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TELEDYNE NETHERLANDS B.V.

TELEDYNE TECHNOLOGIES INCORPORATED

€50,000,000 0.70% Senior Notes, Series A,

due April 18, 2022

€50,000,000 0.92% Senior Notes, Series B,

due April 18, 2023

€50,000,000 0.92% Senior Notes, Series C,

due April 18, 2023

€100,000,000 1.09% Senior Notes, Series D,

due April 18, 2024

________________

NOTE PURCHASE AND GUARANTY AGREEMENT

________________

DATED AS OF APRIL 18, 2017

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TABLE OF CONTENTS

SECTION    HEADING    PAGE

EXHIBIT 2.3    —    Form of Subsidiary Guaranty

EXHIBIT 4.4(a)(i)    —    Form of Opinion of General Counsel to the Parent Issuer

EXHIBIT 4.4(a)(ii)    —    Form of Opinion of Netherlands Special Counsel to the Company

EXHIBIT 4.4(b)    —    Form of Opinion of Special Counsel to the Purchasers

TELEDYNE NETHERLANDS B.V.

PRINS BERNHARDPLEIN 200

1097JB AMSTERDAM, THE NERTHERLANDS

TELEDYNE TECHNOLOGIES INCORPORATED

1049 CAMINO DOS RIOS

THOUSAND OAKS, CA 91360

€50,000,000 0.70% Senior Notes, Series A,

due April 18, 2022

€50,000,000 0.92% Senior Notes, Series B,

due April 18, 2023

€50,000,000 0.92% Senior Notes, Series C,

due April 18, 2023

€100,000,000 1.09% Senior Notes, Series D,

due April 18, 2024

Dated as of
April 18, 2017

TO THE PURCHASERS LISTED IN

THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

TELEDYNE NETHERLANDS B.V., a private limited liability company ( besloten vennootschap) incorporated under the laws of The Netherlands having its registered office ( statutaire zetel ) in Amsterdam, The Netherlands and its address at Prins Bernhardplein 200, (1097JB) Amsterdam, The Netherlands and registered with the Trade Register in the Netherlands under number 52020444 (the “ Company ”), and TELEDYNE TECHNOLOGIES INCORPORATED, a Delaware corporation (the “Parent Issuer” ), each agrees with the Purchasers listed in the attached Schedule A (the “Purchasers” ) to this Note Purchase and Guaranty Agreement (this “Agreement” ) as follows:

The Senior Notes described above are collectively referred to as the “Notes” (such term shall also include any such notes issued in substitution therefor pursuant to Section 13 of this Agreement). The Series A Notes, Series B Notes, the Series C Notes and the Series D Notes shall be substantially in the form set out in Exhibit 1(a), Exhibit 1(b), Exhibit 1(c) and Exhibit 1(d), respectively, with such changes therefrom, if any, as may be approved by the Purchasers, Parent Issuer and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Section 1.2.    Interest Rate. The Notes shall bear interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid principal thereof from the date of issuance at their respective stated rates of interest as may be adjusted pursuant to the terms of this Agreement, payable semi‑annually in arrears (a) with respect to the respective stated rates of interest, payable on the 18th day of April and October in each year and at maturity and (b) with respect to the Interest Rate Adjustment (if any), on the 18th day of April or October next succeeding the Parent Issuer’s election to apply the Elevated Ratio and at maturity, in each case, commencing on the 18th day of April or October next succeeding the date thereof, until such principal sum shall have become due and payable (whether at maturity, upon notice of prepayment or otherwise) and interest (so computed) on any overdue principal, interest, Make-Whole Amount and Net Loss, if any, from the due date thereof (whether by acceleration or otherwise) and, during the continuance of an Event of Default, on the unpaid balance thereof, at the applicable Default Rate until paid.

Section 2.1.     Notes. Subject to the terms and conditions of this Agreement, the Parent Issuer and the Company, as applicable, will issue and sell to each Purchaser and each Purchaser will purchase from the Parent Issuer or the Company, as applicable, at the Closing provided for in Section 3, the Notes in the principal amount of the Series specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The obligations of each Purchaser hereunder are several and not joint obligations and each Purchaser shall have no obligation and no liability to any Person for the performance or nonperformance by any other Purchaser hereunder.

Section 2.2.    Parent Guaranty.     The payment of the Series C Notes and the Series D Notes and the performance by the Company of its obligations under this Agreement are unconditionally guaranteed by the Parent Issuer pursuant to the terms of Section 23.

Section 2.3.    Subsidiary Guaranty. (a) The payment by the Company and the Parent Issuer of all amounts due with respect to the Notes and the performance by the Parent Issuer or the Company, as applicable, of its obligations under this Agreement will be absolutely and unconditionally guaranteed by the Subsidiary Guarantors pursuant to the Guaranty Agreement dated as of the Closing Date, which shall be substantially in the form of Exhibit 2.3 attached hereto, and otherwise in accordance with the provisions of Section 9.7 hereof (the “Subsidiary Guaranty” ).

(b)    Subject to Section 9.7, at the election of the Parent Issuer and by written notice by the Parent Issuer to each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under the Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders or any other Person, provided that (i) such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guaranty) as an obligor and guarantor under and in respect of the Bank Credit Agreement (including if such Subsidiary Guarantor is a Foreign Subsidiary that no longer is deemed to be liable in respect of the Bank Credit Agreement pursuant to the last paragraph of Section 9.7) and the Parent Issuer so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) upon giving effect to such release and discharge, no Default or Event of Default exists and the Parent Issuer has delivered a certificate of a Responsible Officer to the holders of the Notes to that effect and (iii) if any fee or other form of consideration is given to any holder of Indebtedness of the Parent Issuer or the Company for the purpose of such release, holders of the Notes shall receive equivalent consideration.

The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Chapman and Cutler LLP, 595 Market Street, San Francisco, California 94105 at 10:00 a.m. Central time, at a closing (the “Closing” ) on April 18, 2017 (the “Closing Date” ). On the Closing Date, the Company or the Parent Issuer, as applicable, will deliver to each Purchaser the Notes of the Series to be purchased by such Purchaser in the form of a single Note (or such greater number of Notes in denominations of at least €250,000 as such Purchaser may request) dated the Closing Date and registered in such Purchaser’s name (or in the name of such Purchaser’s nominee), against delivery by such Purchaser to the Company or its order or to the Parent Issuer or its order, as applicable, of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the (a) Company to Bank Name: JPMorgan Chase Bank, NA Amsterdam, Bank Address: Atrium, Strawinskylaan 3035, Amsterdam, NL 1077 ZX, SWIFT: CHASNL2X, IBAN: NL27CHAS 0209974524, in the Account Name of “Teledyne Netherlands BV”, Reference: Teledyne Netherlands B.V. euro private placement and (b) Parent Issuer to Bank Name: Bank of America N.A. London, Bank Address: 5 Canada Square, London, UK E14 5AQ, Favour of: Bank of America San Francisco, 50 California St, San Francisco, CA 94111-1502, IBAN: GB61BOFA16505096283016, SWIFT: BOFAGB22, Reference: Teledyne

Technologies Incorporated euro private placement. If, on the Closing Date, the Company or the Parent Issuer shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to any Purchaser’s satisfaction, such Purchaser shall, at such Purchaser’s election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.

Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

Section 4.1.    Representations and Warranties .

(a)     Representations and Warranties of the Parent Issuer and the Company. The representations and warranties of each of the Parent Issuer and the Company in this Agreement shall be correct when made and at the time of the Closing (except in each case for representations and warranties, if any, made as of a specific date, which representations and warranties will be true and correct as of the specific date).

(b)     Representations and Warranties of the Subsidiary Guarantors. The representations and warranties of the Subsidiary Guarantors in the Subsidiary Guaranty shall be correct when made and at the time of the Closing.

Section 4.2.    Performance; No Default . The Parent Issuer, the Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty required to be performed or complied with by the Parent Issuer, the Company and each such Subsidiary Guaranty prior to or at the time of the Closing, and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14) (i) no Default or Event of Default shall have occurred and be continuing, (ii) no Default under Sections 10.1 or 10.2 shall have occurred had such covenants been effective as of January 1, 2017 and the Notes had been issued and the proceeds of the Notes applied as of such date as contemplated by Section 5.14 and (iii) Priority Indebtedness outstanding as of the time of Closing is less than 20% of Consolidated Net Worth as of January 1, 2017. Neither the Parent Issuer nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Sections 10.5 and 10.6 hereof had such Sections applied since such date.

Section 4.3.    Compliance Certificates .

(a)     Officer’s Certificate of the Parent Issuer . The Parent Issuer shall have delivered to such Purchaser an Officer’s Certificate, dated the Closing Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

(b)     Secretary’s Certificate of the Parent Issuer . The Parent Issuer shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and the Agreement.

(c)     Director’s Certificate of the Company . The Company shall have delivered to such Purchaser a Director’s Certificate, dated the Closing Date, certifying (i) that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled and (ii) certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and the Agreement.

(d)     Officer’s Certificate of the Subsidiary Guarantors. Each Subsidiary Guarantor shall have delivered to such Purchaser a certificate of an authorized officer, dated the date of the Closing, certifying that the conditions set forth in Section 4.1(b), 4.2 and 4.9 have been fulfilled.

(e)     Secretary’s Certificate of the Subsidiary Guarantors . Each Subsidiary Guarantor shall have delivered to such Purchaser a certificate, dated the date of the Closing, certifying as to the resolutions attached thereto and other partnership or corporate proceedings relating to the authorization, execution and delivery of the Subsidiary Guaranty.

Section 4.4.    Opinions of Counsel . Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the Closing Date (a) from (i) Melanie S. Cibik, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary of the Parent Issuer, covering the matters set forth in Exhibit 4.4(a)(i) and (ii) Eversheds Sutherland B.V., special Netherlands counsel to the Company, covering the matters set forth in Exhibit 4(a)(ii) and, in each case, covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent Issuer and the Company hereby instructs such counsel to deliver such opinion to the Purchasers) and (b) from Chapman and Cutler LLP, the Purchasers’ special United States counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Section 4.5.    Purchase Permitted By Applicable Law, Etc . On the date of the Closing such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

Section 4.6.    Sale of Other Notes . Contemporaneously with the Closing the Company or the Parent Issuer, as applicable, shall sell to each other Purchaser and each other Purchaser shall purchase the Notes to be purchased by it at the Closing as specified in Schedule A.

Section 4.7.    Payment of Special Counsel Fees . Without limiting the provisions of Section 15.1, the Company shall have paid on or before the Closing Date the reasonable fees, reasonable charges and reasonable disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing Date.

Section 4.8.    Private Placement Number . On or before the date of the Closing, a Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for each Series of the Notes.

Section 4.9.    Changes in Corporate Structure . Neither the Parent Issuer, the Company nor any Subsidiary Guarantor shall have changed its jurisdiction of organization or, except as reflected in Schedule 4.9, been a party to any merger or consolidation, or shall have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Section 5.5. No Change in Control has occurred since January 1, 2017.

Section 4.10.    Subsidiary Guaranty. On or before the date of Closing, the Subsidiary Guaranty shall have been duly authorized, executed and delivered by each Subsidiary Guarantor, shall constitute the legal, valid and binding contract and agreement of each Subsidiary Guarantor and such Purchaser shall have received a true, correct and complete copy thereof.

Section 4.11.    Funding Instructions . At least three Business Days prior to the date of the Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Parent Issuer confirming the information specified in Section 3 including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and number into which the purchase price for the Notes is to be deposited.

Section 4.12.    January 1, 2017 Financials. Not later than five Business Days prior to the Closing Date, the Parent Issuer shall have delivered to the Purchasers copies of the audited consolidated balance sheet of the Parent Issuer and its Subsidiaries for the fiscal year ended January 1, 2017 and the related statements of income and cash flows of the Parent Issuer and its Subsidiaries.

Section 4.13.    Proceedings and Documents . All corporate and other similar proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

SECTION 5.    REPRESENTATIONS AND WARRANTIES OF THE PARENT ISSUER AND THE COMPANY

The Parent Issuer and the Company each represents and warrants to each Purchaser on the Closing Date (except in each case for representations and warranties, if any, made as of a specific date, which representations and warranties will be true and correct as of the specific date) that:

Section 5.1.    Organization; Power and Authority . The Parent Issuer is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company is a private limited liability company duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent Issuer and the Company have the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and to perform the provisions hereof.

Section 5.2.    Authorization, Etc . This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company and the Parent Issuer, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company and/or the Parent Issuer, as applicable, enforceable against the Company and/or the Parent Issuer, as applicable, in accordance with their terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 5.3.    Disclosure . The Company and the Parent Issuer, through its agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, have delivered to each Purchaser a copy of a Private Placement Memorandum, posted to IntraLinks on February 6, 2017 and as supplemented on March 24, 2017 (collectively, the “Memorandum” ), relating to the transactions contemplated hereby. The Memorandum fairly describes as of its date, in all material respects, the general nature of the business and principal properties of the Parent Issuer and its Subsidiaries. This Agreement, the Memorandum and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company and the Parent Issuer in connection with the transactions contemplated hereby and identified in Schedule 5.3 and the financial statements listed in Section 5.5 (this Agreement, the Memorandum and such documents, certificates or other writings and such financial statements in each case, delivered to the Purchasers prior to March 29, 2017 being referred to, collectively, as the “Disclosure Documents” ), taken as a whole, do not, as of their respective dates, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements

therein not misleading in light of the circumstances under which they were made. Except as disclosed in the Disclosure Documents, since January 1, 2017, there has been no change in the financial condition, operations, business or properties of the Parent Issuer or any Subsidiary, except changes that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Parent Issuer or the Company that would reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.

Section 5.4.    Organization and Ownership of Shares of Subsidiaries . (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Parent Issuer’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock or similar equity interests outstanding owned by the Parent Issuer and each other Subsidiary and (ii) of the Parent Issuer’s directors and senior officers.

(b)    All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Issuer, its Material Subsidiaries and the Subsidiary Guarantors have been validly issued, are fully paid and nonassessable and are owned by the Parent Issuer, a Material Subsidiary or a Subsidiary Guarantor free and clear of any Lien (except as otherwise disclosed in Schedule 5.4).

(c)    Each Material Subsidiary and Subsidiary Guarantor identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Material Subsidiary and Subsidiary Guarantor has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except for such power or authority as to which the failure to have would not have a Material Adverse Effect.

(d)    Neither any Material Subsidiary nor any Subsidiary Guarantor is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Material Subsidiary or such Subsidiary Guarantor to pay dividends out of profits or make any other similar distributions of profits to the Parent Issuer or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Material Subsidiary or such Subsidiary Guarantor.

Section 5.5.    Financial Statements; Material Liabilities . Prior to the Closing Date, the Parent Issuer has delivered to each Purchaser copies of the audited consolidated balance sheets of the Parent Issuer as of January 1, 2017, January 3, 2016 and December 28, 2014, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended as of January 1, 2017, January 3, 2016 and December 28, 2014. All of said financial statements

and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, in all material respects the consolidated financial position of the Parent Issuer and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto. Except for liabilities incurred in the ordinary course of business since January 1, 2017, the Parent Issuer, its Material Subsidiaries and the Subsidiary Guarantors do not have any Material liabilities that, as of the Closing Date, are not disclosed on the January 1, 2017 financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure Documents.

