EX-10.1 2 awi-ex101_71.htm EX-10.1 awi-ex101_71.htm

Exhibit 10.1

 

SECOND AMENDMENT TO CREDIT AGREEMENT, AMENDMENT TO SECURITY
AGREEMENT, AMENDMENT TO DOMESTIC PLEDGE AGREEMENT AND
AMENDMENT TO CANADIAN PLEDGE AGREEMENT

dated as of September 30, 2019

among

ARMSTRONG WORLD INDUSTRIES, INC.,

as Borrower,

THE GUARANTORS (INCLUDING THE NEW LOAN PARTY) PARTY HERETO,

BANK OF AMERICA, N.A.,

as Administrative Agent and Collateral Agent,

JPMORGAN CHASE BANK, N.A.,

CITIZENS BANK, N.A.,

FIFTH THIRD BANK

and

PNC BANK, NATIONAL ASSOCIATION,

as Co-Syndication Agents,

BRANCH BANKING AND TRUST COMPANY,

TD BANK, N.A.,

MANUFACTURERS AND TRADERS TRUST COMPANY,

THE BANK OF NOVA SCOTIA,

CAPITAL ONE, NATIONAL ASSOCIATION,

KEYBANK NATIONAL ASSOCIATION,

U.S. BANK NATIONAL ASSOCIATION

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agents

and

THE OTHER LENDERS PARTY HERETO

Arranged By:

BOFA SECURITIES, INC.,

JPMORGAN CHASE BANK, N.A.,

CITIZENS BANK, N.A.,

FIFTH THIRD BANK

and

PNC CAPITAL MARKETS, LLC,

as Joint Lead Arrangers and Joint Bookrunners

 

 

 


 

SECOND AMENDMENT TO CREDIT AGREEMENT, AMENDMENT TO SECURITY

AGREEMENT, AMENDMENT TO DOMESTIC PLEDGE AGREEMENT AND

AMENDMENT TO CANADIAN PLEDGE AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT, AMENDMENT TO SECURITY AGREEMENT, AMENDMENT TO DOMESTIC PLEDGE AGREEMENT AND AMENDMENT TO CANADIAN PLEDGE AGREEMENT (this “Amendment”) dated as of September 30, 2019 (the “Second Amendment Effective Date”) is entered into among ARMSTRONG WORLD INDUSTRIES, INC., a Pennsylvania corporation (the “Borrower”), the Guarantors (including the New Loan Party (as defined below) party hereto) party hereto, the  Lenders party hereto, and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent.  Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Existing Credit Agreement (as defined below) or the Amended Credit Agreement (as defined below), as applicable.

W I T N E S S E T H

WHEREAS, credit facilities have been established pursuant to the terms of that certain Amended and Restated Credit Agreement dated as of April 1, 2016 (as amended and modified prior to the Second Amendment Effective Date, the “Existing Credit Agreement”; the Existing Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”) by and among the Borrower, the Guarantors party thereto, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Collateral Agent, an L/C Issuer and Swing Line Lender, and the other L/C Issuers party thereto;

WHEREAS, the Loan Parties have entered into that certain Amended and Restated Security Agreement dated as of April 1, 2016 (as amended and modified, the “Security Agreement”) by and among the Loan Parties party thereto and Bank of America, N.A., as Collateral Agent;

WHEREAS, the Loan Parties have entered into that certain Amended and Restated Pledge Agreement dated as of April 1, 2016 (as amended and modified, the “Domestic Pledge Agreement”) by and among the Loan Parties party thereto and Bank of America, N.A., as Collateral Agent;

WHEREAS, the Loan Parties have entered into that certain Amended and Restated Canadian Pledge Agreement dated as of April 1, 2016 (as amended and modified, the “Canadian Pledge Agreement”) by and between the Borrower and Bank of America, N.A., as Collateral Agent;

WHEREAS, the Borrower has requested certain amendments to the Existing Credit Agreement, the Security Agreement, the Domestic Pledge Agreement and the Canadian Pledge Agreement; and

WHEREAS, the parties hereto agree to amend the Existing Credit Agreement, the Security Agreement, the Domestic Pledge Agreement and the Canadian Pledge Agreement as set forth below.

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.Amendments.

1.1.Amendments to the Existing Credit Agreement.  The Existing Credit Agreement is 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 Existing

 


 

Credit Agreement attached as Annex A hereto.  Schedules 1.01, 2.01, 6.10, 6.13, 6.17, 6.20(a)(i), 6.20(a)(ii), 6.20(b), 6.21, 8.01, 8.02, 8.03, 8.05, 8.09 and 11.02 to the Existing Credit Agreement are amended to read as set forth in Schedules 1.01, 2.01, 6.10, 6.13, 6.17, 6.20(a)(i), 6.20(a)(ii), 6.20(b), 6.21, 8.01, 8.02, 8.03, 8.05, 8.09 and 11.02 attached hereto.  Exhibits A-1, A-2 and D to the Existing Credit Agreement are amended to read as set forth in Exhibits A-1, A-2 and D attached hereto. New Exhibits I, J, and K are hereby added to the Amended Credit Agreement in the forms attached hereto as Exhibits I, J and K attached hereto.

1.2.Amendment to the Security Agreement. A new Section 29 is added to the Security Agreement to read as follows:

29.Acknowledgement Regarding Any Supported QFCs.  The terms of Section 11.21 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

1.3.Amendment to the Domestic Pledge Agreement.  A new Section 30 is added to the Domestic Pledge Agreement to read as follows:

30.Acknowledgement Regarding Any Supported QFCs.  The terms of Section 11.21 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

1.4.Amendment to the Canadian Pledge Agreement.  A new Section 26 is added to the Canadian Pledge Agreement to read as follows:

26.Acknowledgement Regarding Any Supported QFCs.  The terms of Section 11.21 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

Section 2.Effect of this Amendment.  The parties hereto agree that, on and as of the Second Amendment Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) all Obligations outstanding on and as of the Second Amendment Effective Date shall in all respects be continuing and shall be deemed to be Obligations pursuant to the Amended Credit Agreement; (b) the Guaranty provided pursuant to the Existing Credit Agreement shall remain in full force and effect with respect to the Obligations and is hereby reaffirmed; (c) all Letters of Credit outstanding under the Existing Credit Agreement on and as of the Second Amendment Effective Date shall be deemed to be Letters of Credit outstanding on and as of the Second Amendment Effective Date under the Amended Credit Agreement; (d) the Liens granted in favor of the Administrative Agent and/or the Collateral Agent under the Collateral Documents shall remain in full force and effect with respect to the Obligations; and (e) the Loans made by, and Commitments provided by, the Lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Second Amendment Effective Date, the Commitments of the Lenders shall be as set forth on Schedule 2.01 attached hereto.  Except as expressly modified and amended in this Amendment, all of the terms, provisions and conditions of the Loan Documents shall remain unchanged and in full force and effect.  The Loan Documents and any and all other documents heretofore, now or hereafter executed and delivered pursuant to the terms of the Existing Credit Agreement are hereby amended so that any reference to the Existing Credit Agreement shall mean a reference to the Amended Credit Agreement.  The Amended Credit Agreement is not a novation of the Existing Credit Agreement.

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Section 3.Conditions Precedent.  The effectiveness of this Amendment and the obligation of each Lender and each L/C Issuer to make its initial Credit Extension under the Amended Credit Agreement is subject to satisfaction of the following conditions precedent:

3.1.Receipt by the Administrative Agent of executed counterparts of (a) this Amendment, properly executed by a Responsible Officer of the signing Loan Party (including the New Loan Party), each of the Lenders, and the Administrative Agent and the Collateral Agent, and (b) any Note requested by any Lender, properly executed by a Responsible Officer of the Borrower.

3.2.Receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties (including the New Loan Party, but excluding Armstrong Realty (as defined below)), addressed to the Administrative Agent and each Lender and dated as of the Second Amendment Effective Date, and in form and substance satisfactory to the Administrative Agent.

3.3.Receipt by the Administrative Agent of the following, in form and substance satisfactory to the Administrative Agent and its legal counsel: (a) copies of the Organization Documents of each Loan Party (including the New Loan Party, but excluding Armstrong Realty) certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the Second Amendment Effective Date (or, as to any such Organization Documents that have not been amended, modified or terminated since the Closing Date (or, in the case of Tectum, Inc., since February 28, 2017), certifying that such Organization Documents have not been amended, modified or terminated since the Closing Date (or, in the case of Tectum, Inc., since February 28, 2017) and remain in full force and effect, and true and complete, in the form delivered to the Administrative Agent on the Closing Date (or, in the case of Tectum, Inc., on February 28, 2017); (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party (including the New Loan Party, but excluding Armstrong Realty) as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment, the other Loan Documents and the transactions contemplated hereby and thereby; and (c) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party (including the New Loan Party, but excluding Armstrong Realty) is duly organized or formed, and is validly existing, and in good standing in its state of organization or formation.

3.4.Receipt by the Administrative Agent of the following, for each Loan Party (including the New Loan Party, but excluding Armstrong Realty): (a) completion of searches for Uniform Commercial Code filings in the jurisdiction of organization or formation; (b) the confirmation or filing of financing statements under the Uniform Commercial Code in appropriate jurisdictions to perfect security interests in the personal property collateral and of notices and filings with the United States Copyright Office and the United States Patent and Trademark Office to perfect security interests in material intellectual property; and (c) receipt by the Collateral Agent of the original certificates evidencing certificated Capital Stock (including those evidencing Material First-Tier Foreign Subsidiaries) pledged pursuant to the Collateral Documents, together with undated stock powers executed in blank.

3.5.Receipt by the Administrative Agent of certificates of insurance of the Loan Parties (including the New Loan Party, but excluding Armstrong Realty) evidencing general liability and property insurance meeting the requirements set forth in the Loan Documents,

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including, but not limited to, naming the Collateral Agent as additional insured (in the case of general liability insurance) or lender’s loss payee for claims in excess of $10,000,000 (in the case of property insurance) on behalf of the Lenders.

3.6.Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that, on the Second Amendment Effective Date, immediately before and immediately after giving effect to this Amendment and the transactions contemplated hereby, (a) the conditions set forth in Sections 5.2.4 and 5.2.5 are satisfied, (b) the Borrower and its Subsidiaries, taken as a whole, are Solvent, and (c) Armstrong Realty Group, Inc., a Pennsylvania corporation (“Armstrong Realty”), is not a Material Domestic Subsidiary.

3.7.Upon the reasonable request of any Lender made at least ten (10) days prior to the Second Amendment Effective Date, the Borrower shall have provided to such Lender, and such Lender 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 the Patriot Act, in each case at least five days prior to the Second Amendment Effective Date.  At least five days prior to the Second Amendment Effective Date, any Loan Party (including the New Loan Party, but excluding Armstrong Realty) that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to each Lender, to the extent such Lender so requests, Beneficial Ownership Certification in relation to such Loan Party.

3.8.Receipt by the Administrative Agent of any fees required to be paid on or before the Second Amendment Effective Date to the Arrangers, the Administrative Agent or the Lenders.

For purposes of determining compliance with the conditions specified in this Section 3, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Second Amendment Effective Date specifying its objection thereto.

Section 4.Guarantor Acknowledgment.  Each Guarantor (a) acknowledges and consents to all of the terms and conditions of this Amendment, and the transactions contemplated hereby, (b) affirms all of its obligations under the Loan Documents to which it is a party and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Loan Documents to which it is a party.

Section 5.Loan Party Ratification; Loan Party Representations and Warranties.

5.1.The Loan Documents and the obligations of the Loan Parties thereunder are hereby ratified and confirmed and shall remain in full force and effect according to their terms, as amended hereby.

5.2.Each Loan Party (including the New Loan Party) hereby represents and warrants to the Administrative Agent and the Lenders as follows:

5.2.1.The execution, delivery and performance by such Loan Party of this Amendment has been duly authorized by all necessary corporate or other organizational action, and do not (a) contravene the terms of any of such Loan Party’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation

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of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Loan Party is a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject; or (c) violate any Law; except in each case referred to in clause (b) or (c), to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.2.2.This Amendment has been duly executed and delivered by such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms.

5.2.3.No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, such Loan Party of this Amendment or the Amended Credit Agreement.

5.2.4.After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties of such Loan Party contained in Article VI of the Amended Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, are true and correct in all material respects (or in all respects, if already qualified by materiality) on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or in all respects, if already qualified by materiality) as of such earlier date.

5.2.5.After giving effect to this Amendment and the transactions contemplated hereby, no Default has occurred and is continuing.

5.2.6.The Persons signing this Amendment as Guarantors (including the New Loan Party) include all of the Subsidiaries existing as of the Second Amendment Effective Date that are required to become Guarantors pursuant to the Amended Credit Agreement.

Section 6.Joinder of New Loan Party.  The Loan Parties are required by Section 7.12 of the Existing Credit Agreement to cause Architectural Components Group, Inc., a Delaware corporation (the “New Loan Party”), to become a Loan Party under the Loan Documents. Accordingly, the New Loan Party agrees as follows:

6.1.The New Loan Party hereby (a) acknowledges, agrees and confirms that, by its execution of this Amendment, the New Loan Party will be deemed to be a party to the Amended Credit Agreement and a “Guarantor” for all purposes of the Amended Credit Agreement, and shall have all of the obligations of a Guarantor thereunder, (b) ratifies, as of the Second Amendment Effective Date, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Amended Credit Agreement, (c) jointly and severally guarantees to the Administrative Agent and each other holder of the Guaranteed Obligations, together with the other Guarantors and without limiting the generality of the foregoing terms of this Section 6.1, as provided in Article IV of the Amended Credit Agreement, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof.

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6.2.The New Loan Party hereby waives acceptance by the Administrative Agent and the other holders of the Guaranteed Obligations of the guaranty by the New Loan Party under Article IV of the Amended Credit Agreement upon the execution of this Amendment by the New Loan Party.

6.3.The New Loan Party hereby (a) acknowledges, agrees and confirms that, by its execution of this Agreement, the New Loan Party will be deemed to be a party to the Security Agreement and a “Grantor” for all purposes of the Security Agreement, and shall have all the obligations of a Grantor thereunder as if it had executed the Security Agreement, (b) ratifies, as of the Second Amendment Effective Date, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement, and (c) without limiting generality of the foregoing terms of this Section 6.3, grants to the Collateral Agent, for the benefit of the Secured Parties (as defined in the Security Agreement), a continuing security interest in, and a right of set off against, any and all right, title and interest of the New Loan Party in and to the Collateral (as defined in the Security Agreement) of the New Loan Party to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations (as defined in the Security Agreement).

6.4.The New Loan Party hereby (a) acknowledges, agrees and confirms that, by its execution of this Amendment, the New Loan Party will be deemed to be a party to the Domestic Pledge Agreement and a “Pledgor” for all purposes of the Domestic Pledge Agreement, and shall have all the obligations of a Pledgor thereunder as if it had executed the Domestic Pledge Agreement, (b) ratifies, as of the Second Amendment Effective Date, and agrees to be bound by, all of the terms, provisions and conditions contained in the Domestic Pledge Agreement, and (c) without limiting generality of the foregoing terms of this Section 6.4, grants, pledges and assigns to the Collateral Agent, for the benefit of the holders of the Secured Obligations (as defined in the Domestic Pledge Agreement), a continuing security interest in, and a right of set off against, any and all right, title and interest of the New Loan Party in and to the Pledged Collateral (as defined in the Domestic Pledge Agreement) of the New Loan Party to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations (as defined in the Domestic Pledge Agreement).

6.5.The New Loan Party hereby agrees that the Capital Stock listed on Schedule 6.5 attached hereto shall be deemed to be part of the Pledged Collateral within the meaning of the Domestic Pledge Agreement and shall secure all of the Secured Obligations (as defined in the Domestic Pledge Agreement) as provided in the Domestic Pledge Agreement, and, in furtherance of the foregoing, the New Loan Party hereby grants, pledges and assigns to the Collateral Agent, for the benefit of the holders of the Secured Obligations (as defined in the Domestic Pledge Agreement), a continuing security interest in, and a right of set off against, any and all right, title and interest of the New Loan Party in and to the Capital Stock identified on Schedule 6.5 attached hereto to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations (as defined in the Domestic Pledge Agreement).

6.6.The New Loan Party represents and warrants that: (a) the New Loan Party’s legal name and state of organization are as set forth on the signature pages hereto; (b) the New Loan Party’s chief executive office is located at the location set forth on Part (b) of Schedule 6.6 attached hereto; (c) other than as set forth on Part (c) of Schedule 6.6 attached hereto, the New Loan Party has not changed its legal name, changed its state of organization or been party to a merger, consolidation or other change in structure the four months preceding the Second Amendment Effective Date; (d) Part (d) of Schedule 6.6 attached hereto includes all material IP

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Rights registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and owned by the New Loan Party as of the Second Amendment Effective Date and (i) except for such claims and infringements that could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any of the New Loan Party’s IP Rights or the validity or effectiveness of any such IP Rights, nor does the New Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the New Loan Party, the use of any IP Rights by the New Loan Party or the granting of a right or a license in respect of any IP Rights from the New Loan Party does not infringe on the rights of any Person, and (ii) as of the Second Amendment Effective Date, none of the material IP Rights owned by the New Loan Party is subject to any licensing agreement or similar arrangement except as set forth on Part (d) of Schedule 6.6 attached hereto; (e) Part (e) of Schedule 6.6 attached hereto includes all commercial tort claims in excess of $5,000,000 before any Governmental Authority by or in favor of the New Loan Party; (f) Part (f) of Schedule 6.6 attached hereto includes a complete and accurate list, as of the Second Amendment Effective Date, of each Subsidiary of the New Loan Party, together with (i) jurisdiction of organization, (ii) the number of shares of each class of Capital Stock outstanding, (iii) percentage of outstanding shares of each class owned (directly or indirectly) by the New Loan Party and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (g) the outstanding Capital Stock of each Subsidiary of the New Loan Party is validly issued, fully paid and non-assessable; and (h) Part (h) of Schedule 6.6 attached hereto includes a true, correct and complete list of all the real properties owned as of the date hereof by the New Loan Party with an individual net book value in excess of $5,000,000.

6.7.The address of the New Loan Party for purposes of all notices and other communications is the address designated for all Loan Parties on Schedule 11.02 to the Amended Credit Agreement or such other address as the New Loan Party may from time to time notify the Administrative Agent in writing.

Section 7.Releases.

7.1.Each of the Administrative Agent, the Collateral Agent and each Lender party hereto hereby agree that, on the Second Amendment Effective Date, without further action by any Person: (a) Armstrong Realty shall be irrevocably released as a Guarantor under the Loan Documents; and (b) all Liens granted by Armstrong Realty pursuant to the Collateral Documents in favor of the Collateral Agent, for the benefit of the holders of the Obligations, shall automatically terminate and be released and discharged.

7.2Each of the Administrative Agent, the Collateral Agent and each Lender party hereto hereby agree that, on the Second Amendment Effective Date, without further action by any Person, all Liens granted pursuant to the Collateral Documents in favor of the Collateral Agent, for the benefit of the holders of the Obligations, on any owned real property of any Loan Party, shall automatically terminate and be released and discharged.

7.3The Lenders party hereto hereby authorize the Administrative Agent and/or the Collateral Agent to execute and deliver to the Loan Parties, at the sole expense of the Loan Parties, all documents or instruments reasonably requested by the Loan Parties to evidence or effectuate the releases set forth in this Section 7.

Section 8.Lender Representations and Warranties; Lender Covenants.  Each Lender party hereto represents and warrants that, after giving effect to this Amendment, the representations and

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warranties of such Lender set forth in the Amended Credit Agreement are true and correct as of the Second Amendment Effective Date.  Each Lender party hereto hereby agrees to comply with the covenants applicable to such Lender set forth in the Amended Credit Agreement.

Section 9.Counterparts.  This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 10.Loan Document.  This Amendment is a Loan Document, a Guaranty Joinder Agreement and a Collateral Joinder Agreement.  The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender, the Administrative Agent or the Collateral Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute an amendment of any provision of any of the Loan Documents.

Section 11.APPLICABLE LAW.  THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; PROVIDED THAT THE AMENDMENT SET FORTH IN SECTION 1.4 AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THE AMENMENT SET FORTH IN SECTION 1.4 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.

Section 12.Expenses.  The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including the reasonable out-of-pocket expenses of Moore & Van Allen PLLC and Borden Ladner Gervais LLP.

