Amentum (AMTM) 8-K/AEntry into a Material Definitive Agreement

Historical Amentum under this Agreement (including as the “Company” hereunder and as a borrower in respect of the Initial Term Loans made to the Company) and under the other Loan Documents.

provided that any changes to an existing form or any new form of intercreditor or subordination agreement or arrangement referred to in this definition shall be deemed acceptable to the Administrative Agent if the Required Lenders have not objected thereto by written notice to the Administrative Agent within five Business Days after a copy thereof is provided to the Lenders.

by Section 9.05) and accepted by the Administrative Agent, which shall be in the form of Exhibit A-1, with such modifications to such form as may be reasonably approved by the Administrative Agent and the Company.

provided that until the first Adjustment Date following the completion of at least one full Fiscal Quarter ended after the Closing Date, the “Applicable Rate” for any Initial Revolving Loan of any Type or any Swingline Loan shall be the applicable rate per annum set forth in the table below in Category 2 for such Class and Type of Loans:

The Applicable Rate with respect to any Initial Revolving Loan or Swingline Loan shall be adjusted, to the extent applicable, in accordance with the table set forth above, quarterly on a prospective basis on each Adjustment Date based upon the First Lien Leverage Ratio as of the last day of the most recently ended Test Period; provided that if a Compliance Certificate is not delivered when required pursuant to Section 5.01(c), then, upon notice to that effect from the Administrative Agent (given at the direction of the Required Lenders) to the Company, the “Applicable Rate” for any Initial Revolving Loan or Swingline Loan shall be the rate per annum set forth in the table above in Category 1 for such Class of Loans, from the third Business Day after the date that such Compliance Certificate was required to have been delivered pursuant to Section 5.01(c) and until such Compliance Certificate is delivered (and thereafter the applicable Category shall be as otherwise determined in accordance with this definition).

Lender, an Arranger or an Affiliate thereof thereafter) or (ii) any other Person designated by the Company, on the other hand, and in each case, that have been designated to the Administrative Agent in writing by the Company as being Banking Services Obligations for the purposes of the Loan Documents; it being understood that each counterparty referred to in clause (a) or (b) above shall be deemed (x) to have appointed the Administrative Agent as its agent under the applicable Loan Documents and (y) to have agreed to be bound by the provisions of Article 8 and Section 9.10 as if it were a Lender and by the provisions of each Intercreditor Agreement.

prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the applicable Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Agreed Currency at such time in the United States.

Replacement has replaced such then-current Benchmark for all purposes hereunder and under any other Loan Document in accordance with Section 2.13(b).

reference number and jurisdiction of tax residence provided by the applicable Lender to the applicable Borrower and the Administrative Agent.

SOFR Loan, the term “Business Day” shall also exclude any day that is not a U.S. Government Securities Business Day, (b) when used in connection with a EURIBOR Loan, the term “Business Day” shall also exclude any day that is not a TARGET Day or any day on which banks in London are not open for general business, (c) when used in connection with a Loan denominated in Canadian Dollars or any calculation or computation of the Term CORRA, the Daily Simple CORRA or the Canadian Prime Rate, the term “Business Day” shall also exclude any day on which banks are not open for general business in Toronto, (d) when used in connection with any RFR Loan and any interest rate settings, fundings, disbursements, settlements or payments of any RFR Loan, or any other dealings in the applicable Agreed Currency of such RFR Loan, the term “Business Day” shall also exclude any day that is not an RFR Business Day and (e) when used in connection with a Letter of Credit denominated in an Alternative LC Currency, the term “Business Day” shall also exclude any day on which banks are not open for dealings in deposits denominated in such currency in the principal interbank market for such Alternative LC Currency.

(x) to be acquired by such Person or group pursuant to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the Voting Stock pursuant to such agreement or (y) solely as a result of veto or approval rights in any joint venture agreement, shareholder agreement, investor rights agreement or other similar agreement, (ii) if any group (other than a group consisting solely of one or more Permitted Holders) includes one or more Permitted Holders, the issued and outstanding Voting Stock of the Company owned, directly or indirectly, by any Permitted Holders that are part of such group shall not be treated as being beneficially owned by such group or any other member of such group for purposes of determining whether a Change of Control has occurred, (iii) a Person or group (other than Permitted Holders) will not be deemed to beneficially own Capital Stock of another Person as a result of its ownership of Capital Stock or other securities of such other Person’s parent (or related contractual rights) unless it owns Voting Stock of such Person’s parent representing more than 50% of the total voting power of all of the outstanding Voting Stock of such Person’s parent, (iv) the right of any Person to acquire Voting Stock (so long as such Person does not have the right to direct the voting of the Voting Stock subject to such right) or any veto power of any Person in connection with the acquisition or disposition of Capital Stock will not cause such Person to be a beneficial owner of such Voting Stock and (v) for the avoidance of doubt, the Merger shall not constitute a Change of Control.

The Commitment Fee Rate with respect to the Initial Revolving Credit Commitments shall be adjusted, to the extent applicable, in accordance with the table set forth above, quarterly on a prospective basis on each Adjustment Date based upon the First Lien Leverage Ratio as of the last day of the most recently ended Test Period; provided that if a Compliance Certificate is not delivered when required pursuant to Section 5.01(c), then, upon notice to that effect from the Administrative Agent (given at the direction of the Required Revolving Lenders) to the Company, the “Commitment Fee Rate” for any Initial Revolving Credit Commitments shall be the rate per annum set forth in the table above in Category 1, from the third Business Day after the date that such Compliance Certificate was required to have been delivered pursuant to Section 5.01(c) and until such Compliance Certificate is delivered (and thereafter the applicable Category shall be as otherwise determined in accordance with this definition).

or actions (whether actual, contingent or potential) with respect thereto and with respect to any acquisition or Investment, in each case, paid, incurred or amortized by the Company or its Restricted Subsidiaries during such period, plus (b) any cash Restricted Payment (or similar payments by any Restricted Subsidiary) paid or payable in respect of Disqualified Capital Stock or Preferred Stock during such period, other than to the Company or any of its Restricted Subsidiaries, plus (c) any Charges during such period arising from any Hedge Agreement and/or other derivative financial instrument entered into by the Company or any of its Restricted Subsidiaries for the purpose of hedging interest rate risk (net of any realized or unrealized gain in respect of any such Hedge Agreement and/or other derivative financial instrument), plus (d) to the extent not otherwise included in consolidated total interest expense, commissions, discounts, yield, make-whole premium and other fees and charges (including interest expense) relating to any Permitted Receivables Financing or inventory financing.  For purposes of this definition, interest in respect of any Capital Lease shall be deemed to accrue at an interest rate reasonably determined by the Company to be the rate of interest implicit in such Capital Lease in accordance with GAAP.