Section 5.6.    Compliance with Laws, Other Instruments, Etc . The execution, delivery and performance by the Company and the Parent Issuer of this Agreement and the Notes will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company, the Parent Issuer or any Material Subsidiary under, (i) any indenture, mortgage, deed of trust, loan or credit agreement with a financial institution, (ii) corporate charter, articles of association or by-laws (or similar organizational documents), or (iii) any other agreement or instrument to which the Company, the Parent Issuer or any Material Subsidiary is bound or by which the Company, the Parent Issuer or any Material Subsidiary or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company, the Parent Issuer or any Material Subsidiary, or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company, the Parent Issuer or any Subsidiary, except in the case of clause (a)(iii), (b) or (c) above, such instances that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Section 5.7.    Governmental Authorizations, Etc . (a) No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Parent Issuer or the Company of this Agreement or the Notes, including any thereof required in connection with the obtaining of Euros to make payments under this Agreement or the Notes and the payment of such Euros to Persons resident in the United States of America, other than the filing of Form 8-K with the SEC. It is not necessary to ensure the legality, validity, enforceability or admissibility into evidence in The Netherlands of this Agreement or the Notes that any thereof or any other document be filed, recorded or enrolled with any Governmental Authority, or that any such agreement or document be stamped with any stamp, registration or similar transaction tax.

Section 5.8.    Litigation; Observance of Agreements, Statutes and Orders . (a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company or the Parent Issuer, threatened against or affecting the Company, the Parent Issuer or any Subsidiary or any property of the Company, the Parent Issuer or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

(b)    None of the Company, the Parent Issuer or any Subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws or the USA Patriot Act) of any Governmental Authority, which default or violation, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Section 5.9.    Taxes . (a) The Parent Issuer and its Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (a) the amount of which is not individually or in the aggregate Material or (b) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Parent Issuer or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Parent Issuer knows of no basis for any other tax or assessment that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Parent Issuer and its Subsidiaries in respect of Material Federal, state or other taxes for all fiscal periods are adequate. The Federal income tax liabilities of the Parent Issuer and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended December 30, 2012.

(b)    No liability for any Tax, directly or indirectly, imposed, assessed, levied or collected by or for the account of any Governmental Authority of The Netherlands or any political subdivision thereof will be incurred by the Company, the Parent Issuer or any holder of a Note as a result of the execution or delivery of this Agreement or the Notes and no deduction or withholding in respect of Taxes imposed by or for the account of The Netherlands or, to the knowledge of the the Company or the Parent Issuer, any other Taxing Jurisdiction, is required to be made from any payment by the Company or the Parent Issuer under this Agreement or the Notes except for any such liability, withholding or deduction imposed, assessed, levied or collected by or for the account of any such Governmental Authority of The Netherlands arising out of circumstances described in clause (i), (ii) or (iii) of Section 13(b).

Section 5.10.    Title to Property; Leases . The Parent Issuer and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Parent Issuer or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Section 5.11.    Licenses, Permits, Etc .

(a)    The Parent Issuer and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others, except for such conflicts that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

(b)    To the best knowledge of the Parent Issuer, no product of the Parent Issuer or any of its Subsidiaries infringes in any respect any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned by any other Person except for such infringements that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

(c)    To the best knowledge of the Parent Issuer, there is no violation by any Person of any right of the Parent Issuer or any of its Subsidiaries with respect to any patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by the Parent Issuer or any of its Subsidiaries except for such violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Section 5.12.    Compliance with ERISA . (a) The Parent Issuer and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Parent Issuer nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Parent Issuer or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Parent Issuer or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 436 or 430 of the Code or section 4068 of ERISA, other than such liabilities or Liens as would not be individually or in the aggregate Material.

(b)    The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s plan year ended December 31, 2016, on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recently delivered actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by more than $20,000,000 in the aggregate for all Plans. The present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S. Plan that is funded, determined as of the end of such Plan’s plan year ended December 31, 2016, on the basis of the actuarial assumptions specified for funding purposes in such Non-U.S. Plan’s most recently delivered actuarial valuation report, did not exceed the aggregate current value of the assets of such Non-U.S. Plan allocable to such benefit liabilities by more than $20,000,000 in the aggregate for all Non-U.S. Plans. The term “benefit liabilities” has the meaning specified

in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

(c)    The Parent Issuer and its ERISA Affiliates have not incurred (i) withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material or (ii) or (ii) any obligation in connection with the termination of or withdrawal from any Non-U.S. Plan that individually or in the aggregate are Material.

(d)    The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975(c)(1)(A)‑(D) of the Code. The representation by the Parent Issuer in the first sentence of this Section 5.12(d) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.3 as to the sources of the funds to be used to pay the purchase price of the Notes to be purchased by such Purchaser.

(e)    All Non-U.S. Plans have been established, operated, administered and maintained in compliance with all laws, regulations and orders applicable thereto, except where failure so to comply would not be reasonably expected to have a Material Adverse Effect. All premiums, contributions and any other amounts required by applicable Non-U.S. Plan documents or applicable laws to be paid or accrued by the Parent Issuer and its Subsidiaries have been paid or accrued as required, except where failure so to pay or accrue would not be reasonably expected to have a Material Adverse Effect.

Section 5.13.    Private Offering by the Company . None of the Company, the Parent Issuer or Merrill Lynch, Pierce, Fenner & Smith Incorporated, the only entity authorized to act on the Company’s or Parent Issuer’s behalf, has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than fourteen other Institutional Investors, each of which has been offered the Notes in connection with a private sale for investment. None of the Company, the Parent Issuer or Merrill Lynch, Pierce, Fenner & Smith Incorporated, the only entity authorized to act on the Company’s or Parent Issuer’s behalf, has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

Section 5.14.    Use of Proceeds; Margin Regulations . The proceeds of the sale of the Notes will be used to refinance existing Indebtedness and for general corporate purposes, including acquistions. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock in violation of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company or the Parent Issuer in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute

more than 25% of the value of the consolidated assets of the Parent Issuer and its Subsidiaries and the Parent Issuer does not have any present intention that margin stock will constitute more than 25% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Section 5.15.    Existing Indebtedness; Future Liens . (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Issuer and its Subsidiaries as of January 1, 2017 in an aggregate outstanding amount of at least $10,000,000 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness of the Parent Issuer or its Subsidiaries. Neither the Parent Issuer nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Parent Issuer or such Subsidiary in an aggregate outstanding amount of at least $5,000,000 and no event or condition exists with respect to such Indebtedness of the Parent Issuer or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment

(b)    Except as disclosed in Schedule 5.15, neither the Parent Issuer nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.4.

(c)    Neither the Parent Issuer nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Parent Issuer or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Parent Issuer, except as specifically indicated in Schedule 5.15.

Section 5.16.    Foreign Assets Control Regulations, Etc . (a) Neither the Parent Issuer nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury ( “OFAC” ) (an “OFAC Listed Person” ), (ii) an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (iii) otherwise blocked, subject to material sanctions under or engaged in any activity that constitutes a violation of other United States economic sanctions that has resulted in or is reasonably likely to result in material penalties, including but not limited to, the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Comprehensive Iran Sanctions, Accountability and Divestment Act ( “CISADA” ) or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States or any enabling legislation or executive order relating to any of the

foregoing (collectively, “U.S. Economic Sanctions” ) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (i), clause (ii) or clause (iii), a “Blocked Person” ). Neither the Parent Issuer nor any Controlled Entity has been notified in writing that its name appears or may in the future appear on a list complied by any state of the United States of America of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions.

(b)    No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Parent Issuer or any Controlled Entity, directly or indirectly, (i) in connection with any investment in, or any transactions or dealings with, any Blocked Person, or (ii) otherwise in violation of U.S. Economic Sanctions.

(c)    Neither the Parent Issuer nor any Controlled Entity (i) has been found in violation of, charged with, or convicted of, money laundering, drug trafficking, terrorist‑related activities or other money laundering predicate crimes under the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), the USA PATRIOT Act or any other United States law or regulation governing such activities (collectively, “Anti‑Money Laundering Laws” ) or any material U.S. Economic Sanctions violations, (ii) to the Parent Issuer’s actual knowledge after making due inquiry, is under investigation by any Governmental Authority for possible material violation of Anti‑Money Laundering Laws or any U.S. Economic Sanctions violations that have resulted in or are reasonably likely to result in material penalties, (iii) has been assessed material civil penalties under any Anti‑Money Laundering Laws or any U.S. Economic Sanctions, or (iv) has had any of its funds seized or forfeited in an action under any Anti‑Money Laundering Laws. The Parent Issuer has established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Parent Issuer and each Controlled Entity is and will continue to be in compliance in all material respects with all applicable current and, to the best of its knowledge, future Anti‑Money Laundering Laws and U.S. Economic Sanctions.

(d)    (1) Neither the Parent Issuer nor any Controlled Entity (i) has been charged with, or convicted of bribery or any other anti‑corruption related activity under any applicable law or regulation in a U.S. or any non‑U.S. country or jurisdiction, including but not limited to, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010 (collectively, “Anti‑Corruption Laws” ), (ii) to the Parent Issuer’s actual knowledge, is under investigation by any U.S. or non‑U.S. Governmental Authority for possible violation of Anti‑Corruption Laws that has resulted in or is reasonably likely to result in material penalties, (iii) has been assessed material civil or criminal penalties under any Anti‑Corruption Laws or (iv) has been or, to the Parent Issuer’s actual knowledge, is the target of sanctions imposed by the United Nations or the European Union that have resulted in or are reasonably likely to result in material penalties;

(2)    To the Parent Issuer’s actual knowledge after making due inquiry, neither the Parent Issuer nor any Controlled Entity has, within the last five years, directly or indirectly offered, promised, given, paid or authorized the offer, promise, giving or payment of anything of value to a Governmental Official or a commercial counterparty for the purposes of: (i) influencing any act,

decision or failure to act by such Governmental Official in his or her official capacity or such commercial counterparty, (ii) inducing a Governmental Official to do or omit to do any act in violation of the Governmental Official’s lawful duty, or (iii) inducing a Governmental Official or a commercial counterparty to use his or her influence with a government or instrumentality to affect any act or decision of such government or entity; in each case in order to obtain, retain or direct business or to otherwise secure an improper advantage in violation of any applicable law or regulation; and

(3)    No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage. The Parent Issuer has established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Parent Issuer and each Controlled Entity is and will continue to be in compliance with all applicable Anti‑Corruption Laws.

Section 5.17.    Status under Certain Statute s. Neither the Parent Issuer nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended or the Public Utility Holding Company Act of 2005, as amended.

Section 5.18.    Environmental Matters . (a) Neither the Parent Issuer nor any Subsidiary has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted raising any claim against the Parent Issuer or any of its Subsidiaries or any of their respective real properties now or formerly owned, leased or operated by any of them, or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as is adequately reserved for in the Parent Issuer’s January 1, 2017 financial statements or that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(b)    Neither the Parent Issuer nor any Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as is adequately reserved for in the Parent Issuer’s January 1, 2017 financial statements or that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(c)    Neither the Parent Issuer nor any Subsidiary has (i) stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them in a manner contrary to any Environmental Laws and (ii) has disposed of any Hazardous Materials in a manner contrary to any Environmental Laws, except in each such case for such storage and disposal that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 5.19.    Obligations Rank Pari Passu. Except as otherwise required by law, the obligations of the Parent Issuer under this Agreement rank pari passu in right of payment with all other senior unsecured Indebtedness (actual or contingent) of the Parent Issuer, including, without

limitation, all senior unsecured Indebtedness of the Parent Issuer described in Schedule 5.15 hereto. Except as otherwise required by law, the obligations of the Company under this Agreement and the Notes rank pari passu in right of payment with all other senior unsecured Indebtedness (actual or contingent) of the Company, including, without limitation, all senior unsecured Indebtedness of the Company described in Schedule 5.15 hereto.

Section 6.1.    Purchase for Investment . Each Purchaser severally represents, as of the Closing Date, that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or such pension or trust funds’ property shall at all times be within such Purchaser’s or such pension or trust funds’ control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes, and that the Company has no obligation to so register the Notes.

Section 6.2.    Accredited Investor . Each Purchaser represents, as of the Closing Date, that it is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others are also “accredited investors”). Each Purchaser further represents that such Purchaser has had the opportunity to ask questions of the Company and the Parent Issuer and received answers concerning the terms and conditions of the sale of the Notes.

Section 6.3.    Source of Funds     . Each Purchaser severally represents, as of the Closing Date, that at least one of the following statements is an accurate representation as to each source of funds (a “Source” ) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:

(a)    the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption ( “PTE” ) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement” )) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

(b)    the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(c)    the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(d)    the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “ QPAM Exemption ”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this clause (d); or

(e)    the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption” )) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or

(f)    the Source is a governmental plan; or

(g)    the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (g); or

(h)    the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.3, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.

Section 7.1.    Financial and Business Information . The Parent Issuer shall deliver to each holder of Notes that is an Institutional Investor:

(a)     Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Parent Issuer (other than the last quarterly fiscal period of each such fiscal year),

(i)    a consolidated balance sheet of the Parent Issuer and its Subsidiaries as at the end of such quarter, and

(ii)    consolidated statements of income and cash flows of the Parent Issuer and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that filing with the SEC within the time period specified above the Parent Issuer’s Quarterly Report on Form 10‑Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Parent Issuer shall be deemed to have made such delivery of such Form 10 Q if it shall (1) have timely made such Form 10 Q available on “EDGAR” and under the investor relations tab on its home page on the worldwide web (at the date of this Agreement located at: http//www.teledyne.com) and (2) the Parent Issuer shall have notified each holder (by telecopier or electronic mail) of the posting of such Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery” );

(b)     Annual Statements — within 105 days after the end of each fiscal year of the Parent Issuer,

(i)    a consolidated balance sheet of the Parent Issuer and its Subsidiaries, as at the end of such year, and

(ii)    consolidated statements of income, changes in shareholders’ equity and cash flows of the Parent Issuer and its Subsidiaries, for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that filing with the SEC within the time period specified above of the Parent Issuer’s Annual Report on Form 10‑K for such fiscal year (together with the Parent Issuer’s annual report to shareholders, if any, prepared pursuant to Rule 14a‑3 under the Exchange Act) prepared in accordance with the requirements therefor shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further , that the Parent Issuer shall be deemed to have made such delivery of such Form 10 K if it shall have timely made Electronic Delivery thereof;

(c)     SEC and Other Reports — except for filings referred to in Section 7.1(a) and (b) above, promptly upon their becoming available and, to the extent applicable, one copy of (i) each financial statement, report, notice or proxy statement sent by the Parent Issuer or any Subsidiary to its principal lending banks as a whole (excluding information sent to such banks in the ordinary course of administration of a bank facility, such as information relating to pricing and borrowing availability) or, to the extent such information is Material, to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Parent Issuer or any Subsidiary with the SEC and of all press releases and other statements made available generally by the Parent Issuer or any Subsidiary to the public concerning developments that are Material, provided that the Parent Issuer shall be deemed to have satisfied its delivery obligation under clause (ii) hereof of such regular and periodic reports, registration statements, prospectuses and any amendments if the Parent Issuer shall have timely made Electronic Delivery thereof; provided further , that in the event such information is not Material, the Parent Issuer need not comply with clause (2) of the definition of Electronic Delivery;

(d)     Notice of Default or Event of Default — promptly, and in any event within ten days after a Responsible Officer becomes aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(g), a written notice specifying

the nature and period of existence thereof and what action the Parent Issuer is taking or proposes to take with respect thereto;

(e)     ERISA Matters — promptly, and in any event within five days after a Responsible Officer becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Parent Issuer or an ERISA Affiliate proposes to take with respect thereto:

(i)    with respect to any Plan, any reportable event, as defined in
Section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or

(ii)    the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Parent Issuer or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or

(iii)    any event, transaction or condition that could result in the incurrence of any liability by the Parent Issuer or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or the imposition of any Lien on any of the rights, properties or assets of the Parent Issuer or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect;

(f)     Notices from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Parent Issuer or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; and

(g)     Requested Information — with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company, the Parent Issuer or any of its Subsidiaries or relating to the ability of the Company or the Parent Issuer to perform their obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of Notes or such information regarding the Parent Issuer or the Parent Issuer required to satisfy the requirements of 17 C.F.R. §230.144A, as amended from time to time, in connection with any contemplated transfer of the Notes.