Section 13.Headings.  The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

[remainder of page left intentionally blank; signature pages follow]

 

 

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

BORROWER:ARMSTRONG WORLD INDUSTRIES, INC.,

a Pennsylvania corporation

By: /s/ Brian L. MacNeal

Name: Brian L. MacNeal

Title: Senior Vice President and Chief Financial Officer

GUARANTORS:ARMSTRONG REALTY GROUP, INC.,

a Pennsylvania corporation

By: /s/ Thomas J. Waters

Name: Thomas J. Waters

Title: Treasurer

ARMSTRONG VENTURES, INC.,

a Delaware corporation

By: /s/ Thomas J. Waters

Name: Thomas J. Waters

Title: Treasurer

AWI LICENSING LLC,

a Delaware limited liability company

By: /s/ Thomas J. Waters

Name: Thomas J. Waters

Title: Treasurer

TECTUM, INC.,

a Delaware corporation

By: /s/ Thomas J. Waters

Name: Thomas J. Waters

Title: Treasurer

 

 

 


 

NEW LOAN PARTY:ARCHITECTURAL COMPONENTS GROUP, INC.,

a Delaware corporation

By: /s/ Thomas J. Waters

Name: Thomas J. Waters

Title: Treasurer

 

 

 


 

ADMINISTRATIVE AGENT:BANK OF AMERICA, N.A.,

as Administrative Agent

By: /s/ Erik M. Truette

Name: Erik M. Truette

Title: Vice President

COLLATERAL AGENT:BANK OF AMERICA, N.A.,

as Collateral Agent

By: /s/ Erik M. Truette

Name: Erik M. Truette

Title: Vice President

 

 

 


 

LENDERS:BANK OF AMERICA, N.A.,

as a Lender, an L/C Issuer, and the Swing Line Lender

By: /s/ Jason Yakabu

Name: Jason Yakabu

Title: Vice President

 

 

 


 

JPMORGAN CHASE BANK, N.A.,

as a Lender and an L/C Issuer

By: /s/ James Shender

Name: James Shender

Title: Vice President

 

 

 


 

CITIZENS BANK, N.A.,

as a Lender

By: /s/ Carl S. Tabacjar, Jr.

Name: Carl S. Tabacjar, Jr.

Title: Senior Vice President

 

 

 


 

FIFTH THIRD BANK,

as a Lender

By: /s/ Jonathan H. James

Name: Jonathan H. James

Title: Managing Director

 

 

 


 

PNC BANK, NATIONAL ASSOCIATION,

as a Lender

By: /s/ Denise DiSimone

Name: Denise DiSimone

Title: Senior Vice President

 

 

 


 

BRANCH BANKING AND TRUST COMPANY,

as a Lender

By: /s/ J. Carlos Navarrete

Name: J. Carlos Navarrete

Title: Vice President

 

 

 


 

TD BANK, N.A.,

as a Lender

By: /s/ Craig Welch

Name: Craig Welch

Title: Senior Vice President

 

 

 


 

MANUFACTURERS AND TRADERS TRUST COMPANY,

as a Lender

By: /s/ Sarah C. Lesser

Name: Sarah C. Lesser

Title: Vice President

 

 

 


 

THE BANK OF NOVA SCOTIA,

as a Lender

By: /s/ Winston Lua

Name: Winston Lua

Title: Director

 

 

 


 

CAPITAL ONE, NATIONAL ASSOCIATION,

as a Lender

By: /s/ Alfredo Wang

Name: Alfredo Wang

Title: Duly Authorized Signer

 

 

 


 

KEYBANK NATIONAL ASSOCIATION,

as a Lender

By: /s/ Suzannah Valdivia

Name: Suzannah Valdivia

Title: Senior Vice President

 

 

 


 

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By: /s/ Rodney J. Winters

Name: Rodney J. Winters

Title: Vice President

 

 

 


 

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender

By: /s/ Jonathan D. Beck

Name: Jonathan D. Beck

Title: Vice President

 

 

 


 

FIRST NATIONAL BANK OF PENNSYLVANIA,

as a Lender

By: /s/ Kristin L. Heller

Name: Kristin L. Heller

Title: Vice President

 

 

 


 

COMERICA BANK,

as a Lender

By: /s/ Robert Wilson

Name: Robert Wilson

Title: Vice President

 

 

 


 

CREDIT INDUSTRIEL ET COMMERCIAL,

NEW YORK BRANCH,

as a Lender

By: /s/ Clifford Abramsky

Name: Clifford Abramsky

Title: Managing Director

By: /s/ Adrienne Molloy

Name: Adrienne Molloy

Title: Managing Director

 

 

 

 


 

STIFEL BANK AND TRUST,

as a Lender

By: /s/ Suzanne Agin

Name: Suzanne Agin

Title: Senior Vice President

 


 


 

SYNOVUS BANK,

as a Lender

By: /s/ Michael Sawicki

Name: Michael Sawicki

Title: Director, Corporate Banking

 

 

 

 


COMPOSITE CREDIT AGREEMENT FOR REFERENCE PURPOSES ONLY. NOT A LEGAL DOCUMENT.

**ANNEX A TO SECOND AMENDMENT**

Published CUSIP Number: 04247QAK3QAP2

Revolver CUSIP Number: 04247QAL1QAQ0

Term Loan A Loan CUSIP Number:04247QAM9QAR8

Term Loan B CUSIP Number: 04247QAN7

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of April 1, 2016,

among

ARMSTRONG WORLD INDUSTRIES, INC.,

as Borrower,

CERTAIN SUBSIDIARIES OF ARMSTRONG WORLD INDUSTRIES, INC. IDENTIFIED HEREIN,

as the Guarantors,

BANK OF AMERICA, N.A.,

as Administrative Agent and, Collateral Agent, an L/C Issuer and Swing Line Lender,

THE OTHER LENDERS PARTY HERETO,

JPMORGAN CHASE BANK, N.A.,

and

CITIBANKCITIZENS BANK, N.A.,

FIFTH THIRD BANK

and

PNC BANK, NATIONAL ASSOCIATION,

as Co-Syndication Agents,

and

BRANCH BANKING AND TRUST COMPANY,

TD BANK, N.A.,

MANUFACTURERS AND TRADERS TRUST COMPANY,

THE BANK OF NOVA SCOTIA,

CAPITAL ONE, NATIONAL ASSOCIATION,

FIFTH THIRD BANKKEYBANK NATIONAL ASSOCIATION,

CITIZENS BANK OF PENNSYLVANIA,

TDU.S. BANK NATIONAL ASSOCIATION

and

WELLS FARGO BANK OF MONTREAL, NATIONAL ASSOCIATION,

as Co-Documentation Agents,

and

THE OTHER LENDERS AND L/C ISSUERS PARTY HERETO

Arranged By:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

 


 

BOFA SECURITIES, INC.,

JPMORGAN CHASE BANK, N.A.,

and

CITIBANKCITIZENS BANK, N.A.,

FIFTH THIRD BANK

and

PNC CAPITAL MARKETS, LLC,

as Joint Lead Arrangers

and Joint Book ManagersBookrunners

 

 


COMPOSITE CREDIT AGREEMENT FOR REFERENCE PURPOSES ONLY. NOT A LEGAL DOCUMENT.

TABLE OF CONTENTS

PAGE

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS

5

 

 

Section 1.01

Defined Terms.5

 

 

Section 1.02

Other Interpretive Provisions.3739

 

 

Section 1.03

Accounting Terms.3840

 

 

Section 1.04

Rounding.3842

 

 

Section 1.05

Times of Day.3842

 

 

Section 1.06

Letter of Credit Amounts; Bi-Lateral Letter of Credit Amounts.3842

 

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS

3942

 

 

Section 2.01

Revolving Loans and Term Loans.3943

 

 

Section 2.02

Borrowings, Conversions and Continuations of Loans.4346

 

 

Section 2.03

Letters of Credit.4547

 

 

Section 2.04

Swing Line Loans.5356

 

 

Section 2.05

Prepayments.5558

 

 

Section 2.06

Termination or Reduction of Aggregate Revolving Committed Amount.60

 

 

Section 2.07

Repayment of Loans.60

 

 

Section 2.08

Interest.61

 

 

Section 2.09

Fees.6261

 

 

Section 2.10

Computation of Interest and Fees.62

 

 

Section 2.11

Evidence of Debt.6362

 

 

Section 2.12

Payments Generally; Administrative Agent’s Clawback.63

 

 

Section 2.13

Sharing of Payments by Lenders.6564

 

 

Section 2.14

Cash Collateral.65

 

 

Section 2.15

Defaulting Lenders.66

 

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY

6968

 

 

Section 3.01

Taxes.6968

 

 

Section 3.02

Illegality.73

 

 

Section 3.03

Inability to Determine Rates.7473

 

 

Section 3.04

Increased Costs.7475

 

 

Section 3.05

Compensation for Losses.7677

 

 

Section 3.06

Mitigation of Obligations; Replacement of Lenders.7677

 

 

Section 3.07

Survival.7778

 

ARTICLE IV. GUARANTY

7778

 

 

Section 4.01

The Guaranty.7778

 

 

Section 4.02

Obligations Unconditional.7778

 

 

Section 4.03

Reinstatement.7879

 

 

Section 4.04

Certain Additional Waivers.7880

 

 

Section 4.05

Remedies.7980

 

 

Section 4.06

Rights of Contribution.7980

 

 

Section 4.07

Guarantee of Payment; Continuing Guarantee.7980

 

 

Section 4.08

Keepwell.7981

 

ARTICLE V. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

8081

 

 

Section 5.01

Conditions of Initial Credit Extension[Reserved].8081

 

 

Section 5.02

Conditions to all Credit Extensions.8281

 

 


 

ARTICLE VI. REPRESENTATIONS AND WARRANTIES

8281

 

 

Section 6.01

Existence, Qualification and Power.82

 

 

Section 6.02

Authorization; No Contravention.82

 

 

Section 6.03

Governmental Authorization; Other Consents.8382

 

 

Section 6.04

Binding Effect.8382

 

 

Section 6.05

Financial Statements; No Material Adverse Effect.8382

 

 

Section 6.06

Litigation.8483

 

 

Section 6.07

No Default.8483

 

 

Section 6.08

Ownership of Property; Liens.8483

 

 

Section 6.09

Environmental Compliance.8483

 

 

Section 6.10

Insurance.8584

 

 

Section 6.11

Taxes.8584

 

 

Section 6.12

ERISA Compliance.8584

 

 

Section 6.13

Subsidiaries.8685

 

 

Section 6.14

Margin Regulations; Investment Company Act.8685

 

 

Section 6.15

Disclosure.8685

 

 

Section 6.16

Compliance with Laws; OFAC; PATRIOT Act, Etc.86

 

 

Section 6.17

Intellectual Property; Licenses, Etc.8786

 

 

Section 6.18

Solvency.87

 

 

Section 6.19

Perfection of Security Interests in the Collateral.87

 

 

Section 6.20

Business Locations.8887

 

 

Section 6.21

Labor Matters.8887

 

ARTICLE VII. AFFIRMATIVE COVENANTS

8988

 

 

Section 7.01

Financial Statements.8988

 

 

Section 7.02

Certificates; Other Information.8988

 

 

Section 7.03

Notices.9190

 

 

Section 7.04

Payment of Obligations.91

 

 

Section 7.05

Preservation of Existence, Etc.9291

 

 

Section 7.06

Maintenance of Properties.9291

 

 

Section 7.07

Maintenance of Insurance.9291

 

 

Section 7.08

Compliance with Laws.92

 

 

Section 7.09

Books and Records.9392

 

 

Section 7.10

Inspection Rights.9392

 

 

Section 7.11

Use of Proceeds.9392

 

 

Section 7.12

Additional Subsidiaries.9392

 

 

Section 7.13

ERISA Compliance.93

 

 

Section 7.14

Pledged Assets.9493

 

 

Section 7.15

Further Assurances.9594

 

ARTICLE VIII. NEGATIVE COVENANTS

9694

 

 

Section 8.01

Liens.9695

 

 

Section 8.02

Investments.9998

 

 

Section 8.03

Indebtedness.10199

 

 

Section 8.04

Fundamental Changes.103102

 

 

Section 8.05

Dispositions.103

 

 

Section 8.06

Restricted Payments.104103

 

 

Section 8.07

Change in Nature of Business.105104

 

 

Section 8.08

Transactions with Affiliates.105104

 

 

Section 8.09

Burdensome Agreements.105104

 

 

Section 8.10

Use of Proceeds.106

 

ii

 


 

 

Section 8.11

Financial Covenants.107106

 

 

Section 8.12

Prepayment of Other Indebtedness, Etc.107106

 

 

Section 8.13

Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity.107

 

ARTICLE IX. EVENTS OF DEFAULT AND REMEDIES

107

 

 

Section 9.01

Events of Default.107

 

 

Section 9.02

Remedies Upon Event of Default.109

 

 

Section 9.03

Application of Funds.110109

 

ARTICLE X. ADMINISTRATIVE AGENT 111; COLLATERAL AGENT

110

 

 

Section 10.01

Appointment and Authority.111

 

 

Section 10.02

Rights as a Lender.112111

 

 

Section 10.03

Exculpatory Provisions.112

 

 

Section 10.04

Reliance by Administrative Agent and Collateral Agent.113

 

 

Section 10.05

Delegation of Duties.113

 

 

Section 10.06

Resignation of Administrative Agent.114113

 

 

Section 10.07

Non-Reliance on Administrative Agent, Collateral Agent and Other Lenders.115

 

 

Section 10.08

No Other Duties; Etc.115116

 

 

Section 10.09

Administrative Agent May File Proofs of Claim.115116

 

 

Section 10.10

Collateral and Guaranty Matters.116

 

 

Section 10.11

Secured Swap Contracts and, Secured Treasury Management Agreements and Secured Bi-Lateral Letters of Credit.117

 

 

Section 10.12

Certain ERISA Matters.118

 

ARTICLE XI. MISCELLANEOUS

117119

 

 

Section 11.01

Amendments, Etc.117119

 

 

Section 11.02

Notices; Effectiveness; Electronic Communications.122

 

 

Section 11.03

No Waiver; Cumulative Remedies; Enforcement.124

 

 

Section 11.04

Expenses; Indemnity; Damage Waiver.124125

 

 

Section 11.05

Payments Set Aside.126127

 

 

Section 11.06

Successors and Assigns.126127

 

 

Section 11.07

Treatment of Certain Information; Confidentiality.132133

 

 

Section 11.08

Set-off.133134

 

 

Section 11.09

Interest Rate Limitation.133134

 

 

Section 11.10

Counterparts; Integration; Effectiveness.134135

 

 

Section 11.11

Survival of Representations and Warranties.134135

 

 

Section 11.12

Severability.134135

 

 

Section 11.13

Replacement of Lenders.135

 

 

Section 11.14

Governing Law; Jurisdiction; Etc.135136

 

 

Section 11.15

Waiver of Right to Trial by Jury.136137

 

 

Section 11.16

USA PATRIOT Act Notice.137138

 

 

Section 11.17

No Advisory or Fiduciary Responsibility.137138

 

 

Section 11.18

Electronic Execution of Assignments and Certain Other Documents.137139

 

 

Section 11.19

Existing Credit Agreement Superseded.138139

 

 

Section 11.20

Acknowledgment and Consent to Bail-In of EEA Financial Institutions.138139

 

 

Section 11.21

Acknowledgment Regarding Any Supported QFCs140

 

 

Section 11.22

Appointment of Borrower.140

 

 

iii

 


 

SCHEDULES

1.01Excluded Property

2.01Commitments and Pro Rata Shares; L/C Commitments

2.03Existing Letters of Credit

6.10Insurance

6.13Subsidiaries

6.17IP Rights

6.20(a)(i)Location of Chief Executive Office, Etc.

6.20(a)(ii)MortgagedLocation of Real Properties

6.20(b)Changes in Legal Name, State of FormationOrganization and Structure

6.21Labor Matters

8.01Liens Existing on the ClosingSecond Amendment Effective Date

8.02Investments Existing on the ClosingSecond Amendment Effective Date

8.03Indebtedness Existing on the ClosingSecond Amendment Effective Date

8.05Dispositions

8.09Burdensome Agreements

8.11Consolidated EBITDA

11.02Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS

A-1Form of Loan Notice (Borrowing)

A-2Form of Loan Notice (Continuation/Conversion)

BForm of Swing Line Loan Notice

C-1Form of Revolving Note

C-2Form of Swing Line Note

C-3Form of Term Loan Note

DForm of Compliance Certificate

EForm of Assignment and Assumption

FForm of Guaranty Joinder Agreement

GForm of Collateral Joinder Agreement

HForm of U.S. Tax Compliance Certificates

IForm of Letter of Credit Report

JForm of Notice of Additional L/C Issuer

KForm of Secured Party Designation Notice

 

 

iv

 


 

AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of April 1, 2016 among ARMSTRONG WORLD INDUSTRIES, INC., a Pennsylvania corporation, as (the “Borrower”), the Guarantors (defined herein)party hereto, the Lenders (defined herein) andparty hereto, BANK OF AMERICA, N.A., as the Administrative Agent and, the Collateral Agent, an L/C Issuer and the Swing Line Lender, and the other L/C Issuers party hereto.

WHEREAS, revolving credit and term loan facilities were established pursuant to the terms of that Amended and Restated Credit Agreement dated as of March 15, 2013 (as amended and modified prior to the Closing Date, the “Existing Credit Agreement”) among the Borrower and Armstrong Wood Products, Inc., a Delaware corporation, as borrowers, certain of the Borrower’s Subsidiaries, as guarantors thereunder, the lenders party thereto and Bank of America, N.A., as administrative agent for the lenders thereunder;

WHEREAS, the Borrower has requested certain modifications to the revolving credit and term loan facilities under the Existing Credit Agreement;

WHEREAS, the undersigned Lenders have agreed to the requested modifications on the terms and conditions provided herein; and

WHEREAS, this Agreement is given in amendment to, restatement of and substitution for the Existing Credit Agreement;.

NOW, THEREFORE, in consideration of these premises and the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01Defined Terms.

As used in this Agreement, the following terms shall have the meanings set forth below:

Acquisition”, by any Person, means the acquisition by such Person, in a single transaction or in a series of related transactions, of all or any substantial portion of the Property of, or of a business unit or division of, another Person or at least a majority of the Voting Stock of another Person, in each case whether or not involving a merger or consolidation with such other Person and whether for cash, property, services, assumption of Indebtedness, securities or otherwise.

Adequate Assurance” means:

with respect to Revolving Loans, such assurance as the Administrative Agent may require, in its discretion,

with respect to L/C Obligations, such assurance as the L/C Issuer may require, in its discretion, and

 


 

with respect to Swing Line Loans, such assurance as the Swing Line Lender may require, in its discretion,

in each case, that the Defaulting Lender will be capable of funding its portion of Revolving Loans, L/C Obligations and Swing Line Loans and participation interests therein and otherwise honoring its existing and future obligations hereunder and under the other Loan Documents, including the posting of cash collateral or letters of credit or other arrangement, in each case in form and substance and pursuant to arrangements satisfactory to the Administrative Agent, the L/C Issuer or the Swing Line Lender, as appropriate, in their reasonable discretion.

“Adjustment” has the meaning specified in Section 3.03(c).

Administrative Agent” means Bank of America in its capacity as administrative agent for the Lenders under any of the Loan Documents, or any successor administrative agent.

Administrative Agent’s Office” means the Administrative Agent’s address as set forth on Schedule 11.02, or such other address as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

Administrative Questionnaire” means an administrative questionnaire for the Lenders in a form supplied by the Administrative Agent.

Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.  “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto. For purposes of this Agreement, Armstrong Flooring and its Affiliates shall not be considered Affiliates of the Borrower and its Affiliates.

Affiliated Lender” means a Lender that is an Affiliate of the Borrower (but excluding, in any case, the Borrower and the other Loan Parties and their respective Subsidiaries).

Agent Parties” has the meaning specified in Section 11.02(c).

Aggregate Commitments” means the Aggregate Revolving Commitments and the aggregate amount of all Term Loan Commitments.

Aggregate Revolving Commitments” means the aggregate principal amount of Revolving Commitments of all the Revolving Lenders.

Aggregate Revolving Committed Amount” has the meaning specified in Section 2.01(a).

Agreement” means this Amended and Restated Credit Agreement, as amended and modified.