scheme that has been agreed with the relevant pension trustee), any stock subscription or shareholder agreement, any employee benefit trust, any employment benefit scheme and/or any other equity plan or agreement (including any deferred compensation arrangement), including any Charges associated with payments to holders of stock options, stock appreciation rights, phantom equity or similar equity based interest (including any profit interests) as a result of, or in connection with, any Restricted Payment permitted by this Agreement (or any similar payment by a Restricted Subsidiary), and (iii) any Charge incurred in connection with the rollover, acceleration or payout of Capital Stock held by any Employee Related Person;

any option buyout or any repayment, redemption, refinancing, amendment or modification of any Indebtedness (including any amortization or write-off of debt issuance or deferred financing costs, premiums and prepayment penalties) or any similar transaction;

provided that, to the extent not otherwise included in the determination of Consolidated Net Income for such period, Consolidated Net Income for such period shall include the amount of any business interruption insurance policy proceeds expected to be received by the Company or its Restricted Subsidiaries with respect to earnings for the applicable period that such proceeds are intended to replace, provided that, with respect to any amount added back under this proviso, the Company in good faith expects that such proceeds will be received by the Company or its Restricted Subsidiaries during the next four Fiscal Quarters (it being

understood that (i) any proceeds added back pursuant to this proviso shall be without duplication of any expected proceeds previously added back pursuant to this proviso and (ii) to the extent such proceeds are not actually received by the Company or its Restricted Subsidiaries during such Fiscal Quarters, such proceeds shall be deducted in calculating Consolidated Net Income for the next succeeding Fiscal Quarter).

holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and with respect to which the Persons making investment decisions for such Affiliate are not primarily engaged in the making, acquiring or holding of equity investments in the Company or any of its subsidiaries.

identified as such in writing by the Company to the Lead Left Arranger (if on or prior to the Closing Date) or the Administrative Agent (if after the Closing Date), (ii) any Affiliate of any such Company Competitor described in clause (b)(i) (other than a Bona Fide Debt Fund) that is reasonably identifiable as an Affiliate of such Company Competitor on the basis of such Affiliate’s name and (iii) any other Affiliate of any such Company Competitor described in clause (b)(i) (other than a Bona Fide Debt Fund) that is identified in writing by the Company to the Lead Left Arranger (if on or prior to the Closing Date) and the Administrative Agent (if after the Closing Date); provided that (i) no designation of any Person as a “Disqualified Institution” shall apply retroactively to disqualify any Person that has previously acquired (x) any assignment or participation interest that is otherwise permitted pursuant to the terms of this Agreement or (y) any allocation in, to or of any Credit Facility that was approved in writing by the Company in connection with the primary syndication of such Credit Facility (solely in the case of clause (y) to the extent such allocated Person shall have actually become a Lender in connection with the settlement of the primary syndication of such Credit Facility) and (ii) any designation after the Closing Date of a Person as a Disqualified Institution shall become effective three Business Days after such designation.  The Company shall deliver any updates to the list of Disqualified Institutions and any modifications thereto to the Administrative Agent via email to JPMDQ_Contact@jpmorgan.com.  Notwithstanding the foregoing, (A) each Borrower, each other Loan Party and each Lender acknowledges and agrees that the Administrative Agent shall not have any responsibility, obligation or duty to ascertain, inquire into, monitor or enforce compliance with the provisions hereof relating to Disqualified Institutions, including to make any determinations as to whether any Lender or potential Lender is a Disqualified Institution or Disqualified Person, and the Administrative Agent shall have no liability with respect to any assignment or participation made by a Lender to a Disqualified Institution or Disqualified Person, disclosure of information to any Disqualified Institution or Disqualified Person (other than in the case of the Administrative Agent’s affirmative disclosure of information to a Person that the Administrative Agent has actual knowledge is a Disqualified Institution or Disqualified Person in violation of the terms of this Agreement) or the restrictions on any exercise of rights or remedies of any Disqualified Institution or Disqualified Person, (B) any assignment or participation by a Lender to a Disqualified Institution shall be subject to the terms of Section 9.05(f) and (C) nothing in the foregoing shall prejudice any right or remedy that the Borrowers and the other Loan Parties may have at law or in equity against any Lender who enters into an assignment, participation or other transaction (including the disclosure of the Lender Presentation) with a Disqualified Institution in contravention of the terms of this Agreement.

Restricted Subsidiary or any ERISA Affiliate, with respect to the termination of any Pension Plan; or (g) the imposition of a Lien under Section 303(k) of ERISA with respect to any Pension Plan.

shall be selected by the Administrative Agent from time to time in its reasonable discretion).  Notwithstanding the foregoing provisions of this definition or the definition of “U.S. Dollar Equivalent”, each Issuing Bank may, solely for purposes of computing the fronting fees owed to it under Section 2.11(b), compute the U.S. Dollar amounts of the LC Exposures attributable to Letters of Credit issued by it and denominated in Alternative LC Currencies by reference to exchange rates determined using any reasonable method customarily employed by it for such purpose.

provided that the term “Excluded Asset” shall not include proceeds or receivables arising out of any asset described in clauses (a) through (s) above unless such proceeds or receivables would independently constitute an Excluded Asset.

Borrower or any other Loan Party under any Loan Document, (a) any Taxes imposed on (or measured by) its net or overall gross income and franchise Taxes (i) imposed as a result of such recipient being organized or having its principal office located in or, in the case of any Lender, having its applicable lending office located in, the taxing jurisdiction or (ii) that are Other Connection Taxes, (b) any branch profits Taxes imposed under Section 884(a) of the Code or any similar Tax imposed by any jurisdiction described in clause (a), (c) in the case of a Lender or an Issuing Bank, any U.S. federal and, with respect to any payment to be made by any U.K. Borrower under any Loan Document, United Kingdom withholding Tax that is, in either case, imposed on amounts payable to or for the account of such Lender or Issuing Bank with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which such Lender or Issuing Bank (i) becomes a party hereto (other than a Lender that became a Lender pursuant to an assignment under Section 2.18) or (ii) designates a new lending office, except in each case to the extent that, pursuant to Section 2.16, amounts with respect to such Tax were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately before it designated a new lending office, (d) any Tax imposed as a result of a failure by the Administrative Agent, such Lender, such Issuing Bank or such other recipient to comply with Section 2.16(f) or 2.16(g) and (e) any withholding Tax imposed under FATCA.

with the U.S., a foreign government or any political subdivision thereof (including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank).

agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement; provided that no phantom stock or similar plan providing for payments only on account of services provided by any Employee Related Person shall be a Hedge Agreement.

each case, as so determined) of all Restricted Subsidiaries that under clauses (a) and (b) above would constitute Immaterial Subsidiaries shall have represented more than 10% of the Consolidated Total Assets or 10% of the Consolidated Adjusted EBITDA, then one or more of such Restricted Subsidiaries shall for all purposes of this Agreement be deemed not to be an Immaterial Subsidiary in descending order (or such other order as the Company shall have selected in its discretion) based on their respective amounts of total assets or such contribution, as the case may be, until such excess shall have been eliminated.  At all times prior to the first delivery of financial statements pursuant to Section 5.01(a) or 5.01(b), determinations under this definition shall be made based on the most recent pro forma financial statements of the Company included in Form 10.

