MARSH & MCLENNAN COMPANIES, INC.

EX-10.1 · exhibit101marsh-2026amen.htm

EX-10.1
 2
 exhibit101marsh-2026amen.htm
 EX-10.1

 EXECUTION VERSION [[8499770]] US$4,250,000,000 AMENDED AND RESTATED 5 YEAR CREDIT AGREEMENT dated as of June 2, 2026 Among Marsh & McLennan Companies, Inc. Calm Treasury Holdings Limited, MMC Securities LLC, and the Designated Subsidiaries referred to herein as Borrowers, The Lenders Listed Herein and Citibank, N.A. as Administrative Agent Bank of America, N.A., Deutsche Bank Securities Inc. HSBC Bank USA, National Association JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association as Syndication Agents Barclays Bank PLC, Morgan Stanley MUFG Loan Partners, LLC, PNC Bank, National Association, The Toronto-Dominion Bank, New York Branch, The Bank of Nova Scotia, and Royal Bank of Canada as Documentation Agents Citibank, N.A., BofA Securities, Inc., Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc. JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Bookrunners

 TABLE OF CONTENTS Page i [[8499770]] Article 1 DEFINITIONS................................................................................................................. 1 Section 1.1 Definitions ................................................................................................ 1 Section 1.2 Accounting Terms and Determinations .................................................. 32 Section 1.3 Additional Committed Currencies .......................................................... 32 Section 1.4 Other Interpretive Provisions ................................................................. 33 Section 1.5 Rates ....................................................................................................... 34 Section 1.6 Rounding ................................................................................................ 35 Article 2 THE CREDITS .............................................................................................................. 35 Section 2.1 The Advances and Letters of Credit ....................................................... 35 Section 2.2 Making the Advances ............................................................................. 37 Section 2.3 [Reserved] ............................................................................................... 42 Section 2.4 Issuance of and Drawings and Reimbursement Under Letters of Credit .................................................................................................... 42 Section 2.5 Commitment Fees; Letter of Credit Fees ............................................... 45 Section 2.6 Termination or Reduction of the Commitments ..................................... 46 Section 2.7 Repayment of Advances and Letter of Credit Drawings ........................ 46 Section 2.8 Interest on Advances .............................................................................. 47 Section 2.9 Interest Rate Determination .................................................................... 49 Section 2.10 Optional Conversion of Advances .......................................................... 50 Section 2.11 Prepayments of Advances ...................................................................... 51 Section 2.12 General Provisions as to Payments ......................................................... 52 Section 2.13 Sharing of Payments, Etc ....................................................................... 54 Section 2.14 Evidence of Debt .................................................................................... 54 Section 2.15 Increase in the Aggregate Commitments ............................................... 55 Section 2.16 Extension of Termination Date .............................................................. 57 Section 2.17 Benchmark Replacement Setting ........................................................... 59 Section 2.18 Funding Losses ....................................................................................... 67 Section 2.19 Defaulting Lenders ................................................................................. 67 Article 3 CONDITIONS ............................................................................................................... 69 Section 3.1 Effectiveness of Amendment and Restatement ...................................... 69 Section 3.2 Initial Advance to Each Designated Subsidiary ..................................... 70

 TABLE OF CONTENTS (continued) Page ii [[8499770]] Section 3.3 Conditions Precedent to Each Borrowing and Issuance ......................... 71 Article 4 REPRESENTATIONS AND WARRANTIES ............................................................. 72 Section 4.1 Corporate Existence and Power .............................................................. 72 Section 4.2 Corporate and Governmental Authorization; No Contravention ........... 72 Section 4.3 Binding Effect ........................................................................................ 72 Section 4.4 Financial Information ............................................................................. 73 Section 4.5 Litigation ................................................................................................ 73 Section 4.6 Compliance with ERISA ........................................................................ 73 Section 4.7 Taxes ....................................................................................................... 73 Section 4.8 Subsidiaries ............................................................................................. 74 Section 4.9 Regulatory Restrictions on Borrowing ................................................... 74 Section 4.10 Full Disclosure ........................................................................................ 74 Section 4.11 Use of Credit; Investment Company Act ............................................... 74 Section 4.12 Anti-Corruption Laws and Sanctions ..................................................... 74 Section 4.13 Affected Financial Institution ................................................................. 75 Section 4.14 Beneficial Ownership Certification ........................................................ 75 Article 5 COVENANTS ............................................................................................................... 75 Section 5.1 Information ............................................................................................. 75 Section 5.2 Conduct of Business and Maintenance of Existence .............................. 77 Section 5.3 Compliance with Laws; Borrowing Authorization ................................ 77 Section 5.4 Financial Covenants ............................................................................... 78 Section 5.5 Consolidations, Mergers and Sales of Assets ......................................... 78 Section 5.6 Use of Proceeds ...................................................................................... 79 Section 5.7 Negative Pledge ...................................................................................... 79 Section 5.8 Taxes, Etc ............................................................................................... 80 Section 5.9 Maintenance of Insurance ....................................................................... 80 Section 5.10 Subsidiary Debt ...................................................................................... 80 Article 6 DEFAULTS ................................................................................................................... 81 Section 6.1 Events of Default .................................................................................... 81 Section 6.2 Actions in Respect of the Letters of Credit upon Default ...................... 83

 TABLE OF CONTENTS (continued) Page iii [[8499770]] Article 7 THE ADMINISTRATIVE AGENT .............................................................................. 84 Section 7.1 Authorization and Authority ................................................................... 84 Section 7.2 Rights as a Lender .................................................................................. 84 Section 7.3 Duties of Administrative Agent; Exculpatory Provisions ...................... 85 Section 7.4 Reliance by Administrative Agent ......................................................... 86 Section 7.5 Delegation of Duties ............................................................................... 86 Section 7.6 Resignation of Administrative Agent ..................................................... 87 Section 7.7 Non-Reliance on Administrative Agent and Other Lenders .................. 87 Section 7.8 Indemnification ....................................................................................... 88 Section 7.9 Administrative Agent’s Fee .................................................................... 89 Section 7.10 No Other Duties, etc ............................................................................... 89 Section 7.11 Certain ERISA Matters ........................................................................... 89 Section 7.12 Recovery of Erroneous Payments .......................................................... 90 Article 8 CHANGE IN CIRCUMSTANCES ............................................................................... 93 Section 8.1 Basis for Determining Interest Rate Inadequate or Unfair ..................... 93 Section 8.2 Illegality .................................................................................................. 94 Section 8.3 Increased Cost and Reduced Return ....................................................... 94 Section 8.4 Taxes ....................................................................................................... 95 Section 8.5 Replacement of Lenders ......................................................................... 99 Section 8.6 VAT ...................................................................................................... 100 Article 9 GUARANTY ............................................................................................................... 101 Section 9.1 The Guaranty ........................................................................................ 101 Section 9.2 Guaranty Unconditional ....................................................................... 101 Section 9.3 Limit of Liability .................................................................................. 103 Section 9.4 Discharge of Company’s Obligations; Reinstatement in Certain Circumstances .................................................................................... 103 Section 9.5 Waivers by the Company ..................................................................... 103 Section 9.6 Subrogation ........................................................................................... 103 Section 9.7 Stay of Acceleration ............................................................................. 103 Article 10 MISCELLANEOUS .................................................................................................. 104 Section 10.1 Notices .................................................................................................. 104

 TABLE OF CONTENTS (continued) Page iv [[8499770]] Section 10.2 No Waivers ........................................................................................... 105 Section 10.3 Expenses; Indemnification; Damage Waiver ....................................... 106 Section 10.4 No Liability of the Issuing Banks ......................................................... 106 Section 10.5 Amendments and Waivers .................................................................... 107 Section 10.6 Successors and Assigns ........................................................................ 108 Section 10.7 Governing Law; Submission to Jurisdiction ........................................ 113 Section 10.8 Counterparts; Integration ...................................................................... 113 Section 10.9 Waiver of Jury Trial ............................................................................. 114 Section 10.10 Survival ................................................................................................. 114 Section 10.11 Confidentiality ...................................................................................... 114 Section 10.12 USA Patriot Act .................................................................................... 115 Section 10.13 Designated Subsidiaries ........................................................................ 115 Section 10.14 Judgment ............................................................................................... 117 Section 10.15 Substitution of Currency ....................................................................... 117 Section 10.16 Determinations under Section 2.15, 3.1 and 3.2 ................................... 117 Section 10.17 No Fiduciary Duty ................................................................................ 118 Section 10.18 Acknowledgement and Consent to Bail-In of Affected Financial Institutions .......................................................................................... 118 Section 10.19 Effect of Amendment and Restatement ................................................ 119 Section 10.20 Right of Set-off ..................................................................................... 119

 TABLE OF CONTENTS (continued) Page v [[8499770]] COMMITMENT SCHEDULE PRICING SCHEDULE UK TAX SCHEDULE EXHIBIT A - Form of Assignment and Assumption Agreement EXHIBIT B-1 - Form of Notice of Revolving Credit Borrowing EXHIBIT B-2 - Form of Notice of Canadian Borrowing EXHIBIT B-3 - Form of Notice of Australian Borrowing EXHIBIT C - Opinion of Deputy General Counsel for Marsh & McLennan Companies, Inc. EXHIBIT D - [Reserved] EXHIBIT E - Form of Designation Agreement EXHIBIT F-1 - Form of Revolving Credit Note EXHIBIT F-2 - Form of Canadian Note EXHIBIT F-3 - Form of Australian Note

