PLEXUS CORP

EX-10.1 · exhibit101-2026secondarcre.htm

EX-10.1
 2
 exhibit101-2026secondarcre.htm
 EX-10.1

 EXECUTION VERSION

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF JUNE 5, 2026

AMONG

PLEXUS CORP.,

THE SUBSIDIARY BORROWERS PARTY HERETO,

THE LENDERS,

JPMORGAN CHASE BANK, N.A.,
AS ADMINISTRATIVE AGENT
 PNC BANK, NATIONAL ASSOCIATION AND U.S. BANK NATIONAL ASSOCIATION,
 AS CO-SYNDICATION AGENT S
 BANK OF AMERICA, N.A. AND HSBC BANK USA, N.A.,
 AS CO-DOCUMENTATION AGENTS
 AND

JPMORGAN CHASE BANK, N.A., PNC BANK, NATIONAL ASSOCIATION AND
 U.S. BANK NATIONAL ASSOCIATION,
 AS JOINT LEAD ARRANGERS AND JOINT BOOK RUNNERS

 Table of Contents
 Page
 1.1.      Definitions      1
 1.2.      Amendment and Restatement of Existing Credit Agreement      38
 1.3.      Classification of Loans and Advances      38
 1.4.      Terms Generally      38
 1.5.      Interest Rates; Benchmark Notification      39
 ARTICLE II THE CREDITS      40
 2.1.      Commitments      40
 2.2.      Determination of Dollar Amounts; Required Payments; Termination      40
 2.3.      Ratable Loans; Types of Advances      41
 2.4.      Swing Line Loans .     41
 2.5.      Commitment Fee      42
 2.6.      Minimum Amount of Each Revolving Advance      43
 2.7.      Reductions in Aggregate Commitments; Optional Principal Payments      43
 2.8.      Method of Selecting Types and Interest Periods for New Advances      44
 2.9.      Conversion and Continuation of Outstanding Advances; Maximum Number of Interest Periods      45
 2.10.      Interest Rates      46
 2.11.      Rates Applicable After Event of Default      46
 2.12.      Method of Payment .     47
 2.13.      Noteless Agreement; Evidence of Indebtedness      48
 2.14.      Alternate Rate of Interest .     48
 2.15.      Interest Payment Dates; Interest and Fee Basis      51
 2.16.      Notification of Advances, Interest Rates, Prepayments and Commitment Reductions      52
 2.17.      Lending Installations      52
 2.18.      Non-Receipt of Funds by the Administrative Agent      52
 2.19.      Facility LCs .     53
 2.20.      Replacement of Lender      58
 2.21.      Limitation of Interest      59
 2.22.      Defaulting Lenders .     60
 2.23.      Market Disruption      63
 2.24.      Judgment Currency      63
 2.25.      Extensions of Commitments.      64
 2.26.      Increase Option      66
 2.27.      Designation of Subsidiary Borrowers      68
 ARTICLE III YIELD PROTECTION; TAXES      68
 i

