(e) Each New Lender, if any, by delivering its signature page to this Amendment on the Amendment Effective Date and assuming Revolving Commitments and Revolving Loans in accordance with Section 3(c) hereof, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative Agent or any Lenders, as applicable, on the Amendment Effective Date.

	ITRON METERING SOLUTIONS LUXEMBOURG
		By
			/s/ Joel Vach
			Name: Joel Vach
			Title:   Class A Manager

	JPMORGAN CHASE BANK, N.A., as a U.S. Issuing Lender, a Multicurrency Issuing Lender, a Multicurrency Swingline Lender and a Lender
		By
			/s/ Lynn Braun
			Name: Lynn Braun
			Title:   Executive Director

		By
			/s/ Leni Welsch
			Name: Leni Welsch
			Title:   Director

		By
			/s/ Martin Rohan
			Name: Martin Rohan
			Title:   Senior Vice President

 

ARTICLE I DEFINITIONS			1
	Section 1.1	Defined Terms	1
	Section 1.2	Other Definitional Provisions	4450
	Section 1.3	Accounting Terms	4550
	Section 1.4	Time References	4651
	Section 1.5	Execution of Documents	4651
	Section 1.6	Redenomination of Certain Foreign Currencies and Computation of Dollar Amounts; Exchange Rates; Currency Equivalents; Alternate Funding Office	4651
	Section 1.7	Alternative Currencies	4853
	Section 1.8	Limited Condition Acquisitions	5156
	Section 1.9	Rates	5257
	Section 1.10	Divisions	57
	Section 1.11	Interest Rates; LIBOR Notification	57
ARTICLE II THE LOANS; AMOUNT AND TERMS			5259
	Section 2.1	Revolving Loans	5259
	Section 2.2	Term Loan	5562
	Section 2.3	Letter of Credit Subfacility	5764
	Section 2.4	Swingline Loan Subfacility	6168
	Section 2.5	Fees	6471
	Section 2.6	Commitment Reductions	6571
	Section 2.7	Prepayments	6672
	Section 2.8	Default Rate and Payment Dates	6975
	Section 2.9	Conversion Options	6976
	Section 2.10	Computation of Interest and Fees; Usury	7077
	Section 2.11	Pro Rata Treatment and Payments	7178
	Section 2.12	Non-Receipt of Funds by the Administrative Agent	7582
	Section 2.13	Inability to Determine Interest Rate	7683
	Section 2.14	Yield Protection	7985
	Section 2.15	Compensation for Losses; Eurocurrency Liabilities	8187
	Section 2.16	Taxes	8188
	Section 2.17	Indemnification; Nature of the Issuing Lenders’ Duties	8895
	Section 2.18	Illegality	9096
	Section 2.19	Replacement of Lenders	9096
	Section 2.20	Cash Collateral	9198
	Section 2.21	Defaulting Lenders	9299
	Section 2.22	Incremental Facility	95101
	Section 2.23	Foreign Borrowers	98104
ARTICLE III REPRESENTATIONS AND WARRANTIES			101107
	Section 3.1	Financial Condition	101107
	Section 3.2	No Material Adverse Effect	102108
	Section 3.3	Corporate Existence; Patriot Act Information	102108
	Section 3.4	Corporate Power; Compliance with Laws Authorization; Enforceable Obligations; No Default	102109
	Section 3.5	Senior Indebtedness Status	103109
	Section 3.6	No Material Litigation	103109
	Section 3.7	Investment Company Act; etc	103109
	Section 3.8	Margin Regulations	104110

	Section 3.9	Labor Matters	104110
	Section 3.10	Environmental Matters	104111
	Section 3.11	Use of Proceeds	105111
	Section 3.12	Subsidiaries; Joint Ventures; Partnerships	106112
	Section 3.13	Ownership	106112
	Section 3.14	Consent; Governmental Authorizations	106112
	Section 3.15	Taxes	106113
	Section 3.16	Indebtedness	107114
	Section 3.17	Solvency	108114
	Section 3.18	Compliance with FCPA	108114
	Section 3.19	No Burdensome Restrictions	108114
	Section 3.20	[Reserved.]	108114
	Section 3.21	Labor Matters, Etc	108114
	Section 3.22	Accuracy and Completeness of Information	108114
	Section 3.23	Material Contracts	109115
	Section 3.24	Insurance	109115
	Section 3.25	Security Documents	109115
	Section 3.26	Anti-Terrorism Laws	109116
	Section 3.27	Compliance with OFAC Rules and Regulations	110116
	Section 3.28	Centre of Main Interests and Establishments	110116
ARTICLE IV CONDITIONS PRECEDENT			110117
	Section 4.1	Conditions to Extensions of Credit on the Restatement Effective Date	110117
	Section 4.2	Conditions to All Extensions of Credit Following the Restatement Effective Date	114120
ARTICLE V AFFIRMATIVE COVENANTS			116122
	Section 5.1	Financial Statements	116122
	Section 5.2	Certificates; Other Information	117123
	Section 5.3	Payment of Taxes, Etc	118124
	Section 5.4	Preservation of Corporate Existence, Etc	118125
	Section 5.5	Maintenance of Property; Insurance	118125
	Section 5.6	Maintenance of Books and Records	119125
	Section 5.7	Notices	119126
	Section 5.8	Environmental Laws	120127
	Section 5.9	Additional Guarantors	121127
	Section 5.10	Compliance with Law	122128
	Section 5.11	Pledged Assets	122128
	Section 5.12	Use of Proceeds	123130
	Section 5.13	Further Assurances	124130
	Section 5.14	U.K. Pensions	124131
	Section 5.15	Post-Closing	125131
ARTICLE VI NEGATIVE COVENANTS			125131
	Section 6.1	Indebtedness	125132
	Section 6.2	Liens	128134
	Section 6.3	Nature of Business	130137
	Section 6.4	Consolidation, Merger, Sale of Assets, etc	130137
	Section 6.5	Advances, Investments and Loans	132139
	Section 6.6	Sale and Leasebacks	134141
	Section 6.7	Transactions with Affiliates	134141
	Section 6.8	Corporate Changes	134141

	Section 6.9	Payment Restrictions Affecting Subsidiaries	134141
	Section 6.10	Restricted Payments	135142
	Section 6.11	Prepayments, Etc., of Debt	135142
	Section 6.12	No Further Negative Pledges	136143
	Section 6.13	Financial Covenants	136143
ARTICLE VII EVENTS OF DEFAULT			137144
	Section 7.1	Events of Default	137144
	Section 7.2	Acceleration; Remedies	139146
ARTICLE VIII THE ADMINISTRATIVE AGENT			140147
	Section 8.1	Appointment and Authority	140147
	Section 8.2	Nature of Duties	141148
	Section 8.3	Exculpatory Provisions	141148
	Section 8.4	Reliance by Administrative Agent	142149
	Section 8.5	Notice of Default	142149
	Section 8.6	Non-Reliance on Administrative Agent and Other Lenders	142149
	Section 8.7	Indemnification	143150
	Section 8.8	Administrative Agent in Its Individual Capacity	143150
	Section 8.9	Successor Administrative Agent	143150
	Section 8.10	Collateral and Guaranty Matters	144151
	Section 8.11	Bank Products	145153
	Section 8.12	Certain ERISA Matters	153
	Section 8.13	Erroneous Payments	154
ARTICLE IX COLLECTION ACTION MECHANISM			146156
	Section 9.1	Implementation of CAM	146156
	Section 9.2	Letters of Credit	147157
	Section 9.3	Provisions Solely to Effect Intercreditor Relationships	148158
ARTICLE X MISCELLANEOUS			149159
	Section 10.1	Amendments, Waivers, Consents and Release of Collateral	149159
	Section 10.2	Notices	152162
	Section 10.3	No Waiver; Cumulative Remedies	155165
	Section 10.4	Survival of Representations and Warranties	155165
	Section 10.5	Payment of Expenses and Taxes; Indemnity; Waiver of Consequential Damages	155165
	Section 10.6	Successors and Assigns; Participations	157167
	Section 10.7	Right of Set‑off; Sharing of Payments	161171
	Section 10.8	Table of Contents and Section Headings	162172
	Section 10.9	Counterparts; Effectiveness; Electronic Execution	162172
	Section 10.10	Severability	163173
	Section 10.11	Integration	163173
	Section 10.12	Governing Law	163173
	Section 10.13	Consent to Jurisdiction; Service of Process and Venue	163173
	Section 10.14	Confidentiality	164174
	Section 10.15	Acknowledgments	165175
	Section 10.16	Waivers of Jury Trial	165175
	Section 10.17	Patriot Act Notice	166176
	Section 10.18	Resolution of Drafting Ambiguities	166176
	Section 10.19	Subordination of Intercompany Debt	166176
	Section 10.20	Continuing Agreement	166176
	Section 10.21	Amendment and Restatement	167177

	Section 10.22	Press Releases and Related Matters	168179
	Section 10.23	Appointment of the Company	169179
	Section 10.24	No Advisory or Fiduciary Responsibility	169179
	Section 10.25	Responsible Officers	170180
	Section 10.26	Judgment Currency	170180
	Section 10.27	German Foreign Trade and Payments Regulation	170180
	Section 10.28	Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions	171181
	Section 10.29	Acknowledgment Regarding Any Supported QFCs	181
ARTICLE XI GUARANTY			171182
	Section 11.1	The Guaranty	171182
	Section 11.2	Bankruptcy	172183
	Section 11.3	Nature of Liability	172183
	Section 11.4	Independent Obligation	173183
	Section 11.5	Authorization	173183
	Section 11.6	Reliance	173184
	Section 11.7	Waiver	173184
	Section 11.8	Limitation on Enforcement	175185
	Section 11.9	Confirmation of Payment; Release	175186
	Section 11.10	Keepwell	175186

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 5, 2018, is by and among ITRON, INC., a Washington corporation (the “Company”), the Foreign Borrowers (this, and other capitalized terms used but not defined in this preamble being defined as set forth in Section 1.1), the Guarantors, the Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent, U.S. Swingline Lender, U.S. Issuing Lender and Multicurrency Issuing Lender, JPMORGAN CHASE BANK, N.A., as Multicurrency Swingline Lender, U.S. Issuing Lender and Multicurrency Issuing Lender, and BNP PARIBAS, as Multicurrency Issuing Lender.

W I T N E S S E T H:

WHEREAS, the Credit Parties have requested that the Administrative Agent and the Lenders amend and restate the Existing Credit Agreement in the form of this Agreement and, pursuant to this Agreement, make loans and other financial accommodations to the Borrowers, as more particularly described herein; and

WHEREAS, the Administrative Agent and the Lenders have agreed to amend and restate the Existing Credit Agreement in the form of this Agreement and, pursuant to this Agreement, make such loans and other financial accommodations to the Borrowers on the terms and conditions contained herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

ARTICLE I

As used in this Agreement, terms defined in the preamble to this Agreement have the meanings therein indicated, and the following terms have the following meanings:

“2017 Senior Notes” shall mean the 5.00% senior notes due 2026 in an aggregate principal amount of $300,000,000, issued pursuant to the 2017 Senior Notes Indenture on December 22, 2017.

“2017 Senior Notes Indenture” shall mean the Indenture dated as of December 22, 2017, among the Company, the guarantors from time to time party thereto and U.S. Bank National Association.

“Acquired Company” shall have the meaning set forth in the definition of "Transactions".

“Acquisition” shall mean an acquisition or any series of related acquisitions by a Group Member of (a) all or substantially all of the assets or not less than a majority of the outstanding Voting Stock or economic interests of a Person, (b) a Person that is incorporated, formed or organized by a merger, amalgamation or consolidation or any other combination with such Person or (c) any division, line of business or other business unit of a Person (such Person or such division, line of business or other business unit of such Person shall be referred to herein as the “Target”).

“Acquisition Agreement" shall have the meaning set forth in the definition of "Transactions".

“Additional Alternative Currency” shall have the meaning set forth in Section 1.7(d).

“Additional Alternative Currency Lender” shall have the meaning set forth in Section 1.7(d).

“Additional Alternative Currency Loans” shall have the meaning set forth in Section 1.7(d).

“Additional Credit Party” shall mean each Person that (a) becomes a Guarantor by execution of a (i) Joinder Agreement in accordance with Section 5.9 or (ii) a Foreign Parent Guaranty Agreement or a Foreign Parent Guaranty Joinder Agreement, as applicable, in accordance with Section 2.23 or Section 5.9 or (b) becomes a Foreign Borrower in accordance with Section 2.23.

“Additional Credit Party Consents” shall mean evidence that all boards of directors (or comparable entity management bodies), governmental, shareholder and material third party consents and approvals necessary in connection with the joinder of the applicable Additional Credit Party have been obtained and all applicable waiting periods have expired without any action being taken by any authority that could restrain, prevent or impose any material adverse conditions on such transaction or that could seek or threaten any of the foregoing.

“Additional Real Property” shall have the meaning set forth in Section 5.11(c).

“Additional Revolving Facility” shall have the meaning set forth in Section 2.22(a).

“Adjusted Term SOFR” shall mean, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

“Administrative Agent” or “Agent” shall mean Wells Fargo, in its capacity as administrative agent for the Lenders hereunder, and shall include any successors in such capacity.

“Administrative Questionnaire” shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent.

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

“Affiliate” shall mean, with respect to a specified 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.

“Agent Indemnitee” shall have the meaning set forth in Section 8.7.

“Agreement” or “Credit Agreement” shall mean this Agreement, as amended, extended, restated, supplemented or otherwise modified from time to time.

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1.0% and (c) the sum of (i) Adjusted Term SOFR for an Interest Period of one (1) month commencing on such day plus (ii) 1.0%, in each instance as of such date of determination.  For purposes hereof: “Prime Rate” shall mean, at any time, the rate of interest per annum publicly announced or otherwise identified from time to time by the Administrative Agent as its prime rate.  Each change in the Prime Rate shall be effective as of the opening of business on the day such change in the Prime Rate occurs.  The parties hereto acknowledge that the rate announced publicly by the Administrative Agent as its Prime Rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks; and “Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published on the next succeeding Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three (3) federal funds brokers of recognized standing selected by it. Notwithstanding the foregoing, in no event shall the Federal Funds Effective Rate be less than 0.0%. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive in the absence of manifest error) (A) that it is unable to ascertain the Federal Funds Effective Rate, for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms above or (B) that the Prime Rate or Adjusted Term SOFR no longer accurately reflects an accurate determination of the prevailing Prime Rate or Adjusted Term SOFR, the Administrative Agent may select a reasonably comparable index or source to use as the basis for the Alternate Base Rate, until the circumstances giving rise to such inability no longer exist.  Any change in the Alternate Base Rate due to a change in any of the foregoing will become effective on the effective date of such change in the Federal Funds Effective Rate, the Prime Rate or Adjusted Term SOFR for an Interest Period of one (1) month.  Notwithstanding anything contained herein to the contrary, (x) to the extent that the provisions of Section 2.13 shall be in effect in determining Adjusted Term SOFR pursuant to clause (c) hereof, the Alternate Base Rate shall be the greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1.0% and (y) in no event shall the Alternate Base Rate be less than 0.0%.

