bank’s Revolving Loan included in the relevant Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Bank submitted to any Revolving Bank (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv)      Each Revolving Bank’s obligation to make Revolving Loans or to purchase and fund risk participations in Swingline Loans pursuant to this Section 2.7(a) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Bank may have against the Swingline Bank, the U.S. Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Revolving Bank’s obligation to make Revolving Loans pursuant to this Section 2.7(a) is subject to the conditions set forth in Section 5.2 . No such funding of risk participations shall relieve or otherwise impair the obligation of the U.S. Borrowers to repay Swingline Loans, together with interest as provided herein.

(b)      Repayment of Participations .

(i)      At any time after any Revolving Bank has purchased and funded a risk participation in a Swingline Loan, if the Swingline Bank receives any payment on account of such Swingline Loan, the Swingline Bank will distribute to such Revolving Bank its Revolving Commitment Percentage thereof in the same funds as those received by the Swingline Bank.

(ii)      If any payment received by the Swingline Bank in respect of principal or interest on any Swingline Loan is required to be returned by the Swingline Bank under any of the circumstances described in Section 11.2(b) (including pursuant to any settlement entered into by the Swingline Bank in its discretion), each Revolving Bank shall pay to the Swingline Bank its Revolving Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of the Swingline Bank. The obligations of the Revolving Banks under this clause shall survive the termination of the Aggregate Commitments, the payment in full of the Obligations and the termination of this Credit Agreement.

(c)      Interest for Account of Swingline Bank . The Swingline Bank shall be responsible for invoicing the U.S. Borrowers for interest on the Swingline Loans. Until each Revolving Bank funds its Revolving Loans that are Base Rate Loans or risk participation pursuant to this Section 2.7 to refinance such Revolving Bank’s Revolving Commitment Percentage of any Swingline Loan, interest in respect of such Revolving Commitment Percentage shall be solely for the account of the Swingline Bank.

(d)      Payments Directly to Swingline Bank . The U.S. Borrowers shall make all payments of principal and interest in respect of the Swingline Loans directly to the Swingline Bank.

2.8      Joint and Several Liability of the Borrowers .

(a)      Subject to Section 2.8(b) :

(i)      Each of the Borrowers is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Banks under this Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them.

(ii)      Each of the Borrowers jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers with respect to the payment and performance of all of the Obligations arising under this Credit Agreement and the other Credit Documents, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction among them.

(iii)      If and to the extent that any Borrower shall fail to make any payment with respect to any of the obligations hereunder as and when due or to perform any of such obligations in accordance with the terms thereof, then in each such event, the other Borrowers will make such payment with respect to, or perform, such obligation.

(iv)      The obligations of each Borrower under the provisions of this Section 2.8 constitute full recourse obligations of such Borrower, enforceable against it to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Credit Agreement or any other circumstances whatsoever.