 [[8499770]] AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT (this “Agreement”), dated as of June 2, 2026, among MARSH & McLENNAN COMPANIES, INC., a Delaware corporation (together with its successors, the “Company”), CALM TREASURY HOLDINGS LIMITED (f/k/a MMC TREASURY HOLDINGS (UK) LIMITED), an English private limited company (together with its successors, “CTHL”), and MMC SECURITIES LLC, a Delaware limited liability company (together with the Company, CTHL and the Designated Subsidiaries referred to herein, the “Borrowers”), the Lenders and the Issuing Banks from time to time party hereto and CITIBANK, N.A. (“Citibank”), as administrative agent hereunder. The Borrowers, the lenders parties thereto and Citibank, as administrative agent, are parties to the US$3,500,000,000 Amended and Restated 5 Year Credit Agreement, dated as of October 11, 2023 (the “Existing Credit Agreement”). Subject to the satisfaction of the conditions set forth in Section 3.1, the Borrowers and the parties hereto desire to amend and restate the Existing Credit Agreement as herein set forth. Accordingly, the parties hereto agree as follows: ARTICLE 1 DEFINITIONS Section 1.1 Definitions. The following terms, as used herein, have the following meanings: “Additional Currency” has the meaning set forth in Section 1.3. “Additional Currency Facility” has the meaning set forth in Section 1.3. “Additional Currency Facility Addendum” has the meaning set forth in Section 1.3. “Additional Currency Facility Advance” means an advance under an Additional Currency Facility made in such Additional Currency as part of an Additional Currency Facility Borrowing and refers to a Term Benchmark Rate Advance or such other advance rate as may be specified in the applicable Additional Currency Facility Addendum (each of which shall be a “Type” of Additional Currency Facility Advance). “Additional Currency Facility Borrowing” means a borrowing consisting of simultaneous Additional Currency Facility Advances of the same Additional Currency and Type made by each Additional Currency Facility Lender that has an Additional Currency Facility Commitment with respect to such Additional Currency Facility. “Additional Currency Facility Commitment” means, at any time, with respect to a particular Additional Currency Facility and each Additional Currency Facility Lender with respect thereto, the US Dollar amount set forth opposite such Lender’s name on the commitment schedule to the related Additional Currency Facility Addendum, as such amount may be reduced from time to time pursuant to Section 2.6 or changed as a result of an assignment pursuant to Section 10.6(b).

 2 [[8499770]] “Additional Currency Facility Lender” has the meaning set forth in Section 1.3. “Additional Currency Facility Note” means a promissory note of a Borrower payable to the order of any Additional Currency Facility Lender, delivered pursuant to a request made under Section 2.14 in substantially the form attached to the applicable Additional Currency Facility Addendum, evidencing the aggregate indebtedness of such Borrower to such Lender resulting from the Additional Currency Facility Advances made under such Additional Currency Facility by such Lender. “Adjusted Term CORRA” means, for purposes of any calculation, the rate per annum equal to (a) Term CORRA for such calculation plus (b) (i) 0.29547% (29.547 basis points), in the case of an Interest Period of one month or (ii) 0.32138% (32.138 basis points), in the case of an Interest Period of three months; provided that if Adjusted Term CORRA shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. “Administrative Agent” means Citibank in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity. Unless the context requires otherwise, the term “Administrative Agent” shall include any Affiliate or branch of Citibank, through which Citibank shall elect to perform any of its obligations in such capacity under the Loan Documents. “Administrative Agent’s Account” means (a) in the case of Advances denominated in US Dollars, the account of the Administrative Agent maintained by the Administrative Agent at Citibank at its office at One Penns Way, OPS 2/2, New Castle, Delaware 19720, Account No. 31311565, Attention: CBNA Lending Agency, (b) in the case of Advances denominated in any Foreign Currency, the account of the Administrative Agent or the Australian Sub-Agent, as applicable, designated in writing from time to time by the Administrative Agent to the Borrowers and the Lenders for such purpose and (c) in any such case, such other account of the Administrative Agent as is designated in writing from time to time by the Administrative Agent to the Borrowers and the Lenders for such purpose. “Administrative Questionnaire” means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Company) duly completed by such Lender. “Advance” means a Revolving Credit Advance, a Canadian Advance, an Australian Advance, a Swing Line Advance or an Additional Currency Facility Advance. “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution. “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

 3 [[8499770]] “Agent Parties” has the meaning specified in Section 10.1(d)(ii). “Agreement” has the meaning specified in the preliminary statements. “Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Company or its Subsidiaries from time to time concerning or relating to money laundering, bribery or corruption. “Applicable Lending Office” means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of a Base Rate Advance, such Lender’s Term Benchmark Lending Office in the case of a Term Benchmark Rate Advance, such Lender’s Canadian Domestic Lending Office in the case of a Canadian Prime Rate Advance, such Lender’s Australian Domestic Lending Office in the case of a Bank Bill Rate Advance, and the office of such Additional Currency Facility Lender identified in the relevant Additional Currency Facility Addendum as its “Applicable Lending Office” for purposes of any Additional Currency Facility Advance. “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. “Assuming Australian Lender” has the meaning specified in Section 2.15. “Assuming Lender” has the meaning specified in Section 2.15. “Assumption Agreement” has the meaning specified in Section 2.15. “Australian Advance” means an advance under the Australian Facility made in Australian Dollars or US Dollars to an Australian Borrower as part of an Australian Borrowing and refers to a Bank Bill Rate Advance or a Term Benchmark Rate Advance (each of which shall be a “Type” of Australian Advance) “Australian Borrower” means any Designated Subsidiary that is organized under the federal laws of Australia or any political subdivision thereof. “Australian Borrowing” means a borrowing consisting of simultaneous Australian Advances made by the Australian Lenders pursuant to Section 2.1(c). “Australian Commitment” means, with respect to any Australian Lender at any time, the US Dollar amount set forth opposite such Lender’s name on the Commitment Schedule attached hereto and identified as such, as such amount may be reduced from time to time pursuant to Section 2.6 or changed as a result of an assignment pursuant to Section 10.6(b). “Australian Dollars” and “AUD” each means the lawful currency of Australia. “Australian Domestic Lending Office” means, with respect to any Australian Lender, its office located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its “Australian Domestic Lending Office”) or such other office

 4 [[8499770]] in Australia as such Lender may hereafter designate as its Australian Domestic Lending Office by notice to the Australian Borrowers and the Administrative Agent. “Australian Facility” means, at any time, the aggregate amount of the Australian Commitments at such time. “Australian Interest Period” means, for each Bank Bill Rate Advance, the period commencing on the date of such Bank Bill Rate Advance and ending on the last day of the period selected by the Borrower requesting such Borrowing pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Australian Interest Period and ending on the last day of the period selected by such Borrower pursuant to the provisions below. The duration of each such Australian Interest Period shall be one, two or three months, or such other period agreed with the Australian Sub-Agent, upon notice received by the Australian Sub-Agent not later than 11:00 a.m. (Sydney time) on the second Business Day before the last day of the current Australian Interest Period (or, such other time agreed by the Australian Sub-Agent); provided, however, that: (a) an Australian Interest Period which would otherwise end after any Termination Date shall end on such Termination Date; and (b) whenever the last day of any Australian Interest Period would otherwise occur on a day other than a Business Day, the last day of such Australian Interest Period shall be extended to occur on the next succeeding Business Day; provided, however, that, if such extension would cause the last day of such Australian Interest Period to occur in the following calendar month, the last day of such Australian Interest Period shall occur on the next preceding Business Day. “Australian Lender” means any Lender that has (together with its Affiliates) an Australian Commitment and a Revolving Credit Commitment. “Australian Note” means a promissory note of an Australian Borrower payable to the order of any Australian Lender, delivered pursuant to a request made under Section 2.14 in substantially the form of Exhibit F-3 hereto, evidencing the aggregate indebtedness of such Borrower to such Lender resulting from the Australian Advances made by such Lender. “Australian Reference Banks” means Citibank and Australia and New Zealand Banking Group Limited; provided that if any of such banks ceases to be an Australian Lender, such bank shall also cease to be an Australian Reference Bank, and a successor Australian Reference Bank shall be chosen by the Australian Sub-Agent from the Australian Lenders and identified as such by notice from the Australian Sub-Agent to the Australian Borrowers and the Australian Lenders, provided that such designated Australian Lender (i) has been approved by the Australian Borrowers to perform such role (such approval not to be unreasonably withheld) and (ii) has agreed to perform such role. “Australian Sub-Agent” means Citisecurities Limited. “Available Amount” of any Letter of Credit means, at any time, the maximum amount available to be drawn under such Letter of Credit at such time (assuming compliance at such time with all conditions to drawing).