“Alternate Base Rate Loans” shall mean Loans that bear interest at an interest rate based on the Alternate Base Rate.

“Alternative Currency” shall mean any freely available currency other than Dollars, Euros or British Pounds Sterling requested by any Borrower and approved in accordance with Section 1.7, which is then freely transferable and freely convertible into Dollars and in which dealings are carried on in the London interbank market (it being understood and agreed that, solely with respect to Wells Fargo Bank, National Association, acting in its capacity as Multicurrency Issuing Lender with respect to the issuance hereunder of Letters of Credit, but, in any event, only so long as the issuance of Letters of Credit in such Alternative Currency by Wells Fargo Bank, National Association, is permitted by applicable laws and internal policies, Alternative Currencies shall include Mexican Pesos, Saudi Riyals, Brazilian Reals, Hong Kong Dollars, Australian Dollars, New Zealand Dollars, Singapore Dollars and United Arab Emirates Dirham).

“Anti-Terrorism Order” shall mean that certain Executive Order 13224 signed into law on September 23, 2001.

“Applicable Foreign Borrower Documents” shall have the meaning set forth in Section 2.23(e)(i).

“Applicable Margin” shall mean, for any day, the rate per annum set forth below opposite the applicable level then in effect (based on the Total Net Leverage Ratio) (provided, however, that, for any day occurring prior to the Seventh Amendment Effective Date, the Applicable Margin shall be determined by reference to the definition of the term “Applicable Margin” in this Agreement as in effect immediately prior to the Seventh Amendment Effective Date), it being understood that the Applicable Margin for (a) Term Benchmark Loans shall be the percentage set forth under the column “Term Benchmark Margin & LOC Fee”, (b) Alternate Base Rate Loans shall be the percentage set forth under the column “Base Rate Margin”, (c) the Letter of Credit Fee shall be the percentage set forth under the column “Term Benchmark Margin & LOC Fee”, and (d) the Commitment Fee shall be the percentage set forth under the column “Commitment Fee”:

The Applicable Margin shall, in each case, be determined and adjusted quarterly on the date five (5) Business Days after the date on which the Administrative Agent has received from the Company the quarterly financial information (in the case of the first three (3) fiscal quarters of the Company’s fiscal year), the annual financial information (in the case of the fourth fiscal quarter of the Company’s fiscal year) and the certifications required to be delivered to the Administrative Agent and the Lenders in accordance with the provisions of Sections 5.1(a), 5.1(b) and 5.2(b) (each such date, an “Interest Determination Date”).  Such Applicable Margin shall be effective from such Interest Determination Date until the next such Interest Determination Date.  After the Restatement Effective Date, if the Credit Parties shall fail to provide the financial information or certifications in accordance with the provisions of Sections 5.1(a), 5.1(b) and 5.2(b), the Applicable Margin shall, on the date five (5) Business Days after the date by which the Credit Parties were so required to provide such financial information or certifications to the Administrative Agent and the Lenders, be based on Level VIV until such time as such information or certifications or corrected information or corrected certifications are provided, whereupon the Level shall be determined by the then current Total Net Leverage Ratio.  In the event that any financial statement or certification delivered pursuant to Sections 5.1 or 5.2 is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, (a) would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, the Company shall promptly (i) deliver to the Administrative Agent a corrected compliance certificate for such Applicable Period, (ii) determine the Applicable Margin for such Applicable Period based upon the corrected compliance certificate and (iii) promptly pay to the Administrative Agent for the benefit of the Lenders the accrued additional interest and other fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly distributed by the Administrative Agent to the Lenders entitled thereto and (b) would lead to the application of a lower Applicable Margin than the Applicable Margin then being applied, the Company shall promptly (i) deliver to the Administrative Agent a corrected compliance certificate and (ii) determine the current Applicable Margin based upon the corrected compliance certificate, in which event the lower Applicable Margin shall be effective commencing on the date five (5) Business Days after the date of delivery of such compliance certificate until the next Interest Determination Date (for the avoidance of doubt, in no event shall the Company be entitled to receive a refund of or credit for any amounts previously paid by it in connection with the application of the higher Applicable Margin).  It is acknowledged and agreed that nothing contained herein shall limit the rights of the Administrative Agent and the Lenders under the Credit Documents, including their rights under Section 2.8 and Article VII.

“Applicable Time” shall mean, with respect to any borrowings and payments in Foreign Currencies, the local times in the place of settlement for such Foreign Currencies as may be reasonably determined by the Administrative Agent or the applicable Issuing Lender, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“Applicant Borrower” shall have the meaning set forth in Section 2.23(a).

“Applicant Borrower Documents” shall have the meaning set forth in Section 2.23(a).

“Approved Bank” shall have the meaning set forth in the definition of “Cash Equivalents.”

“Approved Fund” shall mean any Fund that is administered, managed or underwritten 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.

“Arrangers” shall mean, collectively, (a) WFS and, JPMorgan Chase Bank, N.A. and BNP Paribas Securities Corp., in their capacities as joint lead arrangers and joint bookrunners with respect to this Agreement, and (b) BMO Capital Markets Corp., Citizens Bank, N.A., ING Bank N.V., Dublin Branch, PNC Capital Markets LLC, TD Securities (USA) LLC and U.S. Bank National Association and, in their capacities as joint lead arrangers and joint bookrunners with respect to this Agreement.

“Asset Sale” shall mean (a) any conveyance, sale, lease, sublease, assignment, transfer or other disposition (including (i) by way of merger or consolidation or amalgamation and (ii) any sale and leaseback transaction) of any property pursuant to Section 6.4(b)(xii) and (b) any sale of any Equity Interests of any Subsidiary of the Company and any issuance of any Equity Interests by any Subsidiary of the Company, in each case, to any Person other than any other Group Member; provided that Asset Sales shall not include (x) any transaction or series of related transactions involving property (including Equity Interests) with a fair market value of less than $10,000,000 or (y) the sale of accounts receivable permitted pursuant to Section 6.4(b)(ix)” immediately after the text “$10,000,000.

“Assignment and Assumption” shall mean 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 10.6), and accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form approved by the Administrative Agent.

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

“Bail-In Legislation” shall mean (a) with respect to any EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank Guarantee” shall mean a direct guarantee issued by the Issuing Lender pursuant to the terms hereof and in form acceptable to the Issuing Lender, ensuring that a liability acceptable to the Issuing Lender of any Group Member to a third Person will be met or any other indemnity, bond, undertaking or similar instrument or engagement (in such form as the applicable Issuing Lender may approve) from time to time issued, established or maintained by such Issuing Lender (or which such Issuing Lender arranges to be issued, established or maintained) pursuant to one or more requests by the Company.

“Bank Product Provider” shall mean any counterparty to a Hedging Agreement or Treasury Services Agreement if, (a) at the date of entering into such Hedging Agreement or Treasury Services Agreement, such person was an Arranger, an Agent, a Lender or an Affiliate of an Arranger, an Agent or a Lender or (b) with respect to a Hedging Agreement or Treasury Services Agreement in effect on the Restatement Effective Date, such person was an Arranger, an Agent, a Lender or an Affiliate of an Arranger, an Agent or a Lender on the Restatement Effective Date.

“Bankruptcy Code” shall mean the Bankruptcy Code in Title 11 of the United States Code.

“Bankruptcy Event” shall mean any of the events described in Section 7.1(e).

“Basel III” meansshall mean: (a) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010 each as amended, supplemented or restated; (b) the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement — Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and (c) any further guidance or standards published by the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or a foreign regulatory authority relating to “Basel III”.

“Beneficial Ownership Certification” shall mean a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” shall mean 31 CFR § 1010.230.

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

“BHC Act Affiliate” meansshall mean, with respect to any Person, an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. § 1841(k)) of such Person.

“Borrowers” shall mean the Company and the Foreign Borrowers, and “Borrower” shall mean any of them.

“Borrowing Date” shall mean, in respect of any Loan, the date such Loan is made.

“British Pounds Sterling” and “£” shall mean British pounds sterling, the lawful currency of the U.K.

“Business” shall have the meaning set forth in Section 3.10(b).

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in Charlotte, North Carolina or New York, New York are authorized or required by law to close; provided, however, that (a) [reserved], (b) with respect to any EURIBOR Market Index Rate Loan or EURIBOR Rate Loan or any other Loan or Letter of Credit denominated in a Foreign Currency, the term “Business Day” shall also exclude any day that is not a Target Settlement Day and (c) in the case of a Loan or a Letter of Credit denominated in a Foreign Currency, the term “Business Day” shall also exclude (i) any day on which commercial banks in the jurisdiction of organization or incorporation, as applicable, of the Borrower of such Loan or the applicant of such Letter of Credit, as applicable, are authorized or required by law to close and (ii) any day on which dealings in deposits in the applicable currency are not carried out on the London interbank market.

“CAM” shall mean the mechanism for the allocation and exchange of interests in the Facilities and collections thereunder established under Article IX.

“CAM Exchange” shall mean the exchange of the Lenders’ interests provided for in Section 9.1.

“CAM Exchange Date” shall mean the first date after the Restatement Effective Date on which there shall occur (a) any event described in Section 7.1(e) with respect to any Borrower or (b) an acceleration of the maturity of any Loans pursuant to Section 7.2.

“CAM Percentage” shall mean, as to each Lender, a fraction, expressed as a decimal to twelve (12) decimal places, of which (a) the numerator shall be the sum, without duplication of (i) the aggregate Designated Obligations owed to such Lender, plus, (ii) such Lender’s Participation Interests in the aggregate outstanding LOC Obligations, Swingline Loans and Additional Alternative Currency Loans, if any, in each case, immediately prior to the CAM Exchange Date, and (b) the denominator shall be the sum, without duplication, of (x) the aggregate Designated Obligations owed to all the Lenders, plus, (y) the aggregate outstanding LOC Obligations, Swingline Loans and Additional Alternative Currency Loans, in each case, immediately prior to such CAM Exchange Date. For purposes of computing each Lender’s CAM Percentage, all Obligations which shall be denominated in a Foreign Currency shall, for purposes of this calculation, be deemed converted into its Dollar Equivalent on the CAM Exchange Date.

“CAM Tranche” meansshall mean a category of Commitments and extensions of credit thereunder; provided that, each of the following shall comprise a separate CAM Tranche: (i) Letters of Credit issued for the account of, and the Swingline Loans and Revolving Loans made to, the Company, (ii) Letters of Credit issued for the account of, and Swingline Loans and Revolving Loans made to, any Foreign Borrower, (iii) Letters of Credit issued for the account of, and the Swingline Loans and Revolving Loans made to, the Company pursuant to any Additional Revolving Facility, (iv) Letters of Credit issued for the account of, and Swingline Loans and Revolving Loans made to, any Foreign Borrower pursuant to any Additional Revolving Facility, (v) the Term Loans, (vi) the Incremental Term Loans (if any) and (vii) the Additional Alternative Currency Loans (if any).

“Capital Lease” shall mean any lease of property, real or personal, the obligations with respect to which are required to be capitalized on a balance sheet of the lessee in accordance with GAAP as in effect on the Restatement Effective Date.

“Cash Collateralize” shall mean to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, one or more Issuing Lenders or Swingline Lenders (as applicable) and the Lenders, as collateral for LOC Obligations, obligations in respect of Swingline Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the applicable Issuing Lender or applicable Swingline 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 applicable Issuing Lenders or the applicable Swingline Lenders.  “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” shall mean (a) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than twelve (12) months from the date of acquisition (“Government Obligations”), (b) Dollar or Foreign Currency denominated time deposits, certificates of deposit, Eurodollar time deposits and Eurodollar certificates of deposit of (i) any U.S. commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (ii) any bank whose short-term commercial paper rating at the time of the acquisition thereof is at least A-1 or the equivalent thereof from S&P or from Moody’s is at least P-1 or the equivalent thereof from Moody’s (any such bank being an “Approved Bank”), in each case with maturities of not more than 365/366 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 twelve (12) months of the date of acquisition, (d) repurchase agreements with a term of not more than thirty (30) days with a bank or trust company (including a Lender) or a recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America, (e) obligations of any state of the United States or any political subdivision thereof for the payment of the principal and redemption price of and interest on which there shall have been irrevocably deposited Government Obligations maturing as to principal and interest at times and in amounts sufficient to provide such payment, (f) money market accounts subject to Rule 2a-7 of the Investment Company Act of 1940 (“Rule 2a-7”) which consist primarily of cash and cash equivalents set forth in clauses (a) through (e) above and of which 95% shall at all times be comprised of First Tier Securities (as defined in Rule 2a-7) and any remaining amount shall at all times be comprised of Second Tier Securities (as defined in Rule 2a-7), (g) shares of any so-called “money market fund”; provided that such fund is registered under the Investment Company Act of 1940, has net assets of at least $500,000,000 and has an investment portfolio with an average maturity of 365/366 days or less, (h) demand deposit accounts maintained in the ordinary course of business and (i) Investments made in jurisdictions outside of the United States, where Group Members conduct business which are of a type and credit quality, comparable for such jurisdiction, to the Investments described in clauses (a) through (h) above.

“Casualty Event” shall mean any event that gives rise to the receipt by any Group Member of any insurance proceeds (other than proceeds of business interruption insurance) or condemnation awards; provided that any event or series of related events with respect to which the Net Cash Proceeds received by Company or any of its Subsidiaries does not exceed $10,000,000 shall not constitute a “Casualty Event” hereunder.

“Change in Law” shall mean the occurrence, after the Restatement Effective Date, of any of the following:  (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) the implementation or application of or compliance with Basel III and all requests, rules, guidelines or directives thereunder or issued in connection therewith 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 shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” shall mean the occurrence of any of the following:  (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (a) such person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of Voting Stock of the Company representing more than 30% of the voting power of the total outstanding Voting Stock of the Company; (b) during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the board of directors of the Company (together with any new directors whose election to such board of directors or whose nomination for election was approved by a vote of a majority of the members of the board of directors of the Company, which members comprising such majority are then still in office and were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of the Company; or (c) at any time a change of control occurs under and as defined in any documentation relating to any Material Indebtedness.  For purposes of this definition, a person shall not be deemed to have beneficial ownership of Equity Interests subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

“Co-Documentation Agent” shall mean, collectively, BMO Bank of the West, BNP ParibasN.A., Citizens Bank, N.A., ING Bank N.V., Dublin Branch, PNC Bank, National Association, TD Bank, N.A. and U.S. Bank National Association, in their capacities as co-documentation agents with respect to this Agreement.

“Code” shall mean the Internal Revenue Code of 1986.

“Collateral” shall mean a collective reference to the collateral which is identified in, and at any time will be, or is purported to be, covered by, the Security Documents and any other property or assets of a Credit Party, whether tangible or intangible and whether real or personal, that may from time to time secure the Obligations; provided that there shall be excluded from the Collateral (a) any account, instrument, chattel paper or other obligation or property of any kind due from, owed by, or belonging to, a Sanctioned Person or Sanctioned Entity, (b) any lease in which the lessee is a Sanctioned Person or Sanctioned Entity and (c) the existing real property of the Group Members set forth on Schedule 3.13.