 3.1.      Yield Protection      68
 3.2.      Changes in Capital Adequacy Regulations      69
 3.3.      Funding Indemnification      70
 3.4.      Taxes .     70
 3.5.      Selection of Lending Installation; Mitigation Obligations; Lender Statements; Survival of Indemnity      73
 ARTICLE IV CONDITIONS PRECEDENT      74
 4.1.      Effectiveness      74
 4.2.      Each Credit Extension      75
 4.3.      Designation of a Subsidiary Borrower      75
 ARTICLE V REPRESENTATIONS AND WARRANTIES      76
 5.1.      Existence and Standing      76
 5.2.      Authorization and Validity      76
 5.3.      No Conflict; Government Consent      77
 5.4.      Financial Statements      77
 5.5.      Material Adverse Change      77
 5.6.      Taxes      77
 5.7.      Litigation and Contingent Obligations      77
 5.8.      Subsidiaries      77
 5.9.      ERISA; Foreign Pension Plans      78
 5.10.      Accuracy of Information      78
 5.11.      [ Reserved ]      78
 5.12.      [ Reserved ]      78
 5.13.      Compliance With Laws      78
 5.14.      [ Reserved ]      78
 5.15.      Plan Assets; Prohibited Transactions      79
 5.16.      Environmental Matters      79
 5.17.      Investment Company Act      79
 5.18.      Insurance      79
 5.19.      Solvency      79
 5.20.      No Default      80
 5.21.      Anti-Corruption Laws; Sanctions; Export Controls .     80
 5.22.      Affected Financial Institutions      80
 5.23.      Margin Regulations      80
 5.24.      Outbound Investment Rules     80
 ARTICLE VI COVENANTS      81
 6.1.      Financial Reporting      81
 6.2.      Use of Proceeds      82
 6.3.      Notice of Material Events      82
 6.4.      Conduct of Business      83
 6.5.      Taxes      83
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 6.6.      Insurance      83
 6.7.      Compliance with Laws      84
 6.8.      [ Reserved ]      84
 6.9.      Books and Records; Inspection      84
 6.10.      Subsidiary Indebtedness      84
 6.11.      Merger      85
 6.12.      Sale of Assets      85
 6.13.      [ Reserved ]      86
 6.14.      Acquisitions      86
 6.15.      Liens      86
 6.16.      Affiliates      89
 6.17.      Restricted Payments      89
 6.18.      Financial Covenants .     89
 6.19.      Guarantors      90
 6.20.      PATRIOT Act Compliance      91
 6.21.      Outbound Investment Rules     91
 ARTICLE VII DEFAULTS      91
 ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES      93
 8.1.      Acceleration; Remedies      93
 8.2.      Application of Funds      94
 8.3.      Amendments      95
 8.4.      Preservation of Rights      96
 ARTICLE IX GENERAL PROVISIONS      97
 9.1.      Survival of Representations      97
 9.2.      Governmental Regulation      97
 9.3.      Headings      97
 9.4.      Entire Agreement      97
 9.5.      Several Obligations; Benefits of this Agreement      97
 9.6.      Expenses; Indemnification      97
 9.7.      [ Reserved ]      98
 9.8.      Accounting      98
 9.9.      Severability of Provisions      99
 9.10.      Nonliability of Lenders      99
 9.11.      Confidentiality      100
 9.12.      Nonreliance      100
 9.13.      Disclosure      100
 9.14.      USA PATRIOT ACT NOTIFICATION      100
 9.15.      Guarantor Releases      101
 9.16.      Acknowledgement and Consent to Bail-In of Affected Financial Institutions      101
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 9.17.      Material Non-Public Information      102
 9.18.      Existing Credit Agreement      102
 9.19.      Acknowledgement Regarding Any Supported QFC’s      102
 ARTICLE X THE ADMINISTRATIVE AGENT      103
 10.1.      Appointment; Nature of Relationship      103
 10.2.      Powers      103
 10.3.      General Immunity      103
 10.4.      No Responsibility for Loans, Recitals, etc      104
 10.5.      Action on Instructions of Lenders      104
 10.6.      Employment of Administrative Agents and Counsel      105
 10.7.      Reliance on Documents; Counsel      105
 10.8.      Administrative Agent’s Reimbursement and Indemnification      107
 10.9.      Proceedings      107
 10.10.      Rights as a Lender      108
 10.11.      Lender Credit Decision, Legal Representation      108
 10.12.      Successor Administrative Agent      108
 10.13.      Administrative Agent and Arranger Fees      109
 10.14.      Delegation to Affiliates      110
 10.15.      Co-Documentation Agents, etc      110
 10.16.      No Advisory or Fiduciary Responsibility      110
 10.17.      Posting of Communications      110
 10.18.      Certain ERISA Matters .     112
 10.19.      Erroneous Payments .     113
 10.20.      Borrower Communications.      114
 10.21.      Acknowledgements of Lenders and LC Issuers .     115
 ARTICLE XI SETOFF; RATABLE PAYMENTS      116
 11.1.      Setoff      116
 11.2.      Ratable Payments      116
 ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS      116
 12.1.      Successors and Assigns      116
 12.2.      Participations .     117
 12.3.      Assignments .     118
 ARTICLE XIII NOTICES      121
 13.1.      Notices; Effectiveness; Electronic Communication.      121
 ARTICLE XIV COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC EXECUTION      122
 14.1.      Counterparts; Effectiveness      122
 iv

 14.2.      Electronic Execution      122
 ARTICLE XV CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL      123
 15.1.      CHOICE OF LAW      123
 15.2.      CONSENT TO JURISDICTION      124
 15.3.      WAIVER OF JURY TRIAL      124
 ARTICLE XVI CROSS-GUARANTEE      124
 v

 SCHEDULES

 PRICING SCHEDULE
 SCHEDULE 1 – Commitments
 SCHEDULE 2 – LC Commitments
 SCHEDULE 5.8 – Subsidiaries
 SCHEDULE 6.10 – Indebtedness
 SCHEDULE 6.15 – Liens
 SCHEDULE 13.1 – Notice Addresses