 5 [[8499770]] “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. “Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). “Bank Bill Rate” means, for an Australian Interest Period for each Bank Bill Rate Advance comprising part of the same Australian Borrowing, an interest rate per annum equal to (a) the rate percent per annum determined by the Australian Sub-Agent being the average bid rate (rounded up to 4 decimal places) quoted on page “BBSY” (or any page that replaces that page) on the Bloomberg monitor system at or about 10.30 A.M. (Sydney time) on the first day of such Interest Period for a period equal to, or most closely approximating, such Interest Period or (b) if the Bank Bill Rate cannot be determined in accordance with clause (a) of this definition, the rate percent per annum determined by the Australian Sub-Agent as the average of the rates quoted to the Australian Sub-Agent by each Australian Reference Bank for the purchase of Bills accepted by such Australian Reference Bank which have a tenor equal to such Interest Period and a face value equal to the amount of the applicable Bank Bill Rate Advances of such Australian Reference Banks; or (c) if the Bank Bill Rate cannot be determined in accordance with clauses (a) of (b) of this definition, the rate percent per annum determined by the Australian Sub-Agent in good faith (after consultation with the relevant Australian Borrower) to be the appropriate rate having regard to comparable indices then available in the then current Bill market; provided, that if the Bank Bill Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement. “Bank Bill Rate Advance” means an Australian Advance denominated in Australian Dollars that bears interest as provided in Section 2.8(a)(iv). “Bank Bill Rate Margin” means a rate per annum equal to the Term Benchmark Margin at the applicable date of determination, which, in the case of a Bank Bill Rate Advance, shall be the date of determination of the applicable Bank Bill Rate. “Base Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of: (a) the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank’s base rate; (b) ½ of one percent per annum above the Federal Funds Rate; and (c) Term SOFR for a one-month tenor in effect on such day plus 1.00%;

 6 [[8499770]] provided, that if the Base Rate determined as set forth above is less than 1.00% per annum, such rate shall be deemed to be 1.00% per annum for purposes of this Agreement. “Base Rate Advance” means an Advance denominated in US Dollars that bears interest as provided in Section 2.8(a)(i). “Base Rate Margin” means a rate per annum determined in accordance with the Pricing Schedule. “Base Rate Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”. “Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation. “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. “Beneficiary” has the meaning specified in Section 9.1. “Bill” has the meaning it has in the Bills of Exchange Act 1909 (Cwlth) and a reference to the drawing, acceptance or endorsement of, or other dealing with, a Bill is to be interpreted in accordance with that Act. “Borrower” means the Company and each Subsidiary Borrower. “Borrower Entities” has the meaning specified in Section 10.17. “Borrowing” means a Revolving Credit Borrowing, a Canadian Borrowing, an Australian Borrowing, a Swing Line Borrowing or an Additional Currency Facility Borrowing. “Borrowing Minimum” means, in respect of Advances denominated in US Dollars, US$10,000,000, in respect of Advances denominated in Yen, ¥50,000,000, in respect of Advances denominated in Euros, €5,000,000, in respect of Advances denominated in Canadian Dollars, CN$5,000,000, in respect of Advances denominated in Australian Dollars, AUD10,000,000, in respect of Advances denominated in Sterling, £5,000,000, and in respect of Advances denominated in an Additional Currency, the amount specified in the applicable Additional Currency Facility Addendum. “Borrowing Multiple” means, in respect of Advances denominated in US Dollars, US$1,000,000 in respect of Advances denominated in Yen, ¥10,000,000, in respect of Advances denominated in Euros, €1,000,000, in respect of Advances denominated in Canadian Dollars, CN$1,000,000, in respect of Advances denominated in Australian Dollars, AUD1,000,000, in respect of Advances denominated in Sterling, £1,000,000, and in respect of Advances denominated in an Additional Currency Facility, the amount specified in the applicable Additional Currency Facility Addendum. “Business Day” means a day of the year on which banks are not required or authorized by law to close in New York City and (a) if the applicable Business Day relates to a Term

 7 [[8499770]] Benchmark Rate Advance denominated in Yen, on which dealings are carried on in the applicable interbank market and banks are open for business in Japan, (b) if the applicable Business Day relates to a Canadian Advance, on which banks are open for business in Toronto, Ontario, Canada, (c) if the applicable Business Day relates to an Australian Advance, on which banks are open for business in Sydney, New South Wales, Australia, (d) if the applicable Business Day relates to an Advance denominated in Euros, on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open for the settlement of payments in Euro, and (e) if the applicable Business Day relates to a SONIA Rate Advance, on which banks are open for business in London, England, United Kingdom. “Canadian Advance” means an advance under the Canadian Facility made in Canadian Dollars or US Dollars to a Canadian Borrower and refers to a Canadian Prime Rate Advance, a Base Rate Advance or a Term Benchmark Rate Advance (each of which shall be a “Type” of Canadian Advance). “Canadian Borrower” means any Designated Subsidiary that is organized under the federal laws of Canada or any political subdivision thereof. “Canadian Borrowing” means a borrowing consisting of simultaneous Canadian Advances made by the Canadian Lenders pursuant to Section 2.1(b). “Canadian Commitment” means, with respect to any Canadian Lender at any time, the US Dollar amount set forth opposite such Lender’s name on the Commitment Schedule attached hereto and identified as such, as such amount may be reduced from time to time pursuant to Section 2.6 or changed as a result of an assignment pursuant to Section 10.6(b). “Canadian Dollars” and “CN$” each means the lawful currency of Canada. “Canadian Domestic Lending Office” means, with respect to any Canadian Lender, its office located in Canada at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its “Canadian Domestic Lending Office”) or such other office in Canada as such Lender may hereafter designate as its Canadian Domestic Lending Office by notice to the Canadian Borrowers and the Administrative Agent. “Canadian Facility” means, at any time, the aggregate amount of the Canadian Commitments at such time. “Canadian Interbank Rate” means the interest rate, expressed as a percentage per annum, which is customarily used by the Administrative Agent when calculating interest due by it or owing to it from or in connection with correction of errors between it and other Canadian chartered or authorized foreign banks; provided, that if the Canadian Interbank Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement. “Canadian Lender” means any Lender that has a Canadian Commitment (with respect to which such Lender is a Schedule I Bank, a Schedule II Bank, a Schedule III Bank or a Person established under the laws of Canada or any province or territory thereof that is authorized to carry on business in Canada pursuant to Part XII of the Bank Act (Canada)) and (together with its Affiliates) a Revolving Credit Commitment.

 8 [[8499770]] “Canadian Note” means a promissory note of a Canadian Borrower payable to the order of any Canadian Lender, delivered pursuant to a request made under Section 2.14 in substantially the form of Exhibit F-2 hereto, evidencing the aggregate indebtedness of such Borrower to such Lender resulting from the Canadian Advances made by such Lender. “Canadian Prime Rate” means, for any day, a rate per annum equal to the higher of (a) the rate of interest per annum established by Citibank Canada as the reference rate of interest then in effect for determining interest rates on commercial loans denominated in Canadian Dollars made by it in Canada and (b) the sum of ½ of 1% plus the Adjusted Term CORRA for a one-month Interest Period in effect on such day; provided, that if such rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement. “Canadian Prime Rate Advance” means a Canadian Advance denominated in Canadian Dollars that bears interest as provided in Section 2.8(a)(ii). “Canadian Prime Rate Margin” means a rate per annum determined in accordance with the Pricing Schedule. “Canadian Relevant Governmental Body” means the Bank of Canada, or a committee officially endorsed or convened by the Bank of Canada, or any successor thereto. “Citibank” has the meaning specified in the preliminary statements. “Commitment” means a Revolving Credit Commitment, a Canadian Commitment, an Australian Commitment, a Letter of Credit Commitment, a Swing Line Commitment or an Additional Currency Facility Commitment. “Commitment Increase” has the meaning specified in Section 2.15. “Commitment Schedule” means the Schedule attached hereto identified as such. “Committed Currencies” means Australian Dollars, Canadian Dollars, Euros, Yen, Sterling and each other currency (other than US Dollars) that is approved in accordance with Section 1.3. “Communications” has the meaning specified in Section 10.1(d)(ii). “Company” has the meaning specified in the preliminary statements. “Conforming Changes” means, with respect to either the use or administration of an initial Benchmark or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate” (if applicable), the definition of “Canadian Prime Rate” (if applicable), the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions and other

 9 [[8499770]] technical, administrative or operational matters) that the Administrative Agent (in consultation with the Company) decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents). “Consenting Lender” has the meaning specified in Section 2.16(b). “Consolidated” refers to the consolidation of accounts in accordance with generally accepted accounting principles. “Consolidated Adjusted EBITDA” means, for any Measurement Period, the sum, determined on a Consolidated basis for the Company and its Subsidiaries, without duplication, of (a) Consolidated net income (or net loss) of the Company and its Subsidiaries for such Measurement Period, (b) plus to the extent deducted in arriving at such Consolidated net income (or net loss) (without duplication), (i) interest expense, (ii) income tax expense, (iii) depreciation expense, (iv) amortization expense, (v) all extraordinary, one-time, non-recurring or unusual charges (including charges in respect of litigation and the settlement thereof and integration and restructuring charges), (vi) the amount of any losses (and minus the amount of any gains) associated with sales of assets other than in the ordinary course of business, and any costs associated with discontinued operations, (vii) stock option compensation expense resulting from the adoption of Financial Accounting Standards Board Statement No. 123R and other non-cash, equity- based charges or expenses, (viii) the amount of any increase (or minus the amount of any decrease) in pension expense (other than service costs) resulting from the application of Financial Accounting Standards Board Statement No. 87 or any successor thereto,