“Collateral Agent” shall have the meaning set forth in Section 8.1.

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

“Commitment” shall mean the Term Loan Commitments, the Revolving Commitments, the LOC Commitments and the Swingline Commitments, individually or collectively, as appropriate.

“Commitment Fee” shall have the meaning set forth in Section 2.5(a).

“Commitment Percentage” shall mean the Revolving Commitment Percentage and/or the Term Loan Commitment Percentage, as appropriate.

“Commitment Period” shall mean (a) with respect to Revolving Loans and Swingline Loans, the period from and including the Restatement Effective Date to but excluding the Maturity Date and (b) with respect to Letters of Credit, the period from and including the Restatement Effective Date to but excluding the date that is thirty (30) days prior to the Maturity Date.

“Committed Funded Exposure” shall mean, as to any Lender at any time, the aggregate principal amount at such time (without duplication) of its outstanding Revolving Loans, LOC Obligations and Participation Interests at such time.

“Commonly Controlled Entity” shall mean an entity, whether or not incorporated, which is under common control with the Company within the meaning of Section 4001(b)(1) of ERISA or is part of a group which includes the Company and which is treated as a single employer under Section 414(b) or 414(c) of the Code or, solely for purposes of Section 412 of the Code to the extent required by such Section, Section 414(m) or 414(o) of the Code.

“Company” shall have the meaning set forth in the first paragraph of this Agreement.

“Company Guarantors” shall mean the Domestic Subsidiaries of the Company as are, or may from time to time, pursuant to Section 5.9 hereof, become parties to this Agreement; provided that no Immaterial Subsidiary shall be required to become a Guarantor.

“Consolidated” shall mean, when used with reference to financial statements or financial statement items of the Company and its Subsidiaries, or any other Person, such statements or items on a consolidated basis in accordance with the consolidation principles of GAAP.

“Consolidated EBITDA” shall mean, as of any date of determination, for the Company and its Subsidiaries on a Consolidated basis determined in accordance with GAAP for the four (4) consecutive fiscal quarter period ending on such date, without duplication:

(a) Consolidated Net Income for such period; plus,

(b) in each case (other than with respect to clause (xi) below) only to the extent deducted in determining such Consolidated Net Income and without duplication:

(i) Consolidated Interest Expense and any interest expenses relating to amortization of debt discounts, premiums and fees for such period;

(ii) income tax expense for such period;

(iii) depreciation expense for such period;

(iv) amortization expense for such period;

(v) (A) non-recurring cash expenses related to acquisitions and restructurings for such period not to exceed 10.0% of Consolidated EBITDA for such four (4) consecutive fiscal quarter period, and, with respect to restructurings (other than the Restructure and, for the avoidance of doubt, the addbacks permitted by clauses (B) and (C) below), not to exceed $100,000,000 in the aggregate during the term of this Agreement (with respect to all such four (4) fiscal quarter periods ending after the Restatement Effective Date), (B) non-recurring cash expenses related to restructurings to the extent incurred during the fiscal quarter of the Company ended December 31, 2021, in an amount not to exceed $60,000,000, and (C) non-recurring cash expenses related to restructurings to the ecxtentextent incurred during the fiscal quarter of the Company ending March 31, 2023, in an amount not to exceed $40,000,000;

(vi) all Transaction Costs that are expensed during such period;

(vii) non-recurring cash expenses related to the Restructure incurred or expensed during such period and prior to December 31, 2019, not to exceed $60,000,000 in the aggregate with respect to all such four (4) fiscal quarter periods ending after the Restatement Effective Date (inclusive of any such charges incurred prior to the Restatement Effective Date);

(viii) extraordinary losses for such period;

(ix) the aggregate amount of all non-cash charges, expenses or losses reducing Consolidated Net Income (excluding any non-cash charge, expense or loss that results in an accrual of a reserve for cash charges in any future period and any non-cash charge, expense or loss relating to write-offs, write-downs or reserves with respect to accounts or inventory) for such period;

(x) all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness or other derivative instruments; and

(xi) the amount of “run-rate” cost savings projected by the Company in good faith to be realized as the result of actions taken or to be taken on or prior to the date that is 18 months after the Restatement Effective Date, or 18 months after the consummation of any operational change, respectively, and prior to or during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period; it being understood that “run-rate” means the full recurring benefit for a period that is associated with any action taken or committed to be taken), net of the amount of actual benefits realized during such period from such actions; provided that (A) a duly completed certificate signed by a Responsible Officer of the Company shall be delivered to the Administrative Agent together with the officer’s certificate required to be delivered pursuant to Section 5.2(b), certifying that such cost savings are reasonably anticipated to be realized within 18 months after the Restatement Effective Date or within 18 months after the consummation of any operational change, as applicable, and are factually supportable as determined in good faith by the Company, (B) no cost savings shall be added pursuant to this clause (xi) to the extent duplicative of any expenses or charges otherwise added to Consolidated Net Income, whether through a pro forma adjustment or otherwise, for such period, (C) projected amounts (not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (xi) to the extent occurring more than six full fiscal quarters after the specified action taken in order to realize such projected cost savings and (D) for any period of four consecutive fiscal quarters of the Company, the aggregate amount added back to Consolidated EBITDA pursuant to this clause (xi) shall not exceed 20% of Consolidated EBITDA for such period (determined after giving effect to such addbacks); minus,

(c) in each case, only to the extent included in determining such Consolidated Net Income and without duplication: (i) interest income for such period, (ii) the aggregate amount of all non-cash items increasing Consolidated Net Income (other than the accrual of revenue or recording of receivables in the ordinary course of business) for such period and (iii) extraordinary gains.

Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to (i) any Permitted Acquisition or Investment permitted pursuant to Section 6.5(c), 6.5(m) or 6.5(n), (ii) any Asset Sale and (iii) any sale or other disposition pursuant to Section 6.4(b)(iv) (other than any sales or dispositions in the ordinary course of business), in each case, consummated at any time during such period as if each such Permitted Acquisition or Investment had been effected on the first day of such period and as if each such Asset Sale and each such sale or disposition pursuant to Section 6.4(b)(iv) had been consummated on the day prior to the first day of such period.

Consolidated EBITDA shall be deemed to be $63,102,000, $44,514,000, $70,528,000 and $69,366,000 for the fiscal quarters of the Company ended December 31, 2016, March 31, 2017, June 30, 2017 and September 30, 2017, respectively, which amounts shall be further adjusted to give effect to the adjustment described in clause (xi) above.

“Consolidated Funded Debt” shall mean, at any date and without duplication, the amount of Indebtedness of the Company and its Subsidiaries determined on a Consolidated basis determined in accordance with GAAP, but excluding (a) the undrawn amount of all Letters of Credit (other than Letters of Credit issued in respect of (including guarantees of) Indebtedness of another Person of the type described in clauses (a), (b), (e), (h) or (i) of the definition of Indebtedness) and performance bonds and surety bonds which have not been drawn and (b) Obligations referenced in clause (h) of the definition of Indebtedness that are not overdue.  The aggregate amount of such Indebtedness shall be determined according to the face or principal amount thereof, based on the amount owing under the applicable Contractual Obligation (without regard to any election by the Company or any Subsidiary to measure an item of Indebtedness using fair value or any other discount to par that may be applicable under GAAP).

“Consolidated Interest Expense” shall mean, for any period, the interest expense of the Company and its Subsidiaries (excluding amortization of debt origination fees and noncash interest expense relating to convertible debt securities) for such period, as determined on a Consolidated basis in accordance with GAAP; provided that Consolidated Interest Expense shall not include any interest expense with respect to any Escrowed Obligations or obligations under the Convertible Notes in an amount equal to the Convertible Notes Event Escrowed Proceeds (for the avoidance of doubt, so long as such Escrowed Obligations or obligations under the Convertible Notes in an amount equal to the Convertible Notes Event Escrowed Proceeds do not constitute Indebtedness as determined in accordance with the last paragraph of the definition of “Indebtedness”).

“Consolidated Net Assets” shall mean the book value of all assets of the Company and its Subsidiaries on a Consolidated basis, net of accumulated depreciation and amortization, determined in accordance with GAAP.

“Consolidated Net Income” shall mean, for any period, the net income (or loss) of the Company and its Subsidiaries determined on a Consolidated basis; provided that there shall be excluded from such net income (to the extent otherwise included therein), without duplication:

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

“Contribution Notice” meansshall mean a contribution notice issued by the Pensions Regulator under section 38 or 47 of the Pensions Act 2004.

“Control” shall mean 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.

“Covered Entity” meansshall mean (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” hasshall have the meaning assigned to such term in Section 10.29.

“Credit Documents” shall mean this Agreement, each of the Notes, any Joinder Agreement, the Letters of Credit, LOC Documents, any Guaranty, any Foreign Parent Guaranty Agreement, any Foreign Parent Guaranty Joinder Agreement, the Security Documents and all other agreements, documents, certificates and instruments delivered to the Administrative Agent or any Lender by any Credit Party in connection therewith (other than any agreement, document, certificate or instrument related to a Hedging Agreement or a Treasury Services Agreement).

“Credit Party” shall mean any of the Borrowers or the Guarantors.

“CTA” shall mean the United Kingdom Corporation Tax Act 2009.

“Debt Issuance” meansshall mean the incurrence by any Credit Party of any Indebtedness after the Restatement Effective Date (other than as permitted by Section 6.1).

“Debtor Relief Law” shall mean the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation, examination, controlled management, suspension of payments or similar debtor relief or debt adjustment laws of the United States, any other country or other applicable jurisdictions from time to time in effect.

“Default” shall mean any of the events specified in Section 7.1, whether or not any requirement for the giving of notice or the lapse of time, or both, or any other condition, has been satisfied.

“Default Rate” shall mean (a) when used with respect to the Loans or unpaid interest thereon, an interest rate equal to (i) the interest rate (including any Applicable Margin) otherwise applicable to such Loans plus (ii) 2.00% per annum, (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Margin applicable to such Letter of Credit Fee plus 2.00% per annum, and (c) when used with respect to any other fee or amount due hereunder, a rate equal to the Applicable Margin applicable to Alternate Base Rate Loans plus 2.00% per annum.

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

“Defaulting Lender” shall mean, subject to Section 2.21(b), any Lender that, as reasonably determined by the Administrative Agent (with notice to the Company of such determination), (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in Letters of Credit or Swingline Loans, within three (3) Business Days of the date required to be funded by it hereunder unless such Lender is disputing its funding obligations in good faith, (b) has notified the Company or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or, except in connection with a good faith dispute, under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations 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 or foreign regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of (x) the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority or (y) in the case of a solvent Person, the precautionary appointment of an administrator, guardian, custodian or other similar official by a Governmental Authority under or based on the law of the country where such Person is subject to home jurisdiction supervision if applicable law requires that such appointment not be publicly disclosed in any such case, where such action does not result in or provide such Person with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Deposit Account Control Agreement” shall mean an agreement, among a Credit Party, a depository institution, and the Administrative Agent, which agreement is in a form acceptable to the Administrative Agent and which provides the Administrative Agent with “control” (as such term is used in Article 9 of the UCC) over the deposit account(s) described therein.

“Designated Obligations” meansshall mean all Obligations of the Credit Parties in respect of accrued and unpaid principal of and interest on the Loans (excluding the Swingline Loans and Additional Alternative Currency Loans) and all fees required to be paid under Section 2.5, in each case, whether or not the same shall at the time of any determination be due and payable under the terms of the Credit Documents.

“Direction” shall have the meaning set forth in Section 2.16(i)(ii)(A).

“Disqualified Equity Interests” shall mean any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the date 180 days after the Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to in (a) above, in each case at any time on or prior to the date 180 days after the Maturity Date, or (c) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations; provided, however, that any Equity Interests that would not constitute Disqualified Equity Interests but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the occurrence of a change in control or an asset sale occurring prior to the first anniversary of the Maturity Date shall not constitute Disqualified Equity Interests if such Equity Interests provide that the issuer thereof will not redeem any such Equity Interests pursuant to such provisions prior to the repayment in full of the Obligations.  For the avoidance of doubt, any warrant sold by the Company as part of a call spread or similar transaction entered into in connection with the issuance of any Indebtedness permitted under Section 6.1(d) shall not constitute “Disqualified Equity Interests”.

“Dollar Equivalent” shall mean, subject to Section 1.6, at any time, (a) with respect to any amount denominated in Dollars, such amount and (b) with respect to any amount denominated in a Foreign Currency, the equivalent of such amount thereof in Dollars as reasonably determined by the Administrative Agent or the applicable Issuing Lender, as the case may be, at such time onin its sole discretion by reference to the basis of themost recent Spot Rate (as determined in respectas of the most recent Revaluation Date) for the purchase of Dollars with such Foreign Currency.

“Dollars” and “$” shall mean dollars in lawful currency of the United States of America.

“Domestic Lending Office” shall mean, initially, the office of each Lender designated as such Lender’s Domestic Lending Office shown in such Lender’s Administrative Questionnaire; and thereafter, such other office of such Lender as such Lender may from time to time specify to the Administrative Agent and the Company as the office of such Lender at which Alternate Base Rate Loans, SOFR Loans and SOFR Market Index Rate Loans of such Lender are to be made.

“Domestic Subsidiary” shall mean any Subsidiary that is organized and existing under the laws of the United States or any state or commonwealth thereof or under the laws of the District of Columbia.

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

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

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

“Eligible Assignee” shall mean (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent, (ii) in the case of any assignment of a Revolving Commitment, the Issuing Lenders and Swingline Lenders and (iii) unless an Event of Default has occurred and is continuing, the Company (each such approval not to be unreasonably withheld or delayed; provided that the Company shall be deemed to have approved such Person unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof); provided that, notwithstanding the foregoing, “Eligible Assignee” shall not include (A) any Credit Party or any Affiliate or Subsidiary of any Credit Party or (B) any Defaulting Lender (or any of their Affiliates).

“EMU” shall mean the economic and monetary union as contemplated in the Treaty on European Union (Official Journal C 191, July 29, 1992), as amended from time to time.

“EMU Legislation” shall mean legislative measures of the European Council and/or other relevant bodies of the European Union (including, without limitation, European Council regulations) for the introduction of, changeover to or operation of a single or unified European currency (whether known as the Euro or otherwise), being in part the implementation of the third stage of EMU.

“Environmental Laws” shall mean any and all applicable foreign, federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees or requirements of any Governmental Authority or other Requirement of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time be in effect during the term of this Agreement.