Applicable Rate” means, from time to time:

withWith respect to the Revolving Obligations and the Term Loan A Loans (including any Incremental Add-on Term Loans related to the Term A Loans), the following percentages per annum, based on the Consolidated Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 7.02(a):

6

 


 

 

 

Revolving Loans and Term Loan A Loans

Letter of Credit Fee

Pricing Level

Consolidated Net Leverage Ratio

Commitment Fee

Eurodollar Rate Loans

Base Rate Loans

Standby Letters of Credit

Commercial Letters of Credit

1

> 3.0:1.0

0.40%

2.25%

1.25%

2.25%

1.25%

21

> 2.0:1.0, but ≤3.05:1.0

0.350.30%

2.00%

1.00%

2.00%

1.00%

32

2.05:1.0 but < 3.5:1.0

0.300.25%

1.75%

0.75%

1.75%

0.75%

3

≥ 1.5:1.0 but < 2.5:1.0

0.20%

1.50%

0.50%

1.50%

0.50%

4

< 1.5:1.0

0.20%

1.25%

0.25%

1.25%

0.25%

 

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Net Leverage Ratio shall become effective as of the fifth (5th) Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 7.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance therewith, then Pricing Level 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered.  The Applicable Rate in effect from the ClosingSecond Amendment Effective Date through the date of delivery of the Compliance Certificate for the fiscal quarter ending June 30, 2016December 31, 2019 shall be determined based upon Pricing Level 23.  Determinations by the Administrative Agent of the appropriate Pricing Level shall be conclusive, absent manifest error.

with respect to the Term Loan B, (i) two and three-fourths percent (2.75%) per annum for Eurodollar Rate Loans, and (ii) one and three-fourths percent (1.75%) per annum for Base Rate Loans.With respect to any Incremental Term Loans under any Incremental Loan Facility (including any Incremental Add-on Term Loans related to such Incremental Term Loans), the percentage(s) per annum set forth in the documentation pursuant to which such Incremental Loan Facility is established.

(c) Each Lender’s pro rata share of the Incremental Loan Facilities will be as provided in the amendment and joinder agreements whereby such loan facilities are established.

(a)(d) Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).

“Approved Bank” has the meaning specified in the definition of “Cash Equivalents”.

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

“Arranger” means each of BofA Securities, JPMorgan Chase Bank, N.A., Citizens Bank, N.A., Fifth Third Bank and PNC Capital Markets, LLC, in each case in their capacities as joint lead arranger and joint bookrunner.

Armstrong Flooring” means Armstrong Flooring, Inc., a Delaware corporation.

Arrangers” means MLPF&S, JPMorgan Chase Bank, N.A. and Citibank, N.A.

Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)),

7

 


 

and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form (including an electronic documentation form generated by MarkitClear or otheruse of an electronic platform) approved by the Administrative Agent.

Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external counsel.

Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease, (c) in respect of any Securitization Transaction of any Person, the outstanding principal amount of such financing, after taking into account reserve accounts and making appropriate adjustments, determined by the Administrative Agent in its reasonable judgment and (d) in the case of any Sale and Leaseback Transaction, the present value (discounted in accordance with GAAP at the debt rate implied in the applicable lease) of the obligations of the lessee for rental payments during the term of such lease).

Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 20152018, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.

Auto-Extension Letter of Credit” has the meaning specified in Section 2.03(b)(iii).

Availability Period” means, with respect to the Revolving Commitments, the period from and including the Closing Date to the earliest of (a) with respect to the Revolving Commitments (other than issuance and extension of Letters of Credit), the Maturity Date and , with respect to the issuance and extension of Letters of Credit, the Letter of Credit Expiration Date, (b) the date of termination of the Aggregate Revolving Committed Amount pursuant to Section 2.06, and (c) the date of termination of the commitment of each Revolving Lender to make Revolving Loans and of the obligation of the of the L/C Issuers to make L/C Credit Extensions pursuant to Section 9.02.

“Available Incremental Amount” means, as of any date of determination, the sum of (a) an amount equal to the greater of (i) $350,000,000, and (ii) 100% of Consolidated EBITDA for the period of the four fiscal quarters most recently ended on or prior to such date for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b), plus (b) additional amounts such that, after giving effect to the incurrence of the then-contemplated Incremental Loan Facility or Incremental Equivalent Debt on a Pro Forma Basis (and assuming for such purposes that such Incremental Loan Facility or Incremental Equivalent Debt is fully drawn), the Consolidated Net Secured Leverage Ratio would not exceed 2.75:1.0; it being understood and agreed that the Borrower may incur Incremental Loan Facilities and Incremental Equivalent Debt in reliance on clause (b) above prior to incurring Incremental Loan Facilities and Incremental Equivalent Debt in reliance on clause (a) above.

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

Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

8

 


 

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

Bankruptcy Code” means Title 11 of the United States Code.

“Bankruptcy Proceedings” has the meaning specified in Section 11.06(b)(vii)(C).

Base Rate” means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus one-half of one percent (0.50.50%), (b) the Prime Rate and (c) the Eurodollar Rate plus one percent (11.00%); andprovided that if the Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.  If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03, 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 Loan” means a Revolving Loan or a Term Loan that bears interest based on the Base Rate.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as 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 Section 4975 of the Internal Revenue Code, or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) the assets of any such “employee benefit plan” or “plan”.

“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.

Bi-Lateral Letter of Credit” means any letter of credit issued under a bi-lateral agreement between a Bi-Lateral Letter of Credit Lender, as issuer, on the one hand, and for the account of the Borrower and/or any of its Subsidiaries, on the other hand.

Bi-Lateral Letter of Credit Lender” means aany Person thatin its capacity as issuer of a Bi-Lateral Letter of Credit that, at the time it issues such Bi-Lateral Letter of Credit, is a Lender or an Affiliate of a Lender on the date of issuance of a(even if such Person ceases to be a Lender or such Person’s Affiliate ceases to be a Lender); provided that for any of the foregoing to be included as a “Secured Bi-Lateral Letter of Credit.  In order to be included in notices or benefits, if any, hereunder or under the other Loan Documents written notice must be given to” on any date of determination by the Administrative Agent, in form, substance and detail reasonably satisfactory to it, signed by thethe applicable Bi-Lateral Letter of Credit Lender identifying it as such and providing, among other things, appropriate contact information, with an acknowledgment and consent thereto by the Borrower.(other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent prior to such date of determination.

Bi-Lateral Letter of Credit Obligations” means (ia) the amount available to be drawn under outstanding Bi-Lateral Letters of Credit, (iib) the aggregate amount of unreimbursed amounts in respect of Bi-Lateral Letters of Credit and any loans or advances made by the issuer of any such Bi-Lateral Letter of Credit Lender in respect thereof, and (iiic) all obligations in respect thereof, whether absolute or contingent, due or to become due, including interest and fees that may accrue after the commencement of bank

9

 


 

ruptcy or insolvency proceedings, regardless of whether such interest is allowed as claims in the proceeding.  

“BofA Securities” means BofA Securities, Inc., in its capacity as joint lead arranger and joint bookrunner, together with its successors.

“Borrower” has the meaning specified in the introductory paragraph of this Agreement.

Borrower Materials” has the meaning specified in Section 7.02.

Borrower” means Armstrong World Industries, Inc., a Pennsylvania corporation.

Borrowing” means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, New York, New York and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.

Businesses” means, at any time, a collective reference to the businesses operated by the Borrower and its Subsidiaries at such time.

Canadian Pledge Agreement” means that certain Amended and Restated Canadian Pledge Agreement dated as of the Closing Date with respect to the pledge of 65% of the Capital Stock of Armstrong World Industries Canada Ltd., a wholly-owned Subsidiary of the Borrower organized and existing under the laws of Canada, to the Collateral Agent to secure the Obligations.

Capital Lease” means, as applied to any Person, any lease of any Property by that Person as lessee which, in accordance with GAAP, is required to be accounted for as a capital lease on the balance sheet of that Person.

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

Capital Stock Equivalents” means warrants, options or other rights for the purchase, acquisition or exchange of any items of Capital Stock (including through convertible securities).

Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Administrative Agent, the L/C Issuer or Swing Line Lender (as applicable) and the Lenders, as appropriate, as collateral for the L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of the Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the Administrative Agent, the L/C Issuer or the Swing Line Lender benefiting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing Line Lender (as applicable).  “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

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Cash Equivalents” means, as at any date, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (iii) any bank whose short‑term commercial paper rating from S&P is at least A‑1 or the equivalent thereof or from Moody’s is at least P‑1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A‑1 (or the equivalent thereof) or better by S&P or P‑1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations, (e) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940 which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing subdivisions (a) through (d), and (f) with respect to Foreign Subsidiaries, instruments equivalent to those referred to in clauses (a) through (e) above denominated in any foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States.

Change in Law” means the occurrence, after the date of this AgreementClosing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that notwithstanding anything herein to the contrary, (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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or, issued or implemented.

Change of Control” means an event or series of events by which:

any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of more than fifty percent (50%) of the Capital Stock of the Borrower entitled to vote for members of the board of directors or equivalent governing body on a fully diluted basis; or

during any period of twelve consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body, (iii) whose election or nomination to that board or other equivalent governing

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body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iv) who were members of that board or equivalent governing body on the Closing Date.

“Claim” has the meaning specified in Section 11.06(b)(vii)(C).

Closing Date” means the date hereofApril 1, 2016.

Collateral” means a collective reference to all Property with respect to which Liens in favor of the Collateral Agent are purported to be granted pursuant to and in accordance with the terms of the Collateral Documents.

Collateral Agent” means Bank of America in its capacity as collateral agent for the holders of the secured obligations identified in the Collateral Documents, and its successors and assigns in such capacity.

Collateral Documents” means a collective reference to the Security Agreement, each Pledge Agreement, each Mortgage, each Collateral Joinder Agreement and other security documents as may be executed and delivered by the Loan Parties pursuant to the terms of Section 7.14.

Collateral Joinder Agreement” means a joinder agreement, substantially in the form of Exhibit G, by which an additional pledgor or guarantor may be added to a Pledge Agreement or the Security Agreement.

CommitmentsCommitment” means thea Revolving Commitments and theCommitment or a Term Loan CommitmentsCommitment, as the context may require.

Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

Compliance Certificate” means a certificate substantially in the form of Exhibit D.

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

Consolidated Capital Expenditures” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, all capital expenditures, as determined in accordance with GAAP; provided, however, that Consolidated Capital Expenditures shall not include Permitted Acquisitions.

Consolidated EBITDA” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to (ia) Consolidated Operating Income for such period, plus (iib) the amount of depreciation and amortization expense for such period, as determined in accordance with GAAP, plus (iiic) to the extent relating to the applicable period, (Ai) all extraordinary, nonrecurring or one-time charges, (Bii) pro forma cost savings for acquisitions in an aggregate amount of up to the greater of (iA) $30 million or30,000,000, and (iiB) 10% of Consolidated EBITDA, as yet unrealized, projected in good faith over the next twelve months, (C)iii) all non-cash charges (provided that for any such non-cash charges resulting in a cash payment or cash outlay in a subsequent period, Consolidated EBITDA will be reduced by the amount of the cash payment or cash outlay in the period made), (Div) cash restructuring charges limited to $25 million25,000,000 in any period of four consecutive fiscal quarters, (Ev) cost initiative charges embedded in cost of goods sold (cash and non-cash charges) and which taken together with cost initiative charges embedded in selling, general and administrative expenses shall be limited to $10 million10,000,000 in any period of four consecutive fiscal quarters, (Fvi) cost initiative charges embed

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ded in selling, general and administrative expenses (cash and non-cash charges) and which taken together with cost initiative charges embedded in cost of goods sold shall be limited to $10 million10,000,000 in any period of four consecutive fiscal quarters, and (Gvii) losses on sales of assets (cash and non-cash), minus (ivd) gains on sales of assets (cash and non-cash); provided that, notwithstanding the foregoing, for purposes of calculating Consolidated EBITDA for the fiscal quarters ending June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for the quarters predating the Closing Date shall be as shown on Schedule 8.11..

Consolidated Excess Cash Flow” means, for any period for the Borrower and its Subsidiaries, an amount equal to (a) Consolidated EBITDA minus (b) Consolidated Capital Expenditures paid in cash minus (c) the cash portion of Consolidated Interest Charges minus (d) cash taxes paid minus (e) Consolidated Mandatory Funded Debt Payments minus (f) the amount of any voluntary prepayments of Consolidated Funded Indebtedness (other than voluntary prepayments of revolving lines of credit unless accompanied by a corresponding permanent reduction in the commitments thereunder) during such fiscal year plus (g) Consolidated Net Changes in Working Capital minus (h) the aggregate amount of cash consideration paid during the period for Permitted Acquisitions minus (i) the aggregate amount of Restricted Payments paid in cash by the Borrower during the period minus (j) cash expenditures not deducted in calculating Consolidated EBITDA minus (k) all non-cash credits included in Consolidated EBITDA minus (l) cash payment in respect of long-term liabilities other than Indebtedness minus (m) losses on sales of assets (cash and non-cash), plus (n) gains on sales of assets (cash and non-cash), in each case on a consolidated basis determined in accordance with GAAP.

Consolidated Foreign Assets” means, on any date, total assets of the Borrower’s Foreign Subsidiaries on a consolidated basis determined in accordance with GAAP as of the last day of the most recent fiscal quarter end immediately preceding thesuch date of determinationfor which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b).

Consolidated Funded Indebtedness” means Funded Indebtedness of the Borrower and its Subsidiaries on a consolidated basis determined in accordance with GAAP.

Consolidated Interest Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to the sum of (ia) all interest, premium payments, debt discount, fees, charges and related expenses of the Borrower and its Subsidiaries in connection with borrowed money (including capitalized interest but excluding non-cash amortizing fees) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, plus (iib) the portion of rent expense of the Borrower and its Subsidiaries with respect to such period under Capital Leases that is treated as interest in accordance with GAAP; provided that notwithstanding the foregoing, for the first year Consolidated Interest Charges shall be rolled up and annualized from the Closing Date such that (A) for the quarter ending June 30, 2016, Consolidated Interest Charges shall be Consolidated Interest Charges for the period of one fiscal quarter then ending multiplied by four, (B) for the fiscal quarter ending September 30, 2016, Consolidated Interest Charges shall be Consolidated Interest Charges for the period of two fiscal quarters then ending multiplied by two, (C) for the fiscal quarter ending December 31, 2016, Consolidated Interest Charges shall be Consolidated Interest Charges for the period of three fiscal quarters then ending multiplied by one and one-third (1-1/3), and (D) for fiscal quarters ending March 31, 2017 and thereafter, Consolidated Interest Charges shall be Consolidated Interest Charges for the period of four consecutive fiscal quarters then ending; and provided, further, that for the fiscal quarter ending June 30, 2016, if the Closing Date is after April 1, 2016, then Consolidated Interest Charges for the fiscal quarter shall be rolled up and “annualized” from the Closing Date for the fiscal quarter then ending..

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Consolidated Interest Income” means, for any period, interest income for the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

Consolidated Mandatory Funded Debt Payments” means for any period for the Borrower and its Subsidiaries on a consolidated basis, the sum of all mandatory payments of principal on Consolidated Funded Indebtedness, as determined in accordance with GAAP.  For purposes of this definition, “mandatory payments of principal” (a) shall be determined without giving effect to any reduction of such mandatory payments resulting from the application of any voluntary or mandatory prepayments made during the applicable period, (b) shall be deemed to include the Attributable Indebtedness in respect of Capital Leases, Sale and Leaseback Transactions and Synthetic Leases, and (c) shall not include any voluntary prepayments or mandatory prepayments required pursuant to Section 2.05(b)(iii) or (iv).

Consolidated Net Changes in Working Capital” means, for any period for the Borrower and its Subsidiaries, an amount (positive or negative) equal to the sum of (a) the net amount of decreases (or minus the amount of increases) in accounts receivable, inventory, prepaid expenses and other current assets, plus (b) the net amount of increases (or minus the amount of decreases) in accounts payable (including accrued interest expense), accrued expenses and other current liabilities, in each case on a consolidated basis determined in accordance with GAAP and as set forth in the audited annual financial statements for the Borrower and its Subsidiaries delivered pursuant to Section 7.01(a).

Consolidated Net Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period of the four fiscal quarters most recently ended on or prior to such date for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b), the ratio of (a) Consolidated EBITDA to (b) the difference of (i) cash Consolidated Interest Charges for the period of the four fiscal quarters most recently ended on or prior to such date for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b), minus (ii) cash Consolidated Interest Income (butfor such period (it being understood and agreement that the difference calculated pursuant to this clause (b) shall not be less than zero).

Consolidated Net Leverage Ratio” means, as of any date of determination, the ratio of (a) the sum of (i) Consolidated Funded Indebtedness as of such date, minus (ii) unrestricted cash and Cash Equivalents on hand of the Borrower and its Domestic Subsidiaries up to $100 millionin an aggregate amount not to exceed $100,000,000, to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended on or prior to such date for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b).

Consolidated Net Secured Leverage Ratio” means, as of any date of determination, the ratio of (a) the sum of (i) Consolidated Secured Funded Indebtedness as of such date, minus (ii) unrestricted cash and Cash Equivalents on hand of the Borrower and its Domestic Subsidiaries up to $100 millionin an aggregate amount not to exceed $100,000,000, to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended on or prior to such date for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b).

Consolidated Operating Income” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the operating income of the Borrower and its Subsidiaries (before deductions for interest and taxes) for that period, as determined in accordance with GAAP, including in any event, without limitation, the Borrower’s share of reported net income from WAVE for such period on an “as-earned” basis rather than on an “as-received” basis.

Consolidated Secured Funded Indebtedness” means Consolidated Funded Indebtedness of the Borrower and its Subsidiaries secured by a Lien.

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Consolidated Total Assets” means, on any date, total assets of the Borrower and its Subsidiaries on a consolidated basis determined in accordance with GAAP as of the last day of the most recent fiscal quarter end immediately preceding thesuch date of determinationfor which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b).

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

Control” has the meaning specified in the definition of “Affiliate”.

Corporate Rating” means, as of any date of determination, the rating as determined by either S&P or Moody’s (collectively, the “Corporate Ratings”) of the corporate credit rating or corporate family rating of the Borrower, as appropriate.

“Covenant Holiday” shall have the meaning provided in Section 8.11(b).

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

“Covered Party” has the meaning specified in Section 11.21.

Credit Extension” means each of the following: (a) a Borrowing; and (b) an L/C Credit Extension.

Debt Rating” means, as of any date of determination, the rating as determined by either S&P or Moody’s (collectively, the “Debt Ratings”) of the Loans and Credit Extensions under this Agreement.

Debt TransactionsTransaction” means, with respect to the Borrower and its Subsidiaries, any sale, issuance, placement, assumption or guaranty of Funded Indebtedness, whether or not evidenced by a promissory note or other written evidence of Indebtedness, other than Indebtedness permitted under subsections (a) through (f), inclusive, and (h) through (u), inclusive, of Section 8.03.

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

Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus two percent (2%) per annum, in each case to the fullest extent permitted by applicable Laws and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum, in all cases to the fullest extent permitted by applicable Laws.

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“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.

Defaulting Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder, unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is a result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-inBail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination.

Designated Jurisdiction” means, at any time, a country, region or territory that is itself the subject or target of any comprehensive territorial Sanctions (at the date of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction) of any Property by the Borrower or any of its Subsidiaries (including the Capital Stock of any Subsidiary), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding (ia) the sale, lease, license, transfer or other disposition of inventory or other Property in the ordinary course of business, (iib) the sale, lease, license, transfer or other disposition of machinery, equipment or other Property no longer used or useful in the conduct of business, (iiic) any sale, lease, license, transfer or other disposition of Property to any Loan Party, (ivd) any Disposition to the extent con

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stituting a Permitted Investment, (ve) any sale, lease, license, transfer or other disposition of Property by any Foreign Subsidiary to the Borrower or any of its Subsidiaries, (vif) dispositions of equipment or real property to the extent that (ai) such property is exchanged for credit against the purchase price of similar replacement equipment or property or (bii) the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement equipment or property;, (viig) licenses, sublicenses, leases and subleases not interfering in any material respect with the business of the Borrower or its Subsidiaries, (viiih) sales or discounts of accounts receivable in connection with the compromise or collection thereof and (ixi) dispositions set forth on Schedule 8.05.

Dollar” and “$” mean lawful money of the United States.

Domestic Pledge Agreement” means that certain Amended and Restated Pledge Agreement dated as of the Closing Date given by the Borrower and certain of its Domestic SubsidiariesLoan Parties, as pledgors, to the Collateral Agent to secure the Obligations.