It is agreed that (i) any Incremental Facility and/or Incremental Equivalent Debt shall be classified as utilizing one or more of clauses (a) through (e) above, or any combination thereof, all as selected by the Company in its sole discretion but in accordance with such clauses, and to the extent of the aggregate principal amount thereof outstanding (or, in the case of unfunded Incremental Commitments, to the extent of the amount thereof in effect), (A) the portion of such Incremental Facility and/or Incremental Equivalent Debt so classified as utilizing clause (a) or (d) above (and not subsequently reclassified) shall reduce availability under such clause and (B) the portion of such Incremental Facility and/or Incremental Equivalent Debt so classified as utilizing clause (b) above shall reduce (to the extent such reduction is required to eliminate duplication of availability) availability under the applicable clauses of Section 6.01 and/or 6.02 on the basis of which the Reallocated Incremental Amount was determined (and, as among such clauses of each such Section, such reduction shall be allocated in such manner as shall be selected by the Company), (ii) the Company may, at any time and from time to time in its sole discretion, reclassify (or

deem such reclassification to have occurred automatically) any portion of any Incremental Facility or Incremental Equivalent Debt that was utilizing any of clauses (a) through (d) above as utilizing clause (e) above if, at any time after the establishment or incurrence thereof, such portion of such Incremental Facility or Incremental Equivalent Debt would, using the figures as of the end of or for any Test Period ended after the time of the establishment or incurrence thereof, be permitted under the First Lien Leverage Ratio, Secured Leverage Ratio, Total Leverage Ratio or Interest Coverage Ratio test, as applicable, set forth in clause (e) above and (iii) if any Incremental Facility or Incremental Equivalent Debt, or any portion thereof, is intended to be established or incurred utilizing clause (e) above and any other clause of this definition in a single transaction or series of related transactions, the permissibility of the portion of such Incremental Facility or Incremental Equivalent Debt to be established or incurred utilizing clause (e) above shall be determined in accordance with Section 1.09.

It is further agreed that if, for purposes of determining capacity under this definition, the entire committed amount of any Indebtedness with respect to which Incremental Cap is being determined has been tested, such committed amount may thereafter be borrowed and, in the case of any revolving credit Indebtedness, reborrowed, in whole or in part, from time to time, without any further testing under this definition.

liable therefor under applicable law or any agreement or instrument by virtue of such Person’s ownership interest in such other Person, (A) except to the extent the terms of such Indebtedness provide that such Person is not liable therefor and (B) only to the extent the relevant Indebtedness is of the type that would be included in the calculation of Consolidated Total Debt.  Notwithstanding anything herein to the contrary, the term “Indebtedness” shall not include, and shall be calculated without giving effect to, the effects of Accounting Standards Codification Topic 815 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose hereunder as a result of accounting for any embedded derivatives created by the terms of such Indebtedness (it being understood that any such amounts that would have constituted Indebtedness hereunder but for the application of this proviso shall not be deemed an incurrence of Indebtedness hereunder).

pursuant to Section 2.08 or 2.18(b), (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.05 or (c) increased from time to time pursuant to Section 2.21.  The aggregate amount of the Initial Term Commitments on the Closing Date is US$2,620,000,000.

connection with any indemnification entitlement arising as a result of any Change in Law after the date on which such Letter of Credit was issued), in which case the term “Issuing Bank” shall include any such branch or Affiliate with respect to Letters of Credit issued by such branch or Affiliate (it being agreed that such Issuing Bank shall, or shall cause such branch or Affiliate to, comply with the requirements of Sections 2.05 and 2.16(f) with respect to such Letters of Credit).

advise the Administrative Agent that it purchased with U.S. Dollars the currency used to make such LC Disbursement or refund or (b) if such Issuing Bank shall not advise the Administrative Agent that it made such a purchase, the date on which such LC Disbursement or refund is made.

referred to in clause (g) of the definition of such term, but only if the applicable Guarantee is not contingent and has become due and payable) of the Company or any Restricted Subsidiary, other than (i) Indebtedness under the Loan Documents, (ii) Indebtedness owed to the Company or any Restricted Subsidiary and (iii) Indebtedness under any Permitted Receivables Financing or any inventory financing arrangement, and (b) any Indebtedness of the type referred to in clause (f) of the definition of such term of the Company or any Restricted Subsidiary, in each case under clauses (a) and (b) above, if the aggregate principal amount of all such Indebtedness exceeds the Threshold Amount at such time.  For purposes of determining Material Indebtedness, the “principal amount” outstanding under any Hedge Agreement at any time shall be the net obligations (determined giving effect to any netting arrangements) of the Company or any Restricted Subsidiary in respect of such Hedge Agreement that the Company or such Restricted Subsidiary would be required to pay if such Hedge Agreement were terminated at such time.

each case, reasonable broker’s fees or commissions, legal fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums and related search and recording charges, transfer and similar Taxes, deed or mortgage recording Taxes, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith and the Company’s good faith estimate of income Taxes paid or payable (including pursuant to Tax sharing arrangements or any tax distribution)), (B) the amount of all payments expected by the Company in good faith to be required to be made by the Company or any Restricted Subsidiary in respect of purchase price adjustment, indemnification and other contingent liabilities that are attributable to such Disposition or Casualty/Condemnation Event or in respect of any other retained liabilities associated therewith (including pension and other post-employment benefit liabilities and Environmental Liabilities), (C) the aggregate amount of the principal, interest, premium or penalty, if any, and other amounts of or in respect of any Indebtedness (other than the Loans and any Indebtedness that is secured by a Lien on the Collateral that is expressly pari passu (but without regard to the control of remedies) with or expressly junior to the Lien on the Collateral securing the Credit Facilities or that is expressly subordinated in right of payment to the Credit Facilities) that is secured by the assets subject to such Disposition or Casualty/Condemnation Event and that is required to be repaid or otherwise comes due, or would be in default, as a result of such Disposition or Casualty/Condemnation Event and that is, or will be, repaid by the Company or its Restricted Subsidiaries, (D) Cash escrows (until released from escrow to the Company or any of its Restricted Subsidiaries) from the sale price for such Disposition, (E) all costs and expenses associated with unwinding any Hedge Agreement in connection with such Disposition or Casualty/Condemnation Event and (F) in the case of any Disposition or Casualty/Condemnation Event of or in respect of the assets of any Restricted Subsidiary that is not a Wholly-Owned Subsidiary, the pro rata portion thereof (calculated without regard to this clause (F)) attributable to minority interests owned by third parties; and (b) with respect to any issuance or incurrence of Indebtedness or Capital Stock, the Cash proceeds thereof, net of all Taxes and customary fees, commissions, costs, defeasance costs, underwriting discounts and other fees and expenses incurred by the Company or any Restricted Subsidiary in connection therewith.

from a federal funds broker of recognized standing selected by it; provided further that if any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement.

Permitted Acquisition or any other acquisition or Investment, to the extent the Company has not received financial statements as of the end of or for the applicable Test Period in respect of the property or Person subject to such Subject Transaction, the Company may make calculations hereunder on a Pro Forma Basis in respect of, or give pro forma effect to, such Subject Transaction using such financial information or data (including internal or management financial information or data) as has been made available to the Company in connection therewith (including any such financial information or data as of the end of or for any prior period)).

Sections 6.01(a) and 6.01(w) and disregarding any availability based on the Shared Incremental Amount) and Section 6.02 (but disregarding Section 6.02(a) and 6.02(s)(iii) and disregarding any availability based on the Shared Incremental Amount) assuming such Indebtedness were to be secured by Liens that are pari passu (but without regard to the control of remedies) with the Liens on the Collateral securing the Credit Facilities.

clause (c) or (e) any other U.S. or non-U.S. depository institution or any branch, agency or similar office thereof supervised by a bank regulatory authority in any jurisdiction.

Section 2.10(b)(ii), including as a result of the Required Asset Sale Percentage being less than 100% or the application of the Prepayment Thresholds, but excluding as a result of the reinvestment thereof or prepayment of Other First Lien Indebtedness as permitted by Section 2.10(b)(ii).

or other investment or co-investment vehicles sponsored, controlled, managed or advised by any of them or any of their respective Affiliates, but excluding, however, any operating portfolio company of any Sponsor.

voting power of Voting Stock is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of such Person or a combination thereof, in each case, solely if the relevant entity’s financial results are required to be consolidated in such Person’s consolidated financial statements in accordance with GAAP; provided that in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interests in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.  Unless otherwise specified, “subsidiary” shall mean any subsidiary of the Company.

Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator; provided that, if the Term SOFR as so determined would be less than zero, then the Term SOFR shall be deemed to be zero.

or change the form of a liability of any U.K. 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 U.K. Bail-In Legislation that are related to or ancillary to any of those powers.

purchase, acquisition or transfer by any Unrestricted Subsidiary will not be deemed to be a “direct or indirect” action by the Company or its Restricted Subsidiaries, (iii) nothing in Section 6.01, 6.02, 6.03 or 6.05 is intended to expand the definition of the terms Indebtedness, Lien, Restricted Payment, Restricted Debt Payment or Investment, as applicable, it being further understood that any clause or subclause set forth in any such Section that contains an exception for items or actions that are not (even if such clause or subclause were to be disregarded) restricted by such Section are intended to evidence, for the avoidance of doubt, the permissibility of such item or action or to permit other items or actions that expressly refer to such clause or subclause and (iv) the term “ordinary course of business” or phrases of similar import, when used in reference to the Company, its subsidiaries or any joint ventures of any of the foregoing, is not limited to actions consistent with their past practice and instead shall be ordinary course of business as determined by the Company in good faith (it being understood that the Company may base its determination on general industry practices or industry norm).  Any reference in this Agreement or any other Loan Document to a “merger” includes an amalgamation, and to “merge” includes to “amalgamate”.

Standards Codification, Financial Accounting Standard or International Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (C) unless otherwise elected by the Company by written notice to the Administrative Agent (in which case the provisions of this clause (C) shall cease to apply from and after such notice), any change to GAAP occurring after December 31, 2017, as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 842), issued by the Financial Accounting Standards Board on May 16, 2013, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a Capital Lease (or a finance lease) where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on December 31, 2017.  If the Company notifies the Administrative Agent that the Company is required or has elected to report under IFRS, then “GAAP” shall mean IFRS.  For the avoidance of doubt, it is understood and agreed that (I) a conversion to report under IFRS will not result, and will not be treated as, (x) an incurrence of any Indebtedness or (y) have the effect of making any action (including any action conditioned on compliance with a financial ratio or test) that was taken prior to such conversion (and that, at the time taken, was in compliance with the terms of this Agreement) to cease to be in compliance with the terms of this Agreement and (II) the Company and its subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or in the application thereof (including as a result of conversion to report under IFRS), and such restatements will not, solely as a result of compliance with such change in GAAP or in the application thereof (including such conversion to report under IFRS), result in a Default or an Event of Default.

discretion and for purposes of this Section 1.04(b), deem such acquisition, Investment or Disposition (and all related Subject Transactions, including any incurrence or repayment of Indebtedness) to “have been consummated” or to “have occurred” upon the entry into such binding definitive agreement or letter of intent (but not after such binding definitive agreement or letter of intent is terminated without consummation of such acquisition, Investment or Disposition).

Exchange Rate Date, in each case using the Exchange Rate for such currency in relation to U.S. Dollars in effect on the date of determination, and such amount shall be the U.S. Dollar Equivalent of such Borrowing or such Letter of Credit until the next calculation thereof pursuant to this sentence.  The Administrative Agent shall notify the Company and the Lenders of each determination of the U.S. Dollar Equivalent of each Borrowing and Letter of Credit denominated in a currency other than U.S. Dollars.

currency exchange risks with respect to the applicable currency in effect on the date of determination for the U.S. Dollar equivalent amount of such Indebtedness), then, solely for purposes of compliance with Section 6.09, the First Lien Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates.

Transaction to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction)), (B) the declaration of, or delivery of irrevocable (which may be conditional) notice with respect to, such Limited Conditionality Transaction and/or (C) the obtainment of a binding commitment from a third party with respect to such Limited Conditionality Transaction, all as determined to be applicable by the Company in good faith, in each case, after giving effect on a Pro Forma Basis to the relevant Limited Conditionality Transaction (and the related actions and transactions).  For the avoidance of doubt, if the Company has made an LCT Election with respect to any Limited Conditionality Transaction (and any related actions or transactions), (1) the applicable financial ratios or tests, baskets, financial metrics or other items with respect to which the determination was made on the LCT Test Date as set forth above shall not be re-tested or re-determined again at the time of the consummation of such Limited Conditionality Transaction (and any such related actions or transactions); provided that (x) the Company may elect, in its sole discretion, to re-test or re-determine any of the applicable financial ratios or tests, baskets or other financial metrics as of the last day of, or for, any Test Period ending after such LCT Test Date (but prior to the consummation of such Limited Conditionality Transaction), in which case, solely as to such financial ratios or tests, baskets or other financial metrics, the last day of such Test Period shall thereafter be deemed to be the applicable LCT Test Date and (y) if any financial ratios or tests or financial metrics improve or baskets increase after the applicable LCT Test Date, such improved ratios, tests, financial metrics or baskets may be utilized by the Company and its Restricted Subsidiaries with respect to such Limited Conditionality Transaction (and any related actions or transactions) and (2) any inaccuracy of the representations and warranties, or the occurrence of any Default or Event of Default, in each case, after the applicable LCT Test Date shall be disregarded for the purposes of determining whether such Limited Conditionality Transaction (and any related actions or transactions) are permitted under this Agreement.  For purposes of any determination under this Section 1.09(a), Ratio Interest Expense with respect to any Indebtedness expected to be assumed or incurred as part of, or in connection with, any Limited Conditionality Transaction will, for purposes of the Interest Coverage Ratio and the Fixed Charge Coverage Ratio, be calculated using an assumed interest rate based on the available documentation therefor, as determined by the Company in good faith.  If the Company has made an LCT Election with respect to any Limited Conditionality Transaction, then, in connection with any subsequent calculation of the financial ratios or tests, baskets or other financial metrics on or following the applicable LCT Test Date and prior to the earlier of (x) the date on which such Limited Conditionality Transaction is consummated or (y) the date that the definitive agreement, tender or similar offer with respect to such Limited Conditionality Transaction is terminated without the consummation thereof or such Limited Conditionality Transaction is otherwise abandoned prior to the consummation thereof, any such financial ratio or tests, basket or financial metric shall be calculated on a Pro Forma Basis assuming such Limited Conditionality Transaction (and the related actions and transactions) have been consummated.

such event occurred, as the case may be (or, in each case, such other time as is applicable thereto pursuant to Section 1.09(a)), and on such basis such action, change, transaction or event was permitted hereunder (or otherwise did not result in a Default or Event of Default), then such action, change, transaction or event (and the taking, making, consummation or occurrence thereof) shall continue to be permitted (and shall not result or constitute a Default or Event of Default) even if any such financial statements or financial information are subsequently restated, modified or adjusted (it being understood that nothing in this sentence shall affect whether or not such restatement, modification or adjustment itself constitutes a Default or Event of Default).