“Equity Interests” shall mean (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general, preferred or limited), (d) in the case of a limited liability company, membership interests and (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, including, without limitation, options, warrants and any other “equity security” as defined in Rule 3a11-1 of the Exchange Act, excluding debt securities convertible or exchangeable into Equity Interests.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

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

“EURIBOR Market Index Rate” meansshall mean, for any date, the higher of (a) the rate determined by the European Money Markets Institute for one-month deposits in Euros as of 11:00 a.m. Brussels time, on such day, or if such day is not a Target Settlement Day, then the immediately preceding Target Settlement Day (as set forth by Reuters or any successor thereto or any other service selected by the Administrative Agent which has been nominated by the European Money Markets Institute as an authorized information vendor for the purpose of displaying such rates) (or if not so reported, then as determined by the Administrative Agent from another recognized source or interbank quotation) and (b) 0% (including for any Replacement Rate with respect thereto). Unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 2.13(c), in the event that a Replacement Rate with respect to the EURIBOR Market Index Rate is implemented, then all references herein to the EURIBOR Market Index Rate shall be deemed references to such Replacement Rate.

“EURIBOR Market Index Rate Loan” shall mean Loans the rate of interest applicable to which is based on the EURIBOR Market Index Rate.

“EURIBOR Market Index Rate Tranche” shall mean the collective reference to EURIBOR Market Index Rate Loans advanced on the same day.

“EURIBOR Rate” shall mean, subject to the implementation of a Replacement Rate in accordance with Section 2.13(c), for any EURIBOR Rate Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined by the European Money Markets Institute for deposits in Euros (for delivery on the first day of such Interest Period) with a term comparable to such Interest Period, determined as of approximately 11:00 a.m., Brussels time, on the second full Target Settlement Day preceding the first day of such Interest Period (as set forth by Reuters or any successor thereto or any other service selected by the Administrative Agent which has been nominated by the European Money Markets Institute as an authorized information vendor for the purpose of displaying such rates); provided, however, that (i) if no comparable term for an Interest Period is available, the EURIBOR Rate shall be determined using the weighted average of the offered rates for the two terms most nearly corresponding to such Interest Period and (ii) if the rate referenced above is not available, “EURIBOR Rate” shall mean, with respect to each day during each Interest Period pertaining to EURIBOR Rate Loans comprising part of the same Tranche, the rate per annum equal to the rate at which the Administrative Agent (or such other bank or banks as may be designated by the Administrative Agent in consultation with the Company) is offered deposits in Euros at approximately 11:00 a.m., Brussels time, two (2) Target Settlement Days prior to the first day of such Interest Period, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to its portion of the amount of such EURIBOR Rate Loan to be outstanding during such Interest Period (or such other amount as the Administrative Agent may reasonably determine).  Notwithstanding the foregoing, (x) in no event shall the EURIBOR Rate (or any Replacement Rate with respect thereto) be less than 0.0% and (y) unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 2.13(c), in the event that a Replacement Rate with respect to the EURIBOR Rate is implemented, then all references herein to the EURIBOR Rate shall be deemed references to such Replacement Rate.

“EURIBOR Rate Loan” shall mean Loans the rate of interest applicable to which is based on the EURIBOR Rate.

“EURIBOR Tranche” shall mean the collective reference to EURIBOR Rate Loans whose Interest Periods begin and end on the same day.

“Euro” and “€” shall mean the single currency of Participating Member States of the European Union.

“Eurocurrency Lending Office” shall mean, initially, the office(s) of each Lender designated as such Lender’s Eurocurrency Lending Office in such Lender’s Administrative Questionnaire; and thereafter, such other office of such Lender as such Lender may from time to time specify to the Administrative Agent and the Company as the office of such Lender at which the Eurocurrency Loans of such Lender are to be made.

“Eurocurrency Loan” shall mean any EURIBOR Market Index Rate Loan, EURIBOR Rate Loan, LIBOR Market Index Rate Loan, or any LIBOR Rate Loan, as applicable.

“Euro Unit” shall mean the currency unit of the Euro.

“Event of Default” shall mean any of the events specified in Section 7.1; provided, however, that any requirement for the giving of notice or the lapse of time, or both, or any other condition, has been satisfied.

“Exchange Act” shall mean the Securities Exchange Act of 1934.

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

“Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender, any Issuing Lender or any other recipient of any payment to be made by or on account of any obligation of any Credit Party under any Credit Document, (a) any Taxes imposed on or measured by such recipient’s overall net income (however denominated), franchise Taxes imposed on such recipient in lieu of net income, and branch profits Taxes, in each case imposed by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located, it is managed and controlled or has its seat of management, is engaged in a trade or business, or has a permanent establishment, office, fixed base or branch or similar connections or, in the case of any Lender, in which its applicable lending office is located (other than a jurisdiction in which Administrative Agent or such Lender, Issuing Lender or other recipient would not have been subject to such Tax but for having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document), (b) any U.S. federal withholding Tax imposed by a law in effect at the time a Foreign Lender (other than an assignee under Section 2.19) becomes a party hereto (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of the assignment (or designation of a new lending office), to receive additional amounts with respect to such withholding Tax pursuant to Section 2.16(a), (c) Taxes to the extent attributable to a Foreign Lender’s failure to comply with Section 2.16(f) and (d) any Taxes imposed on any “withholdable payment” payable to such recipient as a result of the failure of such recipient to satisfy the applicable requirements as set forth in FATCA.

“Existing Company Letter of Credit” shall mean each of the letters of credit outstanding under the Existing Credit Agreement and described by applicant, date of issuance, letter of credit number, amount, beneficiary and the date of expiry on Schedule 1.1(a).

“Existing Credit Agreement” shall mean that certain Amended and Restated Credit Agreement, dated as of June 23, 2015 (as amended on April 1, 2016, June 13, 2016 and December 4, 2017 and as further amended, amended and restated, supplemented or otherwise modified from time to time prior to the Restatement Effective Date) among the Company, the Subsidiaries of the Company from time to time party thereto as guarantors and subsidiary borrowers, the lenders from time to time party thereto and Wells Fargo, as administrative agent.

“Existing Indebtedness Refinancing” shall mean, collectively, (a) the repayment in full of all Loans outstanding, and termination of all Commitments, under (and, in each case, as defined in) the Existing Credit Agreement, together with the payment of all accrued interest, fees, premiums and other amounts due in respect thereof on the terms and subject to the conditions hereof, and (b) the repayment in full of all Indebtedness outstanding, and termination of revolving commitments, under the Existing Target Credit Agreement, together with the payment of all accrued interest, fees, premiums and other amounts due in respect thereof, and the termination of all guarantees thereunder and release of all security therefor.

 “Existing Letter of Credit” shall mean each of the Existing Company Letters of Credit and the Existing Target Letters of Credit.

 “Existing Target Credit Agreement” shall mean that certain Credit Agreement, dated as of December 18, 2015 (as amended on June 3, 2016 and November 2, 2017 and as further amended, amended and restated, supplemented or otherwise modified from time to time prior to the Restatement Effective Date), by and among, among others, the Acquired Company, the banks and other financial institutions or entities from time to time party thereto and Silicon Valley Bank, as administrative agent, swingline lender and issuing lender.

“Existing Target Letter of Credit” shall mean each of the letters of credit outstanding under the Existing Target Credit Agreement and described by applicant, date of issuance, letter of credit number, amount, beneficiary and the date of expiry on Schedule 1.1(b).

“Exposed LOC Obligations” shall have the meaning set forth in Section 2.21(a)(iii)(B).

“Extension of Credit” shall mean, as to any Lender, the making of a Loan by such Lender or the issuance, continuation or renewal of, or participation in, a Letter of Credit or Swingline Loan by such Lender.

“Facility” or “Facilities” shall mean the Term Loan Facility and/or the Revolving Facility, as applicable.

“FATCA” shall mean: (a) Sections 1471 through 1474 of the Code in effect as of the Restatement Effective Date and any regulations with respect thereto or official interpretations thereof; (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the U.S. and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in clause (a) above; or (c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in clause (a) or (b) above with the U.S. Internal Revenue Service, the U.S. government or any governmental or taxation authority in any other jurisdiction.

“FCPA” shall mean the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq.

“Federal Funds Effective Rate” shall have the meaning set forth in the definition of “Alternate Base Rate”.

“Fee Letter” shall mean, collectively, (x) the amended and restated fee letter dated October 3, 2017, addressed to the Company from Wells Fargo, WF Investment Holdings, LLC, WFS, JPMorgan Chase Bank, N.A., Bank of the West, BNP Paribas, ING Bank N.V., Dublin Branch and U.S. Bank National Association (as further amended, restated, amended and restated or otherwise modified from time to time), (y) the administrative agent fee letter dated October 3, 2017, addressed to the Company from Wells Fargo, WF Investment Holdings, LLC and WFS (as amended, restated, amended and restated or otherwise modified from time to time) and (z) any other fee letter entered into between the Company or any of its Affiliates, on the one hand, and any of the Administrative Agent, Co-Documentation Agents, Co-Syndication Agents, Arrangers or other arrangers or agents, on the other hand, in connection with the Transactions (in each case, as amended, restated, amended and restated or otherwise modified from time to time).

“Financial Support Direction” meansshall mean a financial support direction issued by the Pensions Regulator under section 43 of the Pensions Act 2004 (UK).

“First Amendment Effective Date” shall mean October 18, 2019.

“Flood Insurance Laws” meansshall mean, collectively, (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (c) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto and (d) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto.

“Floor” shall mean a rate of interest equal to 0.0%.

“Foreign Borrower” shall mean any Foreign Subsidiary that becomes a Foreign Borrower pursuant to Section 2.23.

“Foreign Borrower Guarantor” shall mean, solely with respect to the Foreign Obligations of any Foreign Borrower, the Company, each Company Guarantor and each other Subsidiary of the Company (including any Foreign Parent of such Foreign Borrower) that (a) is required to provide a Guaranty pursuant to Section 2.23 in connection with the designation of such Foreign Borrower or (b) becomes a Guarantor of such Foreign Borrower’s Foreign Obligations pursuant to Section 5.9.

“Foreign Borrower Request” shall have the meaning set forth in Section 2.23(a).

“Foreign Currencies” shall mean (a) Euros, (b) British Pounds Sterling and (c) Alternative Currencies.

“Foreign Currency Equivalent” shall mean, subject to Section 1.6, at any time, with respect to any amount denominated in Dollars, the equivalent of such amount thereof in the applicable Foreign Currency as reasonably determined by the Administrative Agent or the applicable Issuing Lender, as the case may be, at such time onin its sole discretion by reference to the basis of themost recent Spot Rate (determined in respectas of the most recent Revaluation Date) for the purchase of such Foreign Currency with Dollars.

“Foreign Currency Sublimit” shall mean $500,000,000.  The Foreign Currency Sublimit is part of, and not in addition to, the Revolving Commitments.  Any increase or reduction in the Revolving Commitments shall increase or reduce, as applicable, the Foreign Currency Sublimit on a dollar-for-dollar basis.

“Foreign Lender” shall mean any Lender or Issuing Lender, (a) with respect to any Borrower other than the Company, that is treated as foreign by the jurisdiction in which such Borrower is resident for tax purposes, and (b) with respect to the Company, that (i) is not a U.S. Person, or (ii) is a partnership or other entity treated as a partnership for U.S. federal income tax purposes that is a U.S. Person, but only to the extent the beneficial owners (including indirect partners if its direct partners are partnerships for U.S. federal income tax purposes that are U.S. Persons) are not U.S. Persons.

“Foreign Obligations” shall mean, collectively, (a) all of the obligations, Indebtedness and liabilities of each Foreign Borrower and Foreign Borrower Guarantor to the Lenders (including the Issuing Lenders and the Swingline Lenders) and the Administrative Agent, whenever arising, under this Agreement, the Notes or any of the other Credit Documents, including principal, interest, fees, costs, charges, expenses, professional fees, reimbursements, guaranty obligations, all sums chargeable to each Foreign Borrower and any Foreign Borrower Guarantor or for which any Foreign Borrower or any Foreign Borrower Guarantor is liable as an indemnitor and whether or not evidenced by a note or other instrument and indemnification obligations and any other amounts owing by a Foreign Borrower or Foreign Borrower Guarantor, in each case, under this Agreement, the Notes or any of the other Credit Documents (including, but not limited to, any interest accruing after the occurrence of a filing of a petition of bankruptcy under any Debtor Relief Law with respect to any Group Member, regardless of whether such interest is an allowed claim under any Debtor Relief Law), and (b) all obligations, Indebtedness and liabilities of any Foreign Subsidiary under each Hedging Agreement or Treasury Services Agreement entered into by such Foreign Subsidiary with any Bank Product Provider, including principal, interest, fees, costs, charges, expenses, professional fees, reimbursements, guaranty obligations, all sums chargeable to any Foreign Subsidiary or for which any Foreign Subsidiary is liable as an indemnitor and whether or not evidenced by a note or other instrument, indemnification obligations and other amounts, in each case, owing by such Foreign Subsidiary under any such Hedging Agreement or Treasury Services Agreement, and all amounts owing under any Foreign Parent Guaranty Agreement with respect to a Foreign Subsidiary’s Obligations under this Agreement, the Notes or any of the other Credit Documents, any Hedging Agreement or Treasury Services Agreement (including, but not limited to, any interest accruing after the occurrence of a filing of a petition of bankruptcy under any Debtor Relief Law with respect to any Group Member, regardless of whether such interest is an allowed claim under any Debtor Relief Law).  Notwithstanding anything to the contrary contained in any Credit Document, no Foreign Borrower, in its capacity as a Foreign Borrower, will be liable for the Foreign Obligations of another Borrower or for any of the U.S. Obligations; provided that this provision shall not limit any Foreign Obligations of a Foreign Borrower, in its capacity as a Guarantor, with respect to the Foreign Obligations of any other Foreign Borrower.

“Foreign Parent” shall mean, with respect to any Foreign Subsidiary that is a Borrower or an Applicant Borrower, any other Foreign Subsidiary of which such Borrower or Applicant Borrower constitutes a Subsidiary.

“Foreign Parent Guaranty Agreement” shall mean a guaranty by a Foreign Parent of a Foreign Borrower’s Foreign Obligations hereunder, which shall be in substantially in the form of Exhibit Q (with such changes thereto as may be reasonably requested by the Administrative Agent to insure such guaranty will be enforceable under the laws applicable to such Foreign Parent) or other form reasonably acceptable to the Administrative Agent.

“Foreign Parent Guaranty Joinder Agreement” shall mean a supplement, executed by a Foreign Parent, to a Foreign Parent Guaranty Agreement, which shall include such provisions as may be reasonably requested by the Administrative Agent to insure such guaranty will be enforceable under the laws applicable to such Foreign Parent.

“Foreign Pledge Agreement” shall mean a pledge agreement in a form reasonably acceptable to the Administrative Agent and sufficient to perfect the Administrative Agent’s Lien on and security interest in the Equity Interests of a Material Foreign Subsidiary in the jurisdiction of organization or incorporation, as applicable, of such Material Foreign Subsidiary.

“Foreign Subsidiary” shall mean any Subsidiary that is not a Domestic Subsidiary.