 10 [[8499770]] (ix) any impairment charge or asset write-off or write-down (including related to intangible assets, including goodwill, long-lived assets, and investments in debt and equity), (x) expense arising from the early extinguishment of Debt, (xi) any fees, costs and expenses (including, without limitation, any issuance costs, advisory and professional fees, any transaction incentives or retention bonuses or similar payments, earnouts or other contingent consideration, and purchase price adjustments), or any amortization thereof, in connection with any acquisition, investment, asset disposition, issuance, repayment, refinancing or amendment or other modification of any Debt and any issuance of Equity Interests (in each case, including any such transaction undertaken but not completed); provided that the aggregate amount of any such fees, costs and expenses, or any amortization thereof, added back pursuant to this clause (xi) in connection with any acquisition shall not exceed 5% of the aggregate consideration for such transaction, (xii) any non-cash charges or losses or realized losses attributable to mark-to- market adjustments of derivative instruments entered into in connection with any acquisition, (xiii) any fees, costs, expenses or other charges attributable to the undertaking and/or implementation of any restructuring initiative, including any business optimization initiative, and (xiv) the amount of any fee, cost, expense or other charge that is actually reimbursed (or reimbursable by one or more third parties pursuant to indemnification or reimbursement provisions or similar agreements or insurance); provided that the Company in good faith expects to receive reimbursement for such fee, cost, expense or charge within the next four fiscal quarters (it being understood that to the extent any reimbursement amount is not actually received within such four fiscal quarters, such reimbursement amount shall be deducted in calculating Consolidated Adjusted EBITDA in the next succeeding fiscal quarter, but shall later be added back in the relevant fiscal quarter if and to the extent actually later so received), (c) minus any non-cash or realized gains attributable to mark-to-market adjustments of derivative instruments entered into in connection with any acquisition, in each case determined in accordance with generally accepted accounting principles for such Measurement Period. For any Measurement Period during which the Company or any Subsidiary shall have consummated a Specified Transaction (as defined below), Consolidated Adjusted EBITDA for such Measurement Period shall be calculated after giving pro forma effect thereto as if such Specified Transaction occurred on the first day of such Measurement Period. For purposes hereof, “Specified Transaction” means any transaction or series of related transactions resulting in (a) the acquisition or disposition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition or disposition of in excess

 11 [[8499770]] of 50% of the Equity Interests of any Person or (c) a merger or consolidation or any other combination with another Person (other than the Company or any of its Subsidiaries). “Consolidated Funded Debt” means, without duplication, the aggregate principal amount of Debt of the Company and its Subsidiaries determined on a Consolidated basis consisting of Debt of the type described in clause (i), (ii), (iii) (but, in the case of earn-out obligations, contingent post-closing purchase price adjustments or indemnification payments, only to the extent that any such earn-out obligations, contingent post-closing purchase price adjustments or indemnification payments are not paid after becoming due and payable), (iv), (v), (vi), (vii) and (viii) of the definition thereof, net of cash and cash equivalents held in the United States free of Liens and rights of others. “Consolidated Interest Coverage Ratio” means, for any Measurement Period, the ratio of (a) Consolidated Adjusted EBITDA to (b) interest expense determined on a Consolidated basis (other than (x) fees paid in connection with the prepayment of the Mortgage or any bonds, debentures or notes and (y) interest payable in respect of Debt incurred within a year of the maturity date of bonds, debentures or notes issued by the Company (“Prefunded Debt”) to prefund the repayment of Prefunded Debt on such maturity date, in each case under this clause (y) for so long as the related Prefunded Debt remains outstanding), in each case for such Measurement Period. “Consolidated Leverage Ratio” means, at any date of determination, the ratio of Consolidated Funded Debt at such date to Consolidated Adjusted EBITDA for the most recently completed Measurement Period. “Consolidated Leverage Ratio Covenant” has the meaning specified in Section 5.4. “Consolidated Net Worth” means, as of any date of determination, for the Company and its Consolidated Subsidiaries, shareholders’ equity of the Company and its Subsidiaries on that date. “Consolidated Subsidiary” means at any date any Subsidiary or other entity the accounts of which would be consolidated with those of the Company in its consolidated financial statements if such statements were prepared as of such date. “Convert”, “Conversion” and “Converted” each refers to a conversion of Advances under a Facility of one Type into Advances of the other Type under such Facility pursuant to Section 2.9, 2.10 or 2.17. “CORRA” means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (or any successor administrator). “Covenant Reset Notice” has the meaning specified in Section 5.4. “Covenant Reset Period” has the meaning specified in Section 5.4. “CTHL” has the meaning specified in the preliminary statements.

 12 [[8499770]] “Debt” of any Person means at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business which are classified as short-term or long-term debt in accordance with generally accepted accounting principles, (iv) all obligations of such Person as lessee which are capitalized in accordance with generally accepted accounting principles, (v) all non-contingent obligations (and, for purposes of Section 5.7 and the definitions of Material Debt and Material Financial Obligations, all contingent obligations) of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit or similar instrument, (vi) all Unpaid Settlement Costs net of savings in taxes reasonably estimated to be realized by such Person in the future as a direct result of the deductibility of the amount thereof for tax purposes, (vii) all Debt secured by a Lien on any asset of such Person, whether or not such Debt is otherwise an obligation of such Person and (viii) all Debt of others Guaranteed by such Person. “Default” means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default. “Default Rate” means, in respect of any principal of any Advance or any other amount under this Agreement that is not paid when due (whether at stated maturity, by acceleration, by optional or mandatory prepayment or otherwise), a rate per annum during the period from and including the due date to but excluding the date on which such amount is paid in full equal to 2% plus the Base Rate (or in the case of Canadian Advances, the Canadian Prime Rate) as in effect from time to time (provided that, if the amount so in default is principal of a Term Benchmark Rate Advance and the due date thereof is a day other than the last day of the Interest Period therefor, the “Default Rate” for such principal shall be, for the period from and including such due date to but excluding the last day of the Interest Period, 2% plus the interest rate for such Advance as provided in Section 2.8 and, thereafter, the rate provided for above in this definition). “Defaulting Lender” means, subject to Section 2.19(d), any Lender that (a) fails to fund any portion of its Advances at a time when the conditions precedent set forth in Article 3 to make any Advance hereunder are satisfied, or fails to fund participations in Letters of Credit or Swing Line Advances within three Business Days of the date required to be funded, unless, in the case of any Advance, such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (b) is or becomes (or whose parent company is or becomes) the subject of a bankruptcy or insolvency proceeding or a Bail-In Action, (c) notifies the Company, the Administrative Agent, any Issuing Bank, any Swing Line Bank or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements generally in which it commits to extend credit (unless such writing or public statement relates to such Lender’s obligation to fund an Advance hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent,

 13 [[8499770]] together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied) or (d) other than via an Undisclosed Administration fails, within three Business Days after written request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Advances and participations in then outstanding Letters of Credit, provided that such Lender shall cease to be a Defaulting Lender under this clause (d) upon receipt of such information; provided, further, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any ownership interest in such lender or parent company thereof or the exercise of control over a Lender or parent company thereof by a governmental authority or instrumentality thereof so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such governmental authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.19(d)) upon delivery of written notice of such determination to the Borrower, each Issuing Bank, each Swing Line Bank and each Lender. “Derivatives Obligations” of any Person means all obligations of such Person in respect of any rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or other similar transaction (including any option with respect to any of the foregoing transactions) or any combination of the foregoing transactions. “Designated Subsidiary” means any direct or indirect wholly-owned Subsidiary of the Company designated for borrowing privileges under this Agreement pursuant to Section 10.13. “Designation Agreement” means, with respect to any Designated Subsidiary, an agreement in the form of Exhibit E hereto signed by such Designated Subsidiary and the Company. “Domestic Lending Office” means, as to each Lender (or any Affiliate of a Lender), its office located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Domestic Lending Office) or such other office as such Lender (or any Affiliate of such Lender) may hereafter designate as its Domestic Lending Office by notice to the Borrowers and the Administrative Agent. “EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

 14 [[8499770]] “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway. “EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. “Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.6(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 10.6(b)(iii)). “Environmental Laws” means any and all applicable Federal, state, local and foreign environmental laws, rules or regulations, and any environmental orders or decrees relating to the regulation or protection of human health or safety, to the extent relating to human exposure to hazardous substances, or the environment or to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals or toxic or hazardous substances or wastes into the indoor or outdoor environment, including, without limitation, ambient air, soil, surface water, ground water, wetlands, land or subsurface strata, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals or toxic or hazardous substances or wastes. “Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other similar rights entitling the holder thereof to purchase or acquire any such equity interest. “Equivalent” (i) means, at any date of determination thereof, in US Dollars of any Foreign Currency or in any Foreign Currency of US Dollars on any date, means the spot rate of exchange that appears at 11:00 A.M. (London time), on the display page applicable to the relevant currency on the Oanda website on such date; provided that if there shall at any time no longer exist such a page on such website, the spot rate of exchange shall be determined by reference to another similar rate publishing service selected by the Administrative Agent. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute. “ERISA Group” means the Company and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Company, are treated as a single employer under Section 414 of the Internal Revenue Code. “€STR” has the meaning specified in the definition of “Overnight Swing Line Rate”. “€STR Administrator” has the meaning specified in the definition of “Overnight Swing Line Rate”. “€STR Determination Date” has the meaning specified in the definition of “Overnight Swing Line Rate”.