6.03 or 6.05 (and for purposes of any related definitions, including the Incremental Cap and Inside Maturity Amount), the Company may, at any time and from time to time in its sole discretion, reclassify (or deem such reclassification to have occurred automatically), any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment or Investment (or a portion thereof), as applicable, previously incurred, made or otherwise undertaken under any basket or prong as having been incurred, made or otherwise undertaken under any applicable “ratio-based” basket or prong set forth in such Section (or such related definitions) if such item (or such portion thereof) would, using the figures as of the end of or for any Test Period ended after the date of such incurrence, making or undertaking, be permitted under the applicable “ratio-based” basket or prong; provided that, in the case of Sections 6.01 and 6.02, any such reclassification shall be subject to the limitations set forth in the proviso to the immediately preceding sentence.  For the avoidance of doubt, any amount so classified or reclassified to any applicable “ratio-based” basket or prong shall be disregarded, and shall be deemed not to be outstanding, for purposes of determining availability under any other applicable exception in such Section (and for purposes of any related definitions, including any Fixed Amount under the Incremental Cap) that does not require compliance with a ratio.  In addition, in the case of any clause or subclause of Section 6.01 or 6.02 that requires a calculation of any such financial ratio or test, to the extent the committed amount of any Indebtedness has been tested, such committed amount may, at the election of the Company, thereafter be borrowed and, in the case of commitments of a revolving nature, reborrowed in whole or in part, from time to time, without any further testing under Section 6.01 or Section 6.02.

performance or any other matter related to any interest rates used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing rate prior to its discontinuance or unavailability.  The Administrative Agent and its Affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to any Borrower.  The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to any Borrower, any Lender or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Credit Agreement, including prior to the time that the SpinCo Term Credit Agreement is superseded and replaced by this Agreement in accordance with this Section 1.13, shall, in and of itself, constitute or give rise to a Default or Event of Default under this Agreement and neither the Administrative Agent nor any Lender shall have any rights or ability to exercise any remedies hereunder or under any other Loan Document in respect thereof; and

event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.14 shall apply); provided further that no such domestic or foreign branch or Affiliate of such Lender shall be entitled to any greater indemnification under Section 2.14 or 2.16 with respect to such Loan than that to which the applicable Lender was entitled on the date on which such Loan was made (except in connection with any indemnification entitlement arising as a result of any Change in Law after the date on which such Loan was made).

New York City time, one Business Day before the Closing Date and (D) if such Borrowing Request is delivered through an Approved Borrower Portal, then the foregoing signature requirements may be waived by the Administrative Agent in its sole discretion.  Any such Borrowing Request may state that it is conditioned upon one or more events specified therein, in which case such Borrowing Request may be revoked, if such condition is not satisfied, by the applicable Borrower (or the Company on its behalf) delivering notice of revocation to the Administrative Agent on or prior to the date of the applicable Borrowing.

Loan.  Within the foregoing limits and subject to the terms and conditions set forth herein, any Borrower may borrow, prepay and re-borrow Swingline Loans.

so received by it from the Revolving Lenders.  The Administrative Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender.  Any amounts received by the Swingline Lender from a Borrower (or other Person on behalf of such Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to a Borrower for any reason.  The purchase of participations in a Swingline Loan pursuant to this paragraph shall not constitute a Revolving Loan and shall not relieve any Borrower of its obligation to repay such Swingline Loan.

LC Disbursements in accordance with the terms hereof, the payment of interest thereon and the payment of fees due under Section 2.11(b) to the same extent as if it were the sole account party in respect of such Letter of Credit (the Company hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor or surety of the obligations of such subsidiary or such joint venture, as applicable, that is an account party in respect of any such Letter of Credit).  Each Borrower hereby acknowledges that the issuance of Letters of Credit for the account of the Company, its subsidiaries and the joint ventures of any of the foregoing inures to the benefit of such Borrower, and that such Borrower’s business derives substantial benefits from the businesses of the Company, its subsidiaries and such joint ventures.

applicable Borrower pursuant to this Section 2.05(e), the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this Section 2.05(e) to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear.  Any payment made by a Revolving Lender pursuant to this Section 2.05(e) to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans, Canadian Prime Rate Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve any Borrower of its obligation to reimburse such LC Disbursement.

the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that such Borrower reimburses such LC Disbursement (or the date on which such LC Disbursement is reimbursed with the proceeds of Loans, as applicable), at (i) in the case of any LC Disbursement denominated in U.S. Dollars, and at all times following the conversion to U.S. Dollars of any LC Disbursement made in an Alternative LC Currency pursuant to Section 2.05(e) or 2.05(l), the rate per annum then applicable to Initial Revolving Loans that are ABR Loans (or, to the extent of the participation in such LC Disbursement by any Revolving Lender of another Class, the rate per annum then applicable to the ABR Revolving Loans of such other Class) and (ii) in the case of an LC Disbursement denominated in any Alternative LC Currency, at all times prior to its conversion to Dollars pursuant to Section 2.05(e) or 2.05(l), a rate per annum equal to the applicable Alternative Currency Overnight Rate plus the Applicable Rate used to determine interest applicable to Initial Revolving Loans that are Term Benchmark Loans (or, to the extent of the participation in such LC Disbursement by any Revolving Lender of another Class, the Applicable Rate used to determine interest applicable to the Revolving Loans of such other Class that are Term Benchmark Loans); provided that if such Borrower fails to reimburse such LC Disbursement when due pursuant to Section 2.05(e), then Section 2.12(e) shall apply.  Interest accrued pursuant to this Section 2.05(h) shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to Section 2.05(e) to reimburse such Issuing Bank shall be for the account of such Revolving Lender to the extent of such payment and shall be payable on the date on which the applicable Borrower is required to reimburse the applicable LC Disbursement in full (and, thereafter, on demand).

(minus the amount then on deposit in the LC Collateral Account); provided that the obligation to deposit such Cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company described in Section 7.01(f) or 7.01(g).  The Company shall also deposit (or cause to be deposited) Cash collateral in accordance with this Section 2.05(j) as and to the extent required by Section 2.10(b)(vii) or 2.20.  Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations in accordance with the provisions of this Section 2.05(j).  The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account, and the Company hereby grants the Administrative Agent, for the benefit of the Secured Parties, a security interest in the LC Collateral Account.  Other than any interest earned on the investment of such deposits, which investments shall be made at the direction of the Company but subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), and at the Borrowers’ risk and expense, such deposits shall not bear interest.  Interest or profits, if any, on such investments shall accumulate in such account.  Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Required Revolving Lenders) be applied to satisfy other Secured Obligations.  If the Company is required to provide an amount of Cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (together with all interest and other earnings with respect thereto, to the extent not applied as aforesaid) shall be returned to the Company promptly after such Event of Default has been cured or waived.  If the Company is required to provide an amount of Cash collateral hereunder pursuant to Section 2.10(b)(vii), such amount (to the extent not applied as aforesaid) shall be returned to the Company promptly to the extent that the applicable excess referred to in such Section shall have been eliminated and no Event of Default shall have occurred and be continuing.  If an amount of Cash collateral is required to be provided hereunder pursuant to Section 2.20, such amount (to the extent not applied as aforesaid) shall be returned to the Company promptly to the extent that, after giving effect to such return, no Issuing Bank shall have any exposure in respect of any outstanding Letter of Credit that is not fully covered by the Revolving Credit Commitments of the Non-Defaulting Revolving Lenders and/or the remaining Cash collateral and no Event of Default shall have occurred and be continuing.