Section 7.2.    Officer’s Certificate and Director’s Certificate     . Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b) shall be

accompanied by a certificate of a Senior Financial Officer setting forth (which, in the case of Electronic Delivery of any such financial statements, shall be by separate concurrent delivery of such certificate to each holder of Notes):

(a)     Covenant Compliance — the information (including detailed calculations and reconciliations to GAAP if Agreement Accounting Principles differ from GAAP at the time such compliance certificate is delivered) required in order to establish whether the Parent Issuer was in compliance with the requirements of Section 10.1 through Section 10.5 hereof, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence) and, in the case of Section 10.1, whether and to what extent and degree the Consolidated Leverage Ratio exceeded 3.25 to 1.00 at the end of the applicable fiscal quarter to which such compliance certificate relates and, as applicable, when the related Interest Rate Adjustment Period begins, the amount of interest payable on the Notes constituting the Interest Rate Adjustment and the date on which such amount of interest is payable or was paid; and

(b)     Event of Default — a statement that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Parent Issuer and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including, without limitation, any such event or condition resulting from the failure of the Parent Issuer or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Parent Issuer shall have taken or proposes to take with respect thereto.

Section 7.3.    Visitation . The Company and the Parent Issuer shall permit the representatives of each holder of Notes that is an Institutional Investor:

(a)     No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Parent Issuer, and in any case not more than once in any fiscal year, to visit during normal business hours the principal executive office of the Parent Issuer, to discuss the affairs, finances and accounts of the Parent Issuer and its Subsidiaries with the Parent Issuer’s officers, and (with the consent of the Parent Issuer, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Parent Issuer, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of the Parent Issuer and each Subsidiary, all at such reasonable times and as may be reasonably requested in writing; and

(b)     Default — if a Default or Event of Default then exists, at the expense of the Company and the Parent Issuer, upon reasonable prior notice, to visit and inspect during normal business hours any of the offices or properties of the Parent Issuer or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Parent Issuer authorizes said accountants to discuss the affairs, finances and accounts of the Parent Issuer and its Subsidiaries), all at such times and as often as may be requested.

(c)    Notwithstanding anything in Section 7.3, neither the Parent Issuer nor any Subsidiary shall be required to disclose (i) any agreement, technical information or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject to a confidentiality obligation binding upon the Parent Issuer or such Subsidiary (but provided further that the Parent Issuer or such Subsidiary, as the case may be, shall, at the request of the Purchaser, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilege.

Section 8.1.    Maturity. (a) The entire unpaid principal amount of the Series A Notes shall become due and payable on April 18, 2022.

(b)    The entire unpaid principal amount of the Series B Notes shall become due and payable on April 18, 2023.

(c)    The entire unpaid principal amount of the Series C Notes shall become due and payable on April 18, 2023.

(d) The entire unpaid principal amount of the Series D Notes shall become due and payable on April 18, 2024.

Section 8.2.    Optional Prepayments with Make-Whole Amoun t. (a) Subject to the terms of Section 8.2(b), the Company or the Parent Issuer, as applicable, may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes of any Series in an amount not less than 10% of the aggregate principal amount of the Notes of such Series then outstanding in the case of a partial prepayment (or such lesser amount as shall be required to effect a partial prepayment resulting from an offer of prepayment pursuant to Section 10.5), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make‑Whole Amount plus the Net Loss (if any) with respect to a Swapped Note or less the Net Gain (if any) with respect to a Swapped Note, determined for the prepayment date with respect to such principal amount. The Company or the Parent Issuer, as applicable, will give each holder of Notes of each applicable Series written notice of each optional prepayment

under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes of the applicable Series to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated respective Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company or Parent Issuer, as applicable, shall deliver to each holder of Notes of the Series to be prepaid a certificate of a Senior Financial Officer specifying the calculation of each such Make‑Whole Amount as of the specified prepayment date.

(b)    Notwithstanding anything contained in Section 8.2(a) to the contrary, if and so long as any Default or Event of Default exists, or any full or partial prepayment is made in contemplation or avoidance of any Default or Event of Default, any full or partial prepayment of the Notes pursuant to the provisions of this Section 8.2 may not be made by the Company or the Parent Issuer by Series but rather shall be made by the Company and the Parent Issuer with respect to all of the Notes (without regard to Series) and, with respect to a partial prepayment, shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof (without regard to Series).

Section 8.3.    Allocation of Partial Prepayments . In the case of each partial prepayment of the Notes of any Series pursuant to the provisions of Section 8.2, the principal amount of the Notes of the Series to be prepaid shall be allocated among all of the Notes of such Series to be prepaid at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment. In the case of each partial prepayment made pursuant to the provisions of Section 8.8, the principal amount of the Notes to be prepaid shall be made to such holders who have accepted any offer of prepayment pursuant to the provisions of Section 8.8, and such partial prepayment shall be allocated among the Notes of such holders in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof of the Notes of all holders who have accepted such offer of prepayment.

Section 8.4.    Maturity; Surrender, Etc.      In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment (which shall be a Business Day), together with interest on such principal amount accrued to such date and the applicable Make‑Whole Amount, if any. From and after such date, unless the Company or the Parent Issuer, as applicable, shall fail to pay such principal amount when so due and payable, together with the interest and Make‑Whole Amount as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company or the Parent Issuer, as applicable, and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

Section 8.5.    Purchase of Notes . Neither the Parent Issuer nor the Company will, nor will they permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any Series except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Parent Issuer, the Company or an Affiliate pro rata to the holders of the Notes of any Series upon the same terms and conditions; provided however , if a Default or Event of Default has occurred and is continuing or would result from any offer to purchase the Notes of any Series, such offer to purchase Notes must be made pursuant to a written offer made by the Parent Issuer, the Company or an Affiliate pro rata to the holders of the Notes of all Series upon the same terms and conditions. The Company or the Parent Issuer, as applicable, will promptly cancel all Notes acquired by the Company, the Parent Issuer or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Section 8.6.    Make‑Whole Amount for the Notes ‑. (a)    Make-Whole Amount with respect to Non-Swapped Notes.

The term “ Make-Whole Amount ” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Non-Swapped Note over the amount of such Called Principal, provided that the Make-Whole Amount may not in any event be less than zero. For the purposes of determining the Make-Whole Amount with respect to any Non-Swapped Note, the following terms have the following meanings:

“ Applicable Percentage ” in the case of a computation of the Make-Whole Amount means 0.50% (50 basis points).

“ Called Principal ” means, with respect to any Non-Swapped Note, the principal of such Non-Swapped Note that is to be prepaid pursuant to Section 8.2 has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

“ Discounted Value ” means, with respect to the Called Principal of any Non-Swapped Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Non-Swapped Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“ Non-Swapped Note ” means any Note other than a Swapped Note.

“ Reinvestment Yield ” means, means, with respect to the Called Principal of any Non-Swapped Note, the sum of the Applicable Percentage plus the ask-side yield to maturity implied by (A) the Kassekurs shown on the display designated as “Page PXGE” (or such other display as may replace Page PXGE) on Bloomberg Financial Markets as of 9:00 a.m.

New York time on the second Business Day preceding the Settlement Date with respect to such Called Principal for Bundesobligationen having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (B) if (1) the “Page PXGE” (or such other display as may replace Page PXGE) is not published on such Business Day or (2) there is a manifest error in such “Page PXGE” (or such other display as may replace Page PXGE), the Kassekurs set on such Business Day by the Frankfurt Stock Exchange at (or at approximately) 11:00 a.m. Frankfurt time on such Business Day for actively traded Bundesobligationen having a maturity closest to the Remaining Average Life of such Called Principal as of such Settlement Date or (3) if such Kassekurs are not reported as of such time or the Kassekurs reports as of such time are not ascertainable, by reference to the arithmetic mean of the ask-side yields to maturity closest to the Remaining Average Life of such Called Principal as of such Settlement Date by three market makers selected by the Company with the consent of the holders of more than 50% in principal amount of the Non-Swapped Notes at the time outstanding (exclusive of any such Non-Swapped Notes then owned by the Company or any of its Affiliates). In the case of each determination under clause (A) or clause (B) of this definition, as the case may be, such implied ask-side yield will be determined, if necessary, by interpolating linearly between (x) the actively traded Bundesobligationen with the maturity closest to and greater than the Remaining Average Life and (y) the actively traded Bundesobligationen with the maturity closest to and less than the Remaining Average Life.

The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

“Remaining Average Life” means, with respect to any Called Principal of any Non-Swapped Note, the number of years obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years, computed on the basis of a 360‑day year composed of twelve 30‑day months and calculated to two decimal places, that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“Remaining Scheduled Payments” means, with respect to the Called Principal of any Non-Swapped Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or 12.1.

“Settlement Date” means, with respect to the Called Principal of any Non-Swapped Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or 8.10 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

(b)    Make-Whole Amount with respect to Swapped Notes.

The term “ Make-Whole Amount ” means, with respect to any Swapped Note, an amount equal to the excess, if any, of the Swapped Note Discounted Value with respect to the Swapped Note Called Notional Amount related to such Swapped Note over such Swapped Note Called Notional Amount, provided that the Make-Whole Amount may not in any event be less than zero. All payments of Make-Whole Amount in respect of any Swapped Note shall be made in U.S. Dollars. For the purposes of determining the Make-Whole Amount with respect to any Swapped Note, the following terms have the following meanings:

“ New Swap Agreement ” means any cross-currency swap agreement pursuant to which the holder of a Swapped Note is to receive payment in U.S. Dollars and which is entered into in full or partial replacement of an Original Swap Agreement as a result of such Original Swap Agreement having terminated for any reason other than a non-scheduled prepayment or a repayment of such Swapped Note prior to its scheduled maturity. The terms of a New Swap Agreement with respect to any Swapped Note do not have to be identical to those of the Original Swap Agreement with respect to such Swapped Note.

“ Original Swap Agreement ” means, with respect to any Swapped Note, (x) a cross-currency swap agreement and annexes and schedules thereto (an “ Initial Swap Agreement ” ) that is entered into on an arm's length basis by the original purchaser of such Swapped Note (or any affiliate thereof) in connection with the execution of this Agreement and the purchase of such Swapped Note and relates to the scheduled payments by the Company of interest and principal on such Swapped Note, under which the holder of such Swapped Note is to receive payments from the counterparty thereunder in U.S. Dollars and which is more particularly described on Schedule 8.6 hereto, (y) any Initial Swap Agreement that has been assumed (without any waiver, amendment, deletion or replacement of any material economic term or provision thereof) by a holder of a Swapped Note in connection with a transfer of such Swapped Note and (z) any Replacement Swap Agreement; and a “ Replacement Swap Agreement ” means, with respect to any Swapped Note, a cross-currency swap agreement and annexes and schedules thereto with payment terms and provisions (other than a reduction in notional amount, if applicable) identical to those of the Initial Swap Agreement with respect to such Swapped Note that is entered into on an arm's length basis by the holder of such Swapped Note in full or partial replacement (by amendment, modification or otherwise) of such Initial Swap Agreement (or any subsequent Replacement Swap Agreement) in a notional amount not exceeding the outstanding principal amount of such Swapped Note following a non-scheduled prepayment or a repayment of such Swapped Note prior to its scheduled maturity. Any holder of a Swapped Note that enters into, assumes or terminates an Initial Swap Agreement or Replacement Swap Agreement shall within a reasonable period of time thereafter deliver to the Company a copy of the confirmation, assumption or termination related thereto.

“ Swap Agreement ” means, with respect to any Swapped Note, an Original Swap Agreement or a New Swap Agreement, as the case may be.

“ Swapped Note ” means any Note that as of the date of the Closing is subject to a Swap Agreement. A “Swapped Note” shall no longer be deemed a “ Swapped Note ” at such time as the related Swap Agreement ceases to be in force in respect thereof.

“ Swapped Note Applicable Percentage ” and means 0.50% in the case of a computation of the Make-Whole Amount.

“ Swapped Note Called Notional Amount ” means, with respect to any Swapped Note Called Principal of any Swapped Note, the payment in U.S. Dollars due to the holder of such Swapped Note under the terms of the Swap Agreement to which such holder is a party, attributable to and in exchange for such Swapped Note Called Principal and assuming that such Swapped Note Called Principal is paid on its scheduled maturity date, provided that if such Swap Agreement is not an Initial Swap Agreement, then the “Swapped Note Called Notional Amount” in respect of such Swapped Note shall not exceed the amount in U.S. Dollars which would have been due to the holder of such Swapped Note under the terms of the Initial Swap Agreement to which such holder was a party (or if such holder was never party to an Initial Swap Agreement, then the last Initial Swap Agreement to which the most recent predecessor in interest to such holder as a holder of such Swapped Note was a party), attributable to and in exchange for such Swapped Note Called Principal and assuming that such Swapped Note Called Principal is paid on its scheduled maturity date.

“ Swapped Note Called Principal ” means, with respect to any Swapped Note, the principal of such Swapped Note that is to be prepaid pursuant to Section 8.2, 8.7, 8.8 or 8.10 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

“ Swapped Note Discounted Value ” means, with respect to the Swapped Note Called Notional Amount of any Swapped Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires, the amount obtained by discounting all Swapped Note Remaining Scheduled Swap Payments corresponding to the Swapped Note Called Notional Amount of such Swapped Note from their respective scheduled due dates to the Swapped Note Settlement Date with respect to such Swapped Note Called Notional Amount, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on such Swapped Note is payable) equal to the Swapped Note Reinvestment Yield with respect to such Swapped Note Called Notional Amount.

“ Swapped Note Reinvestment Yield ” means, with respect to the Swapped Note Called Notional Amount of any Swapped Note, the sum of (x) Swapped Note Applicable Percentage plus (y) the yield to maturity implied by (1) the yields reported, as of 10.00 A.M. (New York City time) on the second Business Day preceding the Swapped Note Settlement Date with respect to such Swapped Note Called Notional Amount, on the display designated as “Page

PX1” (or such other display as may replace Page PX1) on the Bloomberg Financial Markets for the most recently issued actively traded on the run U.S. Treasury securities having a maturity equal to the Swapped Note Remaining Average Life of such Swapped Note Called Notional Amount as of such Swapped Note Settlement Date, or (2) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported for the latest day for which such yields have been so reported as of the second Business Day preceding the Swapped Note Settlement Date with respect to such Swapped Note Called Notional Amount, in U.S. Federal Reserve Statistical Release H.15 (or any comparable successor publication) for applicable U.S. Treasury securities having a constant maturity equal to the Swapped Note Remaining Average Life of such Swapped Note Called Notional Amount as of such Swapped Note Settlement Date.

In the case of each determination under clause (1) or (2), as the case may be, of the preceding paragraph such implied yield will be determined, if necessary, by (A) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (B) interpolating linearly between (i) the applicable U.S. Treasury security with the maturity closest to and greater than the Swapped Note Remaining Average Life of such Swapped Note Called Notional Amount and (ii) the applicable U.S. Treasury security with the maturity closest to and less than such Swapped Note Remaining Average Life. The Swapped Note Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of such Swapped Note.

“ Swapped Note Remaining Average Life ” means, with respect to any Swapped Note Called Notional Amount, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (x) such Swapped Note Called Notional Amount into (y) the sum of the products obtained by multiplying (1) the principal component of each Swapped Note Remaining Scheduled Swap Payments with respect to such Swapped Note Called Notional Amount by (2) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Swapped Note Settlement Date with respect to such Swapped Note Called Notional Amount and the scheduled due date of such Swapped Note Remaining Scheduled Payments.

“Swapped Note Remaining Scheduled Swap Payments” means, with respect to the Swapped Note Called Notional Amount relating to any Swapped Note, the payments due to the holder of such Swapped Note in U.S. Dollars under the terms of the Swap Agreement to which such holder is a party which correspond to all payments of the Swapped Note Called Principal of such Swapped Note corresponding to such Swapped Note Called Notional Amount and interest on such Swapped Note Called Principal (other than that portion of the payment due under such Swap Agreement corresponding to the interest accrued on the Swapped Note Called Principal to the Swapped Note Settlement Date) that would be due after the Swapped Note Settlement Date in respect of such Swapped Note Called Notional Amount assuming that no payment of such Swapped Note Called Principal is made prior to its originally scheduled payment date, provided that if such Swapped Note Settlement Date is not a date on which an interest payment is due to be made under the terms of such

Swapped Note, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Swapped Note Settlement Date and required to be paid on such Swapped Note Settlement Date pursuant to Section 8.2 or Section 12.1.