 15 [[8499770]] “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time. “EURIBO Rate” means, for any Interest Period, the rate appearing on applicable Bloomberg screen (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in Euro by reference to the Banking Federation of the European Union Settlement Rates for deposits in Euro) at approximately 10:00 A.M., London time, two Business Days prior to the commencement of such Interest Period, as the rate for deposits in Euro with a maturity comparable to such Interest Period; provided, that if the EURIBO Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement. “Euro” means the lawful currency of the European Union as constituted by the Treaty of Rome which established the European Community, as such treaty may be amended from time to time and as referred to in the EMU legislation. “Event of Default” has the meaning set forth in Section 6.1. “Existing Credit Agreement” has the meaning specified in the preliminary statements. “Extension Date” has the meaning specified in Section 2.16(b). “Facility” means the Revolving Credit Facility, the Canadian Facility, the Australian Facility, the Letter of Credit Facility, the Swing Line Facility or an Additional Currency Facility. “FATCA” means (i) Sections 1471 through 1474 of the Internal Revenue Code in effect on the date hereof (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and (ii) any similar law adopted by any non-U.S. governmental authority pursuant to an intergovernmental agreement between such non-U.S. jurisdiction and the United States. “Federal Funds Rate” means, for any day, the rate calculated by the New York Federal Reserve Bank based on such day’s federal funds transactions by depositary institutions (as determined in such manner as the New York Federal Reserve Bank shall set forth on its public website from time to time) and published on the next succeeding Business Day by the New York Federal Reserve Bank as an overnight bank funding rate (from and after such date as the New York Federal Reserve Bank shall commence to publish such composite rate), or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent; provided, that if the Federal Funds Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement. “Finance Party” has the meaning specified in Section 8.6.

 16 [[8499770]] “Foreign Currency” means any Committed Currency or any other lawful currency (other than US Dollars) that is freely transferable or convertible into US Dollars. “Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. “Granting Lender” has the meaning set forth in Section 10.6(b)(viii). “Guarantee” by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for the purpose of assuring in any other manner the holder of such Debt of the payment thereof or to protect such holder against loss in respect thereof (in whole or in part), provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a correlative meaning. “Guaranteed Obligations” has the meaning specified in Section 9.1. “Guaranty” means the obligations of the Company under Article 9 hereof. “Increasing Australian Lender” has the meaning specified in Section 2.15. “Increasing Lender” has the meaning specified in Section 2.15. “Indemnitee” has the meaning set forth in Section 10.3(b). “Information” has the meaning set forth in Section 10.11. “Interest Period” means, for each Term Benchmark Rate Advance comprising part of the same Borrowing, the period commencing on the date of such Term Benchmark Rate Advance or the date of the Conversion of any Base Rate Advance into such Term Benchmark Rate Advance and ending on the last day of the period selected by the Borrower requesting such Borrowing pursuant to the provisions below and, thereafter, with respect to Term Benchmark Rate Advances, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by such Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, three or six months (or, for Term Benchmark Rate Advances denominated in Canadian Dollars, one or three months), as the applicable Borrower may, upon notice received by the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided, however, that: (a) the Borrowers may not select any Interest Period that ends after any Termination Date unless, after giving effect to and reduction of the Revolving Credit

 17 [[8499770]] Commitments on such Termination Date, the aggregate principal amount of Base Rate Advances and of Term Benchmark Rate Advances having Interest Periods that end on or prior to such Termination Date shall be at least equal to the aggregate principal amount of Advances due and payable on or prior to such date; (b) Interest Periods commencing on the same date for Term Benchmark Rate Advances comprising part of the same Borrowing shall be of the same duration; (c) [reserved] (d) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, however, that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and (e) whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month. “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended, or any successor statute. “ISP” has the meaning specified in Section 2.4(h). “Issuance” with respect to any Letter of Credit means the issuance, amendment, renewal or extension of such Letter of Credit. “Issuing Bank” means each of Citibank, N.A., Deutsche Bank AG New York Branch, Bank of America, N.A., HSBC Bank USA, National Association, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association or any other Lender or any Eligible Assignee to which a portion of the Letter of Credit Commitment hereunder has been assigned pursuant to Section 10.6 so long as such Lender or Eligible Assignee expressly agrees to perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as an Issuing Bank and notifies the Administrative Agent of its Applicable Lending Office (which information shall be recorded by the Administrative Agent), for so long as such Issuing Bank, Lender or Eligible Assignee, as the case may be, shall have a Letter of Credit Commitment. “L/C Cash Deposit Account” means an interest bearing cash deposit account to be established and maintained by the Administrative Agent, over which the Administrative Agent shall have sole dominion and control, upon terms as may be satisfactory to the Administrative Agent. “L/C Related Documents” has the meaning specified in Section 2.7(d)(i). “Lender Appointment Period” has the meaning specified in Section 7.6.

 18 [[8499770]] “Lenders” means each lender listed on the signature pages hereof, each Issuing Bank, each Swing Line Bank, each Assuming Lender that shall become a party hereto pursuant to Section 2.15 or 2.16 and each Person that shall become a party hereto pursuant to Section 10.6. “Letter of Credit” has the meaning specified in Section 2.1(d). “Letter of Credit Agreement” has the meaning specified in Section 2.4(a). “Letter of Credit Commitment” means, with respect to each Issuing Bank, the obligation of such Issuing Bank to issue Letters of Credit for the account of the Borrowers and their specified Subsidiaries in the US Dollar amount set forth opposite the Issuing Bank’s name on the Commitment Schedule attached hereto and identified as such, as such amount may be reduced from time to time pursuant to Section 2.6, increased by designation to the Administrative Agent and the Company from time to time or changed as a result of an assignment pursuant to Section 10.6(b). “Letter of Credit Facility” means, at any time, an amount equal to the least of (a) the aggregate amount of the Issuing Banks’ Letter of Credit Commitments at such time, (b) US$575,000,000 and (c) the aggregate amount of the Revolving Credit Commitments, as such amount may be reduced at or prior to such time pursuant to Section 2.6. “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest, in respect of such asset. For the purposes of this Agreement, the Company or any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset. “Loan Documents” means (i) this Agreement, (ii) the Notes, (iii) each Letter of Credit Agreement and (iv) each Additional Currency Facility Addendum. “Margin Stock” means “margin stock” within the meaning of Regulations U and X. “Material Debt” means Debt (other than the Advances made hereunder) of the Company and/or one or more of its Subsidiaries, arising in one or more related or unrelated transactions, in an aggregate principal amount exceeding US$150,000,000. “Material Financial Obligations” means any Debt and/or Derivatives Obligation of the Company and/or one or more of its Subsidiaries, arising in one or more related or unrelated transactions, the principal or face amount (with respect to Debt) or Settlement Amount (with respect to Derivatives Obligations, after giving effect to any netting arrangements) of which exceeds in the aggregate US$150,000,000. “Material Plan” means at any time a Plan or Plans having aggregate Unfunded Liabilities in excess of US$50,000,000.

 19 [[8499770]] “Material Subsidiary” means at any time a Subsidiary which as of such time meets the definition of a “significant subsidiary” contained as of the date hereof in Regulation S-X of the Securities and Exchange Commission. “Measurement Period” means, at any date of determination, the most recently completed four consecutive fiscal quarters of the Company ending on or prior to such date. “Mortgage” means (a) the Loan Agreement, dated as of September 29, 2005, as amended by a First Amendment to Loan Agreement and Other Documents dated as of October 26, 2005, between the Real Estate Borrowers and Lehman Brothers Bank FSB, a federal savings bank, as may be further amended and supplemented from time to time, secured by the Mortgaged Property (the “Original Mortgage”), and (b) any other instrument of indebtedness secured by the Mortgaged Property or otherwise secured by the direct or indirect ownership interests of one or more of the Real Estate Borrowers and the Subsidiaries in the Mortgaged Property, provided that (i) recourse to the Company and any Subsidiary (other than the Real Estate Borrowers) is limited to customary non-recourse carve-outs and environmental indemnities provided in commercial real estate financings, and (ii) the security for any such indebtedness is limited to the Mortgaged Property, the direct and indirect ownership interests in the Mortgaged Property and any other interest held by the Company and its Subsidiaries in the Mortgaged Property, including, without limitation, the Primary Leases, the Sponsor Lease and the Primary Lease Guaranty (if any), as described in the Original Mortgage. For purposes of this definition, “Real Estate Borrowers” means MMC Borrower LLC, Marsh USA Borrower LLC, Seabury & Smith Borrower LLC, Mercer HR Consulting Borrower LLC and Mercer MC Consulting Borrower LLC, each a Delaware limited liability company. “Mortgaged Property” means all or a portion of any property located at 1166 Avenue of the Americas, New York, New York. “Multiemployer Plan” means at any time an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including for these purposes any Person which ceased to be a member of the ERISA Group during such five year period. “Non-Consenting Lender” has the meaning specified in Section 2.16(b). “non-Defaulting Lenders” has the meaning specified in Section 2.19(a)(i). “Note” means a Revolving Credit Note, a Canadian Note, an Australian Note or an Additional Currency Facility Note. “Notice of Australian Borrowing” has the meaning specified in Section 2.2(a)(iv). “Notice of Borrowing” means a Notice of Revolving Credit Borrowing, a Notice of Canadian Borrowing, a Notice of Australian Borrowing, a Notice of Swing Line Borrowing or a Notice of Additional Currency Facility Borrowing. “Notice of Canadian Borrowing” has the meaning specified in Section 2.2(a)(ii).