Bank or any Lender in respect of the obligations described in this Section 2.05(l) shall accrue and be payable in U.S. Dollars at the rates otherwise applicable hereunder.

the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders of the applicable Class based upon their Applicable Percentages of such Class and the Loans comprising each such portion shall be considered a separate Borrowing.  This Section shall not apply to Swingline Borrowings, which may not be converted or continued.  Notwithstanding any other provision of this Section 2.07, no Borrower shall be permitted to (i) change the currency of any Borrowing, (ii) elect an Interest Period for a Term Benchmark Borrowing that does not comply with Section 2.02(d) or (iii) convert any Borrowing to a Borrowing of a Type not available under the Class of Commitments pursuant to which such Borrowing was made.

Period, such Borrowing shall be continued as a Borrowing of the same Type for an Interest Period of one month’s duration.  Notwithstanding anything to the contrary herein, if an Event of Default exists and the Administrative Agent, at the request of the Required Lenders, notifies the Company of the application of this sentence, then, so long as such Event of Default exists no Borrower may elect an Interest Period for any Term Benchmark Borrowing of more than one month’s duration.

outstanding on such date, together with, in each case, accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

accordance with Section 2.10(b)(vi); provided that (A) except with respect to the Prepayment Net Proceeds that are attributable to a Disposition by the Company or any Subsidiary Guarantor pursuant to Section 6.06(h)(ii), if the Company and/or its Restricted Subsidiaries intend to reinvest any Prepayment Net Proceeds in the business of the Company or any of its Restricted Subsidiaries (other than Cash or Cash Equivalents, but including any reinvestment in the form of an acquisition or a similar Investment and any Investment in any Person that becomes a Restricted Subsidiary as a result of such Investment and, in the case of any Casualty/Condemnation Event, any repair or replacement of the relevant assets affected by such Casualty/Condemnation Event), then, so long as no Event of Default exists on the date such prepayment would otherwise have been required to be made (such date, the “Required Prepayment Date”), the applicable Borrowers shall not be required to make a prepayment under this Section 2.10(b)(ii) in respect of such Prepayment Net Proceeds; provided further that to the extent any such Prepayment Net Proceeds have not been so reinvested within 18 months following the Required Prepayment Date (or, if the Company or any of its Restricted Subsidiaries has committed so to reinvest any such Prepayment Net Proceeds during such 18-month period and any such Prepayment Net Proceeds have not been so reinvested, within 180 days after the expiration of such 18-month period), the applicable Borrowers shall promptly (and in any event no later than the 10th Business Day after the expiration of the applicable period) prepay an outstanding principal amount of Term Loans, and accrued and unpaid interest thereon, in accordance with the terms hereof (but without giving effect to the reinvestment right set forth above) in an aggregate amount equal to the amount of such Prepayment Net Proceeds not so reinvested; provided further that the Company may elect to deem, as to any Net Proceeds in respect of any Prepayment Asset Sale or any Casualty/Condemnation Event, any expenditures by the Company and its Restricted Subsidiaries that are made prior to the receipt of such Net Proceeds, if such expenditures (1) are made following the earlier of (x) 180 days prior to the receipt of such Net Proceeds and (y) (A) in the case of a Prepayment Asset Sale, the date the definitive agreement with a third party is entered into with respect to such Prepayment Asset Sale and (B) in the case of any Casualty/Condemnation Event, the occurrence of such Casualty/Condemnation Event and (2) would otherwise be a reinvestment permitted by this clause (A), to constitute a reinvestment of such Net Proceeds that satisfies the requirements of this clause (A), and (B) if at the time that any prepayment would be required under this Section 2.10(b)(ii), the Company or any of its Restricted Subsidiaries is required to prepay or repurchase (or offer to prepay or repurchase) any Other First Lien Indebtedness with any portion of the applicable Prepayment Net Proceeds pursuant to the terms of such Other First Lien Indebtedness, then the applicable Borrowers may apply such portion of the applicable Prepayment Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the relevant Other First Lien Indebtedness at such time; provided that the portion of the applicable Prepayment Net Proceeds allocated to the Other First Lien Indebtedness shall not exceed the amount of the Prepayment Net Proceeds required to be allocated to the Other First Lien Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of the Prepayment Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans in accordance with the terms hereof and to the prepayment or repurchase of the relevant Other First Lien Indebtedness, and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.10(b)(ii) shall be reduced accordingly; provided further that to the extent the holders of the Other First Lien Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined portion of the applicable Prepayment Net Proceeds shall promptly (and in any event no later than the 10th Business Day after the date of such declination) be applied to prepay the Term Loans in accordance with the terms hereof.

and the date on which such Revolving Lender ceases to have any LC Exposure attributable to its Revolving Credit Commitment of such Class and (B) the Termination Date, and (ii) to each Issuing Bank, for its own account, a fronting fee, in U.S. Dollars, in respect of each Letter of Credit issued by such Issuing Bank for the period from the date of issuance of such Letter of Credit to the earlier of (A) the expiration date of such Letter of Credit, (B) the date on which such Letter of Credit terminates or (C) the Termination Date, which shall accrue at a rate equal to 0.125% per annum of the daily amount of the LC Exposure attributable to such Letter of Credit (excluding any portion thereof that is attributable to unreimbursed LC Disbursements and except to the extent such Letter of Credit is cash collateralized or backstopped in accordance with this Agreement), as well as such Issuing Bank’s standard fees with respect to the issuance, amendment or extension of any Letter of Credit or processing of drawings thereunder.  Participation fees and fronting fees accrued through and including the last day of each March, June, September and December shall be payable in arrears on the 15th day following such last day; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand.  Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 30 days after receipt of a written demand (accompanied by reasonable back-up documentation) therefor.

discovered prior to the repayment in full of the principal of all Loans and the termination of all Commitments of such Class, (i) if the determination of such inaccuracy shall have been made by the Company, the Company shall, promptly after such determination, notify the Administrative Agent in writing thereof and (ii) the Company shall pay to the Administrative Agent, promptly upon written demand (and in no event later than five Business Days after written demand) by the Administrative Agent, for distribution to the Lenders of such Class as their interests may appear, any additional interest or fees that should have been paid but were not paid as a result of such inaccuracy.  Notwithstanding anything to the contrary in this Agreement, any such additional interest or fees hereunder shall not be due and payable until written demand is made for such payment pursuant to this Section 2.11(g) and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and no such amounts shall be deemed overdue (and no such amounts shall accrue default interest pursuant to Section 2.12(e)), at any time prior to the date that is five Business Days following such written demand.

Prime Rate Revolving Loan of any Class prior to the termination of the Revolving Credit Commitments of such Class), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (C) in the event of any conversion or continuation of any Term Benchmark Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion or continuation.  All interest shall be payable in the currency in which the applicable Loan is denominated.

then the Administrative Agent shall give notice thereof to the Company and the Lenders (or, in the case of Section 2.13(a)(ii) above, the Revolving Lenders) as promptly as practicable thereafter and, until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark, which the Administrative Agent (and, in the case of Section 2.13(a)(ii), each Revolving Lender) agrees promptly to do, (A) in the case of Loans denominated in U.S. Dollars, any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, the affected Term Benchmark Borrowing and any Borrowing Request that requests the affected Term Benchmark Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for (1) an RFR Borrowings denominated in U.S.