“ Swapped Note Settlement Date ” means, with respect to the Swapped Note Called Notional Amount of any Swapped Note Called Principal of any Swapped Note, the date on which such Swapped Note Called Principal is to be prepaid pursuant to Section 8.2, 8.7, 8.8 or 8.10 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

Section 8.7.    Prepayment in Connection with a Change in Control .

(a)     Notice of Change in Control. The Parent Issuer will, within 15 Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to each holder of Notes. If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay Notes of each Series as described in subparagraph (b) of this Section 8.7 and shall be accompanied by the certificate described in subparagraph (e) of this Section 8.7.

(b)     Offer to Prepay Notes. The offer to prepay Notes contemplated by subparagraphs (a) and (b) of this Section 8.7 shall be an offer to prepay, in accordance with and subject to this Section 8.7, all, but not less than all, the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date” ). If such Proposed Prepayment Date is in connection with an offer contemplated by subparagraph (a) of this Section 8.7, such date shall be not less than 20 days and not more than 30 days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the 20th day after the date of such offer).

(c)     Rejection. A holder of Notes may accept or reject the offer to prepay made pursuant to this Section 8.7 by causing a notice of such acceptance or rejection to be delivered to the Company or Parent Issuer, as applicable, at least 5 Business Days prior to the Proposed Prepayment Date. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.7 shall be deemed to constitute a rejection of such offer by such holder.

(d)     Prepayment. Prepayment of the Notes to be prepaid pursuant to this Section 8.7 shall be at 100% of the principal amount of such Notes, together with interest on such Notes accrued to the date of prepayment but without any Make-Whole Amount or premium but plus the Net Loss (if any) with respect to a Swapped Note or less the Net Gain (if any) with respect to a Swapped Note. The prepayment shall be made on the Proposed Prepayment Date except as provided in subparagraph (f) of this Section 8.7.

(e)     Officer’s Certificate/Director’s Certificate. Each offer to prepay the Notes pursuant to this Section 8.7 shall be accompanied by a certificate, executed by a Senior Financial Officer of

the Parent Issuer and the Company and dated the date of such offer, specifying: (i) the Proposed Prepayment Date; (ii) that such offer is made pursuant to this Section 8.7; (iii) that the entire principal amount of each Note is offered to be prepaid; (iv) the interest that would be due on each Note is offered to be prepaid, accrued to the Proposed Prepayment Date; (v) that the conditions of this Section 8.7 have been fulfilled; and (vi) in reasonable detail, the nature and date or proposed date of the Change in Control.

(f)     “Change in Control” Defined. “Change in Control” means the occurrence of the following event or circumstance:

if any Person or Persons acting in concert, together with Affiliates thereof, shall become in the aggregate, directly or indirectly, the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% (by number of shares) of the issued and outstanding Voting Stock of the Parent Issuer.

Section 8.8.    Prepayment in Connection with Asset Sales. If the Company and the Parent Issuer are required, in accordance with Section 10.5, to offer to prepay the Notes of all Series using the proceeds of a sale of a substantial part of the assets of the Parent Issuer and its Subsidiaries, the Company and the Parent Issuer will give written notice thereof to each holder of a Note, which notice shall describe such sale in reasonable detail and (a) refer specifically to this Section 8.8, (b) specify the pro rata portion of each Note being so offered to be so prepaid (determined based on the unpaid principal amount of each Note in proportion to the aggregate unpaid principal of all Notes at the time outstanding), (c) specify a date not less than 30 days and not more than 60 days after the date of such notice (the “ Asset Sale Prepayment Date ”) and specify the Asset Sale Response Date (as defined below) and (d) offer to prepay on the Asset Sale Prepayment Date such pro rata portion of each Note, together with interest accrued thereon to the Asset Sale Prepayment Date. Each holder of a Note shall notify the Company or Parent Issuer, as applicable, of such holder’s acceptance or rejection of such offer by giving written notice thereof to the Company or the Parent Issuer, as applicable, on a date at least 10 days prior to the Asset Sale Prepayment Date (such date 10 days prior to the Asset Sale Prepayment Date being the “Asset Sale Response Date” ), and the Company and the Parent Issuer shall prepay on the Asset Sale Prepayment Date such pro rata portion of each Note held by the holders who have accepted such offer in accordance with this Section 8.8 at a price in respect of each Note held by such holder equal to 100% of the principal amount of such pro rata portion, together with interest accrued thereon to the Asset Sale Prepayment Date but without any Make-Whole Amount or premium but plus the Net Loss (if any) with respect to a Swapped Note or less the Net Gain (if any) with respect to a Swapped Note; provided , however, that the failure by a holder of any Note to respond to such offer in writing on or before the Asset Sale Response Date shall be deemed to be a rejection of such offer.

Section 8.9    Swap Breakage. If any Swapped Note is prepaid pursuant to Section 8.2, Section 8.7, Section 8.8 or Section 8.10 or has become or is declared to be immediately due and payable pursuant to Section 12.1, then (a) any resulting Net Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the Company or the Parent Issuer, as applicable, in U.S. Dollars upon any such prepayment or repayment of such Swapped Note and (b) any resulting

Net Gain in connection therewith shall be deducted (i) from the Make-Whole Amount, if any, or any principal or interest to be paid to the holder of such Swapped Note by the Company or Parent Issuer, as applicable, upon any such prepayment of such Swapped Note pursuant to Section 8.2, Section 8.7, Section 8.8 or Section 8.10 or (ii) from the Make-Whole Amount, if any, to be paid to the holder of such Swapped Note by the Company or the Parent Issuer, as applicable, upon any such repayment of such Swapped Note pursuant to Section 12.1, provided that, in either case, neither the Make-Whole Amount in respect of such Swapped Note may in any event be less than zero. Each holder of a Swapped Note shall be responsible for calculating its own Net Loss or Net Gain, as the case may be, and Swap Breakage Amount in U.S. Dollars upon the prepayment or repayment of all or any portion of such Swapped Note, and such calculations as reported to the Company or the Parent Issuer, as applicable, in reasonable detail shall be binding on the Company or the Parent Issuer, as applicable, absent demonstrable error.

As used in this Section 8.9 with respect to any Swapped Note that is prepaid or accelerated: “Net Loss” means the amount, if any, by which total of the Swapped Note Called Notional Amount and the Swapped Note Called Notional Accrued Interest Amount exceeds the sum of (x) the total of the Swapped Note Called Principal and the Swapped Note Called Accrued Interest Amount plus (or minus in the case of an amount paid) (y) the Swap Breakage Amount received (or paid) by the holder of such Swapped Note; and “ Net Gain ” means the amount, if any, by which the total of the Swapped Note Called Notional Amount and the Swapped Note Called Notional Accrued Interest Amount is exceeded by the sum of (x) the total of the Swapped Note Called Principal and the Swapped Note Called Accrued Interest Amount plus (or minus in the case of an amount paid) (y) the Swap Breakage Amount received (or paid) by such holder. For purposes of any determination of any “ Net Loss ” or “ Net Gain ,” the Swapped Note Called Principal and the Swapped Note Called Accrued Interest Amount shall be determined by the holder of the affected Swapped Note by converting Euros into U.S. Dollars at the current Euro/U.S. Dollar exchange rate, as determined as of 10:00 A.M. (New York City time) on the day such Swapped Note is prepaid or accelerated as indicated on the applicable screen of Bloomberg Financial Markets and any such calculation shall be reported to the Company or Parent Issuer, as applicable, in reasonable detail and shall be binding on the Company or Parent Issuer, as applicable, absent demonstrable error.

As used in this Section 8.9 with respect to the calculation of any Net Loss or Net Gain: “ Swapped Note Called Accrued Interest Amount ” means, with respect to the Swapped Note Called Principal of a Swapped Note that is to be prepaid or has become immediately due and payable, as the context requires, the accrued interest on such Swapped Note Called Principal to the Swapped Note Settlement Date; and “ Swapped Note Called Notional Accrued Interest Amount ” means, with respect to any Swapped Note Called Notional Amount, the payment due to the holder of the related Swapped Note under the terms of the Swap Agreement to which such holder is a party attributable to and in exchange for the Swapped Note Called Accrued Interest Amount.

As used in this Section 8.9, “ Swap Breakage Amount ” means, with respect to the Swap Agreement associated with any Swapped Note, in determining the Net Loss or Net Gain, the amount that would be received (in which case the Swap Breakage Amount shall be positive) or paid (in which case the Swap Breakage Amount shall be negative) by the holder of such Swapped Note as if such Swap Agreement had terminated due to the occurrence of an event of default or an early

termination under the ISDA 1992 Multi-Currency Cross Border Master Agreement or ISDA 2002 Master Agreement, as applicable (the “ ISDA Master Agreement ”); provided , however , that if such holder (or its predecessor in interest with respect to such Swapped Note) was, but is not at the time, a party to an Original Swap Agreement but is a party to a New Swap Agreement, then the Swap Breakage Amount shall mean the lesser of (x) the gain or loss (if any) which would have been received or incurred (by payment, through off-set or netting or otherwise) by the holder of such Swapped Note under the terms of the Original Swap Agreement (if any) in respect of such Swapped Note to which such holder (or any affiliate thereof) was a party (or if such holder was never a party to an Original Swap Agreement, then the last Original Swap Agreement to which the most recent predecessor in interest to such holder as a holder of a Swapped Note was a party) and which would have arisen as a result of the payment of the Swapped Note Called Principal on the Swapped Note Settlement Date and (y) the gain or loss (if any) actually received or incurred by the holder of such Swapped Note, in connection with the payment of such Swapped Note Called Principal on the Swapped Note Settlement Date, under the terms of the New Swap Agreement to which such holder (or any affiliate thereof) is a party. The holder of such Swapped Note will make all calculations related to the Swap Breakage Amount in good faith and in accordance with its customary practices for calculating such amounts under the ISDA Master Agreement pursuant to which such Swap Agreement shall have been entered into and assuming for the purpose of such calculation that there are no other transactions entered into pursuant to such ISDA Master Agreement (other than such Swap Agreement).

The Swap Breakage Amount shall be payable in U.S. Dollars.

Section 8.10.    Prepayment for Tax Reasons.

(a)      If at any time as a result of a Change in Tax Law (as defined below) the Company is or becomes obligated to make any Additional Payments (as defined below) in respect of any payment of interest on account of any of the Notes in an aggregate amount for all affected Notes equal to 5% or more of the aggregate amount of such interest payment on account of all of the Notes, the Company may give the holders of all affected Notes irrevocable written notice (each, a “Tax Prepayment Notice” ) of the prepayment of such affected Notes on a specified prepayment date (which shall be a Business Day not less than 30 days nor more than 60 days after the date of such notice) and the circumstances giving rise to the obligation of the Company to make any Additional Payments and the amount thereof and stating that all of the affected Notes shall be prepaid on the date of such prepayment at 100% of the principal amount so prepaid together with interest accrued thereon to the date of such prepayment but without any Make-Whole Amount or other premium but plus the Net Loss (if any) with respect to a Swapped Note or less the Net Gain (if any) with respect to a Swapped Note, except in the case of an affected Note if the holder of such Note shall, by written notice given to the Company no more than 20 days after receipt of the Tax Prepayment Notice, reject such prepayment of such Note (each, a “Rejection Notice” ). The form of Rejection Notice shall also accompany the Tax Prepayment Notice and shall state with respect to each Note covered thereby that execution and delivery thereof by the holder of such Note shall operate as a permanent waiver of such holder's right to receive the Additional Payments arising as a result of the circumstances described in the Tax Prepayment Notice in respect of all future payments of interest on such Note (but not of such holder's right to receive any Additional Payments that arise

out of circumstances not described in the Tax Prepayment Notice or which exceed the amount of the Additional Payment described in the Tax Prepayment Notice), which waiver shall be binding upon all subsequent transferees of such Note. The Tax Prepayment Notice having been given as aforesaid to each holder of the affected Notes, the principal amount of such Notes together with interest accrued thereon to the date of such prepayment shall become due and payable on such prepayment date, except in the case of Notes the holders of which shall timely give a Rejection Notice as aforesaid.

(b)      No prepayment of the Notes pursuant to this Section 8.10 shall affect the obligation of the Company to pay Additional Payments in respect of any payment made on or prior to the date of such prepayment. For purposes of this Section 8.10, any holder of more than one affected Note may act separately with respect to each affected Note so held (with the effect that a holder of more than one affected Note may accept such offer with respect to one or more affected Notes so held and reject such offer with respect to one or more other affected Notes so held).

(c)      The Company may not offer to prepay or prepay Notes pursuant to this Section 8.10 (i) if a Default or Event of Default then exists, (ii) until the Company shall have taken commercially reasonable steps to mitigate the requirement to make the related Additional Payments or (iii) if the obligation to make such Additional Payments directly results or resulted from actions taken by the Company or any Subsidiary (other than actions required to be taken under applicable law), and any Tax Prepayment Notice given pursuant to this Section 8.10 shall certify to the foregoing and describe such mitigation steps, if any.

(d)      For purposes of this Section 8.10: “Additional Payments” means additional amounts required to be paid to a holder of any Note pursuant to Section 13 by reason of a Change in Tax Law; and a “Change in Tax Law” means (individually or collectively with one or more prior changes) (i) an amendment to, or change in, any law, treaty, rule or regulation of The Netherlands after the date of the Closing, or an amendment to, or change in, an official interpretation or application of such law, treaty, rule or regulation after the date of the Closing, which amendment or change is in force and continuing and meets the opinion and certification requirements described below or (ii) in the case of any other jurisdiction that becomes a Taxing Jurisdiction after the date of the Closing, an amendment to, or change in, any law, treaty, rule or regulation of such jurisdiction, or an amendment to, or change in, an official interpretation or application of such law, treaty, rule or regulation, in any case after such jurisdiction shall have become a Taxing Jurisdiction, which amendment or change is in force and continuing and meets such opinion and certification requirements. No such amendment or change shall constitute a Change in Tax Law unless the same would in the opinion of the Company (which shall be evidenced by a Director’s Certificate of the Company and supported by a written opinion of counsel having recognized expertise in the field of taxation in the relevant Taxing Jurisdiction, both of which shall be delivered to all holders of the Notes prior to or concurrently with the Tax Prepayment Notice in respect of such Change in Tax Law) affect the deduction or require the withholding of any Tax imposed by such Taxing Jurisdiction on any payment payable on the Notes.

The Parent Issuer and, to the extent provided herein, the Company, covenants that so long as any of the Notes are outstanding:

Section 9.1    Compliance with Law . Without limiting Section 10.8, the Parent Issuer will, and will cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, ERISA, the USA Patriot Act and Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.2.    Insurance . The Parent Issuer will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms as are customary and in such amounts as are no less than customary, and including deductibles, co‑insurance and self-insurance as are customary, in each instance, in the case of entities of established reputations engaged in the same or a similar business and similarly situated.