 EXHIBITS

 EXHIBIT A – [ Reserved ]
 EXHIBIT B – Form of Compliance Certificate
 EXHIBIT C – Form of Assignment and Assumption Agreement
 EXHIBIT D – [ Reserved ]
 EXHIBIT E – Form of Note
 EXHIBIT F – Form of Increasing Lender Supplement
 EXHIBIT G – Form of Augmenting Lender Supplement
 EXHIBIT H – List of Closing Documents
 EXHIBIT I – Form of Borrowing Subsidiary Agreement
 EXHIBIT J – Form of Borrowing Subsidiary Termination

 vi

 SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 This Second Amended and Restated Credit Agreement (this “ Agreement ”), dated as of June 5, 2026, is among Plexus Corp., the Subsidiary Borrowers from time to time party hereto, the Lenders and JPMorgan Chase Bank, N.A., as a Lender, an LC Issuer, Swing Line Lender and as Administrative Agent.
 WHEREAS, the Company, the lenders party thereto and JPMorgan Chase Bank, N.A. are currently party to the Amended and Restated Credit Agreement, dated as of June 9, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Effective Date, the “ Existing Credit Agreement ”);
 WHEREAS, the Company, the Lenders party hereto and the Administrative Agent have agreed to enter into this Agreement in order to (i) amend and restate the Existing Credit Agreement in its entirety, (ii) extend the maturity date in respect of the existing revolving credit facility under the Existing Credit Agreement, (iii) re-evidence the “Obligations” under, and as defined in, the Existing Credit Agreement, which shall be repayable in accordance with the terms of this Agreement and (iv) set forth the terms and conditions under which the Lenders will, from time to time, make loans and extend other financial accommodations to or for the benefit of the Company and the other Borrowers;
 WHEREAS, it is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the parties under the Existing Credit Agreement or be deemed to evidence or constitute full repayment of such obligations and liabilities, but that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations and liabilities of the Company and the other Loan Parties outstanding thereunder, which shall be payable in accordance with the terms hereof; and
 WHEREAS, it is also the intent of the Company to confirm that all obligations under the applicable “Loan Documents” (as referred to and defined in the Existing Credit Agreement) shall continue in full force and effect as modified or restated by the Loan Documents (as referred to and defined herein) and that, from and after the Effective Date, all references to the “Credit Agreement” contained in any such existing “Loan Documents” shall be deemed to refer to this Agreement.
 NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree that the Existing Credit Agreement is hereby amended and restated as follows:
 ARTICLE I

 DEFINITIONS
 1.1. Definitions . As used in this Agreement:
 “ Acquisition ” means any transaction, or any series of related transactions (unless solely among the Company and/or one or more of its Subsidiaries), consummated on or after the date of this Agreement, by which the Company or any of its Subsidiaries (i) acquires any going-concern business or all or substantially all of the assets of any firm, corporation or limited liability company, or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority
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 (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company ; provided, however , that Customer Divestiture transactions are not considered Acquisitions for the purposes of this Agreement.
 “ Acquisition Debt ” means any Indebtedness of the Company or any of its Subsidiaries that has been issued or incurred for the purpose of financing, in whole or in part, a Material Acquisition that is reasonably expected to be a Permitted Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Company, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds thereof to the Company and its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Company and its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits or requires such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within ninety (90) days of such termination or such specified date, as the case may be).
 “ Acquisition-Related Incremental Term Loans ” has the meaning assigned to such term in Section 2.26 .
 “ Adjusted Covenant Period ” has the meaning assigned to such term in Section 6.18(b) .
 “ Adjusted Daily Simple RFR ” means, (i) with respect to any RFR Advance denominated in Pounds Sterling, an interest rate per annum equal to the Daily Simple RFR for Pounds Sterling and (ii) with respect to any RFR Advance denominated in Dollars, an interest rate per annum equal to the Daily Simple RFR for Dollars; provided that if the Adjusted Daily Simple RFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
 “ Adjusted EURIBOR Rate ” means, with respect to any Term Benchmark Advance denominated in Euros for any Interest Period, an interest rate per annum equal to (a) the EURIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if the Adjusted EURIBOR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
 “ Adjusted Term SOFR Rate ” means, with respect to any Term Benchmark Advance denominated in Dollars for any Interest Period, an interest rate per annum equal to the Term SOFR Rate for such Interest Period; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
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 “ Administrative Agent ” means JPMorgan (or any of its designated branch offices or affiliates), in its capacity as contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article X.
 “ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent to the Borrower or any Lender, as the context requires.
 “ Advance ” means a borrowing hereunder of Loans made by some or all of the Lenders, of the same Type, made, converted or continued on the same Borrowing Date or date of conversion or continuation, as applicable, and consisting, in either case, of the aggregate amount of the several Loans of the same Type and, in the case of Term Benchmark Loans, for the same Interest Period. The term “Advance” shall include Swing Line Loans unless otherwise expressly provided.
 “ Affected Financial Institution ” means (a) any EEA Financial Institution or (b) any UK Financial Institution .
 “ Affected Lender ” is defined in Section 2.20.
 “ Affiliate ” of any Person means any other Person directly or indirectly Controlling, Controlled by or under common Control with such Person, including, without limitation, such Person’s Subsidiaries.
 “ Aggregate Commitment ” means the aggregate of the Commitments of all of the Lenders, as modified from time to time pursuant to the terms hereof. As of the Effective Date, the Aggregate Commitment is $500,000,000.
 “ Aggregate Outstanding Credit Exposure ” means, at any time, the aggregate of the Revolving Exposure of all the Lenders; provided , that, clause (a) of the definition of Swing Line Exposure shall only be applicable to the extent Lenders shall have funded their respective participations in the outstanding Swing Line Loans.
 “ Agreed Currencies ” means (i) Dollars, (ii) so long as such currencies remain Eligible Currencies, Pounds Sterling and euro, and (iii) any other Eligible Currency which the Company requests the Administrative Agent to include as an Agreed Currency hereunder and which is acceptable to the Administrative Agent and all of the Lenders.
 “ Agreement ” means this Second Amended and Restated Credit Agreement, as it may be amended or modified and in effect from time to time.
 “ Alternate Base Rate ” means, for any day, a rate of interest per annum equal to the highest of (i) one percent (1.0%) per annum, (ii) the Prime Rate for such day, (iii) the sum of the NYFRB Rate for such day plus 0.50% per annum and (iv) the Adjusted Term SOFR Rate for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a Business Day, the immediately preceding U.S. Government Securities Business Day) for Dollars plus 1.00%, provided that, for the avoidance of doubt, the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest
 3