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

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

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

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

Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)).

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

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

ERISA” means the Employee Retirement Income Security Act of 1974.

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ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).

ERISA Event” means: (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization pursuant to Section 418 of the Internal Revenue Code; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

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.

Eurodollar Base Rate” means:

(a)for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to (i) the London Interbank Offered Rate (“LIBOR”), or a comparable or successor rate, which rate is approved by the Administrative Agent,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 byon the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) (in such case, the “LIBOR Rate”) at or about 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to 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 LIBOR Rate, at or about 11:00 a.m., London time, two Business Days prior to such date for Dollar deposits with a term of one month commencing that day;

provided that (i) to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent and (ii) if the Eurodollar Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

Eurodollar Rate” means (a) for any Interest Period with respect to any Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent to be equal to the quotient obtained by dividing (i) the Eurodollar Base Rate for such Eurodollar Rate Loan for such Interest Period by (ii) one minus the Eurodollar Reserve Percentage for such Eurodollar Rate Loan for such Interest Period and (b) for any day with respect to any Base Rate Loan bearing interest at a rate based on the Eurodollar Rate, a rate per annum determined by the Administrative Agent to be equal to the quotient obtained by dividing (i) the Eu

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rodollar Base Rate for such Base Rate Loan for such day by (ii) one minus the Eurodollar Reserve Percentage for such Base Rate Loan for such day; provided that the Eurodollar Rate shall not in any event be less than zero percent (0%) per annum in the case of the Pro Rata Facilities or less than three-fourths of one percent (0.75%) per annum in the case of the Term Loan B.

Eurodollar Rate Loan” means a Revolving Loan or a Term Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Rate.

Eurodollar Reserve Percentage” means, for any day, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurodollar funding (currently referred to as “eurocurrency liabilities”).  The Eurodollar Rate for each outstanding Eurodollar Rate Loan and for each outstanding Base Rate Loan bearing interest at a rate based on the Eurodollar Rate shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

Event of Default” has the meaning specified in Section 9.01.

Excluded Property” means, with respect to any Loan Party,: (a) any owned or leased personal Property which is located outside of the United States which cannot be perfected by the filing of financing statements under the Uniform Commercial Code,; (b) any personal Property (including, without limitation, motor vehicles and aircraft) in respect of which perfection of a Lien is not either (i) governed by the Uniform Commercial Code or (ii) effected by appropriate evidence of the Lien being filed in either the United States Copyright Office or the United States Patent and Trademark Office,; (c) the Capital Stock of any First-Tier Foreign Subsidiary to the extent not required to be pledged to secure the Obligations pursuant to Section 7.14(b),; (d) any personal Property which, subject to the terms of Section 8.09, is subject to a Lien of the type described in Section 8.01(i) pursuant to documents which prohibit such Loan Party from granting any other Liens in such Property,; provided that in any such case the prohibition would not be rendered ineffective by the Uniform Commercial Code (including the provisions of Sections 9-407 and 9-408 thereof) or other applicable Law (including Debtor Relief Laws),; (e) any Property that is sold, conveyed or otherwise transferred or subjected to a Lien pursuant to a Securitization Transaction permitted pursuant to Section 8.03(k),; (f) the Capital Stock of WAVE,; (g) any permit, lease, license, contract or instrument, now or hereafter in effect of a Loan Party, or rights relating thereto, if the grant of a security interest in such permit, lease, license, contract or instrument, or rights relating thereto, in a manner contemplated by the Loan Documents, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise materially and adversely alter such Loan Party’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both),; provided that in any such case the prohibition, termination or rights to terminate, accelerate or materially and adversely alter such Loan Party’s rights, titles and interests would not be rendered ineffective by the Uniform Commercial Code (including the provisions of Sections 9-407 and 9-408 thereof) or other applicable Law (including Debtor Relief Laws), and; provided, further, that nothing herein shall exclude or prohibit a security interest in the proceeds of any property described in this clause (g),; and (h) any Property listed in Schedule 1.01 under the heading “Excluded Property”.

Excluded Subsidiary” means a Domestic Subsidiary which is a disregarded entity for United States federal income Tax purposes and directly holds any interest in a Foreign Subsidiary that is a “controlled foreign corporation” as defined in Section 957 of the Internal Revenue Code.

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Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation incurred after the date hereofClosing Date, if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant under a Loan Document by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act (or the application or official interpretation thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 4.08 hereof and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or security interest becomes illegal.

Excluded Taxes” means, any of the following Taxes imposed on or with respect to any Recipient  or required to be withheld or deducted from a payment to a Recipient,: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes,; (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (i) such Lender acquires such interest in thesuch Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office,; (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e); and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

Existing Credit Agreement” has the meaning specified in the recitals hereof.

Existing Letters of Credit” means the letters of credit outstanding on the Closing Date and identified on Schedule 2.03.

Facilities” means, at any time, a collective reference to the facilities and real properties owned, leased or operated by the Borrower or any of its Subsidiaries.

“Facility Termination Date” means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated, (b) all Obligations arising under the Loan Documents have been paid in full (other than contingent indemnification obligations for which no claim has been asserted), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made).

FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

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

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any intergovernmental agreement entered into between the United States and the government of another country in order to implement the requirements of Sections 1471 through 1474 of the Internal Revenue Code.

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

“Fee Letter” means the fee letter agreement dated August 29, 2019 among the Borrower, Bank of America and BofA Securities.

Fee Letters” means those certain letter agreements, each dated February 26, 2013, among the Borrower and each of the Administrative Agent and each of the Arrangers.

“First Amendment Effective Date” means February 22, 2017.

First-Tier Foreign Subsidiary” means each Foreign Subsidiary of the Borrower that is owned directly by a Loan Party.

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

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

Form 10” means the Form 10 filed by Armstrong Flooring with the Securities and Exchange Commission on October 8, 2015, including all schedules and exhibits attached thereto, as may be amended from time to time prior to the Closing Date in any manner not adverse to the Lenders in any material respect.

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

Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s pro rata share of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s pro rata share of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof.

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

Funded Indebtedness” means, as to any Person at a particular time, without duplication, the principal amount of all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

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all obligations of such Person for borrowed money, whether current or long-term (including the Obligations), and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

all purchase money Indebtedness of such Person;

the principal portion of all obligations under conditional sale or other title retention agreements relating to Property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business);

all obligations of such Person arising under standby letters of credit and similar obligations that back obligations that would constitute Indebtedness (but specifically excluding those that support performance obligations);

all obligations of such Person in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and other than obligations with respect to compensation);

all Attributable Indebtedness of such Person;

all preferred stock or other equity interests providing for mandatory redemptions, sinking fund or like payments by such Person prior to the latest Maturity Date;

all Funded Indebtedness of others secured by (or for which the holder of such Funded Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, Property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed;

all Guarantees provided by such Person with respect to Funded Indebtedness of the types specified in clauses (a) through (h) above of another Person; and

all Funded Indebtedness of the types referred to in clauses (a) through (h) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venturer and has liability for such obligations, but only to the extent there is recourse to such Person for payment thereof.

For purposes hereof, except as provided in clause (d) above, obligations arising under letters of credit and similar instruments shall not constitute Funded Indebtedness.

GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, consistently applied and as in effect from time to time, subject to Section 1.03(a) and (b).

Governmental Authority” means the government of the United States 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).

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Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness payable  by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or  to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness  of any other Person, whether or not such Indebtedness is assumed by such Person.  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a corresponding meaning.

Guaranteed Obligations” has the meaning set forthspecified in Section 4.01.

GuarantorsGuarantor” means (ia) the Borrower (for purposes of obligations of Subsidiaries(i) Obligations under Secured Swap Contracts and, (ii) Obligations under Secured Treasury Management Agreements, (iii) Obligations under Secured Bi-Lateral Letters of Credit, and (iv) any Swap Obligation of a Specified Loan Party (determined before giving effect to Section 4.01 and Section 4.08) under the Guaranty), and (iib) each Material Domestic Subsidiary of the Borrower identified as a “Guarantor” on the signature pages hereto and each other Person that joins as a Guarantor pursuant to Section 7.12, together with their successors and permitted Assignsassigns; provided, that in no event shall any Securitization Subsidiary or any Insurance Subsidiary constitute a Guarantor.

Guaranty” means the Guaranty made by the Guarantors in favor of the Administrative Agent and the Lendersholders of the Obligations pursuant to Article IV hereof.

Guaranty Joinder Agreement” means a joinder agreement by which a Domestic Subsidiary of the Borrower or other Person may become a Guarantor hereunder.  A form of Guaranty Joinder Agreement is attached as Exhibit F.

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

“HMT” has the meaning specified in the definition of “Sanctions”.

Honor Date” has the meaning set forthspecified in Section 2.03(c)(i).

“Impacted Loans” has the meaning specified in Section 3.03(a).

Incremental Add-on Term Loan Facilities” has the meaning specified in Section 2.01(dc).

“Incremental Add-on Term Loan Commitment” means, as to each Incremental Add-on Term Loan Lender under an Incremental Add-on Term Loan Facility, its obligation to make an Incremental Add-on Term Loan under such Incremental Add-on Term Loan Facility pursuant to the documentation governing such Incremental Add-on Term Loan Facility.

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“Incremental Add-on Term Loan Commitment Percentage” means, for each Incremental Add-on Term Loan Lender under an Incremental Add-on Term Loan Facility, a fraction (expressed as a percentage carried to the ninth decimal place), the numerator of which is, prior to funding of its Incremental Add-on Term Loan under such Incremental Add-on Term Loan Facility, such Incremental Add-on Term Loan Lender’s Incremental Add-on Term Loan Commitment, and after funding of its Incremental Add-on Term Loan under such Incremental Add-on Term Loan Facility, the outstanding principal amount of such Incremental Add-on Term Loan Lender’s Incremental Add-on Term Loan under such Incremental Add-on Term Loan Facility, and the denominator of which is, prior to funding of the Incremental Add-on Term Loans under such Incremental Add-on Term Loan Facility, the aggregate principal amount of the Incremental Add-on Term Loan Commitments of the Incremental Add-on Term Loan Lenders under such Incremental Add-on Term Loan Facility, and after funding of the Incremental Add-on Term Loans under such Incremental Add-on Term Loan Facility, the Outstanding Amount of the Incremental Add-on Term Loans under such Incremental Add-on Term Loan Facility.

“Incremental Add-on Term Loan Facility” has the meaning provided in Section 2.01(c).

“Incremental Add-on Term Loan Lender” means, with respect to any Incremental Add-on Term Loan Facility, each of the Persons identified as lender under such Incremental Add-on Term Loan Facility in the documentation governing such Incremental Add-on Term Loan Facility, each other Person that becomes a lender under such Incremental Add-on Term Loan Facility, and their respective successors and assigns.

“Incremental Equivalent Debt” means any Indebtedness incurred by the Borrower in the form of (a) one or more series of secured or unsecured bonds, debentures, notes or similar instruments or (b) term loans.

Incremental Revolving Loan Facility” has the meaning specifiedprovided in Section 2.01(dc).

Incremental Term Loan A” has the meaning provide in Section 2.01(d).

Incremental Term Loan B” has the meaning specified in Section 2.01(dc).

“Incremental Term Loan Commitment” means, as to each Incremental Term Loan Lender under an Incremental Term Loan Facility, its obligation to make an Incremental Term Loan under such Incremental Term Loan Facility pursuant to the documentation governing such Incremental Term Loan Facility.

“Incremental Term Loan Commitment Percentage” means, for each Incremental Term Loan Lender under an Incremental Term Loan Facility, a fraction (expressed as a percentage carried to the ninth decimal place), the numerator of which is, prior to funding of its Incremental Term Loan under such Incremental Term Loan Facility, such Incremental Term Loan Lender’s Incremental Term Loan Commitment, and after funding of its Incremental Term Loan under such Incremental Term Loan Facility, the outstanding principal amount of such Incremental Term Loan Lender’s Incremental Term Loan under such Incremental Term Loan Facility, and the denominator of which is, prior to funding of the Incremental Term Loans under such Incremental Term Loan Facility, the aggregate principal amount of the Incremental Term Loan Commitments of the Incremental Term Loan Lenders under such Incremental Term Loan Facility, and after funding of the Incremental Term Loans under such Incremental Term Loan Facility, the Outstanding Amount of the Incremental Term Loans under such Incremental Term Loan Facility.

“Incremental Term Loan Facility” has the meaning provided in Section 2.01(c).

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“Incremental Term Loan Lender” means, with respect to any Incremental Term Loan Facility, each of the Persons identified as lender under such Incremental Term Loan Facility in the documentation governing such Incremental Term Loan Facility, each other Person that becomes a lender under such Incremental Term Loan Facility, and their respective successors and assigns.

“Incremental Term Loan Maturity Date” means, with respect to any Incremental Term Loan Facility, the maturity date for such Incremental Term Loan Facility set forth in the documentation governing such Incremental Term Loan Facility.

Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

all Funded Indebtedness of such Person;

the Swap Termination Value of any Swap Contract entered into by such Person;

all Guarantees provided by such Person with respect to outstanding Indebtedness of the types specified in clauses (a) and (b) above of any other Person; and

all Indebtedness of the types referred to in clauses (a) through (c) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venturer, and has liability for such obligations, but only to the extent there is recourse to such Person for payment thereof.

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

Indemnitee” has the meaning set forthspecified in Section 11.04(b).

“Information” has the meaning specified in Section 11.07.

Insurance Subsidiary” means a Subsidiary established by the Borrower or any of its Subsidiaries for the purpose of, and to be engaged solely in the business of, insuring the businesses or facilities owned or operated by the Borrower or any of its Subsidiaries or joint ventures or to insure unrelated businesses,; provided that such unrelated business premiums do not exceed 35% of the annual premiums collected by such Subsidiary.

Interest Payment Date” means, (a) as to any Base Rate Loan (including Swing Line Loans), the last Business Day of each March, June, September and December, the applicable Maturity Date and, in the case of any Swing Line Loan, any other dates as may be mutually agreed upon by the Borrower and the Swing Line Lender, and (b) as to any Eurodollar Rate Loan, the last Business Day of each Interest Period for such Loan, the date of repayment of principal of such Loan, the applicable Maturity Date, and in addition, where the applicable Interest Period exceeds three months, the date every three months after the beginning of such Interest Period.  If an Interest Payment Date falls on a date that is not a Business Day, such Interest Payment Date shall be deemed to be the next Business Day.

Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six, and, if available to all of the relevant Lenders, twelve months thereafter (in each case, subject to availability), as selected by the Borrower in its Loan Notice, or such other

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period that is twelve months or less requested by the Borrower and consented to by all of the relevant Lenders; provided that:

any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;

no Interest Period shall extend beyond the applicable Maturity Date; and

no Interest Period with respect to a Term Loan shall extend beyond any principal amortization payment date applicable to such Term Loan, except to the extent that the portion of such Term Loan comprised of Eurodollar Rate Loans that is expiring prior to the applicable principal amortization payment date plus the portion comprised of Base Rate Loans, equals or exceeds the principal amortization payment then due.

Internal Revenue Code” means the Internal Revenue Code of 1986.

Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Capital Stock of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) an Acquisition. For purposes of covenant compliance, the amount of any Investment at any time shall be the amount actually invested, as determined at the time of each such Investment, without adjustment for subsequent increases or decreases in the value of such Investment, net of (i) any return representing a return of capital with respect to such Investment and (ii) any dividend, distribution or other return on capital with respect to such Investment.

Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any Property of the Borrower or any of its Subsidiaries.

IP Rights” has the meaning set forth in Section 6.17.

IRS” means the United States Internal Revenue Service.

ISP” means, with respect to any standby 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).

Issuer DocumentsDocument” means, with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the applicable L/C Issuer and relating to any such Letter of Credit.

Joinder AgreementsAgreement” means a Guaranty Joinder Agreement, a Lender Joinder Agreement and/or a Collateral Joinder Agreement, as appropriate.

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

L/C Advance” means, with respect to each Revolving Lender, such Revolving Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing of Revolving Loans.

“L/C Commitment” means, with respect to each L/C Issuer, the commitment of such L/C Issuer to issue Letters of Credit hereunder. The initial amount of each L/C Issuer’s L/C Commitment is set forth on Schedule 2.01, or in the Notice of Additional L/C Issuer pursuant to which such L/C Issuer becomes an L/C Issuer hereunder.  The L/C Commitment of an L/C Issuer may be modified from time to time by agreement between such L/C Issuer and the Borrower, and notified to the Administrative Agent.

L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

L/C Issuer” means with respect to a particular Letter of Credit (a) as to Existing Letters of Credit, the Lenders identified on Schedule 2.03, (b) Bank of America in its capacity as issuer of such Letter of Credit or (c) such other Lender selected by the Borrower (with the consent of such Lender and the Administrative Agent) from time to time to issue such Letter of Credit, or any successor issuer of Letters of Credit hereunder. In the event there is more than one L/C Issuer at any time, references herein and in the other Loan Documents to the L/C Issuer shall be deemed to refer to the L/C Issuer in respect of the applicable Letter of Credit or to all L/C Issuers, as the context may require.

L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.  For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06.  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.

“LCA Test Date” has the meaning specified in Section 1.03(e).

Lender” means each of the Persons identified as a “Lender” on the signature pages hereto (and, as appropriate, includes the Swing Line Lender) and each Person who joins as a Lender pursuant to the terms hereof (including, for the avoidance of doubt, any Incremental Term Loan Lender and any Incremental Add-on Term Loan Lender), together with their respective successors and assigns.

Lender Joinder Agreement” means a joinder agreement by which a Lender is joined under this Agreement to provide additional commitments in respect of the Term Loan B Commitments,, with respect to any Incremental Loan Facility, the documentation governing such Incremental Loan Facility (including any document pursuant to which any Person providing any portion of an Incremental Loan Facility or

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otherwiseunder this Agreement is joined as a party to this Agreement), in form and substance reasonably satisfactory to the Administrative Agent.

Lending Office” means, as to any Lender or the L/C Issuer, the office or offices of such LenderPerson described as such in such Lender’sPerson’s Administrative Questionnaire, or such other office or offices as a Lendersuch Person may from time to time notify the Borrower and the Administrative Agent; which office may include any Affiliate of such Person or any domestic or foreign branch of such Person or such Affiliate.

Letter of Credit” means (a) any Existing Letter of Credit and (b) each letter of credit issued hereunder.  A Letter of Credit may be a commercial letter of credit or a standby letter of credit. For the avoidance of doubt, as used herein, Letters of Credit shall not be or include Bi-Lateral Letters of Credit except as expressly provided herein.

Letter of Credit Application” means an application and agreement for the issuance or amendment of a letter of credit in the form from time to time in use by the applicable L/C Issuer.

Letter of Credit Expiration Date” means the day that is thirty (30) days prior to the Revolving Maturity Date then in effect with respect to the Revolving Loans (or, if such day is not a Business Day, the next preceding Business Day).

Letter of Credit Fee” has the meaning specified in Section 2.03(i).

“Letter of Credit Report” means a report substantially in the form of Exhibit I or any other form approved by the Administrative Agent.

Letter of Credit Sublimit” has the meaning specified in Section 2.03(a)(i).  The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Committed Amount.  

LIBORshall havehas the meaning providespecified in the definition of “Eurodollar Base Rate”.

LIBOR Screen Rate” means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine LIBOR (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).

“LIBOR Successor Rate” has the meaning specified in Section 3.03(c).

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 as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (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 LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement).

Lien” means any mortgage, pledge, hypothecation, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature

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whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).

Liquidity” means, at any time, the sum of (i) unrestricted cash and Cash Equivalents on hand, plus (ii) the aggregate unused amount of Revolving Commitments hereunder.

“Limited Condition Acquisition” means a Permitted Acquisition that is not conditioned on the availability of, or on obtaining, third party financing.

Loan” means any Revolving Loan, any Swing Line Loan or any Term Loan, and the Base Rate Loans and Eurodollar Rate Loans comprising such Loans.

Loan DocumentsDocument” means this Agreement, each Note, each Letter of Credit, each Letter of Credit Application, each Joinder Agreement, the Collateral Documents and eacheach Collateral Document, each Issuer Document and the Fee Letter.

