ECOLAB INC. (Form: 10-Q, Received: 05/04/2023 16:11:06)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2023
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File No. 1-9328

ECOLAB INC.

(Exact name of registrant as specified in its charter)


Delaware		41-0231510
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1 Ecolab Place, St. Paul, Minnesota 55102

(Address of principal executive offices)(Zip Code)

1-800-232-6522

(Registrant’s telephone number, including area code)

(Not applicable)

(Former name, former address and former fiscal year,

if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, $1.00 par value

2.625% Euro Notes due 2025

1.000% Euro Notes due 2024

ECL

ECL 25

ECL 24

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ⌧		Accelerated filer ◻
Non-accelerated filer ◻		Smaller reporting company ☐
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

The number of shares of each of the registrant’s classes of Common Stock outstanding as of March 31, 2023: 284,720,960 shares, par value $1.00 per share.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)



	First Quarter Ended
	March 31
(millions, except per share amounts)	2023		2022

Product and equipment sales		$2,876.3		$2,624.1
Service and lease sales		695.3		642.6
Net sales		3,571.6		3,266.7
Product and equipment cost of sales		1,798.3		1,695.6
Service and lease cost of sales		406.9		377.8
Cost of sales (including special charges (a))		2,205.2		2,073.4
Selling, general and administrative expenses		990.3		914.7
Special (gains) and charges		24.5		24.1
Operating income		351.6		254.5
Other (income) expense		(13.1)		(18.8)
Interest expense, net		74.2		53.0
Income before income taxes		290.5		220.3
Provision for income taxes		52.4		45.6
Net income including noncontrolling interest		238.1		174.7
Net income attributable to noncontrolling interest		4.7		2.8
Net income attributable to Ecolab		$233.4		$171.9

Earnings attributable to Ecolab per common share
Basic		$0.82		$0.60
Diluted		$0.82		$0.60

Weighted-average common shares outstanding
Basic		284.6		286.2
Diluted		285.9		288.1

(a)	Cost of sales includes special (gains) and charges of $3.2 and $52.9 in the first quarter of 2023 and 2022, respectively, which is recorded in product and equipment cost of sales and service and lease cost of sales.

The accompanying notes are an integral part of the consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)


	First Quarter Ended
	March 31
(millions)	2023		2022

Net income including noncontrolling interest		$238.1		$174.7

Other comprehensive income (loss), net of tax

Foreign currency translation adjustments
Foreign currency translation		11.1		42.2
(Loss) gain on net investment hedges		(16.7)		18.9
Total foreign currency translation adjustments		(5.6)		61.1

Derivatives and hedging instruments		(4.7)		(4.6)

Pension and postretirement benefits		0.2		13.7

Subtotal		(10.1)		70.2

Total comprehensive income, including noncontrolling interest		228.0		244.9
Comprehensive income attributable to noncontrolling interest		5.2		1.8
Comprehensive income attributable to Ecolab		$222.8		$243.1

The accompanying notes are an integral part of the consolidated financial statements.

CONSOLIDATED BALANCE SHEETS

(unaudited)



	March 31		December 31
(millions, except per share amounts)	2023		2022

ASSETS
Current assets
Cash and cash equivalents		$419.4		$598.6
Accounts receivable, net		2,667.8		2,698.1
Inventories		1,727.3		1,792.8
Other current assets		458.3		404.7
Total current assets		5,272.8		5,494.2
Property, plant and equipment, net		3,312.7		3,293.4
Goodwill		8,062.2		8,012.7
Other intangible assets, net		3,616.8		3,680.7
Operating lease assets		430.6		448.2
Other assets		556.4		535.1
Total assets		$21,251.5		$21,464.3

LIABILITIES AND EQUITY
Current liabilities
Short-term debt		$1,118.1		$505.1
Accounts payable		1,469.9		1,728.2
Compensation and benefits		450.2		493.6
Income taxes		171.6		197.6
Other current liabilities		1,279.8		1,285.9
Total current liabilities		4,489.6		4,210.4
Long-term debt		7,521.7		8,075.3
Pension and postretirement benefits		665.5		670.3
Deferred income taxes		496.1		505.6
Operating lease liabilities		323.4		337.8
Other liabilities		390.2		406.3
Total liabilities		13,886.5		14,205.7
Commitments and contingencies (Note 16)

Equity (a)
Common stock		365.0		364.7
Additional paid-in capital		6,626.5		6,580.2
Retained earnings		9,401.3		9,318.8
Accumulated other comprehensive loss		(1,737.2)		(1,726.6)
Treasury stock		(7,311.4)		(7,301.0)
Total Ecolab shareholders’ equity		7,344.2		7,236.1
Noncontrolling interest		20.8		22.5
Total equity		7,365.0		7,258.6
Total liabilities and equity		$21,251.5		$21,464.3

(a)	Common stock, 800.0 shares authorized, $1.00 par value per share, 284.7 shares outstanding as of March 31, 2023 and 284.5 shares outstanding as of December 31, 2022. Shares outstanding are net of treasury stock.

The accompanying notes are an integral part of the consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	First Quarter Ended
	March 31
(millions)	2023		2022

OPERATING ACTIVITIES
Net income including noncontrolling interest		$238.1		$174.7
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation		158.7		155.2
Amortization		75.6		79.5
Deferred income taxes		(18.0)		(15.7)
Share-based compensation expense		31.4		28.2
Pension and postretirement plan contributions		(14.6)		(17.3)
Pension and postretirement plan (income) expense, net		2.6		(0.8)
Restructuring charges, net of cash paid		(27.3)		(9.0)
Other, net		2.3		-
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable		41.0		(29.6)
Inventories		70.6		(94.8)
Other assets		3.5		(127.2)
Accounts payable		(268.5)		25.5
Other liabilities		(97.2)		1.4
Cash provided by operating activities		198.2		170.1

INVESTING ACTIVITIES
Capital expenditures		(173.7)		(148.7)
Property and other assets sold		4.8		0.3
Other, net		(20.5)		19.2
Cash used for investing activities		(189.4)		(129.2)

FINANCING ACTIVITIES
Net issuances of commercial paper and notes payable		5.5		82.1
Reacquired shares		(10.6)		(262.1)
Dividends paid		(157.7)		(154.0)
Exercise of employee stock options		15.5		9.2
Hedge settlements		(18.4)		-
Other, net		(0.7)		19.5
Cash used for financing activities		(166.4)		(305.3)

Effect of exchange rate changes on cash and cash equivalents		(21.6)		3.9

Decrease in cash and cash equivalents		(179.2)		(260.5)
Cash and cash equivalents, beginning of period		598.6		359.9
Cash and cash equivalents, end of period		$419.4		$99.4

The accompanying notes are an integral part of the consolidated financial statements.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited)


	First Quarter Ended March 31, 2023 and 2022
(millions, except per share amounts)	Common Stock		Additional Paid-in Capital		Retained Earnings		OCI (Loss)		Treasury Stock		Ecolab Shareholders' Equity		Non-Controlling Interest		Total Equity
Balance, December 31, 2021		$364.1		$6,464.6		$8,814.5		($1,634.8)		($6,784.2)		$7,224.2		$28.9		$7,253.1

Net income						171.9						171.9		2.8		174.7
Other comprehensive income (loss)								71.2				71.2		(1.0)		70.2
Cash dividends declared (a)						(146.0)						(146.0)		(7.8)		(153.8)
Fair value adjustment of prior acquisition												-		0.6		0.6
Stock options and awards		0.4		36.9						0.1		37.4				37.4
Reacquired shares										(277.1)		(277.1)				(277.1)
Balance, March 31, 2022		$364.5		$6,501.5		$8,840.4		($1,563.6)		($7,061.2)		$7,081.6		$23.5		$7,105.1

Balance, December 31, 2022		$364.7		$6,580.2		$9,318.8		($1,726.6)		($7,301.0)		$7,236.1		$22.5		$7,258.6

Net income						233.4						233.4		4.7		238.1
Other comprehensive income (loss)								(10.6)				(10.6)		0.5		(10.1)
Cash dividends declared (a)						(150.9)						(150.9)		(6.9)		(157.8)
Stock options and awards		0.3		46.3						0.2		46.8				46.8
Reacquired shares										(10.6)		(10.6)				(10.6)
Balance, March 31, 2023		$365.0		$6,626.5		$9,401.3		($1,737.2)		($7,311.4)		$7,344.2		$20.8		$7,365.0

(a)	Dividends declared per common share were $0.53 and $0.51 in the first quarter of 2023 and 2022, respectively.

The accompanying notes are an integral part of the consolidated financial statements.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. CONSOLIDATED FINANCIAL INFORMATION

The unaudited consolidated financial information for the first quarter ended March 31, 2023 and 2022 reflects, in the opinion of management, all adjustments necessary for a fair statement of the financial position, results of operations, comprehensive income, equity and cash flows of Ecolab Inc. ("Ecolab" or "the Company") for the interim periods presented. Any adjustments consist of normal recurring items.

The financial results for any interim period are not necessarily indicative of results for the full year. The consolidated balance sheet data as of December 31, 2022 was derived from the audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The unaudited consolidated financial information should be read in conjunction with the consolidated financial statements and notes thereto incorporated in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (“SEC”) on February 24, 2023.

With respect to the unaudited financial information of the Company for the first quarter ended March 31, 2023 and 2022 included in this Form 10-Q, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. Their separate report dated May 4, 2023 appearing herein states that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933, as amended (the "Act"), for their report on the unaudited financial information because that report is not a "report" or a "part" of a registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act.

2. SPECIAL (GAINS) AND CHARGES

Special (gains) and charges reported on the Consolidated Statements of Income include the following:


	First Quarter Ended
	March 31
(millions)	2023		2022
Cost of sales
Restructuring activities		$3.2		$2.6
Acquisition and integration activities		-		27.6
Russia/Ukraine		-		6.4
Other		-		16.3
Cost of sales subtotal		3.2		52.9

Special (gains) and charges
Restructuring activities		12.6		0.8
Acquisition and integration activities		5.0		7.5
Russia/Ukraine		0.3		11.6
Other		6.6		4.2
Special (gains) and charges subtotal		24.5		24.1

Total special (gains) and charges		$27.7		$77.0

For segment reporting purposes, special (gains) and charges are not allocated to reportable segments, which is consistent with the Company’s internal management reporting.

Restructuring activities

Restructuring activities are primarily related to the Combined Program, Institutional Advancement Program, Accelerate 2020 and other immaterial restructuring programs which are described below. These activities have been included as a component of cost of sales and special (gains) and charges on the Consolidated Statements of Income. Restructuring liabilities have been classified as a component of other current and other noncurrent liabilities on the Consolidated Balance Sheets.

Combined Program

In November 2022 the Company approved a Europe cost savings program. In connection with these actions, the Company expected to incur pre-tax charges of $130 million ($110 million after tax). In February 2023, the Company expanded its previously announced Europe cost savings program to focus on its Institutional and Healthcare businesses in other regions. In connection with the expanded program (“Combined Program”), the Company now expects to incur total pre-tax charges of $195 million ($150 million after tax). The Company expects that these restructuring charges will be completed by 2024. Program actions include headcount reductions from terminations, not

filling certain open positions, and facility closures. The Combined Program charges are expected to be primarily cash expenditures related to severance and asset disposals.

In anticipation of this Combined Program, a limited number of actions were taken in the fourth quarter of 2022. As a result, the Company reclassified $19.3 million ($14.5 million after tax) from other restructuring to the Combined Program in the first quarter of 2023.

During the first quarter of 2023 the Company recorded total restructuring charges of $13.4 million ($10.2 million after tax) primarily related to severance. The net liability related to the Combined Program was $56.3 million and $62.0 million as of March 31, 2023 and December 31, 2022, respectively. The remaining liability is expected to be paid over a period of a few months to several quarters and will continue to be funded from operating activities.

Restructuring activity related to the Combined Program since inception of the underlying actions includes the following items:

Employee

Asset

(millions)

Costs

Disposals

Total

2022 Activity

Recorded expense and accrual

$67.2

Net cash payments

(5.2)

Net restructuring liability, December 31, 2022

62.0

2023 Activity

Recorded expense and accrual

11.4

2.0

13.4

Net cash payments

(36.4)

Non-cash charges

(2.0)

Reclassification

19.3

Net restructuring liability, March 31, 2023

$56.3

Institutional Advancement Program

The Company approved a restructuring plan in 2020 focused on the Institutional business (“the Institutional Plan”) which is intended to enhance the Company’s Institutional sales and service structure and allow the sales team to capture share and penetration while maximizing service effectiveness by leveraging the Company’s ongoing investments in digital technology. In February 2021, the Company expanded the Institutional Plan, and expect that these restructuring charges will be completed by 2023, with total anticipated costs of $70 million ($55 million after tax). The remaining costs are expected to be primarily non-cash costs related to equipment disposals. Actual costs may vary from these estimates depending on actions taken.

During the first quarter of 2023 and 2022, the Company recorded restructuring charges of $2.4 million ($1.8 million after tax) and $1.4 million ($1.0 million after tax), respectively, primarily related to disposals of equipment. The Company has recorded $56.5 million ($43.2 million after tax) of cumulative restructuring charges under the Institutional Plan. Net cash payments were $2.4 million and non-cash net charges were $1.7 million for the first quarter of 2023. The liability related to the Institutional Plan was $0.2 million and $1.9 million as of March 31, 2023 and December 31, 2022.

Accelerate 2020

During 2018, the Company formally commenced a restructuring plan Accelerate 2020 (“the A2020 Plan”), to leverage technology and system investments and organizational changes. The goals of the Plan were to further simplify and automate processes and tasks, reduce complexity and management layers, consolidate facilities and focus on key long-term growth areas by further leveraging technology and structural improvements. The restructuring activities were completed at the end of 2022, with total costs of $254.4 million ($198.4 million after tax).

Net cash payments were $4.1 million for the first quarter of 2023. The liability related to the Plan was $14.0 million and $18.1 million as of the March 31, 2023 and December 31, 2022, respectively. The remaining liability is expected to be paid over a period of several quarters and will continue to be funded from operating activities.

Other Restructuring Activities

During the first quarter of 2022, the Company recorded restructuring charges of $1.7 million ($1.3 million after tax) related to other immaterial restructuring activity.

The restructuring liability balance for all other restructuring plans excluding Combined Program, the A2020 Plan and the Institutional Plan were $3.7 million and $23.2 million as of March 31, 2023 and December 31, 2022, respectively. The decrease in liability was driven primarily by the reclass of $19.3 million from other restructuring to the Combined Program in the first quarter of 2023. Cash payments during the first quarter of 2023 related to all other restructuring plans excluding the Combined Program, the A2020 Plan and the Institutional Plan were $0.2 million.

Acquisition and integration related costs

Acquisition and integration related costs reported in product and equipment cost of sales on the Consolidated Statements of Income in the first quarter of 2022 include $27.6 million ($21.4 million after tax) related primarily to the recognition of fair value step-up in the Purolite Corporation (“Purolite”) inventory.

Acquisition and integration related costs reported in special (gains) and charges on the Consolidated Statements of Income include $5.0 million ($3.7 million after tax) and $7.5 million ($5.5 million after tax) during the first quarter of 2023 and 2022, respectively. Charges are integration related costs primarily related to the Purolite acquisition.

Further information related to the Company’s acquisitions is included in Note 3.

Russia/Ukraine

In light of Russia’s invasion of Ukraine and the sanctions against Russia by the United States and other countries, the Company has made the determination that it will limit its Russian business to operations that are essential to life, providing minimal support for its healthcare, life sciences, food and beverage and certain water businesses. The Company recorded charges of $0.3 million ($0.3 million after tax) and $18.0 million ($19.0 million after tax) in the first quarter of 2023 and 2022, respectively, primarily related to recoverability risk of certain assets in both Russia and Ukraine.

Other operating activities

Other special charges of $6.6 million ($5.1 million after tax) recorded in the first quarter of 2023 relate primarily to certain legal charges, which are recorded in special (gains) and charges on the Consolidated Statements of Income.

Other special charges of $20.5 million ($15.3 million after tax) recorded in the first quarter of 2022 relate primarily to COVID-19 related inventory charges and certain legal charges, which are recorded in product and equipment cost of sales and special (gains) and charges on the Consolidated Statements of Income.

3. ACQUISITIONS

Acquisitions

The Company makes business acquisitions that align with its strategic business objectives. The assets and liabilities of acquired businesses are recorded in the Consolidated Balance Sheets based on estimates of the fair value of assets acquired, liabilities assumed and noncontrolling interests acquired as of the acquisition date. Goodwill is recognized in the amount that the purchase consideration paid exceeds the fair value of the net assets acquired. Purchase consideration includes both cash paid and the fair value of noncash consideration exchanged, including stock and/or contingent consideration exchanged, and is reduced by the amount of cash or cash equivalents acquired. No acquisitions occurred during the first quarter of 2023 or 2022.

During the first quarter of 2022, the Company recorded purchase accounting adjustments associated with the finalization of the purchase accounting on its 2021 acquisitions. As a result of these purchase accounting adjustments, the acquisition related liabilities increased by $2.2 million, intangible assets decreased by $5.6 million and goodwill recognized from those acquisition increased by $7.8 million.

4. BALANCE SHEETS INFORMATION



	March 31		December 31
(millions)	2023		2022
Accounts receivable, net
Accounts receivable		$2,804.9		$2,829.0
Allowance for expected credit losses and other accruals		(137.1)		(130.9)
Total		$2,667.8		$2,698.1

Inventories
Finished goods		$1,086.8		$1,122.7
Raw materials and parts		870.3		849.2
Inventories at FIFO cost		1,957.1		1,971.9
FIFO cost to LIFO cost difference		(229.8)		(179.1)
Total		$1,727.3		$1,792.8

Other current assets
Prepaid assets		$150.7		$123.9
Taxes receivable		205.7		184.1
Derivative assets		47.7		57.5
Other		54.2		39.2
Total		$458.3		$404.7

Property, plant and equipment, net
Land		$162.0		$161.3
Buildings and leasehold improvements		1,142.3		1,126.9
Machinery and equipment		2,047.2		1,966.3
Merchandising and customer equipment		2,693.1		2,635.5
Capitalized software		985.2		962.1
Construction in progress		358.5		403.8
		7,388.3		7,255.9
Accumulated depreciation		(4,075.6)		(3,962.5)
Total		$3,312.7		$3,293.4

Other intangible assets, net
Intangible assets not subject to amortization
Trade names		$1,230.0		$1,230.0
Intangible assets subject to amortization
Customer relationships		3,312.4		3,292.8
Patents		499.4		497.0
Trademarks		405.3		404.0
Other technologies		520.2		518.8
		4,737.3		4,712.6
Accumulated amortization
Customer relationships		(1,645.1)		(1,581.7)
Patents		(300.2)		(292.3)
Trademarks		(210.4)		(202.5)
Other technologies		(194.8)		(185.4)
		(2,350.5)		(2,261.9)
Net intangible assets subject to amortization		2,386.8		2,450.7
Total		$3,616.8		$3,680.7

Other assets
Deferred income taxes		$113.2		$108.1
Pension		122.2		118.4
Derivative asset		43.3		44.5
Other		277.7		264.1
Total		$556.4		$535.1



	March 31		December 31
(millions)	2023		2022
Other current liabilities
Discounts and rebates		$366.6		$357.8
Dividends payable		150.9		150.8
Interest payable		68.7		58.7
Taxes payable, other than income		165.8		162.9
Derivative liabilities		20.5		21.9
Restructuring		82.1		100.6
Contract liability		107.5		116.5
Operating lease liabilities		103.5		108.3
Other		214.2		208.4
Total		$1,279.8		$1,285.9

Accumulated other comprehensive income (loss)
Unrealized (loss) gain on derivative financial instruments, net of tax		($1.0)		$3.7
Unrecognized pension and postretirement benefit expense, net of tax		(467.2)		(467.4)
Cumulative translation, net of tax		(1,269.0)		(1,262.9)
Total		($1,737.2)		($1,726.6)

5. DEBT AND INTEREST

Short-term Debt

The following table provides the components of the Company’s short-term debt obligations as of March 31, 2023 and December 31, 2022.




	March 31		December 31
(millions)	2023		2022
Short-term debt
Commercial paper		$-		$-
Notes payable		9.2		3.7
Long-term debt, current maturities		1,108.9		501.4
Total		$1,118.1		$505.1

Lines of Credit

As of March 31, 2023, the Company has a $2.0 billion multi-year revolving credit facility which expires in April 2026. The credit facility has been established with a diverse syndicate of banks and supports the Company’s U.S. and Euro commercial paper programs. There were no borrowings under the Company’s credit facility as of either March 31, 2023 or December 31, 2022.

Commercial Paper

The Company’s commercial paper program is used as a potential source of liquidity and consists of a $2.0 billion U.S. commercial paper program and a $2.0 billion Euro commercial paper program. The maximum aggregate amount of commercial paper that may be issued by the Company under its commercial paper programs may not exceed $2.0 billion.

The Company had no outstanding commercial paper under its U.S. program as of March 31, 2023 and as of December 31, 2022.

Notes Payable

The Company’s notes payable consists of uncommitted credit lines with major international banks and financial institutions, primarily to support global cash pooling structures. As of March 31, 2023 and December 31, 2022, the Company had $9.2 million and $3.7 million, respectively, outstanding under these credit lines.

Long-term Debt

The following table provides the components of the Company’s long-term debt obligations, including current maturities, as of March 31, 2023 and December 31, 2022.




	Maturity	March 31		December 31
(millions)	by Year	2023		2022

Long-term debt
Public notes (2023 principal amount)
Two year 2021 senior notes ($500 million)	2023		$499.0		$498.7
Seven year 2016 senior notes (€575 million)	2024		607.1		596.9
Ten year 2015 senior notes (€575 million)	2025		606.7		596.7
Ten year 2016 senior notes ($750 million)	2026		726.8		721.1
Ten year 2017 senior notes ($500 million)	2027		447.7		433.9
Six Year 2021 senior notes ($500 million)	2027		496.7		496.5
Five Year 2022 senior notes ($500 million)	2028		493.1		492.7
Ten year 2020 senior notes ($698 million)	2030		659.4		653.5
Ten year 2020 senior notes ($600 million)	2031		561.2		555.2
Eleven year 2021 senior notes ($650 million)	2032		644.7		644.6
Thirty year 2011 senior notes ($389 million)	2041		384.6		384.5
Thirty year 2016 senior notes ($200 million)	2046		197.3		197.3
Thirty year 2017 senior notes ($484 million)	2047		425.8		425.5
Thirty year 2020 senior notes ($500 million)	2050		490.8		490.7
Thirty year 2021 senior notes ($850 million)	2051		839.0		838.9
Thirty-four year 2021 senior notes ($685 million)	2055		537.7		537.2
Finance lease obligations and other			13.0		12.8
Total debt			8,630.6		8,576.7
Long-term debt, current maturities			(1,108.9)		(501.4)
Total long-term debt			$7,521.7		$8,075.3

Public Notes

The Company’s public notes may be redeemed by the Company at its option at redemption prices that include accrued and unpaid interest and a make-whole premium. Upon the occurrence of a change of control accompanied by a downgrade of the public notes below investment grade rating, within a specified time period, the Company would be required to offer to repurchase the public notes at a price equal to 101% of the aggregate principal amount thereof, plus any accrued and unpaid interest to the date of repurchase. The public notes are senior unsecured and unsubordinated obligations of the Company and rank equally with all other senior and unsubordinated indebtedness of the Company.

Covenants

The Company is in compliance with all covenants under the Company’s outstanding indebtedness as of March 31, 2023.

Net Interest Expense

Interest expense and interest income recognized during the first quarter of 2023 and 2022 were as follows:


	First Quarter Ended
	March 31
(millions)	2023		2022
Interest expense		$80.1		$55.1
Interest income		(5.9)		(2.1)
Interest expense, net		$74.2		$53.0

Interest expense generally includes the expense associated with the interest on the Company’s outstanding borrowings, including the impact of the Company’s interest rate swap agreements. Interest expense also includes the amortization of debt issuance costs and debt discounts, which are both recognized over the term of the related debt.

6. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

Goodwill arises from the Company’s acquisitions and represents the excess of the fair value of the purchase consideration exchanged over the fair value of net assets acquired. The Company’s reporting units are largely its operating segments. The Company assesses goodwill for impairment on an annual basis during the second quarter. If circumstances change or events occur that demonstrate it is more likely than not that the carrying amount of a reporting unit exceeds its fair value, the Company completes an interim goodwill assessment of that reporting unit prior to the next annual assessment. If the results of an annual or interim goodwill assessment demonstrate the carrying amount of a reporting unit is greater than its fair value, the Company will recognize an impairment loss for the amount by which the reporting unit’s carrying amount exceeds its fair value, but not to exceed the carrying amount of goodwill assigned to that reporting unit. There has been no impairment of goodwill in any of the periods presented.

The changes in the carrying amount of goodwill for each of the Company's reportable segments during the first quarter ended March 31, 2023 were as follows:

Global

Institutional

Healthcare &

(millions)

Industrial

& Specialty

Life Sciences

Other

Total

December 31, 2022

$4,081.8

$567.6

$3,125.4

$237.9

$8,012.7

Effect of foreign currency translation

30.7

1.5

16.4

0.9

49.5

March 31, 2023

$4,112.5

$569.1

$3,141.8

$238.8

$8,062.2

Other Intangible Assets

The Nalco trade name is the Company’s only indefinite life intangible asset, which is tested for impairment on an annual basis during the second quarter. Based on the ongoing performance of the Company’s reporting units associated with the Nalco trade name, an interim indefinite life intangible asset impairment assessment was not performed during the first quarter of 2023. There has been no impairment of the Nalco trade name intangible since it was acquired.

The Company’s intangible assets subject to amortization include customer relationships, trademarks, patents and other technologies primarily acquired through business acquisitions. The fair value of intangible assets acquired in business acquisitions are estimated primarily using discounted cash flow valuation methods at the time of acquisition. Intangible assets are amortized on a straight-line basis over their estimated lives. Total amortization expense related to intangible assets during the first quarter of 2023 and 2022 was $75.6 million and $79.5 million, respectively. Amortization expense related to intangible assets for the remaining nine-month period of 2023 is expected to be approximately $223 million.

7. FAIR VALUE MEASUREMENTS

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, contingent consideration obligations, commercial paper, notes payable, foreign currency forward contracts, interest rate swap agreements, cross-currency swap derivative contracts and long-term debt.

Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring the most observable inputs be used when available. The hierarchy is broken down into three levels:

Level 1 - Inputs are quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2 - Inputs include observable inputs other than quoted prices in active markets.

Level 3 - Inputs are unobservable inputs for which there is little or no market data available.

The carrying amount and the estimated fair value for assets and liabilities measured on a recurring basis were:

March 31, 2023

(millions)

Carrying

Fair Value Measurements

Amount

Level 1

Level 2

Level 3

Assets

Foreign currency forward contracts

$81.2

Cross-currency swap derivative contracts

56.8

Liabilities

Foreign currency forward contracts

54.1

Interest rate swap agreements

152.3

Cross-currency swap derivative contracts

16.2


	December 31, 2022
(millions)	Carrying		Fair Value Measurements
	Amount		Level 1		Level 2		Level 3
Assets
Foreign currency forward contracts		$118.9		$-		$118.9		$-
Cross-currency swap derivative contracts		58.7		-		58.7		-

Liabilities
Foreign currency forward contracts		83.3		-		83.3		-
Interest rate swap agreements		181.4		-		181.4		-
Cross-currency swap derivative contracts		14.5		-		14.5		-

The carrying value of foreign currency forward contracts is at fair value, which are determined based on foreign currency exchange rates as of the balance sheet date and are classified within Level 2. The carrying value of interest rate swap agreements are at fair value, which are determined based on current forward interest rates as of the balance sheet date and are classified within Level 2. The cross-currency swap derivative contracts are used to partially hedge the Company’s net investments in foreign operations against adverse movements in exchange rates between the U.S. dollar and the Euro. The carrying value of the cross-currency swap derivative contracts are at fair value, which are determined based on the income approach with the relevant interest rates and foreign currency current exchange rates and forward curves as inputs as of the balance sheet date and are classified within Level 2. For purposes of fair value disclosure above, derivative values are presented gross. Further discussion of gross versus net presentation of the Company's derivatives is included within Note 8.

Contingent consideration obligations are recognized and measured at fair value at the acquisition date and thereafter until settlement or expiration. Contingent consideration is classified within Level 3 as the underlying fair value is determined using income-based valuation approaches appropriate for the terms and conditions of each respective contingent consideration. The consideration expected to be transferred is based on the Company’s expectations of various financial measures. The ultimate payment of contingent consideration could deviate from current estimates based on the actual results of these financial measures. Contingent consideration was not material to the Company’s consolidated financial statements.

The carrying values of accounts receivable, accounts payable, cash and cash equivalents, commercial paper and notes payable approximate fair value because of their short maturities and as such are classified within Level 1.

The fair value of long-term debt is based on quoted market prices for the same or similar debt instruments (classified as Level 2). The carrying amount, which includes adjustments related to the impact of interest rate swap agreements, premiums and discounts, and deferred debt issuance costs, and the estimated fair value of long-term debt, including current maturities, held by the Company were:

March 31, 2023

December 31, 2022

Carrying

Fair

Carrying

Fair

Amount

Value

Amount

Value

Long-term debt, including current maturities

$8,630.6

$7,837.2

$8,576.7

$7,643.6

8. DERIVATIVES AND HEDGING TRANSACTIONS

The Company uses foreign currency forward contracts, interest rate swap agreements, cross-currency swap derivative contracts and foreign currency debt to manage risks associated with foreign currency exchange rates, interest rates and net investments in foreign operations. The Company does not hold derivative financial instruments of a speculative nature or for trading purposes. The Company records derivatives as assets and liabilities in the Consolidated Balance Sheets at fair value. Changes in fair value are recognized immediately in earnings unless the derivative qualifies and is designated as a hedge. Cash flows from derivatives are classified in the statement of cash flows in the same category as the cash flows from the items subject to designated hedge or undesignated (economic) hedge relationships. The Company evaluates hedge effectiveness at inception and on an ongoing basis. If a derivative is no longer expected to be effective, hedge accounting is discontinued.

The Company is exposed to credit risk in the event of nonperformance of counterparties for foreign currency forward exchange contracts and interest rate swap agreements. The Company monitors its exposure to credit risk by using credit approvals and credit limits and by selecting major global banks and financial institutions as counterparties. The Company does not anticipate nonperformance by any of these counterparties, and therefore, recording a valuation allowance against the Company’s derivative balance is not considered necessary.

Derivative Positions Summary

Certain of the Company’s derivative transactions are subject to master netting arrangements that allow the Company to net settle contracts with the same counterparties. These arrangements generally do not call for collateral and as of the applicable dates presented in the following table, no cash collateral had been received or pledged related to the underlying derivatives.

The respective net amounts are included in other current assets, other assets, other current liabilities and other liabilities on the Consolidated Balance Sheets.

The following table summarizes the gross fair value and the net value of the Company’s outstanding derivatives:

Derivative Assets

Derivative Liabilities

March 31

December 31

March 31

December 31

(millions)

2023

2022

2023

2022

Derivatives designated as hedging instruments

Foreign currency forward contracts

$59.9

$78.6

$5.6

$9.2

Interest rate swap agreements

152.3

181.4

Cross-currency swap derivative contracts

56.8

58.7

16.2

14.5

Derivatives not designated as hedging instruments

Foreign currency forward contracts

21.3

40.3

48.5

74.1

Gross value of derivatives

138.0

177.6

222.6

279.2

Gross amounts offset in the Consolidated Balance Sheets

(47.0)

(75.6)

(47.0)

(75.6)

Net value of derivatives

$91.0

$102.0

$175.6

$203.6

The following table summarizes the notional values of the Company’s outstanding derivatives:


	Notional Values
		March 31	December 31
(millions)		2023	2022

Foreign currency forward contracts		$4,033		$5,745
Interest rate swap agreements		1,500		1,500
Cross-currency swap derivative contracts		677		650

Cash Flow Hedges

The Company utilizes foreign currency forward contracts to hedge the effect of foreign currency exchange rate fluctuations on forecasted foreign currency transactions, including inventory purchases and intercompany royalty, intercompany loans, management fee and other payments. These forward contracts are designated as cash flow hedges. The changes in fair value of these contracts are recorded in accumulated other comprehensive income (loss) (“AOCI”) until the hedged items affect earnings, at which time the gain or loss is reclassified into the same line item on the Consolidated Statements of Income as the underlying exposure being hedged. Cash flow hedged transactions impacting AOCI are forecasted to occur within the next year. For forward contracts designated as hedges of foreign currency exchange rate risk associated with forecasted foreign currency transactions, the Company excludes the changes in fair value attributable to time value from the assessment of hedge effectiveness. The initial value of the excluded component (i.e., the forward points) is amortized on a straight-line basis over the life of the hedging instrument and recognized in the same line item on the Consolidated Statements of Income as the underlying exposure being hedged for intercompany loans. For all other cash flow hedge types, the forward points are marked-to-market monthly and recognized in the same line item on the Consolidated Statements of Income as the underlying exposure being hedged. The difference between fair value changes of the excluded component and the amount amortized on the Consolidated Statements of Income is recorded in AOCI.

Fair Value Hedges

The Company manages interest expense using a mix of fixed and floating rate debt. To help manage exposure to interest rate movements and to reduce borrowing costs, the Company may enter into interest rate swap agreements under which the Company agrees to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed upon notional principal amount. The mark-to-market of these fair value hedges is recorded as gains or losses in interest (income) expense and is offset by the gain or loss of the underlying debt instrument, which also is recorded in interest (income) expense. These fair value hedges are highly effective and thus, there is no impact on earnings due to hedge ineffectiveness.

In aggregate, the Company has entered into a series of interest rate swap agreements to convert $1.5 billion of its debt from a fixed interest rate to a floating interest rate. These interest rate swap agreements are designated as fair value hedges.

The following amounts were recorded in the Consolidated Balance Sheets related to cumulative basis adjustments for fair value hedges:

Carrying amount of the hedged liabilities

Cumulative amount of the fair value hedging adjustment included in the carrying amount of the hedged liabilities

First Quarter Ended

Line item in which the hedged item is included

March 31

(millions)

2023

2022

2023

2022

Long-term debt

$1,348.9

$1,167.7

($153.4)

($80.2)

Net Investment Hedges

The Company designates its outstanding €1,150 million ($1,214 million at the end of the first quarter of 2023) senior notes (“Euronotes”) and related accrued interest as hedges of its Euro denominated exposures from the Company’s investments in certain of its Euro denominated functional currency subsidiaries.

The Company entered into a series of cross-currency swap derivative contracts maturing in 2030. The cross-currency swap derivative contracts are designated as net investment hedge of its Euro denominated exposures from the Company’s investments in certain of its Euro denominated functional currency subsidiaries. The cross-currency swap derivative contracts exchange fixed-rate payments in one currency for fixed-rate payments in another currency. As of March 31, 2023, the Company had €625 million ($677 million) cross-currency swap derivative contracts outstanding as hedges of the Company’s net investment in foreign operations. The changes in the spot rate of these instruments are recorded in AOCI in stockholders’ equity, partially offsetting the foreign currency translation adjustment of the Company’s related net investment that is also recorded in AOCI. Any ineffective portions of net investment hedges are reclassified from AOCI into earnings during the period of change. The interest income or expense from these swaps are recorded in interest expense on the accompanying Consolidated Statements of Income consistent with the classification of interest expense attributable to the underlying debt.

The revaluation gains and losses on the Euronotes and cross-currency swap derivative contracts, which are designated and effective as hedges of the Company’s net investments, have been included as a component of the cumulative translation adjustment account, and were as follows:


	First Quarter Ended
	March 31
(millions)	2023		2022
Revaluation (loss) gain, net of tax:
Euronotes		($15.1)		$10.3
Cross-currency swap derivative contracts		(1.6)		8.6
Total revaluation (loss) gain, net of tax		($16.7)		$18.9

Derivatives Not Designated as Hedging Instruments

The Company also uses foreign currency forward contracts to offset its exposure to the change in value of certain foreign currency denominated assets and liabilities held at foreign subsidiaries, primarily receivables and payables, which are remeasured at the end of each period. Although the contracts are effective economic hedges, they are not designated as accounting hedges. Therefore, changes in the value of these derivatives are recognized immediately in earnings, thereby offsetting the current earnings effect of the related foreign currency denominated assets and liabilities.

Effect of all Derivative Instruments on Income

The gain (loss) of all derivative instruments recognized in product and equipment cost of sales (“COS”), selling, general and administrative expenses (“SG&A”) and interest expense, net (“interest”) is summarized below:


	First Quarter Ended
	March 31
	2023				2022
(millions)		COS	SG&A	Interest		COS	SG&A	Interest
Gain (loss) on derivatives in cash flow hedging relationship:
Foreign currency forward contracts
Amount of gain (loss) reclassified from AOCI to income		$5.3	($6.0)	$-		$-	$13.9	$-
Amount excluded from the assessment of effectiveness recognized in earnings based on changes in fair value		-	-	2.0		-	-	3.8
Interest rate swap agreements
Amount of (loss) gain reclassified from AOCI to income		-	-	(0.5)		-	-	(0.6)

(Loss) gain on derivatives not designated as hedging instruments:
Foreign currency forward contracts
Amount of (loss) gain recognized in income		-	(24.6)	-		-	14.2	-
Total gain (loss) of all derivative instruments		$5.3	($30.6)	$1.5		$-	$28.1	$3.2

9. OTHER COMPREHENSIVE INCOME (LOSS) INFORMATION

Other comprehensive income (loss) includes net income, foreign currency translation adjustments, defined benefit pension and postretirement plan adjustments, gains and losses on derivative instruments designated and effective as cash flow hedges and non-derivative instruments designated and effective as foreign currency net investment hedges that are charged or credited to the accumulated other comprehensive loss account in shareholders’ equity. Refer to Note 8 for additional information related to the Company’s derivatives and hedging transactions. Refer to Note 13 for additional information related to the Company’s pension and postretirement benefits activity.

The following tables provide other comprehensive income information related to the Company’s derivatives and hedging instruments and pension and postretirement benefits:


	First Quarter Ended
	March 31
(millions)	2023		2022
Derivative and Hedging Instruments
Unrealized (loss) gain on derivative and hedging instruments
Amount recognized in AOCI		($5.1)		$10.7
(Gain) loss reclassified from AOCI into income
COS		(5.3)		-
SG&A		6.0		(13.9)
Interest (income) expense, net		(1.5)		(3.2)
		(0.8)		(17.1)
Other activity		0.1		-
Tax impact		1.1		1.8
Net of tax		($4.7)		($4.6)

Pension and Postretirement Benefits
Amount reclassified from AOCI into income
Settlement charge		$0.6		$0.9
Amortization of losses and prior period service credits, net		1.6		14.9
		2.2		15.8
Other activity		(1.6)		1.1
Tax impact		(0.4)		(3.2)
Net of tax		$0.2		$13.7

The following table summarizes the derivative and pension and postretirement benefit amounts reclassified from AOCI into income:


	First Quarter Ended
	March 31
	2023		2022
(millions)
Derivative (gain) loss reclassified from AOCI into income, net of tax		($0.6)		($12.9)

Pension and postretirement benefits amortization of losses and prior period service
credits, net and settlement charge, reclassified from AOCI into income, net of tax		0.2		13.7

10. SHAREHOLDERS’ EQUITY

Share Repurchase Authorization

In February 2015 and November 2022, the Company’s Board of Directors authorized the repurchase of up to 20,000,000 and 10,000,000, respectively, additional shares of its common stock, including shares to be repurchased under Rule 10b5–1. As of March 31, 2023, 12,917,097 shares remained to be repurchased under the Company’s repurchase authorization. The Company intends to repurchase all shares under its authorization, for which no expiration date has been established, in open market or privately negotiated transactions, subject to market conditions.

Share Repurchases

During the first quarter of 2023, the Company reacquired 66,862 shares of its common stock related to shares withheld for taxes on the exercise of stock options and the vesting of stock awards and units.

During the first quarter of 2022, the Company reacquired 1,546,749 shares of its common stock, of which 1,463,000 related to share repurchases through open market and 83,749 related to shares withheld for taxes on the exercise of stock options and the vesting of stock awards and units.

11. EARNINGS ATTRIBUTABLE TO ECOLAB PER COMMON SHARE (“EPS”)

The difference in the weighted average common shares outstanding for calculating basic and diluted EPS is a result of the dilution associated with the Company’s equity compensation plans. As noted in the table below, certain stock options and units outstanding under these equity compensation plans were not included in the computation of diluted EPS because they would not have had a dilutive effect.

The computations of the basic and diluted EPS amounts were as follows:


	First Quarter Ended
	March 31
(millions, except per share)	2023		2022

Net income attributable to Ecolab		$233.4		$171.9

Weighted-average common shares outstanding
Basic		284.6		286.2
Effect of dilutive stock options and units		1.3		1.9
Diluted		285.9		288.1

Earnings attributable to Ecolab per common share
Basic EPS		$0.82		$0.60
Diluted EPS		$0.82		$0.60

Anti-dilutive securities excluded from the computation of diluted EPS		4.6		2.6

Amounts do not necessarily sum due to rounding.

12. INCOME TAXES

The Company’s tax rate was 18.0% and 20.7% for the first quarter of 2023 and 2022, respectively. The change in the Company’s tax rate for the first quarter of 2023 compared to the first quarter of 2022 was driven primarily by the impact of discrete tax items and special (gains) and charges. Further information related to special (gains) and charges is included in Note 2.

The Company recognized net tax benefits related to discrete tax items of $4.0 million in the first quarter of 2023 primarily due to changes in uncertain tax positions, prior year return adjustments, repricing of deferred tax balances, and other changes in estimates.

The Company recognized net tax expenses related to discrete tax items of $1.0 million in the first quarter of 2022. This included share-based compensation excess tax benefits of $2.9 million. The amount of this tax benefit is subject to variation in stock price and award exercises. Additionally, the Company recognized discrete tax expense of $3.9 million primarily due to audit settlements, changes in uncertain tax positions, prior year return adjustments, repricing of deferred tax balances, and other changes in estimates.

The Inflation Reduction Act (IRA), which became effective January 1, 2023, includes a corporate alternative minimum tax on certain large corporations and climate change mitigation incentives. In addition, there are other non-income tax provisions, including an excise tax on the repurchase of corporate stock. The Company continues to assess the impact of the IRA but does not anticipate any material impacts on the Company’s financial statements.

13. PENSION AND POSTRETIREMENT PLANS

The Company has a non-contributory, qualified, defined benefit pension plan covering the majority of its U.S. employees. The Company also has non-contributory, non-qualified, defined benefit pension plans, which provide for benefits to employees in excess of limits permitted under its U.S. pension plans. Various international subsidiaries also have defined benefit pension plans. The Company also provides postretirement health care and life insurance benefits to certain U.S. employees and retirees.

The components of net periodic pension and postretirement health care benefit expense for the first quarter ended March 31 are as follows:


	U.S.				International				U.S. Postretirement
	Pensions				Pensions				Benefits
(millions)	2023		2022		2023		2022		2023		2022
Service cost		$10.2		$10.5		$5.4		$7.3		$0.1		$0.2
Interest cost on benefit obligation		22.0		14.1		11.4		5.7		1.4		0.8
Expected return on plan assets		(36.3)		(36.7)		(13.8)		(18.4)		-		(0.1)
Recognition of net actuarial loss (gain)		-		10.0		3.5		6.0		(0.8)		(0.1)
Amortization of prior service benefit		(1.0)		(1.0)		(0.1)		-		-		-
Curtailments and settlements		0.7		0.9		-		-		(0.1)		-
Total expense (benefit)		($4.4)		($2.2)		$6.4		$0.6		$0.6		$0.8

Service cost is included as employee compensation cost in either cost of sales or selling, general and administrative expenses on the Consolidated Statements of Income based on employee roles, while non-service components are included in other (income) expense in the Consolidated Statements of Income.

As of March 31, 2023, the Company is in compliance with all funding requirements of each of its defined benefit plans.

During the first quarter of 2023, the Company made contributions of $2 million to its U.S. non-contributory non-qualified defined benefit plans and estimates it will contribute an additional $7 million to such plans during the remainder of 2023.

During the first quarter of 2023, the Company made contributions of $10 million to its international pension plans and estimates it will contribute an additional $32 million to such plans during the remainder of 2023.

During the first quarter of 2023, the Company made contributions of $3 million to its U.S. postretirement health care plans and estimates it will contribute an additional $8 million to such plans during the remainder of 2023.

14. REVENUES

Revenue Recognition

Product and Sold Equipment

Product revenue is generated from sales of cleaning, sanitizing, water treatment, process treatment and colloidal silica products. In addition, the Company sells equipment which may be used in combination with its specialized products. Revenue recognized from product and equipment sales is recognized at the point in time when the obligations in the contract with the customer are satisfied, which generally occurs with the transfer of the product or delivery of the equipment.

On June 3, 2020, the Company completed the separation of its Upstream Energy business (“ChampionX”). The Company entered into a Master Cross Supply and Product Transfer agreement with ChampionX to provide, receive or transfer certain products for a period up to 36 months and for a smaller set of products with limited suppliers over the next few years. Sales of product to ChampionX under this agreement are recorded in product and equipment sales in the Corporate segment along with the related cost of sales, while purchases from ChampionX are recorded in inventory. Sales of product to ChampionX post-separation for the first quarter of 2023 and 2022 were $23.7 million and $34.8 million, respectively. As of March 31, 2023 and December 31, 2022, the Company had an outstanding accounts receivable balance for sales of product to ChampionX of $8.6 million and $12.9 million, respectively.

Service and Lease Equipment

Service and lease equipment revenue is generated from providing services or leasing equipment to customers. Service offerings include installing or repairing certain types of equipment, activities that supplement or replace headcount at the customer location, or fulfilling deliverables included in the contract. Global Industrial segment services are associated with water treatment and paper process applications. Global Institutional & Specialty segment services include cleaning and sanitizing programs and wash process solutions. Global Healthcare & Life Sciences segment services include pharmaceutical, personal care, infection and containment control solutions. Revenues included in Other primarily relate to services designed to detect, eliminate and prevent pests. Service revenue is recognized over time utilizing an input method and aligns with when the services are provided. Typically, revenue is recognized over time using costs incurred to date because the effort provided by the field selling and service organization represents services provided, which corresponds with the transfer of control. Revenue recognized from leased equipment primarily relates to warewashing and water treatment equipment recognized on a straight-line basis over the length of the lease contract pursuant to Topic 842 Leases.

The Company’s operating lease revenue was as follows:


	First Quarter Ended
	March 31
(millions)	2023		2022
Operating lease revenue*		$126.4		$112.1

*Includes immaterial variable lease revenue

The following table shows principal activities, separated by reportable segments, from which the Company generates its revenue. Corporate segment includes sales to ChampionX under the Master Cross Supply and Product Transfer agreements entered into as part of the ChampionX Separation. For more information about the Company’s reportable segments, refer to Note 15.

Net sales at public exchange rates by reportable segment are as follows:


	First Quarter Ended
	March 31
(millions)	2023		2022
Global Industrial
Product and sold equipment		$1,498.2		$1,358.4
Service and lease equipment		211.2		207.3
Global Institutional & Specialty
Product and sold equipment		920.8		827.0
Service and lease equipment		208.0		182.4
Global Healthcare & Life Sciences
Product and sold equipment		352.6		334.0
Service and lease equipment		27.1		28.8
Other
Product and sold equipment		81.0		70.0
Service and lease equipment		249.0		224.0
Corporate
Product and sold equipment		23.7		34.7
Service and lease equipment		-		0.1
Total
Total product and sold equipment		$2,876.3		$2,624.1
Total service and lease equipment		$695.3		$642.6

Net sales at public exchange rates by geographic region for the first quarter ended March 31 are as follows:


	Global				Global Institutional				Global Healthcare
	Industrial				& Specialty				& Life Sciences				Other				Corporate
	2023		2022		2023		2022		2023		2022		2023		2022		2023		2022

North America		$790.7		$716.6		$833.9		$732.0		$163.9		$145.0		$210.3		$181.7		$20.7		$29.4
Europe		348.8		313.5		146.5		136.7		174.4		170.1		67.2		62.1		0.7		0.6
Asia Pacific		214.3		205.1		56.8		52.7		19.7		20.0		20.2		16.6		1.0		1.0
Latin America		157.2		136.4		41.3		36.8		5.7		5.9		13.6		13.0		1.3		3.5
Greater China		94.6		110.2		35.6		40.2		10.8		14.8		16.3		17.9		-		0.1
India, Middle East and Africa		103.8		83.9		14.7		11.0		5.2		7.0		2.4		2.7		-		0.2
Total		$1,709.4		$1,565.7		$1,128.8		$1,009.4		$379.7		$362.8		$330.0		$294.0		$23.7		$34.8

Net sales by geographic region were determined based on origin of sale. The United States made up 54% and 52% of total revenues during the first quarter ended March 31, 2023 and 2022, respectively.

Accounts Receivable and Allowance for Expected Credit Losses

Accounts receivable are carried at the invoiced amounts, less an allowance for expected credit losses, and generally do not bear interest. The Company’s allowance for expected credit losses estimates the amount of expected future credit losses by analyzing accounts receivable balances by age and applying historical write-off and collection experience. The Company’s estimates separately consider macroeconomic trends, specific circumstances and credit conditions of customer receivables. Account balances are written off against the allowance when it is determined the receivable will not be recovered.

The Company’s allowance for expected return of products shipped and credits related to pricing or quantities shipped was $59.6 million and $17.8 million as of March 31, 2023 and 2022, respectively. Returns and credit activity is recorded directly as a reduction to revenue.

The following table summarizes the activity in the allowance for expected credit losses:


	First Quarter Ended
	March 31
(millions)	2023		2022

Beginning balance		$71.9		$52.8
Bad debt expense		14.7		22.3
Write-offs		(7.9)		(4.0)
Other (a)		(1.3)		(1.6)
Ending balance		$77.4		$69.5

(a)	Other amounts are primarily the effects of changes in currency translations.

Contract Liability

Payments received from customers are based on invoices or billing schedules as established in contracts with customers. Accounts receivable are recorded when the right to consideration becomes unconditional. The contract liability relates to billings in advance of performance (primarily service obligations) under the contract. Contract liabilities are recognized as revenue when the performance obligation has been performed, which primarily occurs during the subsequent quarter.

The following table summarizes the contract liability activity:


	First Quarter Ended
	March 31
(millions)	2023		2022

Contract liability as of beginning of the year		$116.5		$91.7

Revenue recognized in the period from:
Amounts included in the contract liability at the beginning of the year		(116.5)		(91.7)

Increases due to billings excluding amounts recognized as revenue during the period ended		107.5		96.8

Contract liability as of end of period		$107.5		$96.8

15. OPERATING SEGMENTS

The Company’s organizational structure consists of global business unit and global regional leadership teams. The Company’s ten operating segments follow its commercial and product-based activities and are based on engagement in business activities, availability of discrete financial information and review of operating results by the Chief Operating Decision Maker at the identified operating segment level.

The Company’s operating segments that share similar economic characteristics and future prospects, nature of the products and production processes, end-use markets, channels of distribution and regulatory environment have been aggregated into three reportable segments: Global Industrial, Global Institutional & Specialty and Global Healthcare & Life Sciences. The Company’s operating segments that do not meet the quantitative criteria to be separately reported have been combined into Other. The Company provides similar information for Other as the Company considers the information regarding its underlying operating segments as useful in understanding its consolidated results.

Comparability of Reportable Segments

Effective January 1, 2023, the Company’s former Downstream operating segment is now part of the Water operating segment. This change did not have any impact on the Global Industrial reportable segment.

The Company evaluates the performance of its non-U.S. dollar functional currency international operations based on fixed currency exchange rates, which eliminates the impact of exchange rate fluctuations on its international operations. Fixed currency amounts are updated annually at the beginning of each year based on translation into U.S. dollars at foreign currency exchange rates established by management, with all periods presented using such rates. The “Fixed Currency Rate Change” column shown in the following table reflects international operations at fixed currency exchange rates established by management at the beginning of 2023, rather than the 2022 established rates. The difference between the fixed currency exchange rates and the actual currency exchange rates is reported within the “Effect of foreign currency translation” row in the following table. The “Other” column shown in the following table reflects immaterial changes between reportable segments, including the movement of certain customers and cost allocations.