“Foreign Working Capital Obligations” shall mean all obligations of any Foreign Subsidiary to a Bank Product Provider that are reasonably acceptable to the Administrative Agent (and which has, with the consent of the Company, appointed the Administrative Agent as its collateral agent in a manner reasonably acceptable to the Administrative Agent, including pursuant to a Foreign Working Capital Collateral Agency Agreement in the form attached hereto as Exhibit N) that, in each case, is providing Foreign Working Capital Obligations to any Foreign Subsidiary which constitute obligations in respect of loans and lines of credit (extended in connection with bilateral facilities, bank guarantees, letters of credit or other commercial purposes), in each case, for working capital and general corporate purposes of such Foreign Subsidiary; provided that the aggregate outstanding principal amount of all Foreign Working Capital Obligations at any time outstanding (without duplication of principal obligations and guarantees) shall not exceed $30,000,000.

“Fronting Exposure” shall mean, at any time there is a Defaulting Lender, (a) with respect to any Issuing Lender, such Defaulting Lender’s Revolving Commitment Percentage of the outstanding LOC Obligations with respect to Letters of Credit issued by such Issuing Lender other than LOC 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, (b) with respect to any Swingline Lender, such Defaulting Lender’s Revolving Commitment Percentage of outstanding Swingline Loans made by such Swingline Lender other than Swingline Loans 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 (c) with respect to any Additional Alternative Currency Lenders, such Defaulting Lender’s Revolving Commitment Percentage of outstanding Additional Alternative Currency Loans made by such Additional Alternative Currency Lender, other than Additional Alternative Currency Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” shall mean 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.

“GAAP” shall mean generally accepted accounting principles in effect in the United States of America, subject, however, in the case of determination of compliance with the financial covenants set out in Section 6.13, to the provisions of Section 1.3.

“German Borrowers” shall mean (i) Allmess GmbH, a Germany limited liability company, registered with the commercial register of the local court (Amtsgericht) of Lübeck under HRB 233 OL, (ii) Itron Holding Germany GmbH, a Germany limited liability company, registered with the commercial register of the local court (Amtsgericht) of Mannheim under HRB 110522, (iii) Itron GmbH, a Germany limited liability company, registered with the commercial register of the local court (Amtsgericht) of Mannheim under HRB 106481, (iv) Itron Zähler & Systemtechnik GmbH, a Germany limited liability company, registered with the commercial register of the local court (Amtsgericht) of Hanover under HRB 100575 and (v) any other Foreign Subsidiary organized under the laws of the Federal Republic of Germany and designated as a Foreign Borrower pursuant to Section 2.23.

“German Credit Party” shall mean any Credit Party organized under the laws of the Federal Republic of Germany.

“German Secured Party” shall have the meaning set forth in Section 8.1.

“Government Acts” shall have the meaning set forth in Section 2.17(a).

“Government Obligations” shall have the meaning set forth in the definition of “Cash Equivalents.”

“Governmental Real Property Disclosure Requirements” shall mean any Environmental Law or other Requirement of Law requiring notification of the buyer, mortgagee or assignee of real property, or notification, registration or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including, with-out limitation, any transfer of control) of any real property, establishment or business or any matter of environmental concern.

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

“Group Member” shall mean each of the Company and its Subsidiaries.

“Guaranteed Obligations” shall mean have the meaning set forth in Section 11.1.

“Guarantor” shall mean the Company Guarantors and the Foreign Borrower Guarantors.

“Guaranty” shall mean the guaranty of the U.S. Credit Parties set forth in Article XI and any other guaranty required to be provided pursuant to this Agreement (including, without limitation, any guaranty by a Foreign Parent required to be provided pursuant to Section 2.23 or Section 5.9 and any guaranty set forth in any Foreign Parent Guaranty Agreement).

“Guaranty Obligations” shall mean, with respect to any Person, without duplication, any obligations of such Person (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including, without limitation, any obligation, whether or not contingent, (a) to purchase any such Indebtedness or any property constituting security therefor, (b) to advance or provide funds or other support for the payment or purchase of any such Indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person (including, without limitation, keep well agreements, maintenance agreements, comfort letters or similar agreements or arrangements) for the benefit of any holder of Indebtedness of such other Person, (c) to lease or purchase property, securities or services primarily for the purpose of assuring the holder of such Indebtedness against loss in respect thereof or (d) to otherwise assure or hold harmless the holder of such Indebtedness against loss in respect thereof.  The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount of the Indebtedness in respect of which such Guaranty Obligation is made.

“Hedging Agreements” shall mean, with respect to any Person, any agreement entered into to protect such Person against fluctuations in interest rates, or currency or raw materials values, including, without limitation, any interest rate swap, cap or collar agreement or similar arrangement between such Person and one or more counterparties, any foreign currency exchange agreement, currency protection agreements, commodity purchase or option agreements or other interest or exchange rate hedging agreements.

“Hedging Obligations” shall mean, with respect to any Person, all obligations of such Person arising out of any Hedging Agreement.

“Immaterial Subsidiary” shall mean any Subsidiary that (a) did not, as of the last day of the fiscal quarter of the Company most recently ended for which financial statements have been delivered to the Administrative Agent pursuant to Section 5.1(a) or (b), have assets with a fair market value in excess of $25,000,000 or gross revenues over the most recently ended four-quarter period for which financial statements of the Company and its Subsidiaries have been delivered to the Administrative Agent pursuant to Section 5.1(a) or (b) in excess of $25,000,000 and (b) taken together with all Immaterial Subsidiaries as of the last day of the fiscal quarter of the Company most recently ended for which financial statements have been delivered to the Administrative Agent pursuant to Section 5.1(a) or (b), did not have assets with a fair market value in excess of $75,000,000 or gross revenues over the most recently ended four-quarter period for which financial statements of the Company and its Subsidiaries have been delivered to the Administrative Agent pursuant to Section 5.1(a) or (b) in excess of $75,000,000.  Each Immaterial Subsidiary as of the Restatement Effective Date shall be set forth in Schedule 1.1(c).

“Impacted Lender” shall mean, subject to Section 2.21(b) any Lender that, as determined by the Administrative Agent (with notice to the Company of such determination), has, or has a direct or indirect parent company that has, (a) become the subject of a proceeding under any Debtor Relief Law or (b) 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 or foreign regulatory authority acting in such a capacity; provided that a Lender shall not be an Impacted 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.

“Incremental Increase Amount” shall mean (a) $300,000,000 (excluding all incremental increases prior to the Restatement Effective Date under the Existing Credit Agreement) plus (b) any additional amount, so long as, in the case of this clause (b), after giving effect to such proposed Incremental Term Loan, Revolving Facility Increase and/or Additional Revolving Facility on a Pro Forma Basis, the Secured Net Leverage Ratio does not exceed 2.75 to 1.00; provided that (x) no cash or Cash Equivalents constituting proceeds of any proposed Incremental Term Loans or Loans made under any Revolving Facility Increase or Additional Revolving Facility may be applied to reduce Consolidated Funded Debt for purposes of calculating such Secured Net Leverage Ratio, and (y) such Secured Net Leverage Ratio shall be calculated as if any proposed Incremental Term Loans and the Revolving Facility (including any proposed Revolving Facility Increase and/or Additional Revolving Facility) had been outstanding and fully borrowed.

“Incremental Term Loan” shall have the meaning set forth in Section 2.22(a).

“Indebtedness” of any Person shall mean, without duplication for purposes of calculating financial ratios, (a) all indebtedness for borrowed money of such Person, (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables not overdue by more than 60 days incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such Person as lessee under Capital Leases, (f) all obligations of such Person under acceptances, letters of credit or other similar arrangements or credit support facilities, (g) all obligations of such Person in respect of Disqualified Equity Interests, valued, in the case of Redeemable Preferred Interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (h) all net obligations of such Person in respect of Hedging Agreements, (i) all Guaranty Obligations and Off-Balance Sheet Obligations of such Person and (j) all indebtedness and other payment obligations referred to in clauses (a) through (i) above of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness or other payment obligations.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except (other than in the case of general partner liability) to the extent that terms of such Indebtedness expressly provide that such Person is not liable therefor.

“Indemnified Taxes” shall mean Taxes, other than Excluded Taxes, including, without limitation, any amount withheld or deducted.

“Indemnitee” shall have the meaning set forth in Section 10.5(b).

“Insolvency” shall mean, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of such term as used in Section 4245 of ERISA.

“Intercompany Debt” shall have the meaning set forth in Section 10.19.

“Intellectual Property Collateral” shall have the meaning set forth in the Security Agreement.

“Interest Coverage Ratio” shall mean, as of any date of determination, the ratio of (a) Consolidated EBITDA for the four (4) consecutive quarters ending on such date, to (b) Consolidated Interest Expense for the four (4) consecutive quarters ending on such date; provided that, solely for purposes of determining the Interest Coverage Ratio, Consolidated Interest Expense shall be calculated on a Pro Forma Basis to give effect to any Indebtedness incurred, assumed or permanently repaid or extinguished during the relevant four quarter period in connection with any Permitted Acquisitions and permitted Asset Sales as if such incurrence, assumption, repayment or extinguishment had been effected on the first day of such period.

“Interest Determination Date” shall have the meaning specified in the definition of “Applicable Margin”.

“Interest Payment Date” shall mean (a) as to any Alternate Base Rate Loan or any LIBOR Market Index Rate Loan, SOFR Market Index Rate Loan or EURIBOR Market Index Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date, (b) as to any Term Benchmark Loan (other than any LIBOR Market Index Rate Loan, SOFR Market Index Rate or EURIBOR Market Index Rate Loan) having an Interest Period of three (3) months or less, the last day of such Interest Period and the Maturity Date, (c) as to any Term Benchmark Loan (other than any LIBOR Market Index Rate Loan, SOFR Market Index Rate or EURIBOR Market Index Rate Loan) having an Interest Period longer than three (3) months, (i) each three (3) month anniversary following the first day of such Interest Period, (ii) the last day of such Interest Period and (iii) the Maturity Date, and (d) as to any Loan which is the subject of a mandatory prepayment required pursuant to Section 2.7(b), the date on which such mandatory prepayment is due.

“Interest Period” shall mean, with respect to any Term Benchmark Loan (other than LIBOR Market Index Rate Loans, SOFR Market Index Rate Loans or EURIBOR Market Index Rate Loans),

“Investment” shall mean (a) the acquisition by any Person (whether for cash, property, services, assumption of Indebtedness, securities or otherwise) of Equity Interests, other ownership interests or other securities of any other Person or bonds, notes or debentures or all or substantially all of the assets of any Person (or a division or line of business of any Person), (b) any advance, loan or other extension of credit (including pursuant to a guaranty) to, any Person or (c) any other capital contribution to or investment in any Person, including, without limitation, any Guaranty Obligation (including any Guaranty Obligation for a letter of credit issued on behalf of such Person, but excluding any Letter of Credit issued pursuant to this Agreement) incurred for the benefit of such Person.

“Issuing Lenders” shall mean each U.S. Issuing Lender and each Multicurrency Issuing Lender, and “Issuing Lender” shall mean any of them.

“Issuing Lender Fees” shall have the meaning set forth in Section 2.5(c).

“ITA” shall mean the United Kingdom Income Tax Act 2007.

“Itron Metering Solutions Luxembourg” shall mean Itron Metering Solutions Luxembourg, a société à responsabilité limitée (private limited liability company), organized under the laws of Luxembourg, having its registered office at 12F, rue Guillaume Kroll, L-1882, Luxembourg, Grand-Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B 151.472.

“Joinder Agreement” shall mean a Joinder Agreement in substantially the form of Exhibit B, executed and delivered by an Additional Credit Party in accordance with the provisions of Section 2.23 or Section 5.9.

“Lender” shall mean any of the several banks and other financial institutions as are, or may from time to time become parties to this Agreement (including any Issuing Lender or any Swingline Lender); provided that notwithstanding the foregoing, “Lender” shall not include any Credit Party or any of the Credit Parties’ Affiliates or Subsidiaries.

“Lender Presentation” shall mean the Lender Presentation relating to the Company and the Facilities, dated October 3, 2017, made available to the Lenders, and all other marketing materials made available to the Lenders prior to the Restatement Effective Date.

“Lending Office” meansshall mean, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrowers and the Administrative Agent.

“Letter of Credit” shall mean (a) any letter of credit issued by an Issuing Lender pursuant to the terms hereof, (b) any Existing Letter of Credit and (c) any Bank Guarantee.

“Letter of Credit Facing Fee” shall have the meaning set forth in Section 2.5(c).

“Letter of Credit Fee” shall have the meaning set forth in Section 2.5(b).

“LIBOR” shall mean, subject to the implementation of a Replacement Rate in accordance with Section 2.13(c):

(i)   for any LIBOR Rate Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined on the basis of the rate for deposits in British Pounds Sterling or an Alternative Currency, as applicable, for a period equal to such Interest Period as published by the ICE Benchmark Administration Limited, or a comparable or successor quoting service approved by the Administrative Agent, at approximately 11:0011:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period.  If for any reason such rate is not available, then “LIBOR” with respect to such LIBOR Rate Loan shall mean the rate per annum determined by the Administrative Agent in accordance with its customary practices to be the arithmetic average of the rates per annum at which deposits in British Pounds Sterling, or the applicable Alternative Currency would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:0011:00 a.m. London time, two (2) Business Days prior to the commencement of the applicable Interest Period for a period equal to the Interest Period selected, and

(ii)   [reserved].

Notwithstanding the foregoing, (x) in no event shall LIBOR (or any Replacement Rate with respect thereto) be less than 0.0%, and (y) unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 2.13(c), in the event that a Replacement Rate with respect to LIBOR is implemented, then all references herein to LIBOR shall be deemed references to such Replacement Rate.

“LIBOR Market Index Rate” meansshall mean, for any date, the higher of (a) the rate for one month deposits in British Pounds Sterling or an Alternative Currency, as applicable, as published by the ICE Benchmark Administration Limited, or a comparable or successor quoting service approved by the Administrative Agent, as of 11:00 a.m. London time, on such day, or if such day is not a Business Day, then the immediately preceding Business Day (or if not so reported, then as determined by the Administrative Agent from another recognized source or interbank quotation) and (b) 0% (including for any Replacement Rate with respect thereto). Unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 2.13(c), in the event that a Replacement Rate with respect to the LIBOR Market Index Rate is implemented, then all references herein to the LIBOR Market Index Rate shall be deemed references to such Replacement Rate.

“LIBOR Market Index Rate Loan” shall mean Loans the rate of interest applicable to which is based on the LIBOR Market Index Rate.

“LIBOR Market Index Rate Tranche” shall mean the collective reference to LIBOR Market Index Rate Loans advanced on the same day.

“LIBOR Rate” shall mean a LIBOR rate per annum reasonably determined by the Administrative Agent in accordance with the definition of “LIBOR”.

“LIBOR Rate Loan” shall mean Loans the rate of interest applicable to which is based on the LIBOR Rate.

“LIBOR Tranche” shall mean the collective reference to LIBOR Rate Loans whose Interest Periods begin and end on the same day.