Loan Notice” means a notice of (a) a Borrowing of Revolving Loans, Swing Line Loans, or Term LoanLoans, (b) a conversion of Revolving Loans or Term Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(b), which, if in writing, shall be substantially in the form of Exhibit A-1 or Exhibit A-2, with respect to Revolving Loans and Term Loans, and Exhibit B, with respect to Swing Line Loansas applicable, or such other form, as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

Loan PartiesParty” means, collectively, the Borrower and each Guarantor.

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

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

Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole;, (b) a material impairment of the ability of the Borrower and its Subsidiaries taken as a whole to perform their obligations under any Loan Document to which they are a party;, or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower and its Subsidiaries taken as a whole of any Loan Document to which they are a party.

Material Domestic Real Property” means (a) the real property owned in fee by any Loan Party and listed on Schedule 6.20(a)(ii) and (b) any individual real property acquired in fee by any Loan Party after the Closing Date to the extent such individual real property has a net book value in excess of $6,000,000.

Material Domestic Subsidiary” means any Domestic Subsidiary of the Borrower that individually, or together with its Subsidiaries on a consolidated basis, has assets of more than $2,000,00025,000,000; provided, that in no event shall any Insurance Subsidiary or Securitization Subsidiary constitute a Material Domestic Subsidiary.

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Material First-Tier Foreign Subsidiary” means (a) Armstrong World Industries Canada Ltd. and (b) any other First-Tier Foreign Subsidiary that individually, or together with its Subsidiaries on a consolidated basis, has assets of more than $10,000,00025,000,000; provided, however, that notwithstanding the foregoing, the following Foreign Subsidiaries shall not constitute Material First-Tier Foreign Subsidiaries: (i) any Foreign Subsidiary organized under the laws of the People’s Republic of China or any state or other political subdivision thereof or Russia or any state or other political subdivision thereof; (ii) any Insurance Subsidiary; and (iii) any other Foreign Subsidiary if a pledge of such Foreign Subsidiary’s Capital Stock violates any Law or could reasonably be expected to have an adverse effect on the business of such Foreign Subsidiary.

Maturity Date” means (a) as to the Revolving Loans, Swing Line Loans and Letters of Credit (and the related L/C Obligations), April 1, 2021the Revolving Maturity Date, (b) as to the Term Loan A, April 1, 2021, and (c) as to the Term Loan B, April 1, 2023, and (c) as to any other Term Loan (other than Term Loan A or Term Loan B) established hereunder, the date provided in the applicable Lender Joinder Agreement or other documentation establishing such Incremental Loan Loans (including any Incremental Add-on Term Loans related to the Term A Loans), the Term A Loan Maturity Date, and (c) as to any Incremental Term Loans under any Incremental Term Loan Facility (including any Incremental Add-on Term Loans related to such Incremental Term Loans), the Incremental Term Loan Maturity Date with respect to such Incremental Term Loan Facility hereunder; provided, however, that, in each case, if such date is not a Business Day, the applicable Maturity Date shall be the immediately preceding Business Day.

Maximum Rate” has the meaning specified in Section 11.09.

Minimum Collateral Amount” means, at any time, (ia) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 105% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (iib) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.14(a)(i), (a)(ii) or (a)(iii), an amount equal to 105% of the Outstanding Amount of all L/C Obligations, and (iiic) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion.

MLPF&S” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as joint lead arranger and joint book manager.

MNPI” has the meaning specified in clause (3) of the proviso to Section 2.05(a)(ii)(A).

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

Mortgaged Properties” means that real property that may become the subject of a Mortgage.

Mortgages” means those mortgages, deeds of trust, security deeds or like instruments given to secure the Obligations with regard to real property in each case as amended and modified.

Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

Net Cash Proceeds” means the aggregate cash or Cash Equivalents proceeds (including insurance proceeds and condemnation awards) received by the Borrower or any of its Subsidiaries, net of (a)

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direct costs incurred in connection therewith (including, without limitation, legal, accounting and investment banking fees, and sales commissions), (b) taxes paid or payable as a result thereof, (c) the amount necessary to retire any Indebtedness secured by a Permitted Lien on the related Property, and (d) amounts paid or reserved to fund any liabilities in connection with any Disposition and (e) for Debt Transactions, the “Net Cash Proceeds” subject to mandatory prepayment under Section 2.05(b)(iii) will be reduced by the portion thereof used or to be used for a Permitted Acquisition or to refinance other permitted Indebtedness, in each case, in the period beginning two month prior to the date of the Debt Transaction and ending two months after the date of the Debt Transaction;; it being understood and agreed that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non‑cash consideration received by the Borrower or any Subsidiary in any Disposition or Involuntary Disposition when and as received.

Non-Consenting Lender” has the meaning specified in Section 11.13.

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

Non-Extension Notice Date” has the meaning specified in Section 2.03(b)(iii).

NotesNote” means thea Revolving NotesNote, the Swing Line Note and theor a Term Loan NotesNote, as the context may require.

“Notice of Additional L/C Issuer” means a notice substantially in the form of Exhibit J or any other form approved by the Administrative Agent.

Obligations” means with respect to the Borrower and each Guarantor, collectively, (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party or any Subsidiary arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (b) all obligations under any Secured Swap Contract between the Borrower or any of its Subsidiaries, on the one hand, and any Lender or Affiliate of a Lender, on the other hand, that , to the extent such Swap Contract is permitted to be incurred pursuant to Section 8.03(d), (c) all obligations under any Secured Treasury Management Agreement between the Borrower or any of its Subsidiaries, on the one hand, and any Lender or Affiliate of a Lender, on the other hand and (d) alland (d) all obligations under any Secured Bi-Lateral Letter of Credit Obligations that are permitted under Section 8.03(f); provided that the “Obligations” of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.

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

Offer for Discounted Prepayment” has the meaning specified in Section 2.05(a)(ii)(C).

Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction);, (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement;, and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in con

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nection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

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

Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

Outstanding Amount” means (a) with respect to Revolving Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments of Revolving Loans and Swing Line Loans, as the case may be, occurring on such date;, (b) with respect to any L/C Obligations on any date, the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts;, and (c) with respect to theany Term Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any prepayments or repayments of thesuch Term LoanLoans on such date.

Overnight Rate” means, for any day, the greater of (a) the Federal Funds Rate and (b) an overnight rate determined by the Administrative Agent, the applicable L/C Issuer, or the Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation.

Participant” has the meaning specified in Section 11.06(d).

Participant Register” has the meaning specified in Section 11.06(d).

Patriot Act” has the meaning specified in Section 11.16.

PBGC” means the Pension Benefit Guaranty Corporation.

Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

Permitted Acquisitions” means InvestmentsAcquisition” means an Investment consisting of an Acquisition by a Loan Party,; provided that (ia) immediately after giving effect to such Acquisition, such Loan Party would be in compliance with Section 8.07, (iib) in the case of an Acquisition of all or substantially all of the Capital Stock of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (iii) where the Consolidated Net

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Leverage Ratio is or will be greater than 3.5:1.0, the cost (including assumed indebtedness) of all Acquisitions from the Closing Date shall not exceed $100,000,000 in the aggregate, (iv)c) subject to Section 1.03(e), no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vd) subject to Section 1.03(e), the Borrower will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (vie) the Borrower shall deliver to the Administrative Agent a compliance certificateCompliance Certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent.

Permitted InvestmentsInvestment” means, at any time, Investmentsan Investment by the Borrower or any of its Subsidiaries permitted to exist at such time pursuant to the terms of Section 8.02.

Permitted LiensLien” means, at any time, Liensa Lien in respect of Property of the Borrower or any of its Subsidiaries permitted to exist at such time pursuant to the terms of Section 8.01.

Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Borrower or, with respect to any such plan that is subject to Section 412 of the Internal Revenue Code or Title IV of ERISA, any ERISA Affiliate.

Platform” has the meaning specified in Section 7.02.

Pledge AgreementsAgreement” means (a) the Domestic Pledge Agreement, (b) the Canadian Pledge Agreement andor (c) any other pledge agreement given by any Person to the Collateral Agent to secure the Obligations, in each case as amended and modified.

Prime Rate” means the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.”  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 the “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.

Pro Forma Basis” means, for purposes of calculating the financial covenants set forth in Section 8.11, for determining the appropriate pricing level for the Applicable Rate and for determining compliance with the financial covenants in Section 8.11 immediately before and immediately after giving effect to certain transactions hereunder, including the establishment of Incremental Loan Facilities and certain Dispositions, Involuntary Dispositions, Acquisitions, Restricted Payments, Investments and the incurrence or assumption of certain Indebtedness,in respect of any Disposition, any Involuntary Disposition, any sale or other disposition that results in a Person ceasing to be a Subsidiary, any Investment that results in any Person becoming a Subsidiary, any Acquisition, any incurrence or repayment of Indebtedness, or any other transaction that, pursuant to the terms of this Agreement, requires satisfaction of a condition on a Pro Forma Basis, that such transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the most recent four fiscal quarter period preceding the date of such transaction for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b), except that for periods prior to June 30, 2017, Consolidated EBITDA and Consolidated Interest Charges shall be determined as provided in the definitions therefor.  In connection with the foregoing,: (a) with respect to any Disposition or, Involuntary Disposition or other sale or disposition pursuant to which a Person ceases to be a Subsidiary, (i) income statement and cash flow statement items (whether positive or negative) attributable to the Person or Property disposed of shall be excluded to the extent relating to

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any period occurring prior to the date of such transaction and (ii) Indebtedness which is retired shall be excluded and deemed to have been retired as of the first day of the applicable period and (b) with respect to any Acquisition or any other Investment that results in a Person becoming a Subsidiary, (i) income statement items attributable to the Person or Property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are not otherwise included in such income statement items for the Borrower and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in this Section 1.01 and (B) such items are supported by financial statements or other information reasonably satisfactory to the Administrative Agent and (ii) any Indebtedness incurred or assumed by the Borrower or any Subsidiary (including the Person or Property acquired) in connection with such transaction and any Indebtedness of the Person or Property acquired which is not retired in connection with such transaction (A) shall be deemed to have been incurred as of the first day of the applicable period and (B) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination.

Pro Rata Facilities” means (i) the Revolving Commitments and the Revolving Obligations, and (ii) the Term Loan A Commitments and the Term Loan A.

Pro Rata Lenders” means Revolving Lenders and the Term Loan A Lenders.

Pro Rata Share” means, as to each Lender at any time,: (a) with respect to the Revolving Commitments, such Lender’s Revolving Commitment Percentage; provided that if the Revolving Commitments shall have expired or been terminated, then such Lender’s Revolving Commitment Percentage shall be such Lender’s Revolving Commitment Percentage in effect immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof,; (b) with respect to the Term Loan A Loans and the Term Loan A Loan Commitments for such Term A Loans, such Lender’s Term Loan A Loan Commitment Percentage,; (c) for any Incremental Term Loan Facility, with respect to the Incremental Term Loans under such Incremental Term Loan BFacility and the Incremental Term Loan B Commitments for such Incremental Term Loans, such Lender’s Incremental Term Loan B Commitment Percentage, and (d for such Incremental Term Loan Facility; (d) for any Incremental Add-on Term Loan Facility, with respect to the Incremental Add-on Term Loans under such Incremental Add-on Term Loan Facility and the Incremental Add-on Term Loan Commitments for such Incremental Add-on Term Loans, such Lender’s Incremental Add-on Term Loan Commitment Percentage for such Incremental Add-on Term Loan Facility; and (e) with respect to the aggregate amount of Loans and L/C Obligations hereunder, a percentage (carried out to the ninth decimal place) equal to such Lender’s share of the Aggregate Commitments; provided that if the Aggregate Commitments shall have expired or been terminated, then asuch amount shall be a percentage (expressed as a percentage, carried out to the ninth decimal place) equal to such Lender’s share of the aggregate amount of Loans and L/C Obligations outstanding.  The initial Pro Rata Shares of each Lender with respect to the Revolving Commitments and the Term A Loans is set forth opposite the name of such Lender on Schedule 2.01.

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

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

Public Indenture” means any indenture executed by the Borrower pursuant to which Public Notes have been or will be issued.

Public Lender” has the meaning specified in Section 7.02.

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Public Notes” means any senior unsecured notes issued by the Borrower after the Closing Date pursuant to an offering consummated in accordance with the Securities Act of 1933 or pursuant to an offering registered under the Securities Act of 1933.

“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).

“QFC Credit Support” has the meaning specified in Section 11.21.

“Qualified Acquisition” means a Permitted Acquisition (or series of related Permitted Acquisitions consummated in any six (6)-month period) for which the aggregate consideration is at least $250,000,000; provided that for any Permitted Acquisition or series of Permitted Acquisitions to qualify as a “Qualified Acquisition,” the Administrative Agent shall have received, prior to, or concurrently with, the consummation of such Permitted Acquisition (or, in the case of a series of Permitted Acquisitions, prior to, or concurrently with the consummation of the first Permitted Acquisition in such series of Permitted Acquisitions), a certificate from a Responsible Officer of the Borrower certifying that such Permitted Acquisition or series of Permitted Acquisitions meet the criteria set forth in this definition and notifying the Administrative Agent that the Borrower has elected to treat such Permitted Acquisition or series of Permitted Acquisitions as a “Qualified Acquisition”.

Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and, in each case, can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Recipient” means the Administrative Agent, any Lender, the L/C Issuer and any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.

Register” has the meaning specified in Section 11.06(c).

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

“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 for the purpose of recommending a benchmark rate to replace LIBOR in loan agreements similar to this Agreement.

“Removal Effective Date” has the meaning specified in Section 10.06(b).

Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty day notice period has been waived.

Repricing Transaction” means the incurrence by the Borrower or any of its Subsidiaries of any new or additional term loans (whether issued pursuant to an amendment to this Agreement or pursuant to a separate financing) that is broadly marketed or syndicated to institutional investors in financings similar to the Term Loan B (i) having an effective interest rate margin or weighted average yield (to be determined by the Administrative Agent consistent with generally accepted financial practice, after giving effect to, among other factors, margins, upfront or similar fees or original issue discount shared with all lenders or holders thereof, but excluding the effect of any arrangement, structuring, syndication or other

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fees payable in connection therewith that are not shared with all lenders or holders thereof) that is less than the Applicable Rate for, or weighted average yield (to be determined by the Administrative Agent on the same basis) of, the Term Loan B and (ii) the proceeds of which are used to repay, in whole or in part, principal of the outstanding Term Loan B.

Request for Credit Extension” means (a) with respect to a Borrowing of Revolving Loans or Term Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Borrowing of a Swing Line Loan, a Swing Line Loan Notice.

Request for Solicitation” has the meaning specified in Section 2.05(a)(ii)(B).

Required Lenders” means, as of any date of determination, Lenders having Total Credit Exposures representing more than fifty percent (50%) of the Aggregate Commitments, or if the Commitments shall have expired or been terminated, Lenders having in the aggregate more than fifty percent (50%) of the outstanding Loans and L/C Obligations (including, in each case, the aggregate amount of each Lender’s participation interests in L/C Obligations and Swing Line Loans); provided that the Commitments of, and the portion of the applicable Obligations held or deemed held by,Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be excluded for purposes of making determinations of “disregarded in determining Required Lenders” hereunder. at any time; provided that the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or the L/C Issuer, as the case may be, in making such determination.

Required Pro Rata Lenders” means, as of any date of determination, Lenders having more than more than fifty percent (50%) of the sum of

(i)the Aggregate Revolving Commitments or, if the Revolving Commitments shall have expired or been terminated, the Total Revolving Outstandings (including, in each case, the aggregate principal amount of each such Lender’s participation interests in L/C Obligations and Swing Line Loans); plus

(ii)the Term Loan A Commitments, or, after funding thereof, the Outstanding Amount of the Term Loan A (including, for purposes hereof, additional commitments and loans established under any Incremental Term Loan A);

provided, that the loans and commitments of Defaulting Lenders shall be disregarded for purposes of determining Required Pro Rata Lenders hereunder.

Required Revolving Lenders” means, as of any date of determination, Revolving Lenders having Total Revolving Exposures representing more than fifty percent (50%) of the Aggregate Revolving Commitments or, if the Revolving Commitments shall have expired or been terminated,Total Revolving Exposures of all Revolving Lenders having more than fifty percent (50%) of the Total Revolving Outstandings (including, in each case, the aggregate principal amount of each Revolving Lender’s participation interests in L/C Obligations and Swing Line Loans); provided that the Revolving Commitments of, and the portion of the Total Revolving Outstandings held or deemed held by,.  The Total Revolving Exposure of any Defaulting Lender shall be excluded for purposes of making determinations ofdisregarded in determining Required Revolving Lenders. at any time; provided that the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or the L/C Issuer, as the case may be, in making such determination.

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Required Term Loan A Lenders” means, as of any date of determination, Lenders having more than fifty percent (50%) of the aggregate principal amount of Term Loan A Commitments; provided that the Term Loan A Commitments held or deemed held by any Defaulting Lender shall be excluded for purposes of making determinations of Required Term Loan A Lenders.

Required Term A Loan B Lenders” means, as of any date of determination, Term A Loan Lenders having Total Term A Loan Exposures representing more than fifty percent (50%) of the aggregate principal amount of Term Loan B Commitments; provided that the Term Loan B Commitments held or deemed held byTotal Term A Loan Exposures of all Term A Loan Lenders.  The Total Term A Loan Exposure of any Defaulting Lender shall be excluded for purposes of making determinations ofdisregarded in determining Required Term A Loan B Lenders at any time.

“Resignation Effective Date” has the meaning specified in Section 10.06(a).

Responsible Officer” means, for a Loan Party, the chief executive officer, president, chief financial officer, vice president, treasurer or controller, and solely for purposes of certifications of corporate documents and incumbency certificates provided hereunder or in connection herewith, the secretary or an assistant secretary, and solely for purposes of notices of borrowing, payments, prepayments and the like under Article II, any other officer or employee so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent.  Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.  To the extent requested by the Administrative Agent, each Responsible Officer will provide an updated incumbency certificate and appropriate authorization documentation, in form and substance reasonably satisfactory to the Administrative Agent.

Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to the Capital Stock of the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Capital Stock or of any option, warrant or other right to acquire any such Capital Stock.

Revolving Commitment” means, as to each Revolving Lender, its obligation to (a) make Revolving Loans pursuant to Section 2.01(a), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans.  The amount of the initial Revolving Commitments is identified on Schedule 2.01.

Revolving Commitment Percentage” means, for each Revolving Lender, a fraction (expressed as a percentage carried to the ninth decimal place), the numerator of which is such Revolving Lender’s Revolving Committed AmountCommitment and the denominator of which is the aggregate principal amount of theAggregate Revolving CommitmentsCommitted Amount.  The initial Revolving Commitment Percentages are set out in Schedule 2.01.

Revolving Committed Amount” means, for each Revolving Lender, the amount of such Revolving Lender’s Revolving Commitment.  The initial Revolving Committed Amounts are set out in Schedule 2.01.

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“Revolving Exposure” means, as to any Lender at any time, the sum of (a) the aggregate principal amount of the Revolving Loans of such Lender at such time, plus (b) such Lender’s participation in L/C Obligations at such time, plus (c) such Lender’s participation in Swing Line Loans at such time.

Revolving Lenders” means those Lenders with Revolving Commitments, together with theirLender” means, at any time, (a) so long as any Revolving Commitment is in effect, any Person that has a Revolving Commitment at such time, (b) if the Aggregate Revolving Committed Amount has expired or is terminated, any Person that has Revolving Exposure at such time, and (c) in each case, their respective successors and permitted assigns.  The initial Revolving Lenders are identified on the signature pages hereto and are set out in Schedule 2.01.

Revolving Loan” has the meaning specified in Section 2.01(a).

“Revolving Maturity Date” means September 30, 2024; provided that, if such date is not a Business Day, the Revolving Maturity Date shall be the immediately prior Business Day.

Revolving NotesNote” has the meaning specified in Section 2.11(a).

Revolving Obligations” means Revolving Loans, Swing Line Loans and L/C Obligations.

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

Sale and Leaseback Transaction” means, with respect to the Borrower or any Subsidiary, any arrangement, directly or indirectly, with any person whereby the Borrower or such Subsidiary shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

Sanctions” means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, or Her Majesty’s Treasury (“HMT”), the Government of Canada or other relevant sanctions authority.

“Scheduled Unavailability Date” has the meaning specified in Section 3.03(c).

SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Second Amendment” means that certain Second Amendment to Credit Agreement, Amendment to Security Agreement, Amendment to Domestic Pledge Agreement and Amendment to Canadian Pledge Agreement, dated as of the Second Amendment Effective Date, by and among the Borrower, the Guarantors party thereto, the Lenders party thereto, and Bank of America, as Administrative Agent and Collateral Agent.