The impact of the preceding changes on previously reported full year 2022 reportable segment net sales and operating income is summarized as follows:


	December 31, 2022

	2022 Reported					Fixed	2022 Reported
	Valued at 2022				Currency		Valued at 2023
(millions)	Management Rates		Other		Rate Change		Management Rates
Net Sales
Global Industrial		$6,944.0		$-		($207.7)		$6,736.3
Global Institutional & Specialty		4,480.0		10.2		(75.9)		4,414.3
Global Healthcare & Life Sciences		1,570.0		-		(64.2)		1,505.8
Other		1,355.0		(10.2)		(31.5)		1,313.3
Corporate		124.1		-		(0.4)		123.7
Subtotal at fixed currency rates		14,473.1		-		(379.7)		14,093.4
Effect of foreign currency translation		(285.3)				379.7		94.4
Consolidated reported GAAP net sales		$14,187.8		$-		$-		$14,187.8

Operating Income
Global Industrial		$977.0		$0.8		($42.0)		$935.8
Global Institutional & Specialty		634.5		(1.6)		(11.2)		621.7
Global Healthcare & Life Sciences		205.0		(1.8)		(9.9)		193.3
Other		212.8		2.6		(5.5)		209.9
Corporate		(416.7)		-		2.3		(414.4)
Subtotal at fixed currency rates		1,612.6		-		(66.3)		1,546.3
Effect of foreign currency translation		(50.1)				66.3		16.2
Consolidated reported GAAP operating income		$1,562.5		$-		$-		$1,562.5

Reportable Segment Information

Financial information for the Company’s reportable segments, is as follows:


	First Quarter Ended
	March 31
(millions)	2023		2022
Net Sales
Global Industrial		$1,699.3		$1,511.4
Global Institutional & Specialty		1,126.6		991.3
Global Healthcare & Life Sciences		378.6		348.2
Other		329.3		286.8
Corporate		23.6		34.6
Subtotal at fixed currency rates		3,557.4		3,172.3
Effect of foreign currency translation		14.2		94.4
Consolidated reported GAAP net sales		$3,571.6		$3,266.7

Operating Income
Global Industrial		$215.6		$179.9
Global Institutional & Specialty		125.7		108.6
Global Healthcare & Life Sciences		35.0		41.9
Other		50.1		37.1
Corporate		(77.4)		(129.0)
Subtotal at fixed currency rates		349.0		238.5
Effect of foreign currency translation		2.6		16.0
Consolidated reported GAAP operating income		$351.6		$254.5

The profitability of the Company’s operating segments is evaluated by management based on operating income.

Consistent with the Company’s internal management reporting, Corporate amounts in the table above include sales to ChampionX in accordance with the long-term supply agreement entered into with the Transaction, as discussed in Note 14. Corporate also includes intangible asset amortization specifically from the Nalco and Purolite acquisitions and special (gains) and charges, as discussed in Note 2, that are not allocated to the Company’s reportable segments.

16. COMMITMENTS AND CONTINGENCIES

The Company is subject to various claims and contingencies related to, among other things, workers’ compensation, general liability (including product liability), automobile claims, health care claims, environmental matters and lawsuits. The Company is also subject to various claims and contingencies related to income taxes. The Company also has contractual obligations including lease commitments.

The Company records liabilities when a contingent loss is probable and can be reasonably estimated. If the reasonable estimate of a probable loss is a range, the Company records the most probable estimate of the loss or the minimum amount when no amount within the range is a better estimate than any other amount. The Company discloses a contingent liability even if the liability is not probable or the amount is not estimable, or both, if there is a reasonable possibility that a material loss may have been incurred.

Insurance

Globally, the Company has insurance policies with varying deductible levels for property and casualty losses. The Company is insured for losses in excess of these deductibles, subject to policy terms and conditions and has recorded both a liability and an offsetting receivable for amounts in excess of these deductibles. The Company is self-insured for health care claims for eligible participating employees, subject to certain deductibles and limitations. The Company determines its liabilities for claims on an actuarial basis.

Litigation and Environmental Matters

The Company and certain subsidiaries are party to various lawsuits, claims and environmental actions that have arisen in the ordinary course of business. These include from time to time antitrust, employment, commercial, patent infringement, tort, product liability and wage hour lawsuits, as well as possible obligations to investigate and mitigate the effects on the environment of the disposal or release of certain chemical substances at various sites, such as Superfund sites and other operating or closed facilities. The Company has established accruals for certain lawsuits, claims and environmental matters. The Company currently believes that there is not a reasonably possible risk of material loss in excess of the amounts accrued related to these legal matters. Because litigation is inherently uncertain, and unfavorable rulings or developments could occur, there can be no certainty that the Company may not ultimately incur charges in excess of recorded liabilities. A future adverse ruling, settlement or unfavorable development could result in future charges that could have a material adverse effect on the Company’s results of operations or cash flows in the period in which they are recorded.

The Company currently believes that such future charges related to suits and legal claims, if any, would not have a material adverse effect on the Company’s consolidated financial position.

TPC Group Litigation

On November 27, 2019, a Butadiene production plant owned and operated by TPC Group, Inc. in Port Neches, Texas, experienced an explosion and fire that resulted in personal injuries, the release of chemical fumes and extensive property damage to the plant and surrounding areas in and near Port Neches, Texas.

Nalco Company LLC, a subsidiary of Ecolab, supplied process chemicals to TPC used in TPC’s production processes. Nalco did not operate, manage, maintain or control any aspect of TPC’s plant operations.

In connection with its provision of process chemicals to TPC, Nalco has been named in numerous lawsuits stemming from the plant explosion. Nalco has been named a defendant, along with TPC and other defendants, in multi-district litigation (“MDL”) proceedings pending in Orange County, Texas, alleging among other things claims for personal injury, property damage and business losses (In re TPC Group Litigation – A2020-0236-MDL, Orange County, Texas). In addition, numerous other lawsuits have been filed against Nalco, including TPC Group v. Nalco, E0208239, Jefferson County, Texas, a subrogation claim by TPC’s insurers seeking reimbursement for property damage losses. Over 5,000 plaintiffs (including the subrogation matter) currently have asserted claims against Nalco.

All of these cases make similar allegations and seek damages for personal injury, property damage, business losses and other damages, including exemplary damages. The Company expects all these cases will be consolidated for pretrial purposes into the Orange County MDL referenced above. Due to the large number of plaintiffs, the early stage of the litigation and the fact that many of the claims do not specify an amount of damages, any estimate of any loss or range of losses cannot be made at this time.

On June 1, 2022, TPC and seven of its affiliated companies filed for bankruptcy under Chapter 11 (Case No. 22-10493-CTG, United States Bankruptcy Court for the District of Delaware). In connection with the bankruptcy cases, TPC disclosed an estimated range of its liability related to the Port Neches incident to individuals and homeowners (including subrogation claims) of approximately $152 million to $520 million. As part of their bankruptcy plan, TPC and its affiliates announced a settlement which allows the MDL plaintiffs a $500 million claim solely for purposes of claim allowance in the chapter 11 case and distribution of value pursuant to TPC’s bankruptcy plan. Other key terms of the settlement between TPC and the MDL plaintiffs include the establishment of a settlement trust for the benefit of certain general unsecured creditors, which is funded with $30 million and the assignment of TPC’s claims and causes of action, if any, against certain third parties, including Nalco, related to the TPC plant explosion. As part of the bankruptcy process, TPC and its debtor affiliates received a discharge of all MDL related claims, as did certain non-debtor affiliates to the extent third parties did not opt out of the non-debtor releases. Nalco opted out of these releases, preserving any direct causes of action it may have against non-debtors. Furthermore, the allowance of the $500 million claim should have no effect on any claims or defenses asserted against or by Nalco in the MDL litigation. On December 1, 2022, the bankruptcy court confirmed the TPC bankruptcy plan, including the approval of the settlement and establishment of the aforementioned settlement trust. On December 16, 2022, the TPC bankruptcy plan went effective.

The Company believes the claims asserted against Nalco in the lawsuits stemming from the TPC plant explosion are without merit and intends to defend the claims vigorously. The Company also believes any potential loss should be covered by insurance subject to deductibles. However, the Company cannot predict the outcome of these lawsuits, the involvement the Company might have in these matters in the future or the potential for future litigation.

Environmental Matters

The Company is currently participating in environmental assessments and remediation at approximately 25 locations, the majority of which are in the U.S., and environmental liabilities have been accrued reflecting management’s best estimate of future costs. Potential insurance reimbursements are not anticipated in the Company’s accruals for environmental liabilities.

17. NEW ACCOUNTING PRONOUNCEMENTS


Standards That Were Adopted:
	Date of		Date of	Effect on the
Standard	Issuance	Description	Adoption	Financial Statements

ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers	October 2021	Update to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer.	January 1, 2023	The adoption of this standard did not have a significant impact on the Company's financial statements.

No other new accounting pronouncements issued or effective have had or are expected to have a material impact on the Company’s consolidated financial statements.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Ecolab Inc.

Results of Review of Interim Financial Statements

We have reviewed the accompanying consolidated balance sheet of Ecolab Inc. and its subsidiaries (the “Company”) as of March 31, 2023, and the related consolidated statements of income, comprehensive income, equity and cash flow for the three-month periods ended March 31, 2023 and 2022, including the related notes (collectively referred to as the “interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of December 31, 2022, and the related consolidated statements of income, comprehensive income, equity and of cash flow for the year then ended (not presented herein), and in our report dated February 24, 2023, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet information as of December 31, 2022, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These interim financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.





/s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP
Minneapolis, Minnesota
May 4, 2023

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following management discussion and analysis (“MD&A”) provides information we believe is useful in understanding our operating results, cash flows and financial condition. We provide quantitative information about the material sales drivers including the impact of changes in volume and pricing and the effect of acquisitions and changes in foreign currency at the corporate and reportable segment level. We also provide quantitative information regarding special (gains) and charges, discrete tax items and other significant factors we believe are useful for understanding our results. Such quantitative drivers are supported by comments meant to be qualitative in nature. Qualitative factors are generally ordered based on estimated significance.

The MD&A should be read in conjunction with both the unaudited consolidated financial information and related notes included in this Form 10-Q, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2022. This discussion contains various Non-GAAP Financial Measures and also contains various Forward-Looking Statements within the meaning of the Private Securities Litigation Reform Act of 1995. We refer readers to the statements entitled “Non-GAAP Financial Measures” and “Forward-Looking Statements” located at the end of Part I of this report.

Comparability of Results

Impact of Acquisitions and Divestitures

Our non-GAAP financial measures for organic sales, organic operating income and organic operating income margin are at fixed currency and exclude the impact of special (gains) and charges, the results of our acquired businesses from the first twelve months post acquisition and the results of divested businesses from the twelve months prior to divestiture. As part of the separation of ChampionX in 2020, we entered into a Master Cross Supply and Product Transfer agreement with ChampionX to provide, receive or transfer certain products for a period of 36 months and for a small set of products with limited suppliers over the next few years. Sales of product to ChampionX under this agreement are recorded in product and equipment sales in the Corporate segment along with the related cost of sales. These transactions are removed from the consolidated results as part of the calculation of the impact of acquisitions and divestitures.

Comparability of Reportable Segments

Effective January 1, 2023, our former Downstream operating segment is now part of the Water operating segment. This change did not have any impact on the Global Industrial reportable segment.

Fixed Currency Foreign Exchange Rates

Management evaluates the sales and operating income performance of our non-U.S. dollar functional currency international operations based on fixed currency exchange rates, which eliminate the impact of exchange rate fluctuations on our international operations. Fixed currency amounts are updated annually at the beginning of each year based on translation into U.S. dollars at foreign currency exchange rates established by management, with all periods presented using such rates. Public currency rate data provided within the “Segment Performance” section of this MD&A reflect amounts translated at actual public average rates of exchange prevailing during the corresponding period and is provided for informational purposes only.

OVERVIEW OF THE FIRST QUARTER ENDED MARCH 31, 2023

Sales Performance

When comparing first quarter 2023 against first quarter 2022, sales performance was as follows:

●	Reported net sales increased 9% to $3,571.6 million and organic sales increased 13%.

●	Organic sales for our Global Industrial segment increased 12% to $1,699.3 million, led by double-digit growth in Water and Food & Beverage.

●	Organic sales for our Global Institutional & Specialty segment increased 14% to $1,126.6 million with double-digit growth in both Institutional and Specialty.

●	Organic sales for our Global Healthcare & Life Sciences segment increased 9% to $378.6 million driven by double-digit growth in Life Sciences and strong Healthcare sales growth.

●	Organic sales for Other increased 15% to $329.3 million reflecting double-digit growth in Pest Elimination, Textile Care and Colloidal Technologies.

Financial Performance

When comparing first quarter 2023 against first quarter 2022, our financial performance was as follows:

●	Reported operating income increased 38% to $351.6 million. Excluding the impact of special (gains) and charges from both 2023 and 2022 reported results, adjusted operating income increased 14%.

●	Net income attributable to Ecolab increased 36% to $233.4 million. Excluding the impact of special (gains) and charges and discrete tax items from both 2023 and 2022 reported results, our adjusted net income attributable to Ecolab increased 6%.

●	Reported diluted EPS increased 37% to $0.82. Excluding the impact of special (gains) and charges and discrete tax items from both 2023 and 2022 reported results, adjusted diluted EPS increased 7% to $0.88 in the first quarter of 2023.

●

Our reported tax rate was 18.0% during the first quarter of 2023, compared to 20.7% during the first quarter of 2022. Excluding the tax rate impact of special (gains) and charges and discrete tax items from both 2023 and 2022 results, our adjusted tax rate was 19.8% during the first quarter of 2023, compared to 19.5% during the first quarter of 2022.

RESULTS OF OPERATIONS

Net Sales


	First Quarter Ended
	March 31
(millions)	2023		2022		Change
Product and equipment sales		$2,876.3		$2,624.1
Service and lease sales		695.3		642.6
Reported GAAP net sales		$3,571.6		$3,266.7	9	%
Effect of foreign currency translation		(14.2)		(94.4)
Non-GAAP fixed currency sales		$3,557.4		$3,172.3	12	%
Effect of acquisitions and divestitures		(23.6)		(34.6)
Non-GAAP organic sales		$3,533.8		$3,137.7	13	%

Product and sold equipment revenue is generated from providing cleaning, sanitizing and water treatment products or selling equipment used in combination with specialized products. Service and lease equipment revenue is generated from providing services or leasing equipment to customers. All of our sales are subject to the same economic conditions.

The percentage components of the period-over-period 2023 sales change are shown below:


	First Quarter Ended
	March 31
(percent)	2023
Volume		(1)	%
Price changes		13
Organic sales change		13
Acquisitions and divestitures		-
Fixed currency sales change		12
Foreign currency translation		(2)
Reported GAAP net sales change		9	%

Amounts do not necessarily sum due to rounding.

Cost of Sales (“COS”) and Gross Profit Margin

First Quarter Ended

March 31

2023

2022

Gross

(millions/percent)

COS

Margin

COS

Margin

Product and equipment cost of sales

$1,798.3

$1,695.6

Service and lease cost of sales

406.9

377.8

Reported GAAP COS and gross margin

$2,205.2

38.3

$2,073.4

36.5

Special (gains) and charges

3.2

52.9

Non-GAAP adjusted COS and gross margin

$2,202.0

38.3

$2,020.5

38.1

Our COS and corresponding gross profit margin (“gross margin”) are shown in the table above. Gross margin is defined as net sales less cost of sales divided by net sales.

Our reported gross margin was 38.3% and 36.5% for the first quarter of 2023 and 2022, respectively. Special (gains) and charges included in items impacting cost of sales are shown within the “Special (Gains) and Charges” table below.

Excluding the impact of special (gains) and charges within COS, first quarter 2023 and 2022 adjusted gross margin was 38.3% and 38.1%, respectively.

Our adjusted gross margin increased when comparing the first quarter of 2023 against the first quarter of 2022, as strong pricing overcame continued significant increases in delivered product costs and unfavorable mix.

Selling, General and Administrative Expense

Selling, general and administrative (“SG&A”) expenses as a percentage of sales were 27.7% for the first quarter of 2023 compared to 28.0% for the first quarter of 2022. The SG&A ratio to sales in the first quarter of 2023 improved driven by increased productivity that more than offset investments in the business.

Special (Gains) and Charges

Special (gains) and charges reported on the Consolidated Statements of Income include the following items:


	First Quarter Ended
	March 31
(millions)	2023		2022
Cost of sales
Restructuring activities		$3.2		$2.6
Acquisition and integration activities		-		27.6
Russia/Ukraine		-		6.4
Other		-		16.3
Cost of sales subtotal		3.2		52.9

Special (gains) and charges
Restructuring activities		12.6		0.8
Acquisition and integration activities		5.0		7.5
Russia/Ukraine		0.3		11.6
Other		6.6		4.2
Special (gains) and charges subtotal		24.5		24.1

Total special (gains) and charges		$27.7		$77.0

For segment reporting purposes, special (gains) and charges are not allocated to reportable segments, which is consistent with our internal management reporting.

Restructuring activities

Further details related to our restructuring charges are included in Note 2.

Combined Program

In November 2022 we approved a Europe cost savings program. In connection with these actions, we expected to incur pre-tax charges of $130 million ($110 million after tax) or $0.38 per diluted share. In February 2023, we expanded our previously announced Europe cost savings program to focus on its Institutional and Healthcare businesses in other regions. In connection with the expanded program (“Combined Program”), we now expect to incur total pre-tax charges of $195 million ($150 million after tax) or $0.52 per diluted share. We expect that these restructuring charges will be completed by 2024. Program actions include headcount reductions from terminations, not filling certain open positions, and facility closures. The Combined Program charges are expected to be primarily cash expenditures related to severance and asset disposals.

In anticipation of this Combined Program, a limited number of actions were taken in the fourth quarter of 2022. As a result, we reclassified $19.3 million ($14.5 million after tax) or $0.05 per diluted share from other restructuring to the Combined Program in the first quarter of 2023.

During the first quarter of 2023 we recorded total restructuring charges of $13.4 million ($10.2 million after tax) or $0.04 per diluted share, primarily related to severance. The net liability related to the Combined Program was $56.3 million and $62.0 million as of March 31, 2023 and December 31, 2022, respectively. The remaining liability is expected to be paid over a period of a few months to several quarters and will continue to be funded from operating activities.

The Combined Program has delivered $35 million of cumulative cost savings with estimated annual cost savings of $175 million in continuing operations by 2024.

Institutional Advancement Program

We approved a restructuring plan in 2020 focused on the Institutional business (“the Institutional Plan”) which is intended to enhance our Institutional sales and service structure and allow the sales team to capture share and penetration while maximizing service effectiveness by leveraging our ongoing investments in digital technology. In February 2021, we expanded the Institutional Plan, and we expect that these restructuring charges will be completed in 2023, with total anticipated costs of $70 million ($55 million after tax) or $0.19 per diluted share. The remaining costs are expected to be primarily non-cash charges related to equipment disposals. Actual costs may vary from these estimates depending on actions taken.

In the first quarter of 2023, we recorded restructuring charges of $2.4 million ($1.8 million after tax) or less than $0.01 per diluted share, primarily related to disposals of equipment. We have recorded $56.5 million ($43.2 million after tax), or $0.15 per diluted share of cumulative restructuring charges under the Institutional Plan. Net cash payments were $2.4 million and non-cash net charges were $1.7 million for the first quarter of 2023. The liability related to the Institutional Plan was $0.2 million as of March 31, 2023.

The Institutional Plan has delivered $50 million of cumulative cost savings.

Accelerate 2020

During 2018, we formally commenced a restructuring plan Accelerate 2020 (“the A2020 Plan”), to leverage technology and system investments and organizational changes. The goals of the Plan were to further simplify and automate processes and tasks, reduce complexity and management layers, consolidate facilities and focus on key long-term growth areas by further leveraging technology and structural improvements. The restructuring activities were completed at the end of 2022, with total costs of $254 million ($198 million after tax), or $0.69 per diluted share.

Net cash payments were $4.1 million for the first quarter of 2023. The liability related to the Plan was $14.0 million as of the end of the first quarter of 2023. The remaining liability is expected to be paid over a period of a few months to several quarters which continue to be funded from operating activities.

The A2020 Plan has delivered $315 million of cumulative cost savings.

Other Restructuring Activities

During the first quarter of 2022, we incurred restructuring charges of $1.7 million ($1.3 million after tax), or $0.01 per diluted share related to other immaterial restructuring activity.

The restructuring liability balance for all other restructuring plans excluding the Combined Program, the A2020 Plan and the Institutional Plan were $3.7 million and $23.2 million as of March 31, 2023 and December 31, 2022, respectively. The decrease in liability was driven primarily by the reclass of $19.3 million from other restructuring to the Combined Program in the first quarter of 2023. Cash payments during the first quarter of 2023 related to all other restructuring plans excluding the Combined Program, the A2020 Plan and the Institutional Plan were $0.2 million.

Acquisition and integration related costs

Acquisition and integration costs reported in product and equipment cost of sales on the Consolidated Statements of Income in the first quarter of 2022 include $27.6 million ($21.4 million after tax) or $0.07 per diluted share and are primarily related to the recognition of fair value step-up in the Purolite inventory.

Acquisition and integration related costs reported in special (gains) and charges on the Consolidated Statements of Income include $5.0 million ($3.7 million after tax) or $0.01 per diluted share, and $7.5 million ($5.5 million after tax) or $0.02 per diluted share during the first quarter of 2023 and 2022, respectively. Charges are integration related costs primarily related to the Purolite acquisition.

Russia/Ukraine activities

In light of Russia’s invasion of Ukraine and the sanctions against Russia by the United States and other countries, we have made the determination that we will limit our Russian business to operations that are essential to life, providing minimal support for our healthcare, life sciences, food and beverage and certain water businesses. We incurred charges of $0.3 million ($0.3 million after tax) or less than $0.01 per diluted share and charges of $18.0 million ($19.0 million after tax) or $0.07 per diluted share in the first quarter an of 2023 and 2022, respectively, primarily related to recoverability risk of certain assets in both Russia and Ukraine.

Other operating activities

Other special charges recorded in the first quarter of 2023 and 2022 in product and equipment cost of sales and special (gains) and charges on the Consolidated Statements of Income were $6.6 million ($5.1 million after tax) or $0.02 per diluted share and $20.5 million ($15.3 million after tax) or $0.05 per diluted share, respectively, primarily related to certain legal charges and 2022 COVID-19 related inventory charges.

Operating Income and Operating Income Margin


	First Quarter Ended
	March 31
(millions)	2023			2022			Change
Reported GAAP operating income		$351.6			$254.5		38	%
Special (gains) and charges		27.7			77.0
Non-GAAP adjusted operating income		379.3			331.5		14	%
Effect of foreign currency translation		(2.7)			(16.0)
Non-GAAP adjusted fixed currency operating income		376.6			315.5		19	%
Effect of acquisitions and divestitures		(0.5)			-
Non-GAAP organic operating income		$376.1			$315.5		19	%

	First Quarter Ended
	March 31
(percent)	2023			2022
Reported GAAP operating income margin		9.8	%		7.8	%
Non-GAAP adjusted operating income margin		10.6	%		10.1	%
Non-GAAP adjusted fixed currency operating income margin		10.6	%		9.9	%
Non-GAAP organic operating income margin		10.6	%		10.1	%

Our operating income and corresponding operating income margin are shown in the previous tables. Operating income margin is defined as operating income divided by net sales.

Our reported operating income increased 38% in the first quarter of 2023 versus the comparable period of 2022. Our reported operating income for 2023 and 2022 was impacted by special (gains) and charges; excluding the impact of special (gains) and charges from 2023 and 2022 reported results, our adjusted operating income increased 14% in the first quarter of 2023.

As shown in the previous table, foreign currency had a 5 percentage point impact on adjusted operating income growth for the first quarter of 2023. Foreign currency had a 3 percentage points impact on adjusted operating income growth for the first quarter of 2022.

Other (Income) Expense


	First Quarter Ended
	March 31
(millions)	2023		2022		Change
Reported GAAP other (income) expense		($13.1)		($18.8)	(30)	%

Other income decreased to $13.1 million from $18.8 million in the first quarter of 2023 compared to the first quarter of 2022, respectively, driven by higher pension costs.

Interest Expense, Net


	First Quarter Ended
	March 31
(millions)	2023		2022		Change
Reported GAAP interest expense, net		$74.2		$53.0	40	%

Reported net interest expense was $74.2 million and $53.0 million in the first quarter of 2023 and 2022, respectively. The increase in interest expense reflected the impact from higher average interest rates on floating rate debt and the 2022 fourth quarter debt issuance.

Provision for Income Taxes

The following table provides a summary of our tax rate:


	First Quarter Ended
	March 31
(percent)	2023		2022
Reported GAAP tax rate	18.0	%	20.7	%
Tax rate impact of:
Special (gains) and charges	0.5		(0.9)
Discrete tax items	1.3		(0.3)
Non-GAAP adjusted tax rate	19.8	%	19.5	%

Our reported tax rate was 18.0% and 20.7% for the first quarter of 2023 and 2022, respectively. The change in our tax rate for the first quarter of 2023 versus the comparable period of 2022 was driven primarily by discrete tax items and special (gains) and charges. The change in our tax rate includes the tax impact of special (gains) and charges and discrete tax items, which have impacted the comparability of our historical reported tax rates, as amounts included in our special (gains) and charges are derived from tax jurisdictions with rates that vary from our tax rate, and discrete tax items are not necessarily consistent across periods. The tax impact of special (gains) and charges and discrete tax items will likely continue to impact comparability of our reported tax rate in the future.

We recognized net tax benefits related to discrete tax items of $4.0 million in the first quarter of 2023 primarily due to changes in uncertain tax positions, prior year return adjustments, repricing of deferred tax balances, and other changes in estimates.

We recognized net tax expenses related to discrete tax items of $1.0 million in the first quarter of 2022. This included share-based compensation excess tax benefits of $2.9 million. Additionally, we recognized discrete tax expense of $3.9 million primarily due to audit settlements, changes in uncertain tax positions, prior year return adjustments, repricing of deferred tax balances, and other changes in estimates.

Net Income Attributable to Ecolab


	First Quarter Ended
	March 31
(millions)	2023		2022		Change
Reported GAAP net income attributable to Ecolab		$233.4		$171.9	36	%
Adjustments:
Special (gains) and charges, after tax		21.1		63.6
Discrete tax net expense		(4.0)		1.0
Non-GAAP adjusted net income attributable to Ecolab		$250.5		$236.5	6	%

Diluted EPS


	First Quarter Ended
	March 31
(dollars)	2023		2022		Change
Reported GAAP diluted EPS		$0.82		$0.60	37	%
Adjustments:
Special (gains) and charges, after tax		0.07		0.22
Discrete tax net expense		(0.01)		-
Non-GAAP adjusted diluted EPS		$0.88		$0.82	7	%

Per share amounts in the above tables do not necessary sum due to rounding.

Currency translation had an unfavorable impact of approximately ($0.05) per share on diluted EPS for the first quarter of 2023, when compared to the comparable period of 2022.

SEGMENT PERFORMANCE

The non-U.S. dollar functional international amounts included within our reportable segments are based on translation into U.S. dollars at the fixed currency exchange rates used by management for 2023. The difference between the fixed currency exchange rates and the actual currency exchange rates is reported as “effect of foreign currency translation” in the following tables. All other accounting policies of the reportable segments are consistent with U.S. GAAP and the accounting policies described in Note 2 of our Annual Report on Form 10-K for the year ended December 31, 2022. Additional information about our reportable segments is included in Note 15.

Fixed currency net sales and operating income for the first quarter of 2023 and 2022 for our reportable segments are shown in the following tables:


Net Sales	First Quarter Ended
	March 31
(millions)	2023		2022		Change
Global Industrial		$1,699.3		$1,511.4	12	%
Global Institutional & Specialty		1,126.6		991.3	14
Global Healthcare & Life Sciences		378.6		348.2	9
Other		329.3		286.8	15
Corporate		23.6		34.6	(32)
Subtotal at fixed currency		3,557.4		3,172.3	12
Effect of foreign currency translation		14.2		94.4
Consolidated reported GAAP net sales		$3,571.6		$3,266.7	9	%

Operating Income	First Quarter Ended
	March 31
(millions)	2023		2022		Change
Global Industrial		$215.6		$179.9	20	%
Global Institutional & Specialty		125.7		108.6	16
Global Healthcare & Life Sciences		35.0		41.9	(16)
Other		50.1		37.1	35
Corporate		(77.4)		(129.0)	(40)
Subtotal at fixed currency		349.0		238.5	46
Effect of foreign currency translation		2.6		16.0
Consolidated reported GAAP operating income		$351.6		$254.5	38	%

The following tables reconcile the impact of acquisitions and divestitures within our reportable segments:


	First Quarter Ended
	March 31
Net Sales	2023			2022
(millions)	Fixed Currency	Impact of Acquisitions and Divestitures	Acquisition Adjusted	Fixed Currency	Impact of Acquisitions and Divestitures	Acquisition Adjusted
Global Industrial	$1,699.3	$-	$1,699.3	$1,511.4	$-	$1,511.4
Global Institutional & Specialty	1,126.6	-	1,126.6	991.3	-	991.3
Global Healthcare & Life Sciences	378.6	-	378.6	348.2	-	348.2
Other	329.3	-	329.3	286.8	-	286.8
Corporate	23.6	(23.6)	-	34.6	(34.6)	-
Subtotal at fixed currency	3,557.4	(23.6)	3,533.8	3,172.3	(34.6)	3,137.7
Effect of foreign currency translation	14.2			94.4
Consolidated reported GAAP net sales	$3,571.6			$3,266.7

Operating Income	2023			2022
(millions)	Fixed Currency	Impact of Acquisitions and Divestitures	Acquisition Adjusted	Fixed Currency	Impact of Acquisitions and Divestitures	Acquisition Adjusted
Global Industrial	$215.6	$-	$215.6	$179.9	$-	$179.9
Global Institutional & Specialty	125.7	-	125.7	108.6	-	108.6
Global Healthcare & Life Sciences	35.0	-	35.0	41.9	-	41.9
Other	50.1	-	50.1	37.1	-	37.1
Corporate	(49.8)	(0.5)	(50.3)	(52.0)	-	(52.0)
Non-GAAP adjusted fixed currency operating income	376.6	(0.5)	376.1	315.5	-	315.5
Special (gains) and charges at fixed currency rates	27.6			77.0
Subtotal at fixed currency	349.0			238.5
Effect of foreign currency translation	2.6			16.0
Consolidated reported GAAP operating income	$351.6			$254.5

Unless otherwise noted, the following segment performance commentary compares the first quarter of 2023 against the first quarter of 2022.

Global Industrial


	First Quarter Ended
	March 31
	2023			2022
Sales at fixed currency (millions)		$1,699.3			$1,511.4
Sales at public currency (millions)		1,709.4			1,565.7

Volume		(3)	%
Price changes		15	%
Organic sales change		12	%
Acquisitions and divestitures		-	%
Fixed currency sales change		12	%
Foreign currency translation		(3)	%
Public currency sales change		9	%

Operating income at fixed currency (millions)		$215.6			$179.9
Operating income at public currency (millions)		217.7			191.1

Fixed currency operating income change		20	%
Fixed currency operating income margin		12.7	%		11.9	%
Organic operating income change		20	%
Organic operating income margin		12.7	%		11.9	%
Public currency operating income change		14	%

Percentages in the above table do not necessarily sum due to rounding.

Net Sales

Organic sales for Global Industrial increased in the first quarter of 2023, led by double-digit growth in Water and Food & Beverage.

Water organic sales increased 14% in the first quarter of 2023, driven by strong pricing and new business wins. Light industry water treatment sales reported double-digit sales growth driven by very strong performance across data centers, microelectronics, and food & beverage. Heavy industry recorded double-digit sales growth across power, primary metals and chemicals. Downstream industry reported strong sales growth led by strong water treatment program sales. Food & Beverage organic sales increased 14% in the first quarter of 2023 reflecting strong pricing and new business wins. Paper organic sales increased 6% in the first quarter of 2023 driven by solid sales growth as strong pricing and new business wins more than offset continued easing in customer production levels.

Operating Income

Organic operating income and organic operating income margins increased for Global Industrial in the first quarter of 2023.

Organic operating income margins increased 0.8 percentage points during the first quarter of 2023, as the 11.5 percentage point positive impacts of strong pricing overcame the 11.2 percentage point negative impacts of higher delivered product costs, lower volume and investments in the business.

Global Institutional & Specialty


	First Quarter Ended
	March 31
	2023			2022
Sales at fixed currency (millions)		$1,126.6			$991.3
Sales at public currency (millions)		1,128.8			1,009.4

Volume		1	%
Price changes		13	%
Organic sales change		14	%
Acquisitions and divestitures		-	%
Fixed currency sales change		14	%
Foreign currency translation		(2)	%
Public currency sales change		12	%

Operating income at fixed currency (millions)		$125.7			$108.6
Operating income at public currency (millions)		125.9			110.9

Fixed currency operating income change		16	%
Fixed currency operating income margin		11.2	%		11.0	%
Organic operating income change		16	%
Organic operating income margin		11.2	%		11.0	%
Public currency operating income change		14	%

Percentages in the above table do not necessarily sum due to rounding.

Net Sales

Organic sales for Global Institutional & Specialty increased in the first quarter of 2023, with double-digit growth in both the Institutional and Specialty divisions.

At an operating segment level, Institutional organic sales increased 14% in the first quarter of 2023 driven by pricing and new business wins. Specialty organic sales increased 12% in the first quarter of 2023 driven by strong quick service sales, which more than offset softer food retail sales.

Operating Income

Organic operating income and organic operating income margin increased in the first quarter of 2023 for our Global Institutional & Specialty segment.

Organic operating income margins increased 0.2 percentage points during the first quarter of 2023, as the 8.0 percentage point positive impacts from strong pricing overcame 6.9 percentage point negative impacts from investments in the business, higher delivered product cost and unfavorable mix.

Global Healthcare & Life Sciences


	First Quarter Ended
	March 31
	2023			2022
Sales at fixed currency (millions)		$378.6			$348.2
Sales at public currency (millions)		379.7			362.8

Volume		(2)	%
Price changes		10	%
Organic sales change		9	%
Acquisitions and divestitures		-	%
Fixed currency sales change		9	%
Foreign currency translation		(4)	%
Public currency sales change		5	%

Operating income at fixed currency (millions)		$35.0			$41.9
Operating income at public currency (millions)		35.2			44.3

Fixed currency operating income change		(16)	%
Fixed currency operating income margin		9.2	%		12.0	%
Organic operating income change		(16)	%
Organic operating income margin		9.2	%		12.0	%
Public currency operating income change		(21)	%

Percentages in the above table do not necessarily sum due to rounding.

Net Sales

Organic sales for Global Healthcare & Life Sciences increased in the first quarter of 2023 driven by double-digit growth in Life Sciences and strong Healthcare sales growth.

At an operating segment level, Healthcare organic sales increased 7% in the first quarter of 2023 reflecting accelerating pricing and continued growth in surgical programs. Life Sciences organic sales increased 10% in the first quarter of 2023 driven by strong pricing, gains in consumable cleaning and disinfection program sales, as well as robust growth in Purolite’s water purification technologies and bioprocessing sales.

Operating Income

Organic operating income and organic operating income margins decreased for our Global Healthcare & Life Sciences segment in the first quarter of 2023.

Organic operating income margins decreased 2.8 percentage points during the first quarter of 2023, as the 7.6 percentage point positive impacts from strong pricing was more than offset by the 10.7 percentage point negative impact from lower volume, targeted investments in the business and higher delivered product cost.

Other


	First Quarter Ended
	March 31
	2023			2022
Sales at fixed currency (millions)		$329.3			$286.8
Sales at public currency (millions)		330.0			294.0

Volume		4	%
Price changes		11	%
Organic sales change		15	%
Acquisitions and divestitures		-	%
Fixed currency sales change		15	%
Foreign currency translation		(2)	%
Public currency sales change		12	%

Operating income at fixed currency (millions)		$50.1			$37.1
Operating income at public currency (millions)		50.2			37.9

Fixed currency operating income change		35	%
Fixed currency operating income margin		15.2	%		12.9	%
Organic operating income change		35	%
Organic operating income margin		15.2	%		12.9	%
Public currency operating income change		32	%

Percentages in the above table do not necessarily sum due to rounding.

Net Sales

Organic sales for Other increased in the first quarter of 2023 reflecting double-digit growth across all divisions.

At an operating segment level, Pest Elimination organic sales increased 13% in the first quarter of 2023 reflecting strong pricing and continued new business wins. Textile Care organic sales increased 17% in the first quarter of 2023. Colloidal Technologies Group organic sales increased 21% in the first quarter of 2023.

Operating Income

Organic operating income and organic operating income margins increased for Other in the first quarter of 2023.

Organic operating income margins increased 2.3 percentage points during the first quarter of 2023, as the 8.8 percentage point positive impact from strong pricing overcame the 6.8 percentage point negative impact of investments in the business, higher delivered product cost and unfavorable mix.

Corporate

Consistent with our internal management reporting, Corporate amounts in the table on page 35 include sales to ChampionX in accordance with the long-term supply agreement entered into with the Transaction post-separation, as discussed in Note 14, intangible asset amortization specifically from the Nalco and Purolite transactions and special (gains) and charges that are not allocated to our reportable segments. Items included within special (gains) and charges are shown in the table on page 31.

FINANCIAL POSITION, CASH FLOWS AND LIQUIDITY

Financial Position

Total assets were $21.3 billion as of March 31, 2023, compared to total assets of $21.5 billion as of December 31, 2022.

Total liabilities were $13.9 billion as of March 31, 2023, compared to total liabilities of $14.2 billion as of December 31, 2022. Total debt was $8.6 billion as of March 31, 2023 and $8.6 billion as of December 31, 2022. See further discussion of our debt activity within the “Liquidity and Capital Resources” section of this MD&A.

Our net debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”) is shown in the following table. EBITDA is a non-GAAP measure discussed further in the “Non-GAAP Financial Measures” section of this MD&A.

The inputs to EBITDA reflect the trailing twelve months of activity for the period presented:


	March 31, 2023		December 31, 2022
(ratio)
Net debt to EBITDA		3.1		3.2

(millions)
Total debt		$8,639.8		$8,580.4
Cash		419.4		598.6
Net debt		$8,220.4		$7,981.8

Net income including noncontrolling interest		$1,172.3		$1,108.9
Provision for income taxes		241.3		234.5
Interest expense, net		264.8		243.6
Depreciation		622.0		618.5
Amortization		316.3		320.2
EBITDA		$2,616.7		$2,525.7

Cash Flows

Operating Activities

First Quarter Ended

March 31

(millions)

2023

2022

Change

Cash provided by operating activities

$198.2

$170.1

$28.1

We continue to generate cash flow from operations, allowing us to fund our ongoing operations, acquisitions, investments in the business and pension obligations along with returning cash to our shareholders through dividend payments and share repurchases. Cash provided by operating activities increased $28 million in the first quarter of 2023 compared to the first quarter of 2022, driven primarily by a $63 million increase in net income partially offset by $58 million net unfavorable change in working capital. The cash flow impact from working capital was primarily driven by decrease in accounts payable, partially offset by improvement in receivables and inventory.

Investing Activities

First Quarter Ended

March 31

(millions)

2023

2022

Change

Cash used for investing activities

($189.4)

($129.2)

($60.2)

Cash used for investing activities is primarily impacted by capital investments in the business.

We continue to make capital investments in the business, including merchandising equipment, manufacturing equipment and facilities. Total capital expenditures were $174 million and $149 million in the first quarter of 2023 and 2022, respectively.

Financing Activities

First Quarter Ended

March 31

(millions)

2023

2022

Change

Cash used for financing activities

($166.4)

($305.3)

$138.9

Our cash flows from financing activities primarily reflect the issuances and repayment of debt, common stock repurchases, proceeds from common stock issuances related to our equity incentive programs and dividend payments.

We had net issuances of commercial paper and notes payable of $6 million and $82 million in the first quarter of 2023 and 2022, respectively.

Shares are repurchased for the purpose of partially offsetting the dilutive effect of our equity compensation plans, to manage our capital structure and to efficiently return capital to shareholders. We reacquired a total of $11 million and $262 million of shares in the first quarter of 2023 and 2022, respectively. Cash proceeds and tax benefits from stock option exercises provide a portion of the funding for repurchase activity.

There was no long-term debt issuance or repayment activity through the first quarter of 2023 or 2022.

We paid dividends of $158 million and $154 million in the first three months of 2023 and 2022, respectively.

Liquidity and Capital Resources

We currently expect to fund the cash requirements which are reasonably foreseeable for the next twelve months, including scheduled debt repayments, new investments in the business, share repurchases, dividend payments, possible business acquisitions and pension and postretirement contributions with cash from operating activities, and as needed, additional short-term and/or long-term borrowings. We continue to expect our operating cash flow to remain strong.

As of March 31, 2023, we had $419 million of cash and cash equivalents on hand, of which $71 million was held outside of the U.S. We will continue to evaluate our cash position in light of future developments.

As of March 31, 2023, we have a $2.0 billion multi-year credit facility which expires in April 2026. The credit facility has been established with a diverse syndicate of banks and supports our U.S. and Euro commercial paper programs. The maximum aggregate amount of commercial paper that may be issued under our U.S. commercial paper program and our Euro commercial paper program may not exceed $2.0 billion. At the end of the first quarter of 2023, we had no outstanding commercial paper under our U.S. program nor our Euro program. There were no borrowings under our credit facility as of March 31, 2023 or 2022. As of March 31, 2023, both programs were rated A-2 by Standard & Poor’s, P-2 by Moody’s and F-1 by Fitch.

There was no long-term debt issuance or repayment activity through the first quarter of 2023.

We are in compliance with our debt covenants and other requirements of our credit agreements and indentures. We believe we have sufficient borrowing capacity to meet our foreseeable operating activities, as needed.

The schedule of contractual obligations included in the Financial Position and Liquidity section of our Form 10-K for the year ended December 31, 2022 disclosed total notes payable and long-term debt due within one year of $505 million. As of March 31, 2023, the total notes payable and long-term debt due within one year was $1.1 billion. We had no outstanding commercial paper under our U.S. program as of March 31, 2023 and as of December 31, 2022.

Our gross liability for uncertain tax positions was $24 million as of March 31, 2023 and $25 million as of December 31, 2022. We are not able to reasonably estimate the amount by which the liability will increase or decrease over time; however, at this time, we do not expect significant payments related to these obligations within the next year.

GLOBAL ECONOMIC ENVIRONMENT

Global Economies

Approximately half of our sales are outside of the U.S. Our international operations subject us to changes in economic conditions and foreign currency exchange rates as well as political uncertainty in some countries which could impact future operating results. We expect a more challenging macroeconomic environment, especially in Europe, as the war and the energy crisis are having a significant impact on costs and demand. We also assume continued high delivered product costs and unfavorable currency translation and interest rate impacts that persist well into 2023.

Argentina and Turkey are classified as highly inflationary economies in accordance with U.S. GAAP, and the U.S. dollar is the functional currency for our subsidiaries in Argentina and Turkey. During the first quarter of 2023, sales in Argentina represented less than 1% of our consolidated sales. Assets held in Argentina at the end of the first quarter of 2023 represented less than 1% of our consolidated assets. During the first quarter of 2023, sales in Turkey represented less than 1% of our consolidated sales. Assets held in Turkey at the end of the first quarter of 2023 represented less than 1% of our consolidated assets.

In light of Russia’s invasion of Ukraine and the sanctions against Russia by the United States and other countries, we have made the determination that we will limit our Russian business to operations that are essential to life, providing minimal support for our healthcare, life sciences, food and beverage and certain water businesses. We may further narrow our presence in Russia depending on future developments. During the first quarter of 2023, our Russian and Ukraine operations represented approximately 1% of our 2023 consolidated net sales.

NEW ACCOUNTING PRONOUNCEMENTS

For information on new accounting pronouncements, refer to Note 17 to the Consolidated Financial Statements.

NON-GAAP FINANCIAL MEASURES

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in Item 2, contains financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. (GAAP). These non-GAAP measures include:

●

Fixed currency sales

●

Organic sales, formerly known as acquisition adjusted fixed currency sales

●

Adjusted cost of sales

●

Adjusted gross margin

●

Fixed currency operating income

●

Fixed currency operating income margin

●

Adjusted operating income

●

Adjusted operating income margin

●

Adjusted fixed currency operating income

●

Adjusted fixed currency operating income margin

●

Organic operating income, formerly known as acquisition adjusted fixed currency operating income

●

Organic operating income margin, formerly known as acquisition adjusted fixed currency operating income margin

●

EBITDA

●

Adjusted tax rate

●

Adjusted net income attributable to Ecolab

●

Adjusted diluted EPS

We provide these measures as additional information regarding our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to incentive compensation. We believe that our presentation of these measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparison of results.

Our non-GAAP financial measures for adjusted cost of sales, adjusted gross margin and adjusted operating income exclude the impact of special (gains) and charges and our non-GAAP financial measures for adjusted tax rate, adjusted net income attributable to Ecolab and adjusted diluted earnings per share further exclude the impact of discrete tax items. We include items within special (gains) and charges and discrete tax items that we believe can significantly affect the period-over-period assessment of operating results and not necessarily reflect costs and/or income associated with historical trends and future results. After tax special (gains) and charges are derived by applying the applicable local jurisdictional tax rate to the corresponding pre-tax special (gains) and charges.

EBITDA is defined as the sum of net income including noncontrolling interest, provision for income taxes, net interest expense, depreciation and amortization. EBITDA is used in our net debt to EBITDA ratio, which we view as important indicators of the operational and financial health of our organization.

We evaluate the performance of our international operations based on fixed currency rates of foreign exchange. Fixed currency amounts included in this Form 10-Q are based on translation into U.S. dollars at the fixed foreign currency exchange rates established by management at the beginning of 2023. We also provide our segment results based on public currency rates for informational purposes.

Our reportable segments do not include the impact of intangible asset amortization from the Nalco and Purolite transactions or the impact of special (gains) and charges as these are not allocated our reportable segments.

These non-GAAP measures are not in accordance with, or an alternative to U.S. GAAP, and may be different from non-GAAP measures used by other companies. Investors should not rely on any single financial measure when evaluating our business. We recommend that investors view these measures in conjunction with the U.S. GAAP measures included in this MD&A and we have provided reconciliations of reported U.S. GAAP amounts to the non-GAAP amounts.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include our business performance and prospects; expectations concerning timing, amount and type of restructuring costs and savings from restructuring activities; macroeconomic environment, delivered product cost inflation, currency translation, and interest rates; Russian operations; working capital; capital investments, acquisitions and share repurchases; amortization expense; non-performance of financial counterparties; payments and contributions to pension and postretirement health care benefit plans; the impact of lawsuits, claims and environmental matters; impact of new accounting pronouncements and tax laws; cash flows, borrowing capacity and funding of cash requirements; payments related to uncertain tax positions; and implementation of ERP system upgrade.

Without limiting the foregoing, words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “we believe,” “we expect,” “estimate,” “project” (including the negative or variations thereof) or similar terminology, generally identify forward-looking statements. Forward-looking statements may also represent challenging goals for us. These statements, which represent our expectations or beliefs concerning various future events, are based on current expectations that involve a number of risks and uncertainties that could cause actual results to differ materially from those of such forward-looking statements. In particular, the ultimate results of any restructuring or efficiency initiative, integration and business improvement actions, including cost synergies, depend on a number of factors, including the development of final plans, the impact of local regulatory requirements regarding employee terminations, the time necessary to develop and implement the restructuring or efficiency initiative and other business improvement initiatives and the level of success achieved through such actions in improving competitiveness, efficiency and effectiveness. We caution that undue reliance should not be placed on such forward-looking statements, which speak only as of the date made.

Some of the factors which could cause results to differ materially from those expressed in any forward-looking statements are set forth under Item 1A of our most recent Form 10-K and our other public filings with the Securities and Exchange Commission (the "SEC"), and include the impact of economic factors such as the worldwide economy, capital flows, interest rates, foreign currency risk, reduced sales and earnings in our international operations resulting from the weakening of local currencies versus the U.S. dollar, demand uncertainty, supply chain challenges and inflation; the vitality of the markets we serve; exposure to global economic, political and legal risks related to our international operations, including geopolitical instability, the impact of sanctions or other actions taken by the U.S. or other countries, and retaliatory measures taken by Russia in response, in connection with the conflict in Ukraine; difficulty in procuring raw materials or fluctuations in raw material costs; our ability to attract, retain and develop high caliber management talent to lead our business and successfully execute organizational change and changing labor market dynamics; information technology infrastructure failures or breaches in data security; the effects and duration of the COVID-19 pandemic or other public health outbreaks, epidemics or pandemics; our ability to acquire complementary businesses and to effectively integrate such businesses, including Purolite; our ability to execute key business initiatives, including restructurings and our Enterprise Resource Planning system upgrades; our ability to successfully compete with respect to value, innovation and customer support; pressure on operations from consolidation of customers or vendors; restraints on pricing flexibility due to contractual obligations and our ability to meet our contractual commitments; the costs and effects of complying with laws and regulations, including those relating to the environment, climate change standards, and to the manufacture, storage, distribution, sale and use of our products, as well as to the conduct of our business generally, including labor and employment and anti-corruption; potential chemical spill or release; our commitments, goals, targets, objectives and initiatives related to sustainability; potential to incur significant tax liabilities or indemnification liabilities relating to the separation and split-off of our ChampionX business; the occurrence of litigation or claims, including class action lawsuits; the loss or insolvency of a major customer or distributor; repeated or

prolonged government and/or business shutdowns or similar events; acts of war or terrorism; natural or man-made disasters; water shortages; severe weather conditions; changes in tax laws and unanticipated tax liabilities; potential loss of deferred tax assets; our indebtedness, and any failure to comply with covenants that apply to our indebtedness; potential losses arising from the impairment of goodwill or other assets; and other uncertainties or risks reported from time to time in our reports to the SEC. There can be no assurances that our earnings levels will meet investors’ expectations. Except as may be required under applicable law, we do not undertake, and expressly disclaim, any duty to update our Forward-Looking Statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We use foreign currency forward contracts, interest rate swap agreements and foreign currency debt to manage risks associated with foreign currency exchange rates, interest rates and net investments in our foreign operations. We do not hold derivative financial instruments of a speculative nature or for trading purposes. For a more detailed discussion of derivative instruments, refer to Note 8, entitled “Derivatives and Hedging Transactions”, of the consolidated financial statements located under Part I, Item 1 of this quarterly report on Form 10-Q.

Item 4. Controls and Procedures

As of March 31, 2023, we carried out an evaluation, under the supervision and with the participation of our management, including our Chairman and Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our Chairman and Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective.

During the period January 1, 2023 through March 31, 2023 there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are continuing our implementation of our enterprise resource planning (“ERP”) system upgrades, which are expected to occur in phases over the next several years. These upgrades, which include supply chain and certain finance functions, are expected to improve the efficiency of certain financial and related transactional processes. These upgrades of the ERP systems will affect the processes that constitute our internal control over financial reporting and will require testing for effectiveness.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Note 16, entitled “Commitments and Contingencies” located under Part I, Item 1 of this Form 10-Q is incorporated herein by reference.

Item 1A. Risk Factors

In our report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on February 24, 2023, we identify under Item 1A important factors which could affect our financial performance and could cause our actual results for future periods to differ materially from our anticipated results or other expectations, including those expressed in any forward-looking statements made in this Form 10-Q. See the section entitled Forward-Looking Statements located on page 44 of this Form 10-Q. We may also refer to such disclosure to identify factors that may cause results to differ from those expressed in other forward-looking statements made in oral presentations, including telephone conferences and/or webcasts open to the public.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


						Number of shares		Maximum number of
	Total					purchased as part		shares that may
	number of		Average price			of publicly		yet be purchased
	shares		paid per			announced plans		under the plans
Period	purchased	⁽¹⁾	share		⁽²⁾	or programs	⁽³⁾	or programs	⁽³⁾
January 1-31, 2023	-		$	-		-		12,917,097
February 1-28, 2023	66,862			158.8828		-		12,917,097
March 1-31, 2023	-			-		-		12,917,097
Total	66,862		$	158.8828		-		12,917,097

(1)	Includes 66,862 shares reacquired from employees and/or directors as swaps for the cost of stock options, or shares surrendered to satisfy minimum statutory tax obligations under our stock incentive plans.

(2)	The average price paid per share includes brokerage commissions associated with publicly announced plan purchases plus the value of such other reacquired shares.

(3)

As announced on February 24, 2015, our Board of Directors authorized the repurchase of up to 20,000,000 common shares. As announced on November 3, 2022, our Board of Directors authorized the repurchase of up to an additional 10,000,000 shares. Subject to market conditions, we expect to repurchase all shares under these authorizations, for which no expiration date has been established, in open market or privately negotiated transactions, including pursuant to Rule 10b5-1 and accelerated share repurchase program.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits


Exhibit No.	Document	Method of Filing

(a)	The following documents are filed as exhibits to this report:

(10.1)	First Amendment, dated as of March 17, 2023, to the Third Amended and Restated Multicurrency Credit Agreement dated as of April 16, 2021, among Ecolab Inc., the banks from time to time party thereto and Bank of America, N.A., as Agent.	Filed herewith electronically.