Section 9.3.    Maintenance of Properties . The Parent Issuer will, and will cause each of its Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted in all material respects, provided that this Section shall not prevent the Parent Issuer or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Parent Issuer has concluded that such discontinuance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.4.    Payment of Taxes and Claims . The Parent Issuer will, and will cause each of its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Parent Issuer or any Subsidiary not permitted by Section 10.4, provided that neither the Parent Issuer nor any Subsidiary need pay any such tax, assessment, charge, levy, or claim if (i) the amount, applicability or validity thereof is contested by the Parent Issuer or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Parent Issuer or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Parent Issuer or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Section 9.5.    Corporate Existence, Etc . Subject to Section 10.6, the Parent Issuer will at all times preserve and keep in full force and effect its corporate existence. Subject to Sections 10.5 and 10.6, the Parent Issuer will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Parent Issuer or a Wholly Owned Subsidiary) and all rights and franchises of the Parent Issuer and its Subsidiaries unless, in the good faith judgment of the Parent Issuer, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Section 9.6.    Notes to Rank Pari Passu. The Series C Notes, the Series D Notes and all other obligations under this Agreement of the Company are and at all times shall remain direct and unsecured obligations of the Company (except to the extent such obligation becomes secured pursuant to the ratable Lien provision of Section 10.4) ranking (a)  pari passu as against the assets of the Company with all other Notes from time to time issued and outstanding hereunder without any preference among themselves and (b)  pari passu with all present and future unsecured Indebtedness (actual or contingent) of the Company which is not expressed to be subordinate or junior in rank to any other unsecured Indebtedness of the Company. The Series A Notes, the Series B Notes and all other obligations under this Agreement of the Parent Issuer are and at all times shall remain direct and unsecured obligations of the Parent Issuer (except to the extent such obligation becomes secured pursuant to the ratable Lien provision of Section 10.4) ranking pari passu with all Indebtedness of the Parent Issuer outstanding under the Bank Credit Agreement and all other present and future unsecured Indebtedness (actual or contingent) of the Parent Issuer which is not expressed to be subordinate or junior in rank to any other unsecured Indebtedness of the Parent Issuer.

Section 9.7.    Additional Subsidiary Guarantors . The Parent Issuer will cause any Subsidiary that guarantees or otherwise becomes liable at any time, whether as a guarantor, borrower, co-borrower or otherwise, for or in respect of any Indebtedness in respect of any Bank Credit Agreement, to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes (substantially concurrently with the incurrence of any such obligation pursuant to or in respect of such Bank Credit Agreement) the following items:

(a)    a joinder agreement in respect of the Subsidiary Guaranty substantially in the form of Exhibit A to the Subsidiary Guaranty;

(b)    a certificate signed by an authorized Responsible Officer of the Parent Issuer making representations and warranties to the effect of those contained in the Subsidiary Guaranty, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and

(c)    an opinion of counsel (who may be in-house counsel for the Parent Issuer) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person and enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance

and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

For purposes of Section 2.3(b) and this Section 9.7, the Company or any other Subsidiary of the Parent Issuer who is organized under the laws of any jurisdiction other than the United States of America (each, a “ Foreign Subsidiary ”) shall not be deemed to be a Person that is liable in respect of such Bank Credit Agreement if such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Bank Credit Agreement and the Parent Issuer, or any of the Parent Issuer’s Subsidiaries organized under the laws of the United States or any state thereof (each, a “ Domestic Subsidiary ”), is a “borrower”, “co-borrower” or an issuer of notes under such Bank Credit Agreement and (ii) is not obligated for, or does not otherwise guaranty, any other Person’s obligations under such Bank Credit Agreement.

Section 9.8.    Books and Records. The Parent Issuer will maintain proper books of record and account in all material respects in conformity with GAAP. The Parent Issuer will, and will cause each of its Subsidiaries to, maintain their books of record and account in material conformity with all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over the Parent Issuer or such Subsidiary, as the case may be.

Section 9.9.    Company to remain a Subsidiary. The Company shall at all times remain a Wholly-Owned Subsidiary of the Parent Issuer.

The Parent Issuer and, to the extent provided herein, the Company, covenants that so long as any of the Notes are outstanding:

Section 10.1.    Consolidated Leverage Ratio. The Parent Issuer will not at any time permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Parent Issuer to be greater than 3.25 to 1.00; provided, however, that if an Acquisition Event shall have occurred during such fiscal quarter (or during any four consecutive fiscal quarter period that includes such fiscal quarter), the Parent Issuer shall have the right, subject to compliance with the following sentence, to permit the Consolidated Leverage Ratio to exceed 3.25 to 1.00, so long as (a) it does not exceed 3.50 to 1.00 (the “Elevated Ratio” ) and (b) it does not exceed 3.25 to 1.00 for more than four (4) consecutive fiscal quarters. If the Parent Issuer should desire to apply the Elevated Ratio at the end of a particular fiscal quarter as contemplated by the preceding proviso, the Company or the Parent Issuer, as applicable, must (A) pay to each holder of a Note, as additional interest, the Interest Rate Adjustment for such Interest Rate Adjustment Period on the unpaid principal balance of such Note on the earlier to occur of (1) the 18th day of April or October next succeeding the Parent Issuer’s election to apply the Elevated Ratio or (2) the date the Notes have become due and payable as a result of their maturity or acceleration and (B) deliver to the holders of the Notes a written notice from a Senior Financial Officer of the Parent Issuer (1) complying with Section 7.2(a) hereof, (2) stating that the Parent Issuer is applying the Elevated Ratio for such fiscal quarter and (3) certifying that there has been an Acquisition Event during the first fiscal quarter in any such four fiscal quarter period.

Section 10.2.    Consolidated Interest Coverage Ratio. The Parent Issuer will not permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Parent Issuer to be less than 3.00 to 1.00.

Section 10.3.    Priority Indebtedness. The Parent Issuer will not, and will not permit any Subsidiary to, incur any Priority Indebtedness at any time unless at the time of the incurrence thereof and after giving effect thereto, the aggregate amount of all Priority Indebtedness would not exceed 20% of Consolidated Net Worth, determined as of the end of the then most recently ended fiscal quarter of the Parent Issuer.

Section 10.4.    Limitation on Liens . The Parent Issuer will not, and will not permit any of its Subsidiaries to, directly or indirectly create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any property or asset (including, without limitation, any document or instrument in respect of goods or accounts receivable) of the Parent Issuer or any such Subsidiary, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits (unless it makes, or causes to be made, effective provision whereby the Notes will be equally and ratably secured with any and all other obligations thereby secured, such security to be pursuant to an agreement reasonably satisfactory to the Required Holders (it being understood and agreed by all present parties hereto and subsequent holders of the Notes that the Required Holders are hereby authorized to execute and deliver any intercreditor, collateral agency or similar agreements and security documents in connection with the grant of a ratable Lien to secure the Notes in form and substance satisfactory to the Required Holders and that execution thereof by the Required Holders will bind all holders from time to time of the Notes) and, in any such case, the Notes shall have the benefit, to the fullest extent that, and with such priority as, the holders of the Notes may be entitled under applicable law, of an equitable Lien on such property), except:

(a)    Liens existing on the Closing Date and reflected on Schedule 10.4 hereof;

(b)    Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(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;

(d)    pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

(e)    deposits and other customary Liens to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(f)    easements, rights‑of‑way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(g)    Liens securing judgments for the payment of money not constituting an Event of Default hereunder or securing appeal or other surety bonds related to such judgments;

(h)    leases or subleases granted to others not interfering in any material respect with the business of the Parent Issuer or any of its Subsidiaries;

(i)    normal and customary rights of setoff (a) upon deposits of cash in favor of banks or other depository institutions or (b) contained in trade contracts entered into in the ordinary course of business;

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

(k)    Liens created pursuant to the general conditions of a bank operating in the Netherlands based on the general conditions drawn up by the Netherlands Bankers' Association ( Nederlandse Vereniging van Banken );

(l)    Liens of sellers of goods to the Parent Issuer and any of its Subsidiaries arising under Article 2 of the UCC or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;

(m)    Liens granted in favor of any Governmental Authority created pursuant to cost‑type contracts, progress‑billing contracts or advance‑pay contracts with such Governmental Authority to which the Parent Issuer or any of its Subsidiaries is a party in the materials and products of the Parent Issuer and its Subsidiaries subject to such contracts or, in the case of advance‑pay contracts only, any advance payments made thereunder to the Parent Issuer and its Subsidiaries by such Governmental Authority;

(n)    Liens securing Indebtedness of a Subsidiary to the Parent Issuer or to a Subsidiary;

(o)    Liens incurred after the Closing Date given to secure the payment of the purchase price incurred in connection with the acquisition, construction or improvement of property (other than accounts receivable or inventory) useful and intended to be used in

carrying on the business of the Parent Issuer or a Subsidiary, including Liens existing on such property at the time of acquisition or construction thereof or Liens incurred within 365 days of such acquisition or completion of such construction or improvement, provided that (i) the Lien shall attach solely to the property acquired, purchased, constructed or improved and the proceeds thereof and, if required by the terms of the instrument originally creating such Lien, other property (or improvement thereon) which is an improvement to or is acquired for specific use in connection with such acquired or constructed property (or improvement thereon); (ii) at the time of acquisition, construction or improvement of such property (or, in the case of any Lien incurred within three hundred sixty-five (365) days of such acquisition or completion of such construction or improvement, at the time of the incurrence of the Indebtedness secured by such Lien), the aggregate amount remaining unpaid on all Indebtedness secured by Liens on such property, whether or not assumed by the Parent Issuer or a Subsidiary, shall not exceed the lesser of (y) the cost of such acquisition, construction or improvement or (z) the Fair Market Value of such property (as determined in good faith by one or more officers of the Parent Issuer or Subsidiary to whom authority to enter into the transaction has been delegated by the board of directors of the Parent Issuer or the Subsidiary); and (iii) at the time of such incurrence and after giving effect thereto, no Default or Event of Default would exist;

(p)    any Lien existing on property of a Person immediately prior to its being consolidated with or merged into the Parent Issuer or a Subsidiary or its becoming a Subsidiary, or any Lien existing on any property acquired by the Parent Issuer or any Subsidiary at the time such property is so acquired (whether or not the Indebtedness secured thereby shall have been assumed), provided that (i) no such Lien shall have been created or assumed in contemplation of such consolidation or merger or such Person’s becoming a Subsidiary or such acquisition of property, (ii) each such Lien shall extend solely to the item or items of property or assets of the Person so acquired and, if required by the terms of the instrument originally creating such Lien, other property which is an improvement to or is acquired for specific use in connection with such acquired property, and (iii) at the time of such incurrence and after giving effect thereto, no Default or Event of Default would exist;

(q)    any extensions, renewals or replacements of any Lien permitted by the preceding subparagraphs (a), (n), (o) and (p) of this Section 10.4, provided that (i) no additional property shall be encumbered by such Liens, (ii) the unpaid principal amount of the Indebtedness or other obligations secured thereby shall not be increased on or after the date of any extension, renewal or replacement, and (iii) at such time and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing;

(r)    licenses or sublicenses granted to third parties so long as such licenses or sublicenses would not, individually or in the aggregate, have a Material Adverse Effect or otherwise interfere in any material respect with the business of the Parent Issuer or any of its Subsidiaries;

(s)    Liens on insurance proceeds and deposits arising in the ordinary course of business in connection with the financing of insurance premiums and so long as such Liens would not, individually or in the aggregate, have a Material Adverse Effect;

(t)    Liens in favor of a securities intermediary granted in the ordinary course of business on securities in a securities account;

(u)    Liens attaching solely to cash earnest money deposits in connection with any letter of intent or purchase agreement in connection with any Acquisition permitted hereby and so long as such Liens would not, individually or in the aggregate, have a Material Adverse Effect; and

(v)    Liens securing Indebtedness of the Parent Issuer or any Subsidiary, provided that the incurrence of any such Indebtedness shall be permitted by Section 10.3, and, provided further that, no such Liens may secure any obligations under any Bank Credit Agreement unless effective provision is made whereby the Notes will be equally and ratably secured with any and all other obligations thereby secured as described above and in form and substance reasonably satisfactory to the Required Holders.

Section 10.5.    Sales of Assets      . The Parent Issuer will not, and will not permit any Subsidiary to, sell, lease or otherwise dispose of any substantial part (as defined below) of the assets of the Parent Issuer and its Subsidiaries; provided, however, that the Parent Issuer or any Subsidiary may sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Parent Issuer and its Subsidiaries if such assets are sold in an arms length transaction and, at such time and immediately after giving effect thereto, no Default or Event of Default would exist (it being agreed that, for purposes of determining compliance with Sections 10.1 and 10.2, such transaction shall be treated on a pro forma basis for the relevant period as having been consummated as of the last day of the most recent fiscal quarter for which financial statements have been delivered and, for purposes of determining compliance with Section 10.3, that all Priority Debt will be deemed to have been incurred as of the last day of the most recent fiscal quarter for which financial statements have been delivered) and an amount equal to the net proceeds received from such sale, lease or other disposition (but in the case of clause (b) above, only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such sale, lease or disposition, in any combination:

(1)    to acquire productive assets used or useful in carrying on the business of the Parent Issuer and its Subsidiaries and having a value at least equal to the value of such assets sold, leased or otherwise disposed of; and/or

(2)    to prepay or retire Senior Indebtedness of the Parent Issuer and/or its Subsidiaries, provided that , the Company shall, in accordance with Section 8.8, offer to prepay each outstanding Note in a principal amount which equals the Ratable Portion for such Note.

As used in this Section 10.5, a sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Parent Issuer and its Subsidiaries, taken as a whole, if the book value of such assets, when added to the book value of all other assets sold, leased or otherwise disposed of by the Parent Issuer and its Subsidiaries, taken as a whole, during the period of 12 consecutive months ending on the date of such sale, lease or other disposition, exceeds 15% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (i) sale or disposition of assets in the ordinary course of business of the Parent Issuer and its Subsidiaries, (ii) any transfer of assets from the Parent Issuer to any Subsidiary or from any Subsidiary to the Parent Issuer or a Subsidiary and (iii) any sale or transfer of property acquired by the Parent Issuer or any Subsidiary after the date of this Agreement to any Person within 365 days following the acquisition or construction of such property by the Parent Issuer or any Subsidiary if the Parent Issuer or a Subsidiary shall concurrently with such sale or transfer, lease such property, as lessee.

Section 10.6.    Merger and Consolidation. The Parent Issuer will not, and will not permit the Company, any Subsidiary Guarantor or any of its Material Subsidiaries to, consolidate with or merge with any other Person or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that:

(1)    the Company, any Subsidiary Guarantor or Material Subsidiary of the Parent Issuer may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Parent Issuer or a Subsidiary so long as in any merger or consolidation involving the Parent Issuer, the Parent Issuer shall be the surviving or continuing corporation, (ii) the Company so long as in any merger or consolidation involving the Company (subject to clause (i) hereof), the Company shall be the surviving or continuing corporation or (iii) any other Person so long as the survivor is a Subsidiary after giving effect to such transaction, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.5;

(2)    the foregoing restriction does not apply to the consolidation or merger of the Parent Issuer with, or the conveyance, transfer or lease of substantially all of the assets of the Parent Issuer in a single transaction or series of transactions to, any Person so long as:

(a)    the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Parent Issuer as an entirety, as the case may be (the “Successor Corporation” ), shall be a solvent entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;

(b)    if the Parent Issuer is not the Successor Corporation, such Successor Corporation shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes (pursuant to such agreements and instruments as shall be reasonably satisfactory to the Required Holders), and the Successor

Corporation shall have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (or such other counsel as may be reasonably acceptable to the Required Holders), to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and (B) an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and effect; and

(c)    immediately after giving effect to such transaction no Default or Event of Default would exist (it being agreed that, for purposes of determining compliance with Sections 10.1 and 10.2, such transaction shall be treated on a pro forma basis for the relevant period as having been consummated as of the last day of the most recent fiscal quarter for which financial statements have been delivered and, for purposes of determining compliance with Section 10.3, that all Priority Debt will be deemed to have been incurred as of the last day of the most recent fiscal quarter for which financial statements have been delivered).