“Lien” shall mean any mortgage, pledge, hypothecation, assignment, transfer, encumbrance, lien (statutory or other), charge or other security interest or any other security agreement of any kind or nature whatsoever (including, without limitation, (a) any conditional sale or other title retention agreement and any Capital Lease having substantially the same economic effect as any of the foregoing and (b) the filing of, or the agreement to give, any UCC financing statement).

“Limited Condition Acquisition” meansshall mean any Acquisition that (a) is not prohibited hereunder, and (b) is not conditioned on the availability of, or on obtaining, third party financing.

“Loan” shall mean the Term Loan, a Revolving Loan (including any Revolving Loans made pursuant to any Additional Revolving Facility), a Swingline Loan, an Additional Alternative Currency Loan and/or an Incremental Term Loan (if any), as appropriate.

“LOC Commitment” shall mean the commitment of an Issuing Lender to issue Letters of Credit and with respect to each Revolving Lender, the commitment of such Revolving Lender to purchase Participation Interests in the Letters of Credit up to such Lender’s LOC Commitment, as such amount may be reduced from time to time in accordance with the provisions hereof or increased in connection with assignments made in accordance with the terms hereof.  Each Lender’s LOC Commitment as of the Restatement Effective Date is set forth on Schedule 2.1 hereto.

“LOC Committed Amount” shall have the meaning set forth in Section 2.3(a).

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

“LOC Obligations” shall mean, at any time, the sum of (a) the maximum amount which is, or at any time thereafter may become, available to be drawn under Letters of Credit then outstanding, assuming compliance with all requirements for drawings referred to in such Letters of Credit plus (b) the aggregate amount of all drawings under Letters of Credit honored by any Issuing Lender but not theretofore reimbursed.

“LOC Reserve Account” shall have the meaning set forth in Section 9.2(b).

“Luxembourg Borrowers” shall mean (i) Itron Metering Solutions Luxembourg, (ii) Itron Global, a société à responsabilité limitée (private limited liability company), organized under the laws of Luxembourg, having its registered office at 12F rue Guillaume Kroll, L-1882, Luxembourg, Grand-Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B 128.022 and (iii) any other Foreign Subsidiary incorporated under the laws of the Luxembourg and designated as a Foreign Borrower pursuant to Section 2.23.

“Luxembourg Credit Party” shall mean any Credit Party that has its seat in Luxembourg.

“Mandatory LOC Borrowing” shall have the meaning set forth in Section 2.3(e).

“Mandatory Swingline Borrowing” shall have the meaning set forth in Section 2.4(b)(ii).

“Material Adverse Effect” shall mean a material adverse effect on (a) the business, condition (financial or otherwise), operations, performance, properties or prospects of the Group Members, taken as a whole, (b) the legality, validity, binding effect or enforceability against any Credit Party (other than an Immaterial Subsidiary) of any Credit Document to which it is a party or (c) the ability of any Credit Party (other than an Immaterial Subsidiary) to perform its Obligations under any Credit Document to which it is or is to be a party.  For purposes of clarification, the incurrence of Indebtedness by the Company and/or its Subsidiaries in compliance with this Agreement shall not, in and of itself, be deemed to be a Material Adverse Effect.

“Material Contract” shall mean, with respect to the Company or any of its Subsidiaries, each contract to which such Person is a party involving aggregate consideration payable to or by such Person in excess of 10% of Consolidated revenues of the Company and its Subsidiaries determined on a Pro Forma Basis for the four fiscal quarter period ended September 30, 2017.

“Material Foreign Subsidiary” shall mean a first-tier Foreign Subsidiary, that, as of the last day of the fiscal quarter of the Company most recently ended for which financial statements have been delivered to the Administrative Agent pursuant to Section 5.1(a) or (b), had assets with a fair market value in excess of $25,000,000, or gross revenues in excess of $25,000,000 for the most recently ended four fiscal quarter period for which financial statements have been delivered to the Administrative Agent pursuant to Section 5.1(a) or (b).

“Material Indebtedness” shall mean Indebtedness (other than the Loans, the Letters of Credit and the Guarantees under the Credit Documents) of any one or more of the Credit Parties and their Subsidiaries in an aggregate principal amount outstanding of $50,000,000 or more.   For purposes of determining Material Indebtedness, the “principal amount” of the obligations of any Credit Party or any Subsidiary in respect of any Hedging Agreement at any time shall be the Termination Value thereof.

“Material Real Property” shall have the meaning set forth in Section 5.11(c).

“Materials of Environmental Concern” shall mean any gasoline or petroleum (including crude oil or any extraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including, without limitation, asbestos, perchlorate, polychlorinated biphenyls and urea-formaldehyde insulation.

“Maturity Date” shall mean the date that is five years following the First Amendment EffectiveOctober 18, 2026 (the “Stated Maturity Date”); provided, however, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day; provided further, however, that if, as of the Early Maturity Date, a Convertible Notes Event has not occurred, then the Maturity Date shall be the Early Maturity Date.

“Moody’s” shall mean Moody’s Investors Service, Inc., or any successor thereto.

“Mortgage” shall mean an agreement, including, but not limited to, a mortgage, deed of trust or any other document, creating and evidencing a first Lien (subject only to the Liens permitted thereunder) in favor of the Administrative Agent on each Additional Real Property, which shall be in substantially in the form of Exhibit P or other form reasonably acceptable to the Administrative Agent, with such schedules and including such provisions as shall be necessary to conform such document to applicable local or foreign law or as shall be customary under local or foreign law.

“Multicurrency Issuing Lender” shall mean (a) (i) Wells Fargo, (ii) JPMorgan Chase Bank, N.A. (or any applicable branch or AffiiateAffiliate thereof), (iii) [reserved], (iv) BNP Paribas, (v) Silicon Valley Bank[reserved] or (vi) such other Lender as determined by the Company and approved by the Administrative Agent (which approval shall not be unreasonably withheld), as applicable, and (b) any successor Multicurrency Issuing Lender hereunder.

“Multicurrency Swingline Committed Amount” hasshall have the meaning set forth in Section 2.4(a).  The Multicurrency Swingline Committed Amount is part of, and not in addition to, the Revolving Commitments.

“Multicurrency Swingline Lender” shall mean (a) (i) JPMorgan Chase Bank, N.A. (or any applicable branch or Affiliate thereof), (ii) [reserved] or (iii) such other Lender as determined by the Company and approved by the Administrative Agent (which approval shall not be unreasonably withheld) that agrees to be a Multicurrency Swingline Lender, and (b) any successor Multicurrency Swingline Lender hereunder.

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

“National Currency Unit” shall mean a fraction or multiple of one Euro Unit expressed in units of the former national currency of a Participating Member State.

“Net Cash Proceeds” meansshall mean:

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

“Note” or “Notes” shall mean the Term Loan Notes, the Revolving Loan Notes and/or the Swingline Loan Notes, collectively, separately or individually, as appropriate.

“Notice of Borrowing” shall mean a request for (a) a Term Loan borrowing pursuant to Section 2.2(a) or any borrowing of Incremental Term Loans, (b) a Revolving Loan borrowing pursuant to Section 2.1(b)(i) or (c) a Swingline Loan borrowing pursuant to Section 2.4(b)(i), as applicable, in substantially the form of Exhibit C attached hereto.

“Notice of Conversion/Continuation” shall mean the written notice of conversion of a Term Benchmark Loan to an Alternate Base Rate Loan or an Alternate Base Rate Loan to a Term Benchmark Loan, or continuation of a Term Benchmark Loan, in each case substantially in the form of Exhibit D.

“Obligations” shall mean the U.S. Obligations and the Foreign Obligations.

“OFAC” shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Off-Balance Sheet Obligation” meansshall mean, with respect to any Person, any obligation of such Person under a synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing classified as an operating lease in accordance with GAAP, if such obligations would give rise to a claim against such Person in a proceeding referred to in Section 7.1(e).  For the avoidance of doubt, “Off-Balance Sheet Obligation” shall not include any lease (other than those described in the immediately preceding sentence) that would have constituted an operating lease under GAAP as in effect for and applied by the Company prior to January 1, 2019.

“Original Closing Date” meansshall mean August 8, 2011.

“Original Effective Date” meansshall mean August 5, 2011.

“Other Parties” hasshall have the meaning assigned to such term in Section 11.7(c).

“Other Taxes” shall mean all present or future stamp, court or documentary Taxes and any other excise, property, intangible, recording, filing or similar Taxes which 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 Credit Document.

“Overnight LIBOR Rate” on any date shall mean the offered quotation to first-class banks in the London interbank market by the applicable Multicurrency Swingline Lender for the applicable Foreign Currency, as the case may be, of overnight deposits of amounts in immediately available funds comparable to the outstanding principal amount of the Multicurrency Swingline Loan denominated in such Foreign Currency of the applicable Multicurrency Swingline Lender as of 11:00 a.m. (London time) on such date; provided that, in the event Administrative Agent has made any determination pursuant to Section 2.14 in respect of the Multicurrency Swingline Loans denominated in such Foreign Currency, or in the circumstances described in Section 2.14 in respect of the Multicurrency Swingline Loan, the Overnight LIBOR Rate determined pursuant to this definition shall instead be the rate determined by the applicable Multicurrency Swingline Lender as the all-in-cost of funds for such applicable Multicurrency Swingline Lender to fund such Multicurrency Swingline Loan, in each case, for LIBOR Rate Loans plus, the Applicable Margin.  Notwithstanding the foregoing, in no event shall the Overnight LIBOR Rate be less than 0.0%.

“Participating Member State” shall mean each country so described in any EMU Legislation.

“Participant” hasshall have the meaning assigned to such term in Section 10.6(d).

“Participation Interest” shall mean a participation interest purchased (or required to be purchased following demand or the occurrence of a specified event) by a Revolving Lender in LOC Obligations as provided in Section 2.3(c), in Swingline Loans as provided in Section 2.4 and in Additional Alternative  Currency Loans as provided in Section 1.7.

“Patriot Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

“Payment Event of Default” shall mean an Event of Default specified in Section 7.1(a).

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

“Perfection Certificate” shall mean the Perfection Certificate, dated as of the Restatement Effective Date (which shall be substantially in the form of Exhibit J-1).

“Perfection Certificate Supplement” shall mean each supplement to the Perfection Certificate, delivered pursuant to the terms of this Agreement (which shall be substantially in the form of Exhibit J-2).

“Permitted Acquisition” shall mean an Acquisition, in each case so long as:

“Permitted Investments” shall have the meaning set forth in Section 6.5.

“Permitted Refinancing” shall mean, with respect to any Person, any refinancing, refunding, renewal, replacement or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so refinanced, refunded, renewed, replaced or extended except by an amount equal to unpaid accrued interest and premium (including tender premiums) thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such refinancing, refunding, renewal, replacement or extension, (b) the Indebtedness resulting from such refinancing, refunding, renewal, replacement or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being refinanced, refunded, renewed, replaced or extended, (c) at the time thereof, no Default shall have occurred and be continuing, and (d) (i) to the extent such Indebtedness being refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the Obligations, the Indebtedness resulting from such refinancing, refunding, renewal, replacement or extension is subordinated in right of payment to the Obligations on terms, taken as a whole, at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being refinanced, refunded, renewed, replaced or extended, (ii) the other terms and conditions (excluding as to subordination, pricing, premiums and optional prepayment or optional redemption provisions) of any such refinanced, refunded, renewed, replaced or extended Indebtedness, taken as a whole, are not materially less favorable to the Credit Parties or the Lenders than the terms and conditions of the Indebtedness being refinanced, refunded, renewed, replaced or extended, taken as a whole (provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be prima facie evidence that such terms and conditions satisfy the foregoing requirement), and (iii) the obligors (including any guarantors) in respect of the Indebtedness resulting from such refinancing, refunding, renewal, replacement or extension shall be the same as the obligors (including any guarantors) of the Indebtedness being refinanced, refunded, renewed, replaced or extended.

“Permitted Unsecured Indebtedness” shall mean unsecured senior debt and unsecured subordinated debt of the Company or any Foreign Subsidiary (a) that is not scheduled to mature prior to the date that is six (6) months after the Maturity Date in effect hereunder upon the incurrence thereof; (b) that does not mature or have scheduled amortization payments of principal or payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than offers to purchase upon a change of control or asset sale that are market on the date of the incurrence of such Permitted Unsecured Indebtedness) earlier than the date that is six (6) months after the Maturity Date in effect hereunder upon the incurrence thereof; (c) that has representations and warranties, covenants, events of default and other terms that are no more restrictive in any material respect, taken as a whole, than those in this Agreement and (d) that does not require compliance with any financial maintenance covenants.

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

“Plan” shall mean, as of any date of determination, any employee benefit plan which is covered by Title IV of ERISA and in respect of which any Credit Party or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Preferred Interests” shall mean, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.

“Proposed Currency” shall have the meaning set forth in Section 1.7(a).

“Prime Rate” shall have the meaning set forth in the definition of Alternate Base Rate.

“Pro Forma Basis” shall mean, (a) with respect to a Permitted Acquisition or Investment permitted pursuant to Section 6.5(c), 6.5(m) or 6.5(n) and for any other purpose relating to a Permitted Acquisition or Investment permitted pursuant to Section 6.5(c), 6.5(m) or 6.5(n), pro forma on the basis that (i) any Indebtedness incurred or assumed in connection with such Permitted Acquisition or such Investment was incurred or assumed on the first day of the applicable period, and any Indebtedness repaid in connection with such Permitted Acquisition or such Investment was repaid on the first day of the applicable period, (ii) if such Indebtedness incurred or assumed bears a floating interest rate, such interest shall be calculated over the pro forma period at the rate in effect on the date of such Permitted Acquisition or such Investment and (iii) all income and expense associated with the assets or entity acquired in connection with such Permitted Acquisition or such Investment (other than the fees, costs and expenses associated with the consummation of such Permitted Acquisition or such Investment) for the most recently ended four fiscal quarter period for which such income and expense amounts are available shall be treated as being earned or incurred by Company over the applicable period on a pro forma basis, (b) with respect to an Asset Sale or any sale or other disposition pursuant to Section 6.4(b)(iv), pro forma on the basis that (i) any Indebtedness prepaid out of the proceeds of such Asset Sale or disposition shall be deemed to have been prepaid as of the first day of the applicable period, and (ii) all income and expense associated with the assets or entity disposed of in connection with such Asset Sale or disposition shall be deemed to have been eliminated as of the first day of the applicable period and (c) with respect to any purpose relating to an incurrence, assumption or prepayment of Indebtedness or the payment of any Restricted Payment, pro forma on the basis that (i) such Indebtedness was incurred, assumed or prepaid or such Restricted Payment was incurred or paid on the first day of the applicable period (and if any such incurred or assumed Indebtedness was utilized to refinance other Indebtedness, that such other Indebtedness was repaid on the first day of the applicable period), and (ii) if such incurred or assumed Indebtedness bears a floating interest rate, such interest shall be calculated over the pro forma period at the rate in effect on the date of the incurrence of such Indebtedness.