 20 [[8499770]] “Notice of Issuance” has the meaning specified in Section 2.4(a). “Notice of Revolving Credit Borrowing” has the meaning specified in Section 2.2(a)(i). “Notice of Swing Line Borrowing” has the meaning specified in Section 2.2(a)(v). “Other Taxes” means any present or future stamp, mortgage recording or documentary taxes and any other excise or property taxes, or similar charges or levies, which arise from any payment made pursuant to this Agreement or under any Note or from the execution or delivery of, the enforcement of, or otherwise with respect to, this Agreement or any Note. “Overnight Rate” means, for any day, (a) with respect to any amount denominated in US Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the applicable Issuing Bank, or the applicable Swing Line Bank, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions, and (b) with respect to any amount denominated in a Committed Currency, an overnight rate determined by the Administrative Agent or the applicable Issuing Bank, or the applicable Swing Line Bank, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions. “Overnight Swing Line Rate Advance” means a Swing Line Advance denominated in Euro that bears interest as provided in Section 2.8(a)(v). “Overnight Swing Line Rate” means, for each Swing Line Advance denominated in Euro, the rate per annum determined as of the date such Swing Line Advance is made equal to the Euro Short Term Rate (“€STR”) as administered by European Central Bank (or any other person which takes over the administration of that rate, the “€STR Administrator”) displayed on the European Central Bank’s website, currently at http://www.ecb.europa.eu, or any successor source for €STR identified as such by the €STR Administrator from time to time on the Business Day preceding the date of determination; provided, that if the Overnight Swing Line Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement. If by 5:00 pm (local time for the €STR Administrator) on the second (2nd) Business Day immediately following any day (the “€STR Determination Date”) in respect of such €STR Determination Date has not been published on the €STR Administrator’s Website and a Benchmark Replacement Date with respect to €STR has not occurred, then €STR for such €STR Determination Date will be €STR as published in respect of the first preceding Business Day for which €STR was published on the €STR Administrator’s Website; provided that €STR determined pursuant to this sentence shall be utilized for purposes of calculation of €STR for no more than three (3) consecutive days. “Parent” means, with respect to any Lender, any Person controlling such Lender. “Participant” has the meaning set forth in Section 10.6(d). “Participation Register” has the meaning set forth in Section 10.6(d).

 21 [[8499770]] “Payment Office” means, for any Foreign Currency, such office of Citibank as shall be from time to time selected by the Administrative Agent and notified by the Administrative Agent to the Borrowers and the Lenders. “PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA. “Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”. “Person” means an individual, a corporation, a partnership, an association, a limited liability company, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. “Plan” means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Internal Revenue Code and either (i) is maintained, or contributed to, by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was at such time a member of the ERISA Group. “Platform” has the meaning specified in Section 10.1(d)(i). “Post-Petition Interest” has the meaning specified in Section 9.1. “Prefunded Debt” has the meaning specified in the definition of “Consolidated Interest Coverage Ratio”. “Pricing Schedule” means the Schedule attached hereto identified as such. “Protesting Lender” has the meaning specified in Section 10.13(a)(ii). “Ratable Share” of any amount means, with respect to any Lender at any time, the product of such amount times a fraction the numerator of which is the amount of such Lender’s Revolving Credit Commitment at such time (or, if the Revolving Credit Commitments shall have been terminated pursuant to Section 2.6 or 6.1, such Lender’s Revolving Credit Commitment as in effect immediately prior to such termination) and the denominator of which is the aggregate amount of all Revolving Credit Commitments at such time (or, if the Revolving Credit Commitments shall have been terminated pursuant to Section 2.6 or 6.1, the aggregate amount of all Revolving Credit Commitments as in effect immediately prior to such termination). “Recipient” has the meaning specified in Section 8.6. “Register” has the meaning specified in Section 10.6(c). “Regulations T, U and X” means, respectively, Regulations T, U and X of the Board of Governors of the Federal Reserve System (or any successor), as in effect from time to time.

 22 [[8499770]] “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates. “Relevant Party” has the meaning specified in Section 8.6. “Required Lenders” means at any time Lenders having more than 50% of the aggregate amount of the Revolving Credit Commitments or, if the Revolving Credit Commitments shall have been terminated, holding more than 50% of the aggregate outstanding principal amount of the Advances. “Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority. “Restatement Date” means the date on which the Administrative Agent shall have received the documents specified in or pursuant to Section 3.1. “Revolving Credit Advance” means an advance by a Lender to a Borrower as part of a Revolving Credit Borrowing and refers to a Base Rate Advance, a SONIA Rate Advance or a Term Benchmark Rate Advance (each of which shall be a “Type” of Revolving Credit Advance). “Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Advances of the same Type and currency made by each of the Revolving Credit Lenders pursuant to Section 2.1(a). “Revolving Credit Commitment” means, with respect to any Revolving Credit Lender at any time, the US Dollar amount set forth opposite such Lender’s name on the Commitment Schedule attached hereto and identified as such, as such amount may be reduced from time to time pursuant to Section 2.6, increased pursuant to Section 2.15 or changed as a result of an assignment pursuant to Section 10.6(b). “Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Commitments at such time. “Revolving Credit Lender” means each Lender that has a Revolving Credit Commitment. “Revolving Credit Note” means a promissory note of a Borrower payable to the order of any Lender, delivered pursuant to a request made under Section 2.14 in substantially the form of Exhibit F-1 hereto, evidencing the aggregate indebtedness of such Borrower to such Lender resulting from the Revolving Credit Advances made by such Lender. “Sanctioned Country” means, at any time, a country, region or territory that is the subject or target of any comprehensive territorial Sanctions (including, as of the Restatement Date, the Crimea, Zaporizhzhia and Kherson regions of Ukraine, the so-called Luhansk People’s Republic, the so-called Donetsk People’s Republic, Cuba, Iran and North Korea).

 23 [[8499770]] “Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or any Person in which such listed Person owns, directly or indirectly, a 50 percent or greater interest, (b) any Person located, organized or resident in a Sanctioned Country, or (c) any Person who is otherwise the subject or target of any Sanctions. “Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom or (c) the Australian Department of Foreign Affairs and Trade. “Schedule I Bank” means any bank named on Schedule I to the Bank Act (Canada). “Schedule I Reference Bank” means, where there are two or fewer Canadian Lenders which are Canadian chartered banks that are Schedule I Banks, all such Lenders, and where there are more than two such Lenders, two of such Lenders chosen by the Administrative Agent and identified as such by notice from the Administrative Agent to the Canadian Borrowers and the Canadian Lenders, provided that such designated Canadian Lender has agreed to perform such role. “Schedule II Bank” means any Lender named on Schedule II to the Bank Act (Canada). “Schedule II/III Reference Banks” means Citibank, N.A., Canadian Branch and such other Lenders to be agreed which are Schedule II Banks or Schedule III Banks and identified as such by notice from the Administrative Agent to the Canadian Borrowers and the Canadian Lenders, provided that such designated Canadian Lender has agreed to perform such role; provided that if either of such banks ceases to be a Lender, such bank shall also cease to be a Schedule II/III Reference Bank, and a successor Schedule II/III Reference Bank shall be chosen by the Administrative Agent from the Canadian Lenders which are Schedule II Banks or Schedule III Banks and identified as such by notice from the Administrative Agent to the Canadian Borrowers and the Canadian Lenders, provided that such designated Canadian Lender has agreed to perform such role. “Schedule III Bank” means any “authorized foreign bank” named on Schedule III to the Bank Act (Canada) with respect to which transactions under this Agreement will be entered into in the ordinary course of its “Canadian banking business” for the purposes of the Income Tax Act (Canada). “Settlement” means the settlement by the Company and its Subsidiaries of a Specified Claim. “Settlement Amount” means, in respect of any Derivatives Obligation to which the Company and/or any Subsidiary is a party, the net aggregate marked-to-market (in accordance with standard industry practice) amount, if any, that would be due in respect of such Derivatives Obligation (together with all other Derivatives Obligations under the same master agreement and

 24 [[8499770]] giving effect to any netting arrangements between the parties to such master agreement) if such Derivatives Obligation was (and such other Derivatives Obligations were) terminated because of a default by the Company or such Subsidiary. “Settlement Costs” means all costs and obligations incurred, owing, paid or payable by the Company or any Subsidiary of the Company in connection with the settlement of any Specified Claim, including, without limitation, payment of restitution, fines and penalties, but excluding amounts payable to legal counsel or other advisors of the Company or any Subsidiary of the Company. “SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator. “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). “SONIA” means a rate equal to the Sterling Overnight Index Average as administered by the SONIA Administrator. “SONIA Administrator” means the Bank of England (or any successor administrator of the Sterling Overnight Index Average). “SONIA Administrator’s Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time. “SONIA Rate” means, with respect to any applicable determination date, for a Borrowing denominated in Sterling, an interest rate per annum equal to SONIA published on the fifth Business Day preceding such date, as such SONIA is published by the SONIA Administrator on the SONIA Administrator’s Website; provided however that if such determination date is not a Business Day, SONIA means such rate that applied on the first Business Day immediately prior thereto; provided that if the SONIA Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. “SONIA Rate Advance” means an Advance denominated in Sterling that bears interest as provided in Section 2.8(a)(vi). “SONIA Rate Margin” means a rate per annum determined in accordance with the Pricing Schedule at the applicable date of determination, which, in the case of a SONIA Rate Advance, shall be the date of determination of the applicable SONIA Rate. “SPC” has the meaning specified in Section 10.6(b)(viii). “Specified Claim” means (a) any claim, complaint, lawsuit, action, administrative or regulatory proceeding, allegation, inquiry, investigation or other matter or contingency (a “Claim”) described or referred to in Note 16 (“Claims, Lawsuits and Other Contingencies”) to the financial statements included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the Securities and Exchange Commission (“Note