(10.2)	Offer letter relating to employment of Lanesha Minnix dated April 19, 2022, and accompanying signing bonus payback agreement, sign on bonus repayment agreement and relocation repayment agreement referenced therein.	Filed herewith electronically.

(10.3)	Nalco Company Supplemental Retirement Income Plan, as Amended and Restated effective as of December 31, 2012.	Filed herewith electronically.

(10.4)	Nalco Company Supplemental Profit Sharing Plan, as Amended and Restated effective as of December 31, 2012.	Filed herewith electronically.

(10.5)	Death Benefit Agreement between Nalco Company and Laurie M. Marsh effective as of December 17, 2009.	Filed herewith electronically.

(15.1)	Letter regarding unaudited interim financial information.	Filed herewith electronically.

(31.1)	Rule 13a - 14(a) CEO Certification.	Filed herewith electronically.

(31.2)	Rule 13a - 14(a) CFO Certification.	Filed herewith electronically.

(32.1)	Section 1350 CEO and CFO Certifications.	Filed herewith electronically.

(101.INS)	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.	Filed herewith electronically.

(101.SCH)	Inline XBRL Taxonomy Extension Schema.	Filed herewith electronically.

(101.CAL)	Inline XBRL Taxonomy Extension Calculation Linkbase.	Filed herewith electronically.

(101.DEF)	Inline XBRL Taxonomy Extension Definition Linkbase.	Filed herewith electronically.

(101.LAB)	Inline XBRL Taxonomy Extension Label Linkbase.	Filed herewith electronically.

(101.PRE)	Inline XBRL Taxonomy Extension Presentation Linkbase.	Filed herewith electronically.

(104)	Cover Page Interactive Data File.	Formatted as Inline XBRL and contained in Exhibit 101.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.


	ECOLAB INC.


Date: May 4, 2023	By:	/s/ Jennifer J. Bradway

		Jennifer J. Bradway
		Senior Vice President and Corporate Controller
		(duly authorized officer and
		Chief Accounting Officer)

Exhibit (10.1)

Execution Version

First Amendment (this “First Amendment”), dated as of March 17, 2023, to the Third Amended and Restated Multicurrency Credit Agreement dated as of April 16, 2021 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”), among ECOLAB INC., a Delaware corporation (the “Company”), the banks from time to time party thereto and BANK OF AMERICA, N.A., as Agent (in such capacity, the “Agent”).

WHEREAS, the Company has requested an amendment to the Existing Credit Agreement that would effect the modifications to the Existing Credit Agreement set forth herein, and each Bank party hereto consents to this First Amendment; and

WHEREAS, this First Amendment includes amendments of the Existing Credit Agreement that are subject to the approval of all of the Banks, and that will become effective on the First Amendment Effective Date (as defined below) on the terms and subject to the conditions set forth herein;

Accordingly, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Existing Credit Agreement as amended hereby (the “Amended Credit Agreement”).

SECTION 2. [Reserved].

SECTION 3. Amendments to the Credit Agreement. Each of the parties hereto agrees that, effective on the First Amendment Effective Date, the Existing Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Amended Credit Agreement attached as Exhibit A hereto. All schedules and exhibits to the Existing Credit Agreement (other than Exhibits B-1 and B-4), in the forms thereof in effect immediately prior to the First Amendment Effective Date, will continue to be schedules and exhibits to the Amended Credit Agreement and Exhibits B-1 and B-4 of the Existing Credit Agreement are hereby amended and restated in their entirety as set forth as Exhibit B hereto.

SECTION 4. [Reserved].

SECTION 5. Representations and Warranties. To induce the other parties hereto to enter into this First Amendment, each Loan Party represents and warrants to each other party hereto, on and as of the First Amendment Effective Date, that the following statements are true and correct:

(a)The execution, delivery and performance by the Company of this First Amendment is within the Company’s corporate powers, has been duly authorized by all necessary corporate action, and do not contravene (i) the Company’s restated certificate of incorporation or by-laws or (ii)(a) any law or (b) any material contractual restriction binding on the Company; except, in the case of clause (ii), where such contravention would not reasonably be expected to result in a Material Adverse Effect.

(b)The representations and warranties contained in Section 4.01 (other than subsection (p) thereof) are true and correct in all material respects (except that any representation and warranty that is

qualified as to materiality shall be true and correct in all respects) on and as of the First Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and except that for purposes of this Section 5(b), the representations and warranties contained in Sections 4.01(e) shall be deemed to refer to the then-most recent statements furnished pursuant to Sections 5.01(b)(i) and (ii), respectively.

(c)As of the First Amendment Effective Date, after giving effect to this First Amendment, no Default has occurred, is continuing or would result from the consummation of the transactions contemplated hereby.

SECTION 6. First Amendment Effective Date.

(a)This First Amendment shall become effective as of the date hereof (the “First Amendment Effective Date”) upon the satisfaction of the following conditions:

(i)the Agent shall have received counterparty signature pages of this First Amendment from each of the Borrower and each Bank;

(ii)the Agent shall have received a certificate signed by a Responsible Officer of the Company certifying that the conditions specified in Sections 5(b) and (c) have been satisfied;

(iii)The Company shall have paid all fees, charges and disbursements of Davis Polk & Wardwell LLP in connection with the transactions contemplated hereby to the extent invoiced at least one (1) Business Day prior to the First Amendment Effective Date;

(iv)The Loan Parties shall have provided the documentation and other information to the Agent and Banks that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent the Company shall have received written requests therefor at least five (5) Business Days prior to the First Amendment Effective Date; and

(b)Without limiting the generality of the provisions of Section 9.01 of the Amended Credit Agreement, for purposes of determining compliance with the conditions specified in Section 6(a) hereof, each Bank that has signed this First Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Agent shall have received notice from such Bank prior to the First Amendment Effective Date specifying its objection thereto.

(c)The Agent shall promptly notify the Company and the Banks of the First Amendment Effective Date.

SECTION 7. Conversion to SOFR Borrowings; Breakage

(a)Each of the parties hereto agrees that all outstanding Revolving Advances that are Eurocurrency Advances (as defined in the Existing Credit Agreement) denominated in Dollars shall continue to bear interest by reference to LIBOR until the end of their current Interest Period. After giving

effect to the conversion from LIBOR to Term SOFR pursuant to this First Amendment, such Loans shall be converted to SOFR Advances with a one (1) month Interest Period commencing on the date of expiration of the current Interest Period for such outstanding Eurocurrency Advances. Each Bank hereby waives, solely in connection with the conversion from LIBOR to Term SOFR pursuant to this First Amendment, the applicability of Section 9.04(b) of the Amended Credit Agreement.

SECTION 8. Effect of Amendment.

(a)Except as expressly set forth herein, this First Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Banks or Agents under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Except as expressly set forth herein, nothing herein shall be deemed a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances.

(b)The parties hereto acknowledge and agree that this First Amendment and the other Loan Documents executed and delivered in connection with this First Amendment do not constitute a novation or termination of any of the Obligations.

(c)From and after the First Amendment Effective Date, each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Amended Credit Agreement in any other Loan Document shall be deemed a reference to the Credit Agreement as amended hereby. This First Amendment shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents.

SECTION 9. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 10. Costs and Expenses. The Borrower agrees to reimburse the Agent for its actual and reasonable costs and expenses in connection with this First Amendment to the extent required pursuant to Section 9.04 of the Amended Credit Agreement.

SECTION 11. Counterparts; Effectiveness. This First Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This First Amendment and any Agreement Communications may be in the form of an Electronic Record and may be executed using Electronic Signatures. All Agreement Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record to the extent and as provided for in any applicable law.

SECTION 12. Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

	ECOLAB INC.,
	as Borrower

	By:	/s/ Catherine Loh
		Name: Catherine Loh
		Title: Vice President and Treasurer

[Signature Page to First Amendment]


	BANK OF AMERICA, N.A.,
	as Bank and Agent

	By:	/s/ Bettina Buss
		Name: Bettina Buss
		Title: Vice President


	CITIBANK, N.A.,
	as Bank

	By:	/s/ Brian Reed
		Name: Brian Reed
		Title: Vice President

	JPMORGAN CHASE BANK, N.A.,
	as Bank and an Issuing Bank

	By:	/s/ Charles Shaw
		Name: Charles Shaw
		Title: Vice President

	MUFG BANK, LTD.,
	as Bank

	By:	/s/ Jorge Georgalos
		Name: Jorge Georgalos
		Title: Director

	BARCLAYS BANK, PLC,
	as Bank

	By:	/s/ Warren Veech III
		Name: Warren Veech III
		Title: Vice President

	CREDIT SUISSE AG, NEW YORK BRANCH,
	as Bank

	By:	/s/ Doreen Barr
		Name: Doreen Barr
		Title: Authorized Signatory

	By:	/s/ Michael Dieffenbacher
		Name: Michael Dieffenbacher
		Title: Authorized Signatory

[Signature Page to First Amendment]


	Goldman Sachs Bank USA,
	as Bank

	By:	/s/ Keshia Leday
		Name: Keshia Leday
		Title: Authorized Signatory

	MIZUHO BANK, LTD.,
	as Bank

	By:	/s/ Donna DeMagistris
		Name: Donna DeMagistris
		Title: Executive Director

	Sumitomo Mitsui Banking Corporation,
	as Bank

	By:	/s/ Jun Ashley
		Name: Jun Ashley
		Title: Director

	U.S. BANK NATIONAL ASSOCIATION,
	as Bank

	By:	/s/ Edward B. Hanson
		Name: Edward B. Hanson
		Title: Senior Vice President

	WELLS FARGO BANK, N.A.,
	as a Bank

	By:	/s/ Daniel K. Kinasz
		Name: Daniel K. Kinasz
		Title: Vice President

	The Northern Trust Company,
	as Bank

	By:	/s/ Jack Stibich
		Name: Jack Stibich
		Title: Officer

[Signature Page to First Amendment]

Exhibit A

[Amendments to Credit Agreement attached]

Execution Version

CUSIP: 27887LAV6

CUSIP: 27887LAW4

THIRD AMENDED AND RESTATED

U.S. $2,000,000,000

MULTICURRENCY CREDIT AGREEMENT

Dated as of April 16, 2021, as amended by

the First Amendment dated as of March 17, 2023

Among

ECOLAB INC.,

as a Borrower and as Guarantor,

THE FINANCIAL INSTITUTIONS NAMED HEREIN,

as Banks,

THE FINANCIAL INSTITUTIONS NAMED HEREIN,

as Issuing Banks,

BANK OF AMERICA, N.A.,

as Administrative Agent and Swing Line Bank

CITIBANK, N.A., JPMORGAN CHASE BANK, N.A. and
MUFG BANK, LTD.,

as Co-Syndication Agents,

BOFA SECURITIES, INC., CITIBANK, N.A., JPMORGAN CHASE BANK,

N.A. and MUFG BANK, LTD.,

as Joint Lead Arrangers

TABLE OF CONTENTS


		PAGE

ARTICLE 1
DEFINITIONS AND ACCOUNTING TERMS

Section 1.01. Certain Defined Terms		1
Section 1.02. Computation of Time Periods		29
Section 1.03. Accounting Terms and Change in Accounting Principles		29
Section 1.04. [Reserved]		29
Section 1.05. Exchange Rates; Currency Equivalents		30
Section 1.06. Additional Currencies		30
Section 1.07. Change Of Currency		31
Section 1.08. Letter Of Credit Amounts		31
Section 1.09. Interest Rates		32
Section 1.10. Division		32
ARTICLE 2
AMOUNTS AND TERMS OF THE ADVANCES

Section 2.01. The Revolving Advances and Letters of Credit		32
Section 2.02. Making the Revolving Advances		33
Section 2.03. [Reserved]		36
Section 2.04. [Reserved]		36
Section 2.05. Letters of Credit		36
Section 2.06. [Reserved]		45
Section 2.07. Fees.		45
Section 2.08. Reduction of the Commitments; Increased Commitments; Additional Banks.		46
Section 2.09. Repayment of Revolving Advances and Swing Line Advances		49
Section 2.10. Interest on Revolving Advances and Swing Line Advances		49
Section 2.11. Additional Interest on Eurocurrency Advances [Reserved]		50
Section 2.12. Interest Rate Determination		51
Section 2.13. Voluntary Conversion or Continuation of Advances		57
Section 2.14. Prepayments of Revolving Advances and Swing Line Advances		58
Section 2.15. Increased Costs and Reduced Return		59
Section 2.16. Illegality		61
Section 2.17. Payments and Computations		62
Section 2.18. Sharing of Payments, Etc		64
Section 2.19. Swing Line Advances.		64
Section 2.20. Taxes		67


Section 2.21. Substitution of Banks		73
Section 2.22. Extension of Commitments		74
Section 2.23. Cash Collateral.		75
Section 2.24. Defaulting Banks.		76

ARTICLE 3
CONDITIONS OF LENDING

Section 3.01. Conditions Precedent to the Effectiveness of the Third Amendment and Restatement		79
Section 3.02. Conditions Precedent to Each Revolving Borrowing and Letter of Credit Issuance		82

ARTICLE 4
REPRESENTATION AND WARRANTIES

Section 4.01. Representations and Warranties of the Company		83
Section 4.02. Representations and Warranties of Borrowing Subsidiaries		86

ARTICLE 5
COVENANTS OF THE COMPANY

Section 5.01. Affirmative Covenants		87
Section 5.02. Negative Covenants		91
Section 5.03. Financial Covenant		94

ARTICLE 6
EVENTS OF DEFAULT

Section 6.01. Events of Default		94
Section 6.02. Letter of Credit Collateral Account		96

ARTICLE 7
THE AGENT

Section 7.01. Appointment and Authority		97
Section 7.02. Rights as a Bank		97
Section 7.03. Exculpation Provisions		97
Section 7.04. Reliance by Agent		98
Section 7.05. Delegation of Duties		99
Section 7.06. Resignation of Agent		99
Section 7.07. Non-Reliance on the Agent, the Arrangers and the Other Banks		100
Section 7.08. No Other Duties, Etc		101
Section 7.09. Indemnification		101


Section 7.10. Recovery of Erroneous Payments		102

ARTICLE 8
GUARANTY

Section 8.01. The Guaranty		102
Section 8.02. Guaranty Unconditional		103
Section 8.03. Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances		104
Section 8.04. Waiver by the Company		104
Section 8.05. Subrogation		104
Section 8.06. Stay of Acceleration		104

ARTICLE 9
MISCELLANEOUS

Section 9.01. Amendments, Etc		105
Section 9.02. Notices, Etc		106
Section 9.03. No Waiver; Remedies		110
Section 9.04. Costs and Expenses		110
Section 9.05. Right of Set-off		111
Section 9.06. Judgment		111
Section 9.07. Binding Effect		112
Section 9.08. Assignments and Participations		112
Section 9.09. Consent to Jurisdiction		116
Section 9.10. GOVERNING LAW		117
Section 9.11. Execution in Counterparts; Electronic Execution.		117
Section 9.12. Indemnification.		118
Section 9.13. Confidentiality		119
Section 9.14. Non-reliance by the Banks		120
Section 9.15. No Indirect Security		120
Section 9.16. Waiver of Jury Trial		121
Section 9.17. USA Patriot Act Notification		121
Section 9.18. No Advisory or Fiduciary Responsibility		121
Section 9.19. Severability		122
Section 9.20. Acknowledgment and Consent to Bail-In of Affected Financial Institutions		122
Section 9.21. Bank Representations.		123
Section 9.22. Acknowledgement Regarding Any Supported QFCs		124

iii


ANNEX A	COMMITMENTS

EXHIBIT A	Form of Note
EXHIBIT B-1	Form of Notice of Revolving Borrowing
EXHIBIT B-2	Form of Notice of Letter of Credit Issuance
EXHIBIT B-3	Form of Notice of Swing Line Borrowing
EXHIBIT B-4	Form of Notice of Prepayment
EXHIBIT C-1	Form of Assignment and Acceptance
EXHIBIT C-2	Form of Increase Agreement
EXHIBIT D	Form of Election to Participate
EXHIBIT E	Form of Opinion of Counsel of the Company
EXHIBIT F	Form of Subsidiary Guaranty

SCHEDULE I	Applicable Lending Offices and Notice Addresses

THIRD AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT

THIRD AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT (this “Agreement”) dated as of April 16, 2021, among ECOLAB INC., a Delaware corporation (the “Company”), the financial institutions party hereto as Banks from time to time, the financial institutions party hereto as Issuing Banks from time to time, BANK OF AMERICA, N.A. (“Bank of America”), as administrative agent (the “Agent”) for the Banks and Issuing Banks hereunder and as Swing Line Bank, and CITIBANK, N.A., JPMORGAN CHASE BANK, N.A. and MUFG BANK, LTD., as co-syndication agents.

RECITALS:

WHEREAS, the Company, the financial institutions party thereto as Banks, the financial institutions party thereto as Issuing Banks from time to time, Bank of America, as administrative agent for the Banks, and the other parties thereto entered into the Second Amended and Restated Multicurrency Credit Agreement dated as of November 28, 2017 (the “Existing Credit Agreement”), which provides a multicurrency revolving credit facility on the terms and conditions set forth therein; and

WHEREAS, the parties to the Existing Credit Agreement wish to amend and restate the Existing Credit Agreement in its entirety on the terms set forth herein;

NOW, THEREFORE, subject to the satisfaction of the conditions precedent set forth herein, the parties hereto agree that, as of the Third Amendment and Restatement Effective Date, the Existing Credit Agreement is amended and restated in its entirety as follows:

ARTICLE 1

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Act” has the meaning specified in Section 9.17.

“Added Bank” has the meaning specified in Section 2.08(c).

“Administrative Questionnaire” means an administrative questionnaire in substantially the form approved by the Agent.

“Advance” means a Revolving Advance or a Swing Line Advance.

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

“Affiliate” means, when used with respect to a specified Person, another Person that directly or indirectly controls or is controlled by or is under common control with the Person specified.

“Agent” has the meaning set forth in the introductory paragraph.

“Agreement” has the meaning set forth in the introductory paragraph.

“Agreed Currency” means Dollars or any Alternative Currency, as applicable.

“Agreement Communication” has the meaning specified in Section 9.11(b).

“Alternative Currency” means (i) each Primary Currency and (ii) any lawful currency other than Dollars which is freely transferable and convertible into Dollars; provided that with respect to clause (ii), such other currency is approved in accordance with Section 1.06.

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

“Alternative Currency Sublimit” means an amount equal to $600,000,000. The Alternative Currency Sublimit is part of, and not in addition to, the Total Commitments.

“Alternative Currency Term Rate” means:

(a)for any Interest Period with respect to an Alternative Currency Term Rate Advance,

(i) if denominated in Euros, the rate per annum equal to the Euro Interbank Offered Rate (“EURIBOR”), or a comparable or successor rate which rate is approved by the Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time) (in such case, the “EURIBOR Rate”) at or about 11:00 a.m.

(Brussels, Belgium time) on the Rate Determination Date with a term equivalent to such Interest Period;

(ii) if denominated in Canadian Dollars, the rate per annum equal to the Canadian Dollar Offered Rate (“CDOR”), or a comparable or successor rate which rate is approved by the Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time) (in such case, the “CDOR Rate”) at or about 10:00 a.m. (Toronto, Ontario time) on the Rate Determination Date with a term equivalent to such Interest Period; and

(iii) if denominated in Japanese Yen, the rate per annum equal to the Tokyo Interbank Offer Rate (“TIBOR”), or a comparable or successor rate which rate is approved by the Agent, as published on page DTIBOR01 of the Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time) (in such case, the “TIBOR Rate”) at or about 11:00 a.m. (Japan time) on the Rate Determination Date with a term equivalent to the applicable Interest Period;

provided if the Alternative Currency Term Rate calculated pursuant to this definition shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. For the avoidance of doubt, no Alternative Currency Term Rate Loan may be denominated in Dollars.

“Alternative Currency Term Rate Advance” means an Advance denominated in an Alternative Currency which bears interest at an Alternative Currency Term Rate.

“Anniversary Date” means each April 16 occurring during the term of this Agreement, commencing April 16, 2022, or if any such date is not a Business Day, the next preceding Business Day.

“Applicable Authority” means (a) with respect to SOFR, the SOFR Administrator or any Governmental Authority having jurisdiction over the Administrative Agent or the SOFR Administrator with respect to its publication of SOFR, in each case acting in such capacity and (b) with respect to any Alternative Currency, the applicable administrator for the Relevant Rate for such Alternative Currency or any Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of the applicable Relevant Rate, in each case acting in such capacity.

“Applicable Base Rate Margin” has the meaning specified in Section 2.10(a).

“Applicable Eurocurrency Margin” has the meaning specified in Section 2.10(b).

“Applicable Lending Office” means, with respect to each Bank, such Bank’s Domestic Lending Office in the case of a Base Rate Advance and such Bank’s EurocurrencyAlternative Currency Lending Office in the case of a Eurocurrencyan Alternative Currency Term Rate Advance or a SONIA Daily Rate Advance. Without limitation of the foregoing, any Bank may, at its option, make any Advances available to any Borrower by causing any foreign or domestic branch or Affiliate of such Bank to make such Advance; provided that any exercise of such option shall not affect the obligation of such Borrower to repay such Advance in accordance with the terms of this Agreement.

“Applicable Margin” means, with respect to any Revolving Advance or Swingline Advance, a rate per annum determined in reference to the rates under the applicable column set forth in the grid below.


Debt Rating From S&P/Moody’s/Fitch	Alternative Currency Term Rate Advances, SONIA Daily Rate Advances, SOFR Advances and Daily Simple SOFR Advances	Base Rate Advances and Swingline Advances
> A+ / A1 / A+	70.0 bps	0 bps
A / A2 / A	80.5 bps	0 bps
A- / A3 / A-	91.0 bps	0 bps
BBB+ / Baa1 / BBB+	102.5 bps	2.5 bps
< BBB / Baa2 / BBB	112.5 bps	12.5 bps

“Applicable Percentage” means with respect to any Bank at any time, the percentage (carried out to the ninth decimal place) of the Total Commitments represented by such Bank’s Commitment at such time, subject to adjustment as provided in Section 2.08(f) or Section 2.24. If the commitment of each Bank to make Advances and the obligation of the Issuing Banks to Issue Letters of Credit have been terminated pursuant to Section 6.01, or if the Commitments have expired, then the Applicable Percentage of each Bank shall be determined based on the Applicable Percentage of such Bank most recently in effect, giving effect to any subsequent assignments and subject to Section 2.24.

“Applicable SONIA Margin” has the meaning specified in Section 2.10(c).

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

“Arrangers” means BofA Securities, Inc., Citibank, N.A., JPMorgan Chase Bank, N.A. and MUFG Bank, Ltd.

“Assigning Bank” has the meaning specified in Section 2.08(e).

“Assignment and Acceptance” means an assignment and acceptance in substantially the form of Exhibit C-1 hereto pursuant to which a Bank assigns all or a portion of such Bank’s rights and obligations under this Agreement in accordance with the terms of Section 9.08.

“Auto-Extension Letter of Credit” has the meaning specified in Section 2.05(c)(iii).

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

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

“Bank of America” has the meaning set forth in the introductory paragraph.

“Banks” means the financial institutions listed on the signature pages hereof, any assignee of a Bank pursuant to an Assignment and Acceptance and any Added Bank, but excluding any former Bank that has assigned all of its obligations hereunder pursuant to an Assignment and Acceptance. For the avoidance of doubt, as the context requires, Bank shall include the Swing Line Bank.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate in effect on such day plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by

Bank of America as its “prime rate,” and (c) the Eurocurrency RateTerm SOFR for a one-month tenor in effect on such day plus 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 2.12 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.

“Base Rate Advance” means a Revolving Advance denominated in Dollars which bears interest as provided in Section 2.10(a).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

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

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

“Borrower” means the Company or any Borrowing Subsidiary, and, subject to Section 5.02(b), their respective successors and assigns, and “Borrowers” means all of the foregoing.

“Borrowing” means a Revolving Borrowing or a Swing Line Borrowing, as the context may require.

“Borrowing Subsidiary” means any Subsidiary (a) that is a Wholly-Owned Consolidated Subsidiary and (b) as to which an Election to Participate shall have been delivered to the Agent, duly executed on behalf of such Borrowing Subsidiary and the Company, at least five (5) Business Days prior to the date of the initial Notice of Borrowing on behalf of such Borrowing Subsidiary.

“Business Day” means a day of the year, other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of,

or are in fact closed in, the state in the United States where the Agent’s office with respect to Obligations denominated in Dollars is located and:

(a)if such day relates to any interest rate settings as to a Eurocurrency Advance denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Advance, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Advance, means any such day on which banks are open for business in London;

(ba) if such day relates to any interest rate settings as to a Eurocurrencyan Alternative Currency Term Rate Advance denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such EurocurrencyAlternative Currency Term Rate Advance, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such EurocurrencyAlternative Currency Term Rate Advance, means a TARGET Day;

(cb) if such day relates to any interest rate settings as to (i) a Eurocurrencyan Alternative Currency Term Rate Advance denominated in a currency other than Dollars or Euro or (ii) a SONIA Daily Rate Advance, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London, Ontario, Tokyo, or other applicable offshore interbank market for such currency, as applicable; and

(dc) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of (i) a Eurocurrencyan Alternative Currency Term Rate Advance denominated in a currency other than Dollars or Euro or, (ii) a SONIA Daily Rate Advance, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such EurocurrencyAlternative Currency Term Rate Advance or SONIA Daily Rate Advance (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

“Canadian Dollars” means the lawful money of Canada.

“Capital Lease” means each lease that has been or is required to be, in accordance with GAAP in effect on November 28, 2017, classified and accounted for as a capital lease or finance lease; provided, however, that all leases of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance on February 25, 2016 of the ASU 2016-02 (ASC 842, Leases) shall continue to be treated as operating leases (and any future lease that would have been treated as an operating lease for purposes of GAAP prior to the

issuance of ASC 842 shall be treated as an operating lease), in each case for purposes of this Agreement.

“Cash Collateralize” means to pledge and deposit with or deliver to the Agent, for the benefit of the Agent or any Issuing Bank (as applicable), as collateral for Letter of Credit Obligations or obligations of Banks to fund participations (as the context may require), cash or deposit account balances or, if the Issuing Banks benefiting from such collateral shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Agent and (b) the applicable Issuing Banks. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“CDOR” has the meaning specified in the definition of “EurocurrencyAlternative Currency Term Rate.”

“CDOR Rate” has the meaning specified in the definition of “EurocurrencyAlternative Currency Term Rate.”

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 50% or more of the aggregate ordinary voting power represented by the issued and outstanding shares of stock of the Company.

“CME” means CME Group Benchmark Administration Limited.

“Collateral Shortfall Amount” means, at any time, the excess, if any, of (a) the amount of Letter of Credit Obligations outstanding at such time over (b)

the amount on deposit in the Letter of Credit Collateral Account at such time that is subject to a perfected security interest in favor of the Agent for the benefit of the Banks and the Issuing Banks, subject to no Liens prohibited under Section 5.02(a).

“Commercial Letter of Credit” means any documentary Letter of Credit Issued by an Issuing Bank pursuant to Section 2.05 for the account of a Borrower which is drawable upon presentation of documents evidencing the sale or shipment of goods purchased by such Borrower in the ordinary course of its business.

“Commitment” means, for each Bank, the amount set forth opposite such Bank’s name on Annex A under the caption “Commitment” or, in the case of an Added Bank, in the applicable Increase Agreement, as such amount may be reduced or increased pursuant to Section 2.08 or reduced or increased pursuant to an assignment made in accordance with Section 9.08.

“Communications” has the meaning specified in Section 9.02(c). “Company” has the meaning set forth in the introductory paragraph, and, subject to Section 5.02(b), any and all successors thereto.

“Conforming Changes” means, with respect to the use, administration of or any conventions associated with any Relevant Rate or any proposed Successor Rate for an Agreed Currency, as applicable, any conforming changes to the definitions of “Base Rate”, “SOFR”, “SONIA”, “TIBOR”, “EURIBOR”, “CDOR” and “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definition of “Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent in consultation with the Company, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice for such Agreed Currency (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate for such Agreed Currency exists, in such other manner of administration as the Administrative Agent determines, in consultation with the Company, is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).

“Consolidated EBITDA” means for any Measurement Period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such Measurement Period plus (a) the following to

the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Expense for such Measurement Period, (ii) the provision for federal, state, local and foreign income taxes payable by the Company and its Subsidiaries for such Measurement Period, (iii) depreciation and amortization expense for such Measurement Period, (iv) other non-cash items of the Company and its Subsidiaries (including, but not limited to, non-cash charges, expenses and losses) decreasing Consolidated Net Income in such Measurement Period, except to the extent such non-cash charges are reserved for cash charges to be taken in the future, (v) non-recurring or unusual items (including, but not limited to, non-cash and cash charges, expenses and losses and any Special Charges) of the Company and its Subsidiaries reducing such Consolidated Net Income and (vi) other fees, charges and expenses paid in connection with any acquisition, disposition of assets, recapitalization, investment, issuance or repayment of Debt, issuance of equity interests, refinancing transaction or modification or amendment of any debt instrument, in each case of the foregoing, to the extent permitted under this Agreement, including any such transaction undertaken but not completed, in each case, incurred during such Measurement Period and payable in cash; and minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) federal, state, local and foreign income tax credits of the Company and its Subsidiaries for such Measurement Period and (ii) all non-cash items increasing Consolidated Net Income for such Measurement Period.

“Consolidated Interest Expense” means, for any period, interest expense in respect of Debt (including that attributable to Capital Leases), net of interest income, of the Company and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding (a) interest on deferred compensation reported in respect of such Measurement Period, (b) any income or expense in respect of such period associated with spot-to-forward differences or points on foreign currency swap transactions that are included in interest income or expense as a result of Statement of Financial Accounting Standards No. 133, (c) fees and expenses paid by the Company and its Subsidiaries in connection with credit card arrangements, (d) fees and expenses paid to rating agencies, (e) fees paid to banks, trust companies and finance entities with respect to operating accounts with such entities maintained by the Company or any of its Subsidiaries and (f) implicit interest with respect to earn-out obligations.

“Consolidated Net Income” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the net income of the Company and its Subsidiaries for that period, as determined in accordance with GAAP.

“Consolidated Subsidiary” means at any date any Subsidiary the accounts of which would be consolidated with those of the Company in its consolidated financial statements at such date in accordance with GAAP.

“Consolidated Tangible Assets” means, as of any date of determination, (a) the total assets of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP, as set forth in the most recent financial statements delivered on or prior to such date pursuant to Section 5.01(b)(i) or (ii) minus (b) all unamortized debt discount and expense, unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, anticipated future benefit of tax loss carry-forwards, copyrights, organization or developmental expenses and other intangible assets, in each case to the extent included in clause (a).

“Convert”, “Conversion”, and “Converted” each refer to a conversion of Revolving Advances of one Type into Revolving Advances of another Type pursuant to Section 2.12, 2.13 or 2.16.

“Covered Entity” has the meaning specified in Section 9.22.

“Credit Rating” means, as of any date of determination, the available public ratings as determined by one or more Rating Agencies of the Company’s non-credit-enhanced, senior unsecured long-term debt; provided that (a) if the Company shall not maintain a public Credit Rating of its non-credit-enhanced, senior unsecured long-term debt from at least two Rating Agencies, the Credit Rating shall be deemed to be below BBB (S&P), Baa2 (Moody’s) and BBB (Fitch), (b) if the Company shall maintain a public rating of its non-credit-enhanced, senior unsecured long-term debt from only two Rating Agencies, then the higher of such Credit Ratings shall apply, unless there is a split in Credit Ratings of more than one ratings level, in which case the Credit Rating that is one level lower than the higher of the Company’s two Credit Ratings shall apply, and (c) if the Company shall maintain a public Credit Rating of its non-credit-enhanced, senior unsecured long-term debt from all three of the Rating Agencies, (i) if (x) two Credit Ratings are equivalent and the third Credit Rating is lower, the higher Credit Rating shall apply, (y) two Credit Ratings are equivalent and the third Credit Rating is higher, the lower Credit Rating shall apply and (z) no Credit Ratings are equivalent, the Credit Rating that is neither the highest nor the lowest Credit Rating shall apply.

“Daily Simple SOFR” means, with respect to any applicable determination date, SOFR as published on such date on the SOFR Administrator’s website plus the SOFR Adjustment, provided that if the Daily Simple SOFR determined in accordance with this definition would otherwise be less than zero, the Daily Simple SOFR shall be deemed zero for purposes of this Agreement.

“Daily Simple SOFR Advance” means a Revolving Advance denominated in Dollars which bears interest as provided in Section 2.10(e).

“Debt” means (but without duplication of any item) (a) indebtedness for borrowed money; (b) obligations evidenced by bonds, debentures, notes or other similar instruments; (c) obligations to pay the deferred purchase price of property or services, excluding trade obligations and other accounts payable arising in the ordinary course of business; (d) obligations as lessee under Capital Leases and (e) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (a) through (d) above; provided that upon the defeasance or satisfaction and discharge of Debt in accordance with the terms of such Debt, such Debt will cease to be “Debt” hereunder (for the avoidance of doubt, including upon the giving or mailing of a notice of redemption and redemption funds being deposited with a trustee or paying agent or otherwise segregated or held in trust or under an escrow or other funding arrangement for the sole purpose of repurchasing, redeeming, defeasing, repaying, satisfying and discharging, or otherwise acquiring or retiring such Debt in accordance with the terms of such Debt).

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

“Default” means any event which would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

“Defaulting Bank” means, subject to Section 2.24(b), any Bank that (a) has failed to (i) fund all or any portion of its Advances within two (2) Business Days of the date such Advances were required to be funded hereunder unless such Bank notifies the Agent and the Company in writing that such failure is the result of such Bank's determination that one or more conditions precedent to funding has not been satisfied (each such condition precedent, together with any applicable default, to be specifically identified in such writing), or (ii) pay to the Agent or any Bank any other amount required to be paid by it hereunder (including in respect of its participations in respect of Letters of Credit or Swing Line Advances) within two (2) Business Days of the date when due, (b) has notified the Company or the Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after written request by the Agent or the Company, to confirm in writing to the Agent or the Company that it will comply with its funding obligations (provided, that such Bank shall cease to be a Defaulting Bank pursuant to this clause (c) upon receipt of such written confirmation by the Agent and the Company), (d) has, or

has a direct or indirect parent company that has, other than via an Undisclosed Administration, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity, (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment or (iv) become the subject of a Bail-In Action; provided that a Bank shall not be a Defaulting Bank solely by virtue of the ownership or acquisition of any equity interest in that Bank or any direct or indirect parent company thereof by a Governmental Authority, so long as such ownership interest does not result in or provide such Bank with immunity from jurisdiction of courts of the United States or from the enforcement of judgments or writs of attachment of its assets or permit such Bank (or such Governmental Authority or instrumentality) to reject, repudiate, disavow, or disaffirm any contracts or agreements made with such Bank. Any determination by the Agent that a Bank is a Defaulting Bank under clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Bank shall be deemed to be a Defaulting Bank (subject to Section 2.24(b)) upon delivery of written notice of such determination to the Company, each Issuing Bank, the Swing Line Bank and each Bank.

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

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

“Domestic Lending Office” means, (i) with respect to Bank of America, its office specified as its Domestic Lending Office on Schedule I or such other office as the Agent may from time to time notify the Company and the Banks, and (ii) with respect to any other Bank, the office of such Bank specified as its “Domestic Lending Office” or “Domestic Address” in its Administrative Questionnaire or, in either case, such other office of such Bank located within the United States of America as such Bank may from time to time specify to the Company and the Agent.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the

supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

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

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

“Election to Participate” means an Election to Participate in substantially the form of Exhibit D hereto.

“Electronic Copy” has the meaning specified in Section 9.11(b).

“Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

“Eligible Assignee” means (a) a Bank, (b) an Affiliate or Approved Fund of a Bank, (c) any other financial institution subject to the consents otherwise required by Section 9.08; provided that Eligible Assignee shall not include (i) the Company or any of the Company’s Affiliates, (ii) any Defaulting Bank or any of its Subsidiaries or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons or (iii) a natural person.

“Environmental Law” means any federal, state, local or foreign law (including common law), statute, ordinance, rule, regulation, or binding judgment, order, injunction, decree or requirement of any Governmental Authority relating to protection of the environment (including ambient air, surface water, ground water, land surface or subsurface strata, sediment, natural resources), or the handling, use, presence, disposal or Release of, or exposure to any Hazardous Materials.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means any corporation, trade or business that is considered a single employer with the Company or any of its Subsidiaries for purposes of Section 414 of the Internal Revenue Code or under common control

with the Company or any of its Subsidiaries for purposes of Section 4001(a)(14) of ERISA.

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

“EURIBOR” has the meaning specified in the definition of “EurocurrencyAlternative Currency Term Rate.”

“EURIBOR Rate” has the meaning specified in the definition of “EurocurrencyAlternative Currency Term Rate.”

“Euro” and “€”means the lawful currency of the Participating Member States.

“Eurocurrency Advance” means an Advance (other than a SONIA Daily Rate Advance) denominated in Dollars or in an Alternative Currency which bears interest as provided in Section 2.10(b).

“Eurocurrency Lending Office” means, with respect to Bank of America, its office specified as its Eurocurrency Lending Office on Schedule I and, with respect to any other Bank, the office of such Bank specified as its “Eurocurrency Lending Office” or “Eurodollar Address” in its Administrative Questionnaire (or, if no such office is specified, its Domestic Lending Office), or, in either case, such other office of such Bank as such Bank may from time to time specify to the Company and the Agent. A Bank may specify different offices for its Revolving Advances denominated in Dollars and its Revolving Advances denominated in Alternative Currencies, respectively, and the term “Eurocurrency Lending Office” shall refer to any or all such offices, collectively, as the context may require when used in respect of such Bank.

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

“Eurocurrency Rate” means:

(a)for any Interest Period with respect to a Eurocurrency Advance,

(i) if denominated in Dollars, the rate per annum equal to the London Interbank Offered Rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for Dollars for a period equal in length to such Interest Period (“LIBOR”) as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as

may be designated by the Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period (the “Screen Rate”), for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;

(ii) if denominated in Euros, the rate per annum equal to the Euro Interbank Offered Rate (“EURIBOR”), or a comparable or successor rate which rate is approved by the Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time) (in such case, the “EURIBOR Rate”) at or about 11:00 a.m. (Brussels, Belgium time) on the Rate Determination Date with a term equivalent to such Interest Period;

(iii) if denominated in Canadian Dollars, the rate per annum equal to the Canadian Dollar Offered Rate (“CDOR”), or a comparable or successor rate which rate is approved by the Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time) (in such case, the “CDOR Rate”) at or about 10:00 a.m. (Toronto, Ontario time) on the Rate Determination Date with a term equivalent to such Interest Period; and

(iv) if denominated in Japanese Yen, the rate per annum equal to the Tokyo Interbank Offer Rate (“TIBOR”), or a comparable or successor rate which rate is approved by the Agent, as published on page DTIBOR01 of the Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time) (in such case, the “TIBOR Rate”) at or about 11:00 a.m. (Japan time) on the Rate Determination Date with a term equivalent to the applicable Interest Period;

(b)for any interest calculation with respect to a Base Rate Advance on any date, the rate per annum equal to LIBOR, at approximately 11:00 a.m. (London time) determined two (2) London Banking Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day; and

(c)if the Eurocurrency Rate calculated pursuant to clauses (a) or (b) of this definition shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“Events of Default” has the meaning specified in Section 6.01.

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

“Excluded Damages” has the meaning specified in Section 9.12(a).

“Excluded Period” has the meaning specified in Section 2.15(d).

“Existing Credit Agreement” has the meaning set forth in the recitals hereto.

“Extended Facility Letter of Credit” has the meaning specified in Section 2.05(j).

“Extending Bank” has the meaning specified in Section 2.22(b).

“Extension Confirmation Date” has the meaning specified in Section 2.22(b).

“Extension Confirmation Notice” has the meaning specified in Section 2.22(b).

“Extension Request” has the meaning specified in Section 2.22(a).

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

“FCPA” has the meaning specified in Section 4.01(r).

“Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate, provided that if the Federal Funds Rate determined in accordance with this definition would otherwise be less than zero, the Federal Funds Rate shall be deemed zero for purposes of this Agreement.

“Fee Letter” means each of (i) the joint fee letter dated March 18, 2021, among Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A., MUFG Bank, Ltd. and the Company and (ii) the fee letter dated March 18, 2021, among Bank of America, BofA Securities, Inc. and the Company.

“Fitch” means Fitch Ratings, Inc. and any successor thereto.

“First Amendment” means the First Amendment to this Agreement dated as of March 17, 2023.

“Foreign Benefit Event” means, with respect to any Foreign Pension Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any applicable law or in excess of the amount that would be permitted absent a waiver from the applicable Governmental Authority, (b) the failure to make the required contributions or payments, under any applicable law, on or before the due date for such contributions or payments, (c) the receipt of a notice by the applicable Governmental Authority relating to the intention to terminate any such Foreign Pension Plan or to appoint a trustee or similar official to administer any such Foreign Pension Plan, or alleging the insolvency of any such Foreign Pension Plan, (d) the incurrence by the Company, any Subsidiary or any Affiliate of any liability under applicable law on account of the complete or partial termination of such Foreign Pension Plan or the complete or partial withdrawal of any participating employer therein or (e) the occurrence of any transaction that is prohibited under any applicable law and that could reasonably be expected to result in the incurrence of any liability by the Company, any Subsidiary or any Affiliate, or the imposition on the Company, any Subsidiary or any Affiliate of any fine, excise tax or penalty resulting from any noncompliance with any applicable law.

“Foreign Pension Plan” means any benefit plan described in Section 4(b)(4) of ERISA maintained for employees of the Company or any Subsidiary that under applicable law is required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority.

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

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

“GAAP” means generally accepted accounting principles in the United States of America which are in effect from time to time.

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

“Hazardous Materials” means any material or substance regulated or controlled as a hazardous or toxic substance, material or waste, or as a pollutant or contaminant, or words of similar import, under any Environmental Law, including petroleum and petroleum by-products, asbestos or asbestos-containing material, polychlorinated biphenyls, per- and polyfluoroalkyl substances, radon gas, and infectious or biohazardous waste.

“Increase Agreement” means an Increase of Commitments Agreement executed by the Company, the Agent and one or more Increasing Banks or Added Banks, in accordance with Section 2.08(d) and in substantially the form of Exhibit C-2.

“Increased Commitments” has the meaning specified in Section 2.08(b).

“Increasing Bank” has the meaning specified in Section 2.08(d).

“Indemnified Party” has the meaning specified in Section 9.12(a).

“Indemnified Taxes” has the meaning specified in Section 2.20(a).

“Information” has the meaning specified in Section 9.13.

“Interest Period” means, for each EurocurrencyAlternative Currency Term Rate Advance or SOFR Advance comprising part of the same Revolving Borrowing, the period commencing on the date of such Revolving Advance or the date of the Conversion of any Base Rate Advance into such a Eurocurrencya SOFR Advance and ending on the last day of the period selected by the Company (on behalf of the respective Borrower) pursuant to the provisions below, and thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Company (on behalf of the respective Borrower) pursuant to the provisions of Section 2.13 and subject to the provisions below. The duration of each such Interest Period shall be one, two (subject to availability), three or six (subject to availability) months, or, if available to all of the Banks, twelvethree or (other than

in the case of CDOR Advances) six months, as the Company may select pursuant to the provisions of Section 2.02(a) or Section 2.13, as applicable; provided, however, that: (a) Interest Periods commencing on the same date for Revolving Advances comprising part of the same Revolving Borrowing shall be of the same duration; (b) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day; provided, in the case of any Interest Period for a Eurocurrency Advance, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day and (c) no Interest Period shall extend beyond the Stated Termination Date. If, in accordance with Section 2.16 or otherwise, any Revolving Borrowing shall include both EurocurrencySOFR Advances and Base Rate Advances, each such Base Rate Advance shall be assigned an Interest Period that is coextensive with the Interest Period then assigned to such EurocurrencySOFR Advances.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended, and any successor law.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

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

“Issue” means, with respect to any Letter of Credit, either to issue, or extend the expiry of, or renew, or increase the amount of, such Letter of Credit, and the terms “Issued” or “Issuance” shall have corresponding meanings.

“Issuing Bank” means (A) with respect to Letters of Credit denominated in Dollars, each of (I) Bank of America, (II) Citibank, N.A., (III) JPMorgan Chase Bank, N.A., (IV) MUFG Bank, Ltd. and (V) such other Bank or Affiliate of such Bank that has agreed upon the request of the Company to become an Issuing Bank for the purpose of issuing Letters of Credit pursuant to Section 2.05 and (B) with respect to Letters of Credit denominated in an Alternative Currency, Bank of America and such other Banks that have agreed upon the request of the Company to become an Issuing Bank for the purpose of issuing Letters of Credit denominated in such currencies pursuant to Section 2.05; provided that at all times there shall be not more than three (3) Issuing Banks in respect of Letters of

Credit denominated in such currencies. Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. Each reference herein to the “Issuing Bank” in connection with a Letter of Credit or other matter shall be deemed to be a reference to the relevant Issuing Bank with respect thereto.

“Lending Office” means, with respect to Bank of America, its office specified as its Lending Office on Schedule I and, with respect to any other Bank, the office of such Bank specified as its “Eurocurrency Lending Office,” “Lending Office” or “Eurodollar Address” in its Administrative Questionnaire (or, if no such office is specified, its Domestic Lending Office), or, in either case, such other office of such Bank as such Bank may from time to time specify to the Company and the Agent. A Bank may specify different offices for its Revolving Advances denominated in Alternative Currencies, respectively, and the term “Lending Office” shall refer to any or all such offices, collectively, as the context may require when used in respect of such Bank.

“Letter of Credit” means any Commercial Letter of Credit or Standby Letter of Credit Issued for the account of a Borrower pursuant to Section 2.05.

“Letter of Credit Collateral Account” means a special purpose collateral account at Bank of America or at such other Bank as agreed to by the Agent, in the name of the Company but under the sole dominion and control of the Agent, for the benefit of the Issuing Banks and the Banks.

“Letter of Credit Expiration Date” means the date that is the earlier of (i) five (5) Business Days prior to the Stated Termination Date and (ii) the Termination Date.

“Letter of Credit Fee” is defined in Section 2.07(b).

“Letter of Credit Fronting Sublimit” means for each Issuing Bank, the amount set forth opposite such Issuing Bank’s name on Annex A under the caption “Fronting Sublimit” or, in the case of any Issuing Bank set forth in clause (A)(V) or clause (B) of the definition thereof, in the applicable agreement pursuant to which such entity agrees to become an Issuing Bank hereunder.

“Letter of Credit Obligations” means, at any time, the sum of, without duplication, (a) all outstanding Reimbursement Obligations, plus (b) the aggregate amount of all outstanding Letters of Credit issued. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.08. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder

by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Letter of Credit Participation” has the meaning specified in Section 2.05(e)(i).

“Letter of Credit Reimbursement Agreement” means, with respect to a Letter of Credit, such form of application therefor and form of reimbursement agreement therefor (whether in a single or several documents, taken together) as the applicable Issuing Bank may employ in the ordinary course of business for its own account, with such modifications thereto as may be agreed upon by such Issuing Bank and the applicable Borrower and as are not materially adverse (in the reasonable judgment of such Issuing Bank) to the interests of the Banks taken as a whole; provided, however, in the event of any conflict between the terms hereof and of any Letter of Credit Reimbursement Agreement, the terms hereof shall control.

“Letter of Credit Sublimit” means $100,000,000, as reduced pursuant to Section 2.08(a).

“LIBOR Replacement Date” has the meaning specified in Section 2.12(e).

“LIBOR Successor Rate” has the meaning specified in Section 2.12(e).

“LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definition of Business Day, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Agent to reflect the adoption and implementation of such LIBOR Successor Rate and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).

“Lien” has the meaning specified in Section 5.02(a).

“Loan Documents” means this Agreement, the Notes, each Letter of Credit Reimbursement Agreement and any Subsidiary Guaranty, as any of the

same may be amended, restated, supplemented or otherwise modified from time to time.

“Loan Party” means the Borrowers and any Subsidiary Guarantor. “Majority Banks” means, as of any date of determination, Banks having more than 50% of the Total Commitments or, if the Commitment of each Bank to make Advances and the obligation of each Issuing Bank to Issue Letters of Credit have been terminated pursuant to Section 6.01, Banks holding in the aggregate more than 50% of the Revolving Credit Obligations (with the aggregate amount of each Bank’s risk participation and funded participation in Letter of Credit Obligations and Swing Line Advances being deemed “held” by such Bank for purposes of this definition); provided that the Commitment of, and the portion of the Revolving Credit Obligations held or deemed held by, any Defaulting Bank shall be excluded for purposes of making a determination of Majority Banks.

“Margin Stock” has the meaning specified in Regulation U issued by the Board of Governors of the Federal Reserve System.

“Material Adverse Effect” means a (a) material adverse effect on the business, financial condition or operations of the Company and its Subsidiaries, taken as a whole or (b) material impairment of the ability of the Company to perform its payment obligations under this Agreement or any Note.

“Measurement Period” means, at any date of determination, the most recently completed four consecutive fiscal quarters of the Company ending on or prior to such date.

“Minimum Collateral Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 105% (or such lower percentage as the applicable Issuing Bank may agree) of the Fronting Exposure of all Issuing Banks with respect to Letters of Credit issued and outstanding at such time and (ii) otherwise, an amount determined by the Agent and the applicable Issuing Banks in their reasonable discretion.

“Moody’s” means Moody’s Investors Service, Inc., and any successor thereto.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Company or any of its ERISA Affiliates has within the current plan year or any of the preceding five plan years made or accrued an obligation to make contributions.

“Multiple Employer Plan” means an employee benefit plan, other than a Multiemployer Plan, subject to Title IV of ERISA to which the Company or any

of its ERISA Affiliates, and more than one employer other than the Company or any of its ERISA Affiliates, is making or accruing an obligation to make contributions or, in the event that any such plan has been terminated, to which the Company or any of its ERISA Affiliates made or accrued an obligation to make contributions during any of the five plan years preceding the date of termination of such plan.

“Non-Extending Bank” has the meaning specified in Section 2.22(b).

“Non-Extension Notice Date” has the meaning set forth in Section 2.05(c)(iii).

“Note” means a promissory note of a Borrower payable to any Bank, in substantially the form of Exhibit A hereto, evidencing the aggregate indebtedness of such Borrower to such Bank resulting from the Revolving Advances made by such Bank to such Borrower.

“Notice of Borrowing” means a Notice of Revolving Borrowing, Notice of Letter of Credit Issuance or Notice of Swing Line Borrowing.

“Notice of Revolving Borrowing” has the meaning specified in Section 2.02(a).

“Notice of Letter of Credit Issuance” has the meaning specified in Section 2.05(c).

“Notice of Swing Line Borrowing” has the meaning specified in Section 2.19(b).

“Obligations” has the meaning specified in Section 9.08(c).

“OFAC” has the meaning specified in Section 4.01(q).

“Original Currency” has the meaning specified in Section 9.06(a).

“Other Currency” has the meaning specified in Section 9.06(a).

“Other Taxes” has the meaning specified in Section 2.20(b).

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Agent, the Swing Line Bank or the applicable Issuing Bank, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, an overnight rate determined by the Agent or the applicable

Issuing Bank, as the case may be, in accordance with banking industry rules on interbank compensation.

“Participant Register” has the meaning specified in Section 9.08(e).

“Participating Member State” means any member state of the European Union that adopts or has adopted the Euro as its lawful currency in accordance with legislation of the European Union relating to the Economic and Monetary Union.

“Payment Office” means the office of Bank of America located on the date hereof at 101 N. Tryon St. Charlotte, NC, 28255-0001 or such other office of the Agent as shall be from time to time selected by it by written notice to the Company and the Banks.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Person” means an individual, partnership, corporation (including a

business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Plan” means an employee benefit plan, other than a Multiemployer Plan, which is (or, within the current plan year or preceding five plan years, was) maintained for employees of the Company or any of its ERISA Affiliates and subject to Title IV of ERISA.

“Platform” has the meaning specified in Section 9.02(c).

“Pre-Adjustment Successor Rate” has the meaning specified in Section 2.12(e).

“Primary Currency” means each of the Euro, and the lawful currency of each of Japan, the United Kingdom and Canada.