“Second Amendment Effective Date” means September 30, 2019.

“Secured Bi-Lateral Letter of Credit” means any Bi-Lateral Letter of Credit not prohibited by this Agreement issued by a Bi-Lateral Letter of Credit Lender.

“Secured Party Designation Notice” means a notice substantially in the form of Exhibit K, or any other form approved by the Administrative Agent.

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“Secured Swap Contract” means any Swap Contract not prohibited by this Agreement between the Borrower or any Subsidiary, on the one hand, and any Swap Bank, on the other hand.

“Secured Treasury Management Agreement” means any Treasury Management Agreement between the Borrower or any of its Subsidiaries, on the one hand, and any Treasury Management Bank, on the other hand.

Securitization Indebtedness” means any Indebtedness under any Securitization Transaction.

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

Securitization Subsidiary” means, with respect to any Person, any special purpose subsidiary or affiliate to which such Person sells, conveys or otherwise transfers, or grants a Lien on Securitization Receivables pursuant to a Securitization Transaction.

Securitization Transaction” means any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which the Borrower or any Affiliate of the Borrower may sell, convey or otherwise transfer, or grant a Lien on, accounts, payments, receivables, accounts receivable, rights to future lease payments or residuals or similar rights to payment and in each case any related assets (the “Securitization Receivables”) to a Securitization Subsidiary.

Security Agreement” means the amended and restated security agreement dated as of the Closing Date executed in favor of the Collateral Agent by each of the Loan Parties.

“SOFR” with respect to any 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 the Federal Reserve Bank of New York’s website (or any successor source) and, in each case, that has been selected or recommended by the Relevant Governmental Body.

“SOFR-Based Rate” means SOFR or Term SOFR.

Solvent” or “Solvency” means, with respect to any Person as of a particular date, that on such date (a) such Person is generally able to pay its debts and other liabilities, contingent obligations and other commitments as they mature, (b) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s Property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage, (c) the fair value of the Property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person and (d) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay all liabilities of such Person on its debts as they become absolute and matured.  In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Event of Default” means any Event of Default pursuant to Section 9.01(a), Section 9.01(f) or Section 9.01(g).

Specified Loan Party” has the meaning specified in Section 4.08.

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Spinoff” means the spinoff transaction by the Borrower of its resilient flooring and wood flooring segments, various related legal entities, and certain of its corporate assets and liabilities, whether through one or a series of related transactions, as further described in the Form 10, pursuant to which Armstrong Flooring will become a separately traded public company.

Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Capital Stock having ordinary voting power for the election of directors or other governing body (other than Capital Stock having such power only by reason of the happening of a contingency) are at the time beneficially owned, directly, or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Supported QFC” has the meaning specified in Section 11.21.

“Swap Bank” means any Person in its capacity as a party to a Swap Contract that, (a) at the time it enters into a Swap Contract with the Borrower or any Subsidiary that is permitted by this Agreement, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Swap Contract with the Borrower or any Subsidiary that is permitted by this Agreement, in each case, in its capacity as a party to such Swap Contract (even if such Person ceases to be a Lender or such Person’s Affiliate ceases to be a Lender); provided that, in the case of a Secured Swap Contract with a Person who is no longer a Lender (or Affiliate of a Lender), such Person shall be considered a Swap Bank only through the stated termination date (without extension or renewal) of such Secured Swap Contract; provided, further, that for any of the foregoing to be included as a “Secured Swap Contract” on any date of determination by the Administrative Agent, the applicable Swap Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent prior to such date of determination.

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

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

Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as de

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termined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

Swing Line Lender” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

Swing Line Loan” has the meaning specified in Section 2.04(a).

Swing Line Loan Notice” means a notice of a Borrowing of Swing Line Loans pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

Swing Line Note” has the meaning specified in Section 2.11(a).

Swing Line Sublimit” has the meaning specified in Section 2.04(a).  The Swing Line Sublimit is part of, and not in addition to, the Aggregate Revolving Committed Amount.

Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing arrangement whereby the arrangement is considered borrowed money indebtedness for tax purposes but is classified as an operating lease or does not otherwise appear on a balance sheet under GAAP.

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

Term Loan” means the Term Loan A, the Term Loan B and any term loan established under the Incremental Loan Facilities.

Term Loan A Loan” has the meaning specified in Section 2.01(b).

Term Loan A Loan Commitment” means, for each Term Loan A Loan Lender, the commitment of such Term Loan A Loan Lender to make a portion of the Term Loan A hereunder; provided that, at any time after the funding of the Term Loan A, determinations of “Required Lenders” and “Required Term Loan A Lenders” shall be based on the Outstanding Amount of the Term Loan A.Term A Loan hereunder.  The aggregate amount of the Term A Loan Commitments of all Term A Loan Lenders on the Second Amendment Effective Date is FIVE HUNDRED MILLION DOLLARS ($500,000,000). The amount of the Term A Loan Commitments is identified on Schedule 2.01.

Term Loan A Loan Commitment Percentage” means, for each Term Loan A Loan Lender, a fraction (expressed as a percentage carried to the ninth decimal place), the numerator of which is, prior to funding of theits Term Loan A Loan, such Term Loan A Loan Lender’s Term A Loan A Committed AmountCommitment, and after funding of theits Term A Loan A, is the outstanding principal amount of such Term A Loan Lender’s Term Loan A Loan, and the denominator of which is, prior to funding of the Term Loan A Loans, the aggregate principal amount of the Term Loan A Loan Commitments of the Term A Loan Lenders, and after funding of the Term Loan A Loans, the Outstanding Amount of the Term Loan A Loans.  The initial Term Loan A Loan Commitment Percentages are set out in Schedule 2.01.

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Term Loan A Committed Amount” means, for each Term Loan A Lender, the amount of such Term Loan A Lender’s Term Loan A Commitment.  The amount of each initial Term Loan A Committed Amount is identified on Schedule 2.01.

Term Loan A Loan Lender” means those Lenders with Term Loan A Commitments, together with (a) at any time on or prior to the Second Amendment Effective Date, each Person with a Term A Loan Commitment at such time, (b) at any time after the Second Amendment Effective Date, each Person holding a Term A Loan at such time, and (c) in each case, their successors and permitted assigns.  The initial Term Loan A Loan Lenders are identified on the signature pages hereto and on Schedule 2.01.

“Term A Loan Maturity Date” means September 30, 2024; provided that if such date is not a Business Day, the Term A Loan Maturity Date shall be the immediately prior Business Day.

Term Loan” means a Term A Note” has the meaning specified in Section 2.11(a)Loan, an Incremental Term Loan or an Incremental Add-on Term Loan, as the context may require.

Term Loan B” has the meaning specified in Section 2.01(c).

Term Loan B Commitment” means, for each Term Loan B Lender, the commitment of such Term Loan B Lender to make a portion of the Term Loan B hereunder; provided that, at any time after the funding of the Term Loan B, determinations of “Required Lenders” and “Required Term Loan B Lenders” shall be based on the Outstanding Amount of the Term Loan B.

Term Loan B Commitment Percentage” means, for each Term Loan B Lender, a fraction (expressed as a percentage carried to the ninth decimal place), the numerator of which is, prior to funding of the Term Loan B, such Term Loan B Lender’s Term Loan B Committed Amount, and after funding of the Term Loan B, is the outstanding principal amount of such Lender’s Term Loan B, and the denominator of which is, prior to funding of the Term Loan B, the aggregate principal amount of the Term Loan B Commitments, and after funding of the Term Loan B, the Outstanding Amount of the Term Loan B.  The Term Loan B Commitment Percentages as of the First Amendment Effective Date are set out in Schedule 2.01.

Term Loan B Committed Amount” means, for eachCommitment” means a Term A Loan Commitment, an Incremental Term Loan B Lender, the amount of suchCommitment or an Incremental Add-on Term Loan B Lender’s Term Loan B Commitment.  The Term Loan B Committed Amounts as of the First Amendment Effective Date are set out in Schedule 2.01, as the context may require.

Term Loan B Lender” means those Lenders witha Term A Loan Lender, an Incremental Term Loan B Commitments, together with their successors and permitted assigns.  TheLender or an Incremental Add-on Term Loan B LendersLender, as of the First Amendment Effective Date are set out in Schedule 2.01context may require.

Term Loan B Note” has the meaning specified in Section 2.11(a).

Term Loan Commitments” means (i) the Term Loan A Commitments, (b) the Term Loan B Commitments, and (ii) any term loan commitments established under the Incremental Loan Facilities, provided that in any such case, at any time after the funding of the respective term loan, determinations of “Required Lenders” and required lenders for the particular tranche of term loan thereby established shall be based on the Outstanding Amount of the term loan.

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Term Loan Notes” means the Term Loan A Notes, the Term Loan B Notes and any other promissory notes given to evidence Term Loans established under the Incremental Loan Facilities.

“Term SOFR” means the forward-looking term rate for any period that is approximately (as determined by the Administrative 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 by the Administrative Agent from time to time in its reasonable discretion.

“Total Credit Exposure” means, as to any Lender at any time, the sum of (a) the unused Commitments of such Lender at such time, plus (b) the Revolving Exposure of such Lender at such time, plus (c) the Outstanding Amount of all Term Loans of such Lender at such time.

“Total Revolving Exposure” means, as to any Revolving Lender at any time, the sum of (a) the unused Revolving Commitment of such Revolving Lender at such time, plus (b) the Revolving Exposure of such Revolving Lender at such time.

Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans, all Swing Line Loans and all L/C Obligations.

“Total Term A Loan Exposure” means, as to any Term A Loan Lender at any time, the Outstanding Amount of such Term A Loan Lender’s Term A Loan at such time.

Treasury Management Agreement” means any agreement governing the provision of treasury or cash management services, including deposit accounts, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, purchasing card, travel card, account reconciliation, overdraft and reporting and trade finance services.

“Treasury Management Bank” means any Person in its capacity as a party to a Treasury Management Agreement that, (a) at the time it enters into a Treasury Management Agreement with a Borrower or any Subsidiary, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Treasury Management Agreement with the Borrower or any Subsidiary, in each case in its capacity as a party to such Treasury Management Agreement (even if such Person ceases to be a Lender or such Person’s Affiliate ceases to be a Lender); provided that for any of the foregoing to be included as a “Secured Treasury Management Agreement” on any date of determination by the Administrative Agent, the applicable Treasury Management Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent prior to such date of determination.

Type” means, with respect to any Revolving Loan or any Term Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

UCP” means, with respect to any commercial Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).

Uniform Commercial Code” or “UCC” means the Uniform Commercial Code in effect in any applicable jurisdiction from time to time.

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

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

“U.S. Special Resolution Regimes” has the meaning specified in Section 11.21.

U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).

Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

Voting Stock” means, with respect to any Person, Capital Stock issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

WAVE” means the unincorporated joint venture established pursuant to that Joint Venture Agreement dated March 23, 1992, between Armstrong Ventures, Inc. and Worthington Industries, Inc.

Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

Section 1.02Other Interpretive Provisions.

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have the same meaning and effect as the word “shall”.  Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory, rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all assets and properties of whatever kind, tangible and intangible, real and personal, including cash, securities, accounts and contract rights.

(b)The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

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(c)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(d)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(e) To the extent that any of the representations and warranties contained in Article VI under this Agreement or in any of the other Loan Documents is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 5.02(a) and the qualifier “in any material respect” contained in Section 9.01(d) shall not apply.

(e)Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, or disposition, or similar term, shall be deemed to apply to a division of or by a limited liability company, in each case within the meaning of applicable Law, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), in each case within the meaning of applicable Law, as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, or disposition, or similar term, as applicable, to, of or with a separate Person.  Any Person resulting from such a division of a limited liability company shall constitute a separate Person hereunder (and any Person resulting from such a division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute a separate Person).

Section 1.03Accounting Terms.

(a)Generally.  Except as otherwise specifically prescribed herein, all accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements.  Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded., and (ii) all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015. For purposes of determining the amount of any outstanding Indebtedness in connection with this Agreement, no effect shall be given to any change in accounting for leases pursuant to GAAP resulting from the implementation of Financial Accounting Standards Board ASU No. 2016–02, Leases (Topic 842), to the extent such adoption would require recognition of a lease liability where such lease (or similar arrangement) would not have required a lease liability under GAAP as in effect on December 31, 2015.  Notwithstanding anything herein to the contrary, with respect to determining the permissibility of the incurrence of any Indebtedness, the proceeds of such Indebtedness shall not be counted as “unrestricted cash” for purposes of clause (a)(ii) of the definition of Consolidated Net Leverage Ratio or clause (a)(ii) of the definition of Consolidated Net Secured Leverage Ratio.

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(b)Changes in GAAP.  The Borrower will provide a written summary of material changes in GAAP and in the consistent application thereof with each annual and quarterly Compliance Certificate delivered in accordance with Section 7.02(a).  If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower, on the one hand, or the Required Lenders or, if the change affects the financial covenants in Section 8.11(a) or the definitions therein, the Required Pro Rata Lenders, on the other hand, shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders or the Required Pro Rata Lenders, as appropriate); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(c) All calculations of the financial covenants in Section 8.11 shall be made on a Pro Forma Basis.

(c)Pro Forma Calculations.  Notwithstanding anything to the contrary contained herein, all calculations of the Consolidated Net Leverage Ratio (including for purposes of determining the Applicable Rate), the Consolidated Net Secured Leverage Ratio and the Consolidated Net Interest Coverage Ratio shall be made on a Pro Forma Basis with respect to all applicable transactions occurring during the applicable period of four consecutive fiscal quarters most recently ended for which annual or quarterly financial statements have been delivered in accordance with the provisions of Section 7.01(a) and 7.01(b) to which such calculation relates.

(d)Consolidation of Variable Interest Entities.  All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

(e)Limited Condition Acquisitions.  Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any basket, financial ratio or test (including any Consolidated Net Leverage Ratio test, any Consolidated Net Secured Leverage Ratio test or any Consolidated Net Interest Coverage Ratio test), (ii) the absence of a Default or an Event of Default, or (iii) a determination as to accuracy of the representations and warranties contained in this Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, in each case in connection with the consummation of a Limited Condition Acquisition, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, (A) on the date of the execution of the definitive agreement with respect to such Limited Condition Acquisition (such date, the “LCA Test Date”), or (B) on the date on which such Limited Condition Acquisition is consummated, in either case, after giving effect to the relevant Limited Condition Acquisition and any related transaction to occur in connection therewith on a Pro Forma Basis; provided that notwithstanding the foregoing, in connection with any Limited Condition Acquisition: (1) the condition set forth in clause (c) of the proviso to the definition of Permitted Acquisition shall be satisfied if (x) no Default or Event of Default shall have occurred and be continuing as of the applicable LCA Test Date, and (y) no Specified Event of Default shall have occurred and be continuing at the time of consummation of such Limited Condition Acquisition; (2) if the proceeds of an Incremental Term Loan or an Incremental Add-on Term Loan are being used to finance such Limited Condition Acquisition, then (x) the condition set forth in clause (iii) of the proviso to Section 2.01(c) and Section 5.02(a) shall be required

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to be satisfied at the time of closing of the Limited Condition Acquisition and funding of such Incremental Term Loan Facility or Incremental Add-on Term Loan Facility, as applicable, but, if the Incremental Term Loan Lenders providing such Incremental Term Loans or the Incremental Add-on Term Loan Lenders providing such Incremental Add-on Term Loans, as applicable, so agree, the representations and warranties which must be accurate at the time of closing of the Limited Condition Acquisition and funding of such Incremental Term Loan Facility or such Incremental Add-on Term Loan Facility, as applicable, may be limited to customary “specified representations”, customary “specified purchase agreement representations” and such other representations and warranties as may be required by such Incremental Term Loan Lenders or such Incremental Add-on Term Loan Lenders, and (y) the condition set forth in clause (ii) of the proviso to Section 2.01(c) and Section 5.02(b) shall, if and to the extent the Incremental Term Loan Lenders providing such Incremental Term Loan Facility or the Incremental Add-on Term Loan Lenders providing such Incremental Add-on Term Loan Facility, as applicable, so agree, be satisfied if (I) no Default or Event of Default shall have occurred and be continuing as of the applicable LCA Test Date, and (II) no Specified Event of Default shall have occurred and be continuing at the time of the funding of such Incremental Term Loan Facility or such Incremental Add-on Term Loan Facility, as applicable, in connection with the consummation of such Limited Condition Acquisition; and (3) such Limited Condition Acquisition and the related Indebtedness to be incurred in connection therewith and the use of proceeds thereof shall be deemed incurred and/or applied at the LCA Test Date (until such time as the Indebtedness is actually incurred or the applicable definitive agreement is terminated without actually consummating the applicable Limited Condition Acquisition) and outstanding thereafter for purposes of determining compliance on a Pro Forma Basis (other than for purposes of determining compliance on a Pro Forma Basis in connection with the making of any Restricted Payment) with any financial ratio or test (including any Consolidated Net Leverage Ratio test, any Consolidated Net Secured Leverage Ratio test, any Consolidated Net Interest Coverage Ratio test, or any calculation of the financial covenants set forth in Section 8.11) (it being understood and agreed that for purposes of determining compliance on a Pro Forma Basis in connection with the making of any Restricted Payment, the Borrower shall demonstrate compliance with the applicable test both after giving effect to the applicable Limited Condition Acquisition and assuming that such transaction had not occurred).  For the avoidance of doubt, if any of such ratios or amounts for which compliance was determined or tested as of the LCA Test Date are thereafter exceeded or otherwise failed to have been complied with as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios or amounts will not be deemed to have been exceeded or failed to be complied with as a result of such fluctuations solely for purposes of determining whether the relevant Limited Condition Acquisition is permitted to be consummated or taken.  Except as set forth in clause (2) in the proviso to the first sentence in this Section 1.03(e) in connection with the use of the proceeds of an Incremental Term Loan or an Incremental Add-on Term Loan to finance a Limited Condition Acquisition (and, in the case of such clause (2), only if and to the extent the Incremental Term Loan Lenders for such Incremental Term Loan Facility or the Incremental Add-on Term Loan Lenders for such Incremental Add-on Term Loan Facility, as applicable, so agree as provided in such clause (2)), it is understood and agreed that this Section 1.03(e) shall not limit the conditions set forth in Section 5.02 with respect to any proposed Credit Extension, in connection with a Limited Condition Acquisition or otherwise.

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Section 1.04Rounding.

  Any financial ratios required to be maintained pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.05Times of Day.

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

Section 1.06Letter of Credit Amounts.

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

ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS

Section 2.01Revolving Loans and Term Loans.

(a)Revolving Loans.  Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Borrowing of Revolving Loans, (i) with regard to the Revolving Lenders collectively, the Total Revolving Outstandings shall not exceed TWOFIVE HUNDRED MILLION DOLLARS ($200,000,000500,000,000) (as such amount may be increased or decreased in accordance with the provisions hereof, the “Aggregate Revolving Committed Amount”) and (ii) with regard to each Revolving Lender individually, such Revolving Lender’s Pro Rata Share of Total Revolving OutstandingsExposure  shall not exceed such Revolving Lender’s Revolving Commitment.  Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01.  Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

(b)Term Loan A Loans.  Subject to the terms and conditions set forth herein, the Term Loan A Loan Lenders, severally and not jointly, agree to make an advance to the Borrower in Dollars on the Closing Date of their Pro Rata Share of a term loan (the “Term Loan A”) in the aggregate principal amount of SIX HUNDRED MILLION DOLLARS ($600,000,000)Second Amendment Effective Date (each such advance, a “Term A Loan”) in amount not to exceed such Term A Loan Lender’s Term A

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Loan Commitment.  A Term A Loan Lender shall make its Term A Loan to the Borrower on the Second Amendment Effective Date by (i) continuing its term loan A outstanding under the Existing Credit Agreement immediately prior to the Second Amendment Effective Date, (ii) reclassifying its portion of the term loan B outstanding under the Existing Credit Agreement immediately prior to the Second Amendment Effective Date into a like amount of its Term A Loan (or any portion thereof), and/or (iii) making an additional advance to the Borrower in Dollars on the Second Amendment Effective Date.  The Term Loan A Loans may consist of Base Rate Loans, Eurodollar Rate Loans, or a combination thereof, as the Borrower may request.  Amounts repaid on the Term Loan A Loans may not be reborrowed.