“Properties” shall have the meaning set forth in Section 3.10(a).

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

“Purchase Money Obligation” shall mean, for any person, the obligations of such person in respect of Indebtedness (including Capital Leases) incurred for the purpose of financing all or any part of the purchase price of any property (including Equity Interests of any person) or the cost of installation, construction or improvement of any property; provided, however, that (i) such Indebtedness is incurred within one (1) year after such acquisition, installation, construction or improvement of such property by such person and (ii) the amount of such Indebtedness does not exceed 100% of the cost of such acquisition, installation, construction or improvement, as the case may be.

“QFC” hasshall have 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” hasshall have the meaning assigned to such term in Section 10.29.

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

“Qualified Equity Interests” shall mean, with respect to any Person, such Equity Interests of such Person that are not Disqualified Equity Interests.

“Qualifying Lender” meansshall mean, with respect to a Borrower incorporated in the U.K.:

“RCS” shall mean Registre de Commerce et des Sociétés.

“Real Property” shall mean, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Recipient” shall have the meaning set forth in Section 2.16(b)(iii).

“Redeemable” shall mean, with respect to any Equity Interest, any Indebtedness or any other right or obligation, any such Equity Interest, Indebtedness, right or obligation that (a) the issuer has undertaken to redeem at a fixed or determinable date or dates, whether by operation of a sinking fund or otherwise, or upon the occurrence of a condition not solely within the control of the issuer or (b) is redeemable at the option of the holder.

“Register” shall have the meaning set forth in Section 10.6(c).

“Reimbursement Obligation” shall mean the obligation of the applicable Borrower to reimburse the applicable Issuing Lender pursuant to Section 2.3(d) for amounts drawn under Letters of Credit.

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

“Reportable Event” shall mean any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty-day notice period is waived under PBGC Reg. §4043 or otherwise.

“Required Lenders” shall mean, as of any date of determination, Lenders holding at least a majority of (a) prior to the termination of the Revolving Commitments, the outstanding Revolving Commitments, unused Term Loan Commitments and Term Loans or (b) if the Revolving Commitments have been terminated, the unused Term Loan Commitments and the outstanding Loans and Participation Interests; provided, however, that if any Lender shall be a Defaulting Lender at such time, then there shall be excluded from the determination of Required Lenders, the Loans and Participation Interests owing to such Defaulting Lender and such Defaulting Lender’s Commitments.

“Requirement of Law” shall mean, as to any Person, (a) the articles or certificate of incorporation, by-laws or other organizational or governing documents of such Person, and (b) all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes, executive orders, 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); in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

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

“Responsible Officer” shall mean, for any Credit Party, the chief executive officer, president, chief financial officer, treasurer or other similar officer of such Credit Party (or other officer duly authorized by a Credit Party to act with respect to the Credit Documents on behalf of such Credit Party) and, as to any document delivered on the Restatement Effective Date referred to in Section 4.1(b), the secretary of such Credit Party.

“Restatement Effective Date” shall mean the date as of which all the conditions set forth or referred to in Section 4.1 hereof shall have been satisfied or waived.

“Restatement Effective Date Acquisition” shall have the meaning set forth in the definition of "Transactions".

“Restricted Payment” shall mean (a) any dividend or other distribution, direct or indirect, on account of any Equity Interests of any Group Member, now or hereafter outstanding, (b) any redemption, retirement, sinking fund payment or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interests of any Group Member, now or hereafter outstanding or (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any Equity Interests of any Group Member, now or hereafter outstanding.

“Restructure” shall mean the restructuring of certain components of the Company’s business in the manner disclosed in writing by the Company to the Lenders prior to the Restatement Effective Date.

“Revaluation Date” shall mean , subject to Section 1.6:

(a)

with respect to any Loan or Participation Interest denominated in a Foreign Currency, each of the following:  (i) the date of the borrowing of such Loan or the making of such Participation Interest (including any borrowing or deemed borrowing in respect of any unreimbursed portion of any payment by the applicable Issuing Lender under any Letter of Credit or any unreimbursed Swingline Loan), but only as to the amounts so borrowed or made on such date; (ii) each date of a continuation of such Loan pursuant to the terms of this Agreement, but only as to the amounts so continued on such date; and (iii) such additional dates as the Administrative Agent shall determine, and

(b)

with respect to any Letter of Credit denominated in a Foreign Currency, each of the following:    (ai) each date a Loan is made pursuant to this Agreement, a Commitment is made or increased pursuant to Section 2.22 or aof issuance of such Letter of Credit is issued, amended or extended pursuant to Section 2.3; (b) each date a Loan is converted to or continued as a Term Benchmark Loan pursuant, but only as to the termsstated amount of this Agreement; (c) each date a Revolving Loan is made to reimburse a Swingline Loan or drawing under a Letter of Credit or a Participation Interest is required to be purchased in an outstanding Swingline Loan or outstanding LOC Obligation or outstanding Additional Alternative Currency Loan pursuant to the terms of this Agreement; (d) the last Business Day of each calendar month (or, in solely in the case of LOC Obligations with respect to Letters of Credit denominated in a Foreign Currency, the first Business Day of each calendar month)the Letter of Credit so issued on such date; and (eii) such additional dates as the Administrative Agent or the Required Lenders shall reasonably specifydetermine.

“Revolving Commitment” shall mean, with respect to each Revolving Lender, the Commitment of such Revolving Lender to make Revolving Loans in an aggregate principal amount at any time outstanding up to such Lender’s Revolving Commitment Percentage of the Revolving Committed Amount.  Each Lender’s Revolving Commitment as of the Restatement Effective Date is set forth on Schedule 2.1 hereto.  For the avoidance of doubt, each Lender’s Revolving Commitment includes such Lender’s Commitment, if any, under any Revolving Facility Increase and any Additional Revolving Facility.

“Revolving Commitment Percentage” shall mean, with respect to each Revolving Lender, the percentage obtained by dividing the amount of its Revolving Commitment by the aggregate amount of the Revolving Commitments of all Lenders.  If the Revolving Commitments have terminated or expired, the Revolving Commitment Percentage shall be determined based on the outstanding Revolving Loans and Participation Interests.  Each Lender’s Revolving Commitment Percentage as of the Restatement Effective Date is set forth on Schedule 2.1 hereto.

“Revolving Committed Amount” shall have the meaning set forth in Section 2.1(a).

“Revolving Facility” shall have the meaning set forth in Section 2.1(a).

“Revolving Facility Increase” shall have the meaning set forth in Section 2.22(a).

“Revolving Lender” shall mean, as of any date of determination, a Lender holding a Revolving Commitment, a Revolving Loan or a Participation Interest on such date.

“Revolving Loan” shall have the meaning set forth in Section 2.1(a).

“Revolving Loan Note” or “Revolving Loan Notes” shall mean the promissory notes of the Borrowers provided pursuant to Section 2.1(e) in favor of any of the Revolving Lenders evidencing the Revolving Loan provided by any such Revolving Lender, individually or collectively, as appropriate.

“S&P” shall mean S&P Global Ratings, a segment of S&P Global Inc., or any successor thereto.

“Sanctioned Entity” shall mean (a) a country, region or territory or a government of a country, region or territory, (b) an agency of the government of a country, region or territory, (c) an organization directly or indirectly controlled by a country, region or territory or its government or (d) a person or entity located, organized or resident in or determined to be resident in a country, region or territory, that is subject to Sanctions, which currently include Crimea, Cuba, Iran, North Korea and Syria.

“Sanctioned Person” shall mean, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, or by the United Nations Security Council, the European Union or any European Union member state, the Canadian government, HerHis Majesty’s Treasury or other relevant sanctions authority in any of the foregoing jurisdictions, (b) any Person located, operating, organized or resident in a country, region or territory which is itself the subject or target of any Sanctions or (c) any Person that is, or is owned or controlled by any such Person or Persons, described in the foregoing clauses (a) or (b) or by any such Person or Persons that is the subject or target of any Sanctions.

“Sanctions” shall mean any sanctions or restrictive measures enacted, administered, imposed or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, the Canadian government, HerHis Majesty’s Treasury, or other relevant sanctions authority.

“Sarbanes‑Oxley” shall mean the Sarbanes‑Oxley Act of 2002.

“SEC” shall mean the Securities and Exchange Commission or any successor Governmental Authority.

“Second Amendment Effective Date” shall mean October 19, 2020.

“Secured Net Leverage Ratio” shall mean, at any date of determination, the ratio of (a) Consolidated Funded Debt at such date that is secured by a Lien less unrestricted (it being understood that cash and Cash Equivalents shall not be deemed restricted as a result of Liens pursuant to the Credit Documents) cash and Cash Equivalents on hand of the Group Members that is not subject to a Lien (other than Liens in favor of the Administrative Agent and Liens permitted under Section 6.2(g)) to (b) Consolidated EBITDA for the four (4) consecutive quarters ending on such date.

“Secured Parties” shall mean, collectively, the Administrative Agent, each Issuing Lender, each Swingline Lender, each other Lender and each Bank Product Provider.

“Securities Act” shall mean the Securities Act of 1933, together with any amendment thereto or replacement thereof and any rules or regulations promulgated thereunder.

“Security Agreement” shall mean the Security Agreement, dated as of the Original Effective Date and amended as of June 23, 2015, as the same may be further amended, restated, supplemented or otherwise modified from time to time, executed by the U.S. Credit Parties in favor of the Administrative Agent, for the benefit of the Secured Parties.

“Security Documents” shall mean the Security Agreement, any Foreign Pledge Agreement, any Deposit Account Control Agreement and all other agreements, documents and instruments relating to, arising out of, or in any way connected with any of the foregoing documents or granting to the Administrative Agent, for the benefit of the Secured Parties, Liens or security interests to secure, inter alia, the Obligations, whether now or hereafter executed and/or filed executed and delivered in connection with the granting, attachment and perfection of the Administrative Agent’s security interests and liens arising thereunder, including, without limitation, UCC financing statements.

“Single Employer Plan” shall mean any Plan that is not a Multiemployer Plan.

“SOFR” ” shall mean a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” ” shall mean the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Loan” shall mean any Loan bearing interest at a rate based on Adjusted Term SOFR.

“SOFR Market Index Rate” shall mean, for any date, the higher of (a) the sum of (i) the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such date, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for a tenor of one month has not been published by the Term SOFR Administrator and a Replacement Rate with respect to the Term SOFR Reference Rate has not been implemented in accordance with Section 2.13(c), then the amount to be computed pursuant to this clause (i) will be the Term SOFR Reference Rate for a tenor of one month as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for a tenor of one month was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day and (ii) the Term SOFR Adjustment and (b) the Floor (including for any Replacement Rate with respect thereto).  Unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 2.13(c), in the event that a Replacement Rate with respect to the SOFR Market Index Rate is implemented, then all references herein to the SOFR Market Index Rate shall be deemed references to such Replacement Rate.

“SOFR Market Index Rate Loan” shall mean Loans the rate of interest applicable to which is based on the SOFR Market Index Rate.

“SOFR Tranche” shall mean the collectivelcollective reference to SOFR Loans whose Interest Period begin and end on the same day.

“Solvent” and “Solvency” shall mean, with respect to any Person on a particular date, that on such date (a) 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, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, (e) in relation to any Person that has its seat in the Federal Republic of Germany, such Person is neither illiquid (zahlungsunfähig) within the meaning of section 17 German Insolvency Code (Insolvenzordnung), nor is its illiquidity imminent (drohende Zahlungsunfähigkeit) within the meaning of section 18 German Insolvency Code (Insolvenzordnung), nor is such Person over-indebted (überschuldet) within the meaning of section 19 German Insolvency Code (Insolvenzordnung), (f) in relation to any Person that has its seat in Luxembourg, such person is not in cessation of payments (cessation de paiement) within the meaning of article 437 of the Luxembourg Commercial Code and (g) in relation to any Person that is incorporated and registered in England and Wales, such Person is not deemed to be insolvent for the purposes of the Insolvency Act 1986.  The amount of contingent liabilities at any time shall be computed as the amount that, in the 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 Acquisition Agreement Representations” meansshall mean such of the representations and warranties made by the Acquired Company or its Subsidiaries or Affiliates or with respect to the Acquired Company, its Subsidiaries or its business in the Acquisition Agreement as are material to the interests of the Lenders in their capacities as such, but only to the extent that the Company or its Affiliates have the right to terminate its or their respective obligations under the Acquisition Agreement or otherwise decline to close the Restatement Effective Date Acquisition as a result of a breach of any such representations and warranties or any such representations and warranties not being accurate.

“Specified Representation Default” shall have the meaning set forth in Section 2.23(e).

“Specified Representations” meansshall mean the representations and warranties set forth in Sections 3.3 (solely with respect to clauses (a) and (c) of the first sentence thereof, in each case, solely with respect to each Credit Party and, in the case of clause (c) solely with respect to the authorization, execution, delivery and performance of the Credit Documents to which such Credit Party is or is to be party), 3.4 (solely with respect to (x) the first sentence thereof other than clauses (ii) and (iv) thereof, and, in each case, solely with respect to the execution, delivery and performance by each Credit Party of each Credit Document to which it is or is to be a party, and (y) the third and fourth sentences thereof), 3.7, 3.8, 3.11, 3.17, 3.18, 3.23 (solely with respect to the fourth and fifth sentences thereof), 3.25, 3.26 and 3.27.

“Spot Rate” shall mean, subject to Section 1.6, for any currency, with respect to any day, the rate determined on such date on the basis of the offered exchange rates, as reflected in the foreign currency exchange rate display of the Reuters Group (or on any successor or substitute page, or any successor to or substitute for Reuters Group, providing exchange rate quotations comparable to those currently provided (either by the Reuters Group on such page, as determinedpublication or otherwise provided or made available to the Administrative Agent) by Thomson Reuters Corp. (or an equivalent service chosen by the Administrative Agent from time to time) at or about 11:00 a.m. on the date two (2) Business Days prior to the datein its reasonable discretion) as of which the foreign exchange computation is made, tospot rate for the purchase Dollars withof such currency (or such other foreign exchange purchase as is applicable); provided that, if at least two (2) such offered rates appear on such display, the rate shall be the arithmetic mean of such offered rates and, if no such offered rates are so displayed, the Spot Rate shall be determinedwith another currency at a time selected by the Administrative Agent in accordance with the procedures generally used by the Administrative Agent on the basis of the arithmetic mean of such offered rates as determined by the Administrative Agent in accordance with its normal practicefor syndicated credit facilities in which it acts as administrative agent.

“Stated Maturity Date” shall have the meaning set forth in the definition of “Maturity Date”.

“Subsidiary” shall mean, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, limited liability company, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement or any other Credit Document shall refer to a Subsidiary or Subsidiaries of the Company.

“Subject Party” shall have the meaning set forth in Section 2.16(b)(iii).

“Supplier” shall have the meaning set forth in Section 2.16(b)(iii).

“Supported QFC” hasshall have the meaning assigned to such term in Section 10.29.

“Swap Obligation” shall mean, 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.