“Priority Debt” means Debt owed by a Subsidiary excluding (i) with respect to any Subsidiary Guarantor that provides a guarantee of the Obligations that is not subject to a cap as contemplated by the definition of Subsidiary Guaranty, all Debt of such Subsidiary Guarantor and (ii) with respect to any Subsidiary Guarantor that provides a guarantee of the Obligations that is subject to a cap as contemplated by the definition of Subsidiary Guaranty, the Debt of such Subsidiary Guarantor up to the amount of such cap.

“Process Agent” has the meaning specified in Section 9.09.

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

“Public Bank” has the meaning specified in Section 9.02.

“Rate Determination Date” means two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Agent; provided that to the extent such market practice is not administratively feasible for the Agent, such other day as otherwise reasonably determined by the Agent consistent with the manner in which the Agent is determining such dates with respect to similarly situated borrowers (provided, further, with respect to the TIBOR Rate, if quotations for that currency and period would normally be given by leading banks in the Tokyo interbank market on more than one day, the Rate Determination Date for determination of the TIBOR Rate will be the last of those days)).

“Rating Agency” means each of S&P, Moody’s and Fitch.

“Register” has the meaning specified in Section 9.08(c).

“Reimbursement Date” has the meaning specified in Section 2.05(e)(ii).

“Reimbursement Obligations” means, as to any Borrower, the aggregate non-contingent reimbursement or repayment obligations of such Borrower with respect to amounts drawn under Letters of Credit Issued hereunder.

“Related Adjustment” means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Agent applicable to such LIBOR Successor Rate:

(A) the spread adjustment, or method for calculating or determining such spread adjustment, that has been selected or recommended by the Relevant Governmental Body for the relevant Pre-Adjustment Successor Rate (taking into account the interest period, interest payment date or payment period for interest calculated and/or tenor thereto) and which adjustment or method (x) is published on an information service as selected by the Agent from time to time in its reasonable discretion or (y) solely with respect to Term SOFR, if not currently published, which was previously so recommended for Term SOFR and published on an information service acceptable to the Agent; or

(B) the spread adjustment that would apply (or has previously been applied) to the fallback rate for a derivative

transaction referencing the ISDA Definitions (taking into account the interest period, interest payment date or payment period for interest calculated and/or tenor thereto).

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

“Release” means any spilling, leaking, seeping, depositing, dispersing, migrating, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, placing, discarding, abandonment, emptying, or disposing through, into or upon any soil, sediment, subsurface strata, surface water, groundwater, or ambient air.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York.

“Relevant Rate” means with respect to any Revolving Advance denominated in (a) Dollars, (i) Term SOFR or (ii) Daily Simple SOFR (solely to the extent applicable pursuant to Section 2.12), (b) Sterling, SONIA, (c) Euros, EURIBOR, (d) Canadian Dollars, the CDOR Rate and (e) Japanese Yen, TIBOR, as applicable.

“Removal Effective Date” has the meaning specified in Section 7.06(c).

“Rescindable Amount” has the meaning as defined in Section 2.17(d).

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

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of the Company and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Borrower so designated by any of the foregoing officers in a notice to the Agent or any other officer or employee of the applicable Borrower designated in or pursuant to an agreement between the applicable Borrower and the Agent.

“Revaluation Date” means (a) with respect to any Advance, each of the following: (i) each date of a Borrowing of a Eurocurrency Advance denominated in an Alternative Currency Term Rate Advance or a SONIA Daily Rate Advance, (ii) each date of a continuation of an Advance denominated in an Alternative Currency, and (iii) such additional dates as the Agent shall determine or the

Majority Banks shall require but, in any case, no less than on a quarterly basis; and (b) with respect to any Letter of Credit, each of the following: (i) each date of Issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of any payment by the Issuing Bank under any Letter of Credit denominated in an Alternative Currency, and (iii) such additional dates as the Agent or the applicable Issuing Bank shall determine or the Required Banks shall require but, in any case, no less than on a quarterly basis.

“Revolving Advance” means an advance by a Bank to a Borrower as part of a Revolving Borrowing and refers to a Base Rate Advance, a Eurocurrencyan Alternative Currency Term Rate Advance, a SOFR Advance or a SONIA Daily Rate Advance, each of which shall be a “Type” of Revolving Advance.

“Revolving Borrowing” means a borrowing consisting of Revolving Advances of the same Type made on the same date to a single Borrower by each of the Banks pursuant to Section 2.01.

“Revolving Credit Obligations” means, at any time, the sum of (a) the aggregate principal amount of Advances outstanding at such time plus (b) the aggregate Letter of Credit Obligations outstanding at such time.

“S&P” means S&P Global Ratings, a division of S&P Global, Inc., and any successor thereto.

“Sanctioned Jurisdiction” has the meaning specified in Section 4.01(q).

“Sanctions” has the meaning specified in Section 4.01(q).

“Screen Rate” has the meaning specified in the definition of “EurocurrencyAlternative Currency Term Rate”.

“Scheduled Unavailability Date” has the meaning specified in Section 2.12(e).

“Securities Act” means the Securities Act of 1933, as amended.

“Significant Subsidiary” has the meaning assigned to such term in Regulation S-X issued pursuant to the Securities Act and the Exchange Act.

“SOFR” with respect to any Business Day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on theSOFR Administrator on the Federal Reserve Bank of New York’s website (or any successor source) at approximately 8:00 a.m. (New York City time) on the

immediately succeeding Business Day and, in each case, that has been selected or recommended by the Relevant Governmental Body.

“SOFR Adjustment” means, with respect to (i) Daily Simple SOFR and (ii) Term SOFR, 0.10% (10 basis points) per annum.

“SOFR Administrator” means the Federal Reserve Bank of New York, as the administrator of SOFR, or any successor administrator of SOFR designated by the Federal Reserve Bank of New York or other Person acting as the SOFR Administrator at such time that is satisfactory to the Administrative Agent.

“SOFR Advance” means an Advance that bears interest at a rate based on the definition of “Term SOFR.” All SOFR Advances must be denominated in Dollars.

“SONIA” means, for each day any Advance denominated in Sterling is outstanding, the Sterling Overnight Index Average Reference Rate as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time) for the SONIA Determination Date with respect to such day.

“SONIA Adjustment” means, with respect to SONIA, 0.0326% per annum.

“SONIA Daily Rate” means, for any day, with respect to any Advance denominated in Sterling, the rate per annum equal to SONIA determined pursuant to the definition thereof plus the SONIA Adjustment; provided that, if any SONIA Daily Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. Any change in a SONIA Daily Rate shall be effective from and including the date of such change without further notice.

“SONIA Daily Rate Advance” means an Advance that bears interest at a rate based on the definition of “SONIA Daily Rate.” All SONIA Daily Rate Advances must be denominated in Sterling.

“SONIA Determination Date” means, with respect to any date of determination of SONIA for an Advance denominated in Sterling, the date that is one Business Day prior to such date (or, if such day is not a Business Day, on the first Business Day immediately prior thereto).

“Special Charges” means, without duplication, charges, expenses and losses in connection with: (a) non-ordinary course dispositions of assets, businesses or divisions (or a portion thereof), (b) casualty events, (c) restructurings, severance and facility, plant and business closures and consolidations, (d) litigation, judgments and settlements, (e) the retirement or

extinguishment of debt or other non-recurring finance activities, (f) clean-up of environmental matters, (g) acquisitions and integration activities, (h) COVID-19 activities (excluding, for the avoidance of doubt, lost revenue), (i) pension curtailments and settlements, (j) natural disasters and (k) discontinued operations.

“Spot Rate” for a currency means the rate determined by the Agent or the applicable Issuing Bank, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Agent or the applicable Issuing Bank may obtain such spot rate from another financial institution designated by the Agent or the applicable Issuing Bank if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the applicable Issuing Bank may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.

“Standby Letter of Credit” means any Letter of Credit Issued by an Issuing Bank pursuant to Section 2.05 for the account of a Borrower that is not a Commercial Letter of Credit.

“Stated Termination Date” means April 16, 2026, or such later date as may be established pursuant to Section 2.22.

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

“Subsidiary” means any corporation or other entity of which securities or other interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly (through one or more Subsidiaries) owned or controlled by the Company.

“Subsidiary Guarantor” means each Subsidiary that guarantees the obligations of the Borrowers hereunder pursuant to a Subsidiary Guaranty or other documentation in form and substance reasonably satisfactory to the Agent.

“Subsidiary Guaranty” means a subsidiary guaranty agreement substantially in the form of Exhibit F hereto or otherwise in form and substance reasonably satisfactory to the Agent pursuant to which the Subsidiary Guarantor guarantees the obligations of the Borrowers hereunder. It is understood and agreed that the Company may cap the aggregate amount of the Obligations that are guaranteed by the Subsidiary Guarantors to an amount of not less than $1,000,000,000. Each Subsidiary Guaranty shall further provide that the

Subsidiary Guarantor thereunder shall be released at the written request of the Company so long as immediately after giving effect to such release, no Event of Default shall be continuing, and that the Agent shall, at the Borrower’s expense, execute and deliver such documents as the Company may reasonably request to evidence such release.

“Successor Rate” has the meaning as defined in Section 2.12.

“Swing Line Advance” has the meaning specified in Section 2.19(a).

“Swing Line Bank” means Bank of America in its capacity as provider of Swing Line Advances, or any successor Swing Line Bank hereunder.

“Swing Line Borrowing” means a borrowing of a Swing Line Advance pursuant to Section 2.19.

“Swing Line Participations” has the meaning specified in Section 2.19(a).

“Swing Line Sublimit” means $75,000,000, as reduced pursuant to Section 2.08(a).

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007.

“TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, reasonably determined by the Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“Taxes” has the meaning specified in Section 2.20(a).

“Term SOFR” means

(a)for any Interest Period with respect to a SOFR Advance, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such Interest Period; and

(b)for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate with a term of one month commencing that day;

provided that if the Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise be less than zero, the Term SOFR shall be deemed zero for purposes of this Agreement.

“Term SOFR Screen Rate” means the forward-looking SOFR term rate for any period that is approximately (as reasonably determined by the Agent) as long as any of the Interest Period options set forth in the definition of “Interest Period” and that is based on SOFR and that has been selected or recommended by the Relevant Governmental Body, in each case as published on an information service as selected administered by CME (or any successor administrator satisfactory to the Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time in its reasonable discretion).

“Termination Date” means the Stated Termination Date or the earlier date of termination in whole of the Commitments pursuant to Section 2.08(a) or 6.01.

“Termination Event” means (a) a “reportable event,” as such term is described in Section 4043 of ERISA (other than a “reportable event” not subject to the provision for 30-day notice to the PBGC or with respect to which such notice has been waived), or an event described in Section 4062(e) of ERISA, or (b) the withdrawal of the Company or any of its ERISA Affiliates from a Multiple Employer Plan during a plan year in which it was a “substantial employer”, as such term is defined in Section 4001(a)(2) of ERISA, or the incurrence of liability by the Company or any of its ERISA Affiliates under Section 4064 of ERISA upon the termination of a Multiple Employer Plan, or (c) the distribution of a notice of intent to terminate a Plan under a distress termination pursuant to Sections 4041(a)(2) and 4041(c) of ERISA, (d) the institution of proceedings to terminate a Plan by the PBGC under Section 4042 of ERISA, or (e) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan.

“Third Amendment and Restatement Effective Date” means the date on which the conditions specified in Section 3.01 are satisfied, which date is the date hereof.

“TIBOR” has the meaning specified in the definition of “EurocurrencyAlternative Currency Term Rate.”

“TIBOR Rate” has the meaning specified in the definition of “EurocurrencyAlternative Currency Term Rate.”

“Total Commitment” means, at any time, the sum of all of the Commitments at such time.

“Treasury Regulations” means the final and temporary (but not proposed) income tax regulations promulgated under the Internal Revenue Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Type” has the meaning assigned thereto in the definition herein of “Revolving Advance”.

“Undisclosed Administration” means, with respect to any Bank, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law of the country where such Bank is subject to home jurisdiction if applicable law requires that such appointment is not to be publicly disclosed.

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

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

“U.S. Government Securities Business Day” means any Business Day, except any Business Day on which any of the Securities Industry and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.

“Wholly-Owned Consolidated Subsidiary” means any Consolidated Subsidiary in which all of the shares of capital stock or other equity interests are, at the time, directly or indirectly owned by the Company; provided that up to 10% of each class of such shares of capital stock or other equity interests may be

directors’ qualifying shares or shares or equity interests issued by such Subsidiary under employee compensation or incentive plans.

“Withdrawal Liability” shall have the meaning given such term under Part 1 of Subtitle E of Title IV of ERISA.

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

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

Section 1.02. Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.” Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.03. Accounting Terms and Change in Accounting Principles. All accounting terms not specifically defined herein shall be construed in accordance with GAAP. If any changes in accounting principles from those used in the preparation of the financial statements referred to in Section 4.01(e) are hereafter required or permitted by GAAP and are adopted by the Company with the agreement of its independent certified public accountants and such changes result in a change in the components of the calculation of any of the financial covenants, standards or terms found in Article 5 hereof, the Company and the Agent agree to enter into negotiations in order to amend such provisions so as to equitably reflect such changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such changes as if such changes had not been made; provided, however, that no change in GAAP that would affect the components of the calculation of any of such financial covenants, standards or terms shall be given effect in such calculations until such provisions are amended, in a manner satisfactory to the Agent, to so reflect such change in accounting principles. Without limiting the generality of

the foregoing, any sale of accounts receivable, chattel paper, instruments, general intangibles and related equipment or inventory or any other assets by the Company or any Subsidiary which constitutes a sale of such assets under GAAP as in effect from time to time and any related third party transfer or financing with respect to such assets shall not constitute Debt under this Agreement or the grant of a Lien on such assets for purposes of this Agreement. Notwithstanding anything in the second sentence of this Section to the contrary, (x) whether any such sale constitutes a sale shall be determined by SFAS 140 or any successor pronouncement from and after its respective effective date and (y) all leases of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance on February 25, 2016 of the ASU 2016-02 (ASC 842, Leases) shall continue to be treated as operating leases (and any future lease that would have been treated as an operating lease for purposes of GAAP prior to the issuance of ASC 842 shall be treated as an operating lease), in each case for purposes of this Agreement.

Section 1.04. [Reserved]

Section 1.05. Exchange Rates; Currency Equivalents. (a) (a) The Agent or the applicable Issuing Bank, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Advances and Letters of Credit and amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Agent or the applicable Issuing Bank, as applicable.

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

Section 1.06. Additional Currencies. (a) (a)The Company may from time to time request that Revolving Advances be made and/or Letters of Credit be issued in a currency other than Primary Currencies; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request

with respect to the making of Revolving Advances, such request shall be subject to the approval of the Agent and the Banks; and in the case of any such request with respect to the Issuance of Letters of Credit, such request shall be subject to the approval of the Agent and the applicable Issuing Bank.

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

(c)Any failure by a Bank or any Issuing Bank, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Bank or Issuing Bank, as the case may be, to permit Revolving Advances to be made or Letters of Credit to be Issued in such requested currency. If the Agent and all the Banks consent to making Revolving Advances in such requested currency, the Agent shall so notify the Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Revolving Borrowings of Revolving Advances; and if the Agent and the applicable Issuing Bank consent to the Issuance of Letters of Credit in such requested currency, the Agent shall so notify the Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit Issuances. In connection with any such consent, the Agent may, with the consent of the Company only, amend, modify or supplement this Agreement (including, without limitation, the definitions of Business Day and EurocurrencyAlternative Currency Term Rate) solely as necessary to reflect the addition of the applicable currency as an Alternative Currency hereunder. If the Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Agent shall promptly so notify the Company.

Section 1.07. Change Of Currency. (a) (a) Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption. If, in relation to the currency of any such member state, the basis of

accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbankrelevant market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Revolving Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Revolving Borrowing, at the end of the then current Interest Period.

(b)Each provision of this Agreement shall be subject to such reasonable changes of construction as the Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

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

Section 1.08. Letter Of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such times.

Section 1.09. Interest Rates. The Agent does not warrant nor accept responsibility, nor shall the Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “EurocurrencyAlternative Currency Term Rate”, “Term SOFR”, “SONIA” or “SONIA Daily Rate” or with respect to any rate that is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.

Section 1.10. Division. Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar

term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

ARTICLE 2

AMOUNTS AND TERMS OF THE ADVANCES

Section 2.01. The Revolving Advances and Letters of Credit. (a) (a) Each Bank severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Advances to the Borrowers from time to time on any Business Day during the period from the date hereof until the Termination Date. After giving effect to any Revolving Borrowing, (i) the sum of the Revolving Credit Obligations shall not exceed the Total Commitment, (ii) the aggregate outstanding principal amount of the Revolving Advances of any Bank, plus such Bank’s Letter of Credit Participations and Swing Line Participations shall not exceed such Bank’s Commitments and (iii) the aggregate outstanding principal amount of the Revolving Advances and Letter of Credit Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit.

(b)Each Revolving Borrowing shall consist of Revolving Advances of the same Type made on the same day to the same Borrower by the Banks ratably according to their respective Commitments. Each Revolving Borrowing shall be in an aggregate amount of:

(i)in the case of a Borrowing comprised of Base Rate Advances, not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof;

(ii)in the case of a Borrowing comprised of EurocurrencySOFR Advances denominated in Dollars, not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof;

(iii)in the case of a Borrowing comprised of EurocurrencyAlternative Currency Term Rate Advances denominated in a Primary Currency, not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof;

(iv)in the case of a Borrowing comprised of EurocurrencyAlternative Currency Term Rate Advances denominated in any Alternative Currency other than a Primary Currency, not less than any amount (and an integral multiple in excess thereof) advised to the Company by the Agent on the basis of then prevailing market conditions and conventions; and

(v)in the case of a Borrowing comprised of SONIA Daily Rate Advances, not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof.

(c)Within the limits of each Bank’s Commitment, a Borrower may borrow, prepay pursuant to Section 2.14, and reborrow under this Section 2.01.

(d)For purposes of this Section 2.01 and all other provisions of this Article 2, the equivalent in Dollars of any Alternative Currency or the equivalent in any Alternative Currency of Dollars or of any other Alternative Currency shall be determined in accordance with Section 1.05.

Section 2.02. Making the Revolving Advances. (a) (a) Each Revolving Borrowing shall be made on notice, given in the case of a Revolving Borrowing comprised of EurocurrencyAlternative Currency Term Rate Advances, SOFR Advances or SONIA Daily Rate Advances not later than 11:00 a.m. (New York City time), or in the case of a Revolving Borrowing comprised of Base Rate Advances, not later than 12:00 noon, by the Company (on behalf of the applicable Borrower):

(x)in the case of a proposed Revolving Borrowing comprised of Base Rate Advances, to the Agent on the date of such proposed Borrowing;

(y)in the case of a proposed Revolving Borrowing comprised of EurocurrencySOFR Advances denominated in Dollars, to the Agent three (3) Business Days prior to the date of such proposed Borrowing; and

(z)in the case of a proposed Revolving Borrowing comprised of EurocurrencyAlternative Currency Term Rate Advances denominated in an Alternative Currency or SONIA Daily Rate Advances, to the Agent four (4) Business Days prior to the date of such proposed Borrowing.

Each such notice of a Revolving Borrowing (a “Notice of Revolving Borrowing”) shall be signed by a Responsible Officer of the Company, delivered in a manner specified in Section 9.02 and shall be in substantially the form of Exhibit B-1 hereto (or such other form as may be approved by the Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Agent)), specifying therein the requested (i) (i) Borrower, (ii) (ii) date of such Revolving Borrowing, (iii) (iii) Type of Revolving Advances comprising such Revolving Borrowing, (iv) (iv) in the case of a proposed Revolving Borrowing comprised of EurocurrencyAlternative Currency Term Rate Advances, currency of such Revolving Advances, (v) (v) in the case of a proposed Revolving Borrowing comprised of EurocurrencyAlternative Currency Term Rate Advances or SOFR Advances, initial Interest Period for each such Advance and (vi) (vi) aggregate amount of such Revolving Borrowing. The

Company shall certify, in each Notice of Revolving Borrowing, the Credit Ratings, if any, then in effect. Following its receipt of a Notice of Revolving Borrowing, the Agent shall give each Bank prompt notice thereof in a manner specified in Section 9.02. In the case of a proposed Revolving Borrowing comprised of EurocurrencyAlternative Currency Term Rate Advances, SOFR Advances or SONIA Daily Rate Advances, the Agent shall promptly notify each Bank and the Company of the applicable interest rate under Section 2.10(a), Section 2.10(b) or, Section 2.10(c), or Section 2.10(d), respectively.

(a)(b) Each Bank shall make available for the account of its Applicable Lending Office:

(i)in the case of a Revolving Borrowing comprised of Base Rate Advances, to the Agent before 12:00 noon (New York City time) (or, if the applicable Notice of Revolving Borrowing shall have been given on the date of such Revolving Borrowing, before 4:00 p.m. (New York City time)) on the date of such Revolving Borrowing, at such account maintained at the Payment Office for Dollars as shall have been notified by the Agent to the Banks prior thereto and in same day funds, such Bank’s ratable portion of such Revolving Borrowing in Dollars;

(ii)in the case of a Revolving Borrowing comprised of EurocurrencySOFR Advances denominated in Dollars, to the Agent before 12:00 noon (New York City time) on the date of such Revolving Borrowing, at such account maintained at the Payment Office for Dollars as shall have been notified by the Agent to the Banks prior thereto and in same day funds, such Bank’s ratable portion of such Revolving Borrowing in Dollars; and

(iii)in the case of a Revolving Borrowing comprised of Eurocurrency Advances denominated in an Alternative Currency Term Rate Advances or SONIA Daily Rate Advances, to the Agent before 2:00 p.m. (London time) on the date of such Revolving Borrowing, at such account maintained at the Payment Office for such Alternative Currency as shall have been notified by the Agent to the Banks prior thereto and in same day funds, such Bank’s ratable portion of such Revolving Borrowing in such Alternative Currency.

After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 3, the Agent will make such funds available to the applicable Borrower at the aforesaid applicable Payment Office.

(b)(c) Each Notice of Revolving Borrowing shall be irrevocable and binding on the Borrower on whose behalf it shall have been submitted. In the case of any Revolving Borrowing which the related Notice of Revolving

Borrowing specifies is to be comprised of EurocurrencyAlternative Currency Term Rate Advances, SOFR Advances or SONIA Daily Rate Advances, the applicable Borrower shall indemnify each Bank, after receipt of a written request by such Bank setting forth in reasonable detail the basis for such request, against any loss (but excluding loss of any Applicable Eurocurrency Margin or Applicable SONIA Margin, as applicable), cost or expense reasonably incurred by such Bank as a result of any failure to fulfill on or before the date specified in such Notice of Revolving Borrowing for such Revolving Borrowing the applicable conditions set forth in Article 3, including, without limitation, any loss (but excluding loss of any Applicable Eurocurrency Margin or Applicable SONIA Margin, as applicable), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund the Revolving Advance to be made by such Bank as part of such Revolving Borrowing when such Revolving Advance, as a result of such failure, is not made on such date.

(c)(d) Unless the Agent shall have received notice from a Bank prior to the date of any Revolving Borrowing (or, in the case of a Base Rate Borrowing, not less than two hours prior to the time of such Borrowing) that such Bank will not make available to the Agent such Bank’s ratable portion of such Revolving Borrowing, the Agent may assume that such Bank has made such portion available to it on the date of such Revolving Borrowing in accordance with subsection (b) of this Section 2.02 and it may, in reliance upon such assumption, make (but shall not be required to make) available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and such Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Agent at (i) (i) in the case of such Borrower, the interest rate applicable to Base Rate Advances and (ii) (ii) in the case of such Bank, the Overnight Rate plus any administrative, processing or similar fees customarily charged by the Agent in connection with the foregoing. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Revolving Advance as part of such Revolving Borrowing for purposes of this Agreement.

(d)(e) The failure of any Bank to make the Revolving Advance to be made by it as part of any Revolving Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Revolving Advance on the date of such Revolving Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Revolving Advance to be made by such other Bank on the date of any Revolving Borrowing.

(e)(f) After giving effect to all Revolving Borrowings, all Conversions of Revolving Advances from one Type to the other, and all continuations of Revolving Advances as the same Type, there shall not be more than eight (8) Interest Periods in effect with respect to the Revolving Borrowings.

Section 2.03. [Reserved]

Section 2.04. [Reserved]

Section 2.05. Letters of Credit. Subject to the terms and conditions set forth herein (including Section 2.24(c) and Section 2.05(j)), from the date hereof until the Letter of Credit Expiration Date, each Issuing Bank hereby agrees to Issue for the account of any Borrower or any Subsidiary one or more Letters of Credit denominated in (x) Dollars, (y) a Primary Currency or (z) if agreed to by each Bank and such Issuing Bank in their absolute and sole discretion, an Alternative Currency that is not a Primary Currency, up to an aggregate undrawn face amount at any one time outstanding equal to the Letter of Credit Sublimit and subject to the following provisions.

(a)Types and Amounts. No Issuing Bank shall have any obligation to Issue, and, with respect to clauses (i) through (iii) and (v) below, shall not except as otherwise agreed by the Majority Banks and such Issuing Bank (except with respect to any notification received by an Issuing Bank pursuant to Section 2.05(a)(ii)(A), which shall require the agreement of all of the Banks and such Issuing Bank), Issue any Letter of Credit at any time:

(i)if the aggregate Letter of Credit Obligations with respect to such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank or (unless otherwise agreed by such Issuing Bank in its sole and absolute discretion) the Letter of Credit Fronting Sublimit of such Issuing Bank;

(ii)if such Issuing Bank receives notice (A) (A) from the Agent at or before 11:00 a.m. (New York City time) on the date of the proposed Issuance of such Letter of Credit that, immediately after giving effect to the Issuance of such Letter of Credit, (w) the Revolving Credit Obligations at such time would exceed the Total Commitment, (x) the outstanding Letter of Credit Obligations would exceed the amount of the Letter of Credit Sublimit, (y) the aggregate outstanding principal amount of the Revolving Advances of any Bank, plus such Bank’s Letter of Credit Participations and Swing Line Participations shall exceed such Bank’s Commitments, or (z) the aggregate outstanding principal amount of the Revolving Advances and Letter of Credit Obligations denominated in Alternative Currencies shall exceed the Alternative Currency Sublimit, or

(B) (B) from any of the Banks at or before 11:00 a.m. (New York City time) on the date of the proposed Issuance of such Letter of Credit that one or more of the conditions precedent contained in Sections 3.01 (solely with respect to an Issuance of a Letter of Credit on the Third Amendment and Restatement Effective Date, if applicable) or 3.02, would not on such date be satisfied, unless such conditions are thereafter satisfied or waived and notice of such satisfaction or waiver is given to such Issuing Bank by the Agent (and such Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Sections 3.01 or 3.02, as applicable, have been satisfied or waived);

(iii)subject to Section 2.05(c)(iii), which has an expiration date later than the earlier of (A) (A) the date one (1) year after the date of Issuance or (B) (B) except as otherwise set forth in Section 2.05(j), the Business Day five (5) Business Days prior to the Stated Termination Date;

(iv)which is in a currency other than Dollars or a Primary Currency, or if agreed to by each Bank and such Issuing Bank in their absolute and sole discretion, an Alternative Currency that is not a Primary Currency;

(v)the Issuance and terms of which are governed by the laws of any jurisdiction other than the United States or any other jurisdiction which is approved by the Agent and such Issuing Bank (which approval shall not be unreasonably withheld or delayed);

(vi)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable Issuing Bank from issuing such Letter of Credit, or any law applicable to the applicable Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable Issuing Bank shall prohibit, or request that the applicable Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the applicable Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the applicable Issuing Bank is not otherwise compensated hereunder) not in effect on the Third Amendment and Restatement Effective Date, or shall impose upon the applicable Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Third Amendment and Restatement Effective Date and which the applicable Issuing Bank in good faith deems material to it (it being understood that if the Issuing Bank determines not to Issue a Letter of Credit as a result of events or circumstances giving rise to unreimbursed losses, costs or expenses, the Issuing Bank shall promptly notify the Company and the Agent of the

same. The Company may elect to reimburse such Issuing Bank for such loss, cost or expense; and upon the reimbursement of such loss, cost or expense, the Issuing Bank shall Issue such Letter of Credit on the terms and subject to the other conditions set forth herein); or

(vii)the Issuance of such Letter of Credit would violate one or more written policies of the applicable Issuing Bank applicable to letters of credit of the type of Letter of Credit to be issued hereunder.

(b)Conditions. In addition to being subject to the satisfaction of the conditions precedent contained in Sections 3.01 (solely with respect to an Issuance of a Letter of Credit on the Third Amendment and Restatement Effective Date, if applicable) and 3.02, the obligation of an Issuing Bank to Issue any Letter of Credit is subject to the satisfaction in full of the following conditions:

(i)if such Issuing Bank so requests by a time reasonably following such Issuing Bank’s receipt of the Agent’s notice of the proposed Issuance of such Letter of Credit, the applicable Borrower shall have executed and delivered to such Issuing Bank and the Agent a Letter of Credit Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof; and

(ii)unless otherwise agreed to by such Issuing Bank, the terms of the proposed Letter of Credit shall conform to the customary terms of letters of credit issued by such Issuing Bank.

(c)Issuance of Letters of Credit.

(i)The Company (on behalf of the applicable Borrower) shall deliver to the applicable Issuing Bank and the Agent in a manner specified in Section 9.02 a Notice of Letter of Credit Issuance signed by a Responsible Officer of the Company in the form attached hereto as Exhibit B-2 (a “Notice of Letter of Credit Issuance”) not later than 11:00 a.m. (New York City time) on the third Business Day preceding the requested date for Issuance of a Letter of Credit hereunder, or such shorter notice as may be acceptable to such Issuing Bank and the Agent. Each Notice of Letter of Credit Issuance shall be irrevocable and binding on the Borrower on whose behalf it shall have been submitted.

(ii)The applicable Issuing Bank shall give the Agent written notice, or telephonic notice confirmed promptly thereafter in writing, of the Issuance of a Letter of Credit.

(iii)If the Company so requests in any applicable Letter of Credit application, the applicable Issuing Bank may, in its sole discretion,

agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Company shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Banks shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date, subject to Section 2.05(j); provided, however, that such Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.05(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Agent that the Majority Banks have elected not to permit such extension or (2) from the Agent, any Bank or the Company that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, and in each such case directing the applicable Issuing Bank not to permit such extension.

(d)Duties of Issuing Bank.

No action taken or omitted in good faith by an Issuing Bank under or in connection with any Letter of Credit (except for any such action resulting from the gross negligence, bad faith or willful misconduct of such Issuing Bank) shall put such Issuing Bank under any resulting liability to any Bank or any Borrower or relieve any Bank of its obligations hereunder to such Issuing Bank. In determining whether to pay under any Letter of Credit, an Issuing Bank shall have no obligation to the Banks or any Borrower other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered by the appropriate Person and that they appear on their face to comply with the requirements of such Letter of Credit.

(e)Participations; Reimbursement Obligations.

(i)Immediately upon Issuance by an Issuing Bank of any Letter of Credit in accordance with the procedures set forth in this Section 2.05, each Bank shall be deemed to have irrevocably and unconditionally

purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation in such Letter of Credit (a “Letter of Credit Participation”) in the proportion of such Bank’s Applicable Percentage, including, without limitation, all Letter of Credit Obligations and other obligations of the applicable Borrower with respect thereto (other than amounts owing to an Issuing Bank under Section 2.05(g)) and any security therefor and guaranty pertaining thereto.

(ii)If an Issuing Bank shall make any disbursement in respect of a drawing on a Letter of Credit, the applicable Borrower shall reimburse such Issuing Bank for the amount drawn not later than 12:00 noon, New York City time, on the next Business Day after the date that such disbursement is made, if such Borrower shall have received notice of such disbursement prior to 10:00 a.m., New York City time, on such date of disbursement, or, if such notice has not been received by such Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (A) (A) the next Business Day after the date that such Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (B) (B) the second Business Day following the day that such Borrower receives such notice, if such notice is received after 10:00 a.m., New York City time, on the day of receipt (the applicable date and time for payment set forth above being referred to as the “Reimbursement Date”). In the case of a Letter of Credit denominated in an Alternative Currency, the applicable Borrower shall reimburse the applicable Issuing Bank in such Alternative Currency, unless (x) the applicable Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (y) in the absence of any such requirement for reimbursement in Dollars, the Company shall have notified the applicable Issuing Bank promptly following receipt of the notice of drawing that the Company will reimburse the applicable Issuing Bank in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the applicable Issuing Bank shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. If any Reimbursement Obligation is not paid by the applicable Borrower by the applicable Reimbursement Date, the Issuing Bank shall promptly notify the Agent, which shall promptly notify each Bank, and each such Bank shall promptly and unconditionally pay to the Agent for the account of such Issuing Bank (in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) in immediately available funds, the amount of such Bank’s Applicable Percentage of the payment made by the Issuing Bank, and the Agent shall promptly pay to such Issuing Bank such amounts received by it. In the

event such payments are made by such Banks, such payments shall constitute Revolving Advances made to the Borrower pursuant to Section 2.02 (irrespective of the satisfaction of the conditions in Sections 3.01 or 3.02, as applicable), and the Borrower’s obligation to pay such Reimbursement Obligation shall be deemed discharged when due and replaced by such resulting Revolving Advances. If it shall be illegal or unlawful for any Borrower to incur Revolving Advances as contemplated by the preceding sentence because of an Event of Default described in Section 6.01(e) or otherwise, each Bank’s payment of its Applicable Percentage of the Reimbursement Obligation pursuant to the preceding sentence shall constitute the purchase of an undivided participation interest in the Reimbursement Obligation owed to the Issuing Bank, and such payments shall not constitute Revolving Advances and shall not relieve the applicable Borrower of its obligation to pay such Reimbursement Obligation. All Reimbursement Obligations shall bear interest at the Base Rate (plus the Applicable Base Rate Margin) from the date of the relevant drawing under such Letter of Credit until the Reimbursement Date, or, if applicable, until the date of the Revolving Advances satisfying such Reimbursement Obligation as set forth in the second preceding sentence, and thereafter at a rate per annum at all times equal to 2% per annum above the Base Rate (plus the Applicable Base Rate Margin) in effect from time to time. If a Bank does not make its Applicable Percentage of the amount of any such payment available to the Agent, such Bank agrees to pay to the Agent for the account of such Issuing Bank, forthwith on demand, such amount together with interest thereon, at the Overnight Rate plus any administrative processing or similar fees customarily charged by the Issuing Bank in connection with the foregoing. The failure of any Bank to make available to the Agent for the account of an Issuing Bank its Applicable Percentage of any such payment shall neither relieve any other Bank of its obligation hereunder to make available to the Agent for the account of such Issuing Bank such other Bank’s Applicable Percentage of any payment on the date such payment is to be made nor increase the obligation of any other Bank to make such payment to the Agent.

(iii)Whenever an Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, as to which any Bank has made a Revolving Advance or purchased a participation pursuant to Section 2.05(e)(ii), such Issuing Bank shall promptly pay to the Agent such payment for distribution to the applicable Banks in accordance with their Applicable Percentage with respect to the applicable Letter of Credit.

(iv)Upon the request of any Bank, the applicable Issuing Bank shall furnish such Bank copies of any Letter of Credit or Letter of Credit Reimbursement Agreement to which such Issuing Bank is party.

(v)The obligations of any Bank to make payments to the Agent for the account of an Issuing Bank with respect to a Letter of Credit shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be made in accordance with this Agreement (irrespective of the satisfaction of the conditions described in Sections 3.01 or 3.02, as applicable) under all circumstances, including, without limitation, any of the following circumstances:

(A)any lack of validity or enforceability hereof or of any of the other Loan Documents;

(B)the existence of any claim, setoff, defense or other right which any Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Agent, any Issuing Bank, any Bank or any other Person, whether in connection herewith, with any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit);

(C)any draft, certificate or any other document presented under the Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(D)the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;

(E)any failure by the Issuing Bank to make any reports required pursuant to Section 2.05(h) or the inaccuracy of any such report; or

(F)the occurrence of any Default or Event of Default.

(f)Payment of Reimbursement Obligations.

(i)The applicable Borrower unconditionally agrees to pay to the applicable Issuing Bank the amount of all Reimbursement Obligations,

interest and other amounts payable to such Issuing Bank under or in connection with each Letter of Credit Issued by such Issuing Bank for the account of such Borrower when such amounts are due and payable, irrespective of any claim, setoff, defense or other right which such Borrower may have at any time against such Issuing Bank or any other Person.

(ii)In the event any payment by a Borrower received by an Issuing Bank with respect to a Letter of Credit distributed by the Agent to the Banks on account of their Letter of Credit Participations is thereafter set aside, avoided or recovered from such Issuing Bank in connection with any receivership, liquidation or bankruptcy proceeding, each such Bank which received such distribution shall, upon demand by such Issuing Bank, contribute such Bank’s Applicable Percentage with respect to such Letter of Credit of the amount set aside, avoided or recovered together with interest at the rate required to be paid by the Issuing Bank upon the amount required to be repaid by it.

(g)Issuing Bank Fees and Charges. Each Borrower agrees to pay to each Issuing Bank, solely for its own account, (i) (i) a fronting fee in the amount and at the time specified in the applicable Fee Letter (or in the case of any Issuing Bank set forth in clause (f) of the definition thereof, in an amount to be agreed upon between such Issuing Bank and such Borrower) and (ii) (ii) the standard charges assessed by such Issuing Bank in connection with the Issuance, administration, amendment and payment or cancellation of such Letter of Credit.

(h)Issuing Bank Reporting Requirements. Each Issuing Bank shall, on the day it Issues a Letter of Credit, provide a copy of such Letter of Credit to the Agent. On a monthly basis, each Issuing Bank shall deliver to the Agent a complete list of all outstanding Letters of Credit issued by such Issuing Bank.

(i)Exoneration. As between the Borrowers on the one hand and the Agent, the Banks and each Issuing Bank on the other hand, the Borrowers assume all risks of the acts and omissions of, or misuse of Letters of Credit by, the respective beneficiaries of the Letters of Credit Issued hereunder. In furtherance and not in limitation of the foregoing, subject to the provisions of the applicable Letter of Credit Reimbursement Agreement, the Agent, the Issuing Banks and the Banks shall not be responsible for: (A) (A) the form, validity, legality, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for or Issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) (B) the validity, legality or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason;

(C) (C) failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (D) (D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) (E) errors in interpretation of technical terms; (F) (F) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (G) (G) the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; (H) (H) any litigation, proceeding or charges with respect to a Letter of Credit; and (I) (I) any consequences arising from causes beyond the control of the Agent, the applicable Issuing Bank or the Banks; except in the cases of clauses (A) (with respect to form only), (B), (C), (D), (E), (F), (H) and (I) above, for the gross negligence or willful misconduct of the Issuing Bank, as determined in a judgment by a court of competent jurisdiction.

(j)Extended Facility Letters of Credit. Notwithstanding the contrary provisions of Section 2.05(a), Letters of Credit may be Issued with expiry dates later than the fifth Business Day prior to the Stated Termination Date upon the terms and conditions set forth in this Section 2.05(j) (any such Letter of Credit, an “Extended Facility Letter of Credit”). No Extended Facility Letter of Credit shall have an expiry date later than one year after the Stated Termination Date. From the date of Issuance of any Extended Facility Letter of Credit, the Company will maintain cash collateral in the Letter of Credit Collateral Account in an amount equal to 105% of the Letter of Credit Obligations relating to Extended Facility Letters of Credit, and at all times when any Extended Facility Letters of Credit are outstanding, the Company will maintain cash collateral in the Letter of Credit Collateral Account in an amount not less than 105% of the Letter of Credit Obligations relating to such Extended Facility Letters of Credit then outstanding.

(k)Letter of Credit Collateral Account. The Company agrees that it will, upon the request of the Agent or the Majority Banks after the occurrence and during the continuance of an Event of Default, and as otherwise required pursuant to Section 2.05(j), establish and maintain a Letter of Credit Collateral Account. The Company hereby pledges and grants to the Agent, on behalf of the Issuing Banks and the Banks, a security interest in all of the Company’s right, title and interest in and to all funds which may from time to time be on deposit in the Letter of Credit Collateral Account to secure the prompt and complete payment and performance of the Letter of Credit Obligations, and to the extent provided in Sections 6.02(b) and (c), other payment obligations hereunder. Nothing in this Section 2.05(k) shall obligate the Company to deposit any funds in the Letter of Credit Collateral Account or limit the right of the Agent to release any funds held in the Letter of Credit Collateral Account other than as required in Section 2.05(j) or Section 6.02.

(l)Obligations Several. The obligations of each Issuing Bank and each Bank under this Section 2.05 are several and not joint, and no Bank shall be responsible for any Issuing Bank’s obligation to Issue Letters of Credit or any other Bank’s participation obligations therein.

(m)Applicability of ISP and UCP. Unless otherwise expressly agreed by the Issuing Bank and the Company when a Letter of Credit is Issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.

(n)Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Company shall be obligated to reimburse the Issuing Bank hereunder for any and all drawings under such Letter of Credit. The Company hereby acknowledges that the Issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Company, and that the Company’s business derives substantial benefits from the businesses of such Subsidiaries.

Section 2.06. [Reserved]

Section 2.07. Fees.

(a)Facility Fee. Subject to Section 2.24(a)(iii) the Company agrees to pay each Bank a facility fee at the respective rate per annum set forth below on such Bank’s actual daily Commitment (irrespective of usage) from the date hereof until the Termination Date, payable on the last day of each March, June, September and December during the term of such Bank’s Commitment and on the Termination Date. The facility fee in respect of any period shall be determined on the basis of the Credit Ratings in effect on each day during such period, in accordance with the table set forth below. The rate per annum at which such facility fee is calculated shall change when and as any Credit Rating changes.


Debt Rating From S&P/Moody’s/Fitch	Facility Fee (Rates per annum)
> A+ / A1 / A+	5.0 bps
A / A2 / A	7.0 bps
A- / A3 / A-	9.0 bps


BBB+ / Baa1 / BBB+	10.0 bps
< BBB / Baa2 / BBB	12.5 bps

(b)Letter of Credit Fees. Subject to Section 2.24(a)(iii) in addition to any fees paid pursuant to Section 2.05(g), the Company agrees to pay to the Agent for the account of the Banks, to be allocated among the Banks based upon their Applicable Percentages with respect to each Letter of Credit for which the fee is paid, a fee on each issued and outstanding Letter of Credit (a “Letter of Credit Fee”) at the respective rate per annum set forth below on the daily undrawn amount of each Letter of Credit from the date hereof until the Termination Date, payable on the first Business Day after the end of each March, June, September and December during the term of such Bank’s Commitment and on the Termination Date. The Letter of Credit Fee in respect of any period shall be determined on the basis of the Credit Ratings in effect on each day during such period, in accordance with the table set forth below. The rate per annum at which such Letter of Credit Fee is calculated shall change when and as any Credit Rating changes.


Debt Rating From S&P/Moody’s/Fitch	Letter of Credit Fee (Rate per annum)
> A+ / A1 / A+	70.0 bps
A / A2 / A	80.5 bps
A- / A3 / A-	91.0 bps
BBB+ / Baa1 / BBB+	102.5 bps
< BBB / Baa2 / BBB	112.5 bps

(c)Other Fees.

(i)The Company shall pay to the Arrangers and the Agent for their own respective accounts fees in the amounts and at the times set forth in the applicable Fee Letters or otherwise separately agreed by them. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(ii)The Company shall pay to the Banks such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

Section 2.08. Reduction of the Commitments; Increased Commitments; Additional Banks.

(a)The Company shall have the right, upon at least three (3) Business Days’ notice to the Agent and without premium or penalty, to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Banks; provided, that the Total Commitment shall not be reduced to an amount which is less than the aggregate principal amount of the Revolving Credit Obligations then outstanding; provided further, that if the Total Commitment is reduced to an amount which is less than the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit then in effect, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit (as applicable) shall automatically be reduced to an amount equal to the Total Commitment as so reduced; provided further, that each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof; and provided further, that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or another transaction, in which case such notice may be revoked by the Company (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied.

(b)The Company may, upon notice to the Agent (which shall promptly provide a copy of such notice to the Banks), propose to increase the Total Commitment by an amount not to exceed $1,000,000,000 in the aggregate for all such increases during the term of this Agreement (the amount of any such increase, the “Increased Commitments”). The Company shall be entitled to have the Total Commitment increased pursuant to this Section 2.08(b) not more than five (5) times during the term of this Agreement. At the time of sending such notice, the Company (in consultation with the Agent) shall specify the time period within which each Bank is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Banks). Each Bank shall notify the Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Bank not responding within such time period shall be deemed to have declined to increase its Commitment.

(c)The Agent shall notify the Company and each Bank of the Banks’ responses to each request made pursuant to Section 2.08(b). To achieve the full amount of a requested increase, the Company may designate another financial

institution or other financial institutions which are not existing Banks which at the time agree to such designation (each such financial institution, an “Added Bank”) to become a party to this Agreement. The sum of the increases in the Commitments of the existing Bank plus the Commitments of the Added Banks shall not in the aggregate exceed the unsubscribed amount of the Increased Commitments.

(d)If the Total Commitments are increased in accordance with this Section 2.08, the Company (in consultation with the Agent) shall determine the effective date of such increase and the final allocations of such increase. The Agent shall promptly notify the Banks of the final allocations of such increase and the effective date of such increase. An increase in the Total Commitment pursuant to this Section 2.08 shall become effective upon the receipt by the Agent of an Increase Agreement signed by the Company, by each Added Bank, and by each other Bank whose Commitment is to be increased (each such Bank, an “Increasing Bank”), setting forth the new Commitments of such Banks and setting forth the agreement of each Added Bank to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Company with respect to the Increased Commitments and such opinions of counsel for the Company with respect to the Increased Commitments as set forth in such Increase Agreement. Once the Increase Agreement has been executed and delivered by the applicable parties, this Agreement shall be deemed to be amended to reflect the increase in Commitments provided for therein notwithstanding the provisions of Section 9.01.

By executing and delivering an Increase Agreement, each Increasing Bank and each Added Bank confirms to and agrees with each party hereto as follows: (x) neither the Agent nor any Bank makes any representation or warranty, nor assumes any responsibility with respect to, any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (y) neither the Agent nor any Bank makes any representation or warranty, nor assumes any responsibility with respect to, the financial condition of any Borrower or the performance or observance by any Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto.

Within ten (10) Business Days after execution of an Increase Agreement (or such longer period as the Agent may reasonably agree), each Borrower, at its own expense, shall execute and deliver to the Agent a new Note, if requested on or prior to the effective date of the applicable Increase Agreement, to each Added Bank and, if requested on or prior to the effective date of the applicable Increase Agreement by any Increasing Bank, to such Increasing Bank. Such new Note or

Notes shall be dated the effective date of such Increase Agreement and shall otherwise be in substantially the form of Exhibit A hereto.

(e)If there are any Revolving Advances outstanding on the effective date of any Increase Agreement, each Bank other than an Added Bank or an Increasing Bank (each such Bank an “Assigning Bank”) agrees that it will assign to each Added Bank and Increasing Bank such portion of such Assigning Bank’s rights and obligations under this Agreement as shall be necessary to cause each Added Bank and Increasing Bank to share ratably (based on the proportion that such Added Bank’s or Increasing Bank’s Commitment bears to the Total Commitment after giving effect to the Increase Agreement) in each such Revolving Advance. Such assignments shall be effected by execution and delivery by the applicable Assigning Banks, Added Banks or Increasing Banks of Assignments and Acceptances. In consideration of such assignments, each Added Bank and Increasing Bank shall before 12:00 noon (New York City time) on the effective date of the Increase Agreement, make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 9.02, in same day funds, such Added Bank’s or Increasing Bank’s ratable portion (based on (i) the proportion that such Added Bank’s Commitment or (ii) the increase in such Increasing Bank’s Commitment bears to the Total Commitment after giving effect to the Increase Agreement) of each Revolving Borrowing then outstanding, together with an amount equal to such ratable portion of the interest which has accrued to such date and remains unpaid on such Revolving Advances. After the Agent’s receipt of such funds, the Agent will promptly make such same day funds available to the account of each Assigning Bank in an amount equal to such Assigning Bank’s ratable portion of such payment by the Added Banks and Increasing Banks.

(f)If there are any Letters of Credit or Swing Line Advances outstanding on the date of any Increase Agreement, each Issuing Bank and Swing Line Bank and each Bank agree that the Letter of Credit Participations and Swing Line Participations with respect to each outstanding Letter of Credit and Swing Line Advance shall be adjusted so that each Bank’s Letter of Credit Participation and Swing Line Participation with respect to each such Letter of Credit and Swing Line Advance shall be in the proportion that such Bank’s Applicable Share (after giving effect to the Increased Commitments and the assignments provided for in Section 2.08(e)).

Section 2.09. Repayment of Revolving Advances and Swing Line Advances. Each Borrower shall repay on the Termination Date the principal amount of each Revolving Advance made to it. Each Borrower shall repay each Swing Line Advance on the earlier to occur of (x) the Termination Date and (y) the date that is ten (10) Business Days after such Swing Line Advance is made.

Section 2.10. Interest on Revolving Advances and Swing Line Advances. Each Borrower shall pay interest on the unpaid principal amount of each Revolving Advance and each Swing Line Advance made by each Bank to such Borrower from the date of such Revolving Advance or such Swing Line Advance until such principal amount shall be paid in full, at the following rates per annum:

(a)Base Rate Advances. With respect to any Revolving Advance that is a Base Rate Advance and any Swing Line Advance, a rate per annum equal at all timeseach day that such Base Rate Advance or Swingline Advance is outstanding to the Base Rate in effect from time to time plus the Applicable Base Rate Margin, payable quarterly in arrears on the tenth Business Day of each April, July, October and January and on the date such Base Rate Advance or Swing Line Advance shall be paid in full; provided, that any amount of principal which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest, from the date on which such amount is due until such amount is paid in full, payable on demand, at a rate per annum equal at all times to 2% per annum above the Base Rate plus the Applicable Base Rate Margin in effect from time to time. The Agent shall provide telephonic notice to the Company (which in turn shall advise the applicable Borrower) of the amount of interest due and payable on Base Rate Advances or Swing Line AdvanceAdvances by a date not later than the date such payment is due; provided, however, that the Agent’s failure to give such notice shall not discharge the applicable Borrower from the payment of interest but shall only delay the due date of such interest until such telephonic notice is given. “Applicable Base Rate Margin” means a rate per annum determined in reference to the rates under the column “Applicable Base Rate Margin” set forth after clause (b) below on the basis of the Credit Ratings at such time.

(b)EurocurrencyAlternative Currency Term Rate Advances. If such Revolving Advance is a Eurocurrencyan Alternative Currency Term Rate Advance, a rate per annum equal at all times during the Interest Period for such Revolving Advance to the sum of the EurocurrencyAlternative Currency Term Rate for the Alternative Currency of such Advance for such Interest Period plus the Applicable Eurocurrency Margin, payable on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day which occurs during such Interest Period every three months from the first day of such Interest Period; provided that any amount of principal which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest, from the date on which such amount is due until such amount is paid in full, payable on demand, at a rate per annum equal at all times to 2% per annum above (x) if the originally scheduled Interest Period shall then be in effect, the sum of the Eurocurrency RateAlternative Currency Term Rate for the Alternative Currency of such Advance plus the Applicable Eurocurrency Margin then in effect with respect to such Revolving Advance, and (y) in all other cases, the Base Rate plus the Applicable Base Rate Margin in effect from time to time.

“Applicable Eurocurrency Margin” means, in respect of any Eurocurrency Advance, a rate per annum determined as of the first day of the Interest Period for such Eurocurrency Advance in reference to the rates under the column “Applicable Eurocurrency Margin and Applicable SONIA Margin” set forth below on the basis of the Credit Ratings at such time.

(c)SONIA Daily Rate Advances. If such Revolving Advance is a SONIA Daily Rate Advance, a rate per annum equal each day that such Revolving Advance is outstanding to the SONIA Daily Rate determined for such day plus the Applicable SONIA Margin in effect for such day, payable in arrears on the first Business Day of each month and on the date such SONIA Daily Rate Advance shall be paid in full; provided that any amount of principal which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest, from the date on which such amount is due until such amount is paid in full, payable on demand, at a rate per annum equal at all times to 2% per annum above the sum of the SONIA Daily Rate plus the Applicable SONIA Margin then in effect with respect to such Revolving Advance. “Applicable SONIA Margin” means, in respect of any SONIA Daily Rate Advance, a rate per annum determined as of each day in reference to the rates under the column “Applicable Eurocurrency Margin and Applicable SONIA Margin” set forth below on the basis of the Credit Ratings at such time.