(3)    the foregoing restriction does not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of substantially all of the assets of the Company in a single transaction or series of transactions to, any Person so long as:

(a)    the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety, as the case may be (the “Successor Company” ), shall be a solvent entity organized and existing under the laws of a Permitted Jurisdiction;

(b)    if the Company is not the Successor Company, such Successor Corporation shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes (pursuant to such agreements and instruments as shall be reasonably satisfactory to the Required Holders), and the Successor Company shall have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (or such other counsel as may be reasonably acceptable to the Required Holders), to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and (B) an acknowledgment from (Y) the Parent Issuer that its obligations under this Agreement remain in full force and effect and (Z) each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and effect; and

(c)    immediately after giving effect to such transaction no Default or Event of Default would exist (it being agreed that, for purposes of determining compliance with Sections 10.1 and 10.2, such transaction shall be treated on a pro forma basis for the relevant period as having been consummated as of the last day of the most recent fiscal quarter for which financial statements have been delivered and, for purposes of determining compliance with Section 10.3, that all Priority Debt

will be deemed to have been incurred as of the last day of the most recent fiscal quarter for which financial statements have been delivered).

Section 10.7.    Transactions with Affiliates . The Parent Issuer will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Parent Issuer or another Subsidiary), except in the ordinary course and upon fair and reasonable terms that are not materially less favorable to the Parent Issuer or such Subsidiary, taken as a whole, than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Section 10.8.      Terrorism Sanctions Regulations . The Parent Issuer will not and will not permit any Controlled Entity (a) to become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or any Person that is the target of sanctions imposed by the United Nations or by the European Union, or (b) directly or indirectly to have any investment in or (i) engage in any dealing or transaction (including, without limitation, any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction would cause any holder to be in violation of any law or regulation applicable to such holder, or (ii) unless otherwise permitted by applicable law, knowingly engage in any dealing or transaction (including, without limitation, any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction is prohibited by or subject to sanctions under any U.S. Economic Sanctions, or (c) to (i) knowingly engage, nor shall any Affiliate of either knowingly engage, in any activity that could subject such Person to sanctions under CISADA or any similar law or regulation with respect to Iran or any other country that is subject to U.S. Economic Sanctions or (ii) engage, nor shall any Affiliate of either engage, in any activity that could subject any holder to sanctions under CISADA or any similar law or regulation with respect to Iran or any other country that is subject to U.S. Economic Sanctions.

An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

(a)    the Company or the Parent Issuer defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

(b)    the Company or the Parent Issuer defaults in the payment of any interest on any Note, any amount payable pursuant to Section 13 or any Net Loss or Swap Breakage Amount for more than five Business Days after the same becomes due and payable; or

(c)    the Parent Issuer defaults in the performance of or compliance with any term contained in Section 7.1(d) or Section 10; or

(d)    the Parent Issuer, the Company or any Subsidiary Guarantor defaults in the performance of or compliance with any term contained herein or in the Subsidiary Guaranty (other than those referred to in paragraphs (a), (b) and (c) of this Section 11) and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default or (ii) the Parent Issuer and the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(d)); or

(e)    any Subsidiary Guaranty ceases to be a legally valid, binding and enforceable obligation or contract of a Subsidiary Guarantor (other than upon a release of any Subsidiary Guarantor from a Subsidiary Guaranty in accordance with the terms of Section 2.2(b) hereof or upon the consolidation, merger or transfer of assets of such Subsidiary Guarantor in a transaction permitted by Section 10.5 or 10.6 hereof but subject to the terms of Section 2.2(b) hereof), or any Subsidiary Guarantor or any party by, through or on account of any such Person, challenges the validity, binding nature or enforceability of any such Subsidiary Guaranty; or

(f)    any representation or warranty made in writing by or on behalf of the Parent Issuer, the Company or Subsidiary Guarantor in this Agreement or any Subsidiary Guaranty or by any officer of the Parent Issuer, the Company or any Subsidiary Guarantor in any writing furnished in connection with the transactions contemplated hereby or by any Subsidiary Guaranty proves to have been false or incorrect in any material respect on the date as of which made; or

(g)    (i) the Parent Issuer or any Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Indebtedness that is outstanding in an aggregate principal amount of at least $50,000,000 beyond any period of grace provided with respect thereto, or (ii) the Parent Issuer or any Subsidiary is in default in the performance of or compliance with any term of any evidence of any Indebtedness in an aggregate outstanding principal amount of at least $50,000,000 or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has, after the giving of required notice, been declared, due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests), the Parent Issuer or any Subsidiary has become obligated to purchase or repay Indebtedness before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $50,000,000; or

(h)    the Parent Issuer, the Company, any Material Subsidiary or any Subsidiary Guarantor (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium

or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or

(i)    a court or Governmental Authority of competent jurisdiction enters an order appointing, without consent by the Parent Issuer, any of its Material Subsidiaries, the Company or any of the Subsidiary Guarantors, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Parent Issuer, any of its Material Subsidiaries, the Company or any of the Subsidiary Guarantors, or any such petition shall be filed against the Parent Issuer, any of its Material Subsidiaries, the Company or any of the Subsidiary Guarantors and such petition shall not be dismissed within 60 days; or

(j)    any event occurs with respect to the Company, the Parent Issuer, any of its Material Subsidiaries or any of the Subsidiary Guarantors which under the laws of any jurisdiction is analogous to any of the events described in Section 11(h) or (i), provided that the applicable grace period, if any, which shall apply shall be the one applicable to the relevant proceeding which most closely corresponds to the proceeding described in Section 11(h) or (i); or

(k)    a final judgment or judgments at any one time outstanding for the payment of money (a) aggregating in excess of $50,000,000, net of amounts covered by insurance, are rendered against one or more of the Parent Issuer, its Material Subsidiaries, the Company or any Subsidiary Guarantor or (b) aggregating in excess of $50,000,000, net of amounts covered by insurance, are rendered against one or more Subsidiaries which are not Material Subsidiaries, the Company or Subsidiary Guarantors and such judgments would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, which judgments, in either case, are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; or

(l)    if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under Section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under Section 4042 of ERISA to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Parent Issuer or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the aggregate “amount of unfunded benefit liabilities” (within the meaning of Section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV

of ERISA, shall exceed $150,000,000, (iv) the Parent Issuer or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or (v) the Parent Issuer or any ERISA Affiliate withdraws from any Multiemployer Plan; provided that any such event or events described in clauses (i) through (v) above, either individually or together with any other such event or events, would reasonably be expected to have a Material Adverse Effect.

As used in Section 11(l), the term “employee benefit plan” shall have the meaning assigned to such term in Section 3 of ERISA.

Section 12.1.    Acceleration . (a) If an Event of Default with respect to the Parent Issuer or the Company described in Section 11(h), (i) or (j) (other than an Event of Default described in clause (i) of Section 11(h) or described in clause (vi) of Section 11(h) by virtue of the fact that such clause encompasses clause (i) of Section 11(h)) has occurred, all the Notes of every Series then outstanding shall automatically become immediately due and payable.

(b)    If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in aggregate principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Parent Issuer and the Company, declare all the Notes then outstanding to be immediately due and payable.

(c)    If any Event of Default described in Section 11(a) or (b) has occurred and is continuing with respect to any Notes, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Parent Issuer and the Company, declare all the Notes held by such holder or holders to be immediately due and payable.

Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (i) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (ii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Section 12.2.    Other Remedies . If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed

to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

Section 12.3.    Rescission . At any time after the Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the holders of not less than 51% in aggregate principal amount of the Notes then outstanding, by written notice to the Parent Issuer and the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to any Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Section 12.4.    No Waivers or Election of Remedies, Expenses, Etc . No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and disbursements.

SECTION 13. TAX INDEMNIFICATION; FATCA INFORMATION .

(a)      All payments whatsoever under this Agreement and the Notes will be made by the Company and the Parent Issuer in Euros free and clear of, and without liability for withholding or deduction for or on account of, any present or future Taxes of whatever nature imposed or levied by or on behalf of any applicable jurisdiction (or any political subdivision or taxing authority of or in such jurisdiction) (hereinafter a “ Taxing Jurisdiction ”), unless the withholding or deduction of such Tax is compelled by law.

(b)      If any deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time be required in respect of any amounts to be paid by the Parent Issuer or the Company under this Agreement or the Notes, the Parent Issuer or the Company, as applicable, will pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before

penalties attach thereto or interest accrues thereon and pay to each holder of a Note such additional amounts as may be necessary in order that the net amounts paid to such holder pursuant to the terms of this Agreement or the Notes after such deduction, withholding or payment (including any required deduction or withholding of Tax on or with respect to such additional amount), shall be not less than the amounts then due and payable to such holder under the terms of this Agreement or the Notes before the assessment of such Tax, provided that no payment of any additional amounts shall be required to be made for or on account of:

(i)      any Tax that would not have been imposed but for the existence of any present or former connection between such holder (or a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation or any Person other than the holder to whom the Notes or any amount payable thereon is attributable for the purposes of such Tax) and the Taxing Jurisdiction, other than the mere holding of the relevant Note or the receipt of payments thereunder or in respect thereof or the exercise of remedies in respect thereof, including such holder (or such other Person described in the above parenthetical) being or having been a citizen or resident thereof, or being or having been present or engaged in trade or business therein or having or having had an establishment, office, fixed base or branch therein, provided that this exclusion shall not apply with respect to a Tax that would not have been imposed but for the Parent Issuer or the Company, after the date of the Closing, opening an office in, moving an office to, reincorporating in, or changing the Taxing Jurisdiction from or through which payments on account of this Agreement or the Notes are made to, the Taxing Jurisdiction imposing the relevant Tax;

(ii)      any Tax that would not have been imposed but for the delay or failure by such holder (following a written request by the Company) in the filing with the relevant Taxing Jurisdiction of Forms (as defined below) that are required to be filed by such holder to avoid or reduce such Taxes (including for such purpose any refilings or renewals of filings that may from time to time be required by the relevant Taxing Jurisdiction), provided that the filing of such Forms would not (in such holder’s reasonable judgment) impose any unreasonable burden (in time, resources or otherwise) on such holder or result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person and such delay or failure could have been lawfully avoided by such holder, and provided further that such holder shall be deemed to have satisfied the requirements of this clause (b)(ii) upon the good faith completion and submission of such Forms (including refilings or renewals of filings) as may be specified in a written request of the Company no later than 60 days after receipt by such holder of such written request (accompanied by copies of such Forms and related instructions, if any, all in the English language or with an English translation thereof); or

(iii)      any combination of clauses (i) and (ii) above;

provided further that in no event shall the Company be obligated to pay such additional amounts to any holder of a Note (i) not resident in the United States of America or any other jurisdiction in which an original Purchaser is resident for tax purposes on the date of the Closing in excess of the

amounts that the Company would be obligated to pay if such holder had been a resident of the United States of America or such other jurisdiction, as applicable, for purposes of, and eligible for the benefits of, any double taxation treaty from time to time in effect between the United States of America or such other jurisdiction and the relevant Taxing Jurisdiction or (ii) registered in the name of a nominee if under the law of the relevant Taxing Jurisdiction (or the current regulatory interpretation of such law) securities held in the name of a nominee do not qualify for an exemption from the relevant Tax and the Company shall have given timely notice of such law or interpretation to such holder.

(c)      By acceptance of any Note, the holder of such Note agrees, subject to the limitations of clause (b)(ii) above, that it will from time to time with reasonable promptness (x) duly complete and deliver to or as reasonably directed by the Company or the Parent Issuer, as applicable, all such forms, certificates, documents and returns provided to such holder by the Company or the Parent Issuer, as applicable (collectively, together with instructions for completing the same, “Forms” ) required to be filed by or on behalf of such holder in order to avoid or reduce any such Tax pursuant to the provisions of an applicable statute, regulation or administrative practice of the relevant Taxing Jurisdiction or of a tax treaty between the United States and such Taxing Jurisdiction and (y) provide the Company or the Parent Issuer, as applicable, with such information with respect to such holder as the Company may reasonably request in order to complete any such Forms, provided that nothing in this Section 13 shall require any holder to provide information with respect to any such Form or otherwise if in the opinion of such holder such Form or disclosure of information would involve the disclosure of tax return or other information that is confidential or proprietary to such holder, and provided further that each such holder shall be deemed to have complied with its obligation under this paragraph with respect to any Form if such Form shall have been duly completed and delivered by such holder to the Company or mailed to the appropriate taxing authority, whichever is applicable, within 60 days following a written request of the Company (which request shall be accompanied by copies of such Form and English translations of any such Form not in the English language) and, in the case of a transfer of any Note, at least 90 days prior to the relevant interest payment date.

(d)      On or before the date of the Closing the Company or the Parent Issuer, as applicable, will furnish each Purchaser with copies of the appropriate Form (and English translation if required as aforesaid) currently required to be filed in The Netherlands pursuant to Section 13(b)(ii), if any, and in connection with the transfer of any Note the Company will furnish the transferee of such Note with copies of any Form and English translation then required.

(e)      If any payment is made by the Company or the Parent Issuer, as applicable, to or for the account of the holder of any Note after deduction for or on account of any Taxes, and increased payments are made by the Company or the Parent Issuer pursuant to this Section 13, then, if such holder at its sole discretion determines that it has received or been granted a refund of such Taxes, such holder shall, to the extent that it can do so without prejudice to the retention of the amount of such refund, reimburse to the Company or the Parent Issuer, as applicable, such amount as such holder shall, in its sole discretion, determine to be attributable to the relevant Taxes or deduction or withholding. Nothing herein contained shall interfere with the right of the holder of any Note to arrange its tax affairs in whatever manner it thinks fit and, in particular, no holder of any Note shall be under any obligation to claim relief from its corporate profits or similar tax liability in

respect of such Tax in priority to any other claims, reliefs, credits or deductions available to it or (other than as set forth in Section 13(b)(ii)) oblige any holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof.

(f)      The Company or the Parent Issuer, as applicable, will furnish the holders of Notes, promptly and in any event within 60 days after the date of any payment by the Company or the Parent Issuer, as applicable, of any Tax in respect of any amounts paid under this Agreement or the Notes, the original tax receipt issued by the relevant taxation or other authorities involved for all amounts paid as aforesaid (or if such original tax receipt is not available or must legally be kept in the possession of the Company or the Parent Issuer, as applicable, a duly certified copy of the original tax receipt or any other reasonably satisfactory evidence of payment), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of a Note.

(g)      If the Company or the Parent Issuer is required by any applicable law, as modified by the practice of the taxation or other authority of any relevant Taxing Jurisdiction, to make any deduction or withholding of any Tax in respect of which the Company or the Parent Issuer would be required to pay any additional amount under this Section 13, but for any reason does not make such deduction or withholding with the result that a liability in respect of such Tax is assessed directly against the holder of any Note, and such holder pays such liability, then the Company or the Parent Issuer will promptly reimburse such holder for such payment (including any related interest or penalties to the extent such interest or penalties arise by virtue of a default or delay by the Company or the Parent Issuer) upon demand by such holder accompanied by an official receipt (or a duly certified copy thereof) issued by the taxation or other authority of the relevant Taxing Jurisdiction. Nothwithstanding anything to the contrary contained herein, neither the Company nor the Parent Guarantor shall be required to make any payments to any holder of any Note pursuant to this Section 13(g) relating to any Taxes paid by a holder more than 180 days prior to such holder’s request for any additional payment or compensation pursuant to this Section 13(g).

(h)      If the Company or the Parent Issuer makes payment to or for the account of any holder of a Note and such holder is entitled to a refund of the Tax to which such payment is attributable upon the making of a filing (other than a Form described above), then such holder shall, as soon as practicable after receiving written request from the Company or the Parent Issuer (which shall specify in reasonable detail and supply the refund forms to be filed) use reasonable efforts to complete and deliver such refund forms to or as directed by the Company or the Parent Issuer, subject, however, to the same limitations with respect to Forms as are set forth above.

(i)      The obligations of the Company and the Parent Issuer under this Section 13 shall survive the payment or transfer of any Note and the provisions of this Section 13 shall also apply to successive transferees of the Notes.