Dollars so long as the Daily Simple SOFR is not also the subject of Section 2.13(a)(i) or 2.13(a)(ii) or (2) an ABR Borrowing if the Daily Simple SOFR also is the subject of Section 2.13(a)(i) or 2.13(a)(ii), (B) in the case of Loans denominated in Canadian Dollars, any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, the affected Term Benchmark Borrowing and any Borrowing Request that requests the affected Term Benchmark Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for (1) a Daily Simple CORRA Borrowing so long as the Daily Simple CORRA is not also the subject of Section 2.13(a)(i) or 2.13(a)(ii) or (2) a Canadian Prime Rate Borrowing if the Daily Simple CORRA also is the subject of Section 2.13(a)(i) or 2.13(a)(ii), (C) in the case of Loans denominated in any other Alternative Currency, any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, the affected Term Benchmark Borrowing and any Borrowing Request that requests the affected Term Benchmark Borrowing or RFR Borrowing, in each case, for the relevant Benchmark, shall be ineffective (and, in the case of any Borrowing Request, no Lender shall be obligated to make a Loan on account thereof) and (D) if any Term Benchmark Borrowing or RFR Borrowing (in the case of Section 2.13(a)(ii), only if such Borrowing is a Revolving Borrowing) in any Agreed Currency is outstanding on the date of the Company’s receipt of the notice from the Administrative Agent referred to in this Section 2.13(a) with respect to a Relevant Rate applicable to such Term Benchmark Borrowing or RFR Borrowing, then (1) in the case of Borrowing denominated in U.S. Dollars, (A) any such Term Benchmark Borrowing shall on the last day of the Interest Period applicable to such Borrowing convert to, and shall constitute, (x) an RFR Borrowing denominated in U.S. Dollars so long as the Daily Simple SOFR is not also the subject of Section 2.13(a)(i) or 2.13(a)(ii) or (y) an ABR Borrowing if the Daily Simple SOFR also is the subject of Section 2.13(a)(i) or 2.13(a)(ii) and (B) any such RFR Borrowing shall, on and from such day, convert to, and shall constitute, an ABR Borrowing, (2) in the case of Borrowings denominated in Canadian Dollars, (A) any such Term Benchmark Borrowing shall on the last day of the Interest Period applicable to such Borrowing convert to, and shall constitute, (x) a Daily Simple CORRA Borrowing so long as the Daily Simple CORRA is not also the subject of Section 2.13(a)(i) or 2.13(a)(ii) or (y) a Canadian Prime Rate Borrowing if the Daily Simple CORRA also is the subject of Section 2.13(a)(i) or 2.13(a)(ii) and (B) any such RFR Borrowing shall, on and from such day, convert to, and shall constitute, a Canadian Prime Rate Borrowing and (3) in the case of Borrowings denominated in any other Alternative Currency, (x) any such Term Benchmark Borrowing shall on the last day of the Interest Period applicable thereto convert to, and shall constitute, a CBR Borrowing that bears interest at the Central Bank Rate for the applicable Alternative Currency plus the CBR Spread; provided that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Alternative Currency cannot be determined, any Term Benchmark Borrowing shall, at the election of the applicable Borrower, (i) be prepaid by the applicable Borrower on the day that the Company receives notice thereof from the Administrative Agent or (ii) solely for the purpose of calculating the rate of interest applicable to such Term Benchmark Borrowing, such Term Benchmark Borrowing denominated in any Alternative Currency shall be deemed to be a Term Benchmark Borrowing denominated in U.S. Dollars and shall accrue interest at the same rate of interest as would be applicable to a Term Benchmark Borrowing of the applicable Class denominated in U.S. Dollars at such time (assuming consecutive Interest Periods of one month’s duration, with the first such Interest Period commencing on the date such Central Bank Rate cannot be determined); and (y) any such RFR Borrowing shall convert to, and shall constitute, a CBR Borrowing that bears interest at the Central Bank Rate for the applicable Alternative Currency plus the CBR Spread; provided that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Alternative Currency cannot be determined, any such affected RFR Borrowing denominated in any Alternative Currency shall, at the election of the applicable Borrower, (i) be prepaid by the applicable Borrower on the day that the Company receives notice thereof from the Administrative Agent or (ii) solely for the purpose of calculating the rate of interest applicable to such RFR Borrowing, such RFR Borrowing denominated in any Alternative Currency shall be deemed to be a Term Benchmark Borrowing denominated in U.S. Dollars and shall accrue interest at the same rate of interest as would be applicable to a Term Benchmark Borrowing of the

applicable Class denominated in U.S. Dollars at such time (assuming consecutive Interest Periods of one month’s duration, with the first such Interest Period commencing on the date such Central Bank Rate cannot be determined).  Interest on any CBR Loan shall be payable, and principal of any CBR Loan shall be payable or prepayable, in each case, as would be applicable to the Loan that was converted into such CBR Loan.

and the result of any of the foregoing is to increase the cost to the relevant Lender of making or maintaining any Term Benchmark Loan (or of maintaining its obligation to make any such Loan), as applicable, or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise) in respect of any Term Benchmark Loan or Letter of Credit in an amount deemed by such Lender or Issuing Bank to be material, then, within 30 days after the Company’s receipt of the certificate contemplated by Section 2.14(c), the Company will pay (or cause to be paid) to such Lender or Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or Issuing Bank, as applicable, for such additional costs incurred or reduction suffered; provided that no Borrower shall be liable for such compensation if (A) the relevant Change in Law occurs on a date prior to the date such Lender becomes a party hereto, (B) such Lender invokes Section 2.19 or (C) in the case of any request for reimbursement under clause (iii) above, the relevant circumstances do not generally affect the banking market or the applicable request has not been made by Lenders constituting Required Revolving Lenders.

Taxes (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy or liquidity) in an amount deemed by such Lender or Issuing Bank to be material, then, within 30 days of receipt by the Company of the certificate contemplated by Section 2.14(c), the Company will pay (or cause to be paid) to such Lender or such Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered; provided that no Borrower shall be liable for such compensation if (i) the relevant Change in Law occurs on a date prior to the date such Lender becomes a party hereto or (ii) such Lender invokes Section 2.19.

conclusive absent manifest error.  The Company shall pay (or cause to be paid) to such Revolving Lender the amount shown as due on any such certificate within 30 days after receipt thereof.

failure to comply with the provisions of Section 9.05(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes that are attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted.  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to such Lender under any Loan Document or otherwise payable by the Administrative Agent to any Lender from any other source against any amount due to the Administrative Agent under this Section 2.16(d).

Administrative Agent) or promptly notify the Company and the Administrative Agent in writing of its legal ineligibility to do so.

Affiliates, if, in the reasonable judgment of such Lender or Issuing Bank, such designation or assignment (A) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as applicable, in the future or mitigate the impact of Section 2.19, as the case may be, and (B) would not subject such Lender or Issuing Bank to any unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such Lender or Issuing Bank from economic, legal or regulatory perspective in any material respect.

deliver to the Administrative Agent an Assignment Agreement to evidence such assignment and delegation and shall deliver to the Administrative Agent any Promissory Note (if the assigning Lender’s Loans are evidenced by one or more Promissory Notes) subject to such Assignment Agreement (provided that, notwithstanding anything to the contrary in Section 9.05, the failure of such Lender to execute an Assignment Agreement or deliver any such Promissory Note shall not render such assignment and delegation (and the corresponding sale and purchase) invalid), and any such assignment and delegation shall be recorded in the Register and any such Promissory Note shall be deemed cancelled.  Each Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Lender’s attorney-in-fact, with full authority in the place and stead of such Lender and in the name of such Lender, from time to time in the Administrative Agent’s discretion, with prior written notice to such Lender, to take any action and to execute any such Assignment Agreement or other instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this Section 2.18(b) or Section 9.05(f)(ii).

Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Term SOFR (which notice such Lender agrees to give promptly).  Upon any such prepayment or conversion, the applicable Borrowers shall also pay accrued interest on the amount so prepaid or converted.

with their Applicable Percentages of the applicable Class and funded and unfunded participations are held in accordance with their Applicable Revolving Credit Percentages, in each case, without giving effect to Section 2.20(d); it being agreed that any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.20(c) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto;

acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.22.

hereby acknowledges that any amendment or other modification to this Agreement or any other Loan Document may be effected as set forth in Section 9.02, that no consent of such Borrowing Subsidiary shall be required to effect any such amendment or other modification and that such Borrowing Subsidiary shall be bound by this Agreement or any other Loan Document (if it is theretofore a party thereto) as so amended or modified.

except (i) such as have been obtained or made and are in full force and effect, (ii) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings or other actions the failure to obtain or make which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (b) will not violate (i) such Loan Party’s Organizational Documents or (ii) any law applicable to such Loan Party, which violation, in the case of this clause (b)(ii), would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect and (c) will not violate or result in a default under any Contractual Obligation to which such Loan Party is a party, which violation or default, in the case of this clause (c), would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

all Copyrights embodied in software) and all other intellectual property rights (“IP Rights”) as such rights are used to conduct their respective businesses as presently conducted without, to the knowledge of the Company, any infringement or misappropriation of the IP Rights of third parties, except to the extent the failure to own or license or have rights to use any of such IP Rights would not, or where the infringement or misappropriation of any IP Rights of any third party would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Documents create legal, valid and enforceable Liens on all of the Collateral expressed to be subject thereto in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens shall constitute perfected Liens (subject to Permitted Liens and with the priority that such Liens are expressed to have under the relevant Collateral Documents, unless otherwise permitted hereunder or under the relevant Collateral Document) on such Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case, as and to the extent set forth therein.

other comparable Organizational Document of such Loan Party attached thereto has not been amended (except as attached thereto) since the date reflected thereon, (3) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, as applicable, together with all amendments thereto as of the Closing Date and such by-laws or operating, management, partnership or similar agreement, as applicable, are in full force and effect as of the Closing Date and (4) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member or other applicable governing body authorizing the execution and delivery of the Loan Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or other authorized signatories of such Loan Party who are authorized to sign the Loan Documents to which such Loan Party is a party on the Closing Date and (ii) a good standing (or equivalent) certificate for each Loan Party from the relevant authority of its jurisdiction of organization (to the extent applicable in such jurisdiction) dated as of a recent date.

correspondingly, the Initial Term Facility), (iii) any increase in the SpinCo Payment of not more than 10% shall be deemed not to be materially adverse to the Initial Lenders or the Arrangers, (iv) any increase or decrease in the SpinCo Payment effected in accordance with any working capital or other adjustments set forth in the Separation and Distribution Agreement shall be deemed not to be materially adverse to the interests of the Initial Lenders or the Arrangers, (v) any increase or decrease in the amount of shares of SpinCo Common Stock retained by Jacobs or issued to the Historical Amentum Equityholder shall be deemed not to be materially adverse to the interests of the Initial Lenders or the Arrangers, (vi) any substantive amendment or modification to the definition of the term “SpinCo Material Adverse Effect” in the Merger Agreement will be deemed to be materially adverse to the interests of the Initial Lenders and the Arrangers, (vii) the granting of any consent under the Merger Agreement that is not materially adverse to the interests of the Initial Lenders or the Arrangers will not otherwise constitute an amendment, modification or waiver, (viii) any amendment or other modification to the Merger Agreement to modify the form of the Merger to be a merger of Historical Amentum with a subsidiary of SpinCo (and any conforming changes to the Merger Agreement and the Separation and Distribution Agreement) shall be deemed not to be materially adverse to the interests of the Initial Lenders or the Arrangers, (ix) any change to the Reorganization in accordance with Section 2.1(c) or 2.1(d) of the Separation and Distribution Agreement, and any change to the Separation in accordance with Section 2.16 of the Separation and Distribution Agreement, in each case, shall be deemed not to be materially adverse to the Initial Lenders and the Arrangers, (x) any change to Section 5.1 of the SpinCo Disclosure Schedule in accordance with Section 5.1 of the Merger Agreement shall be deemed not to be materially adverse to the interests of the Initial Lenders or the Arrangers, (xi) any change to the Transactions contemplated by Section 7.2(h) of the Merger Agreement shall be deemed not to be materially adverse to the interests of the Initial Lenders or the Arrangers and (xii) any change to Section 7.1(c) or 7.1(d) of the Merger Agreement (including any consent by Jacobs referred to in any such Section) shall be deemed not to be materially adverse to the Initial Lenders and the Arrangers).

required by regulatory authorities with respect to the Loan Parties under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (ii) if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower, in each case of clauses (i) and (ii), that has been reasonably requested by any Initial Lender in writing at least 10 Business Days in advance of the Closing Date.

such representation or warranty is already qualified by materiality) on and as of the date of such Revolving Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Revolving Credit Extension; provided that to the extent that any representation and warranty expressly relates to an earlier date, it shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date.

Each Revolving Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the applicable Borrower on the date thereof as to the matters specified in Sections 4.02(b) and 4.02(c).  Notwithstanding the foregoing, the conditions set forth in this Section 4.02 shall not apply to (i) any Incremental Loan made in connection with any acquisition or other Investment and/or (ii) any credit extension under any Incremental Facility Amendment, Refinancing Amendment and/or Extension/Modification Amendment, unless, in each case, the Lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Amendment, Refinancing Amendment or Extension/Modification Amendment, as applicable.

periods of the previous Fiscal Year; provided that if the SEC has granted generally to non-accelerated filers an extension of any quarterly financial statement reporting deadline, and such extended deadline would be later than the applicable deadline described in this Section 5.01(a), then such extended deadline shall apply for purposes of this Section 5.01(a) with respect to the applicable period;

suppliers, (ii) in respect of which disclosure to the Administrative Agent, any Lender or any Issuing Bank (or any of their respective representatives) is prohibited by applicable law (it being understood that any information (x) that is treated as “classified information” by any Governmental Authority and (y) the receipt of which requires valid security clearance or the prior authorization of the applicable Governmental Authority shall not be required to be disclosed or provided), (iii) the disclosure of which would waive attorney-client or similar privilege or that constitutes attorney work product or (iv) in respect of which any Parent Company, the Company or any of their respective subsidiaries owes confidentiality obligations to any third party (provided that such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(f)).

on the first page thereof; (ii) by marking any Borrower Materials “PUBLIC”, the Company shall be deemed to have authorized the Administrative Agent, the Issuing Banks and the Lenders to treat such Borrower Materials as not containing any Private Side Information and (iii) the Administrative Agent shall be required to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Approved Electronic Platform not designated “Public Side Information”.  Notwithstanding the foregoing, the Company agrees that, so long as the Company has been notified of the proposed distribution thereof to Public Lenders within a reasonable time period prior thereto and the Company has not notified the Administrative Agent that any such document or information constitutes or contains Private Side Information, (A) any Loan Documents and (B) the information delivered pursuant to Sections 5.01(a) and 5.01(b) will be deemed to be Public Side Information and may be made available to Public Lenders.