Debt Rating From S&P/Moody’s/Fitch	Applicable Eurocurrency Margin and Applicable SONIA Margin	Applicable Base Rate Margin
> A+ / A1 / A+	70.0 bps	0 bps
A / A2 / A	80.5 bps	0 bps
A- / A3 / A-	91.0 bps	0 bps
BBB+ / Baa1 / BBB+	102.5 bps	2.5 bps
< BBB / Baa2 / BBB	112.5 bps	12.5 bps

(d)SOFR Advances. If such Revolving Advance is a SOFR Advance, a rate per annum equal at all times during the Interest Period for such Revolving Advance to the sum of Term SOFR for such Interest Period plus the Applicable Margin, payable on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day which occurs during such Interest Period every three months from the first day of such Interest Period; provided that any amount of principal which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest, from the date on which such amount is due until such amount is paid in full, payable on demand, at a rate per annum equal at all times to 2% per annum above the sum of the SOFR Rate plus the Applicable Margin then in effect with respect to such Revolving Advance.

(e)Daily Simple SOFR Advances. With respect to any Revolving Advance that is a Daily Simple SOFR Advance, a rate per annum equal each day that such Daily Simple SOFR Advance is outstanding to Daily Simple SOFR determined for such date plus the Applicable Margin, payable quarterly in arrears on the tenth Business Day of each April, July, October and January and on the date such Daily Simple SOFR Advance shall be paid in full; provided, that any amount of principal which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest, from the date on which such amount is due until such amount is paid in full, payable on demand, at a rate per annum equal at all times to 2% per annum above Daily Simple SOFR plus the Applicable Margin in effect from time to time. The Agent shall provide telephonic notice to the Company (which in turn shall advise the applicable Borrower) of the amount of interest due and payable on Daily Simple SOFR Advances by a date not later than the date such payment is due; provided, however, that the Agent’s failure to give such notice shall not discharge the applicable Borrower from the payment of interest but shall only delay the due date of such interest until such telephonic notice is given.

(f)If (i) the applicable Borrower shall fail to select the duration of any Interest Period for any Alternative Currency Term Rate Advances or SOFR Advances, as applicable, in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and the provisions of Section 2.12, or (ii) is not entitled to Convert or continue such Advances into or as Alternative Currency Term Rate Advances or SOFR Advances, as applicable, pursuant to Section 2.12, the Agent will forthwith so notify the Company and the Banks and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into (x) in the case of clause (i) above, Alternative Currency Term Rate Advances or SOFR Advances, as applicable, having an Interest Period of one month and (y) otherwise, Base Rate Advances.

(g)On the date on which the aggregate unpaid principal amount of Revolving Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Revolving Advances shall, if they are Alternative Currency Term Rate Advances, SOFR Advances or SONIA Daily Rate Advances, automatically Convert into Base Rate Advances; provided, however, that if and so long as each such Revolving Advance shall be of the same Type and have the same Interest Period, if applicable, as Revolving Advances comprising another Borrowing or other Borrowings of such Borrower, and the aggregate unpaid principal amount of all such Revolving Advances shall equal or exceed $5,000,000 (or its equivalent in any Alternative Currency), the Company shall have the right to continue all such Advances as, or to Convert all such Advances into, Advances of such Type having such Interest Period, if applicable.

Section 2.11. [Reserved]

Section 2.11 . Additional Interest on Eurocurrency Advances. If any Bank is required (i) to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, the Company shall pay (or cause the applicable Borrower to pay) to such Bank additional interest on the unpaid principal amount of each Eurocurrency Advance equal to the actual costs of such reserves allocated to such Eurocurrency Advance by such Bank (as determined by such Bank in good faith, which determination shall be conclusive absent manifest error) and (ii) as a result of a Change in Law, to comply with any reserve ratio requirement or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Advances, the Company shall pay (or cause the applicable Borrower to pay) to such Bank such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Advance by such Bank (as determined by such Bank in good faith, which determination shall be conclusive absent manifest error), which in each case shall be due and payable on each date on which interest is payable on such Advance; provided that the Company shall have received at least ten (10) days’ prior notice (with a copy to the Agent) of such additional interest or costs from such Bank with a reasonably detailed explanation of the regulatory requirements imposing such costs and a calculation of the allocation of such costs to the relevant Commitment or Advance (or if a Bank fails to give notice ten (10) days prior to the relevant interest payment date, such additional interest shall be due and payable ten (10) days from receipt of such notice); provided further, that such amounts shall be proportionate to the amounts that such Bank charges other borrowers or account parties for such reductions suffered on loans in connection with substantially similar facilities as reasonably determined by such Bank acting in good faith. For the avoidance of doubt, no amount shall be payable under this Section 2.11 to the extent duplicative of amounts required to be reimbursed pursuant to Section 2.10(b) and/or Section 2.15. Notwithstanding the foregoing, if any reserves described in this Section 2.11 are based upon the financial strength or creditworthiness of a Bank, for the purposes of calculating the actual costs of a Bank with respect to such reserves, each such Bank shall be deemed to be in the highest applicable category of financial strength or creditworthiness.

Section 2.12. Interest Rate Determination.

(a)Section 2.12 . Interest Rate Determination. (a) The Agent shall give prompt notice to the Company (which in turn shall advise the applicable Borrower) and the Banks of the applicable interest rate determined by the Agent for purposes ofpursuant to Section 2.10(a), (b) or, (c) or (d).

(b) If the Agent shall, at least one Business Day before the date of any requested Revolving Borrowing or the Conversion or continuation of any Revolving Borrowing, notify the Company and the Banks that the Eurocurrency Rate cannot be determined pursuant to the definition of “Eurocurrency Rate” set forth in Section 1.01 of this Agreement for such requested Eurocurrency Advance or continuation of such Eurocurrency Advance for the applicable amount (whether denominated in Dollars or an Alternative Currency) and Interest Period and Section 2.12(e)(i) does not apply, the Agent shall forthwith notify the Company and the Banks that the interest rate cannot be determined for such Eurocurrency Advances, whereupon

(i) each such Revolving Advance will automatically, on the last day of the then outstanding Interest Period therefor, Convert into, and with respect to a requested Revolving Advance as part of a requested Revolving Borrowing, such Advance shall be, a Base Rate Advance denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Eurocurrency Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and

(ii) the rights of the Borrowers to select, and the obligation of the Banks to make, or to Convert Advances into or continue Advances as, Eurocurrency Advances in such currency shall be suspended until the Agent shall notify the Company and the Banks that the circumstances causing such suspension no longer exist.

(c) If, with respect to any Eurocurrency Advances or SONIA Daily Rate Advances, the Majority Banks shall at least one Business Day before the requested date of, or the proposed Conversion or continuation of the Advances comprising all or part of, any Revolving Borrowing, notify the Agent that the Eurocurrency Rate for any Interest Period for such Advances in a particular currency or the SONIA Daily Rate, as applicable, will not adequately reflect the cost to such Majority Banks of making, funding or maintaining their respective Eurocurrency Advances bearing interest at a Eurocurrency Rate for such Interest Period or SONIA Daily Rate Advances, as applicable, the Agent shall forthwith so notify the Company and the Banks, whereupon

(i) (x) any such outstanding Eurocurrency Advances denominated in Dollars will be deemed to have been converted into Base Rate Advances on the last day of the then existing Interest Period therefor and (y) any such outstanding Eurocurrency Advances denominated in an Alternative Currency or SONIA Daily Rate Advance, as applicable, at the Company’s election, will either (1) be Converted into a Revolving Borrowing of Base Rate Advances denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Eurocurrency Advance or SONIA Daily Rate Advance, as applicable or (2) be prepaid in full, in

each case, on the last day of the then existing Interest Period therefor (in the case of Eurocurrency Advances) or immediately (in the case of SONIA Daily Rate Advances), and

(ii) the rights of the Borrowers to select, and the obligation of the Banks to make, or to Convert Advances into or continue Advances as, Eurocurrency Advances in such currency or SONIA Daily Rate Advances shall be suspended until the Majority Banks have notified the Agent, and the Agent shall notify the Company and the Banks that the circumstances causing such suspension no longer exist.

(b)(d) If the Agent shall have determined (i) that for any reason adequate and reasonable means do not exist for ascertaining (xw) the EurocurrencyAlternative Currency Term Rate for any requested Interest Period with respect to a proposed EurocurrencyAlternative Currency Term Rate Advance, (x) Term SOFR for any requested Interest Period with respect to a proposed SOFR Advance, or (y) the SONIA Daily Rate with respect to a proposed SONIA Daily Rate Advance or (z) Daily Simple SOFR with respect to a proposed Daily Simple SOFR Advance or (ii) (x) that (1) the Eurocurrency Rate applicable pursuant to Section 2.10(b)Alternative Currency Term Rate for any requested Interest Period with respect to a proposed EurocurrencyAlternative Currency Term Rate Advance or, (2) Term SOFR for any Interest Period with respect to a proposed SOFR Advance, or (3) the SONIA Daily Rate with respect to a proposed SONIA Daily Rate Advance or (4) Daily Simple SOFR with respect to a proposed Daily Simple SOFR Advance, as applicable, does not adequately and fairly reflect the cost to any Bank of funding such Advance and (y) the circumstances described in Section 2.12(e)(i) do not apply, the Agent will forthwith give notice of such determination to the Company and each Bank. Thereafter, (i) the obligation of the Banks to make or maintain Eurocurrencyaffected Alternative Currency Term Rate Advances, SOFR Advances, or SONIA Daily Rate Advances or Daily Simple SOFR Advances in the affected currency hereunder shall be suspended and (ii) each affected outstanding Advance in the affected currency shall, at the Company’s election, either (1) (A) in the case of SOFR Advances, be Converted into a Revolving Borrowing of Daily Simple SOFR Advances and (B) in the case of Alternative Currency Term Rate Advances, or SONIA Daily Rate Advances or Daily Simple SOFR Advances, be Converted into a Revolving Borrowing of Base Rate Advances denominated in Dollars in the Dollar Equivalent of the amount of such outstanding EurocurrencyAlternative Currency Term Rate Advance, or SONIA Daily Rate Advance or Daily Simple SOFR Advance, as applicable or (2) be prepaid in full on the last day of the then current Interest Period applicable thereto, in the case of EurocurrencyAlternative Currency Term Rate Advances or SOFR Advances, or immediately, in the case of SONIA Daily Rate Advances or Daily Simple SOFR Advances, in each case, until the Agent revokes such notice in writing. Upon receipt of such notice, the Company may revoke any Notice of

Borrowing or notice of conversion or continuation then submitted by it. If the Company does not revoke such notice, the Banks shall make, convert or continue the Advances, as proposed by the Company, in Dollars in the Dollar Equivalent of the amount specified in the applicable notice submitted by the Company, butand such Advances shall be made, converted or continued as (A) Daily Simple SOFR Advances instead of SOFR Advances and (B) Base Rate Advances instead of EurocurrencyAlternative Currency Term Rate Advances or , SONIA Daily Rate Advances or Daily Simple SOFR Advances, as applicable.

(c)(e) Notwithstanding anything to the contrary in this Agreement or any other Loan Documentsherein, if the Agent determines (which determination shall be conclusive absent manifest error), or the Company or Majority Banks notify the Agent (with, in the case of the Majority Banks, a copy to the Company) that the Company or Majority Banks (as applicable) have determined, that:

(i)adequate and reasonable means do not exist for ascertaining LIBOR for any Interest Period hereunder or any other tenors of LIBOR, including, without limitation, because the Screen Rate is notthe Relevant Rate for an Agreed Currency because none of the tenors of such Relevant Rate under this Agreement is available or published on a current basis, and such circumstances are unlikely to be temporary; or

(ii)the administrator of the Screen Rate or a GovernmentalApplicable Authority having jurisdiction over the Agent or such administrator has made a public statement identifying a specific date after which LIBOR or the Screen Rateall tenors of the Relevant Rate for an Agreed Currency under this Agreement shall or will no longer be representative or made available, or permitted to be used for determining the interest rate of syndicated loans denominated in such Agreed Currency, or shall or will otherwise cease, provided that, in each case, at the time of such statement, there is no successor administrator that is satisfactory to the Agent, that will continue to provide LIBOR after such specific date (such specific datesuch representative tenor(s) of the Relevant Rate for such Agreed Currency (the latest date on which all tenors of the Relevant Rate for such Agreed Currency under this Agreement are no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date”); or

(iii) the administrator of the Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of LIBOR are no longer representative; or

(iv) syndicated loans currently being executed, or that include language similar to that contained in this Section 2.12, are being executed

or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR;

then, in the case of clauses (i)-(iii) above, on a date and time determined by the Agent (any such date, the “LIBOR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur reasonably promptly upon the occurrence of any of the events or circumstances under clauses (i), (ii) or (iii) above and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date and solely with respect to Advances denominated in Dollars, LIBOR will be replaced hereunder and under any Loan Document with, subject to the proviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment Successor Rate”):

(x)

Term SOFR plus the Related Adjustment; and

(y)

SOFR plus the Related Adjustment;

then, the Agent and in the case of clause (iv) above, the Company and Agent may amend this Agreement solely for the purpose of replacing LIBOR with respect to Advances denominated in Dollars under this Agreement and under any other Loan Documentthe Relevant Rate for an Agreed Currency or any then current Successor Rate for an Agreed Currency in accordance with the definition of “LIBOR this Section 2.12 with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in such Agreed Currency for such alternative benchmarks, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in such Agreed Currency for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Agent from time to time in its reasonable discretion and may be periodically updated (and any such proposed rate, including for the avoidance of doubt, any adjustment thereto, each a “Successor Rate”), and any such amendment willshall become effective at 5:00 p.m., on the fifth Business Day after the Agent shall have notifiedposted such proposed amendment to all Banks and the Company of the occurrence of the circumstances described in clause (iv) above unless, prior to such time, Banks comprising the Majority Banks have delivered to the Agent written notice that such Majority Banks object to the implementation of a LIBOR Successor Rate pursuant to such clause;such amendment.

provided that, with respect to Advances denominated in Dollars, if the Agent determines that Term SOFR has become available, is administratively feasible for the Agent and would have been identified as the Pre-Adjustment Successor Rate in accordance with the foregoing if it had been so available at the time that the LIBOR Successor Rate then in effect was so identified, and the Agent notifies the Company and each Bank of such availability, then from and after the beginning of the Interest Period, relevant interest payment date or payment period for interest calculated, in each case, commencing no less than thirty (30) days after the date of such notice, the Pre-Adjustment Successor Rate shall be Term SOFR and the LIBOR Successor Rate shall be Term SOFR plus the relevant Related Adjustment. The Agent will promptly (in one or more notices) notify the Company and each Bank of (x) any occurrence of any of the events, periods or circumstances under clauses (i) or (iii) above, (y) a LIBOR Replacement Date and (z) the LIBOR Successor Rate.

Any LIBOR The Agent will promptly (in one or more notices) notify the Company and each Bank of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Agent.

(d)Notwithstanding anything else herein, if at any time any LIBOR Successor Rate as so determined would otherwise be less than zero0%, the LIBOR Successor Rate will be deemed to be zero0% for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a LIBOR Successor Rate, the Agent will have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Agent shall post each such amendment implementing such LIBOR Successor Rate Conforming Changes to the Company and the Banks reasonably promptly after such amendment becomes effective.

If the events or circumstances of the type described in Section 2.12(e)(i)-(iii) have occurred with respect to the LIBOR Successor Rate then in effect, then the successor rate thereto shall be determined in accordance with the definition of “LIBOR Successor Rate.”

(f) Notwithstanding anything to the contrary herein, (i) after any such determination by the Agent or receipt by the Agent of any such notice described under Section 2.12(e)(i)-(iii), as applicable, if the Agent determines that none of the LIBOR Successor Rates is available on or prior to the LIBOR Replacement Date, (ii) if the events or circumstances described in Section 2.12(e)(iv) have occurred but none of the LIBOR Successor Rates is available, or (iii) if the events

or circumstances of the type described in Section 2.12(e)(i)-(iii) have occurred with respect to the LIBOR Successor Rate then in effect and the Agent determines that none of the LIBOR Successor Rates is available, then in each case, the Agent and the Company may amend this Agreement solely for the purpose of replacing LIBOR or any then current LIBOR Successor Rate in accordance with this Section 2.12 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any Related Adjustments and any other mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Agent from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a LIBOR Successor Rate. Notwithstanding anything to the contrary herein, if the events or circumstances of the type described in Section 2.12(e)(i)-(iv) have occurred with respect to the applicable reference rate for an Alternative Currency, then the Agent and the Company may amend this Agreement solely for the purpose of replacing the reference rate for such Alternative Currency or any then current LIBOR Successor Rate for such Alternative Currency in accordance with this Section 2.12 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar syndicated credit facilities syndicated in the U.S. and denominated in the applicable Alternative Currency for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar syndicated credit facilities syndicated in the U.S. and denominated in the applicable Alternative Currency for such benchmarks, each of which adjustments or methods for calculating such adjustments shall be published on one or more information services as selected by the Agent from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a LIBOR Successor Rate. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Agent shall have posted such proposed amendment to all Banks and the Company unless, prior to such time, Banks comprising the Majority Banks have delivered to the Agent written notice that such Majority Banks object to such amendment.

(e)(g) If, at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, no LIBOR Successor Rate has

been determined in accordance with clauses (a) or (b) of this Section 2.12 and circumstances of the type described in clauses (e)(i) or (e)(iii) above exist or the Scheduled Unavailability Date has occurred (as applicable) with respect to the applicable reference rate for any EurocurrencyAlternative Currency Term Rate Advance, SOFR Advance, Daily Simple SOFR Advance or SONIA Daily Rate Advance, the Agent will promptly so notify the Company and each Bank.

Thereafter, (x) the obligation of the Banks to make or maintain EurocurrencyAlternative Currency Term Rate Advances, SOFR Advances, Daily Simple SOFR Advances and SONIA Daily Rate Advances shall be suspended (to the extent of the affected EurocurrencyAlternative Currency Term Rate Advances, SOFR Advances, Daily Simple SOFR Advances, SONIA Daily Rate Advances, Interest Periods, interest payment dates or payment periods), and (y) the Eurocurrency RateTerm SOFR component shall no longer be utilized in determining the Base Rate, if applicable, until the LIBOR Successor Rate has been determined in accordance with clausesclause (c) or (d). Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of EurocurrencyAlternative Currency Term Rate Advances, SOFR Advances, Daily Simple SOFR Advances or SONIA Daily Rate Advances (to the extent of the affected EurocurrencyAlternative Currency Term Rate Advances, SOFR Advances, Daily Simple SOFR Advances, SONIA Daily Rate Advances, Interest Periods, interest payment dates or payment periods) or, failing that, will be deemed to have converted such request into a request for (A) Daily Simple SOFR Advances instead of SOFR Advances and (B) Base Rate Advances (subject to the foregoing clause (y)) in instead of Alternative Currency Term Rate Advances, Daily Simple SOFR Advances or SONIA Daily Rate Advances, as applicable, in the Dollar Equivalent of the amount specified therein.

(f)(h) The Agent shall, upon becoming aware that the circumstances causing any such suspension referred to in Sections 2.12(b), 2.12(c) or 2.16 no longer apply, promptly so notify the Company; provided that the failure of the Agent to so notify the Company shall not impair the rights of the Banks under this Section 2.12 or Section 2.16, as applicable, or expose the Agent to any liability.

(i) If (i) the applicable Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and the provisions of this Section 2.12, or (ii) is not entitled to Convert or continue such Advances into or as Eurocurrency Advances pursuant to this Section 2.12, the Agent will forthwith so notify the Company and the Banks and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into (x) in the case of clause (i) above, Eurocurrency Advances having an Interest Period of one month and (y) otherwise, Base Rate Advances.

(j) On the date on which the aggregate unpaid principal amount of Revolving Advances comprising any Revolving Borrowing shall be reduced, by

payment or prepayment or otherwise, to less than $5,000,000, such Revolving Advances shall, if they are Eurocurrency Advances or SONIA Daily Rate Advances, automatically Convert into Base Rate Advances; provided, however, that if and so long as each such Revolving Advance shall be of the same Type and have the same Interest Period, if applicable, as Revolving Advances comprising another Borrowing or other Borrowings of such Borrower, and the aggregate unpaid principal amount of all such Revolving Advances shall equal or exceed $5,000,000 (or its equivalent in any Alternative Currency), the Company shall have the right to continue all such Advances as, or to Convert all such Advances into, Advances of such Type having such Interest Period, if applicable.

Section 2.13. Voluntary Conversion or Continuation of Advances.The applicable Borrower may on any Business Day, upon notice given to the Agent not later than 11:00 a.m. (New York City time) on (x) with respect to Revolving Advances denominated in Dollars, the third Business Day, (y) with respect to Revolving Advances denominated in a Primary Currency and SONIA Daily Rate Advances, the fourth Business Day and (z) with respect to Revolving Advances denominated in an Alternative Currency other than a Primary Currency, the fifth Business Day, in each case, prior to the date of the proposed Conversion or continuation, and subject to the provisions of Sections 2.12 and 2.16 and the provisos in this Section 2.13, Convert all or any part of the Revolving Advances of one Type denominated in any currency comprising the same Revolving Borrowing into Advances of another Type denominated in the same currency or continue all or any part of the Revolving Advances of one Type denominated in a currency comprising the same Revolving Borrowing as Revolving Advances of the same Type denominated in such currency; provided, however, that any such Conversion or continuation of any EurocurrencyAlternative Currency Term Rate Advances or SOFR Advances shall be made on, and only on, the last day of an Interest Period for such EurocurrencyAlternative Currency Term Rate Advances or SOFR Advances; and provided, further, that no Revolving Advance may be Converted into or continued as a Eurocurrencyan Alternative Currency Term Rate Advance, SOFR Advance or a SONIA Daily Rate Advance at any time that a Default or Event of Default has occurred and is continuing, unless the Majority Banks shall have consented to such Conversion or continuation. SONIA Daily Rate Advances shall automatically continue each day as SONIA Daily Rate Advances unless and until the Company delivers a timely notice requesting a conversion of such SONIA Daily Rate Advances to another Type of Advance, which Advance, for the avoidance of doubt, shall be denominated in a currency other than Sterling. Any such Conversion or continuation of any Revolving Advances shall be in the minimum amounts and increments specified in Section 2.01(b); provided, that in the case of the continuation of a Borrowing comprised of EurocurrencyAlternative Currency Term Rate Advances denominated in an Alternative Currency or SONIA Daily Rate Advances, such continuation may, subject to the terms and conditions otherwise set forth herein, be in an aggregate

principal amount equal to the aggregate principal amount of the Borrowing being continued. Each such notice of a Conversion or continuation shall, within the restrictions specified above, specify (i) (i) the date of such Conversion (or continuation), (ii) (ii) the Revolving Advances to be Converted (or continued), and (iii) (iii) if such Conversion (or continuation) is into (or of) EurocurrencyAlternative Currency Term Rate Advances or SOFR Advances, the duration of the Interest Period for each such Revolving Advance. Notwithstanding anything herein to the contrary, no Advance may be converted into or continued as an Advance denominated in a different currency, but instead must be prepaid in the original currency of such Advance and reborrowed in the other currency.

Section 2.14. Prepayments of Revolving Advances and Swing Line Advances. (a) (a) Subject to Section 9.04(b), if applicable, a Borrower may following notice given to the Agent by the Company (on behalf of such Borrower) pursuant to delivery of a notice of prepayment (“Notice of Prepayment”), in substantially the form of Exhibit B-4 hereto, (i) (i) not later than 11:00 a.m. (New York City time) on the proposed date of prepayment, such notice specifying the applicable Borrower, the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall prepay the outstanding principal amounts of the Base Rate Advances comprising part of the same Revolving Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and (ii) (ii) not later than 11:00 a.m. (London time) three (3) Business Days prior to the proposed date of prepayment, such notice specifying the applicable Borrower, the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall prepay the outstanding principal amounts of the EurocurrencyAlternative Currency Term Rate Advances, SOFR Advances or SONIA Daily Rate Advances, as applicable, comprising a Revolving Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid. Each partial prepayment shall be in an aggregate principal amount not less than $1,000,000.

(b)If on any date the Agent notifies the Company that the Dollar Equivalent of the aggregate principal amount of all outstanding Revolving Credit Obligations exceeds the Total Commitment, or the aggregate amount of Revolving Credit Obligations denominated in an Alternative Currency exceed 105% of the Alternative Currency Sublimit, the applicable Borrower shall on such date prepay an aggregate principal amount of Revolving Advances (or, if there are no Revolving Advances outstanding, Cash Collateralize Letters of Credit) ratably to the Banks in an amount equal to or, at the option of such Borrower, greater than such excess, with accrued interest to the date of such prepayment on the principal amount prepaid. The Company may determine which Borrowing such prepayment shall be allocated to, and any such

prepayment of EurocurrencyAlternative Currency Term Rate Advances shall be subject to the provisions of Section 9.04(b).

(c)Notwithstanding clause (a) above, the Company may, upon notice to the Swing Line Bank pursuant to delivery to the Swing Line Bank of a Notice of Prepayment (with a copy to the Agent), at any time and from time to time, voluntarily prepay Swing Line Advances in whole or in part without premium or penalty; provided that (i) (i) such notice must be received by the Swing Line Bank and the Agent no later than 1:00 p.m. on the date of the prepayment and (ii) (ii)any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment and the prepayment amount specified in such notice shall be due and payable on the date specified therein.

(d)Notwithstanding anything to the contrary contained in this Agreement, a Notice of Prepayment may state that such Notice of Prepayment is conditioned upon the effectiveness of other credit facilities or another transaction, in which case such notice may be revoked by the Company (by notice to the Agent on or prior to the date of such prepayment) if such condition is not satisfied.

Section 2.15. Increased Costs and Reduced Return. (a) (a) If, due to a Change in Law (other than any change by way of imposition or increase of reserve requirements pursuant to Section 2.11) there shall be any increase on or after the date hereof in the cost to any Bank of agreeing to make or making, funding or maintaining EurocurrencyAlternative Currency Term Rate Advances, SOFR Advances, Daily Simple SOFR Advances or SONIA Daily Rate Advances or to any Bank or Issuing Bank of participating in, issuing or maintaining Letters of Credit, by an amount deemed by such Bank or Issuing Bank to be material, then the Company shall from time to time, within 15 days after demand by such Bank or Issuing Bank, accompanied by the certificate required therefor under Section 2.15(c) (with a copy of such demand and such certificate to the Agent), pay to the Agent for the account of such Bank or Issuing Bank additional amounts sufficient to compensate such Bank or Issuing Bank for such increased cost; provided that any such amount or amounts shall not be duplicative of any amounts to the extent otherwise paid by the Company or any Borrower under any other provision of this Agreement; provided further, that such amounts shall be proportionate to the amounts that such Bank or Issuing Bank charges other borrowers or account parties for such reductions suffered on loans or letters of credit, as the case may be, in connection with substantially similar facilities as reasonably determined by such Bank or Issuing Bank, as the case may be, acting in good faith.

(b)If any Bank or Issuing Bank shall have determined that a Change in Law (including, without limitation, any Change in Law with respect to any Taxes,

other than (i) Indemnified Taxes, (ii) Other Taxes, (iii) any taxes excluded from the definition of Taxes by the first sentence of Section 2.20(a) and (iv) any Taxes described in Section 2.20(h) and Section 2.20(j)) has or would have the effect on or after the date hereof of reducing the rate of return on such Bank’s or Issuing Bank’s capital or liquidity or the capital or liquidity of any corporation controlling such Bank or Issuing Bank as a consequence of such Bank’s or Issuing Bank’s obligation hereunder to a level below that which such Bank or Issuing Bank could have achieved but for such adoption, change or compliance by an amount deemed by such Bank or Issuing Bank to be material, then the Company shall, from time to time, within 15 days after demand by such Bank or Issuing Bank, accompanied by the certificate required therefor under Section 2.15(c) (with a copy of such demand and such certificate to the Agent), pay to the Agent for the account of such Bank or Issuing Bank such additional amount or amounts as will compensate such Bank or Issuing Bank or such controlling corporation for such reduction; provided that such amounts shall be proportionate to the amounts that such Bank or Issuing Bank charges other borrowers or account parties for such reductions suffered on loans or letters of credit, as the case may be, in connection with substantially similar facilities as reasonably determined by such Bank or Issuing Bank, as the case may be, acting in good faith; provided further that any such amount or amounts shall not be duplicative of any amounts to the extent otherwise paid by the Company or any Borrower under any other provision of this Agreement.

(c)Each Bank or Issuing Bank will promptly notify the Company and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank or Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank or Issuing Bank, be otherwise disadvantageous to such Bank or Issuing Bank. In determining such amount, such Bank or Issuing Bank may use any reasonable averaging and attribution methods. A certificate of any Bank or Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the basis for the calculation thereof shall be conclusive in the absence of manifest error.

(d)The Company shall not be obligated to pay any additional amounts with respect to a demand under Section 2.15(a) or 2.15(b) that are attributable to the period (the “Excluded Period”) ending 90 days prior to the Company’s receipt of the certificate with respect to such demand required under Section 2.15(c); provided, however, that to the extent such additional amounts accrue during the Excluded Period because of the retroactive effect of the applicable law, rule, regulation, guideline or request promulgated during the 90 day period prior

to the Company’s receipt of such certificate, the limitation set forth in this Section 2.15(d) shall not apply.

(e)If any Bank or Issuing Bank shall subsequently recoup any costs (other than from the Company) for which such Bank or Issuing Bank has theretofore been compensated by the Company under this Section 2.15, such Bank or Issuing Bank shall remit to the Company an amount equal to the amount of such recoupment.

(f)The obligations of the Company under this Section 2.15 shall survive the payment in full of the obligations hereunder and the termination of this Agreement.

Section 2.16. Illegality. (a) (a) In the event that any Bank or Issuing Bank, as applicable, shall have determined (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) at any time that the making or continuance of its EurocurrencyAlternative Currency Term Rate Advances in Dollars or in any Alternative Currency, its SOFR Advances, its Daily Simple SOFR Advances, its SONIA Daily Rate Advances or the Issuance of Letters of Credit in a Primary Currency or another Alternative Currency, has become unlawful because of any Change in Law or because of the assertion of unlawfulness by any central bank or other Governmental Authority made after the date of this Agreement, then, in any such event, such Bank or such Issuing Bank, as applicable, shall give prompt notice (by telephone confirmed in writing) to the Company and to the Agent of such determination (which notice the Agent shall promptly transmit to the other Banks).

(b)Upon the giving of the notice to the Company referred to in subsection (a) above, then the obligation of the Banks to make, or to Convert Revolving Advances into or to continue Revolving Advances as, EurocurrencyAlternative Currency Term Rate Advances, SOFR Advances or SONIA Daily Rate Advances, or the obligation of the Issuing Banks to Issue Letters of Credit in the applicable Primary Currency or other Alternative Currency, shall be suspended until the applicable Bank or Issuing Bank notifies the Agent and the Agent shall notify the Company and the Banks that the circumstances causing such suspension no longer exist, and if any affected EurocurrencyAlternative Currency Term Rate Advances, SOFR Advances or SONIA Daily Rate Advances are then outstanding, the Company shall (or shall cause the applicable Borrower), upon at least one Business Day’s written notice to the Agent and the affected Bank, or if permitted by applicable law no later than the date permitted thereby, in the Company’s sole discretion, either (i) (i) prepay the principal amount of all outstanding Eurocurrencyaffected Alternative Currency Term Rate Advances, SOFR Advances or SONIA Daily Rate Advances of such Bank to which such notice related, together with accrued interest thereon to the date of payment, together with any additional amounts required pursuant to

Section 2.02(c) or (i) (ii) Convert each such Eurocurrencyaffected Alternative Currency Term Rate Advance, SOFR Advance or SONIA Daily Rate Advance into a Base Rate Advance. If more than one Bank gives notice pursuant to Section 2.16(a) at any time, then all outstanding EurocurrencyAlternative Currency Term Rate Advances, SOFR Advances or SONIA Daily Rate Advances of such Banks must be treated the same by the applicable Borrower pursuant to this Section 2.16(b). Any Base Rate Advance arising by reason of this Section 2.16(b) as a result of the Conversion of (x) a Eurocurrencyan Alternative Currency Term Rate Advance shall have an Interest Period assigned to it that ends on the date that the EurocurrencyAlternative Currency Term Rate Advance for which it shall have been substituted would have expired, and the interest thereon shall be payable on the date that interest would otherwise have been payable on such EurocurrencyAlternative Currency Term Rate Advance, (y) a SOFR Advance shall have an Interest Period assigned to it that ends on the date that the SOFR Advance for which it shall have been substituted would have expired, and the interest thereon shall be payable on the date that interest would otherwise have been payable on such SOFR Advance and (yz) a SONIA Daily Rate Advance shall bear interest on a daily basis, and the interest thereon shall be payable on the first Business Day of each month. Such Base Rate Advance may be prepaid at any time prior to the date that the EurocurrencyAlternative Currency Term Rate Advances, SOFR Advances or SONIA Daily Rate Advance comprising a part of such Revolving Borrowing shall be prepaid in accordance with this Agreement.

Section 2.17. Payments and Computations. (a) (a) The Borrowers shall make each payment hereunder and under the Notes (except with respect to principal of, interest on, and other amounts relating to Advances denominated in an Alternative Currency) not later than 11:00 a.m. (New York City time) on the day when due in Dollars to the Agent in same day funds, without set-off or counterclaim, by deposit of such funds to the Agent’s account maintained at the Payment Office for Dollars. The Borrowers shall make each payment hereunder and under the Notes with respect to principal of, interest on, and other amounts relating to Advances or Letters of Credit denominated in an Alternative Currency not later than 11:00 a.m. (London time) on the day when due in such Alternative Currency to the Agent in same day funds by deposit of such funds to the Agent’s account maintained at the Payment Office for such Alternative Currency. The Agent will give the Company prior notice of the due date of the principal of any Revolving Advance and of the due date and amount of any fees payable hereunder; provided that the failure to give any such prior notice shall not limit the Company’s or the applicable Borrower’s liability for such payment, but shall delay the due date of such payment for purposes of Sections 6.01(a) or (b), as applicable, by the number of days after such due date that such notice is given. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, Reimbursement Obligations or fees ratably

(other than amounts payable pursuant to Section 2.11, 2.15, 2.19, 2.20 or 2.22 or as contemplated by Section 2.24) to the applicable Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement.

(b)All computations of interest for Base Rate Advances (including Base Rate Advances determined by reference to the Eurocurrency RateTerm SOFR) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Advances denominated in any Alternative Currency for which market practice is to compute interest in respect thereof on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed, on such basis. Interest shall accrue on each Advance for the day on which the Loan is made, and shall not accrue on an Advance, or any portion thereof, for the day on which the Advance or such portion is paid; provided that any Advance that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Agent (or, in the case of Section 2.11, by a Bank) of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(c)Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such cases be included in the computation of payment of interest or fees, as the case may be; provided, however, if such extension would cause payment of interest on or principal of EurocurrencyAlternative Currency Term Rate Advances or SOFR Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(d)Unless the Agent shall have received notice from a Borrower prior to the date on which any payment is due from such Borrower to the Banks hereunder that such Borrower will not make such payment in full, the Agent may assume that such Borrower has made such payment in full to it on such date and it may, in reliance upon such assumption, cause (but shall not be required to cause) to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent such Borrower shall not have so made such payment in full to the Agent as applicable, each Bank shall repay to the Agent as applicable, forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the

Agent at the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Issuing Bank in connection with the foregoing.

With respect to any payment that the Agent makes for the account of the Banks or any Issuing Bank hereunder as to which the Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) a Borrower has not in fact made such payment; (2) the Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Banks or the applicable Issuing Banks, as the case may be, severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Bank or such Issuing Bank, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation.

Section 2.18. Sharing of Payments, Etc. If any Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Advances made by it or participations in Letter of Credit Obligations or in Swing Line Advances held by it (other than pursuant to Sections 2.11, 2.15, 2.16 or 2.20 or as contemplated by Section 2.24) in excess of its ratable share of payments on account of the Revolving Advances or participation in Letter of Credit Obligations or Swing Line Advances held by all the Banks, such Bank shall forthwith purchase from the other Banks such participations in the Revolving Advances or Letter of Credit Obligations or Swing Line Advances made by them as shall be necessary to cause such purchasing Bank to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Bank, such purchase from each Bank shall be rescinded and such Bank shall repay to the purchasing Bank the purchase price to the extent of such recovery together with an amount equal to such Bank’s ratable share (according to the proportion of (a) (a) the amount of such Bank’s required repayment to (b) (b) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. Each Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to this Section 2.18 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank were a Bank hereunder in the amount of such participation.

Section 2.19. Swing Line Advances.

(a)The Swing Line. Subject to the terms and conditions set forth herein including Section 2.24(c), the Swing Line Bank, in reliance upon the agreements of the other Banks set forth in this Section 2.19, shall make advances (each such advance, a “Swing Line Advance”) to the Company from time to time on any Business Day during the period from the date hereof until the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Advances, when aggregated with the Letter of Credit Participations and Advances held by the Bank serving as Swing Line Bank may exceed the amount of such Bank’s Commitment; provided, however, that after giving effect to any Swing Line Advance, (i) (i) the sum of the Revolving Credit Obligations shall not exceed the Total Commitment, and (ii) (ii) the aggregate outstanding principal amount of the Revolving Advances of any Bank, plus such Bank’s Letter of Credit Participations, plus such Bank’s Swing Line Participations shall not exceed such Bank’s Commitments; and provided further, that the Company shall not use the proceeds of any Swing Line Advance to refinance any outstanding Swing Line Advance. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.19, prepay under Section 2.14, and reborrow under this Section 2.19. Each Swing Line Advance shall be a Base Rate Advance and shall be denominated in Dollars. Immediately upon the making of a Swing Line Advance, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Bank a risk participation in such Swing Line Advance (a “Swing Line Participation”) in proportion to such Bank’s Applicable Percentage.

(b)Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Company’s irrevocable notice to the Swing Line Bank and the Agent, which may be given by telephone. Each such notice must be received by the Swing Line Bank and the Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Bank and the Agent of a written notice (a “Notice of Swing Line Borrowing”) substantially in the form of Exhibit B-3 hereto (or such other form as may be approved by the Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Agent)), appropriately completed and signed by a Responsible Officer of the Company. Promptly after receipt by the Swing Line Bank of any telephonic Notice of Swing Line Borrowing, the Swing Line Bank will confirm with the Agent (by telephone or in writing) that the Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Bank will notify the Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Bank has received notice (by telephone or in writing) from the Agent (including at the request of any Bank) prior to 2:00 p.m. on the date of the proposed Swing Line

Borrowing (x) directing the Swing Line Bank not to make such Swing Line Advance as a result of the limitations set forth in the first proviso to the first sentence of Section 2.19(a), or (y) that one or more of the applicable conditions specified in Article 3 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Bank will, not later than 3:00 p.m. on the borrowing date specified in such Notice of Swing Line Borrowing, make the amount of its Swing Line Advance available to the Company at its Payment Office for Dollars.

(c)Refinancing of Swing Line Advances.

(i)The Swing Line Bank at any time in its sole discretion may request, on behalf of the Company (which hereby irrevocably authorizes the Swing Line Bank to so request on its behalf), that each Bank make a Base Rate Advance in an amount equal to such Bank’s Swing Line Participation of the amount of Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Revolving Borrowing for purposes hereof) and in accordance with the requirements of Section 2.01, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Advances, but subject to the limitations set forth in the final sentence of Section 2.01(a) and the conditions set forth in Section 3.02. The Swing Line Bank shall furnish the Company with a copy of the applicable Notice of Revolving Borrowing promptly after delivering such notice to the Agent. Each Bank shall make an amount equal to its Swing Line Participation with respect to the applicable Swing Line Advance available to the Agent in immediately available funds for the account of the Swing Line Bank not later than 1:00 p.m. on the day specified in such Notice of Revolving Borrowing, whereupon, subject to Section 2.19(c)(ii), each Bank that so makes funds available shall be deemed to have made a Base Rate Advance to the Company in such amount. The Agent shall remit the funds so received to the Swing Line Bank.

(ii)If for any reason any Swing Line Advance cannot be refinanced by such a Base Rate Borrowing in accordance with Section 2.19(c)(i), the request for Base Rate Advance submitted by the Swing Line Bank as set forth herein shall be deemed to be a request by the Swing Line Bank that each of the Banks fund its risk participation in the relevant Swing Line Advance and each Bank’s payment to the Agent for the account of the Swing Line Bank pursuant to Section 2.19(c)(i) shall be deemed payment in respect of such participation.

(iii)If any Bank fails to make available to the Agent for the account of the Swing Line Bank any amount required to be paid by such Bank pursuant to the foregoing provisions of this Section 2.19(c) by the

time specified in Section 2.19(c)(i), the Swing Line Bank shall be entitled to recover from such Bank (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Bank at a rate per annum equal to the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Swing Line Bank in connection with the foregoing. If such Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Bank’s Base Rate Advance included in the relevant Base Rate Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the Swing Line Bank submitted to any Bank (through the Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv)Each Bank’s obligation to make Base Rate Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.19(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) (A) any setoff, counterclaim, recoupment, defense or other right which such Bank may have against the Swing Line Bank, the Company or any other Person for any reason whatsoever, (B) (B) the occurrence or continuance of a Default, or (C) (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Bank’s obligation to make Base Rate Advances pursuant to this Section 2.19(c) is subject to the conditions set forth in Section 3.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Advances, together with interest as provided herein.

(d)Repayment of Participations.

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

(ii)If any payment received by the Swing Line Bank in respect of principal or interest on any Swing Line Advance is required to be returned by the Swing Line Bank or is invalidated, declared to be fraudulent or preferential, set aside or required to be repaid in connection with any proceeding under any Debtor Relief Law or otherwise (including pursuant to any settlement entered into by the Swing Line Bank in its discretion), each Bank shall pay to the Swing Line Bank its Applicable Percentage thereof on demand of the Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per

annum equal to the Overnight Rate. The Agent will make such demand upon the request of the Swing Line Bank. The obligations of the Banks under this clause shall survive the payment in full of the obligations hereunder and the termination of this Agreement.

(e)Interest for Account of Swing Line Bank. The Swing Line Bank shall be responsible for invoicing the Company for interest on the Swing Line Advances. Until each Bank funds its Base Rate Advance or risk participation pursuant to this Section 2.19 to refinance such Bank’s Swing Line Participation in any Swing Line Advance, interest in respect of such Swing Line Participation shall be solely for the account of the Swing Line Bank.

(f)Payments Directly to Swing Line Bank. The Company shall make all payments of principal and interest in respect of the Swing Line Advances directly to the Swing Line Bank.

Section 2.20. Taxes. (a) (a)Subject to Section 2.20(f), any and all payments by any Loan Party under the Loan Documents shall be made, in accordance with Section 2.17 and except as required by law, free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties, applicable thereto and all liabilities with respect thereto (collectively, “Taxes”), excluding, (i) (i) in the case of each Bank, each Issuing Bank and the Agent, (A) (A) Taxes imposed on or measured by its net income, branch profits Taxes and franchise Taxes imposed on it, by the jurisdiction (or any political subdivision thereof) under the laws of which such Bank, such Issuing Bank or the Agent (as the case may be) is organized, has its principal office or lending office or carries on business and (B) (B) any withholding Taxes (including any backup withholding Taxes) imposed by the United States of America with respect to payments under the Loan Documents under the laws (including any statute, treaty or regulation) in effect on the Third Amendment and Restatement Effective Date (or, in the case of any assignee party to an Assignment and Acceptance, on the effective date of its becoming a “Bank” hereunder or the Bank or Issuing Bank changes its lending office), but not excluding any such withholding Taxes payable as a result of any change in such laws occurring on or after the Third Amendment and Restatement Effective Date (or, in the case of any assignee party to an Assignment and Acceptance, after the effective date of its becoming a “Bank” hereunder) and not excluding such withholding Taxes on payments to an assignee to the extent amounts with respect to such Taxes would have been payable to the assignor pursuant to Section 2.20(f), (ii) (ii) in the case of each Bank and each Issuing Bank, Taxes imposed on or measured by its net income, branch profits Taxes and franchise Taxes imposed on it, as a result of a present or former connection between such Bank or such Issuing Bank and the jurisdiction of the Governmental Authority imposing

such Tax or any taxing authority thereof or therein (other than any such Taxes that would not be imposed but for such Person’s execution of, or exercise of any rights or remedies under, this Agreement or any other Loan Document), and (iii) (iii) any U.S. federal withholding Taxes imposed under FATCA (all such non-excluded Taxes being hereinafter referred to as “Indemnified Taxes”). Subject to Section 2.20(f), if any Borrower or the Agent shall be required by law to deduct any Indemnified Taxes from or in respect of any sum payable under any Loan Document to any Bank, any Issuing Bank or the Agent, (x) the sum payable by the applicable Borrower shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.20(a)) such Bank, such Issuing Bank or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (y) such Borrower or the Agent, as applicable, shall make such deductions and (z) such Borrower or the Agent, as applicable, shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law.

(b)In addition, each Borrower individually agrees, and the Company jointly and severally with the applicable Borrower agrees, to pay any present or future stamp, filing, intangible, recording, documentary or similar Taxes and any other excise or property Taxes, charges and similar levies which arise from any payment made by such Borrower under any Loan Document or from the execution, delivery or registration of, or otherwise with respect to, any Loan Document, except any such Taxes imposed as a result of a present or former connection between the Agent, a Bank or an Issuing Bank and the jurisdiction imposing such Tax (other than any such Taxes that would not be imposed but for such Person’s execution of, performance of or exercise of any rights or remedies under, or receiving payments under, this Agreement or any other Loan Document) with respect to an assignment (other than an assignment made pursuant to Section 2.21) (hereinafter referred to as “Other Taxes”). The Agent may demand payment of, and seek recourse on, any Other Taxes from the Company and such Borrower, without any requirement that the Agent allocate the reimbursement obligation for such Other Taxes between the Company and such Borrower.

(c)Each Borrower will indemnify each Bank, each Issuing Bank and the Agent for the full amount of Indemnified Taxes and Other Taxes (including, without limitation, any Indemnified Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.20) paid by such Bank, such Issuing Bank or the Agent (as the case may be) and any liability (including penalties, interest and expenses reasonably incurred) arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted; provided, however, that such Borrower shall not be obligated to make payment to such Bank, such Issuing Bank or the Agent (as the case may be) pursuant to this Section 2.20(c) in respect of penalties, interest or

expenses attributable to such Indemnified Taxes or Other Taxes if such penalties, interest or expenses are attributable to the gross negligence or willful misconduct of the Person seeking indemnification under this Section 2.20(c). This indemnification shall be made within 30 days from the date such Bank, such Issuing Bank or the Agent (as the case may be) makes written demand therefor by delivering a certificate setting forth in reasonable detail the amount of the indemnification to be made hereunder and the basis for the calculation thereof, which certificate shall be conclusive in the absence of manifest error. No Borrower shall be obligated to pay any indemnification with respect to a demand under this Section 2.20(c) related to amounts incurred more than 120 days prior to such Borrower’s receipt of the certificate with respect to such demand required under this Section 2.20(c); provided, that if the circumstances giving rise to such demand are retroactive, then the 120-day period referred to above shall be extended to include the period of retroactive effect; provided further, that any Borrower that is a "controlled foreign corporation" within the meaning of Section 957 of the Internal Revenue Code shall not be required to pay amounts under this Section 2.20(c) in respect of Taxes that did not arise in connection with any obligations of such Borrower under any Loan Document.

(d)The Agent may, from time to time, request that the Company furnish (and the Company shall, reasonably promptly following any such request, furnish) to the Agent the originals or certified copies of receipts evidencing the payment of Indemnified Taxes or Other Taxes by and on behalf of the Borrowers (or any other form, certificate or document reasonably acceptable to the Agent).

(e)Without prejudice to the survival of any other agreement of any Borrower hereunder, the agreements and obligations of the Borrowers contained in this Section 2.20 shall survive the payment in full of principal and interest hereunder and under the Notes.

(f)(i) (i) On or prior to the Third Amendment and Restatement Effective Date (or, in the case of any assignee party to an Assignment and Acceptance, on the effective date of its becoming a “Bank” hereunder), each Bank and each Issuing Bank, in each case, organized under the laws of a jurisdiction outside the United States of America shall, to the extent it is legally entitled to do so, provide the Agent, the Company and each other Borrower that is organized under the laws of the United States of America (or any state or political subdivision thereof) with the forms prescribed by the Internal Revenue Service of the United States of America certifying such Bank’s or such Issuing Bank’s (as the case may be) exemption from withholding taxes imposed by the United States of America with respect to all payments to be made to such Bank or such Issuing Bank (as the case may be) under any Loan Document, and each such Bank or Issuing Bank (as the case may be) shall thereafter provide the Agent, the Company and each other Borrower that is organized under the laws of the United States of America (or any state or political subdivision thereof) with such

supplements and amendments thereto and such additional forms, certificates, statements or documents as may from time to time be required by applicable law. If a Bank or Issuing Bank that is organized under the laws of a jurisdiction outside the United States of America shall fail to deliver, or improperly delivers, the forms, certificates, statements or documents required to be delivered by this Section 2.20(f)(i), then Section 2.20(a) shall not apply with respect to U.S. federal, state and local income taxes imposed on any payments made to or for the account of such Bank or such Issuing Bank (as the case may be) under any Loan Document to the extent that such taxes would not have been imposed but for such Bank or Issuing Bank’s failure to deliver or deliver properly the forms, certificates, statements or documents required to be delivered by this Section 2.20(f)(i), during the period that such failure or deficiency shall continue, and the Borrowers or the Agent shall be permitted to withhold United States federal, state and local income taxes from any payments made under any Loan Document at the applicable statutory rate.

(i)[Reserved]

(ii)[Reserved]

(iii)[Reserved]

(iv)Each Bank and each Issuing Bank that is organized under the laws of the United States of America (or any state or political subdivision thereof) shall, on or prior to the Third Amendment and Restatement Effective Date (or, in the case of any assignee party to an Assignment and Acceptance, on the effective date of its becoming a “Bank” hereunder), provide the Agent, the Company and each other Borrower that is organized under the laws of the United States of America (or any state or political subdivision thereof) with two complete copies of Internal Revenue Service Form W-9, and each such Bank or Issuing Bank, as the case may be, shall thereafter provide the Agent, the Company and each other Borrower that is organized under the laws of the United States of America (or any state or political subdivision thereof) with such supplements and amendments thereto and such additional forms, certificates, statements or documents as may from time to time be required by applicable law. If a Bank or Issuing Bank that is organized under the laws of the United States of America (or any state or political subdivision thereof) shall fail to deliver, or improperly delivers, the forms, certificates, statements or documents required to be delivered by this Section 2.20(f)(iv), then Section 2.20(a) shall not apply with respect to U.S. federal, state and local income taxes imposed on any payments made to or for the account of such Bank or such Issuing Bank (as the case may be) under any Loan Document to the extent that such taxes would not have been imposed but for such Bank or Issuing Bank’s failure to deliver or

deliver properly the forms, certificates, statements or documents required to be delivered by this Section 2.20(f)(iv), during the period that such failure or deficiency shall continue, and the Borrowers or the Agent shall be permitted to withhold United States federal, state and local income taxes from any payments made, under any Loan Document at the applicable statutory rate.

(v)In addition to the requirements of Section 2.20(f)(i) and (f)(iv), each Bank and each Issuing Bank that is entitled to an exemption from or reduction of withholding taxes with respect to payments made under any Loan Document shall deliver to the Agent, the Company and each other Borrower, at the time or times reasonably requested by the Agent, the Company and each other Borrower, such properly completed and executed documentation reasonably requested by the Agent, the Company and each other Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.20(f)(i), (f)(iv) and (k)) shall not be required if in the Bank or Issuing Bank’s reasonable judgment such completion, execution or submission would subject such Bank or Issuing Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank or Issuing Bank.

(g)If any Bank or Issuing Bank determines, in its sole discretion, exercised in good faith, that it has actually and finally realized, by reason of a refund, deduction or credit of any Indemnified Taxes or Other Taxes paid or reimbursed by a Borrower pursuant to this Section 2.20 in respect of payments under any Loan Document and that such refund, deduction or credit would result in the total payments under this Section 2.20 exceeding the amount needed to make such Bank or such Issuing Bank whole, such Bank or such Issuing Bank shall pay to such Borrower, with reasonable promptness following the date on which it actually realizes such benefit, an amount equal to such refund, deduction or credit, net of all reasonable out-of-pocket expenses incurred in securing such refund; provided, however, that (i) such Bank or Issuing Bank shall not be obligated to disclose to any Borrower any information regarding its tax affairs or computations and (ii) nothing contained in this Section 2.20(g) shall be construed so as to interfere with the right of any Bank or Issuing Bank to arrange its tax affairs as it deems appropriate.