 25 [[8499770]] 16”) and (b) any other Claim, actual or threatened, against the Company or any Subsidiary that arises out of, or is based upon, related to or similar to, any Claims or facts described or referred to in Note 16. “Sterling” or “£” mean the lawful currency of the United Kingdom. “Subsidiary” means, as to any Person, any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person; unless otherwise specified, “Subsidiary” means a Subsidiary of the Company. “Subsidiary Borrower” means CTHL, MMC Securities LLC and the Designated Subsidiaries from time to time. “Supplier” has the meaning specified in Section 8.6. “Swing Line Advance” means an Advance under the Swing Line Facility made in US Dollars as a Base Rate Advance or made in Euros as an Overnight Swing Line Rate Advance pursuant to Section 2.1(e). “Swing Line Bank” means each of Citibank, N.A. and, solely in respect of Swing Line Borrowings denominated in US Dollars, Bank of America, N.A., HSBC Bank USA, National Association, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, each in its capacity as provider of Swing Line Advances, or any successor swing line lender hereunder. “Swing Line Borrowing” means a borrowing of a Swing Line Advance pursuant to Section 2.1(e) and refers to a Base Rate Advance or an Overnight Swing Line Rate Advance. “Swing Line Commitment” means, with respect to any Swing Line Bank as of the date of this Agreement, the US Dollar amount set forth opposite such Lender’s name on the Commitment Schedule attached hereto and identified as such, as such amount may be modified in accordance with the terms of this Agreement and for any successor swing line lender, such amount as shall be notified to the Administrative Agent and the Company. “Swing Line Facility” has the meaning specified in Section 2.1(e). “Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings with respect to any payment by any Borrower pursuant to this Agreement or under any Note, and all liabilities with respect thereto, excluding (i) in the case of each Lender and the Administrative Agent (x) taxes imposed on its income, and franchise or similar (including branch profits) taxes imposed on it, by a jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located and (y) United States or other withholding tax to the extent imposed as a result of a failure to satisfy the applicable requirements of FATCA and (ii) in the case of each Lender, (x) any United States withholding tax imposed on such payments but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first

 26 [[8499770]] becomes a party to this Agreement (except to the extent that an assignor was entitled to payment under Section 8.4(a) with respect to such United States withholding tax) or (y) any United States withholding tax imposed on such payment solely as a result of a change in such Lender’s Applicable Lending Office made other than pursuant to Section 8.2, 8.3 or 8.4(f). “Term Benchmark Committed Currencies” means US Dollars, Canadian Dollars, Euros, Yen and each other currency (other than US Dollars) that is approved in accordance with Section 1.3. “Term Benchmark Lending Office” means, with respect to any Lender, its office, branch or affiliate located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Term Benchmark Lending Office), or such other office, branch or affiliate of such Lender as such Lender may hereafter designate as its Term Benchmark Lending Office by notice to the Borrowers and the Administrative Agent. “Term Benchmark Margin” means a rate per annum determined in accordance with the Pricing Schedule at the applicable date of determination, which, in the case of a Term Benchmark Rate Advance, shall be the date of determination of the applicable Term Benchmark Rate. “Term Benchmark Rate” means, subject to Section 2.17, for any Interest Period for each Term Benchmark Rate Advance comprising part of the same Borrowing, an interest rate per annum equal to (a) for Term Benchmark Rate Advances denominated in US Dollars, Term SOFR; (b) for Term Benchmark Rate Advances denominated in Canadian Dollars, Adjusted Term CORRA; (c) for Term Benchmark Rate Advances denominated in Euros, the EURIBO Rate, and (d) for Term Benchmark Rate Advances denominated in Yen, the rate per annum equal to the Tokyo Interbank Offered Rate (“TIBOR”) as administered by the Ippan Shadan Hojin JBA TIBOR Administration (or any other Person that takes over the administration of such rate) for a period comparable in length to such Interest Period, at approximately 11:00 a.m. (Tokyo time) two Business Days prior to the commencement of such Interest Period; provided that if the Term Benchmark Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. “Term Benchmark Rate Advance” means an Advance, denominated in US Dollars or a Term Benchmark Committed Currency, that bears interest as provided in Section 2.8(a)(iii). “Term CORRA” means, for the applicable corresponding tenor, the forward-looking term rate based on CORRA that has been selected or recommended by the Canadian Relevant Governmental Body, and that is published by an authorized benchmark administrator and is displayed on a screen or other information service, as identified or selected by the Administrative Agent in its reasonable discretion at approximately a time and as of a date prior to the commencement of an Interest Period determined by the Administrative Agent in its reasonable discretion in a manner substantially consistent with market practice. “Term SOFR” means, (a) for any calculation with respect to a Term Benchmark Rate Advance denominated in US Dollars, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest

 27 [[8499770]] Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor 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 such tenor 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 (b) for any calculation with respect to an Base Rate Advance on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor 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 such tenor 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 Base Rate Term SOFR Determination Day; provided that if the Term SOFR as so determined would be less than zero, such rate shall be deemed to be zero. “Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate). “Term SOFR Reference Rate” means the forward-looking term rate based on SOFR. “Termination Date” means the earlier of (a) the later of June 2, 2031 or, as to any Lender for which the Termination Date is extended pursuant to Section 2.16, the date to which the Termination Date is so extended, and (b) the date of termination in whole of the Commitments pursuant to Section 2.6 or 6.1; provided that if such date is not a Business Day, the Termination Date shall be the immediately preceding Business Day. “TIBOR” has the meaning specified in the definition of “Term Benchmark Rate”. “Trade Date” has the meaning specified in Section 10.6(b)(i)(B). “UK Borrower” means a Borrower incorporated in England and Wales, or resident for tax purposes in the United Kingdom.

 28 [[8499770]] “UK Borrower DTTP Filing” means an HM Revenue & Customs’ Form DTTP2 duly completed and filed by the relevant Borrower, which (a) where it relates to a UK Treaty Lender that is a Lender on the date of this Agreement, contains the scheme reference number and jurisdiction of tax residence stated opposite that Lender’s name in the UK Tax Schedule, or (b) where it relates to a UK Treaty Lender that is not a Lender on the date of this Agreement, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the relevant Assignment and Assumption. “UK CTA” means the United Kingdom Corporation Tax Act 2009. “UK Financial Institution” means 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 ITA” means the United Kingdom Income Tax Act 2007. “UK Non-Bank Lender” means (a) where a Lender is a party to this Agreement on the date of this Agreement, a Lender which is designated as a UK Non-Bank Lender in the UK Tax Schedule, and (b) where a Lender becomes a party to this Agreement after the date of this Agreement, a Lender which gives a UK Tax Confirmation in the relevant Assignment and Assumption. “UK Qualifying Lender” means a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Loan Document and is: (a) a Lender (i) which is a bank (as defined for the purpose of section 879 of the UK ITA) making an advance under a Loan Document and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A of the UK CTA, or (ii) in respect of an advance made under a Loan Document by a person that was a bank (as defined for the purpose of section 879 of the UK ITA) at the time that that advance was made and within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; (b) a Lender which is (i) a company resident in the United Kingdom for United Kingdom tax purposes, or (ii) a partnership each member of which is (1) a company so resident in the United Kingdom or (2) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the UK 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 UK CTA, or (iii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom 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 UK CTA) of that company; (c) a UK Treaty Lender; or (d) a building society (as defined for the purposes of section 880 of the UK ITA) making an advance under a Loan Document.

 29 [[8499770]] “UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution. “UK Tax Confirmation” means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Loan Document is either: (a) a company resident in the United Kingdom for United Kingdom tax purposes; or (b) a partnership each member of which is (i) a company so resident in the United Kingdom, or (ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the UK 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 UK CTA; or (c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom 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 UK CTA) of that company. “UK Tax Deduction” means a deduction or withholding for or on account of Taxes imposed by the United Kingdom from a payment under a Loan Document, other than a deduction or withholding required by FATCA. “UK Tax Schedule” means the Schedule attached hereto identified as such. “UK Treaty Lender” means a Lender which (a) is treated as a resident of a UK Treaty State for the purposes of a UK Treaty, (b) does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in the Loan is effectively connected, and (c) is entitled to be paid interest free of United Kingdom taxation by virtue of the UK Treaty, subject to the completion of procedural formalities. “UK Treaty State” means a jurisdiction having a double taxation agreement (a “UK Treaty”) with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest. “Undisclosed Administration” means, in relation to a Lender or its direct or indirect parent company that is a solvent person, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian, or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender or such parent company is subject to home jurisdiction, if applicable law requires that such appointment not be disclosed. “Unfunded Liabilities” means, with respect to any Plan at any time, the amount (if any) by which (i) the value of all benefit liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA.