“Swingline Commitment” shall mean the commitment of the Swingline Lenders to make Swingline Loans in an aggregate principal amount at any time outstanding up to the Swingline Sublimit, and the commitment of the Revolving Lenders to purchase participation interests in the Swingline Loans as provided in Section 2.4(b)(ii), as such amounts may be reduced from time to time in accordance with the provisions hereof or increased in connection with assignments made in accordance with the terms hereof.

“Swingline Committed Amount” shall mean the aggregate amount of the Swingline Lenders’ U.S. Swingline Committed Amount and Multicurrency Swingline Committed Amount.  The Swingline Committed Amount is part of, and not in addition to, the Revolving Commitments.

“Swingline Lenders” shall mean the U.S. Swingline Lenders and the Multicurrency Swingline Lenders, and “Swingline Lender” shall mean any of them.

“Swingline Exposure” meansshall mean, with respect to any Lender, an amount equal to the Revolving Commitment Percentage of such Lender multiplied by the principal amount of outstanding Swingline Loans.

“Swingline Loan” shall have the meaning set forth in Section 2.4(a).

“Swingline Loan Note” shall mean the promissory note of the applicable Borrower in favor of the applicable Swingline Lender evidencing the Swingline Loans provided pursuant to Section 2.4(d).

“Swingline Sublimit” shall mean the lesser of (a) the Swingline Committed Amount and (b) the Dollar Equivalent of FIFTY MILLION DOLLARS ($50,000,000).

“Target” shall have the meaning set forth in the definition of “Acquisition”.

“Target Settlement Day” meansshall mean any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open for settlement of payment in Euros.

“Tax Confirmation” shall mean, with respect to a Borrower incorporated in the U.K., a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Credit Document is either (i) a company resident in the U.K. for U.K. tax purposes; or (ii) a partnership each member of which is (A) a company so resident in the U.K.; or (B) a company not so resident in the U.K. which carries on a trade in the U.K. through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or (C) a company not so resident in the U.K. which carries on a trade in the U.K. through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company (a “U.K. Tax Confirmation”).

“Tax Deduction” shall mean a deduction or withholding for or on account of Tax from a payment under a Credit Document.

“Taxes” or “Tax” shall mean 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, fines additions to tax or penalties applicable thereto.

“Term Benchmark Loan” shall mean any EURIBOR Market Index Rate Loan, EURIBOR Rate Loan, LIBOR Market Index Rate Loan, LIBOR Rate Loan, SOFR Market Index Rate Loan or SOFR Loan, as applicable.

“Term Loan” shall mean the term loans extended to the Company pursuant to the Term Loan Commitments, including, unless the context otherwise requires, any Incremental Term Loans.  The amount of each Lender’s Term Loan as of the Restatement Effective Date is set forth on Schedule 2.1 hereto.  The aggregate amount of Term Loans outstanding on the Restatement Effective Date is $650,000,000.

“Term Loan Commitment” shall mean, with respect to each Term Loan Lender, the commitment of such Term Loan Lender to make its portion of the Term Loan in a principal amount equal to such Term Loan Lender’s Term Loan Commitment Percentage.  For the avoidance of doubt, each Lender’s Term Loan Commitment includes such Lender’s Commitment to make Incremental Term Loans, if any.

“Term Loan Commitment Percentage” shall mean, with respect to each Term Loan Lender, the percentage obtained by dividing the amount of its Term Loan Commitment by the aggregate amount of the Term Loan Commitments of all Lenders.

“Term Loan Facility” shall mean the facility providing Term Loans hereunder.

“Term Loan Lender” shall mean a Lender holding a Term Loan Commitment or a portion of the outstanding Term Loans.

“Term Loan Note” or “Term Loan Notes” shall mean the promissory notes of the Company (if any) in favor of any of the Term Loan Lenders evidencing the portion of the Term Loan provided by any such Term Loan Lender, individually or collectively, as appropriate.

“Term SOFR” shall mean, subject to the implementation of a Replacement Rate in accordance with Section 2.13(c):

Unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 2.13(c), in the event that a Replacement Rate with respect to Term SOFR is implemented, then all references herein to Term SOFR shall be deemed references to such Replacement Rate.

“Term SOFR Adjustment” shall mean a percentage equal to 0.10% per annum.

“Term SOFR Administrator” shall mean CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Reference Rate” shall mean the forward-looking term rate based on SOFR.

“Termination Value” shall mean, in respect of any one or more Hedging Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedging Agreements, (a) for any date on or after the date such Hedging Agreements 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 Hedging Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedging Agreements (which may include a Lender or any Affiliate of a Lender).

“Total Leverage Ratio” shall mean, at any date of determination, the ratio of (a) Consolidated Funded Debt at such date to (b) Consolidated EBITDA for the four (4) consecutive quarters ending on such date.

“Total Net Leverage Ratio” shall mean, at any date of determination, the ratio of (a) Consolidated Funded Debt at such date less unrestricted (it being understood that cash and Cash Equivalents shall not be deemed restricted as a result of Liens pursuant to the Credit Documents) cash and Cash Equivalents on hand of the Group Members that is not subject to a Lien (other than Liens in favor of the Administrative Agent and Liens permitted under Section 6.2(g)) to (b) Consolidated EBITDA for the four (4) consecutive quarters ending on such date.

“Tranche” shall mean the collective reference to (a) LIBOR Market Index Rate Loans advanced on the same day, (b) LIBOR Rate Loans whose Interest Periods begin and end on the same day, (c) EURIBOR Market Index Rate Loans advanced on the same day, (d) EURIBOR Rate Loans whose Interest Periods begin and end on the same day, (e) SOFR Market Index Rate Loans advanced on the same day, (f) SOFR Loans whose Interest Periods begin and end on the same day and (g) Alternate Base Rate Loans made on the same day.

“Transaction Costs” meansshall mean all costs, fees and expenses (including premiums and original issue discount) incurred by the Company or any Subsidiary in connection with the Transactions.

“Transactions” shall mean, collectively, (a) the closing of this Agreement (including the initial borrowings thereunder and the use of proceeds thereof), (b) the merger of Ivory Merger Sub, Inc., a Delaware corporation and direct wholly-owned Subsidiary of the Company (“Ivory Merger Sub”), with and into Silver Spring Networks, Inc., a Delaware corporation (the “Acquired Company”), pursuant to the terms of the Agreement and Plan of Merger dated as of September 17, 2017, by and among the Acquired Company, the Company and Ivory Merger Sub (together with all exhibits and schedules thereto, the “Acquisition Agreement”), with the Acquired Company surviving such merger as a direct wholly-owned Subsidiary of the Company and changing its corporate name to Itron Networked Solutions, Inc., and the consummation of the other transactions contemplated thereby (this clause (b) collectively, the “Restatement Effective Date Acquisition”), (c) the consummation of the Existing Indebtedness Refinancing, (d) the payment of the Transaction Costs and (e) the execution and delivery by the Credit Parties and their Affiliates, as applicable, of the 2017 Senior Notes Indenture and related documentation, the issuance of the 2017 Senior Notes, the release of the proceeds thereof from any escrow or similar arrangement and the use of proceeds thereof.

“Treasury Services Agreement” shall mean any agreement relating to (a) treasury, depositary and cash management services or automated clearinghouse transfer of funds, (b) any Foreign Working Capital Obligations or (c) commercial credit card, purchase card and merchant card services.

“Treaty Lender” shall mean, with respect to a Borrower incorporated in the U.K., a Lender that: (a) is treated as a resident of a jurisdiction having a double taxation agreement with the U.K. that makes provision for full exemption from tax on payments of interest imposed by the U.K., and (b) does not carry on a business in the U.K. through a permanent establishment with which that Lender’s participation in the Loan is effectively connected.

“Type” shall mean, as to any Loan, its nature as an Alternate Base Rate Loan, EURIBOR Market Index Rate Loan, EURIBOR Rate Loan, LIBOR Market Index Rate Loan, LIBOR Rate Loan, SOFR Market Index Rate Loan or SOFR Loan, as the case may be.

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

“U.K.” shall mean England and Wales or, in relation to Taxes only, the United Kingdom of Great Britain and Northern Ireland.

“U.K. Borrowers” shall mean (i) Itron Development UK Ltd., a limited liability company incorporated under the laws of England and Wales, with registered number 6195664, (ii) Itron Metering Solutions UK Limited, a limited liability company incorporated under the laws of England and Wales, with registered number 4274515, and (iii) and any other Foreign Subsidiary incorporated or organized under the laws of England and Wales and designated as a Foreign Borrower pursuant to Section 2.23.

“U.K. Credit Parties” shall mean any Credit Party incorporated or organized under the laws of England and Wales.

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

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

“U.K. Tax Confirmation” shall have the meaning set forth in the definition of “Tax Confirmation.”

“U.S. Credit Parties” shall mean the Company and the Company Guarantors.

“U.S. Government Securities Business Day” shall mean any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities; provided, that for purposes of notice requirements in Sections 2.1(b), 2.7(a) and 2.9, in each case, such day is also a Business Day.

“U.S. Issuing Lender” shall mean, as the context may require, (a) with respect to (i) all Existing Letters of Credit denominated in Dollars, Wells Fargo, JPMorgan Chase Bank, N.A. and Silicon Valley Bank, and (ii) all other Letters of Credit issued on behalf of the Company in Dollars, (w) Wells Fargo, (x) JPMorgan Chase Bank, N.A., (y) Silicon Valley Bank[reserved] or (z) such other Lender as determined by the Company and approved by the Administrative Agent (which approval shall not be unreasonably withheld) that agrees to be a U.S. Issuing Lender, as applicable, and (b) any successor U.S. Issuing Lender hereunder.

“U.S. Obligations” shall mean, collectively, (a) all of the obligations, Indebtedness and liabilities of the U.S. Credit Parties to the Lenders (including the Issuing Lenders and the Swingline Lenders) and the Administrative Agent, whenever arising, under this Agreement, the Notes or any of the other Credit Documents, including principal, interest, fees, costs, charges, expenses, professional fees, reimbursements, all sums chargeable to the U.S. Credit Parties or for which any U.S. Credit Party is liable as an indemnitor and whether or not evidenced by a note or other instrument, indemnification obligations and other amounts and all amounts owing under Article XI by any Credit Party pursuant to the Guaranty provided therein (including, but not limited to, any interest accruing after the occurrence of a filing of a petition of bankruptcy under any Debtor Relief Law with respect to any Group Member, regardless of whether such interest is an allowed claim under any Debtor Relief Law), and (b) all obligations, Indebtedness and liabilities of any U.S. Credit Party under each Hedging Agreement or Treasury Services Agreement entered into with any Bank Product Provider, including principal, interest, fees, costs, charges, expenses, professional fees, reimbursements, guaranty obligations, all sums chargeable to any U.S. Credit Party or for which any U.S. Credit Party is liable as an indemnitor and whether or not evidenced by a note or other instrument, indemnification obligations and other amounts, in each case, under any Hedging Agreement or Treasury Services Agreement (including, but not limited to, any interest accruing after the occurrence of a filing of a petition of bankruptcy under any Debtor Relief Law with respect to any Group Member, regardless of whether such interest is an allowed claim under such Debtor Relief Law).

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

“U.S. Special Resolution Regimes” hasshall have the meaning assigned to such term in Section 10.29.

“U.S. Swingline Lender” shall mean (i) Wells Fargo or (ii) such other Lender as determined by the Company and approved by the Administrative Agent (which approval shall not be unreasonably withheld) that agrees to be a U.S. Swingline Lender, and any successor U.S. Swingline Lender hereunder.

“U.S. Swingline Committed Amount” hasshall have the meaning set forth in Section 2.4(a).  The U.S. Swingline Committed Amount is part of, and not in addition to, the Revolving Commitments.

“U.S. Tax Compliance Certificate” hasshall have the meaning set forth in Section 2.16(f)(ii)(B)(III) and shall be in substantially the same form as the applicable certificate set forth on Exhibit I.

“VAT” shall mean (a) any tax imposed in compliance with the council directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112), and (b) any other tax of similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to such tax referred to in (a) or elsewhere.

“Voting Stock” shall mean, with respect to any Person, Equity Interests 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 may be or have been suspended by the happening of such a contingency.

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing:  (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness; provided, that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness that is being refinanced, refunded, renewed, replaced or extended (the “Applicable Indebtedness”), the effects of any amortization of or prepayments made on such Applicable Indebtedness prior to the date of the applicable modification, refinancing, refunding, renewal, replacement or extension shall be disregarded.

“Wells Fargo” shall mean Wells Fargo Bank, National Association, a national banking association, together with its successors and/or assigns.

“WFS” shall mean Wells Fargo Securities, LLC, together with its successors and assigns.

“Wholly Owned Subsidiary” shall mean, with respect to any person, any corporation, partnership, limited liability company or other entity of which all of the Equity Interests (other than, in the case of a corporation, directors’ qualifying shares or nominee shares required under applicable law) are directly or indirectly owned or controlled by such person and/or one or more Wholly Owned Subsidiaries of such person.

“Withholding Agent” shall mean a Credit Party, the Administrative Agent, or, in the case of any Lender that is treated as a partnership for U.S. federal income tax purposes, such Lender or any partnership for U.S. federal income tax purposes that is a direct or indirect (through a chain of entities treated as flow-through entities for U.S. federal income tax purposes) beneficial owner of such Lender, or any of their respective agents, that is required under applicable law to deduct or withhold any Tax from a payment by or on account of any obligation of any Credit Party under any Credit Document.

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

	Date	Scheduled Repayment
	December 31, 2019	$7,343,750.00
	March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020	$7,343,750.00 $7,343,750.00 $7,343,750.00 $7,343,750.00
	March 31, 2021 June 30, 2021 September 30, 2021 December 31, 2021	$7,343,750.00 $7,343,750.00 $7,343,750.00 $11,015,625.00

	March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022	$11,015,625.00 $11,015,625.00 $11,015,625.00 $11,015,625.00
	March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023	$11,015,625.00 $11,015,625.00 $11,015,625.00 $11,015,625.00
	March 31, 2024 June 30, 2024 September 30, 2024	$11,015,625.00 $11,015,625.00 $11,015,625.00
	Maturity Date	$396,562,500, or the remaining outstanding amount of the Term Loans

	Date of Fiscal Quarter End	Total Net Leverage Ratio
	March 31, 2018 through June 30, 2019	4.75 to 1.00
	September 30, 2019 through June 30, 2020	4.50 to 1.00
	September 30, 2020	4.25 to 1.00
	December 31, 2020 through March 31, 2021	4.75 to 1.00
	June 30, 2021 through December 31, 2021	4.50 to 1.00
	March 31, 2022 through September 30, 2022	4.75 to 1.00
	December 31, 2022	4.50 to 1.00
	March 31, 2023 through the Maturity Date	4.00 to 1.00

Attention:

Joan S. Hooper, Senior Vice President and Chief Financial Officer

Attention:

Shannon Votava, Vice President, General Counsel

Attention:

James D. Gradel