(h)Notwithstanding any provision in this Agreement to the contrary, for any period with respect to which any Bank (including any assignee party to an Assignment and Acceptance that becomes a “Bank” hereunder) or Issuing Bank has failed to deliver, or has improperly delivered, to the Borrowers or the Agent (as the case may be) the appropriate form, certificate, statement or document

required to be delivered in Section 2.20(f) or Section 2.20(k), such Bank or Issuing Bank, as the case may be, shall not be entitled to indemnification under Section 2.20(c) for any Indemnified Taxes imposed by reason of such failure or improper delivery.

(i)Any Bank claiming any indemnification or additional amounts payable pursuant to this Section 2.20 will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, any such indemnification or additional amounts and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank.

(j)Notwithstanding any provision in this Agreement to the contrary, if any Bank changes its residence, principal place of business or Applicable Lending Office or takes any similar action (other than at the Company’s request or pursuant to Section 2.20(i)), and the effect of such change or action, as of the date thereof, would be to increase the additional amounts or indemnification that the Borrowers are required to pay under Section 2.20(a) and Section 2.20(c) then the Borrowers shall not be obligated to pay the amount of such increase.

(k)If any payment made pursuant to the Loan Documents would be subject to U.S. federal withholding Tax imposed by FATCA if the recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such recipient shall deliver to the Borrowers and the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or the Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrowers or the Agent as may be necessary for the Borrowers and the Agent to comply with their obligations under FATCA and to determine that such recipient has complied with such recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.20(k), “FATCA” shall include any amendments made to FATCA after the date hereof.

(l)Each Bank shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Taxes attributable to such Bank (but only to the extent that the applicable Borrower and the Company have not already indemnified the Agent for such Taxes and without limiting the obligation of the applicable Borrower and the Company to do so), (ii) any Taxes attributable to such Bank’s failure to comply with the provisions of Section 9.08(e) relating to the maintenance of a Participant Register and (iii) any other Taxes attributable to such Bank, in each case, that are payable or paid by the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or

asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Bank by the Agent shall be conclusive absent manifest error. Each Bank hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Bank under this Agreement or otherwise payable by the Agent to the Bank from any other source against any amount due to the Agent under this paragraph (l).

(m)For purposes of determining withholding Indemnified Taxes imposed under FATCA, from and after the Third Amendment and Restatement Effective Date, the Company and the Agent shall treat (and the Banks hereby authorize the Agent to treat) this Agreement as not qualifying as a "grandfathered obligation" within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

Section 2.21. Substitution of Banks. In the event that (v) any Bank shall not have consented to any amendment to this Agreement requiring the consent of all Banks whereas the Majority Banks have consented; (w) any one or more Banks, pursuant to Section 2.15 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or compensation under Section 2.20 hereof with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.20 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the Revolving Advances in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Company of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; (x) any one or more Banks have determined pursuant to Section 2.16(a) or Section 3.01(b)(ii) that it may not make or maintain all or certain of its EurocurrencyAlternative Currency Term Rate Advances, SOFR Advances or SONIA Daily Rate Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding EurocurrencyAlternative Currency Term Rate Advances, SOFR Advances or SONIA Daily Rate Advances at such time) and the inability of such Bank, as applicable, to make or maintain such EurocurrencyAlternative Currency Term Rate Advances, SOFR Advances or SONIA Daily Rate Advances continues for 30 or more days after the receipt by the Company from such Bank of written notice of such inability and the Company’s request that such Bank alleviate such inability; (y) any Bank is a Defaulting Bank; or (z) any Bank shall decline (or be deemed to have declined) to extend its Commitment hereunder after a request for extension of Commitments pursuant to Section 2.22 and Banks constituting Majority Banks have agreed to extend their Commitments pursuant to such request; then and in any such event, the Company may substitute for such Bank an existing Bank, or another financial institution which is reasonably acceptable to the Agent, to assume the Commitment, the Letter of Credit Participations

and/or the Swing Line Participations of such Bank and to purchase the Note of such Bank hereunder, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase price equal to the outstanding principal amount of the Revolving Advances then payable to such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided that in the case of clause (v) above, such substitute Bank shall have provided the applicable consent. Such purchase may be effected by execution and delivery by such Bank and its replacement of an Assignment and Acceptance in the manner described in Section 9.08(d). Upon such purchase, to the extent of the rights and benefits assigned, such Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed to the rights and benefits, and shall assume the obligations, of such Bank hereunder, including such Bank’s Letter of Credit Participations and Swing Line Participations, and under such Bank’s Note.

Section 2.22. Extension of Commitments. (a) One time during each period from the date that is 90 days prior to each Anniversary Date to the date that is 30 days prior to each such Anniversary Date (but in any case not more than three times during the term of this Agreement), the Borrowers may, by written notice (an “Extension Request”) given to the Agent, request that the Stated Termination Date be extended. Each such Extension Request shall contemplate an extension of the Stated Termination Date to a date that is one year after the Stated Termination Date then in effect.

(b)The Agent shall promptly advise each Bank of its receipt of any Extension Request. Each Bank may, in its sole discretion, consent to a requested extension by giving written notice thereof to the Agent by not later than the date (the “Extension Confirmation Date”) that is 20 days after the date of the Extension Request, which consent shall be irrevocable when given. Each Bank that does not consent to such extension (a “Non-Extending Bank”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Extension Confirmation Date) and any Bank that does not so advise the Agent on or before the Extension Confirmation Date shall be deemed to be a Non-Extending Bank. The election of any Bank to agree to such extension (each such Bank is herein called an “Extending Bank”) shall not obligate any other Bank to so agree. Subject to the Company’s right to replace a Bank pursuant to Section 2.21, if the aggregate amount of Commitments of the Banks that have agreed to extend their Stated Termination Date shall be more than 50% of the Total Commitments in effect immediately prior to the applicable Anniversary Date, then, promptly following the opening of business on the first Business Day following the applicable Extension Confirmation Date, the Agent shall notify the Company in writing as to whether the requested extension has been granted (such written notice being an “Extension Confirmation Notice”) and, if granted, such

extension shall become effective upon the issuance of the Extension Confirmation Notice. The Agent shall promptly thereafter provide a copy of such Extension Confirmation Notice to each Bank. If such extension is not granted, the Agent shall give the Company notice of the identity of any non-consenting Banks. If the Company replaces one or more non-consenting Banks pursuant to the provisions of Section 2.21, and any such replacement Bank becomes a Bank on or before the earlier of (i) 30 days after the Extension Confirmation Date and (b) 5 days before the applicable Anniversary Date, and consents to the Extension Request at the time it becomes a Bank, such consent shall be effective retroactively as of the Extension Confirmation Date.

(c)In connection with any extension of the Stated Termination Date, the Company, the Agent and each Bank may make such technical and conforming modifications to this Agreement as the Agent and the Company determine to be reasonably necessary to evidence the extension.

Section 2.23. Cash Collateral.

(a)Certain Credit Support Events. At any time that there shall exist a Defaulting Bank, if the reallocation described in Section 2.24(a)(iv) cannot, or only can partially, be effected, then within two (2) Business Days following written notice by the Agent to the Company, the Company shall Cash Collateralize the Issuing Banks’ Fronting Exposure (after giving effect to Section 2.24(a)(iv) and any Cash Collateral provided by the Defaulting Bank) in an amount not less than the Minimum Collateral Amount.

(b)Grant of Security Interest. The Company, and to the extent provided by any Defaulting Bank, such Bank, hereby grants to (and subjects to the control of) the Agent, for the benefit of the Agent and the Issuing Banks, and agrees to maintain, a first priority security interest in all such Cash Collateral, all as security for the obligations to which such Cash Collateral shall be applied pursuant to Section 2.23(c). If at any time the Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Agent as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Company will, promptly upon demand by the Agent, pay or provide to the Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(c)Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.23 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific Letter of Credit Obligations or obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Bank, any interest accrued on such

obligation), prior to any other application of such property as may be provided for herein.

(d)Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Bank status of the applicable Bank or (ii) the Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of the Company shall not be released during the continuance of an Event of Default (and following application as provided in this Section 2.23 may be otherwise applied in accordance with this Credit Agreement), and (y) the Person providing Cash Collateral and the applicable Issuing Banks, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Section 2.24. Defaulting Banks.

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

(i)Waivers and Amendments. That Defaulting Bank’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Majority Banks.

(ii)Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Agent for the account of that Defaulting Bank (whether voluntary or mandatory, at maturity, pursuant to Article 6 or otherwise, and including any amounts made available to the Agent by that Defaulting Bank pursuant to Section 9.05) hereunder, shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by that Defaulting Bank to the Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Bank to any Issuing Bank or Swing Line Bank hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Bank in accordance with Section 2.23; fourth, as the Company may request (so long as no Default or Event of Default exists), to the funding of any Advance in respect of which that Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; fifth, if so determined by the Agent and the Company, to be held in a deposit account and released pro rata in order to (x) satisfy obligations

of that Defaulting Bank to fund Advances under this Agreement and (y) Cash Collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Bank with respect to future Letters of Credit; sixth, to the payment of any amounts owing to the Banks or the Issuing Banks or Swing Line Bank as a result of any judgment of a court of competent jurisdiction obtained by any Bank or Issuing Bank or Swing Line Bank against that Defaulting Bank as a result of that Defaulting Bank’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against that Defaulting Bank as a result of that Defaulting Bank’s breach of its obligations under this Agreement; and eighth, to that Defaulting Bank or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Advances or reimbursement of a disbursement under a Letter of Credit in respect of which that Defaulting Bank has not fully funded its appropriate share and (y) such Advances were made or such Letter of Credit was issued at a time when the applicable conditions set forth in Article 3 were satisfied or waived, such payment shall be applied solely to pay the Advances of and Letter of Credit Obligations owed to all non-Defaulting Banks on a pro rata basis prior to being applied to the payment of any Advances of that Defaulting Bank until such time as all Advances and all funded and unfunded participations in Letter of Credit Obligations are held by the Banks pro rata as contemplated hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Bank that are applied (or held) to pay amounts owed by a Defaulting Bank or to post Cash Collateral pursuant to this Section 2.24(a)(ii) shall be deemed paid to and redirected by that Defaulting Bank, and each Bank irrevocably consents hereto.

(iii)Certain Fees. (A) (A) Each Defaulting Bank shall be entitled to receive a facility fee pursuant to Section 2.07(a) for any period during which that Bank is a Defaulting Bank only to the extent allocatable to the sum of (1) (1) the outstanding amount of the Revolving Advances funded by it and (2) (2) its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral hereunder.

(B)Each Defaulting Bank shall be entitled to receive Letter of Credit Fees for any period during which that Bank is a Defaulting Bank only to the extent allocatable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral hereunder.

(C)With respect to facility fees and Letter of Credit Fees not required to be paid to any Defaulting Bank pursuant to

clause (A) or (B) above, the Company shall (x) pay to each Bank that is not a Defaulting Bank that portion of any such fee otherwise payable to such Defaulting Bank with respect to such Defaulting Bank’s participation in Letter of Credit Obligations and Swing Line Advance that has been reallocated to such non-Defaulting Bank pursuant to clause (iv) below, (y) pay to each Issuing Bank and Swing Line Bank, as applicable, the amount of any such fee otherwise payable to such Defaulting Bank to the extent allocable to such Issuing Bank’s or Swing Line Bank’s Fronting Exposure to such Defaulting Bank, and (z) not be required to pay the remaining amount of any such fee.

(iv)Reallocation of Participations to Reduce Fronting Exposure. During any period in which there is a Defaulting Bank, for purposes of computing the amount of the obligation of each non-Defaulting Bank to acquire, refinance or fund participations in Letters of Credit (and Letter of Credit Obligations) and Swing Line Advances pursuant to Section 2.05, the Applicable Percentage of each non-Defaulting Bank shall be computed without giving effect to the Commitment of that Defaulting Bank; provided that (x) each such reallocation shall be given effect only if, on the date of reallocation, no Default or Event of Default exists; and (y) the reallocation shall only be permitted to the extent that it does not cause the aggregate outstanding principal amount of the Revolving Advances of any Bank plus such Bank’s Letter of Credit Participations and Swing Line Participations (giving effect to the reallocation pursuant to this clause (iv)) to exceed such Bank’s Commitments.

(v)Repayment of Swing Line Advances; Cash Collateral. If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Company shall, without prejudice to any right or remedy available to it hereunder or under law, within two (2) Business Days following written notice by the Agent to the Company, (x) first, prepay Swing Line Advances in an amount equal to the Swing Line Bank’s Fronting Exposure and (y) second, Cash Collateralize the Issuing Banks’ Fronting Exposure in accordance with the procedures set forth in Section 2.23.

(b)Defaulting Bank Cure. If the Company, the Agent, and the Issuing Banks agree in writing that a Defaulting Bank should no longer be deemed to be a Defaulting Bank, the Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Bank will, to the extent applicable, purchase that portion of outstanding Advances of the other Banks or take such other actions as the Agent may

determine to be necessary to cause the Revolving Advances and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the Banks according to their Applicable Percentages (without giving effect to Section 2.24(a)), in the case of Letters of Credit, whereupon that Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company while that Bank was a Defaulting Bank; provided further, that except to the extent otherwise expressly agreed by the affected parties and subject to Section 9.20, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank.

(c)New Swing Line Advances/Letters of Credit. So long as any Bank is a Defaulting Bank, (i) the Swing Line Bank shall not be required to fund any Swing Line Advances unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Line Advance and (ii) no Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

ARTICLE 3

CONDITIONS OF LENDING

Section 3.01. Conditions Precedent to the Effectiveness of the Third Amendment and Restatement. (a) (a) The amendment and restatement of the Existing Credit Agreement on the Third Amendment and Restatement Effective Date is subject to (unless any such condition precedent is waived in accordance with Section 9.01) the conditions precedent that (x) all fees and expenses provided for under the terms of this Agreement, accrued to the Third Amendment and Restatement Effective Date and invoiced two (2) Business Days prior to the Third Amendment and Restatement Effective Date, shall have been paid by the Company and (y) the Agent shall have received on or before the Third Amendment and Restatement Effective Date the following, each dated as of the Third Amendment and Restatement Effective Date in form and substance reasonably satisfactory to the Agent:

(i)A fully executed copy of this Agreement and, for each Bank requesting the same at least two (2) Business Days prior to the Third Amendment and Restatement Effective Date, a Note of the Company payable to such Bank.

(ii)Certified copies of (A) (A) the resolutions of the board of directors or other governing body of the Company approving this Agreement and the Notes; and (B) (B) all documents evidencing other

necessary corporate or other authorizing action and governmental approvals, if any, with respect to this Agreement and the Notes.

(iii)Signed copies of a certificate of the Secretary or an Assistant Secretary or other appropriate officer or representative of the Company certifying the names and true signatures of the officers or other representatives of the Company authorized to sign this Agreement and the Notes and the other documents or certificates to be delivered by the Company pursuant to this Agreement. The Agent may conclusively rely on such certificate until the Agent shall receive a further certificate of the Secretary or an Assistant Secretary or other representative canceling or amending the prior certificate and submitting the signatures of the officers or other representatives named in such further certificate.

(iv)A certificate executed by the Treasurer or Assistant Treasurer of the Company on behalf of the Company certifying that as of the Third Amendment and Restatement Effective Date, since December 31, 2020 there has been no Material Adverse Effect; provided that any change in the market price, credit rating or trading value of the securities of the Company or its Subsidiaries shall not, by itself, be taken into account in determining whether there has been such a Material Adverse Effect.

(v)Favorable opinions of the General Counsel, an associate general counsel or Chief Securities Counsel of the Company in substantially the form of Exhibit E hereto and special counsel for the Company in form and substance reasonably satisfactory to the Agent. Such special counsel shall be reasonably satisfactory to the Agent.

(vi)(i) Upon the reasonable request of any Bank made at least ten (10) Business Days prior to the Third Amendment and Restatement Effective Date, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act and (ii) a Beneficial Ownership Certification in relation to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case at least three (3) Business Days prior to the Third Amendment and Restatement Effective Date.

(b)The obligation of each Bank to make its initial Advance on the occasion of the initial Borrowing by any Borrowing Subsidiary and the obligation of any Issuing Bank to Issue and each Bank to participate in any Letter of Credit Issued on behalf of such Borrowing Subsidiary hereunder, on or after the Third Amendment and Restatement Effective Date, is subject to the conditions precedent that (i) (i) all facility, agency and administrative fees provided for

under the terms of this Agreement, accrued to the date of such initial Advance or Letter of Credit, shall have been paid by the Company; (ii) (ii) no Bank or Issuing Bank shall have advised the Agent and the Company in writing that such Bank or Issuing Bank has determined that it would be illegal under applicable law for such Bank or Issuing Bank to make an Advance to such Borrowing Subsidiary or Issue Letters of Credit for the account of such Borrowing Subsidiary and (iii) (iii) the Agent shall have received on or before the day of such initial Borrowing or Issuance of a Letter of Credit the following, each dated such day or within two (2) Business Days prior to such day, in form and substance reasonably satisfactory to the Agent:

(A)A fully executed copy of the Election to Participate and, for each Bank requesting the same at least two (2) Business Days prior to the date of such initial Borrowing or Letter of Credit Issuance, a Note of such Borrowing Subsidiary payable to such Bank.

(B)Certified copies of (1) (1) the resolutions or other authorizing action of the board of directors or other governing body of such Borrowing Subsidiary approving its Election to Participate, this Agreement and the Notes of such Borrowing Subsidiary; and (2) (2) all documents evidencing other necessary corporate or other authorizing action and governmental approvals, if any, with respect to this Agreement and the Notes of such Borrowing Subsidiary.

(C)Signed copies of a certificate of the Secretary or an Assistant Secretary or other appropriate officer or representative of such Borrower Subsidiary certifying the names and true signatures of the officers or other representatives of such Borrowing Subsidiary authorized to sign such Borrowing Subsidiary’s Election to Participate and the Notes of such Borrowing Subsidiary and the other documents or certificates to be delivered by such Borrowing Subsidiary pursuant to this Agreement. The Agent may conclusively rely on such certificate of such Borrowing Subsidiary until the Agent shall receive a further certificate of the Secretary or an Assistant Secretary or other representative of such Borrowing Subsidiary canceling or amending the prior certificate of such Borrowing Subsidiary and submitting the signatures of the officers or other representatives named in such further certificate.

(D)Favorable opinions of (1) (1) the General Counsel, an associate general counsel or Chief Securities Counsel of the Company covering the matters, to the extent applicable, and in

substantially the form, to the extent applicable, of Exhibit E hereto, (2) (2) special counsel for the Company and such Borrowing Subsidiary, to the extent applicable, in form and substance reasonably satisfactory to the Agent, (3) (3) special local counsel for such Borrowing Subsidiary, to the extent applicable, in form and substance reasonably satisfactory to the Agent and (4) (4) counsel for the Company or the applicable Borrowing Subsidiary as to such other matters as the Agent may reasonably request. Each such special counsel, special local counsel or counsel, as applicable, shall be reasonably satisfactory to the Agent.

(E)Upon the reasonable request of any Bank made at least ten (10) Business Days prior to the date of such initial Borrowing or Letter of Credit Issuance, (i) the Company shall have provided to such Bank, and such Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act and (ii) any such Borrowing Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to such Bank a Beneficial Ownership Certification in relation to such Borrowing Subsidiary, in each case at least three (3) Business Days prior to the date of such initial Borrowing or Letter of Credit Issuance.

(c)Simultaneously with the satisfaction of the conditions precedent set forth in Section 3.01(a) and the effectiveness of the amendment and restatement of this Agreement, (i) the “Commitments” (under and as defined in the Existing Credit Agreement) of the lenders under the Existing Credit Agreement in effect immediately prior to the effectiveness of this Agreement shall terminate pursuant to Section 2.08 thereof and (ii) the Commitments of the Banks shall be as set forth on Annex A. The Banks that are also party to the Existing Credit Agreement, comprising the “Majority Banks” as defined therein, hereby waive any requirement of notice of termination of the commitments pursuant to Section 9.01 of the Existing Credit Agreement and waive any additional notice or other requirements that might apply to such termination to the extent necessary to give effect to the foregoing.

Section 3.02. Conditions Precedent to Each Revolving Borrowing and Letter of Credit Issuance. The obligation of each Bank to make a Revolving Advance on the occasion of each Revolving Borrowing pursuant to Section 2.02 (including the initial Revolving Borrowing) by each Borrower (including each Borrowing Subsidiary), and the obligation of any Issuing Bank to Issue any Letter

of Credit hereunder (including the initial Letter of Credit), and the obligation of the Swing Line Bank to make the Swing Line Advances hereunder (including the initial Swing Line Advance) shall be subject to the further conditions precedent that on the date of such Revolving Borrowing or Letter of Credit Issuance the following statements shall be true and the Agent shall have received for the account of such Bank or Issuing Bank or the Swing Line Bank, as applicable, a certificate signed by a duly authorized officer of the Company as follows:

(i)the representations and warranties contained in Section 4.01 (other than subsection (p) thereof) and, if such Revolving Borrowing is by, or such Letter of Credit Issuance is for the account of, a Borrowing Subsidiary, Section 4.02 (as to such Borrowing Subsidiary) are true and correct in all material respects (except that any representation and warranty that is qualified as to materiality shall be true and correct in all respects) on and as of the date of such Revolving Borrowing, Letter of Credit Issuance or Swing Line Advance, before and after giving effect to such Revolving Borrowing, Letter of Credit Issuance or Swing Line Advance and to the application of the proceeds therefrom, as though made on and as of such date, and

(ii)no Default has occurred and is continuing, or would result from such Revolving Borrowing, Letter of Credit Issuance or Swing Line Advance or from the application of the proceeds therefrom.

ARTICLE 4

REPRESENTATION AND WARRANTIES

Section 4.01. Representations and Warranties of the Company. The Company represents and warrants to the Banks, the Issuing Banks and the Agent as follows:

(a)The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.

(b)The execution, delivery and performance by the Company of this Agreement, its Notes and each Letter of Credit Reimbursement Agreement to which it is a party are within the Company’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) (i) the Company’s restated certificate of incorporation or by-laws or (ii)(ii)(a) any law or (b) any material contractual restriction binding on the Company; except, in the case of clause (ii), where such contravention would not reasonably be expected to result in a Material Adverse Effect.

(c)No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for the

due execution, delivery and performance by the Company of this Agreement, the Notes or any Letter of Credit Reimbursement Agreement to which it is a party, except any such approvals, notices, actions or filings which have already been made, obtained or given.

(d)This Agreement and the Company’s Notes are, and any Letter of Credit Reimbursement Agreement to which it is a party when delivered hereunder will be, legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and to general principles of equity.

(e)The consolidated balance sheet of the Company and its Consolidated Subsidiaries as of December 31, 2020 and September 30, 2019, and the related statements of income, cash flows and shareholders’ equity of the Company and its Consolidated Subsidiaries for the fiscal year or fiscal quarter then ended, copies of which have been furnished to each Bank, fairly present in all material respects the financial condition of the Company and its Consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its Consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP (subject to year-end audit adjustments and the absence of footnotes in the case of quarterly financial statements).

(f)There are no pending actions, suits or proceedings against the Company or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official, in which there is (in the best judgment of the Company) a reasonable possibility of an adverse decision which would adversely affect (i) (i) the business taken as a whole, consolidated financial position or consolidated results of operations of the Company and its Consolidated Subsidiaries, to the extent that there is (in the best judgment of the Company) a reasonable possibility that such decision would prevent the Company from repaying its obligations in accordance with the terms of this Agreement, or (ii) (ii) the legality, validity or enforceability of this Agreement, any Note or any Letter of Credit Reimbursement Agreement, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and to general principles of equity.

(g)United States federal income tax returns of the Company and its Subsidiaries have been examined and closed through the year ended December 31, 2016. The Company and its Subsidiaries have filed all United States federal income tax returns and all other material Tax returns which are required to be filed by them and have paid all income and other Taxes due pursuant to such returns or pursuant to any assessment received by the Company or any of its Subsidiaries, except such Taxes or assessments, if any, (i) as are being contested in good faith by appropriate proceedings or (ii) the non-payment of which would

not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(h)Each of the Company’s Significant Subsidiaries is duly organized, validly existing and in good standing (or the equivalent under applicable local law) under the laws of its jurisdiction of organization, and has all power and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, except in each case where the failure to do so could not reasonably be expected to affect (i) (i) the business taken as a whole, consolidated financial position or consolidated results of operations of the Company and its Consolidated Subsidiaries to the extent that there is a reasonable possibility that such failure would prevent any of the Borrowers from repaying its obligations in accordance with the terms of this Agreement, or (ii) (ii) the legality, validity or enforceability of this Agreement, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and to general principles of equity.

(i)No Termination Event or Foreign Benefit Event has occurred, is still in existence, and is reasonably expected, singly or together with other such events that have occurred, to result in a Material Adverse Effect.

(j)There has been no failure, with respect to any Plan, to satisfy the minimum funding standard under Section 412 of the Internal Revenue Code or Section 302 of ERISA where such failure would result in the imposition of an encumbrance under Section 430(k) of the Internal Revenue Code or Section 303(k) of ERISA and where such failure is reasonably expected, singly or together with other such events that have occurred, to result in a Material Adverse Effect.

(k)Neither the Company nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer Plan in an amount that is reasonably expected to result in a Material Adverse Effect.

(l)Neither the Company nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if as a result of such termination the aggregate annual contributions of the Company and its ERISA Affiliates to all Multiemployer Plans that are then being terminated is reasonably expected to result in a Material Adverse Effect.

(m)The Company and its Subsidiaries are in compliance in all respects with all applicable Environmental Laws and have obtained and are in compliance with any permits, approvals or authorizations required pursuant to Environmental Law, and neither the Company nor any of its Subsidiaries has been cited in

writing as being in violation of any Environmental Laws by any Governmental Authority responsible for or having jurisdiction over hazardous waste disposal, where the failure to so comply or being so cited would reasonably be expected to result in a Material Adverse Effect.

(n)There are no pending or, to the knowledge of the Company, threatened actions, suits or proceedings against the Company or any of its Subsidiaries before any court or arbitrator or other governmental agency or authority pursuant to any Environmental Law, in which there is (in the reasonable judgment of the Company) a reasonable possibility of an adverse decision which would reasonably be expected to result in a Material Adverse Effect.

(o)Except as would not reasonably be expected to have a Material Adverse Effect, there have been no Releases of Hazardous Materials at any property currently owned, leased or operated by the Company or any Subsidiary, or to the knowledge of the Company, at any locations formerly owned, leased or operated by the Company or any of its Subsidiaries.

(p)As of the Third Amendment and Restatement Effective Date, since December 31, 2020 there has been no Material Adverse Effect.

(q)No Subsidiary of the Company nor, to the knowledge of any Responsible Officer of the Company, any director, officer or employee of the Company or any of its Subsidiaries is a Person that is, or is owned 50% or more or controlled by Persons that are on a list of designated persons maintained under any sanctions program administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations, the European Union or Her Majesty's Treasury of the United Kingdom (such sanctions programs collectively, “Sanctions”). The Company is not the target of any Sanctions. None of the Company, any of its Subsidiaries or, to the knowledge of any Responsible Officer of the Company, any director, officer or employee of the Company or any of its Subsidiaries is a Person that is, or is owned 50% or more or controlled by Persons that are located, organized or resident in a country, region or territory that is the subject of comprehensive Sanctions (at the time of this Agreement, Cuba, Iran, North Korea, Syria and Crimea, each a “Sanctioned Jurisdiction”). The Company has implemented and maintains in effect policies and procedures reasonably designed to promote compliance by the Company, its Subsidiaries and their respective directors, officers and employees with applicable Sanctions.

(r)The Company and its Subsidiaries are in compliance with all applicable anti-corruption laws, including the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), in all material respects.

(s)None of the Company nor any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

(t)The proceeds of any Advance and Letter of Credit shall be applied for the purpose specified in Section 5.01(g). No Borrower is engaged as a substantial part of its activities in the business of purchasing or carrying Margin Stock. The value of the Margin Stock owned directly or indirectly by the Company or any Subsidiary which is subject to any arrangement (as such term is used in Section 211.2(g) of Regulation U issued by the Board of Governors of the Federal Reserve System) hereunder is less than an amount equal to twenty-five percent (25%) of the value of all assets of the Borrowers and/or such Subsidiary subject to such arrangement.

(u)As of the Third Amendment and Restatement Effective Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

Section 4.02. Representations and Warranties of Borrowing Subsidiaries. Each Borrowing Subsidiary shall be deemed by the execution and delivery of its Election to Participate to have represented and warranted as follows:

(a)It is duly organized, validly existing and in good standing (or its equivalent under local law) under the laws of the jurisdiction of its organization.

(b)The execution and delivery by it of its Election to Participate, its Notes, and any Letter of Credit Reimbursement Agreement to which it is a party, and the performance by it of this Agreement, its Notes, and Letter of Credit Reimbursement Agreement to which it is a party, are within its powers, have been duly authorized by all necessary action, and do not contravene (i) (i) its organizational documents or (ii)(ii)(a) any law or (b) any material contractual restriction binding on such Borrowing Subsidiary except, in the case of clause (ii), where such contravention would not reasonably be expected to result in a Material Adverse Effect.

(c)This Agreement constitutes a legal, valid and binding agreement of such Borrowing Subsidiary, and its Notes, and any Letter of Credit Reimbursement Agreement to which it is a party, when executed and delivered in accordance with this Agreement, will constitute legal, valid and binding obligations of such Borrowing Subsidiary, enforceable against such Borrowing Subsidiary in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and to general principles of equity.

ARTICLE 5

COVENANTS OF THE COMPANY

Section 5.01. Affirmative Covenants. So long as any Note or Advance or any Letter of Credit Reimbursement Obligation shall remain unpaid or any Bank shall have any Commitment hereunder, or any Letter of Credit remains outstanding (other than Letters of Credit as to which other arrangements reasonably satisfactory to the Agent and the applicable Issuing Bank shall have been made), the Company will, unless the Majority Banks shall otherwise consent in writing:

(a)Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply, with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, (i) (i) paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or upon its property except to the extent contested in good faith, and (ii)(ii) required capitalization of each Borrowing Subsidiary, except in each case where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

(b)Reporting Requirements. Furnish to the Agent:

(i)as soon as available (but in any event no earlier than the date such items are required to be filed by the SEC (after giving effect to any automatic extension available thereunder for the filing of such items)) and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the consolidated balance sheet of the Company and its Consolidated Subsidiaries as of the end of such quarter and the consolidated statements of income and shareholders’ equity and the consolidated statement of cash flows of the Company and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by a designated financial officer of the Company;

(ii)as soon as available (but in any event no earlier than the date such items are required to be filed by the SEC (after giving effect to any automatic extension available thereunder for the filing of such items)) and in any event within 120 days after the end of each fiscal year of the Company, a copy of the annual report for such year for the Company and its Consolidated Subsidiaries, containing financial statements for such year certified by PricewaterhouseCoopers or other independent public accountants of nationally recognized standing (without a “going concern” or like qualification or exception (other than a “going concern” statement, explanatory note or like qualification or exception resulting solely from an

upcoming maturity date of an Advance under this Agreement occurring within one year from the time such opinion is delivered) and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP;

(iii)within the designated time frame for the delivery of financial statements referred to in clauses (i) and (ii) above, a certificate of a designated financial officer of the Company (A) (A) setting forth in reasonable detail the calculations required to establish whether the Company was in compliance with the requirements of Section 5.03 as of the date of such financial statements and (B) (B) stating whether there exists on the date of such certificate any Default or Event of Default, and, if any Default or Event of Default then exists, setting forth the details thereof and the action which the Company is taking with respect thereto;

(iv)promptly after the sending or filing thereof, copies of all reports which the Company sends generally to its security holders, and copies of all periodic reports (including reports on Form 8-K) and all registration statements which the Company or any Subsidiary files with the Securities and Exchange Commission (other than registration statements on Form S-8 or Form 11-K, or registration statements on Form S-3 relating solely to the registration of securities for resale by the holders thereof);

(v)promptly following any request therefor, information and documentation reasonably requested by the Agent or any Bank for purposes of compliance with applicable “know your customer” and anti- money-laundering rules and regulations, including, without limitation, the Act and, to the extent applicable, the Beneficial Ownership Regulation;

(vi)[Reserved];

(vii)[Reserved];

(viii)[Reserved];

(ix)[Reserved];

(x)[Reserved];

(xi)[Reserved];

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(xii)promptly and, in any event, within ten (10) Business Days after the Company acquires actual knowledge that any of its Credit Ratings has changed, written notice informing the Agent of such change;

(xiii)promptly, and in any event as soon as reasonably practicable, such other information with respect to the condition or operations, financial or otherwise, of the Company or any of its Subsidiaries or ERISA Affiliates as any Bank through the Agent may from time to time reasonably request, including, without limitation, Schedule SB to the annual reports (Form 5500 Series) filed with the Internal Revenue Service for each Plan; and

(xiv)promptly, and in any event within five (5) Business Days upon any Responsible Officer of the Company obtaining actual knowledge thereof, the Company shall provide written notice of (A) (A) the occurrence of any Default or Event of Default that is then continuing, or (B) (B) the occurrence of any other event or development that could reasonably be expected to have a Material Adverse Effect.

With respect to any financial statement, report or other document required to be delivered to the Agent pursuant to clauses (i), (ii) or (iv) above, the Company shall be deemed to have fulfilled its obligation to deliver such document to the extent that such document has been filed electronically with the Securities and Exchange Commission and is available on the web site operated by the Securities and Exchange Commission on or before the date that such document is required to be delivered pursuant to such clause.

(c)Corporate Existence. Subject to Section 5.02(b), preserve and keep, and will cause each of its Subsidiaries to preserve and keep, its corporate existence, rights, franchises and licenses in full force and effect, provided, however, that the Company may terminate the corporate existence of any Subsidiary, or permit the termination or abandonment of any Subsidiary, or permit the termination or abandonment of any right, franchise or license if, in the good faith judgment of the appropriate officer or officers of the Company, such termination or abandonment is not materially disadvantageous to the Company and its Subsidiaries, taken as a whole, and is not materially disadvantageous to the Banks.

(d)Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with sound and reputable insurers (or self-insure) covering all such properties and risks as is consistent with sound business practice.

(e)Properties. Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, in all material respects its properties which are deemed by the Company or such Subsidiary to be necessary in the proper

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conduct of its business in good working order and condition, ordinary wear and tear excepted; provided that, nothing in this Section 5.01(e) shall prohibit the disposition of any property if, in the good faith judgment of the appropriate officer or officers of the Company, such disposition is in the best interest of the Company and such disposition is not otherwise prohibited under Section 5.02(b).

(f)Business. Without prohibiting the Company from making acquisitions or divestitures permitted under Section 5.02(b), remain in the same businesses, similar businesses or other businesses reasonably related, incidental, ancillary or complementary thereto or any reasonable extension, development or expansion of, the business in which the Company and its Subsidiaries, taken as a whole, as are carried on as of the date of this Agreement; provided that, this Section 5.01(f) shall not prohibit the Company or its Subsidiaries from entering into any other non-core incidental businesses acquired in connection with any acquisition or investment not prohibited hereunder.

(g)Use of Proceeds. Use the proceeds of the Advances and Letters of Credit made under this Agreement only for general corporate purposes, including, without limitation, the repurchase of shares of capital stock of the Company (as duly approved by the Company’s board of directors from time to time), the repayment of other indebtedness and acquisitions.

(h)Inspection Rights. Permit, and cause each of its Borrowing Subsidiaries and Significant Subsidiaries to permit, representatives designated by the Agent, at the expense of the Agent, upon at least five (5) Business Days’ prior written notice (given to a senior financial officer of the Company), to visit and inspect its properties, and to discuss its financial affairs with its senior officers, and the Company will furnish to the Agent from the books of the Company and its Subsidiaries such financial information as the Agent shall reasonably request upon such reasonable conditions relating to confidentiality of the material and information so supplied as the Company may impose for compliance with Section 9.13, all at such reasonable times during regular business hours; provided that, all such inspections, discussions and information requests shall relate to compliance by the Borrowers with the terms of this Agreement; provided further that, so long as no Event of Default has occurred and is continuing, such inspections shall be limited to not more than once per year; provided further that neither the Company nor any of its Subsidiaries shall be required to disclose any information subject to its attorney-client privilege; and provided further that neither the Company nor any of its Subsidiaries shall be required to disclose any information to the extent such disclosure is prohibited by applicable laws. The Agent may provide to any Bank such information obtained by the Agent as a result of such inspection as may reasonably be requested by such Bank subject to Section 9.13.

Section 5.02. Negative Covenants. So long as any Note or Advance shall remain unpaid, any Letter of Credit shall remain outstanding (other than Letters

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of Credit as to which other arrangements reasonably satisfactory to the Agent and the applicable Issuing Bank shall have been made) or any Bank shall have any Commitment hereunder, the Company will not, without the written consent of the Majority Banks:

(a)Liens, Etc. Create or suffer to exist, or permit any of its Consolidated Subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance (“Lien”) upon or with respect to any of its properties (other than Margin Stock), whether now owned or hereafter acquired, or assign, or permit any of its Consolidated Subsidiaries to assign, any right to receive income, in each case to secure any Debt of any Person or entity, other than (i) (i) Liens securing Debt which in the aggregate principal amount does not exceed $500,000,000, outstanding at any time, (ii) (ii) Liens granted by any Consolidated Subsidiary as security for any Debt owing to the Company or to a Wholly-Owned Consolidated Subsidiary, (iii) Liens securing Debt permitted by Section 5.02(d)(iii); provided that (x) such Lien shall not apply to any other property or assets of the Company or its Consolidated Subsidiaries and (y) such Lien shall not have been incurred in anticipation of the acquisition of such Subsidiary, (iv) Liens securing Debt assumed in connection with the acquisition of any property or assets and any extension, renewal, refinancing or replacement thereof in whole or in part; provided that such renewal, refinancing or replacement does not increase the aggregate principal amount of such Debt (except for increases in an amount not to exceed accrued interest, premium, fees and expenses in connection therewith); provided further that (x) such Lien shall not apply to any other property or assets of the Company or its Consolidated Subsidiaries and (y) such Lien shall not have been incurred in anticipation of such acquisition and (v) Liens in favor of the Agent, any Issuing Bank or any Bank pursuant to the Loan Documents;

(b)Consolidations, Mergers and Sales of Assets. Consolidate with or merge with or into any other Person or sell, lease or otherwise transfer all or substantially all of the assets of the Company and its Subsidiaries taken as a whole (other than Margin Stock) to any other Person or permit any Significant Subsidiary or Borrowing Subsidiary to consolidate with, merge into or sell, lease or otherwise transfer all or substantially all of its assets to any Person other than the Company or a Wholly-Owned Consolidated Subsidiary except:

(i)the Company may merge or consolidate with any other entity so long as the Company is the surviving entity in such transaction and immediately after consummation of such transaction no event has occurred and is continuing which constitutes a Default or Event of Default;

(ii)the Company may merge into any other entity solely for the purpose of redomiciling so long as (X) the surviving entity in such

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transaction expressly assumes all of the obligations of the Company under this Agreement, under its Notes and under the Fee Letters or other agreements referred to in Section 2.07(c), (Y) the surviving entity provides to the Agent and the Banks all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Act and, to the extent such surviving entity qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification, with results reasonably satisfactory to the Agent and each of the Banks and (Z) immediately after consummation of such transaction no Default or Event of Default has occurred and is continuing;

(iii)any Borrowing Subsidiary may merge or consolidate with any other entity so long as (A) (A) the Borrowing Subsidiary is the surviving entity in such transaction or (B) (B) the surviving entity (1) expressly assumes all of the obligations of the Borrowing Subsidiary under this Agreement and under the Notes and itself becomes a Borrowing Subsidiary hereunder and (2) provides to the Agent and the Banks all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Act and, to the extent such surviving entity qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification, with results reasonably satisfactory to the Agent and each of the Banks, and in either case of the foregoing clauses (A) and (B), immediately after consummation of such transaction no Default or Event of Default has occurred and is continuing; and

(iv)any Significant Subsidiary may consolidate or merge with or sell, lease or otherwise transfer all or substantially all of its assets to any other Person so long as immediately after consummation of such transaction no event has occurred and is continuing which constitutes a Default or Event of Default.

(c)Use of Proceeds for Securities Purchases. Use any proceeds of any Advance to acquire any security in any transaction which is subject to Section 13(d), 13(g) or 14(d) of the Exchange Act except to the extent such transaction complies with the Exchange Act and the rules and regulations thereunder.

(d)Priority Debt. Permit any Subsidiary to create, incur or suffer to exist any Priority Debt except (i) (i) Debt under the Loan Documents, (ii) (ii) Debt owed to the Company or a Subsidiary, (iii) (iii) Debt of one or more Subsidiaries existing at the time such Subsidiaries become Subsidiaries (and not incurred in anticipation thereof) and any extension, renewal, refinancing or

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replacement thereof in whole or in part; provided that such renewal, refinancing or replacement does not increase the aggregate principal amount of such Debt (except for increases in an amount not to exceed accrued interest, premium, fees and expenses in connection therewith), (iv) Debt assumed in connection with the acquisition of any property or assets (and not incurred in anticipation thereof) and any extension, renewal, refinancing or replacement thereof in whole or in part; provided that such renewal, refinancing or replacement does not increase the aggregate principal amount of such Debt (except for increases in an amount not to exceed accrued interest, premium, fees and expenses in connection therewith), (v) Debt secured by any Lien permitted by Section 5.02(a)(i) (and any guarantee of such Debt by any Subsidiary) and (vi) other Debt in an aggregate principal amount outstanding at any time, not greater than the greater of 25% of Consolidated Tangible Assets and $750,000,000 (it being understood that, for the purpose of calculating utilization of the basket in this clause (vi), Debt of a Subsidiary and guarantees of such Debt by any other Subsidiary shall not be double counted); provided that, for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred if, at the time of the creation, incurrence or assumption thereof, such Debt was permitted to be incurred pursuant to this clause (vi), notwithstanding a decrease after such time in the amount permitted under this clause (vi) as a result of a decrease in Consolidated Tangible Assets.

(e)Sanctions. Use any part of the proceeds of any Advance or Letter of Credit, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any Person that, at the time of such funding is the target of Sanctions, or in any Sanctioned Jurisdiction, in each case, except to the extent not in violation of applicable Sanctions or (ii) in any other manner that would result in a violation of Sanctions by any party hereto (including as Bank, Agent or otherwise).

(f)FCPA. Use any part of the proceeds of any Advance or Letter of Credit in violation of, or for the purpose of breaching, the FCPA or any other applicable anti-corruption law.

Section 5.03. Financial Covenant. The Company will maintain as of the last day of each Measurement Period a ratio of Consolidated EBITDA to Consolidated Interest Expense of not less than 3.5:1.0.

ARTICLE 6

EVENTS OF DEFAULT

Section 6.01. Events of Default. If any of the following events (“Events of Default”) shall occur and be continuing:

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(a)any Borrower shall fail to pay any principal of any Note, or of any Advance not evidenced by a Note, or any Letter of Credit Reimbursement Obligation, when due;

(b)any Borrower shall fail to pay any fee under this Agreement or any interest on any Note (or on any Advance not evidenced by a Note) within ten (10) days after the due date thereof;

(c)any written representation or warranty made by any Borrower herein or in connection with this Agreement or by any Subsidiary Guarantor in any Subsidiary Guaranty shall prove to have been incorrect in any material respect when made; provided that if any such representation or warranty shall have been incorrect through inadvertence or oversight, no Event of Default shall occur if such representation or warranty shall be made correct within 30 days after any Borrower shall have discovered the error;

(d)the Company shall fail to perform or observe any of the covenants contained in Section 5.01(b)(xiv)(A), Section 5.02 (other than with respect to any involuntary Lien for purposes of Section 5.02(a)) or Section 5.03; or the Company shall fail to perform or observe any other term, covenant (including Section 5.02(a) with respect to any involuntary Lien) or agreement contained in this Agreement or any Subsidiary Guaranty, other than in (a) or (b) above, on its part to be performed or observed and such failure shall remain unremedied for 30 days after written notice thereof shall have been given to the Company by the Agent;

(e)the Company or any of its Subsidiaries shall fail to pay any principal of or premium or interest on any Debt which is outstanding in a principal amount of at least $250,000,000 (or its equivalent in any other currency) in the aggregate (but excluding Debt evidenced by the Notes or consisting of Advances not evidenced by the Notes and Letter of Credit Obligations) of the Company or such Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt, and shall not have been cured or waived; or any other default or failure to perform any other agreement under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, and shall not have been cured or waived, if (x) such Debt is declared to be due and payable prior to the stated maturity thereof as a result of such default or failure to perform or (y) the effect of such default or failure to perform is to accelerate the maturity of such Debt;

(f)the Company, any of its Significant Subsidiaries or any Borrowing Subsidiary shall generally not pay its debts as such debts become due, or shall

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admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Company, any of its Significant Subsidiaries or any Borrowing Subsidiary seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property, and in the event of any such proceeding instituted against the Company, any of its Significant Subsidiaries or any Borrowing Subsidiary, such proceeding shall remain undismissed or unstayed for a period of 60 days or shall result in the entry of an order for relief, the appointment of a trustee or receiver, or other result adverse to the Company, such Significant Subsidiary or such Borrowing Subsidiary; or the Company, any of its Significant Subsidiaries or any Borrowing Subsidiary shall take any corporate action to authorize any of the actions set forth above in this subsection (f);

(g)any final, unsatisfied, undischarged, unpaid and unvacated judgment or order for the payment of money (to the extent not covered by insurance under which the insurer has not denied liability) in excess of $250,000,000 (or its equivalent in any other currency) shall be rendered against the Company or any of its Subsidiaries and (i) (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and at such time, there is no stay of enforcement of such judgment or order then in effect, by reason of a pending appeal or otherwise or (ii) (ii) enforcement proceedings shall not have been commenced by any creditor upon such judgment or order and there shall be any period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;

(h)a Change of Control shall have occurred;

(i)a Termination Event (or Foreign Benefit Event) occurs which, singly or together with any other Termination Events (and Foreign Benefit Events) that have occurred, has resulted or could reasonably be expected to result in a Material Adverse Effect; or

(j)any Subsidiary Guaranty, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the obligations under the Loan Documents, ceases to be in full force and effect; or any Borrower contests in writing the validity or enforceability of any Subsidiary Guaranty; or any Subsidiary Guarantor disavows any of its material obligations under any Subsidiary Guaranty;

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then, and in any such event, the Agent (i) shall at the request, or may with the consent, of the Majority Banks, by notice to the Company, declare the obligation of each Bank to make Advances and of the Issuing Banks to Issue Letters of Credit to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Majority Banks, by notice to the Company, declare the Notes, any Advances not evidenced by Notes, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Notes, any Advances not evidenced by Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Company and (iii) shall at the request, or may with the consent, of the Majority Banks, by notice to the Company, require that the Company Cash Collateralize the Letter of Credit Obligations in an amount equal to the Minimum Collateral Amount, and otherwise exercise on behalf of itself, the Banks and the Issuing Banks all rights and remedies available to it, the Banks and the Issuing Banks under the Loan Documents; provided, however, that in the event of an Event of Default described in Section 6.01(e), (x) the obligation of each Bank to make Advances and of the Issuing Banks to Issue Letters of Credit shall automatically be terminated and (y) the Notes, any Advances not evidenced by Notes, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Company.

Section 6.02. Letter of Credit Collateral Account. (a) (a) If at any time while any Event of Default has occurred and is continuing, the Agent determines that there is a Collateral Shortfall Amount, the Agent may make demand on the Company to pay, and the Company will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount, which funds shall be deposited in the Letter of Credit Collateral Account.

(b)Subject to Section 2.23, the Agent may at any time or from time to time after funds are deposited in the Letter of Credit Collateral Account, apply such funds to the payment of the Reimbursement Obligations and (if an Event of Default under Section 6.01(a) or (b) has occurred and is continuing) any other amounts as shall from time to time have become due and payable by the Borrowers to the Banks or the Issuing Banks under the Loan Documents.

(c)At any time while any Event of Default has occurred and is continuing, neither the Borrowers nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account. Subject to Section 2.23, after all of the Reimbursement Obligations have been paid in full in cash, all outstanding Letters of Credit have expired and the Commitments have been terminated, any funds remaining in the Letter of Credit Collateral Account shall (unless an Event of

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Default under Section 6.01(a) or (b) has occurred and is continuing, in which case such funds may be applied in accordance with the immediately preceding Section 6.02(b)) be returned by the Agent to the Company or paid to whomever may be legally entitled thereto at such time.

ARTICLE 7

THE AGENT

Section 7.01. Appointment and Authority. Each of the Banks and Issuing Banks hereby irrevocably appoints Bank of America to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent, the Banks and the Issuing Banks, and no Borrower shall have rights as a third party beneficiary of any of such provisions.

Section 7.02. Rights as a Bank. The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank as any other Bank and may exercise the same as though it were not the Agent and the term “Bank” or “Banks” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the Banks.

Section 7.03. Exculpation Provisions. The Agent or the Arranger, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Agent or the Arrangers, as applicable:

(a)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agent is required to exercise as directed in writing by the Majority Banks (or such other number or percentage of the Banks as shall be expressly provided for herein or in the other Loan Documents); provided that the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Loan Document or applicable law;

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(c)shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Bank any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their Affiliates, that is communicated to, obtained or in the possession of, the Agent, Arrangers or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished to the Banks by the Agent herein;

(d)shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Banks (or such other number or percentage of the Banks as shall be necessary, or as the Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01 or Section 6.01 or (ii) in the absence of its own gross negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Agent by the Company, a Bank or an Issuing Bank; and

(e)shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent.

Section 7.04. Reliance by Agent. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of an Advance, or the Issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Bank or an Issuing Bank, the Agent may presume that such condition is satisfactory to such Bank or such Issuing Bank unless the Agent shall have received notice to the contrary from such Bank or such Issuing Bank prior to the making of such Advance or the Issuance of such Letter of Credit. The Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable

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for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts

Section 7.05. Delegation of Duties. The Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.

Section 7.06. Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Banks, the Issuing Banks and the Company. Upon receipt of any such notice of resignation, the Majority Banks shall have the right, in consultation with and with the approval of the Company (which approval shall not be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Banks and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Company and the Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Banks or the Issuing Banks under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank and the Issuing Banks directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 9.12 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related

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Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring Agent was acting as Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Agent.

(b)Any resignation by Bank of America as Agent pursuant to this Section shall also constitute its resignation as Issuing Bank and Swing Line Bank. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swing Line Bank, (ii) (ii) the retiring Issuing Bank and Swing Line Bank shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

(c)If the Person serving as the Agent is a Defaulting Bank pursuant to clause (d) of the definition thereof, the Majority Banks may, to the extent permitted by applicable law, by notice in writing to the Company and such Person remove such Person as Agent and, with the written consent of the Company, appoint a successor. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Majority Banks) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

Section 7.07. Non-Reliance on the Agent, the Arrangers and the Other Banks. Each Bank and Issuing Bank expressly acknowledges that neither the Agent nor the Arrangers have made any representation or warranty to it, and that no act by the Agent or the Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Agent or the Arrangers to any Bank as to any matter, including whether the Agent or the Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Bank represents to the Agent and the Arrangers it has, independently and without reliance upon the Agent, the Arrangers or any other Bank or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisals of, and investigations into, the business, prospects, operations, property, financial and other conditions and creditworthiness of the Loan Parties and their Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision

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to enter into this Agreement and to extend credit to any Borrower hereunder. Each Bank also acknowledges that it will, independently and without reliance upon the Agent, the Arrangers or any other Bank or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Each Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Bank for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Bank agrees not to assert a claim in contravention of the foregoing. Each Bank represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Section 7.08. No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the joint lead arrangers or co-syndication agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Agent, a Bank or an Issuing Bank hereunder.

Section 7.09. Indemnification. The Banks agree to indemnify the Agent (to the extent not reimbursed by the Borrowers), ratably according to the respective principal amount of Revolving Advances, Letter of Credit Participations and Swing Line Participations then held by each of them (or if no Revolving Advances, Letter of Credit Obligations or Swing Line Participations are at the time outstanding or if any Revolving Advances are held by Persons which are not Banks, ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent or under this Agreement; provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s gross negligence or willful misconduct as determined

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by a court of competent jurisdiction by final and nonappealable judgment. Without limitation of the foregoing, each Bank agrees to reimburse the Agent, as applicable, promptly on demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, including, without limitation, an exercise of rights pursuant to Section 5.01(h), to the extent that the Agent is not reimbursed for such expenses by the Borrowers.