(j)      By acceptance of any Note, the holder of such Note agrees that such holder will with reasonable promptness duly complete and deliver to the Company, the Parent Issuer, or to such other Person as may be reasonably requested by the Company or the Parent Issuer, from time to time (i) in the case of any such holder that is a United States Person, such holder’s United States tax identification number or other Forms reasonably requested by the Company or the Parent Issuer

necessary to establish such holder’s status as a United States Person under FATCA and as may otherwise be necessary for the Company or the Parent Issuer to comply with its obligations under FATCA and (ii) in the case of any such holder that is not a United States Person, such documentation prescribed by applicable law (including as prescribed by section 1471(b)(3)(C)(i) of the Code) and such additional documentation as may be necessary for the Company to comply with its obligations under FATCA and to determine that such holder has complied with such holder’s obligations under FATCA or to determine the amount (if any) to deduct and withhold from any such payment made to such holder. Nothing in this Section 13(j) shall require any holder to provide information that is confidential or proprietary to such holder unless the Company or the Parent Issuer is required to obtain such information under FATCA and, in such event, the Company and the Parent Issuer shall treat any such information it receives as confidential.

Section 14.1.    Registration of Note s. The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

Section 14.2.    Transfer and Exchange of Notes . (a) Upon surrender of any Note to the Parent Issuer or the Company, as applicable, at the address and to the attention of the designated officer (all as specified in Section 19(iii) or 19(iv), as applicable), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Parent Issuer or the Company, as applicable, shall execute and deliver, at the Parent Issuer’s or the Company’s expense, as applicable (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1(a), Exhibit 1(b), Exhibit 1(c) or Exhibit 1(d), as applicable. Each such new Note shall be dated and bear interest (including, without limitation, any additional interest in the form of the Interest Rate Adjustment for any applicable Interest Rate Adjustment Period) from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than €250,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than €250,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its

nominee), shall be deemed to have made as of the date of transfer the representations set forth in Section 6, including Section 6.3, provided , that in lieu of such representation in Section 6.3, such holder may (in reliance upon information provided by the Parent Issuer and the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by any holder of any Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA.

(b)    The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

(c)    Without limiting the foregoing, each Purchaser and each subsequent holder of any Note severally agrees that it will not, directly or indirectly, resell any Notes purchased by it to a Person which, to such Purchaser’s knowledge, is a Competitor (it being understood that such Purchaser shall advise any broker or intermediary acting on its behalf that such resale to a Competitor is limited hereby). The Company shall not be required to recognize any sale or other transfer of a Note to a Competitor and no such transfer shall confer any rights hereunder upon such transferee.

Section 14.3.    Replacement of Notes . Upon receipt by the Parent Issuer or the Company, as applicable, at the address and to the attention of the designated officer (all as specified in Section 19(iii) or (iv), as applicable) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

(a)    in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it ( provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $50,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b)    in the case of mutilation, upon surrender and cancellation thereof,

the Parent Issuer or the Company, as applicable, at its own expense shall execute and deliver not more than five Business Days following satisfaction of such conditions, in lieu thereof, a new Note of the same Series, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

Section 15.1.    Place of Payment . Subject to Section 15.2, payments of principal, Make‑Whole Amount and interest becoming due and payable on the Notes shall be made in New York, New York at the principal office of Bank of America, N.A. in such jurisdiction. The Company

or the Parent Issuer, as applicable, may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Parent Issuer or the Company, as applicable, in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

Section 15.2.    Home Office Payment . So long as any Purchaser or such Purchaser’s nominee shall be the holder of any Note, and notwithstanding anything contained in Section 15.1 or in such Note to the contrary, the Company or the Parent Issuer, as applicable, will pay all sums becoming due on such Note for principal, Make-Whole Amount and interest by the method and at the address specified for such purpose for such Purchaser on Schedule A hereto or by such other method or at such other address as such Purchaser shall have from time to time specified to the Company or the Parent Issuer, as applicable, in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company or the Parent Issuer, as applicable, made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company or the Parent Issuer, as applicable, at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 15.1. Prior to any sale or other disposition of any Note held by any Purchaser or such Purchaser’s nominee, such Person will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company or the Parent Issuer, as applicable, in exchange for a new Note or Notes pursuant to Section 14.2. The Company or the Parent Issuer, as applicable, will afford the benefits of this Section 15.2 to any Institutional Investor that is the direct or indirect transferee of any Note.

Section 16.1.    Transaction Expenses . Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent Issuer, the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $5,000. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders authorized by the

Company in connection with the purchase of the Notes (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Section 16.2.    Certain Taxes .The Company agrees to pay all stamp, documentary or similar taxes or fees which may be payable in respect of the execution and delivery or the enforcement of this Agreement or any Subsidiary Guaranty or the execution and delivery (but not the transfer) or the enforcement of any of the Notes in the United States of America or The Netherlands or of any amendment of, or waiver or consent under or with respect to, this Agreement or of any of the Notes or any Subsidiary Guaranty, and to pay any value added tax due and payable in respect of reimbursement of costs and expenses by the Company pursuant to this Section 16, and will save each holder of a Note to the extent permitted by applicable law harmless against any loss or liability resulting from nonpayment or delay in payment of any such tax or fee required to be paid by the Company hereunder.

Section 16.3.    Survival     . The obligations of the Company under this Section 16 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the Notes, and the termination of this Agreement.

All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note and may be relied upon by any subsequent holder of any such Note, regardless of any investigation made at any time by or on behalf of any Purchaser or any other holder of any such Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Parent Issuer or the Company, as applicable, pursuant to this Agreement shall be deemed representations and warranties of the Parent Issuer or the Company, as applicable, under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers, the Company and the Parent Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

Section 18.1.    Requirements . This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Parent Issuer, the Company and the Required Holders, except that (i) no amendment or waiver of any of the provisions of (A) Section 1, 2, 3, 4, 5, 6 or 22 hereof, or any defined term (as it is used in any such Section), and (B) Section 10.1, 10.2 or 10.3 hereof, will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such

change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (3) amend any of Sections 8, 11(a), 11(b), 12, 18 or 21.

Section 18.2.    Solicitation of Holders of Notes     .

(a)     Solicitation. The Company and the Parent Issuer will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes. The Company and the Parent Issuer will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 18 to each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

(b)     Payment. Neither the Company nor the Parent Issuer will directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes of any waiver or amendment of any of the terms and provisions hereof or of the Subsidiary Guaranty unless such remuneration is concurrently paid, or security is concurrently granted or other credit support is concurrently provided, on the same terms, ratably to each holder of Notes then outstanding even if such holder did not consent to such waiver or amendment.

(c)     Consent in Contemplation of Transfer . Any consent made pursuant to this Section 18 by a holder of Notes that has transferred or has agreed to transfer its Notes to the Company, the Parent Issuer, any Subsidiary or any Affiliate of the Parent Issuer and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Section 18.3.    Binding Effect, Etc . Any amendment or waiver consented to as provided in this Section 18 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company and the Parent Issuer without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Parent Issuer, the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

Section 18.4.    Notes Held by Parent Issuer, Etc. Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company, the Parent Issuer or any of its Affiliates shall be deemed not to be outstanding.

All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), (b) by a recognized overnight delivery service (with charges prepaid) or (c) with respect to any Electronic Delivery provided hereunder, by legible telecopy or electronic mail. Any such notice must be sent:

(i)    if to any Purchaser or its nominee, to such Purchaser or its nominee at the address or, in the case of clause (c) above, the electronic mail address or telecopy number specified for such communications in Schedule A to this Agreement, or at such other address, electronic mail address or telecopy number as such Purchaser or nominee shall have specified to the Parent Issuer or the Company in writing pursuant to this Section 19;

(ii)    if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Parent Issuer or the Company in writing pursuant to this Section 19;

(iii)    if to the Parent Issuer, to the Parent Issuer at its address set forth at the beginning hereof to the attention of General Counsel, or at such other address as the Parent Issuer shall have specified to the holder of each Note in writing; or

(iv)    if to the Company, to the Company at its address set forth at the beginning hereof to the attention of General Counsel with a copy to the Parent Issuer at the address set forth in clause (iii), or at such other address as the Company or the Parent Issuer, as applicable, shall have specified to the holder of each Note in writing.

Notices under clauses (a) and (b) of this Section 19 will be deemed given only when actually received and notices under clause (c) will be deemed given when sent unless the sender receives an “out of office” or “undeliverable” message in response to an attempted electronic mail delivery.

This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by

such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced. The Parent Issuer agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 20 shall not prohibit the Parent Issuer, the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

For the purposes of this Section 21, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company, the Parent Issuer or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, the Parent Issuer or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure and not obtained from a source known by such Purchaser to be subject to a confidentiality or fiduciary obligation or to have been obtained through unlawful means, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than (i) through disclosure by the Company, the Parent Issuer or any Subsidiary or (ii) from a source known by such Purchaser to be subject to a confidentiality or fiduciary obligation or to have obtained through unlawful means or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) such Purchaser’s Affiliates and its and their respective directors, trustees, officers, employees, agents, and attorneys (to the extent such disclosure reasonably relates to the administration of the investment represented by such Purchaser’s Notes and the Person to whom such information is disclosed is directed to hold such information confidential in accordance with the terms of this Section 21), (ii) such Purchaser’s financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 21, (iii) any other holder of any Note, (iv) any Institutional Investor to which such Purchaser sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 21), (v) any Person from which such Purchaser offers to purchase any security of the Company or the Parent Issuer (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 21), (vi) any Federal or state regulatory authority having jurisdiction over such Purchaser to the extent required by such authority, (vii) the NAIC or the SVO or, in each case any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or

(viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, but only to the extent so required, (x) in response to any subpoena or other legal process, but only after reasonable notice to the Parent Issuer and the Company to permit the Parent Issuer or the Company, as applicable, to obtain a protective order (unless such subpoena or process prohibits such notice) and then only to the extent required by such subpoena or process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes, the Subsidiary Guaranty and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 21 as though it were a party to this Agreement. On reasonable request by the Company or the Parent Issuer in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company and the Parent Issuer embodying the provisions of this Section 21.

In the event that as a condition to receiving access to information relating to the Company, the Parent Issuer or any Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 21, this Section 21 shall not be amended thereby and, as between such Purchaser or such holder and the Company and the Parent Issuer, this Section 21 shall supersede any such other confidentiality undertaking.

Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 22), shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Notes then held by such Affiliate, upon receipt by the Parent Issuer of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 22), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

Section 23.1 .     Note Purchase Agreement Guaranty . The Parent Issuer hereby absolutely and unconditionally guaranties to the holders from time to time of the Notes: (a) the full and prompt

payment of the principal of, Make-Whole Amount, if any, and interest on the Notes from time to time outstanding and of all other amounts under this Agreement, as and when such payments shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount, if any, or interest at the rate set forth in the Notes and interest accruing at the then applicable rate provided in the Notes after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Parent Issuer or the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) in Federal or other immediately available funds of the United States of America which at the time of payment or demand therefor shall be legal tender for the payment of public and private debts, (b) the full and prompt performance and observance by the Parent Issuer and the Company of each and all of the obligations, covenants and agreements required to be performed or owed by the Parent Issuer, the Company, the Subsidiary Guarantors or any of their respective Subsidiaries under the terms of the Notes and this Agreement and (c) the full and prompt payment, upon demand by any holder, of all out-of-pocket costs and expenses, legal or otherwise (including reasonable attorneys’ fees), if any, as shall have been expended or incurred in the protection or enforcement of any rights, privileges or liabilities in favor of the holders under or in respect of the Notes or this Agreement or in any consultation or action in connection therewith or herewith and in each and every case irrespective of the validity, regularity, or enforcement of any of the Notes or this Agreement or any of the terms hereof or thereof or any other like circumstance or circumstances (collectively, the “Guaranteed Obligations” ).

Section 23.2.    Obligations Absolute and Unconditional . The obligations of the Parent Issuer under this Agreement shall be absolute and unconditional and shall remain in full force and effect until the entire principal, interest and Make‑Whole Amount or Swap Breakage Amount (if any) on the Notes and all other sums due pursuant to Section 23.1 shall have been paid and such obligations shall not be affected, modified or impaired upon the happening from time to time of any event, including, without limitation, any of the following, whether or not with notice to or the consent of the Parent Issuer to the fullest extent permitted by applicable law:

(a)    the power or authority or the lack of power or authority of the Company to issue the Notes or to execute and deliver this Agreement or the other Operative Documents, and irrespective of the validity of the Notes, this Agreement or any other Operative Document or of any defense whatsoever (other than indefeasible payment in full in Euros on the Notes) that the Company may or might have to the payment of the Notes (principal, interest, Make-Whole Amount and Swap Breakage Amount, if any to the fullest extent permitted by applicable law) or to the performance or observance of any of the provisions or conditions of this Agreement, or the existence or continuance of the Company as a legal entity;

(b)    any failure to present the Notes for payment or to demand payment thereof, or to give the Parent Issuer or the Company notice of dishonor for non-payment of the Notes, when and as the same may become due and payable, or notice of any failure on the part of the Company to do any act or thing or to perform or to keep any covenant or agreement by it to be done, kept or performed under the terms of the Notes or this Agreement;

(c)    the acceptance of any security or any guaranty, the advance of additional money to the Company, any extension of the obligation of the Notes, either indefinitely or for any period of time, or any other modification in the obligation of the Notes, of this Agreement or of the Parent Issuer or the Company therein, or in connection therewith, or any sale, release, substitution or exchange of any security;

(d)    any act or failure to act with regard to the Notes or this Agreement or anything which might vary the risk of the Parent Issuer;

(e)    any action taken under this Agreement in the exercise of any right or power thereby conferred or any failure or omission on the part of any holder of any Notes to first enforce any right or security given under this Agreement or any failure or omission on the part of any holder of any of the Notes to first enforce any right against the Company;

(f)    the waiver, compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of the Company contained in this Agreement or the payment, performance or observance thereof (other than indefeasible payment in full in Euros);

(g)    the failure to give notice to the Parent Issuer or the Company of the occurrence of any Default or Event of Default under the terms and provisions of this Agreement or any other Operative Document (other than any such notice that is expressly required by this Agreement or any other Operative Document);

(h)    the extension of the time for payment of any principal of, or interest (or Make‑Whole Amount or Swap Breakage Amount, if any), on any Note owing or payable on such Note or of the time of or for performance of any obligations, covenants or agreements under or arising out of this Agreement or the extension or the renewal of any thereof;

(i)    the modification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in this Agreement or the Notes;

(j)    any failure, omission, delay or lack on the part of the holders of the Notes to enforce, assert or exercise any right, power or remedy conferred on the holders of the Notes in this Agreement or the Notes or any other act or acts on the part of the holders from time to time of the Notes;

(k)    the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedures affecting the Parent Issuer and the Company or any of the assets of any of them, or any allegation or contest of the validity of this Agreement or the disaffirmance of this Agreement or any other Operative Document in any such proceeding (it being understood that the obligations of the Parent Issuer under this Agreement shall

continue to be effective or be reinstated, as the case may be, if at any time any payment made with respect to the Notes is rescinded or must otherwise be restored or returned by any holder of the Notes upon the insolvency, bankruptcy or reorganization of the Company, the Parent Issuer or a Subsidiary Guarantor, all as though such payment had not been made);

(l)    any event or action that would, in the absence of this clause, result in the release or discharge by operation of law of the Parent Issuer from the performance or observance of any obligation, covenant or agreement contained in this Agreement;

(m)    the invalidity or unenforceability of the Notes or this Agreement;

(n)    the invalidity or unenforceability of the obligations of the Parent Issuer under this Agreement, the absence of any action to enforce such obligations of the Parent Issuer, any waiver or consent by the Parent Issuer with respect to any of the provisions hereof or any other circumstances which might otherwise constitute a discharge or defense by the Parent Issuer, including, without limitation, any failure or delay in the enforcement of the obligations of the Parent Issuer with respect to this Agreement or of notice thereof; or any suit or other action brought by any shareholder or creditor of, or by, the Parent Issuer or any other Person, for any reason, including, without limitation, any suit or action in any way attacking or involving any issue, matter or thing in respect of this Agreement or the Notes or any other agreement;

(o)    the default or failure of the Parent Issuer or the Company fully to perform any of its covenants or obligations set forth in this Agreement;

(p)    the impossibility or illegality of performance on the part of the Company or any other Person of its obligations under the Notes, this Agreement or any other instruments;

(q)    in respect of the Company or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Company or any other Person and whether or not of the kind hereinbefore specified;

(r)    any attachment, claim, demand, charge, Lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under this Agreement so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided;

(s)    the failure of the Parent Issuer to receive any benefit or consideration from or as a result of its execution, delivery and performance of this Agreement;

(t)    any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Parent Issuer or the Company in respect of the obligations of the Parent Issuer or the Company under this Agreement;

(u)    any default, failure or delay, willful or otherwise, in the performance by the Company or any other Person of any obligations of any kind or character whatsoever of the Company or any other Person (including, without limitation, the obligations and undertakings of the Company or any other Person under the Notes or this Agreement); or

(v)    any order, judgment, decree, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under the Notes or this Agreement or any instrument relating thereto;

provided that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this paragraph that the obligations of the Parent Issuer hereunder shall be absolute and unconditional and shall not be discharged, impaired or varied except by the payment to the holders thereof of the principal of, Make‑Whole Amount, or Swap Breakage Amount (if any) and interest on the Notes, and of all other sums due and owing to the holders of the Notes pursuant to this Agreement, and then only to the extent of such payments. Without limiting any of the other terms or provisions hereof, it is understood and agreed that in order to hold the Parent Issuer liable hereunder, there shall be no obligation on the part of any holder of any Notes to resort, in any manner or form, for payment, to the Company or to any other Person or to the properties or estates of any of the foregoing. Subject to Section 14 of this Agreement, all rights of the holder of any Notes pursuant thereto or to this Agreement may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Notes, whether with or without the consent of or notice to the Parent Issuer or the Company. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be had hereunder as and when, from time to time, the Company shall default under the terms of the Notes or this Agreement and that notwithstanding recovery hereunder for or in respect of any given default or defaults by the Company under the Notes, this Agreement or any other Operative Document shall remain in full force and effect and shall apply to each and every subsequent default.