(c) Term Loan B.  On the Closing Date, the Term Loan B Lenders, severally and not jointly, agree to make an advance to the Borrower in Dollars of their Pro Rata Share of a term loan (the “Term Loan B”) in an original aggregate principal amount of TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000).  The Term Loan B may consist of Base Rate Loans, Eurodollar Rate Loans, or a combination thereof, as the Borrower may request.  Amounts repaid on the Term Loan B may not be reborrowed.

(c)(d) Incremental Loan Facilities.  At any time on or after the ClosingSecond Amendment Effective Date, the Borrower may, on written notice to the Administrative Agent, establish additional credit facilities with Lenders or other lenders who shall become Lenders (collectivelyeach, theanIncremental Loan FacilitiesFacility”) by increasing the Aggregate Revolving Committed Amount or establishing other revolving credit commitments (the “Incremental Revolving Loan Facility”), increasing the amount of the Term Loan A (the “Loans or any then-existing Incremental Term Loan A”), increasingFacility (any such increase to the amount of the Term Loan B (the “A Loans or to the amount of any then-existing Incremental Term Loan BFacility, an “Incremental Add-on Term Loan Facility”, and any loan thereunder, an “Incremental Add-on Term Loan”), or establishing aone or more new tranches of term loan or loans as provided herein(each such tranche, an “Incremental Term Loan Facility”, and any loan thereunder, an “Incremental Term Loan”); provided that, with respect to the establishment of any such Incremental Loan Facility:

(i)(A) the aggregate principal amount of loans and commitments for all Incremental Loan Facilities established after the Closing DateSecond Amendment Effective Date, plus (B) the aggregate principal amount of loans and commitments for all Incremental Equivalent Debt incurred after the Second Amendment Effective Date, shall not exceed the greater of (A) THREE HUNDRED MILLION DOLLARS ($300,000,000) or (B) up to a Consolidated Net Secured Leverage Ratio of 2.5:1.0Available Incremental Amount;

(ii)no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, except that where the Incremental Loan Facility shall have been established to finance a Permitted Acquisition, no Default or Event of Default under clauses (a), (f) or (g) of Section 9.01 shall have occurred and be continuing;

(iii)the representations and warranties of the Borrower and each other Loan Party contained in Article VI and in each of the other Loan Documentsor any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all in material respects (or in all respects, if already qualified by materiality) on and as of the effective date of establishment of thesuch Incremental Loan Facility, except to the extent that:

such representations and warranties (A)where the Incremental Loan Facility shall have been established to finance a Permitted Acquisition, the Borrower shall affirm that all such representations and warranties are true and correct, but only the representa

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tions and warranties in Sections 6.01(a), 6.02(a) and (c), 6.03, 6.14, 6.16 and 6.18 must be true and correct for purposes of the initial loans and extensions of credit thereunder; and

(B)to the extent such representations and warranties specifically refer to an earlier date, the representations and warrantiesin which case they shall be true and correct in all material respects (or in all respects, if already qualified by materiality) as of such earlier date;

(iv)the Borrower shall demonstrate compliance with the financial covenants in Section 8.11 after giving effect thereto on a Pro Forma Basis (excluding for purposes hereof the cash proceeds from any such Incremental Loan Facility being established and assuming for purposes hereof that the entire amount of the Incremental Loan Facility is fully drawn and funded) and the sizing condition therefor in clause (i) hereinabove, and provide a compliance certificateCompliance Certificate from a Responsible Officer confirming satisfaction of such conditions, in form and detail reasonably satisfactory to the Administrative Agent, together with supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent;

(v)lenders providing loans and commitments for such Incremental Loan Facility will provideexecute a Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative Agent;

(vi)upfront and/or arrangement fees, if any, in respect of the new commitments or loans so established, shall be paid; and

(vii)to the extent necessary in the reasonable judgment of the Administrative Agent, amendments to each of the Collateral Documents, if any, and related documents or agreements shall have been made, in each case in a manner reasonably satisfactory to the Administrative Agent.

In connection with establishment of any Incremental Loan Facility, (1) none of the Lenders or their affiliates shall have any obligation to provide commitments or loans for any Incremental Loan Facility without their prior written approval, (2) neither the Administrative Agent nor any of the Arrangers shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (3) Schedule 2.01 will be deemed to be revised to reflect the Lenders, Loans, Commitments and pro rata shares or percentages after giving effect to the establishment of such Incremental Loan Facility.

(d)(e) Additional Conditions for Establishment of Incrementalan Increase in the Aggregate Revolving Loan FacilityCommitted Amount.  In addition to the requirements of Section 2.01(d), establishment of an Incrementalany increase in the Aggregate Revolving Loan FacilityCommitted Amount is subject to the following additional conditions:

(i)any such increase will be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof;

(ii)any new lender providing loans and commitments for the Incremental Revolving Loan Facilitiessuch increase must be reasonably acceptable to the L/C Issuer and the Swing Line Lender; and

(iii)if any Revolving Loans are outstanding at the time of establishment of the Incremental Revolving Loan Facilityany such increase, the Borrower will make such payments and

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adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.05) as may be necessary to give effect to the revised commitment amounts and Pro Rata Shares, it being agreed that the Administrative Agent shall, in consultation with the Borrower, manage the allocation of the revised Pro Rata Shares to the existing Eurodollar Rate Loans in such a manner as to minimize the break-funding amounts so payable by the Borrower.

Any Incremental Revolving Loan Facility established by way of increasingincrease in the Aggregate Revolving Commitments under Section 2.01(a)Committed Amount shall be a part of the Revolving Loans and Revolving Commitments hereunder subject to the same terms and conditions without distinction from the Revolving Loans and Revolving Commitments existing prior to their establishment, except as may be expressly provided in connection therewith (such as any upfront fees, different interest rate or different later final maturity date); provided that the final maturity date of any Incremental Revolving Loan Facility shall be no earlier than the final maturity date of the then existing Revolving Loans and Revolving Commitment.such increase.

(e)(f) Additional Conditions for Establishment of an Incremental Add-on Term Loan AFacility.  In addition to the requirements of Section 2.01(d), establishment of an Incremental Add-on Term Loan AFacility is subject to the following additional conditions:

(i)any such increaseIncremental Add-on Term Loan Facility will be in a minimum principal amount of $20,000,000 and integral multiples of $5,000,000 in excess thereof;

(ii)the Borrower will make such payments and adjustments on the applicable tranche of Term Loan ALoans being increased (including payment of any break-funding amounts owing under Section 3.05) as may be necessary to give effect to the revised commitment amounts and pro rata shares or percentages, it being agreed that the Administrative Agent shall, in consultation with the Borrower, manage the allocation of the revised pro rata shares to the existing Eurodollar Rate Loans in such a manner as to minimize the break-funding amounts so payable by the Borrower; and

(iii)in the case of an increase in the amount of thethe establishment of an Incremental Add-on Term Loan AFacility after the first principal amortization payment date for the applicable tranche of Term Loans being increased, adjustments will be made to the schedule of amortization payment provided in Section 2.07(c)payments for such tranche of Term Loans, as appropriate, to give effect thereto such that payments of principal, interest and other amounts will be made on the same basis as for the underlyingapplicable tranche of Term Loan ALoans being increased and the principal amortization payments made to the holders of thesuch Term Loan ALoans will be not less than that which was payable prior to giving effect to the establishment of such Incremental Add-on Term Loan Facility.

Any Incremental Add-on Term Loan AFacility established under Section 2.01(d) shall be a part of the Term Loan A hereunderapplicable tranche of Term Loans being increased and subject to the same terms and conditions without distinction from thesuch Term Loan ALoans existing prior to their establishment, except as may be expressly provided in connection therewith (such as upfront fees, different interest rate or different later final maturity date); provided that the final maturity date of any Incremental Term Loan A shall be no earlier than the final maturity date of the then existing Term Loan A..

(f)(g) Additional Conditions for Establishment of an Incremental Term Loan BFacility.  In addition to the requirements of Section 2.01(d), establishment of an Incremental Term Loan BFacility is subject to the following additional conditions:

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(i)any such increaseIncremental Term Loan Facility will be in a minimum principal amount of $20,000,00050,000,000 and integral multiples of $5,000,00010,000,000 in excess thereof;

(ii) the Borrower will make such payments and adjustments on the Term Loan B (including payment of any break-funding amounts owing under Section 3.05) as may be necessary to give effect to the revised commitment amounts and pro rata shares or percentages, it being agreed that the Administrative Agent shall, in consultation with the Borrower, manage the allocation of the revised pro rata shares to the existing Eurodollar Rate Loans in such a manner as to minimize the break-funding amounts so payable by the Borrower; and

(iii) in the case of an increase in the amount of the Term Loan B after the first principal amortization payment date, adjustments will be made to the schedule of amortization payment provided in Section 2.07(d), as appropriate, to give effect thereto such that payments of principal, interest and other amounts will be made on the same basis as for the underlying Term Loan B and the principal amortization payments made to the holders of the Term Loan B will be not less than that which was payable prior to giving effect to the Incremental Loan Facility.

(ii)Anythe Incremental Term Loan B established under Section 2.01(d) shall be a part of the Term Loan B hereunder subject to the same terms and conditions without distinction from the Term Loan B existing prior to their establishment, except as may be expressly provided in connection therewith (such as upfront fees, different interest rate or different later final maturity date); provided that the final maturity date of anyMaturity Date for such Incremental Term Loan BFacility shall be no earlier than the finalthen-latest maturity date of the then existing Term Loan B.for any then-existing tranche of Term Loans, and the average weighted life-to-maturity of the Incremental Term Loans under such Incremental Term Loan Facility shall be no shorter than the remaining average weighted life-to-maturity for any then-existing Term Loans; and

(h) Additional Conditions for Establishment of Incremental Term Loan Facilities.  In addition to the requirements of Section 2.01(d), establishment of another term loan is subject to the following additional conditions:

(i) any such Term Loan or increase in the amount of an existing Term Loan (other than the Term Loan A and Term Loan B) will be in a minimum principal amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof;

(ii) if the aggregate amount of loans and commitments under another term loan established hereunder is being increased, the Borrower will make such payments and adjustments on the term loan (including payment of any break-funding amounts owing under Section 3.05) as may be necessary to give effect to the revised commitment amounts and percentages, it being agreed that the Administrative Agent shall, in consultation with the Borrower, manage the allocation of the revised commitment percentages to the existing Eurodollar Rate Loans in such a manner as to minimize the break-funding amounts so payable by the Borrower;

(iii) in the case of an increase in the amount of another term loan established hereunder after the first principal amortization payment date, adjustments will be made to the schedule of amortization payment provided in Section 2.07, as appropriate, to give effect thereto such that payments of principal, interest and other amounts will be made on the same basis as for the underlying term loan and the principal amortization payments made to the holders of the existing underlying term loan will be not less than that which was payable prior to giving effect to the Incremental Loan Facility;

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(iv) the new term loan being established will have a final maturity date that is at least six (6) months beyond the final maturity date for the Term Loan B (or other term loan established as an Incremental Loan Facility hereunder) and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the Term Loan B (or other term loan established as an Incremental Loan Facility hereunder) from such date;

(v) it is acknowledged that pricing for the new term loans established as an Incremental Loan Facility hereunder may have pricing that is higher or lower than pricing applicable to the Term Loan B (or other term loan established as an Incremental Loan Facility hereunder); provided that the all-in-yield of each such new term loan shall be as provided in the amendment and joinder agreements pursuant to which the such new term loan is established (it being understood that the “all-in-yield” shall be determined after taking into account original issue discount (assuming a four year average life), fees (other than bona fide arrangement, underwriting, structuring or similar fees not generally shared with the applicable Lenders) and interest rate (including any applicable LIBOR floor)), and provided further that in the event that the all-in-yield for such new term loan is fifty basis points (0.50%) or more greater than the all-in-yield for the Term Loan B (or other term loan previously established as an Incremental Loan Facility hereunder), then the all-in-yield for the Term Loan B (or other term loan previously established as an Incremental Loan Facility hereunder) will be increased such that after giving effect thereto the all-in-yield for the Term Loan B (or other term loan established as an Incremental Loan Facility hereunder) is fifty basis points (0.50%) or less than the all-in-yield for the new term loan; and

(iii)(vi) except with respect to pricing and to maturity, and amortization (weighted average life-to-maturity) and pricing as provided hereinabove, any additional term loan established pursuant to this clause (h),such Incremental Term Loan Facility shall have terms that are the same as, or less restrictive than, those for theapplicable to any then-existing tranche of Term Loan BLoans.

For purposes of this subsection only, any Lender’s share of any new term loan established hereunder will be deemed to include all upfront or similar fees or original issue discount (amortized over the life of such term loan) payable to all Lenders of such term loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders of such term loans.

In connection with the establishment of any Incremental Term Loan Facility, this Agreement may be amended to incorporate additional terms (including customary “MFN” protections, soft call protection, and excess cash flow mandatory prepayments, in each case, that may be applicable solely with respect to any proposed Incremental Term Loan Facility) or conditions (including any additional conditions to the release of Collateral as provided in Section 7.14(e)) to the extent such terms or conditions are required by the Incremental Term Loan Lenders for such Incremental Term Loan Facility, with any such amendment requiring only the approval of the Loan Parties, such Incremental Term Loan Lenders and the Administrative Agent.

Section 2.02Borrowings, Conversions and Continuations of Loans.

(a)(i)Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (x) telephone, or (y) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of an Loan Notice.  Each such Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to the requested date of any Borrowing, conversion or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate

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Loans to Base Rate Loans, and (B) one Business Day prior to the requested date of each Borrowing or conversion of Base Rate Loans (or, in the case of Borrowings on the Closing Date, such shorter period as to which the Administrative Agent may consent); provided, however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them.  Not (and not later than 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders.  Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by an authorized officer of the Borrowerapplicable Lenders).  Each Borrowing, conversion or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding).  Except as provided in Sections 2.03(c), 2.04(b) and 2.04(c), each Borrowing or conversion of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding).  Each Loan Notice (whether telephonic or written) shall specify (A1) whether the Borrower’s request is with respect to Revolving Loans or a Term Loan, Term A Loans, Incremental Term Loans or Incremental Add-on Term Loans and whether the Borrower is requesting a Borrowing of such Loans, a conversion of such Loans from one type to the other, or a continuing of such Loans, (B2) the requested date of the Borrowing, conversion or continuation (which shall be a Business Day), (C3) the principal amount of Loans to be borrowed, converted or continued, (D4) the Type of Loans to be borrowed or to which existing Loans are to be converted and (E5) if applicable, the duration of the Interest Period with respect thereto.  If the Borrower fails to specify a Type of a Loan in a Loan Notice or fails to give timely notice of a request for conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans.  Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans.  If the Borrower requests a Borrowing, conversion or continuation of Eurodollar Rate Loans in any Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.  Notwithstanding anything to the contrary herein, this Section 2.02 shall not apply to Swing Line Loans.

(ii)Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Loans.  Each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice.  Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Credit Extension, on the Second Amendment Effective Date, the conditions set forth in Section 5.013 of the Second Amendment), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date of a Borrowing of Revolving Loans, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the

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payment in full of any such L/C Borrowings and second, shall be made available to the Borrower as provided above.

(iii)The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate.  The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.  At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime ratethe Prime Rate used in determining the Base Rate promptly following the public announcement of such change.

(b) The Borrower shall have the option, on any Business Day, to extend existing Loans into a subsequent permissible Interest Period or to convert Loans into Loans of another interest rate type; provided, however, that (i) except as provided in Section 3.05, Eurodollar Rate Loans may be converted into Base Rate Loans or extended as Eurodollar Rate Loans for new Interest Periods only on the last day of the Interest Period applicable thereto, (ii) Loans extended as, or converted into, Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (iii) any request for continuation or conversion of a Eurodollar Rate Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month.  Each such continuation or conversion shall be effected by the Borrower by giving a Loan Notice (or telephonic notice promptly confirmed in writing) to the office of the Administrative Agent specified in Section 11.02, or at such other office as the Administrative Agent may designate in writing, prior to 11:00 a.m., on the Business Day of, in the case of the conversion of a Eurodollar Rate Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the continuation of a Eurodollar Rate Loan as, or conversion of a Base Rate Loan into, a Eurodollar Rate Loan, the date of the proposed continuation or conversion, the Loans to be so extended or converted, the types of Loans into which such Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto.  In the event the Borrower fails to request continuation or conversion of any Eurodollar Rate Loan in accordance with this Section, or any such conversion or continuation is not permitted or required by this Section, then such Eurodollar Rate Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto.  The Administrative Agent shall give each Lender notice as promptly as practicable of any such proposed continuation or conversion affecting any Revolving Loan.

(b)(c) After giving effect to all Borrowings, conversions and continuations of Revolving Loans,, there shall not be more than (i) five (5) Interest Periods in effect with respect to Revolving Loans, (ii) five (5) Interest Periods in effect with respect to the Term Loan A, Loans (including any Incremental Add-on Term Loans relating to the Term A Loans), and (iii) five (5) Interest Periods in effect with respect to the Term Loan B, and (iv) five (5) Interest Periods in effect with respect to any Term Loan (other than the Term Loan A or the Term Loan B) established under the Incremental Loan Facilities.Incremental Term Loans under any Incremental Term Loan Facility (including any Incremental Add-on Term Loans related to such Incremental Term Loans).

(c)(d) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

Section 2.03Letters of Credit.

(a)The Letter of Credit Commitment.

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(i)Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit issued by it; and (B) the Revolving Lenders severally agree to participate in Letters of Credit hereunder for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) with regard to the Revolving Lenders collectively, the Total Revolving Outstandings shall not exceed the Aggregate Revolving Committed Amount, (x) with regard to each Revolving Lender individually, such Revolving Lender’s Pro Rata Share of Total Revolving OutstandingsExposure shall not exceed such Revolving Lender’s Revolving Commitment and, (y) the Outstanding Amount of the L/C Obligations shall not exceed the lesser of ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) (and the Aggregate Revolving Committed Amount (such lesser amount, the “Letter of Credit Sublimit”) and (z) the aggregate amount of the outstanding Letters of Credit issued by any L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment.  Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence.  Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.  Existing Letters of Credit shall be deemed to have been issued hereunder and shall be subject to and governed by the terms and conditions hereof.

(ii)An L/C Issuer shall not issue any Letter of Credit if:

(A)subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Revolving Lenders have approved such expiry date; or

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

(iii)An L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good faith deems material to it;

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(B)the issuance of such Letter of Credit would violate any Laws or one or more policies of such L/C Issuer;

(C)except (I1) as otherwise agreed by the Administrative Agent and such L/C Issuer or (II2) in respect of an Existing Letter of Credit and any replacements thereof, such Letter of Credit is in an initial face amount less than $100,000, in the case of a commercial Letter of Credit, or $250,000, in the case of a standby Letter of Credit;

(D)such Letter of Credit is to be denominated in a currency other than Dollars; or

(E)any Lender is at such time a Defaulting Lender, whether on account of a failure to fund its obligations under Section 2.03(c) or otherwise, unless Adequate Assurance has been provided.

(iv)An L/C Issuer shall not amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

(v)An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(vi)An L/C Issuer shall be under no obligation to issue or amend any Letter of Credit if such L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, on or prior to the Business Day prior to the requested date of issuance or amendment of such Letter of Credit, that one or more applicable conditions contained in Section 5.02 shall not then be satisfied.

(vii)Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.

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

(i)Requests for Issuance.  Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower.  Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by other means acceptable to the L/C Issuer.  Such Letter of Credit Application must be received by the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least five Business Days prior to the proposed issuance date or date of amendment, as the case may be, or such later date and time as the

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Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion.  In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as such L/C Issuer may require.  In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable L/C Issuer: (A1) the Letter of Credit to be amended; (B)2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such L/C Issuer may require.  Additionally, the Borrower shall furnish to the applicable L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may require.

(ii)Issuance.  Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof.  Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.02 shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices.  Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Pro Rata Share times the amount of such Letter of Credit.

(iii)Auto-Extension Letters of Credit.  If the Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer 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 L/C Issuer, the Borrower shall not be required to make a specific request to such L/C Issuer for any such extension.  Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if (A) such L/C Issuer 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 clauses (ii) and (iii) of Section 2.03(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 Adminis

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trative Agent that the Required Revolving Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or any Loan Party that one or more of the applicable conditions specified in Section 5.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.

(iv)Reporting by L/C Issuer.  Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.  On a monthly basis, each L/C Issuer shall deliver to the Administrative Agent a complete list of all outstanding Letters of Credit issued by such L/C Issuer as provided in Section 2.03(f).