Section 7.10. Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Agent makes a payment hereunder in error to any Bank or any Issuing Bank (the “Credit Party”), whether or not in respect of an Obligation due and owing by a Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Credit Party receiving a Rescindable Amount severally agrees to repay to the Agent forthwith on demand the Rescindable Amount received by such Credit Party in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. Each Credit Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Agent shall inform each Credit Party promptly upon determining that any payment made to such Credit Party comprised, in whole or in part, a Rescindable Amount.

ARTICLE 8

GUARANTY

Section 8.01. The Guaranty. The Company hereby unconditionally and irrevocably guarantees the due and punctual payment (whether at stated maturity, upon acceleration or otherwise) of the principal of and interest on each Note issued by any Borrowing Subsidiary (and each Reimbursement Obligation of and each Advance made to any Borrowing Subsidiary not evidenced by a Note) pursuant to this Agreement, and the due and punctual payment of all other amounts payable by any Borrowing Subsidiary under this Agreement or any Letter of Credit Reimbursement Agreement. Upon failure by any Borrowing Subsidiary to pay punctually any such amount, the Company shall forthwith on demand pay the amount not so paid in the currency, at the place, in the manner and with the effect otherwise specified in Article 2 of this Agreement and the terms of any applicable Letter of Credit Reimbursement Agreement. If payment

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has become due under this guaranty as provided in the preceding sentence, the Company further agrees that if any such payment in respect of any guaranteed amounts shall be due in a currency other than Dollars and/or at a place of payment other than New York and if, by reason of any applicable law, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such amounts in such currency or such place of payment shall be impossible or, in the judgment of any applicable Bank, not consistent with the protection of its rights or interests, then, at the election of any applicable Bank, the Company shall make payment of such amount in Dollars (based upon the applicable exchange rate in effect on the date of payment) and/or in New York. The guarantee made by the Company hereunder constitutes a guarantee of payment when due and not of collection.

Section 8.02. Guaranty Unconditional. The obligations of the Company hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:

(i)any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrowing Subsidiary under this Agreement, any Note or any Letter of Credit Reimbursement Agreement or the exchange, release or non-perfection of any collateral security therefor;

(ii)any modification or amendment of or supplement to this Agreement, any Note or any Letter of Credit Reimbursement Agreement;

(iii)any change in the corporate existence, structure or ownership of any Borrowing Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrowing Subsidiary or its assets;

(iv)the existence of any claim, set-off or other rights which the Company may have at any time against any Borrowing Subsidiary, the Agent, any Bank, any Issuing Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(v)any invalidity or unenforceability relating to or against any Borrowing Subsidiary for any reason of any provision or all of this Agreement, any Note or any Letter of Credit Reimbursement Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by any Borrowing Subsidiary of the principal of or interest on any Advance or any other amount payable by it under this Agreement; or

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(vi)any other act or omission to act or delay of any kind by any Borrowing Subsidiary, the Agent, any Bank, any Issuing Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph (vi), constitute a legal or equitable discharge of the Company’s obligations hereunder or a Borrowing Subsidiary’s obligations under this Agreement.

Section 8.03. Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances. The Company’s obligations hereunder shall survive the Termination Date and remain in full force and effect until the principal of and interest on the Notes, all Reimbursement Obligations, all Advances not evidenced by the Notes and all other amounts payable by the Company and each Borrowing Subsidiary under this Agreement shall have been paid in full (other than contingent obligations for which no claim has been made). If at any time any payment of the principal of or interest on any Note, any Reimbursement Obligation, or on any Advance not evidenced by a Note, or any other amount payable by any Borrowing Subsidiary under this Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of any Borrowing Subsidiary or otherwise, the Company’s obligations hereunder with respect to such payment shall be reinstated at such time as though such payment had been due but not made at such time.

Section 8.04. Waiver by the Company. The Company irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any right be exhausted or any action be taken by the Agent, any Bank, any Issuing Bank or any other Person against any Borrowing Subsidiary or any other Person or any collateral security.

Section 8.05. Subrogation. Upon making any payment hereunder, the Company shall be subrogated to the rights of the Banks against any such Borrowing Subsidiary with respect to such payment; provided that the Company shall not enforce any right or demand or receive any payment by way of subrogation until all amounts of principal of and interest on the Notes of such Borrowing Subsidiary and all other amounts payable by such Borrowing Subsidiary under this Agreement and any Letter of Credit Reimbursement Agreement or to which such Borrowing Subsidiary is a party have been paid in full.

Section 8.06. Stay of Acceleration. In the event that acceleration of the time for payment of any amount payable by any Borrowing Subsidiary under this Agreement or any of its Notes is stayed upon the insolvency, bankruptcy or reorganization of such Borrowing Subsidiary, all such amounts otherwise subject to acceleration under the terms of this Agreement shall nonetheless be payable by the Company hereunder forthwith on demand by the Agent for the account of the Banks.

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ARTICLE 9

MISCELLANEOUS

Section 9.01. Amendments, Etc. Except as provided by Section 1.06(c), Section 2.08(d), Section 2.12(ec), Section 2.12(f) and Section 2.22, no amendment or waiver of any provision of this Agreement or the Notes, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Banks, in each case with the written consent of the Company (it being understood that the Company shall provide a copy to the Agent; provided that the failure of the Company to provide such copy shall not impact the effectiveness of such amendment on waiver) and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) (a) no amendment, waiver or consent shall do any of the following: (i) (i) waive any of the conditions specified in Section 3.01, (ii) (ii) except as set forth in Section 2.08, increase the Commitment of any Bank without the consent of such Bank, (iii) (iii) extend the Stated Termination Date (except as otherwise provided in Section 2.22) without the consent of all Banks, (iv) (iv) reduce the principal of, or interest on, the Revolving Advances, the Notes, the Letter of Credit Obligations owed to any Bank or any fees or other amounts payable to any Bank hereunder without the consent of such Bank; provided that, no amendment entered into pursuant to the terms of Section 2.12(ec) nor any amendment to the default rate of interest set forth in Section 2.10(a), (b) or (c) shall constitute a reduction in the rate of interest or fees for purposes of this clause (iv), (v) (v) postpone any payment of principal of the Revolving Advances, the Notes or the Letter of Credit Obligations on the Stated Termination Date or any scheduled payment date for interest on the Revolving Advances, the Notes, the Letter of Credit Obligations owed to any Bank or any fees payable to any Bank hereunder without the consent of such Bank, (vi) (vi) release the Company’s guaranty obligations pursuant to Article 8 without the consent of each Bank, (vii) (vii) change the percentage of the Commitments, or of the aggregate unpaid principal amount of the Advances, Letter of Credit Participations and Swing Line Participations, which shall be required for the Banks or any of the Banks to take any action hereunder without the consent of each Bank, (viii) (viii) amend this Section 9.01 or (ix) change Section 2.18 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Bank directly and adversely affected thereby, and (A) (b) no amendment, waiver or consent shall, unless in writing and signed by the Agent and/or each Issuing Bank and/or the Swing Line Bank, in addition to the Banks required above to take such action, affect the rights or duties of the Agent and/or such Issuing Bank and/or such Swing Line Bank, as applicable, under this Agreement.

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Notwithstanding any provision herein to the contrary, if the Agent and the Company acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and exhibits thereto), then the Agent and the Company shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect and such amendment shall become effective without any further action or consent of any other party to this Agreement.

Section 9.02. Notices, Etc. (a) (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i)if to the Company, at 1 Ecolab Place, Saint Paul, MN 55102, Attention: Catherine Loh, Assistant Treasurer, Telecopier No. (651) 306-5291, Tel: (651) 250-4195, E-mail: catherine.loh@ecolab.com, with a copy to the Company at the same address, Attention: General Counsel, E-mail: GeneralCounsel@ecolab.com;

(ii)if to any other Borrowing Subsidiary, at its address specified in its Election to Participate;

(iii)if to any Bank, at its Domestic Lending Office;

(iv)if to the Agent, at Bank of America, N.A., 2380 Performance Drive, Building C, Richardson, Texas 75082, Mail Code: TX2-984-03-26, Attention: Ronaldo Naval, Agency Management, Telecopier No. (877) 511-6124, Tel: (214) 209-1162, E-mail: ronaldo.naval@bofa.com; and

(v)if to the Swing Line Bank, at Bank of America N.A., 101 N. Tryon Street Mail Code: NC1-001-05-46, Charlotte NC 28255-0001, Attention: Jennifer Thayer, Telecopier: (704) 409-0486, Tel: (980) 388- 3254, E-mail: jennifer.thayer@baml.com

or, as to the Company, the Agent, any Issuing Bank or the Swing Line Bank, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Company and the Agent (or as to any Bank, by notice to the Agent and the Company). Notices and other

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communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b)Notices and other communications to the Agent, the Banks and the Issuing Banks hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Agent, provided that the foregoing shall not apply to notices to any Bank or any Issuing Bank pursuant to Article II if such Bank or Issuing Bank, as applicable, has notified the Agent that it is incapable of receiving notices under such Article by electronic communication. The Agent, the Issuing Banks or the Company may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement) and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefore; provided that if such notice, e-mail or other communication is not sent during the normal business hours of the recipient, such notice, e-mail or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

(c)The Agent may, but shall not be obligated to, make materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, the “Communications”) available to the Banks by posting the Communications on IntraLinks or a substantially similar electronic transmission system (the “Platform”). Each Borrower acknowledges that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution.

The Company, on behalf of itself and each Borrower, hereby further acknowledges that certain of the Banks (each, a “Public Bank”) may have personnel who do not wish to receive material non-public information with

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respect to the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Company, on behalf of itself and each Borrower, hereby agrees that (w) all Communications that the Company intends are to be made available to Public Banks shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Communications “PUBLIC”, the Company shall be deemed to have authorized the Agent, the Arrangers, the Issuing Banks and the Banks to treat such Communications as not containing any material non-public information with respect to the Company or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Communications constitute Information, they shall be treated as set forth in Section 9.13); (y) all Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Agent and the Arrangers shall be entitled to treat any Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”.

(d)THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY TO THE BORROWERS, ANY BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWERS’ OR THE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED

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PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

(e)The Agent agrees that the receipt of the Communications by the Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Agent for purposes of Section 9.02. Each Bank agrees that notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Bank for purposes of Section 9.02. Each Bank agrees to notify the Agent in writing (including by electronic communication) from time to time of such Bank’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address; provided that (x) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement) and (y) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (x) of notification that such notice or communication is available and identifying the website address therefor (provided that, for each of clauses (x) and (y), if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient).

(f)The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Acceptances, amendments or other modifications, Notices of Borrowing, Notices of Prepayment, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary, the Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Agent pursuant to procedures approved by it.

(g)Each of the Borrowers, the Agent, the Issuing Banks and the Swing Line Bank may change its address, facsimile or telephone number for

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notices and other communications hereunder by notice to the other parties hereto. Each other Bank may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Company, the Agent, the Issuing Banks and the Swing Line Bank. In addition, each Bank agrees to notify the Agent from time to time to ensure that the Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Bank. Furthermore, each Public Bank agrees to cause at least one individual at or on behalf of such Public Bank to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Bank or its delegate, in accordance with such Public Bank’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Company or its securities for purposes of United States federal or state securities laws.

Section 9.03. No Waiver; Remedies. No failure on the part of any Bank or any Issuing Bank or the Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 9.04. Costs and Expenses. (a) (a) The Company agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of one counsel for the Agent with respect thereto and with respect to advising the Agent as to rights and responsibilities under this Agreement, and all reasonable and documented costs and expenses, if any, of the Agent, each Issuing Bank and the Banks (including, without limitation, reasonable and documented counsel fees and expenses of counsel to the Agent, the Banks and the Issuing Banks (but only for one firm of counsel for the Agent, Issuing Banks and the Banks and, if reasonably necessary, for one local counsel to the Agent and the Banks, taken as a whole, in any relevant jurisdiction (which may be one special counsel acting across multiple jurisdictions); provided that if representation of all such parties by one firm of counsel would be inappropriate due to the existence of an actual or potential conflict of interest, the Company shall pay the reasonable and documented out-of-pocket legal expenses of one additional firm of counsel for the affected parties, taken as a whole, in each relevant jurisdiction (which may be one special counsel acting across multiple jurisdictions)) in connection with the enforcement (whether

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through negotiations, legal proceedings or otherwise) of this Agreement, the Notes, any Letter of Credit Reimbursement Agreement and the other documents to be delivered hereunder, in each case if an Event of Default exists, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 9.04(a).

(b)If any payment of principal of any EurocurrencyAlternative Currency Term Rate Advance or SOFR Advance is made other than on the last day of the Interest Period for such Advance, as a result of acceleration of the maturity of the Notes and Advances not evidenced by the Notes pursuant to Section 6.01 or for any other reason, including the purchase of an assignment pursuant to Section 2.08(e), but not including Sections 2.12, 2.15 or 2.16, the applicable Borrower shall, upon demand by any Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Bank any amounts required to compensate such Bank for any additional losses (but excluding loss of any Applicable Eurocurrency Margin), costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss (but excluding loss of any Applicable Eurocurrency Margin), cost or expense reasonably incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Bank to fund or maintain such Advance. Such Bank’s demand shall set forth the reasonable basis for calculation of such loss, cost or expense. The obligations of the Company under this Section 9.04(b) shall survive the payment in full of the obligations hereunder and the termination of this Agreement.

Section 9.05. Right of Set-off. Upon (a) (a) the occurrence and during the continuance of any Event of Default and (b) (b) the making by the Majority Banks of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes or Advances due and payable pursuant to the provisions of Section 6.01, each Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Bank to or for the credit or the account of the Company or the applicable Borrowing Subsidiary against any and all of the obligations of the Company or the applicable Borrowing Subsidiary now or hereafter existing under this Agreement, the Notes held by such Bank, and any Letter of Credit Reimbursement Agreement to which such Bank is a party, irrespective of whether or not such Bank shall have made any demand under this Agreement, any such Note or such Letter of Credit Reimbursement Agreement and although such obligations may be unmatured (other than as provided in clause (b) above); provided that in the event that any Defaulting Bank shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.24 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust

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for the benefit of the Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of set-off. Each Bank agrees promptly to notify the Company after any such set-off and application made by such Bank; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Bank under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Bank may have.

Section 9.06. Judgment. (a) (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder or under the Notes in any currency (the “Original Currency”) into another currency (the “Other Currency”) the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agent could purchase the Original Currency with the Other Currency.

(b)The obligation of the applicable Borrower in respect of any sum due in the Original Currency from it to any Bank or the Agent, or any Issuing Bank hereunder, under the Notes held by such Bank, or under any Letter of Credit Reimbursement Agreement shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that on the Business Day following receipt by such Bank, the Agent or such Issuing Bank (as the case may be) of any sum adjudged to be so due in such Other Currency such Bank, the Agent or such Issuing Bank (as the case may be) may in accordance with normal banking procedures purchase the Original Currency with such Other Currency; if the amount of the Original Currency so purchased is less than the sum originally due to such Bank or the Agent or such Issuing Bank (as the case may be) in the Original Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Bank, the Agent or such Issuing Bank (as the case may be) against such loss, and if the amount of the Original Currency so purchased exceeds the sum originally due to any Bank, the Agent or such Issuing Bank (as the case may be) in the Original Currency, such Bank or the Agent or such Issuing Bank (as the case may be) agrees to remit to such Borrower such excess.

Section 9.07. Binding Effect. This Agreement shall become effective when it shall have been executed by the Company and the Agent and when the Agent shall have been notified by each Bank that such Bank has executed it. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Agent and each Bank and no Bank may assign or otherwise transfer any of its rights or obligations hereunder except (a) (a) to an assignee in accordance with the

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provisions of Section 9.08(a), (b) (b) by way of participation in accordance with the provisions of Section 9.08(e) and (c) (c) by way of pledge or assignment of a security interest subject to the restrictions of Section 9.08(g) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, participants and, to the extent expressly contemplated hereby, the Related Parties of each of the Agent, the Issuing Bank and the Banks) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Section 9.08. Assignments and Participations. (a) (a) Each Bank may, upon obtaining the prior written consent of the Agent, each Issuing Bank and the Swing Line Bank (which consent by any such party shall not be unreasonably withheld or delayed), assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Letter of Credit Participations, Swing Line Participations and Note or Notes held by it); provided, however, that (i) (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s rights and obligations so assigned, (ii) (ii) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) may be in the amount of such Bank’s entire Commitment but otherwise shall not be less than $10,000,000 and shall be an integral multiple of $1,000,000 unless the Company and the Agent otherwise consent, (iii) (iii) each such assignment shall be to an Eligible Assignee, (iv) (iv) the parties to each such assignment shall (A) (A) execute and deliver to the Agent for its acceptance and recording in the Register, an Assignment and Acceptance and (B) (B) deliver to the Agent a processing and recordation fee of $3,500; provided that the Agent may, in its sole discretion, elect to waive such processing and recording fee, (v) (v) if no Event of Default under clause (a), (b), (d) (with respect to an Event of Default under Section 5.03 only) or (f) of Section 6.01 has occurred and is continuing, the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed) shall be required for an assignment by a Bank to an assignee which is not a Bank or an Affiliate or Approved Fund of a Bank; provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten (10) Business Days after having received notice thereof, and (vi) (vi) consent of the Agent shall not be required for an assignment by a Bank to an assignee which is a Bank or an Affiliate or Approved Fund of a Bank. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least two (2) Business Days after the execution thereof, the Bank assignor thereunder shall, to

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the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto).

(b)By executing and delivering an Assignment and Acceptance, the Bank assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or any Borrowing Subsidiary or the performance or observance by the Company or any Borrowing Subsidiary of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01(e) or 5.01(b) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) (iv) such assignee will, independently and without reliance upon the Agent, such assigning Bank or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) (v) such assignee confirms that it is an Eligible Assignee; (vi) (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Bank.

(c)The Agent, acting for this purpose as a non-fiduciary agent of the Company, shall maintain at its address referred to in Section 9.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Issuing Banks and the Commitment of, and principal amount of the Advances owing to, each Bank and the amount of the Letter of Credit Reimbursement Obligations owing to each Issuing Bank from time to time (the “Register”). The Agent (or its designee) shall also reflect in the Register the transfer of any portion of any Bank’s interest in the Notes, any Advances not evidenced by a Note, any Letter of Credit Reimbursement Obligation or any other obligations hereunder (collectively, the

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“Obligations”), and the Agent shall retain a copy of the assignment transferring the Obligations for the registration or transfer of the Obligations, and shall enter the names and addresses of the transferees of the Obligations. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent, the Banks and the Issuing Banks shall treat each Person whose name is recorded in the Register as a Bank or an Issuing Bank, as applicable, hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers at any reasonable time and from time to time upon reasonable prior notice. The Obligations are registered obligations and the right, title and interest of any Bank or Issuing Bank and/or its assignees in and to such Obligations shall be transferable only upon notation of such transfer in the Register (and each Note shall expressly so provide). This Section 9.08(c) shall be construed so that the Obligations are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related Treasury Regulations and solely for this purpose, the Agent (or its designee) shall be the Company’s agent for purposes of maintaining the Register and notations of transfer in the Register.

(d)Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an assignee representing that it is an Eligible Assignee, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C-1 hereto, (i) (i) accept such Assignment and Acceptance, (ii) (ii) record the information contained therein in the Register and (iii) (iii) give prompt notice thereof to the Borrowers. Each party hereto agrees that (a) an assignment made pursuant to Section 2.21 may be effected pursuant to an Assignment and Acceptance executed by the Company, the Agent and the assignee and (b) the Bank required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to use commercially reasonable efforts to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Bank, provided, further that any such documents shall be without recourse to or warranty by the parties thereto.

(e)Each Bank may sell participations to one or more banks or other entities (other than a Defaulting Bank) in all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it and the Letter of Credit Participations, Swing Line Participations and Note or Notes held by it); provided, however, that (i) (i) such Bank’s obligations under this Agreement (including, without limitation, its Commitment to the Borrowers hereunder) shall remain unchanged, (ii) (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) (iii) such Bank shall remain the holder of any such Note and Letter of Credit Participations and Swing Line

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Participations and the maker of any Advance for all purposes of this Agreement, (iv) (iv) the Borrowers, the Agent, any Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement, and (v) (v) any agreement between such Bank and any participant in connection with such participating interest shall not restrict such Bank’s right to agree to any amendment or waiver of any provision of this Agreement, or any consent to any departure by any Borrower therefrom, except (to the extent such participant would be affected thereby) a reduction of the principal of, or interest on, any Advance or postponement of any date fixed for payment thereof or a release of the Company’s guaranty obligations pursuant to Article 8. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the applicable Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the obligations under this Agreement (the “Participant Register”); provided that no Bank shall have any obligation to disclose any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the U.S. Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

(f)The Company and each Borrower agree that each participant shall be entitled to the benefits of Sections 2.15 and 2.20 (subject to the requirements and limitations therein, including the requirements under Section 2.20(f) (it being understood that the documentation required under Section 2.20(f) shall be delivered to the participating Bank)) to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (a) of this Section 9.08; provided that such participant (A) agrees to be subject to the provisions of Sections 2.20(i) and 2.21 as if it were an assignee under paragraph (a) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.15 or 2.20, with respect to any participation, than its participating Bank would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation.

(g)Notwithstanding any other provisions set forth in this Agreement, any Bank at any time may assign, as collateral or otherwise, any of its rights (including, without limitation, rights to payments of principal of and/or interest on

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the Advances) under this Agreement to any Federal Reserve Bank or any central bank having jurisdiction over such Bank without notice to or consent of the Company, any Borrowing Subsidiary, any other Bank or the Agent.

Section 9.09. Consent to Jurisdiction. (a) (a) Each of the Company and each Borrowing Subsidiary hereby irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction of any New York State or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, (ii) waives, to the fullest extent that it may legally do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement, or the transactions contemplated hereby in any New York State court or in any such Federal court, (iii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action or proceeding in any such court and (iv) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Borrowing Subsidiary hereby irrevocably appoints the Company (the “Process Agent”) as its agent to receive on behalf of such Borrowing Subsidiary and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Company or such Borrowing Subsidiary in care of the Process Agent at the Process Agent’s address referred to in Section 9.02, and each Borrowing Subsidiary hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf.

(b)Nothing in this Section 9.09 shall affect the right of the Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against the Company or any Borrowing Subsidiary or its property in the courts of any other jurisdictions.

Section 9.10. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 9.11. Execution in Counterparts; Electronic Execution.

(a)This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so

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executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(b)This Agreement and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement (each an “Agreement Communication”), including Agreement Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties agrees that any Electronic Signature on or associated with any Agreement Communication shall be valid and binding on each of the Loan Parties to the same extent as a manual, original signature to the extent and as provided for in any applicable law, and that any Agreement Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of each of the Loan Parties enforceable against such in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered to the extent and as provided for in any applicable law. Any Agreement Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Agreement Communication. For the avoidance of doubt, the authorization under this paragraph (b) may include, without limitation, use or acceptance by the Agent and each of the Banks of a manually signed paper Agreement Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Agreement Communication converted into another format, for transmission, delivery and/or retention. The Agent and each of the Banks may, at its option, create one or more copies of any Agreement Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of the such Person’s business, and destroy the original paper document. All Agreement Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record to the extent and as provided for in any applicable law. Notwithstanding anything contained herein to the contrary, the Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Agent has agreed to accept such Electronic Signature, the Agent and each of the Banks shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party without further verification and (ii) upon the reasonable request of the Agent or any Bank, the Company shall use commercially reasonable efforts to ensure that any Electronic Signature shall be promptly followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings

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assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

Section 9.12. Indemnification.

(a)Indemnification by the Company. The Company agrees to indemnify and hold harmless the Agent, each Bank and each of their affiliates and their respective directors, officers, employees and agents (each, an “Indemnified Party”) from and against any and all claims, damages, liabilities and expenses (including, without limitation, fees and disbursements of counsel (but only for one firm of counsel for all the Indemnified Parties taken as a whole and, if reasonably necessary, for one local counsel to the Indemnified Parties, taken as a whole, in any relevant jurisdiction (which may be one special counsel acting across multiple jurisdictions)); provided that if, in the reasonable opinion of the relevant Indemnified Party, representation of all the Indemnified Parties by one firm of counsel would be inappropriate due to the existence of an actual or potential conflict of interest, the Company shall reimburse the reasonable out of pocket legal expenses of one additional firm of counsel to all affected Indemnified Parties, taken as a whole, in each relevant jurisdiction (which may be one special counsel acting across multiple jurisdictions)) which may be incurred by or asserted against any Indemnified Party in connection with or arising out of any investigation, litigation or proceeding related to the Advances, the Letters of Credit, the Notes, this Agreement, any Letter of Credit Reimbursement Agreement, any of the transactions contemplated hereby, or the use of the proceeds of the Borrowings or the Letters of Credit by the Borrowers or the beneficiaries under any Letters of Credit, whether or not such Indemnified Party is a party thereto; provided that such indemnity shall not, as to any Indemnified Party, be available (i) to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Party, (ii) to the extent such claims and liabilities are settled without the consent of the Company (such consent not to be unreasonably withheld), (iii) to the extent such losses, claims, damages, liabilities or related expenses are found by a final, nonappealable judgment of a court of competent jurisdiction to have resulted from a breach in any material respect of the obligations of such Indemnified Party under the Loan Documents or (iv) to the extent such losses, claims, damages, liabilities or related expenses arise out of or in connection with any claim, litigation, investigation or proceeding that does not involve an act or omission of the Company or any of its Subsidiaries and that is brought by an Indemnified Party against any other Indemnified Party (other than any such claim, litigation, investigation or proceeding brought against the Agent solely in its capacity as such or in fulfillment of its role as Agent or similar role under the Loan Documents). Each Bank agrees to give the Company prompt written notice of any investigation, litigation or proceeding which may lead to a claim for indemnification under this Section, provided that the failure to give such

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notice shall not affect the validity or enforceability of the indemnification hereunder. Without in any way qualifying or limiting the Company’s indemnification obligation in this Section, to the extent permitted by applicable law, neither the Borrowers nor any Indemnified Party shall assert, and hereby waive, any claim against any Indemnified Party or the Company (respectively), on any theory of liability, for special, indirect, consequential or punitive damages (“Excluded Damages”), as opposed to direct or actual damages, arising out of, in connection with, or as a result of, the Advances, the Letters of Credit, the Notes, this Agreement, any Letter of Credit Reimbursement Agreement, any of the transactions contemplated hereby, or the use of the proceeds of the Borrowings or the Letters of Credit by the Borrowers or the beneficiaries under any Letters of Credit.

(b)Payments. All amounts due under this Section shall be payable not later than twenty (20) Business Days after written demand therefor.

(c)Survival. The agreements in this Section shall survive the resignation of the Agent the replacement of any Bank, the termination of the Total Commitments and the repayment, satisfaction or discharge of all the other obligations hereunder.

Section 9.13. Confidentiality. Each Bank and each Issuing Bank hereby agrees that it will keep confidential any information (as defined below) from time to time supplied to it by or on behalf of the Company under Section 5.01(b) or otherwise in connection with this Agreement (such information, the “Information”) except that such Information may be disclosed (a) (a) on a need-to-know basis, to its Affiliates and its Affiliates’ respective directors, officers, agents, advisors and employees for the evaluation of, administration of and enforcement of rights under the Loan Documents (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential in accordance with the terms of this Section 9.13), (b) (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority) (in which case such Person shall, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, (x) notify the Company as promptly as practicable in advance of such disclosure, to the extent permitted by applicable law, rule or regulation and (y) so furnish only that portion of such Information which the applicable Person is legally required to disclose), (c) (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (in which case such Person shall (x) notify the Company as promptly as practicable in advance of such disclosure, to the extent permitted by applicable law, rule or regulation and (y) so furnish only that portion of such Information which the applicable Person is legally required to disclose), (d) (d) to any other party hereto, (e) (e) in connection with the exercise of any

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remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) (f) subject to an agreement containing provisions no less restrictive than those in this Section, to (i) (i)any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement or (ii) (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company and its obligations, (g) (g) with the consent of the Company, (h) (h) to the extent such Information becomes publicly available other than as a result of a breach of this Section, (i) is independently discovered or developed by a party hereto without utilizing any Information received from or on behalf of the Company or violating the terms of this Section 9.13, (j) for purposes of establishing a “due diligence” defense and (k) to market data collectors, similar service providers to the lending industry and service providers to the Agent and Banks in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments and the Advances. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information but in no event less than reasonable care.

Section 9.14. Non-reliance by the Banks. Each Bank by its signature to this Agreement represents and warrants that (i) (i) it has not relied in the extension of the credit contemplated by this Agreement, nor will it rely in the maintenance thereof, upon any assets of the Company or its Subsidiaries consisting of Margin Stock as collateral and (ii) (ii) after reviewing the financial statements of the Company and its Subsidiaries referred to in Section 4.01(e), such Bank has concluded therefrom that the consolidated cash flow of the Company and its Subsidiaries is sufficient to support the credit extended to the Company pursuant to this Agreement.

Section 9.15. No Indirect Security. Notwithstanding any Section or provision of this Agreement to the contrary, nothing in this Agreement shall (i) (i) restrict or limit the right or ability of the Company or any of its Subsidiaries to pledge, mortgage, sell, assign, or otherwise encumber or dispose of any Margin Stock, or (ii) (ii) create an Event of Default arising out of or relating to any such pledge, mortgage, sale, assignment or other encumbrance or disposition or any agreement with respect thereto.

Section 9.16. Waiver of Jury Trial. EACH OF THE COMPANY, THE BORROWING SUBSIDIARIES, THE AGENT, EACH ISSUING BANK AND THE BANKS IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG ANY OF THE PARTIES HERETO

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ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY NOTE. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY.

Section 9.17. USA Patriot Act Notification. Each Bank that is subject to the Act (as hereinafter defined) and the Agent (for itself and not on behalf of any Bank) hereby notifies the Company that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Company and each other Loan Party, which information includes the name and address of the Company and each other Loan Party and other information that will allow such Bank or the Agent, as applicable, to identify the Company and each other Loan Party in accordance with the Act.

Section 9.18. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) (i)(A) the arranging and other services regarding this Agreement provided by the Agent and the Arrangers are arm’s- length commercial transactions between each Borrower and its Affiliates on the one hand, and the Agent and the Arrangers, on the other hand, (B) (B) each Borrower consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) (C) each Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) (ii)(B) the Agent and the Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for any Borrower or any of its Affiliates, or any other Person and (B) (B) neither the Agent nor the Arrangers have any obligation to any Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii)(iii) the Agent and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers and their Affiliates and neither the Agent nor the Arrangers have any obligation to disclose any of such interests to any Borrower or its Affiliates. To the fullest extent permitted by law, each Borrower hereby waives and releases any claims that it may have against the Agent or the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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Section 9.19. Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b)(b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 9.19, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Banks shall be limited by Debtor Relief Laws, as determined in good faith by the Agent, or any Issuing Bank, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

Section 9.20. Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Solely to the extent any Bank or Issuing Bank that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Bank or Issuing Bank that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Bank or Issuing Bank that is an Affected Financial Institution; and

(b)the effects of any Bail-In Action on any such liability, including, if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

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(iii)the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

Section 9.21. Bank Representations.

(a)Each Bank (x) represents and warrants, as of the date such Person became a Bank party hereto, to, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, the Agent and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers or their respective Affiliates or any other party hereto, that at least one of the following is and will be true:

(i)such Bank is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Bank’s entrance into, participation in, administration of and performance of the Borrowings, the Letters of Credit, the Commitments or this Agreement,

(ii)the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Bank’s entrance into, participation in, administration of and performance of the Borrowings, the Letters of Credit, the Commitments and this Agreement,

(iii)(A) such Bank is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Bank to enter into, participate in, administer and perform the Borrowings, the Letters of Credit the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Borrowings, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Bank, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Bank’s entrance into,

136

participation in, administration of and performance of the Borrowings, the Letters of Credit the Commitments and this Agreement, or

(iv)such other representation, warranty and covenant as may be agreed in writing between the Agent, in its sole discretion, and such Bank.

(b)In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Bank or (2) a Bank has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Bank further (x) represents and warrants, as of the date such Person became a Bank party hereto, to, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, the Agent, and not, for the avoidance of doubt, to or for the benefit of the Company or its Affiliates, that the Agent is not a fiduciary with respect to the assets of such Bank involved in such Bank’s entrance into, participation in, administration of and performance of the Borrowings, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

Section 9.22. Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a)In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered

137

Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Bank shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(b)As used in this Section 9.22, the following terms have the following meanings:

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

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

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

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

5390(c)(8)(D).

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by

138

or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

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SCHEDULE I

Bank of America’s Domestic Lending Office and EurocurrencyAlternative Currency Term Rate Lending Office:

Bank of America

Building C

2380 Performance Dr.

Mail Code: TX2-984-03-23

Richardson, TX 75082

Attention: Angie Hidalgo

Phone: (469) 201-9956

Fax: (214) 416-0555

E-Mail: angie.hidalgo@bofa.com

Bank of America’s Domestic Lending Office for purposes of Letters of Credit:

Bank of America

Trade Operations

Mail Code: PA6-580-02-30

1 Fleet Way

Scranton, PA 18507

Fax: (800) 755-8743

E-Mail: scranton_standby_lc@bofa.com

Schedule I-1

Exhibit B

[Amendments to Exhibits B-1 and B-4 attached]

EXHIBIT B-1

FORM OF NOTICE OF REVOLVING BORROWING

[Date]

Bank of America, N.A., as Agent
Building C

2380 Performance Dr.

Mail Code: TX2-984-03-23

Richardson, TX 75082

Attention: Angie Hidalgo

Phone: (469) 201-9956

Fax: (214) 416-0555

E-Mail: angie.hidalgo@bofa.com

Ladies and Gentlemen:

The undersigned, Ecolab Inc. (the “Company”), refers to the Third Amended and Restated Multicurrency Credit Agreement, dated as of April 16, 2021 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among the undersigned, certain Banks party thereto, certain Issuing Banks party thereto, Bank of America, N.A., as administrative agent for said Banks and said Issuing Banks (the “Agent”) and as Swing Line Bank, and Citibank, N.A., JPMorgan Chase Bank, N.A. and MUFG Bank, Ltd., as “Co-Syndication Agents” thereunder. The undersigned hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Revolving Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Revolving Borrowing (the “Proposed Borrowing”) as required by Section 2.02(a) of the Credit Agreement:

(A)The Borrower is proposed to be .

(B)The Business Day of the Proposed Borrowing is , 20[ ].

(C)The Type of Revolving Advances comprising the Proposed Borrowing is [Base Rate Advances] [EurocurrencySOFR Advances] [Alternative Currency Term Rate Advances] [Daily Simple SOFR Advances] [SONIA Daily Rate Advances].

Exhibit B-1-1

(D)The currency of the Proposed Borrowing is .¹

(E)The aggregate amount of the Proposed Borrowing is .

[(F)The initial Interest Period for each Revolving Advance made as part of the Proposed Borrowing is [ months]].²¹

The undersigned hereby certifies that the following statements will be true on the date of the Proposed Borrowing:

(A)The representations and warranties contained in Section 4.01 (other than subsection (p) thereof) of the Credit Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as to materiality shall be true and correct in all respects), before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date;

(B)No Default has occurred and is continuing, or would result from the Proposed Borrowing or from the application of the proceeds therefrom; [and]

(C)The Credit Ratings of the Company are as follows: [.] [; and]

[(D)The proposed Borrower has become, and remains qualified as, a “Borrowing Subsidiary” under and in accordance with the terms of the Credit Agreement and the representations and warranties contained in Section 4.02 of the Credit Agreement are true and correct as to the proposed Borrower in all material respects (except that any representation and warranty that is qualified as to materiality shall be true and correct in all respects), before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date.]³²

[Signature page follows]

¹ To be included for a Proposed Borrowing comprised of Eurocurrency Advances.

²¹ To be included for a Proposed Borrowing comprised of EurocurrencySOFR Advances and Alternative Currency Term Rate Advance.

³² To be included if the proposed Borrower is not the Company.

Exhibit B-1-2


	Very truly yours,

	ECOLAB INC.


	By:
		Name:
		Title:

Exhibit B-1-3

EXHIBIT B-4

FORM OF NOTICE OF PREPAYMENT

[Date]

Bank of America, N.A., as Agent

Building C

2380 Performance Dr.

Mail Code: TX2-984-03-23

Richardson, TX 75082

Attention: Angie Hidalgo

Phone: (469) 201-9956

Fax: (214) 416-0555

E-Mail: angie.hidalgo@bofa.com

Ladies and Gentlemen:

The undersigned, Ecolab Inc. (the “Company”), refers to the Third Amended and Restated Credit Agreement, dated as of April 16, 2021 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among the undersigned, certain Banks party thereto, certain Issuing Banks party thereto, Bank of America, N.A., as administrative agent for said Banks and said Issuing Banks (the “Agent”) and as Swing Line Bank, and Citibank, N.A., JPMorgan Chase Bank, N.A. and MUFG Bank, Ltd., as “Co-Syndication Agents” thereunder. The undersigned hereby gives you notice pursuant to Section 2.14 of the Credit Agreement that the undersigned hereby requests to prepay a Revolving Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such proposed prepayment (the “Proposed Prepayment”) as required by Section 2.14(a) of the Credit Agreement:

(A)The applicable Borrower is .

(B)The Business Day of the Proposed Prepayment is , 20[ ].

(C)[The Type of Revolving Advances comprising the Proposed Prepayment is [Base Rate Advances] [EurocurrencySOFR Advances] [Alternative Currency Term Rate Advances] [Daily Simple SOFR Advances] [SONIA Daily

Exhibit B-4-1

Rate Advances]]¹ [The Proposed Prepayment is comprised of Swing Line Advances]².

(D)The aggregate principal amount of the Proposed Prepayment is .³

[(E)The Interest Period for each Revolving Advance prepaid as part of the Proposed Prepayment is [ ] months].⁴

[(F)The Proposed Prepayment is conditioned upon the effectiveness of [ ]. Pursuant to Section 2.14(d) of the Credit Agreement, this Notice of Prepayment may be revoked by the Company if [ ] does not become effective prior to, or substantially concurrently with, the date of the Proposed Prepayment.]⁵

[Signature page follows]

¹ To be included, as applicable, if the Prepayment is for Base Rate Advances, EurocurrencySOFR Advances, Alternative Currency Term Rate Advances, Daily Simple SOFR Advances or SONIA Daily Rate Advances.

² To be included if the Prepayment is for Swing Line Advances.

³ To be an aggregate principal amount not less than (a) in the case of a EurocurrencySOFR Advance, a SONIA Advance, a Daily Simple SOFR Advance or an Alternative Currency Term Rate Advance, $1,000,000 or (b) in the case of a Swing Line Advance, $100,000.

⁴ To be included for a Proposed Prepayment comprised of EurocurrencySOFR Advances or Alternative Currency Term Rate Advances.

⁵ To be included if prepayment is conditioned upon the effectiveness of other credit facilities or another transaction.

Exhibit B-4-2

	Very truly yours,

	ECOLAB INC.


	By:
		Name:
		Title:

Exhibit B-4-3

Exhibit (10.2)

1 ECOLAB PLACE

ST. PAUL MN 55102-1390

April 19, 2022

Lanesha Minnix

4412 Windsor Ridge Drive

Irving, TX 75038

Dear Lanesha,

I am pleased to confirm our offer of employment with Ecolab USA Inc. for the position of Executive Vice President General Counsel and Secretary, reporting to me effective on a date to be determined. This position includes an annual starting salary of $615,000 payable in semi-monthly installments. Your incentive target will be 85% of base salary, and based on the achievement of business and personal objectives with a maximum payout potential up to 170% of base salary. Your 2022 incentive will be paid on a full 12 months and will not be prorated and is subject to the Management Incentive Plan (MIP) program guidelines. You will accrue four (4) weeks of paid vacation per calendar year subject to the terms of Ecolab’s vacation policy. Please note that your official start date will be determined after all post-offer screens have been completed, reviewed, and determined that they meet our hiring criteria. You will be sent additional information regarding your first day agenda.

Long Term Incentive Plan

You will be eligible to participate in Ecolab’s Long-Term Incentive Plan with annual grants awarded each year in December (first year eligibility based on hire date). Any such grant is subject to the terms and conditions of The Plan. The annual value of this grant is targeted at $1,000,000, but may vary slightly depending on the stock price on the date of the grant. The ultimate value of your annual grant is based on the competitive market for the position, the stock price on the day of the grant, and your individual performance. Under Ecolab’s program, approximately 50% of the value of the grant will be delivered in stock options and 50% of the value of the grant will be delivered in Performance-Based Restricted Stock Units. The attached brochure on Total Executive Awards outlines Ecolab’s equity program.

To underscore the importance of stock ownership, Ecolab has established stock retention and ownership guidelines for corporate officers. Ownership guidelines are based on stock value expressed as a multiple of base salary. Under your ownership guideline, you are expected to hold an amount equal to three times your base salary. Shares owned outright, legally or beneficially, by you or your immediate family members residing in the same household, and shares held in the 401(k) plan count towards meeting the guideline. Until stock ownership guidelines are achieved and sustained, you are expected to retain 50% of net profit shares upon exercise, vesting or payout of equity awards. For purposes of complying with the guideline, you may not pledge owned shares as security or enter into any risk hedging arrangements.

Restricted Grant 1/3 Per Year

Subject to board approval (targeted for the May Board meeting), you will receive a restricted stock grant with an estimated value of $1,250,000. The number of shares will be determined based on a 30-day average stock price prior to the meeting. The restricted stock has a vesting schedule of one third per year from the date of grant.

Signing Bonus

In addition, you will receive a signing bonus of $525,000. This will be considered taxable income and all regular payroll taxes will be withheld and other required deductions made. This bonus will be paid in one lump sum by your 60th day of employment with Ecolab. In order to receive this payment, you must (1) be employed on the payment date, and (2) sign and return the Signing Bonus Payback Agreement within 5 days. If you leave Ecolab’s employment voluntarily or are discharged for cause* at any time during the 18-month period following your date of hire, you will be required to repay the entire Signing Bonus as specified in the Signing Bonus Payback Agreement. This payment is intended to be exempt from Internal Revenue Code (IRC) Section 409A as a “short-term deferral” described in Treasury Regulation Section 1.409A-1(b)(4), but in any event, Ecolab will not have any liability for any tax or penalty imposed by reason of IRC Section 409A.

You will also receive a separate sign on bonus of $1,000,000. This will be considered taxable income and all regular payroll taxes will be withheld and other required deductions made. This bonus will be paid in one lump sum by your 60th day of employment with Ecolab. In order to receive this payment, you must (1) be employed on the payment date, and (2) sign and return the Sign On Bonus Repayment Agreement within 5 days of receiving your offer letter. If you resign from Ecolab for any reason or are discharged for cause* at any time during the 3-year period following your date of hire, you will be required to repay the sign on bonus according to the schedule specified in the Sign On Bonus Repayment Agreement. This payment is intended to be exempt from Internal Revenue Code (IRC) Section 409A as a “short-term deferral” described in Treasury Regulation Section 1.409A-1(b)(4), but in any event, Ecolab will not have any liability for any tax or penalty imposed by reason of IRC Section 409A.

Change in Control

You will be an Officer of the Corporation. As an elected officer, you will participate in Ecolab’s Change-in-Control severance policy. This entitles you to a severance payment within two years following a change-in-control under certain conditions as defined in the policy.

Compensation Recovery

As an officer you will be subject to Ecolab’s Policy on Reimbursement of Incentive Payments. This policy provides for reimbursement by an officer of annual cash incentive and long-term incentive payments in certain circumstances involving the officer’s misconduct, misconduct by those supervised by the officer, restatement of Ecolab’s reported financial results, or materially inaccurate calculation of performance achievement.

Relocation
As agreed, and as a condition of employment, you will be required to relocate to the Twin Cities. To help facilitate your move, you are eligible for the relocation package provided for your reference. Included in your Graebel packet is a Relocation Repayment Agreement that must be completed and returned to Graebel Relocation before any payments or relocation services will begin. All aspects of your relocation will be managed directly by Graebel Relocation on behalf of Ecolab.

If you leave Ecolab’s employment voluntarily, or are discharge for cause* at any time during the two-year period following your date of hire/transfer, you will be required to repay Ecolab on a pro-rata basis as described in the Relocation Payback Agreement. Should you have questions related specifically to relocation, please contact Graebel Relocation at 1-888-948-4330.

Post-Offer Contingencies

This offer is contingent upon the successful completion and satisfactory results of one or more of the following post-offer screens: controlled substance test, criminal background screen, and education verification. Spencer Stuart will conduct these screens on behalf of Ecolab and will coordinate their completion with you.

Your hire will be dependent on you initiating and successfully completing all post-offer screens and a controlled substance test. Failure to complete these in a timely fashion will result in the rescission of this offer.

Ecolab Associate Resolution Mediation and Arbitration

Ecolab uses mediation and arbitration to resolve disputes related to the employer/employee relationship. As a condition of employment all Ecolab employees are required to sign an Ecolab Associate Resolution Mediation and Arbitration Agreement. Ecolab Associate Resolution Resources provide an easy to use method for economical and prompt dispute resolution. As a condition of employment, we require your electronic signature on our Associate Resolution Mediation and Arbitration Agreement which outlines the Ecolab Associate Resolution Resources and the use of mediation and/or arbitration as the means to settle legal disputes related to your employment with Ecolab, when those disputes cannot be mutually resolved without legal intervention. Please access the document in your candidate account to review, electronically sign and submit the document prior to employment. Please retain a copy of the signed Agreement for your records. Your employment with Ecolab cannot begin until you have signed the Mediation and Arbitration Agreement. Please contact me to request a paper copy of this agreement to sign and return in lieu of an electronic signature.

Employee Agreement

To protect our business interests, and as a condition of employment, Ecolab will require your electronic signature on our Employee Agreement. Please access the document in your candidate account to review, electronically sign, and submit the document prior to employment. Please retain a copy of the signed Employee Agreement for your records. Your employment with Ecolab cannot begin until you have signed the Employee Agreement. Please contact me to request a paper copy of this agreement to sign and return in lieu of an electronic signature.

Employment at Will

As stated in the employment application, we recognize that you retain the option, as does the Company, of ending your employment with the Company at any time, with or without notice and with or without cause. As such, your employment with the Company is at will and neither this letter nor any other oral or written representations may be considered a contract for any specific period of time.

Required Employment Eligibility Agreement

As part of our employee documentation process, and in line with the government’s Immigration Reform and Control Act of 1986, Ecolab is required to verify documents that indicate your right to work in the U.S. On your first day of employment, you must supply Ecolab with the original document(s) you intend to use to verify this information. A receipt for the application of these required documents is also acceptable with the original documents to follow in 90 days from your start date. Without this information, we are not allowed to hire you. If you have questions about which documents will be accepted, please refer to U.S. Citizenship and Immigration Service website at https://www.uscis.gov/i-9-central/acceptable-documents.

Ecolab complies with the reporting requirements of the Social Security Administration (SSA). We are required to use the name you have registered with the SSA in our personnel and payroll records. Our records must reflect exactly what is printed on your Social Security Card. If there is a discrepancy, you must correct the discrepancy directly with the SSA. Please contact your local SSA office or call SSA at 1-800-772-1213 for further instruction. All offers of employment at Ecolab are contingent upon an individual’s ability to secure and maintain legal work authorization in the United States.

Benefits and Programs

As an employee, you are eligible for Ecolab’s comprehensive benefits package and employee programs. Health and welfare benefits will be effective retroactive to your first day of employment following the completion of your web-based enrollment on Ecolab’s Your Total Rewards website. Please see our Benefits Highlights brochure for detailed information regarding company benefits.

You will have 31 days from your date of hire to enroll in your benefits. You can enroll in your benefits prior to receiving your Benefits Enrollment packet. The Benefit Enrollment information is available on the Your Total Rewards website at www.yourtotalrewards.com/ecolab. You will have access to the website within 4 business days following your date of hire. The New Hire Benefits Guide can be found under the Tools & Resources tab near the top of the Your Health & Insurance Benefits page. Enrollment can be processed online via the website, or over the phone with the Ecolab Benefits Center at 800-964-0265. Representatives are available to assist you from 8am to 8pm Eastern time, Monday through Friday.

Lanesha, we would be very pleased to have you as part of the Ecolab team. This position presents a significant challenge and a great opportunity for you and for us. We are a dynamic organization, and you can contribute to the acceleration of our growth. Please do not hesitate to contact me at 651-250-2011 should you have any questions.

Regards,

Christophe Beck

Chief Executive Officer

Ecolab

Cc:Laurie Marsh

* For purposes of this offer letter, discharge for “cause” includes, but is not limited to, dishonesty, attendance problems, deliberate misconduct or failure to act, destruction of property, violation of Ecolab rules or policies (including Code of Conduct), commission of unlawful acts against or reflecting on Ecolab and similar acts or occurrences (including violations of customer-required policies and/or rules)

SIGN-ON BONUS PAYBACK AGREEMENT

Retention of any payments made as part of a Signing Bonus is expressly conditioned on your continued employment with Ecolab. If you leave Ecolab’s employment voluntarily or are discharged for cause* at any time during the 18-month period following your date of hire, you will be required to repay the entire Signing Bonus. This payment is intended to be exempt from Internal Revenue Code (IRC) Section 409A as a “short-term deferral” described in Treasury Regulation Section 1.409A-1(b)(4), but in any event, Ecolab will not have any liability for any tax or penalty imposed by reason of IRC Section 409A.

Nothing in this agreement or our offer of employment guarantees that you will be employed by Ecolab for any specified period of time.

My signature below indicates that I understand and agree with the terms of the repayment agreement.

Signing bonuses are considered taxable income and all regular payroll taxes will be withheld. Bonuses will be paid in one lump sum by your 60th day of employment with Ecolab.

This form must be signed and returned before any funds will be disbursed.

Lanesha Minnix	/s/ Lanesha Minnix	5/9/22
Employee Name (please print)	Employee Signature	Date
Law
Division / Business Unit

* As used in this Agreement, discharge for “cause” includes, but is not limited to, dishonesty, attendance problems, deliberate misconduct or failure to act, destruction of property, violation of Ecolab rules or policies (including Code of Conduct), commission of unlawful acts against or reflecting on Ecolab and similar acts or occurrences (including violations of customer-required policies and/or rules).

SIGN ON BONUS REPAYMENT AGREEMENT

Congratulations on your new position with Ecolab USA Inc. (the “Company”). You will receive a signing bonus of $1,000,000.00, less applicable tax withholding and other legally required deductions, by your 60^th day of employment with Ecolab. Your receipt of this bonus is contingent upon your execution of this Sign On Bonus Repayment Agreement (the “Agreement”), and the signing bonus will not be paid unless and until a signed copy of the Agreement has been received:

If, within three years of the first day you report to work (“Start Date”), you are terminated by the Company for Cause (as that term is defined in your offer letter dated April 19, 2022 (“Offer Letter”)), or you resign for any reason, you will reimburse the Company for all or a portion of your signing bonus, as follows:

Termination Date	Portion to repay
Before the 1^st anniversary of your Start Date	100%
On or after the 1^st anniversary and before the 2^nd anniversary of your Start Date	67%
On or after the 2^nd anniversary and before the 3^rd anniversary of your Start Date	33%
On or after the 3^rd anniversary of your Start Date	0%

The amount that you are required to repay shall not be reduced or offset by any income, employment, or other tax that you are required to pay upon your original receipt of the signing bonus, regardless of whether the repayment is deductible by you, or by any other amount that is owed to you by the Company or any of its affiliates.

This Agreement is independent of any other agreement (if any) you have or may have with the Company, except that the determination of whether your employment was terminated by the Company for Cause shall be determined in accordance with the terms of your Offer Letter. The existence of any claim you may have against the Company shall not serve as a defense to enforcement of this Agreement.

If any provision of this Agreement is held by any court to be invalid or unenforceable, the invalid or unenforceable provision shall be fully severable, and the Agreement shall be construed as if the invalid or unenforceable provision never comprised part of this Agreement. Further, in lieu of the invalid or unenforceable provision, there shall be automatically added, a provision as similar in terms to such invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

You hereby authorize the Company to deduct from your final paycheck, or from any other amount owed to you, the bonus reimbursement due the Company under paragraph 1 of this Agreement, and any other amounts due the Company when your employment terminates, whatever the reason for termination, to the maximum extent permitted by applicable law.

This Agreement shall be interpreted under, and governed by, the laws of the State of Minnesota and may be enforced in any state or federal court in Ramsey County, Minnesota.

Any modifications to this Agreement must be in writing and signed by both parties.