 30 [[8499770]] “Unissued Letter of Credit Commitment” means, with respect to any Issuing Bank, the obligation of such Issuing Bank to issue Letters of Credit for the account of any Borrower or its specified Subsidiaries in an amount equal to the excess of (a) the amount of its Letter of Credit Commitment over (b) the sum of (i) aggregate Available Amount of all Letters of Credit issued by such Issuing Bank and (ii) the aggregate outstanding principal amount of all Revolving Credit Advances made by each Issuing Bank pursuant to Section 2.4(c) that have not been ratably funded by the Lenders. “United States” means the United States of America, including the States and the District of Columbia, but excluding its territories and possessions. “Unpaid Settlement Costs” means Settlement Costs that have not been paid. “Unused Additional Currency Facility Commitment” means, with respect to any Additional Currency Facility Lender of any Additional Currency Facility at any time, the lesser of (a) such Lender’s Additional Currency Facility Commitment at such time under the applicable Additional Currency Facility minus the aggregate principal amount of all Additional Currency Facility Advances made by such Lender and outstanding at such time under the applicable Additional Currency Facility and (b) such Lender’s (or such Lender’s Affiliate’s) Unused Revolving Credit Commitment at such time. “Unused Australian Commitment” means, with respect to any Australian Lender at any time, the lesser of (a) such Lender’s Australian Commitment at such time minus the aggregate principal amount of all Australian Advances made by such Lender and outstanding at such time and (b) such Lender’s (or such Lender’s Affiliate’s) Unused Revolving Credit Commitment at such time. “Unused Canadian Commitment” means, with respect to any Canadian Lender at any time, the lesser of (a) such Lender’s Canadian Commitment at such time minus the aggregate principal amount of all Canadian Advances made by such Lender and outstanding at such time and (b) such Lender’s (or such Lender’s Affiliate’s) Unused Revolving Credit Commitment at such time. “Unused Revolving Credit Commitment” means, with respect to each Revolving Credit Lender at any time, (a) such Lender’s Revolving Credit Commitment at such time minus (b) the sum of (i) the aggregate principal amount of all Revolving Credit Advances made by such Lender (in its capacity as a Lender and not as an Issuing Bank) and outstanding at such time, determined for Advances denominated in any Committed Currency by reference to the Equivalent thereof in US Dollars, plus (ii) such Lender’s Ratable Share of (A) the aggregate Available Amount of all the Letters of Credit outstanding at such time, (B) the aggregate principal amount of all Revolving Credit Advances made by each Issuing Bank pursuant to Section 2.4(c) that have not been ratably funded by such Lender and outstanding at such time, and (C) the aggregate principal amount of all Swing Line Advances outstanding at such time plus (iii) in the case of a Revolving Credit Lender that is (or has an Affiliate that is) a Canadian Lender, the aggregate principal amount of all Canadian Advances made by such Lender and outstanding at such time, in each case, determined for Advances denominated in Canadian Dollars by reference to the Equivalent thereof in US Dollars plus (iv) in the case of a Revolving

 31 [[8499770]] Credit Lender that is (or has an Affiliate that is) an Australian Lender, the aggregate principal amount of all Australian Advances made by such Lender and outstanding at such time, determined for Advances denominated in Australian Dollars by reference to the Equivalent thereof in US Dollars plus (v) in the case of a Revolving Credit Lender that is (or has an Affiliate that is) an Additional Currency Facility Lender, the aggregate principal amount of all Additional Currency Facility Advances made by such Lender and outstanding at such time, determined by reference to the Equivalent thereof in US Dollars plus (vi) in the case of a Revolving Credit Lender that is (or has an Affiliate that is) an Issuing Bank and without duplication of clause (ii)(B) above, the aggregate principal amount of all Revolving Credit Advances made by such Issuing Bank pursuant to Section 2.4(c) that have not been ratably funded by the Revolving Credit Lenders and outstanding at such time plus (vii) in the case of a Revolving Credit Lender that is (or has an Affiliate that is) a Swing Line Bank and without duplication of clause (ii)(D) above, the aggregate principal amount of all Swing Line Advances made by such Swing Line Bank and outstanding at such time, determined by reference to the Equivalent thereof in US Dollars. “US Dollars” and “US$” means lawful money of the United States. “U.S. Government Securities Business Day” means 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. “VAT” means (a) any value added tax imposed pursuant to the United Kingdom Value Added Tax Act 1994; (b) 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) (as amended) and any national legislation implementing that Directive or any predecessor to it or supplemental to that Directive; and (c) any other tax of a similar nature (whether imposed in the United Kingdom or in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraphs (a) or (b) above, or imposed elsewhere). “Wholly-Owned Consolidated Subsidiary” means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors’ qualifying shares) are at the time directly or indirectly owned by the Company. “Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write- down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

 32 [[8499770]] “Yen” or “¥” means the lawful currency of Japan. Section 1.2 Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Company’s independent public accountants) with the most recent audited consolidated financial statements of the Company and its Consolidated Subsidiaries delivered to the Lenders; provided that, if the Company notifies the Administrative Agent that the Company wishes to amend any covenant (and any related definition) in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Company that the Required Lenders wish to amend Article 5 for such purpose), then the Company’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required Lenders, respectively, provided further that without limitation of the foregoing, all terms of an accounting or financial nature shall be construed without giving effect to any changes to current GAAP accounting for leases of the type described in the FASB Accounting Standards Codification (ASC) 842, Leases, and IASB IFRS 16 Leases issued January 13, 2016. Without limitation of the foregoing, any reference in any definitions to cash charges shall mean charges that are or are expected to be incurred or paid in cash, and any reference to non-cash charges shall mean charges that are not expected to be paid in cash at any time. Section 1.3 Additional Committed Currencies. (a) The Company may from time to time request that Advances be made in a currency other than those specifically listed in the definition of “Committed Currencies”; provided that such requested currency is a lawful currency (other than US Dollars) that is readily available and freely transferable and convertible into US Dollars. Any such request shall be made to the Administrative Agent not later than 11:00 A.M. (New York City time), 10 Business Days prior to the date of the desired Borrowing (or such other time or date as may be agreed by the Administrative Agent). The Administrative Agent shall promptly notify each Lender thereof. Each Lender shall notify the Administrative Agent, not later than 11:00 A.M. (New York City time), five Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Advances in such requested currency. Any failure by a Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender to make Advances in such requested currency as a Committed Currency under the Revolving Credit Facility. If the Administrative Agent and all the Lenders consent to making Advances in such requested currency, the Administrative Agent shall so notify the Company and such requested currency shall thereupon be deemed for all purposes to be a Committed Currency hereunder for purposes of any Borrowings of Advances under the Revolving Credit Facility. (b) If either (x) the Administrative Agent shall fail to obtain the consent to request for the requested Foreign Currency under clause (a) above or (y) the Company so elects in its sole discretion, the Company may from time to time agree with one or more existing Lenders that such Lenders (or their respective Affiliates) shall commit to make Advances in a Foreign

 33 [[8499770]] Currency approved by the Administrative Agent acting reasonably, pursuant to a facility under this Agreement comprising commitments from less than all of the Lenders (each, an “Additional Currency Facility”; and the Foreign Currency thereof, an “Additional Currency”). Each Additional Currency Facility shall be evidenced by an addendum hereto (an “Additional Currency Facility Addendum”) in form and substance reasonably satisfactory to the Company, the Lenders (or Affiliates) committing to provide such facility (for any Additional Currency Facility, the “Additional Currency Facility Lender”) and the Administrative Agent, which Additional Currency Facility Addendum shall set forth in any event the commitment amount of each Additional Currency Facility Lender with respect thereto. Upon execution and delivery of such Additional Currency Facility Addendum by the parties thereto, each Additional Currency Facility Lender referred to therein shall have an Additional Currency Facility Commitment in the requested Additional Currency as set forth therein. Each of the parties hereto agrees that, upon the effectiveness of any Additional Currency Facility Addendum, the Administrative Agent and the Borrowers may amend this Agreement to the extent (but only to the extent) necessary to reflect the existence and the terms of the Additional Currency Facility evidenced thereby. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Currency Facility Addendum and shall make available copies of each Additional Currency Facility Addendum to any Lender upon request. Section 1.4 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any organization document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein”, “hereof” and “hereunder”, and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law, rule or regulation shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

 34 [[8499770]] (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. (d) Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity). Section 1.5 Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Canadian Prime Rate, the SONIA Rate, any Term Benchmark Rate, any other Benchmark (as defined in Section 2.17(I)(f)) or any Canadian Benchmark (as defined in Section 2.17(II)(g)), or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement (as defined in Section 2.17(I)(f)) and any Canadian Benchmark Replacement (as defined in Section 2.17(II)(g))), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement or any Canadian Benchmark Replacement), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Rate, the Canadian Prime Rate, the SONIA Rate, any Term Benchmark Rate, such Benchmark or Canadian Benchmark or any other Benchmark or Canadian Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes or any Canadian Conforming Changes, as the case may be. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, the Canadian Prime Rate, the SONIA Rate or a Benchmark or a Canadian Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement or Canadian Benchmark Replacement) or any relevant a…