Section 23.3.    Subrogation . To the extent of any payments made under this Agreement, the Parent Issuer shall be subrogated to the rights of the holder of the Notes receiving such payments, but the Parent Issuer covenants and agrees that such right of subrogation shall be subordinate in right of payment to the rights of any holders of the Notes for which full payment has not been made or provided for and, to that end, the Parent Issuer agrees not to claim or enforce any such right of

subrogation or any right of set-off or any other right which may arise on account of any payment made by such Person in accordance with the provisions of this Agreement, including, without limitation, any right of reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any holder of the Notes against the Parent Issuer or the Company, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Parent Issuer or the Company or any Subsidiary Guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until 366 days after all of the Notes owned by Persons other than the Parent Issuer or any of its Affiliates and all other sums due or payable under this Agreement have been fully paid and discharged or payment therefor has been provided. If any amount shall be paid to the Parent Issuer in violation of the preceding sentence at any time prior to the indefeasible cash payment in full in Euros of the Notes and all other amounts payable under this Agreement, such amounts shall be held in trust for the benefit of the holders of the Notes and shall forthwith be paid to the holders of the Notes to be credited and applied to the amounts due or to become due with respect to the Notes and all other amounts payable under this Agreement, whether matured or unmatured.

Section 23.4.    Preference . The Parent Issuer agrees that to the extent the Company or any other Person makes any payment on the Notes, which payment or any part thereof is subsequently invalidated, voided, declared to be fraudulent or preferential, set aside, recovered, rescinded or is required to be retained by or repaid to a trustee, liquidator, receiver or any other Person under any bankruptcy code, common law or equitable cause, then and to the extent of such payment, the obligation or the part thereof intended to be satisfied shall be revived and continued in full force and effect with respect to the Parent Issuer’s obligations hereunder, as if said payment had not been made. The liability of the Parent Issuer hereunder shall not be reduced or discharged, in whole or in part, by any payment to any holder of the Notes from any source that is thereafter paid, returned or refunded in whole or in part by reason of the assertion of a claim of any kind relating thereto, including, but not limited to, any claim for breach of contract, breach of warranty, preference, illegality, invalidity or fraud asserted by any account debtor or by any other Person.

Section 23.5.    Marshalling . None of the holders of the Notes shall be under any obligation (a) to marshal any assets in favor of the Parent Issuer or in payment of any or all of the liabilities of the Company under or in respect of the Notes or the obligation of the Notes hereunder or (b) to pursue any other remedy that the Parent Issuer may or may not be able to pursue itself and that may lessen the Parent Issuer’s burden or any right to which the Parent Issuer hereby expressly waives.

Section 24.1.    Successors and Assigns     . All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not.

Section 24.2.    Payments Due on Non-Business Days . Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting the requirement in Section 8.4 that the notice of any optional prepayment specify a Business Day as the date fixed for such prepayment), any payment of principal of or Make-Whole Amount or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if the maturity date of any Note is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.

Section 24.3.    Accounting Terms . All accounting terms used herein that are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with Agreement Accounting Principles and (ii) all consolidated financial statements shall be prepared in accordance with GAAP. For purposes of determining compliance with the financial covenants set out in this Agreement, any election by the Parent Issuer to measure an item of Indebtedness using fair value (as permitted by Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards No. 159) or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) shall be disregarded and such determination shall be made by valuing indebtedness at 100% of the outstanding principal amount (except to the extent that such Indebtedness was issued at a discount or premium in which case the value of such indebtedness shall be valued at the 100% of the outstanding principal amount less any unamortized discount or plus any unamortized premium, as the case may be).

Section 24.4.    Severability . Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 24.5.    Construction . Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

For the avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall be deemed to be a part hereof.

Section 24.6.    Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each

counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

Section 24.7.    Governing Law . This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

Section 24.8.    Jurisdiction and Process; Waiver of Jury Trial     . (a) The Parent Issuer and the Company irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Parent Issuer and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b)    Each of the Parent Issuer and the Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 24.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.    

(c)    Each of the Parent Issuer and the Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 24.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 19 or at such other address of which such holder shall then have been notified pursuant to said Section, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to Parent Issuer, as its agent for the purpose of accepting service of any process in the United States of America. Each of the Parent Issuer and the Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(d)    Nothing in this Section 24.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Parent Issuer or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(e)    THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

(f)    The Company hereby irrevocably appoints the Parent Issuer to receive for it, and on its behalf, service of process in the United States. The Parent Issuer hereby irrevocably accepts such appointment for the period from the Closing Date to the first anniversary of the maturity of the Series D Notes (and the payment in full of all fees in respect thereof).

Section 24.9.    Obligations to Make Payment in Euros . Any payment on account of an amount that is payable hereunder or under the Notes in Euros which is made to or for the account of any holder of Notes in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of the Company or the Parent Issuer, shall constitute a discharge of the obligation of the Company and the Parent Issuer under this Agreement or the Notes only to the extent of the amount of Euros which such holder could purchase in the foreign exchange markets in London, England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the payment first referred to above. If the amount of Euros that could be so purchased is less than the amount of Euros originally due to such holder, each of the Company and the Parent Issuer agrees to the fullest extent permitted by law, to indemnify and save harmless such holder from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained in this Agreement and the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such holder from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under the Notes or under any judgment or order. As used herein the term “ London Banking Day ” shall mean any day other than Saturday or Sunday or a day on which commercial banks are required or authorized by law to be closed in London, England.

* * * * *

The execution hereof by the Purchasers shall constitute a contract among the Parent Issuer, the Company and the Purchasers for the uses and purposes hereinabove set forth.

Very truly yours,

TELEDYNE TECHNOLOGIES INCORPORATED

By         /s/ Susan L. Main        

Name:     Susan L. Main        

Title:     Senior Vice President and    

Chief Financial Officer    

TELEDYNE NETHERLANDS B.V.

By         /s/ Stephen F. Blackwood    

Name: Stephen F. Blackwood    

Title:     Authorized Person        

Accepted as of the date first written above.

Accepted as of the date first written above.

VOYA INSURANCE AND ANNUITY COMPANY

VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY

RELIASTAR LIFE INSURANCE COMPANY

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

By: Voya Investment Management LLC, as Agent

Name:    Joshua A. Winchester

Title:    Vice President

Accepted as of the date first written above.

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

Manager

By:     /s/ Kimberly Stephancic    

Name:    Kimberly Stephancic

Title:    Director

Accepted as of the date first written above.

NEW YORK LIFE INSURANCE COMPANY

By:     /s/ Kimberly Stephancic        

Name:    Kimberly Stephancic

Title:    Corporate Vice President

Accepted as of the date first written above.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By: Barings LLC as Investment Adviser

    

Accepted as of the date first written above.

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

Accepted as of the date first written above.

NATIONWIDE LIFE INSURANCE COMPANY

Accepted as of the date first written above.

UNITED OF OMAHA LIFE INSURANCE COMPANY

    

Please contact our Treasury & Investment Operations Department to securely obtain wire transfer instructions for The Northwestern Mutual Life Insurance Company .

E-mail: payments@northwesternmutual.com

Phone: (414) 665-1679

The Northwestern Mutual Life Insurance Company

720 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Investment Operations

E-mail: payments@northwesternmutual.com

Phone: (414) 665-1679

All other communications shall be delivered or mailed to:

The Northwestern Mutual Life Insurance Company

720 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Securities Department

E-mail: privateinvest@northwesternmutual.com

(3)    Name of nominee in which Notes are to be issued: None.

(4)    Taxpayer I.D. Number: 39-0509570

(5)     Physical Delivery Instructions :

The Northwestern Mutual Life Insurance Company

720 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Myja Raghuvanshi

 

(1)    All payments on account of Notes held by such purchaser should be made by wire

transfer of immediately available funds for credit to:

The Bank of New York Mellon SA NV

SWIFT: IRVTBEBBXXX

Account No: 2161019780

Account Name: Voya Retirement Insurance and Annuity Company

Reference: [insert CUSIP]

Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.

(2)    Address for all notices relating to payments:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Operations/Settlements

Email: VoyaIMCashOperations@Voya.com

Address for all other communications and notices:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Private Placements

Fax: (770) 690-5342

Email: Private.Placements@Voya.com

(3)    Name of nominee in which Notes are to be issued: None.

(4)    Taxpayer I.D. Number: 71-0294708

transfer of immediately available funds for credit to:

The Bank of New York Mellon SA NV

SWIFT: IRVTBEBBXXX

Account No: 1363739780

Account Name: Voya Insurance and Annuity Company

Reference: [insert CUSIP]

 

Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Operations/Settlements

Email: VoyaIMCashOperations@Voya.com

Address for all other communications and notices:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Private Placements

Fax: (770) 690-5342

Email: Private.Placements@Voya.com

(3)    Name of nominee in which Notes are to be issued: None.

(4)    Taxpayer I.D. Number: 41-0991508

(1)    All payments on account of Notes held by such purchaser should be made by wire

transfer of immediately available funds for credit to:

The Bank of New York Mellon SA NV

SWIFT: IRVTBEBBXXX

Account No: 1870359780

Account Name: Reliastar Life Insurance Company

Reference: [insert CUSIP]

Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.

(2)    Address for all notices relating to payments:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Operations/Settlements

Email: VoyaIMCashOperations@Voya.com

Address for all other communications and notices:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Private Placements

Fax: (770) 690-5342

Email: Private.Placements@Voya.com

(3)    Name of nominee in which Notes are to be issued: None.

(4)    Taxpayer I.D. Number: 41-0451140

(1)    All payments on account of Notes held by such purchaser should be made by wire

transfer of immediately available funds for credit to:

The Bank of New York Mellon SA NV

SWIFT: IRVTBEBBXXX

Account No: 1870389780

Account Name: Reliastar Life Insurance Company of New York

Reference: [insert CUSIP]

Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Operations/Settlements

Email: VoyaIMCashOperations@Voya.com

Address for all other communications and notices:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Private Placements

Fax: (770) 690-5342     

Email: Private.Placements@Voya.com

(3)    Name of nominee in which Notes are to be issued: None.

(4)    Taxpayer I.D. Number: 53-0242530

[see attached]

[see attached]

(1)     Payments in Euros

All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds, (identifying each payment as Teledyne Netherlands B.V., 1.09% Senior Notes, Series D, due April 18, 2024 interest and principal), to:

Account Name: Massachusetts Mutual Life Insurance Company

Account #:     11872591

Description of security, cusip, principal and interest split

With advice of payment to the Treasury Operations Liquidity Management Department at Massachusetts Mutual Life Insurance Company at mmincometeam@massmutual.com or (413) 226-4295 (facsimile).

Send Communications and Notices to

Massachusetts Mutual Life Insurance Company

c/o Barings LLC

1500 Main Street – Suite 2200

PO Box 15189

Springfield, MA 01115-5189

Electronic Delivery of Financials and other information to:

Massachusetts Mutual Life Insurance Company

c/o Barings LLC

1500 Main Street – Suite 2200

PO Box 15189

Springfield, MA 01115-5189

With notification to:

privateplacements@barings.com

Ben.Jones@barings.com

Send Notices on Payments to

Massachusetts Mutual Life Insurance Company

Treasury Operations Liquidity Management

1295 State Street

Springfield, MA 01111

Attn: Janelle Tarantino

With a copy to:

Massachusetts Mutual Life Insurance Company

c/o Barings LLC

1500 Main Street – Suite 2200

(3)    Name of nominee in which Notes are to be issued: None.

(4)    Taxpayer I.D. Number: 04-1590850

(5)     Physical Delivery Instructions :

Steven J. Katz, Counsel

Barings LLC

1500 Main Street, Suite 2800

Springfield, MA 01115-5189

Telephone: 413-226-1059

Facsimile: 413-226-2059

E-mail: Steve.Katz@Barings.com

JPMorgan Chase Bank, N.A.

ABA # 021-000-021

Account Number: 900-9-000200

Account Name: Teachers Insurance and Annuity Association of America

For Further Credit to the Account Number: G07040

Reference: Teledyne Netherlands B.V., 1.09% Senior Notes, Series D, PPN: N8502# AB3

Maturity Date: April 18, 2024/Interest Rate: 1.09%/P&I Breakdown

(2)     Payment Notices

All notices with respect to payments and prepayments of the Notes shall be sent to:

Teachers Insurance and Annuity Association of America

730 Third Avenue

New York, New York 10017

Attention: Securities Accounting Division

Phone: (212) 916-5504

Facsimile: (212) 916-4699

With a copy to:

JPMorgan Chase Bank, N.A.

P.O. Box 35308

Newark, New Jersey 07101

Contemporaneous written confirmation of any electronic funds transfer shall be sent to the above addresses setting forth (1) the full name, private placement number, interest rate and maturity date of the Notes, (2) allocation of payment between principal, interest, Make-Whole Amount, other premium or any special payment and (3) the name and address of the bank from which such electronic funds transfer was sent.

Notices and Communications

All notices and communications, including notices with respect to payments and prepayments, shall be delivered or mailed to:

Teachers Insurance and Annuity Association of America

8500 Andrew Carnegie Blvd

Charlotte, NC 28262

Attention: Global Private Markets

Telephone:    (704) 988-4349 (Name: Ho Young-Lee)

(212) 916-4000 (General Number)

Facsimile:    (704) 988-4916

(3)    Name of nominee in which Notes are to be issued: None.

(4)    Taxpayer I.D. Number: 13-1624203

(5)     Physical Delivery Instructions :

[see attached]

(1)    All principal and interest payments on the Notes shall be made by wire transfer of

immediately available funds to:

EURO

JPMorgan Chase, Frankfurt

For account: JPMorgan Chase London

BIC Code: CHASGB2L (please submit a MT103 Direct Message)

Ref Account # 7786