This Agreement and all of its Amendments do not constitute a contract of continuous employment or a guarantee of employment with the Company. Employment with the Company is at−will at all times, including the duration of this Agreement.

Understood and Accepted:


/s/ Lanesha Minnix
Employee Signature

Lanesha Minnix
Print Employee Name

/s/ Laurie M. Marsh
Laurie M. Marsh,
Executive Vice President, Human Resources
5/9/22
Date

RELOCATION PAYBACK AGREEMENT

Retention of any payments made under the Relocation Program is expressly conditioned on your continued employment with Ecolab. If you leave Ecolab's employment voluntarily or are discharged for cause* at any time during the two-year period following your date of transfer, there will be a pro-rata repayment to Ecolab based on the following schedule:

100%, if the date of separation occurs within the first twelve months of the date of transfer

75%, if the date of separation occurs between 13 and 18 months of the date of transfer

50%, if the date of separation occurs between 19 and 24 months from the date of transfer

Furthermore, all reimbursements under this Policy, including any submitted but not yet reimbursed pending tax gross-ups, cease as of the date of termination.

It is understood that nothing in this policy guarantees that you will be employed by Ecolab for any specified period of time. Ecolab shall have full discretionary authority to determine eligibility for benefits and to construe the terms of the plan.

In addition, to agreeing to the terms of the repayment agreement, my signature below indicates I understand and agree to comply with the following: under no circumstance can my corporate credit card be used for relocation related expenses.

This form must be signed and returned before any funds will be disbursed (e.g., relocation allowances, lump sum payments, etc.).

/s/ Lanesha Minnix	Lanesha Minnix	5/9/22
Employee Signature	Print name of Employee	Date
Law
Division / Business Unit
/s/ Scott D. Minnix	Scott D. Minnix	5/10/2022
Witness Signature	Print name of Witness	Date

In order to receive relocation payments without delay, please sign and fax or mail to:

Fax:

303-214-7496

Mail:

Graebel Relocation Services Worldwide

16346 Airport Circle

Aurora, CO 80011, USA

If you have questions regarding this relocation policy, please call Graebel at 866-724-4779.

As used in this Agreement , discharge for cause includes, but is not limited to, dishonesty, attendance problems, deliberate misconduct or failure to act, destruction of property, significant breach of ECOLAB rules (including the Code of Conduct), commission of unlawful acts against or reflecting on ECOLAB and similar acts or occurrences.

Exhibit (10.3)

NALCO COMPANY

SUPPLEMENTAL RETIREMENT INCOME PLAN

(As Amended and Restated Effective as of December 31, 2012)

Table of Contents

Page

ARTICLE I INTRODUCTION‌1

1.1.History and Effective Date‌1

1.2.Purpose‌1

ARTICLE II Definitions and Construction‌2

2.1.Definitions‌2

2.2.Gender and Number; Headings‌3

2.3.Compliance with Code Section 409A‌3

ARTICLE III Participation‌3

3.1.Participation‌3

ARTICLE IV Benefits‌4

4.1.Supplemental Retirement Benefits‌4

4.2.Pre-Retirement Death Benefits ‌4

4.3.Form of Payment and Payment Date‌5

4.4.Offset for Amounts Received Under Other Arrangements‌5

ARTICLE V Administration‌6

5.1.Administration‌6

5.2.Claims Procedure‌6

5.3.Finality of Determination‌6

5.4.Expenses‌6

5.5.Indemnification and Exculpation‌6

ARTICLE VI Funding of the Plan‌7

6.1.Funding‌7

ARTICLE VII Merger, Amendment, and Termination‌7

7.1.Merger, Consolidation, or Acquisition‌7

7.2.Amendment and Termination‌7

ARTICLE VIII Adoption Procedure‌8

8.1.Adoption Procedure‌8

8.2.Withdrawal of Participating Employer‌8

ARTICLE IX GENERAL PROVISIONS‌8

9.1.Nonalienation‌8

9.2.Effect on Other Benefit Plans‌9

9.3.Employer-Employee Relationship‌9

9.4.Facility of Payment‌9

9.5.Binding on Employer, Participants and Their Successors‌10

9.6.Tax Liability‌10

9.7.Severability‌10

9.8.Applicable Law‌10

9.9.Restriction on Venue and Limitations on Actions‌10

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ARTICLE I

INTRODUCTION

1.1.History and Effective Date

Nalco Company (known as Ondeo Nalco Company prior to November 5, 2003 and Nalco Chemical Company prior to March 21, 2001) (the “Company”) established the Supplemental Retirement Income Plan For Eligible Employees of Nalco Chemical Company (the “Plan”) effective January 1, 1989, in order to provide supplemental retirement benefits to certain employees of the Company who were entitled to benefits under the Nalco Company Retirement Income Plan (known as the Ondeo Nalco Company Retirement Income Plan prior to January 1, 2004 and the Retirement Income Plan for Eligible Employees of Nalco Chemical Company and Participating Companies prior to March 21, 2001) (the “Retirement Income Plan”).

Nalco Energy Services, L.P. (known as Ondeo Nalco Energy Services, L.P. prior to November 5, 2003 and Nalco/Exxon Energy Chemicals prior to January 1, 2001) established the “Nalco/Exxon Energy Chemicals Supplemental Retirement Income Plan” (the “NEEC Supplemental Plan”) effective January 1, 1995, in order to provide supplemental retirement benefits to certain employees of Nalco/Exxon Energy Chemicals, L.P. who were entitled to benefits under the Nalco/Exxon Energy Chemicals, L.P. Retirement Income Plan (the “NEEC Qualified Plan”). The NEEC Qualified Plan was merged into the Retirement Income Plan effective July 1, 2001.

The Company amended and restated the Plan, effective as of January 1, 2004, to rename the Plan the “Nalco Company Supplemental Retirement Income Plan,” to reflect the merger of the NEEC Supplemental Plan into the Plan and to reflect changes in the design of the Retirement Income Plan since the initial adoption of the Plan.

The Company amended and restated the Plan, effective as of January 1, 2005, to comply with the requirements of new Code Section 409A and to make certain other changes to the Plan.

The Company hereby amends and restates the Plan effective as of December 31, 2012 to incorporate the prior amendments, to reflect the freeze of pension benefits under the Nalco Company Retirement Income Plan, to delete reference to the EBPAC, to define the Plan’s administrator, and to make clarifying changes.

1.2.Purpose

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plan” as described in Section 3(36) of ERISA. The remaining portion of the benefits restored by this Plan is intended as a separate unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Section 201(2) of ERISA with the intent that it be exempt from

the relevant requirements of Title I of ERISA. This Plan is not intended to satisfy the qualification requirements of Code Section 401.

ARTICLE II

Definitions and Construction

2.1.Definitions

Where the following capitalized words and phrases appear in this Plan, they shall have the meaning set forth below, unless the context clearly requires a different meaning:

(a)“Administrator” means the Vice President – Human Resources of Ecolab Inc. or his or her delegate.

(b)“Affiliated Company” means (a) any corporation which together with the Company is a member of a “controlled group” of corporations (as defined in Code Section 414(b)); (b) any organization which together with the Company is under “common control” (as defined in Code Section 414(c)); (c) any organization which together with the Company is an “affiliated service group” (as defined in Code Section 414(m)); and (d) any organization required to be aggregated with the Company pursuant to Code Section 414(o).

(c)“Board of Directors” means the Board of Directors of the Company.

(d)“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.

(e)“Eligible Employee” means an employee of a Participating Employer who is eligible to participate in the Retirement Income Plan at any relevant date.

(f)“Eligible Surviving Spouse” means the surviving spouse, or Domestic Partner (as such term is defined under the Retirement Income Plan) of a Participant who dies prior to the commencement of the Participant’s benefits under the Retirement Income Plan.

(g)“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations issued thereunder.

(h) “Participant” means an Eligible Employee who becomes a participant in the Plan as provided in Section 3.1.

(i)“Participating Employer” means the Company and each Affiliated Company that has elected to become a Participating Employer under this Plan as provided in Article VIII.

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(j)“Plan” means the “Nalco Company Supplemental Retirement Income Plan” as set forth in this document and as the same may be amended from time to time.

(k)“Pre-Retirement Death Benefits” means the death benefits payable to an Eligible Surviving Spouse pursuant to Section 4.2.

(l)“Retirement Date” means the earliest date on which payment of benefits may commence under the Retirement Income Plan for a Participant as a result of his termination of employment with all Participating Employers for any reason other than death.

(m)“Retirement Income Plan” means the “Final Average Pay Nalco Benefit” under the “Ecolab Pension Plan (2013 Revision)” as successor by merger to the Nalco Company Retirement Income Plan, and as the same may be amended and restated thereafter.

(n)“Supplemental Retirement Benefits” means the benefits payable to a Participant under the Plan as a result of his termination of employment from all Participating Employers and Affiliates for any reason other than death.

2.2.Gender and Number; Headings

Except when otherwise indicated by the context, any masculine terminology when used in this Plan shall also include the feminine gender, and the definition of any term in the singular shall also include the plural. Headings of Articles and Sections herein are included solely for convenience, and if there is any conflict between such headings and the text of the Plan, the text shall control.

2.3Compliance with Code Section 409A

It is intended that the Plan comply with the provisions of Code Section 409A to prevent the inclusion in gross income of any amount accrued by a Participant in a taxable year that is prior to the taxable year or years in which such amounts would otherwise be actually distributed or made available to the Participant. It is intended that the Plan be administered in a manner that will comply with Code Section 409A. All Plan provisions will be interpreted in a manner consistent with Code Section 409A.

ARTICLE III

Participation

3.1.Participation

(a)Each Eligible Employee shall become a Participant in the Plan as of the first date on which benefits accrued by him under the Retirement Income Plan are limited by reason of the application of Code Section 401(a)(17) or 415(b), or the successors to such Sections. Notwithstanding any other provision of this Plan to the contrary, if the Company, in its sole discretion, determines that participation by any Participant shall cause this Plan to be subject to Part 2, 3 or 4 of Subtitle B of Title I of ERISA, the Company shall have the right, in its sole discretion, (i) to prevent the Participant from accruing any additional benefits under the Plan, and

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(ii) to the extent permitted by Code Section 409A, to immediately distribute the Participant’s entire interest in the Plan.

(b)Effective December 31, 2012 participation in the Plan shall be frozen and no Eligible Employee may begin participation in the Plan after December 31, 2012.

ARTICLE IV

Benefits

4.1.Supplemental Retirement Benefits

The Supplemental Retirement Benefits payable to an eligible Participant (expressed as a straight life annuity with 10 years certain commencing on the Participant’s Retirement Date), shall be a monthly amount equal to the excess, if any, of the amount in “a” over the amount in “b” where -

“a” is the monthly amount of the benefit which the Participant would be entitled to receive under the Retirement Income Plan if such benefits (i) were paid in the form of a straight life annuity with a 10 year period certain commencing on the Participant’s Retirement Date (with applicable reductions for early commencement based on such reduction factors as are applied under the Retirement Income Plan), and (ii) were computed without regard to the compensation limitations of Code Section 401(a)(17) and the benefit limitations of Code Section 415(b); and

“b” is the amount of the retirement benefit which such Participant is actually entitled to receive under the Retirement Income Plan.

4.2.Pre-Retirement Death Benefits

If a Participant’s Eligible Surviving Spouse is entitled to payment of a pre-retirement benefit under the Retirement Income Plan, the Eligible Surviving Spouse shall be entitled to Pre-Retirement Death Benefits under this Plan equal to the excess, if any, of the amount in “a” over the amount in “b” where —

“a” is the amount of the death benefit which the Eligible Surviving Spouse would be entitled to receive under the Retirement Income Plan if such benefit were computed without regard to the compensation limitations of Code Section 401(a)(17) and the benefit limitations of Code Section 415(b); and

“b” is the amount of the death benefit which such Eligible Surviving Spouse is actually entitled to receive under the Retirement Income Plan.

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4.3.Form of Payment and Payment Date

(a)Form of Payment. Except as otherwise provided in Subsection 4.3(c), Supplemental Retirement Benefits and Pre-Retirement Death Benefits payable under this Plan shall be paid to the Participant, or the Participant’s Eligible Surviving Spouse, as applicable, in the form of a single lump-sum cash payment. The amount of the lump sum payment shall be determined using the actuarial assumptions and factors set forth in the Retirement Income Plan for the determination of lump sum payments as of the date of commencement of benefits hereunder.

(b)Payment Date. Except as otherwise provided in Subsection 4.3(c), Supplemental Retirement Benefits under this Plan shall be payable as soon as administratively practicable, but not later than 90 days, after the date that is six (6) months after the date of a Participant’s separation from service (within the meaning of Code Section 409A) for reasons other than death; provided, however, that if such ninety (90) day period occurs in more than one calendar year, the Participant shall not have the right to designate the calendar year of payment.

Pre-Retirement Death Benefits shall be payable as soon as administratively practicable after the date of a Participant’s death, but not later than ninety (90) days after the date of the Participant’s death.

(c)Special Rule for Pre-2008 Payments. Notwithstanding the preceding provisions of this Section 4.3, Supplemental Retirement Benefits and Pre-Retirement Death benefits payable under this Plan prior to January 1, 2008 (i) shall be paid or commence as of the same date that benefits are paid or commence under the Retirement Income Plan, and (ii) shall be paid in the same form as benefits are paid under the Retirement Income Plan.

(d)Change of Control. A Participant will receive a lump sum distribution of their Supplemental Retirement Benefit at the time of a change of control as provided under the Employee Benefit Protection Trust of Nalco Chemical Company in an amount equal to the present value of the Participant’s Supplemental Retirement Benefit at the time of the change of control consistent with Code Section 409A.

(e)No Acceleration of Payments. Except as may otherwise be provided by regulations or other guidance issued by the Internal Revenue Service under Code Section 409A, no acceleration of benefits is permitted under this Plan.

4.4.Offset for Amounts Received Under Other Arrangements.

Any benefits which a Participant or the Participant’s Eligible Surviving Spouse are entitled to receive under this Plan, shall be offset by the benefit, if any, that such recipient is entitled to receive or has previously received under any other plan, agreement or arrangement with the Company or a Participating Employer that is intended to provide such recipients with benefits that cannot be provided under the Retirement Income Plan because of the limitations set forth in Code Sections 401(a)(17) and 415(b), if, and only if, such other benefits have the same time and form of distribution as the payment under this Plan and only to the extent permitted under Code Section 409A.

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ARTICLE V

Administration

5.1.Administration

This Plan shall be administered by the Administrator who is the “administrator” of the Plan (within the meaning of Section 3(16)(A) of ERISA). The Administrator shall administer this Plan in a manner consistent with the administration of the Retirement Income Plan, except that this Plan shall be administered as an unfunded plan which is not intended to meet the qualification requirements of Code Section 401. The Administrator shall have thesame rights and authority granted to it under the Retirement Income Plan, which shall include the full power, discretion and authority to interpret, construe and administer this Plan. The Administrator shall establish and maintain such accounts or records as the Administrator may from time to time consider necessary and may assign some of its duties hereunder to officers or other management employees of the Company.

5.2.Claims Procedure

To the extent an expected benefit under this Plan is subject to ERISA, a Participant or Eligible Surviving Spouse who is denied all or a portion of such benefit for any reason may file a claim with the Administrator. Claims for benefits under this Plan shall be administered in accordance with the claims procedures contained in the Retirement Income Plan.

5.3.Finality of Determination

The determination of the Administrator as to any disputed questions arising under this Plan, including questions of construction and interpretation shall be final, binding, and conclusive upon all persons except as otherwise required by applicable provisions of ERISA.

5.4.Expenses

The expenses of administering this Plan shall be borne by the Participating Employers in the proportions determined by the Administrator.

5.5.Indemnification and Exculpation

The Administrator, its agents, and officers, directors, and employees of the Company or any other Participating Employer shall be indemnified and held harmless by the Participating Employers against and from any and all loss, cost, liability, or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit, or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by them in settlement (with the Company’s written approval) or paid by them in satisfaction of a judgment in any such action, suit, or proceeding. The foregoing provision shall not be applicable to any person if the loss, cost, liability, or expense is due to such person’s gross negligence or willful misconduct.

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ARTICLE VI

Funding of the Plan

6.1.Funding

Nothing herein contained shall require or be deemed to require the Company to segregate, earmark or otherwise set aside any funds or other assets to provide for any payments made hereunder. Benefits hereunder shall be paid from assets which shall continue, for all purposes, to be part of the general, unrestricted assets of the Company and its Affiliates. The obligations of the Company hereunder shall be an unfunded and unsecured promise to pay money in the future. However, the Company may establish one or more trusts to assist in meeting its obligations under the Plan, the assets of which shall be subject to the claims of the Company’s general creditors. No current or former Participant, Eligible Surviving Spouse or other person, individually or as a employee of a group, shall have any right, title or interest in any account, fund, grantor trust, or any asset that may be acquired by the Company in respect of its obligations under the Plan (other than as a general creditor of the Company with an unsecured claim against its general assets).

ARTICLE VII

Merger, Amendment, and Termination

7.1.Merger, Consolidation, or Acquisition

In the event of a merger, consolidation, or acquisition where a Participating Employer is not the surviving organization, unless the successor or acquiring organization shall elect to continue and carry on the Plan, this Plan shall terminate with respect to such Participating Employer, and no additional benefits shall accrue for the Participants of such organization. To the extent permitted by Code Section 409A, unpaid benefits shall be paid upon the termination of the Plan.

7.2.Amendment and Termination

The Company by action of its Board of Directors may amend, modify or terminate the Plan at any time and in any manner. Such actions by the Company shall be binding upon all other Participating Employers. In addition, this Plan shall automatically terminate at the time of the termination of the Retirement Income Plan, and any benefit payment obligation under this Plan shall be measured with respect to the benefits which are payable from the Retirement Income Plan irrespective of whether such benefits are actually paid due to an insufficiency of assets to pay such benefits. In the event of a termination of the Plan pursuant to this Section 7.2, no further benefits shall accrue under this Plan, and the Company may, in its discretion, direct early payment of all benefits; provided, however, that (i) no payments, other than payments that would have been payable under the terms of the Plan if termination of the Plan had not occurred, may be made within twelve (12) months of the Plan’s termination date, (ii) all payments must be made within twenty-four (24) months of the Plan’s termination date, (iii) the Company may not adopt a new plan of the type required to be aggregated with the Plan pursuant to Treasury

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Regulations Section 1.409A-1(c) within three (3) years of the date the Plan was terminated, and (iv) no other actions are taken by the Company or the Administrator that would cause the payment of benefits to be treated as an impermissible acceleration of benefits under Code Section 409A.

ARTICLE VIII

Adoption Procedure

8.1.Adoption Procedure

With the consent of the Company, any other organization which satisfies the definition of Affiliated Company under the Retirement Income Plan and this Plan and which is eligible by law to do so may adopt this Plan for the benefit of its Eligible Employees who are or who become participants under the Retirement Income Plan, on express condition that the Company assumes no liability as a result of any such adoption of this Plan by any other organization. Such other organization may adopt this Plan by

(a)executing an adoption instrument adopting the Plan, and agreeing to be bound as a Participating Employer by all the terms, provisions, conditions, and limitations of the Plan; and

(b)submitting all information required by the Company with reference to employees in its employment eligible for participation in the Plan.

The adoption instrument shall specify the effective date of such adoption of the Plan and shall become, as to such organization and persons in its employment a part of this Plan. Any such adoption instrument may be in any form as recognized by the Company, including resolutions as may be adopted by the governing body of such Participating Employer. The Participating Employers under the Plan may be listed in an Appendix attached to the end of the Plan document.

8.2.Withdrawal of Participating Employer

Any Participating Employer may withdraw from the Plan by giving 30 days’ notice in writing of its intention to withdraw to the Company, unless a shorter notice shall be agreed to by the Company.

ARTICLE IX

GENERAL PROVISIONS

9.1.Nonalienation

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attempt to alienate, sell, transfer, assign, pledge, or otherwise encumber any such benefit, whether presently or thereafter payable, shall be void. Notwithstanding the foregoing provisions of this Section 9.1, if a Participant is indebted to the Company or other Participating Employer, the Administrator may reduce any amount that would otherwise be payable by up to $5,000, but only if, and to the extent, permitted under Code Section 409A.

9.2.Effect on Other Benefit Plans

Amounts credited or paid under this Plan shall not be considered to be compensation for the purposes of the Retirement Income Plan or any other retirement plans maintained by a Participating Employer. The treatment of such amounts under other employee benefit plans shall be determined pursuant to the provisions of such plans.

9.3.Employer-Employee Relationship

The establishment of this Plan shall not be construed as conferring any legal or other rights upon any employee or any person for a continuation of employment, nor shall it interfere with the rights of a Participating Employer to discharge any employee or otherwise act with relation to the employee. A Participating Employer may take any action (including discharge) with respect to any employee or other person and may treat such person without regard to the effect which such action or treatment might have upon such person as a Participant under this Plan.

9.4.Facility of Payment

Every person receiving or claiming benefits under the Plan shall be conclusively presumed to be mentally competent until the date on which the Administrator receives a written notice, in a form and manner acceptable to the Administrator, that such person legally vested with the care of such person’s person or estate has been appointed; provided, however, that if the Administrator shall find that any person to whom a benefit is payable under the Plan is unable to care for such person’s affairs because of incompetency any payment due (unless a prior claim therefor shall have been made by a duly appointed legal representative) may be paid as provided in the Retirement Income Plan, to the extent permitted by Code Section 409A. Any such payment so made shall be a complete discharge of liability therefor under the Plan.

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9.5.Binding on Employer, Participants and Their Successors

This Plan shall be binding upon and inure to the benefit of the Participating Employers, their successors and assigns and the Participants, their heirs, executors, administrators and legal representatives. The provisions of this Plan shall be applicable with respect to each Participating Employer separately, and amounts payable hereunder shall be paid by the Participating Employer of the particular Participant. In the event any Participant becomes entitled to a benefit under the Retirement Income Plan based on service with more than one Participating Employer, the benefit obligations under this Plan shall be apportioned among such Participating Employers as determined by the Administrator.

9.6.Tax Liability

A Participating Employer may withhold from any payment of benefits hereunder any taxes that the Participating Employer reasonably determines is required to be withheld and to cover any taxes for which the Participating Employer may be liable and which may be assessed with regard to such payment.

9.7.Severability

In the event any provision of this Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of this Plan, but this Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted, and the Company shall have the privilege and opportunity to correct and remedy such questions of illegality or invalidity by amendment as provided in this Plan.

9.8.Applicable Law

This Plan shall be governed and construed in accordance with the laws of the State of Illinois.

9.9.Restriction on Venue and Limitations on Actions

Any Participant or Eligible Surviving Spouse can bring an action in connection with the Plan only after exhausting the claims procedures contained in the Retirement Income Plan and only in Federal District Court in Chicago, Illinois. The Participant or Eligible Surviving Spouse must bring the cause of action within two years from the date of the Administrator’s final determination which is being challenged.

* * * * * * * * * *

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IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly appointed officer this 21^st day of December, 2012, to be effective as of December 31, 2012.

NALCO COMPANY

/s/ Daniel J. Schmechel

Daniel J. Schmechel

Chief Financial Officer

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Exhibit (10.4)

NALCO COMPANY

SUPPLEMENTAL PROFIT SHARING PLAN

(Amended and Restated Effective as of December 31, 2012)

TABLE OF CONTENTS

ARTICLE I INTRODUCTION‌1

1.1Adoption and Effective Date‌1

1.2Purpose‌1

ARTICLE II DEFINITIONS AND CONSTRUCTION‌1

2.1Definitions‌1

2.2Gender and Number; Headings‌3

2.3Compliance with Code Section 409A‌3

ARTICLE III PARTICIPATION‌4

3.1Participation‌4

ARTICLE IV MAINTENANCE OF ACCOUNTS‌4

4.1Accounts‌4

4.2Profit Sharing Credits‌4

4.3Earnings Credits‌5

4.4Vesting‌5

4.5Participant Statements‌5

ARTICLE V DISTRIBUTION OF ACCOUNTS‌5

5.1Form of Distributions‌5

5.2Timing of Distributions‌6

5.3Offset for Amounts Received Under Other Arrangements‌6

ARTICLE VI ADMINISTRATION‌6

6.1Administration‌6

6.2Claims Procedure‌6

6.3Finality of Determination‌7

6.4Expenses‌7

6.5Indemnification and Exculpation‌7

ARTICLE VII FUNDING OF THE PLAN‌7

7.1Funding‌7

ARTICLE VIII MERGER, AMENDMENT, AND TERMINATION‌8

8.1Merger, Consolidation, or Acquisition‌8

8.2Amendment and Termination‌8

ARTICLE IX ADOPTION BY AFFILIATED COMPANIES‌8

9.1Adoption Procedure‌8

9.2Withdrawal of Participating Employer‌9

ARTICLE X GENERAL PROVISIONS‌9

10.1Nonalienation‌9

10.2Effect on Other Benefit Plans‌9

10.3Employer-Employee Relationship‌9

10.4Facility of Payment‌10

10.5Binding on Employer, Participants and Their Successors‌10

10.6Tax Liability‌10

10.7Severability‌10

10.8Applicable Law‌11

10.9Restriction on Venue and Limitations on Actions‌11

NALCO COMPANY

SUPPLEMENTAL PROFIT SHARING PLAN

ARTICLE I

INTRODUCTION

1.1Adoption and Effective Date

Nalco Company (the “Company”) established the Nalco Company Supplemental Profit Sharing Plan (the “Plan”), effective May 1, 2005, in order to provide supplemental retirement benefits to certain employees of the Company whose benefits under the tax-qualified Nalco Company Profit Sharing and Savings Plan (the “Qualified Plan”) are limited by the application of Sections 401(a)(17) and 415(c) of the Internal Revenue Code of 1986, as amended (the “Code”). The Plan is intended to comply with the requirements of Code Section 409A and it shall be construed and administered in a manner that is consistent with and gives effect to such interventions. The Plan was amended and restated effective as of December 31, 2012 to delete references to EBPAC, to change the definition of the Plan’s administrator, to provide 100% vesting for all Participants who have not terminated employment prior to December 31, 2012, to provide that no Profit Sharing Credits will be allocated with respect to Plan Years beginning after December 31, 2012, and to make other miscellaneous clarifying changes.

1.2Purpose

The purpose of the Plan is to provide Eligible Employees with supplemental retirement benefits that are primarily designed to provide benefits that would be payable to such individuals under the Qualified Plan if benefits under the Qualified Plan were determined without regard to the limitations and restrictions under Code Sections 401(a)(17) and 415(c). That portion of the Plan that provides benefits limited solely by the application of Code Section 415(c) is intended as a separate unfunded plan that meets the requirements of an “excess benefit plan” as described in Section 3(36) of ERISA. The remaining portion of the benefits provided by this Plan is intended as a separate unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Section 201(2) of ERISA with the intent that it be exempt from the relevant requirements of Title I of ERISA. This Plan is not intended to satisfy the qualification requirements of Code Section 401.

ARTICLE II

DEFINITIONS AND CONSTRUCTION

2.1Definitions

Where the following capitalized words and phrases appear in this Plan, they shall have the meaning set forth below, unless the context clearly requires a different meaning:

(a)“Account” means the accounts maintained by the Company for each Participant that reflects the Participant’s accrued benefit under the Plan.

(b)“Administrator” means the Vice President – Human Resources of Ecolab or his or her delegate.

(c)“Affiliated Company” means (a) any corporation which together with the Company is a member of a “controlled group” of corporations (as defined in Code Section 414(b)); (b) any organization which together with the Company is under “common control” (as defined in Code Section 414(c)); (c) any organization which together with the Company is an “affiliated service group” (as defined in Code Section 414(m)); and (d) any organization required to be aggregated with the Company pursuant to Code Section 414(o).

(d)“Beneficiary” means the individual, individuals, trust or other entity designated to receive the Participant’s benefits upon the death of the Participant pursuant to the terms of the Qualified Plan.

(e)“Bonus” means Eligible Earnings that are payable under a Participating Employer’s regular incentive plan and that are earned or intended to be earned over a service period of at least one calendar or fiscal year.

(f)“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.

(g)“Company” means Nalco Company.

(h)“Disabled” means a Participant who (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less man three (3) months under an accident and health plan covering employees of a Participating Employer.

(i)“Effective Date” means, with respect to this Plan restatement, December 31, 2012, and with respect to the Plan’s original effective date, May 1, 2005.

(j)“Eligible Employee” means an employee of a Participating Employer who is eligible to participate in the Qualified Plan at any relevant date.

(k)“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations issued thereunder.

(l)“Participant” means an Eligible Employee who becomes a participant in the Plan as provided in Section 3.1.

(m)“Participating Employer” means the Company and each Affiliated Company that has elected to become a Participating Employer under this Plan as provided in Article IX.

(n)“Plan” means the “Nalco Company Supplemental Profit Sharing Plan” as set forth, herein and as the same may be amended from time to time.

(o)“Plan Year” means the calendar year.

(p)“Profit Sharing Credit” means the amounts credited to a Participant’s Account pursuant to Section 4.2.

(q)“Qualified Plan” means the Nalco Company Profit Sharing and Savings Plan, as amended and restated effective January 1, 2013, and as the same may be amended and restated thereafter.

(r)“Retirement Date” means the date on which a Participant qualifies for early or normal retirement benefits under the Nalco Company Retirement Income Plan.

(s)“Termination of Employment” means a Participant’s separation from service (within the meaning of Code Section 409A) with the Company and each Affiliated Company for any reason.

2.2Gender and Number; Headings

2.3Compliance with Code Section 409A

It is intended that the Plan comply with the provisions of Code Section 409A to prevent the inclusion in gross income of any amount credited to a Participant’s Account in a taxable year that is prior to the taxable year or years in which such amounts would otherwise be actually distributed or made available to the Participant. It is intended that the Plan be administered in a manner that will comply with Code Section 409A. All Plan provisions will be interpreted in a manner consistent with Code Section 409A.

ARTICLE III

PARTICIPATION

3.1Participation

Each Eligible Employee shall become a Participant in the Plan as of the first date on which contributions made on his behalf to the Qualified Plan are limited by reason of the application of Code Section 401(a)(17) or 415(c), or the successors to such Sections. Notwithstanding any other provision of this Plan to the contrary, if the Company, in its sole discretion, determines that participation by any Participant shall cause this Plan to be subject to Part 2,3 or 4 of Subtitle B of Title I of ERISA, the Company shall have the right, in its sole discretion, (i) to prevent the Participant from accruing any additional benefits under the Plan, and (ii) to the extent permitted by Code Section 409A, to distribute the Participant’s entire Account balance.

ARTICLE IV

MAINTENANCE OF ACCOUNTS

4.1Accounts

The Administrator shall establish an Account, and appropriate sub-accounts, for each Participant who is entitled to receive a Profit Sharing Credit pursuant to Section 4.2 and Earnings Credits pursuant to Section 4.3. The Administrator shall credit each Participant’s Account with an opening balance equal to such amounts, if any, as the Company shall have accrued on its books and records for such Participant as a supplemental profit sharing allocation (including earnings) for calendar years 2003 and 2004. Such Account shall be adjusted to reflect credits pursuant to this Article IV and distributions and forfeitures pursuant to Article V. The Administrator may, from time to time, assess reasonable service charges against Participants’ Accounts to defray costs associated with the implementation and administration of the Plan. Distributions shall be charged against Accounts on the dates on which the distributions are made and forfeitures shall be charged against Accounts on the dates on which the Participants incur a Termination of Employment.

4.2Profit Sharing Credits

As of the last day of each Plan Year, the Company shall credit each Participant’s Account with a Profit Sharing Credit equal to:

(i)The amount of profit sharing contributions that would have been allocated to the Participant’s account under the Qualified Plan for such Plan Year if such contributions were calculated without regard to the limitations imposed by Code Sections 401(a)(17) and 415(c); minus

(ii)The amount of profit sharing contributions actually allocated to the Participant’s account under the Qualified Plan for such Plan Year.

No further Profit Sharing Credits will be credited for Plan Years beginning after December 31, 2012.

4.3Earnings Credits

The Administrator shall determine a rate of return to be applied to each Participant’s Account. The rate established by the Administrator shall be based on such factors as the Administrator deems appropriate and shall be established prior to the beginning of the crediting period to which the rate applies. Such rate of return shall be credited to Participants’ Accounts as of the last day of each Plan Year or as of such other date or dates as the Administrator shall determine.

4.4Vesting

(a)Upon Retirement, Death or Disability.

Participant shall become 100 percent vested in his Account if (i) he incurs a Termination of Employment as a result of termination of employment on or after his Retirement Date or on account of his death, or (ii) he becomes Disabled.

(b)Upon other Termination of Employment.

Except as otherwise provided in Paragraph (a), a Participant’s vested percentage in his Account related to his Profit Sharing Credits shall be equal to his vested percentage in his Profit Sharing Account under the Qualified Plan. Notwithstanding the preceding, for a Participant who has not experienced a Termination of Employment prior to December 31, 2012, such Participant will be fully vested in his or her Account related to his or her Profit Sharing Credits. The portion of a Participant’s Account that is not fully vested pursuant to this Section 4.4 shall be forfeited on the date of the Participant’s Termination of Employment.

4.5 Participant Statements

A written statement indicating the total amount credited to a Participant’s Account as of the last day of the Plan Year shall be furnished to the Participant as soon as practicable after the end of each Plan Year.

ARTICLE V
DISTRIBUTION OF ACCOUNTS

5.1Form of Distributions

A Participant’s Account shall be distributed to the Participant, or to his Beneficiary in the event of his death, in the form of a single lump-sum cash payment.

5.2Timing of Distributions

A Participant’s Account shall be distributed during the ninety (90)-day period following the earliest of: (i) the date that is six (6) months after the date of a Participant’s Termination of Employment for reasons other than death, (ii) the date of the Participant’s death, or (iii) the date a Participant becomes Disabled; provided, however, that if such ninety (90)-day period occurs in more than one calendar year, the Participant does not have the right to designate the calendar year of payment. In addition, a Participant will receive a lump sum distribution of their Account balance at the time of a change of control as provided under the Management Benefit Protection Trust of Nalco Chemical Company and consistent with Code section 409A.

5.3Offset for Amounts Received Under Other Arrangements

Any benefits which a Participant or the Participant’s Beneficiary is entitled to receive under this Plan shall be offset by the benefit, if any, that such recipient is entitled to receive under any other plan, agreement or arrangement with a Participating Employer that is intended to provide such recipients with benefits that cannot be provided under the Qualified Plan because of the limitations set forth in Code Sections 401(a)(17) and 415(c) if, and only if, such other benefits have the same time and form of distribution as the payment under this Plan and only to the extent permitted under Code section 409A.

ARTICLE VI
ADMINISTRATION

6.1Administration

This Plan shall be administered by the Administrator, who shall be the “administrator” of the Plan (within the meaning of Section 3(16)(A) of ERISA). The Administrator may assign some of its duties hereunder to officers or other management employees of the Company. The Administrator shall administer this Plan in a manner consistent with the administration of the Qualified Plan, except that this Plan shall be administered as an unfunded plan which is not intended to meet the qualification requirements of Code Section 401, but is intended to meet the requirements of Code Section 409A. The Administrator shall have the same rights and authority granted to the Administrator and any named fiduciary under the Qualified Plan, which shall include the full power, discretion and authority to interpret, construe and administer this Plan. The Administrator shall establish and maintain such accounts or records as the Administrator may from time to time consider necessary.

6.2Claims Procedure

To the extent an expected benefit under this Plan is subject to ERISA, a Participant or Beneficiary who is denied all or a portion of such benefit for any reason may file a claim with the Administrator. Claims for benefits under this Plan shall be administered in accordance with the claims procedures contained in the Qualified Plan.

6.3Finality of Determination

The determination of the Administrator as to any disputed questions arising under this Plan, including questions of construction and interpretation, shall be final, binding, and conclusive upon all persons.

6.4Expenses

The expenses of administering this Plan shall be borne by the Participating Employers in the proportions determined by the Administrator.

6.5Indemnification and Exculpation

The Administrator and its agents, and the officers, directors, employees and agents of the Company or any other Participating Employer, shall be indemnified and held harmless by the Participating Employers against and from any and all loss, cost, liability, or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit, or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by them in settlement (with the Company’s written approval) or paid by them in satisfaction of a judgment in any such action, suit, or proceeding. The foregoing provision shall not be applicable to any person if the loss, cost, liability, or expense is due to such person’s gross negligence or willful misconduct.

ARTICLE VII

FUNDING OF THE PLAN

7.1Funding

Nothing contained herein shall require or be deemed to require the Company to segregate, earmark or otherwise set aside any funds or other assets to provide for any payments made hereunder. Benefits hereunder shall be paid from assets which shall continue, for all purposes, to be part of the general, unrestricted assets of the Company and its Affiliated Companies. The obligations of the Company hereunder shall be an unfunded and unsecured promise to pay money in the future. However, the Company may establish one or more trusts to assist in meeting its obligations under the Plan, the assets of which shall be subject to the claims of the Company’s general creditors. No current or former Participant, Beneficiary or other person, individually or as an employee of a group, shall have any right, title or interest in any account, fund, grantor trust, or any asset that may be acquired by the Company in respect of its obligations under the Plan (other than as a general creditor of the Company with an unsecured claim against its general assets).

ARTICLE VIII

MERGER, AMENDMENT, AND TERMINATION

8.1Merger, Consolidation, or Acquisition

In the event of a merger, consolidation, or acquisition where a Participating Employer is not the surviving organization, unless the successor or acquiring organization shall elect to continue and carry on the Plan, this Plan shall terminate with respect to such Participating Employer, all benefits accrued to date shall become fully vested and no additional benefits shall accrue for the Participants of such organization. To the extent permitted by Code Section 409A, unpaid benefits shall be paid upon the termination of the Plan with respect to such Participants.

8.2Amendment and Termination

The Company by action of its Board of Directors may amend or terminate the Plan at any time and in any manner, provided that no such amendment or termination may reduce the balance in any Participant’s Account. Such actions by the Company shall be binding upon all other Participating Employers. In the event of a termination of the Plan pursuant to this Section 8.2, the Company may, in its discretion, direct early payment of all benefits; provided, however, that (i) no payments, other than payments that would have been payable under the terms of the Plan if termination of the Plan had not occurred, may be made within twelve (12) months of the Plan’s termination date, (ii) all payments must be made within twenty-four (24) months of the Plan’s termination date, (iii) the Company may not adopt a new plan of the type required to be aggregated with the Plan pursuant to Treasury Regulation Section 1.409A-1(c) within three (3) years of the date the Plan was terminated, and (iv) no other actions are taken by the Company or the Administrator that would cause the payment of benefits to be treated as an impermissible acceleration of benefits under Code Section 409A.

ARTICLE IX

ADOPTION BY AFFILIATED COMPANIES

9.1Adoption Procedure

With the consent of the Company, any other organization which satisfies the definition of Affiliated Company under the Qualified Plan and this Plan and which is eligible by law to do so, may adopt this Plan for the benefit of its Eligible Employees who are or who become participants under the Qualified Plan, on express condition that the Company assumes no liability as a result of any such adoption of this Plan by any other organization. Such other organization may adopt this Plan by:

(a)executing an adoption instrument adopting the Plan, and agreeing to be bound as a Participating Employer by all the terms, provisions, conditions, and limitations of the Plan; and

(b)submitting all information required by the Company with reference to employees in its employment eligible for participation in the Plan.

The adoption instrument shall specify the effective date of such adoption of the Plan and shall become, as to such, organization and persons in its employment, a part of this Plan. Any such adoption instrument may be in any form as recognized by the Company, including resolutions as may be adopted by the governing body of such Participating Employer. The Participating Employers under the Plan may be listed in an Appendix attached to the end of the Plan document.

9.2Withdrawal of Participating Employer

Any Participating Employer may withdraw from the Plan by giving 30 days’ notice in writing of its intention to withdraw to the Company, unless a shorter notice shall be agreed to by the Company.

ARTICLE X

GENERAL PROVISIONS

10.1Nonalienation

No benefit payable at any time under the Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge, attachment, garnishment, or encumbrance of any kind (including pursuant to a qualified domestic relations order), and shall not be subject to or reached by any legal or equitable process (including execution, garnishment, attachment, pledge, or bankruptcy) in satisfaction of any debt, liability, or obligation, prior to receipt. Any attempt to alienate, sell, transfer, assign, pledge, or otherwise encumber any such benefit, whether presently or thereafter payable, shall be void. Notwithstanding the foregoing provisions of this Section 10.1, if a Participant is indebted to the Company or other Participating Employer, the Administrator may reduce any amount that would otherwise be payable by up to $5,000, but only if, and to the extent, permitted under Code section 409A.

10.2Effect on Other Benefit Plans

Amounts credited or paid under this Plan shall not be considered to be compensation for the purposes of the Qualified Plan or any other retirement plans maintained by a Participating Employer. The treatment of such amounts under other employee benefit plans shall be determined pursuant to the provisions of such plans.

10.3Employer-Employee Relationship

The establishment and operation of this Plan shall not be construed as conferring any legal or other rights upon any employee or any person for a continuation of employment, nor shall it interfere with the rights of a Participating Employer to discharge any employee or otherwise act with relation to the employee. A Participating Employer may take any action (including discharge)

with respect to any employee or other person and may treat such person without regard to the effect which such action or treatment might have upon such person as a Participant under this Plan.

10.4Facility of Payment

Every person receiving or claiming benefits under the Plan shall be conclusively presumed to be mentally competent until the date on which the Administrator receives a written notice, in a form and manner acceptable to the Administrator, that such person legally vested with the care of such person’s person or estate has been appointed; provided, however, that if the Administrator shall find that any person to whom a benefit is payable under the Plan is unable to care for such person’s affairs because of incompetency, any payment due (unless a prior claim therefor shall have been made by a duly appointed legal representative) may be paid as provided in the Qualified Plan, to the extent permitted by Code Section 409A. Any such payment so made shall be a complete discharge of liability therefor under the Plan.

10.5Binding on Employer, Participants and Their Successors

This Plan shall be binding upon and inure to the benefit of the Participating Employers, their successors and assigns and the Participants and Beneficiaries, and their heirs, executors, administrators and legal representatives. The provisions of this Plan shall be applicable with respect to each Participating Employer separately, and amounts payable hereunder shall be paid by the Participating Employer of the particular Participant. In the event any Participant becomes entitled to a benefit under the Qualified Plan based on service with more than one Participating Employer, the benefit obligations under this Plan shall be apportioned among such Participating Employers as determined by the Administrator.

10.6Tax Liability

A Participating Employer may withhold from a Participant’s salary and/or bonus, or from the Participant’s Account, in a manner determined by the Participating Employer, the Participant’s share of FICA and other employment taxes due with respect to his Account prior to distribution. A Participating Employer may withhold from any distribution of benefits hereunder any federal, state and local income, employment and other taxes that the Participating Employer reasonably determines are required to be withheld by the Participating Employer in connection with such distribution, in amounts and in a manner to be determined in the sole discretion of the Participating Employer.

10.7Severability

10.8Applicable Law

This Plan shall be governed and construed in accordance with the laws of the State of Illinois.

10.9Restriction on Venue and Limitations on Actions

Any Participant or Beneficiary can bring an action in connection with the Plan only after exhausting the claims procedures contained in the Retirement Income Plan and only in Federal District Court in Chicago, Illinois. The Participant or Beneficiary must bring the cause of action within two years from the date of the Administrator's final determination which is being challenged.

**********

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officer this 21^st day of December, 2012, to be effective as of December 31, 2012.

/s/

NALCO COMPANY

/s/ Daniel J. Schmechel

Daniel J. Schmechel

Chief Financial Officer

Exhibit (10.5)

DEATH BENEFIT AGREEMENT

Laurie M. Marsh

THIS AGREEMENT, effective December 17, 2009 between Nalco Company (hereinafter “Nalco”), a corporation organized and existing under the laws of Delaware, and Laurie M. Marsh (hereinafter “Executive”).

WHEREAS, the Executive is employed by Nalco as a corporate officer; and

WHEREAS, in consideration of Executive’s future services to Nalco, Nalco will agree to pay to the Executive or the Executive's designees certain benefits in accordance with the provisions and conditions hereinafter set forth; and

NOW, THEREFORE, for value received and in consideration of the mutual covenants contained herein, the parties covenant and agree as follows:

ARTICLE I

DEATH BENEFIT

If the termination of the Executive's employment is on account of the Executive’s death during employment with Nalco while eligible under this Agreement, Nalco will pay a benefit under this Agreement, in an amount equal to Two Hundred .Percent (200%) of the Executive’s base annual salary as of the date of the Executive's last day of work, to such beneficiary or beneficiaries as the Executive may have designated by filing with Nalco a notice in writing in a form attached hereto as Exhibit A.

If the Executive dies at any time after qualifying retirement (meaning he qualifies for retiree health and welfare benefits i.e. - has ten or more years of service with Nalco after age 45) with this Agreement having been in effect at the time of such qualification. Nalco will pay a benefit under this Agreement in an amount equal to one hundred and fifty percent (150%) of the Executive's base annual salary as of the date of the Executive's last day of work, to such beneficiary or beneficiaries as the executive may have designated by filing with Nalco a notice in writing in a form attached hereto as Exhibit A.

This benefit shall not be payable if the Executive was terminated from his Nalco employment for cause or if he has violated any Nalco agreements (as determined by Nalco in its reasonable discretion).

In the absence of any such designation of beneficiaries, such benefit which is payable will be paid to the Executive’s estate. Such benefit which is payable will be paid by Nalco in a lump sum within thirty (30) days following the date of Executive’s death, or within thirty (30) days following the settlement date with the insurance company if a policy is taken out by Nalco, whichever is later. If the termination of the Executive's employment is on account of any occurrence or circumstances other than the Executive's death or retirement after qualifying for retiree health and welfare benefits, no benefit will be payable under this Agreement.

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ARTICLE II

MISCELLANEOUS PROVISIONS

2.1 Satisfaction of Claim

The Executive agrees that the Executive’s rights and interests under this Agreement, and rights and interests under this Agreement of any persons taking under or through the Executive, will be completely satisfied upon compliance by Nalco with the provisions of this Agreement.

2.2 Amendments/Entire Agreement

This Agreement may be altered, amended or revoked only by a written instrument signed by Nalco end the Executive. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof.

2.3 Governing Law

This Agreement will be governed by the laws of the State of Illinois.

2.4 Non-Assignable Rights

It is agreed that neither the Executive nor the Executive’s spouse, nor other beneficiary, will have any right to commute, sell, assign, transfer or otherwise convey the right to receive any payments hereunder without having the written consent of Nalco to do so. Such payments and the right thereto are expressly declared to be non-assignable and non-transferable.

2.5 No Contract of Employment Created

This Agreement will not be deemed to constitute a contract of employment between the parties hereto, nor will any provision hereof restrict the right of Nalco to discharge the Executive, or restrict the right of the Executive to terminate the Executive's employment.

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2.6 Non-Secured Promise

2.6.1 The rights of the Executive under this Agreement and of any beneficiary of the Executive will be solely those of an unsecured creditor of the Corporation. Any insurance policy or any other asset acquired or held by Nalco in connection with the liabilities assumed by it hereunder, will not be deemed to be held under any trust for the benefit of the Executive or the Executive's beneficiaries or to be security for the performance of the obligations of Nalco, but will be, and remain, a general, unpledged, unrestricted asset of Nalco.

2.6.2 The benefits under this Agreement will be paid by Nalco from its general assets. To cover all or part of its potential liabilities under the plan, Nalco may, but need not, purchase life insurance policies on the life of the Executive, but the Executive will not have any preferred claim against the policies or any beneficial ownership in the policies under this Agreement. Nalco makes no representation that it will use any life insurance policies acquired by it and insuring the life of the Executive only to provide benefits under this Agreement or that any such policies will, in any way, represent security for the payment of the benefits provided for in this Agreement. An Executive’s right to a benefit under this Agreement will not, except as may be provided for in paragraph 2.7, be limited or governed in any way by the amount of insurance proceeds received by Nalco. Executive shall take any action reasonably requested by Nalco in implementing this benefit, including, without limitation, a physical examination or other procedures necessary to secure an insurance policy.

2.7 Limitations on Benefits

2.7.1 If Nalco does deem it appropriate to insure all or any part of its obligation, in accordance with Section 2.6.2 Nalco will so notify the Executive. The Executive agrees to take whatever actions may be necessary to enable Nalco to timely apply for and acquire such insurance and to fulfill the requirements of the insurance company relative to the insurance thereof.

2.7.2 If the Executive is required by this Agreement to submit information to the insurance company and if the Executive has made a material misrepresentation in an application for any insurance that is used to insure its obligations under this Agreement, and if as a result of that material misrepresentation the insurance company is not required to pay all or any part of the benefit provided under that insurance, the Executive's right to a benefit under this Agreement will be reduced by the amount of the benefit that is not paid by the insurance company because of such material misrepresentation.

2.7.3 No benefit will be payable under this Agreement if the Executive dies by suicide within two years after the effective date of this Agreement. No increase in the amount of any benefit provided in this Agreement will be payable under this Agreement if the Executive dies by suicide within two years after the effective date of such increase.

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2.8 Administrator

Nalco’s Employee Benefit Plan Administration Committee (EBPAC) will be the Administrator under this Agreement. EBPAC may authorize or designate a person or group of persons to fulfill the responsibilities of EBPAC as Administrator. The Administrator (or designee(s)) may employ others to render advice with regard to its responsibilities under this Agreement.

2.9 Claims Procedure

2.9.1 Filing Claims. Any insured, beneficiary or other individual (hereinafter “Claimant”) entitled to benefits under the Agreement will :file a claim request with the Administrator. The Administrator will, upon written request of a Claimant, make available copies of any claim forms or instructions or advise the Claimant where such forms or instructions may be obtained. The Administrator shall notify Claimant in writing of its decision within thirty (30) days of its receipt of Claimant’s claim request. If the Administrator fails to notify Claimant of its decision with such thirty (30) day period, the claim shall be deemed denied upon the expiration of the thirty (30) day period.

2.9.2 Review Procedure. Within thirty (30) days after receipt of a denial of a claim (or within thirty (30) days after date of deemed denial) a Claimant may file a written request for review with the Administrator. The Administrator will then make available copies of any pertinent forms or instructions or advise Claimant where such forms or instructions may be obtained.

EBPAC (or its designee(s)) will have the sole responsibility for the review of any denied claim and will take all steps appropriate in the light of its findings. EBPAC shall notify Claimant, in writing, of its decision on appeal within thirty (30) days following receipt of Claimant's written request for review of the denied claim.

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, Nalco by its duly authorized officer, on the day and year first written above.

Executive

/s/ Laurie M. Marsh

Laurie M. Marsh

Nalco Company

/s/ [Authorized Signor]

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Exhibit (15.1)

May 4, 2023

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We are aware that our report dated May 4, 2023 on our review of interim financial statements of Ecolab Inc., which appears in this Quarterly Report on Form 10-Q, is incorporated by reference in the Registration Statements on Form S-8 (Registration Nos. 2-90702; 33-18202; 33-55986; 33-56101; 333-95043; 333-109890; 33-34000; 33-56151; 333-18627; 333-109891; 33-56125; 333-70835; 33-60266; 333-95041; 333-40239; 333-95037; 333-50969; 333-58360; 333-97927; 333-115567; 333-129427; 333-129428; 333-140988; 333-115568; 333-132139; 333-147148; 333-163837; 333-163838; 333-165130; 333-165132; 333-166646; 333-174028; 333-178300; 333-178302; 333-190317; 333-199730; 333-199732; 333-226534; and 333-250090) and Form S-3 (Registration No. 333-249740) of Ecolab Inc.


Very truly yours,


/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Minneapolis, Minnesota

Exhibit (31.1)

CERTIFICATION

I, Christophe Beck, certify that:

I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2023 of Ecolab Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 4, 2023


/s/ Christophe Beck
Christophe Beck
Chief Executive Officer

Exhibit (31.2)

CERTIFICATION

I, Scott D. Kirkland, certify that:

I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2023 of Ecolab Inc.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 4, 2023


/s/ Scott D. Kirkland
Scott D. Kirkland
Chief Financial Officer

Exhibit (32.1)

Section 1350 Certifications

Pursuant to 18 U.S.C. Section 1350, each of the undersigned officers of Ecolab Inc. does hereby certify that:

(a)	the Quarterly Report on Form 10-Q of Ecolab Inc. for the quarter ended March 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b)	information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Ecolab Inc.


Dated: May 4, 2023			/s/ Christophe Beck
			Christophe Beck
			Chief Executive Officer


Dated: May 4, 2023
			/s/ Scott D. Kirkland
			Scott D. Kirkland
			Chief Financial Officer