(c)Drawings and Reimbursements; Funding of Participations.

(i)Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Letter of Credit, the applicable L/C Issuer shall notify the Borrower and the Administrative Agent thereof.  The applicable L/C Issuer shall notify the Borrower of the amount of the drawing promptly following the determination thereof, and in any event no later than 9:00 a.m. on the Honor Date (as hereafter defined).  Not later than 11:00 a.m. on the date of any payment by the applicable L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse such L/C Issuer in an amount equal to the amount of such drawing.  If the Borrower fails to so reimburse the applicable L/C Issuer by such time, such L/C Issuer shall promptly notify the Administrative Agent, whereupon the Administrative Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Revolving Lender’s Pro Rata Share thereof.  In such event, the Borrower shall be deemed to have requested a Borrowing of Revolving Loans that are Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, the amount of the unutilized portion of the Aggregate Revolving Committed Amount or the conditions set forth in Section 5.02.  Any notice given by the applicable L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)Each Revolving Lender (including any Revolving Lender acting as the L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the applicable L/C Issuer in Dollars at the Administrative Agent’s Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit the funds so received to the applicable L/C Issuer.

(iii)With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Revolving Loans that are Base Rate Loans for any reason, the Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.  In such event, each Revolving Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in

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such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 2.03.

(iv)Until each Revolving Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Lender’s Pro Rata Share of such amount shall be solely for the account of such L/C Issuer.

(v)Each Revolving Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, (C) noncompliance with the conditions set forth in Section 5.02 or (D) any other occurrence, event or condition, whether or not similar to any of the foregoing.  No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the applicable L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi)If any Revolving Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect.  A certificate of the applicable L/C Issuer submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive, absent manifest error.

(d)Repayment of Participations.

(i)At any time after the applicable L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Lender such Revolving Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Revolving Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s L/C Advance was outstanding) in Dollars and in the same funds as those received by the Administrative Agent.

(ii)If any payment received by the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Lender, at a rate per annum equal to the applicable Overnight Rate from time to time

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in effect.  The obligations of the Revolving Lenders under this clause shall survive the payment in full of the ObligationsFacility Termination Date and the termination of this Agreement.

(e)Obligations Absolute.  The obligation of the Borrower to reimburse the applicable L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

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

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

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

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

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

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

(f)Role of L/C Issuer.  Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.  None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any of the respective correspondents, participants or assignees of the L/C Issuers shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders, the Revolving Lenders, or the Required Revolving Lenders, the Pro Rata Lenders or the Required Pro Rata Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or

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Issuer Document.  The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any of the respective correspondents, participants or assignees of the L/C Issuers, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.  In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.  The L/C Issuer may send a Letter of Credit or conduct communications with beneficiaries by way of the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message, by overnight courier or by other commercially reasonable means.  Each L/C Issuer shall provide to the Administrative Agent a list of outstanding Letters of Credit (together with amounts) issued by it on a monthly basis (and upon the request of the Administrative Agent); the Administrative Agent shall provide a copy of such list to any Lender upon request.

(g)Cash Collateral.  

(i)(i) Upon the request of the Administrative Agent, (A) if the applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (B) if, as of the Letter of Credit Expiration Date, any Letter of Credit for any reason remains outstanding and partially or wholly undrawn, the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be).

(ii)(i) In addition, if the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all L/C Obligations at such time exceeds 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall Cash Collateralize the L/C Obligations in an amount equal to the amount by which the Outstanding Amount of all L/C Obligations exceeds the Letter of Credit Sublimit.

(iii)(ii) Sections 2.05, 2.14, 9.02(c) and 9.03 set forth certain additional requirements to deliver Cash Collateral hereunder.

(h)Applicability of ISP and UCP.  Unless otherwise expressly agreed by the applicable L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit.

(i)Letter of Credit Fees.  The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Pro Rata Share, in Dollars, a Letter of Credit fee

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(the “Letter of Credit Fee”) (i) for each commercial Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit and (ii) for each standby Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit.  For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06.  Letter of Credit Fees shall be (iA) computed on a monthly basis in arrears and (iiB) due and payable on the fifth (5th) Business Day after the end of each month, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.  If there is any change in the Applicable Rate during any month, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such month that such Applicable Rate was in effect.  Notwithstanding anything to the contrary contained herein, (i1) upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate, and (ii2) Defaulting Lenders shall not be entitled to the Letter of Credit Fee as provided in Section 2.15.

(j)Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer.  The Borrower shall pay directly to the applicable L/C Issuer for its own account, (i) a one timeone-time fronting fee for each commercial Letter of Credit issued by it (other than Existing Letters of Credit) equal to one-eighth of one percent (1/8%) times the amount of such commercial Letter of Credit, due and payable at the time of issuance and (ii) a fronting fee with respect to each standby Letter of Credit issued by it in an amount equal to one-eighth of one percent (1/8%) per annum on the daily amount available to be drawn thereunder, due and payable monthly in arrears on the fifth (5th) Business Day after the end of each month, commencing with the first such date to occur after the issuance of such standby Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.  For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06.  In addition, the Borrower shall pay directly to the applicable L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect.  Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(k)Conflict with Issuer Documents.  In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(l)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 Borrower shall be obligated to reimburse the applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit.  The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

(m)Existing Letters of Credit.  Notwithstanding anything herein to the contrary, each Existing Letter of Credit shall be deemed to have been issued hereunder.

(n)Letter of Credit Reports.  Unless otherwise agreed by the Administrative Agent, each L/C Issuer shall, in addition to its notification obligations set forth elsewhere in this Section 2.03, provide the Administrative Agent a Letter of Credit Report, as set forth below:

(i)reasonably prior to the time that such L/C Issuer issues, amends, renews, increases or extends a Letter of Credit, the date of such issuance, amendment, renewal, increase or ex

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tension and the stated amount of the applicable Letters of Credit after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed);

(ii)on each Business Day on which such L/C Issuer makes a payment pursuant to a Letter of Credit, the date and amount of such payment;

(iii)on any Business Day on which the Borrower fails to reimburse a payment made pursuant to a Letter of Credit required to be reimbursed to such L/C Issuer on such day, the date of such failure and the amount of such payment;

(iv)on any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such L/C Issuer; and

(v)for so long as any Letter of Credit issued by an L/C Issuer is outstanding, such L/C Issuer shall deliver to the Administrative Agent (A) on the last Business Day of each calendar month, (B) at all other times a Letter of Credit Report is required to be delivered pursuant to this Agreement, and (C) on each date that (1) an L/C Credit Extension occurs or (2) there is any expiration, cancellation and/or disbursement, in each case, with respect to any such Letter of Credit, a Letter of Credit Report appropriately completed with the information for every outstanding Letter of Credit issued by such L/C Issuer.

(o)Additional L/C Issuers. Any Lender may become an L/C Issuer upon receipt by the Administrative Agent of a fully executed Notice of Additional L/C Issuer which shall be signed by the Borrower, the Administrative Agent and each L/C Issuer.  Such new L/C Issuer shall provide its L/C Commitment in such Notice of Additional L/C Issuer and upon the receipt by the Administrative Agent of the fully executed Notice of Additional L/C Issuer, the defined term L/C Commitment shall be deemed amended to incorporate the L/C Commitment of such new L/C Issuer.

Section 2.04Swing Line Loans.

(a)Swing Line Facility.  Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed TWENTY-FIVEthe lesser of FIFTY MILLION DOLLARS ($25,000,000) (50,000,000) and the Aggregate Revolving Committed Amount (such lesser amount, the “Swing Line Sublimit”) at any time outstanding, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C Obligations of the Swing Line Lender in its capacity as a Revolving Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) with regard to the Revolving Lenders collectivity, the Total Revolving Outstandings shall not exceed the Aggregate Revolving Committed Amount, and (ii) with regard to each Revolving Lender individually (other than the Swing Line Lender), such Revolving Lender’s Pro Rata Share of Total Revolving OutstandingsExposure shall not exceed such Revolving Lender’s Revolving Commitment.  Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04.  Each Swing Line Loan shall bear interest at such rate mutually agreed to between the Borrower and the Swing Line Lender or, in the absence of such mutual agreement, shall be a Base Rate Loan.  Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Pro Rata Share times the amount of such Swing Line Loan.

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(b)Borrowing Procedures.  Each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by a Loan Notice with a request for Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Loan Notice for Swing Line Loan Notice.  Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $250,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day.  Each such telephonic Loan Notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by an authorized officer of the Borrower.  Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.  Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.  The Swing Line Lender shall not be under any obligation to make a Swing Line Loan if any Lender is at such time a Defaulting Lender, whether on account of a failure to fund its obligations under Section 2.04(b)(iic) or otherwise, unless such Lender shall have provided Adequate Assurance.

(c)Refinancing of Swing Line Loans.

(i)The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably requests and authorizes the Swing Line Lender to so request on its behalf), that each Revolving Lender make a Revolving Loan that is a Base Rate Loan in an amount equal to such Revolving Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding.  Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, the unutilized portion of the Aggregate Revolving Committed Amount or the conditions set forth in Section 5.02.  The Swing Line Lender shall furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent.  Each Revolving Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii)If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Loans in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Lender’s payment to the Administrative Agent for the account of

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the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii)If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect.  A certificate of the Swing Line Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive, absent manifest error.

(iv)Each Revolving Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, (C) non-compliance with the conditions set forth in Section 5.02 or (D) any other occurrence, event or condition, whether or not similar to any of the foregoing.  No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d)Repayment of Participations.

(i)At any time after any Revolving Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

(ii)If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate.  The Administrative Agent will make such demand upon the request of the Swing Line Lender.  The obligations of the Revolving Lenders under this clause shall survive the payment in full of the ObligationsFacility Termination Date and the termination of this Agreement.

(e)Interest for Account of Swing Line Lender.  The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans.  Until each Revolving Lender funds its Revolving Loans that are Base Rate Loans or risk participation pursuant to this Section 2.04 to refinance such Revolving Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.

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(f)Payments Directly to Swing Line Lender.  The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

Section 2.05Prepayments.

(a)Voluntary Prepayments.

(i)   Voluntary Prepayments at Par.  Voluntary prepayments may be made on any Loans hereunder selected by the Borrower on a pro rata basis to the Lenders in accordance with their respective interests therein and, except as set forth in clause (d) below, at par without premium or penalty (except, in the case of Loans other than Base Rate Loans, amounts payable pursuant to Section 3.05); provided that:

(A) (i)(A) (1) in the case of Loans other than Swing Line Loans, (x1) notice thereof must be received by 11:00 a.m. by the Administrative Agent at least three Business Days prior to the date of prepayment, in the case of Eurodollar Rate Loans and (y2) one Business Day prior to the date of prepayment, in the case of Base Rate Loans, and (2B) any such prepayment shall be a minimum principal amount of (x1) $5,000,000 and integral multiples of $1,000,000 in excess thereof, in the case of Eurodollar Rate Loans and (y2) $1,000,000 and integral multiples of $500,000 in excess thereof, in the case of Base Rate Loans, or, in each case, the entire remaining principal amount thereof, if less; and

(B) (ii) in the case of Swing Line Loans, (1A) notice thereof must be received by the Swing Line Lender by 1:00 p.m. on the date of prepayment (with a copy to the Administrative Agent), and (2B) any such prepayment shall be in the same minimum principal amounts as for advances thereof (or any lesser amount that may be acceptable to the Swing Line Lender).

All such notices must be in a form acceptable to the Administrative Agent and each such notice of voluntary prepayment hereunder shall be irrevocable and shall specify the date and amount of prepayment and the Loans and Types of Loans that are being prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans; provided, however, that the Borrower may rescind any notice of voluntary prepayment hereunder if such prepayment would have resulted from a refinancing of all of the Loans and Commitment, and such refinancing shall not have been consummated or shall otherwise have been delayed.  The Administrative Agent will give prompt notice to the applicable Lenders of any prepayment on the Loans and the Lender’s interest therein.  Prepayments of Eurodollar Rate Loans hereunder shall be accompanied by accrued interest on the amount prepaid and breakage amounts, if any, under Section 3.05.

(ii) Voluntary Prepayments at a Discount.  

(A) Notwithstanding anything to the contrary contained herein (including the provisions of Sections 2.05(a)(i), 2.05(c)(i)(A), 2.12(a) and 2.13), voluntary prepayments may be made on any Term Loan selected by the Borrower on a non-pro rata basis to the Lenders in respect of such Term Loan at a discount to par value by purchase as provided herein; provided that

(1) no such prepayment may be made with proceeds from Credit Extensions hereunder,

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(2) all such prepayments must be offered to all Lenders with the affected Term Loan on the same terms for all such Lenders,

(3) The Borrower shall have confirmed that at the time of the prepayment, it does not have any material non-public information (“MNPI”) that either has not been disclosed to the Lenders (other than those which have elected not to receive such MNPI) or would reasonably be expected to have a material effect on, or otherwise be material to, the market price of such Term Loan or a Lender’s decision to participate in any such discounted voluntary prepayment, and

(4) (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (ii) the Borrower will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on a Pro Forma Basis, (iii) the Borrower and its Domestic Subsidiaries will have Liquidity of at least $50,000,000 after giving effect thereto on a Pro Forma Basis, (iv) the conditions for Credit Extensions under subsections (a) and (b) of Section 5.02 are or can be satisfied on such date, and (v) the Borrower shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent.

(B) In any such case, the Borrower will provide written notice to the Administrative Agent of its interest in making a prepayment on the Term Loan at a discount to par (a “Request for Solicitation”), including an indication of the subject Term Loan, an estimate of the amount of the prepayment (or a range thereof), an indication of the discount to par requested (or range thereof) and the proposed date of prepayment which shall be not less than ten Business Days following the Request for Solicitation, together with a non-refundable fee of $2,500 payable to the Administrative Agent with each such request.  Requests for Solicitation may not be made until at least five Business Days have lapsed from completion of the process for any previous Request for Solicitation, or three Business Days if the previous request did not generate any Offers for Discounted Prepayment.

(C) The Administrative Agent will promptly notify the Lenders with the affected Term Loans promptly upon receipt of any such Request for Solicitation.  Interested Lenders must provide a written offer for prepayment to the Administrative Agent (an “Offer for Discounted Prepayment”) within three Business Days of the Request for Solicitation, including therein the principal amount of the subject Term Loan (which may be all or part of the Term Loan held by the offering Lender) as to which the Lender is willing to accept prepayment and the discount to par as to which it is willing to accept.  Lenders that have failed to timely provide any such Offer for Discounted Prepayment shall be deemed not to have provided an Offer for Discounted Prepayment.  Any such Offer for Discounted Prepayment shall be effective for at least four Business Days and shall be irrevocable.

(D) The Administrative Agent will notify the Borrower promptly upon receipt of any such Offers for Discounted Prepayment.  The Borrower may accept as many or as few of the Offers for Discounted Prepayment by written notice to the Administrative Agent within two Business Days following receipt of notice of the Offers for Discounted Prepayment; provided that (i) such offers must be accepted in descending order of discount (that is, the Borrower must accept the greatest discount first, then the next greatest discount, and so on), and (ii) in the case of a tie, the prepayment must be applied on a pro

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rata basis to the offering Lenders based on the principal amount of the Loans offered for prepayment.  The Administrative Agent will notify the Lenders that provided Offers for Discounted Prepayment as to whether or not their offer was accepted and, in the case of acceptance, the principal amount subject to prepayment.  The Borrower will make the prepayment not more than ten Business Days following the Request for Solicitation by payment of the discounted principal amount to the Administrative Agent for distribution to the respective Lenders.

(E) The Administrative Agent will give notice to the Lenders of the affected Term Loan of all such prepayments, including the undiscounted principal amount of the prepayment.

(F) In each such case, (i) the undiscounted principal amount of the affected Loan which is the subject of the prepayment will be deemed paid, redeemed and canceled for all purposes and no longer outstanding, (ii) the Borrower will also pay the accrued but unpaid interest on the Loans subject to the prepayment based on the undiscounted principal amount thereof, and (iii) the undiscounted principal amount of the prepayment will be applied pro rata to remaining scheduled principal amortization payments of the affected Term Loan.

(b)Mandatory Prepayments.

(i)Revolving Commitments.  If at any time (A) the Total Revolving Outstandings shall exceed the Aggregate Revolving Committed Amount, (B) the Outstanding Amount of L/C Obligations shall exceed the Letter of Credit Sublimit, or (C) the Outstanding Amount of Swing Line Loans shall exceed the Swing Line Sublimit, the Borrower shall immediately prepay the Total Revolving Outstandings and/or Cash Collateralize L/C Obligations in an amount equal to such excess; provided, however, that, except with respect to clauses (A) and (C) above, L/C Obligations will not be Cash Collateralized hereunder until the Revolving Loans and Swing Line Loans have been paid in full.

(ii)Dispositions.  The Borrower shall make prepayment onof the Loan ObligationsLoans within five Business Days following receipt of Net Cash Proceeds required to be prepaid pursuant to the provisions hereof in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received from any Disposition or Involuntary Disposition by the Borrower or any of its Subsidiaries, to the extent (A) such proceeds are not reinvested in properties or assets within fifteen months of the date of such Disposition or Involuntary Disposition (or, if the Borrower or any of its Subsidiaries enters into a commitment to reinvest such Net Cash Proceeds within fifteen months of the date of such Disposition or Involuntary Disposition, within fifteen months of the date of such commitment) and (B) the aggregate amount of such proceeds that are not reinvested (or committed to be reinvested) in accordance with clause (A) hereof exceeds $25,000,000 in any fiscal year.

(iii)Debt Transactions.  The Borrower shall make prepayment onof the Loan ObligationsLoans immediately in an amount equal to the percentage ofone hundred percent (100%) of the Net Cash Proceeds of Debt Transactions in excess of $200,000,000 (for all such Debt Transactions from the Closing Date, and not in any instance) as shown below:received by the Borrower or any Subsidiary in connection with any Debt Transaction.

 

Consolidated Net Leverage Ratio

Percent

 

 

>  3.0:1.0

100%

 

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≤  3.0:1.0

0%

 

 

The Borrower will make any such prepayments in respect of Debt Transactions within five Business Days of receipt.

(iv) Excess Cash Flow.  The Borrower shall make prepayment on the Loan Obligations in an amount equal to the percentage of Consolidated Excess Cash Flow for fiscal years ending December 31, 2016 and thereafter as shown below:

 

Consolidated Net Leverage Ratio

Percent

 

 

>  3.5:1.0

50%

 

 

<  3.5:1.0

0%

 

 

For the fiscal year ending December 31, 2016, Consolidated Excess Cash Flow shall be calculated for the nine-month period beginning April 1, 2016, and for entire fiscal years thereafter, Consolidated Excess Cash Flow shall be calculated for the twelve-month period.  Where on application of a mandatory prepayment, the Borrower will cross a threshold for a lower percentage level, prepayment will be made to the point at which the threshold will be crossed before credit is given for the lower percentage level.  The Borrower will make any such prepayment in respect of Consolidated Excess Cash Flow annually within five Business Days of the date by which delivery of the annual Compliance Certificate under Section 7.02(a) is due.

(c)Application of Prepayments.  Within each Loan, prepayments will be applied first to Base Rate Loans, then to Eurodollar Rate Loans in direct order of Interest Period maturities.  In addition:

(i)Voluntary Prepayments.

(A) Voluntary Prepayments at Par.  Voluntary prepayments under Section 2.05(a)(i) above shall be applied to such Loans and to such installments of such Loans as specified by the Borrower; and.

(B) Voluntary Prepayments at a Discount.  Voluntary prepayments under Section 2.05(a)(ii) above shall be applied to the affected Term Loan as provided therein and will serve to reduce remaining principal amortization payments on a pro rata basis as provided in Section 2.05(a)(ii)(F).

(ii)Mandatory Prepayments.

(A)Mandatory prepayments under Section 2.05(b)(i) in respect of the Revolving Commitments will be to the Administrative Agent for application to the Revolving Obligations (without a permanent reduction in commitments thereunder);.

(B)Mandatory prepayments under Section 2.05(b)(ii) in respect of Dispositions and Involuntary Dispositions, and Section 2.05(b)(iii) in respect of Debt Transactions, will be applied, first, ratably to the Term Loans until paid in full, and thensecond, to the Revolving Obligations (without a permanent reduction in commitments thereunder).  Amounts applied on athe Term LoanLoans will be applied pro rata to remaining principal amortization installments; and thereof.