 pursuant to Section 2.14 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.14), then the Alternate Base Rate shall be the greatest of clauses (i), (ii) and (iii) above and shall be determined without reference to clause (iv) above.
 “ Ancillary Documents ” has the meaning assigned to it in Section 14.2.
 “ 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 bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder and the Bribery Act 2010 of the United Kingdom, as amended.
 “ Applicable Fee Rate ” means, at any time, the percentage rate per annum at which commitment fees are accruing on the unused portion of the Available Aggregate Revolving Commitment at such time as set forth in the Pricing Schedule.
 “ Applicable Margin ” means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type as set forth in the Pricing Schedule.
 “ Applicable Parties ” has the meaning assigned to it in Section 10.17(c).
 “ Approved Borrower Portal ” has the meaning assigned to it in Section 10.20(a).
 “ Approved Electronic Platform ” has the meaning assigned to it in Section 10.17(a).
 “ 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.
 “ Arrangers ” means each of JPMorgan, PNC and U.S. Bank, and their respective successors, in their respective capacities as Joint Lead Arranger and Joint Book Runner.
 “ Article ” means an article of this Agreement unless another document is specifically referenced.
 “ Assignment and Assumption ” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 12.3), and accepted by the Administrative Agent, in the form of Exhibit C or any other form (including electronic records generated by the use of an electronic platform) approved by the Administrative Agent.
 “ Augmenting Lender ” is defined in Section 2.26.
 “ Authorized Officer ” means any of the President and Chief Executive Officer, Executive Vice President and Chief Operating Officer, Executive Vice President and Chief Financial Officer, Executive Vice President, Chief Administrative Office, General Counsel and Secretary, or Treasurer of the applicable Borrower, acting singly.
 “ Available Aggregate Revolving Commitment ” means, at any time, the Aggregate Commitment then in effect minus the Aggregate Outstanding Credit Exposure at such time.
 “ Available Tenor ” means, as of any date of determination and with respect to the then-current Benchmark for any Agreed Currency, as applicable, any tenor for such Benchmark (or component
 4

 thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of Section 2.14.
 “ 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).
 “ Base Rate Advance ” means an Advance which bears interest at the Alternate Base Rate.
 “ Base Rate Loan ” means a Loan which, except as otherwise provided in Section 2.11, bears interest at the Alternate Base Rate.
 “ Benchmark ” means, initially, with respect to any (i) RFR Loan in any Agreed Currency, the applicable Relevant Rate for such Agreed Currency or (ii) Term Benchmark Loan, the Relevant Rate for the applicable Agreed Currency; provided that if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for such Agreed Currency, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.14.
 “ Benchmark Replacement ” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in a Foreign Currency, “Benchmark Replacement” shall mean the alternative set forth in (2) below:
 (1) in the case of any Loan denominated in Dollars, Daily Simple SOFR, and
 (2) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Company as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in the applicable Agreed Currency at such time in the United States and (b) the related Benchmark Replacement Adjustment.
 If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
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 “ Benchmark Replacement Adjustment ” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Administrative Agent and the Company for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Agreed Currency at such time.
 “ Benchmark Replacement Conforming Changes ” means, with respect to any Benchmark Replacement and/or any Term Benchmark Loan denominated in Dollars, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate”, the definition of “Business Day”, the definition of “U.S. Government Securities Business Day”, the definition of “RFR Business Day”, the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent, in consultation with the Company, decides in its reasonable good faith discretion may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides in its reasonable good faith discretion that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines in its reasonable good faith discretion that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent, in consultation with the Company, decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
 “ Benchmark Replacement Date ” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:
 (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
 (2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if such Benchmark (or component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
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 For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
 “ Benchmark Transition Event ” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:
 (1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely as of a specific date, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof);
 (2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, the central bank for the Agreed Currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely as of a specific date; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or
 (3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.
 For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
 “ Benchmark Unavailability Period ” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition
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 has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14.
 “ Beneficial Ownership Certification ” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.
 “ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230.
 “ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code, or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
 “ BHC Act Affiliate ” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
 “ Borrower ” means the Company or any Subsidiary Borrower.
 “ Borrowing Date ” means a date on which an Advance is made or a Facility LC is issued hereunder.
 “ Borrowing Notice ” is defined in Section 2.8.
 “ Borrowing Subsidiary Agreement ” means a Borrowing Subsidiary Agreement substantially in the form of Exhibit I .
 “ Borrowing Subsidiary Termination ” means a Borrowing Subsidiary Termination substantially in the form of Exhibit J .
 “ Business Day ” means any day (other than a Saturday or a Sunday) on which banks are open for business in New York City or Chicago, provided that, (a) in relation to Loans denominated in Pounds Sterling, “Business Day” shall also mean any day (other than a Saturday or a Sunday) on which banks are open for business in London, (b) in relation to Loans denominated in Euros and in relation to the calculation or computation of the EURIBOR Rate, “Business Day” shall also mean any day which is a TARGET Day, (c) in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings in the applicable Agreed Currency of such RFR Loan, “Business Day” shall also mean any such day that is an RFR Business Day and (d) in relation to Loans referencing the Term SOFR Rate and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the Term SOFR Rate or any other dealings of such Loans referencing the Term SOFR Rate, any such day that is a U.S. Government Securities Business Day.
 “ Capitalized Lease ” of a Person means, subject to Section 9.8 , any capital or financing lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP.
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 “ Capitalized Lease Obligations ” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with GAAP.
 “ Cash Collateralize ” means to deposit in the Facility LC Collateral Account or to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the LC Issuers or Lenders, as collateral for LC Obligations or obligations of Lenders to fund participations in respect of LC Obligations, cash or deposit account balances or, if the Administrative Agent and the relevant LC Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and such LC Issuer. “ Cash Collateral ” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.
 “ Cash Equivalent Investments ” means (i) short-term obligations of, or fully guaranteed by, the United States of America, (ii) commercial paper rated A-1 or better by S&P or P-1 or better by Moody’s, (iii) demand deposit accounts maintained in the ordinary course of business, and (iv) certificates of deposit issued by and time deposits with commercial banks (whether domestic or foreign) having capital and surplus in excess of $500,000,000; provided in each case that the same provides for payment of both principal and interest (and not principal alone or interest alone) and is not subject to any contingency regarding the payment of principal or interest and (v) shares of money market mutual funds that are rated at least “AAAm” or “AAAG” by S&P or “P-1” or better by Moody’s.
 “ CBR Loan ” means a Loan that bears interest at a rate determined by reference to the Central Bank Rate.
 “ CBR Spread ” means the Applicable Margin applicable to a Loan that is replaced by a CBR Loan.
 “ Central Bank Rate ” means, the greater of (A)(i) for any Loan denominated in (a) Pounds Sterling, the Bank of England (or any successor thereto)’s “Bank Rate” as published by the Bank of England (or any successor thereto) from time to time, (b) Euro, one of the following three rates as may be selected by the Administrative Agent reasonably and in good faith: (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time, or (3) the rate for the deposit facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time or (c) any other Foreign Currency determined after the Effective Date, a central bank rate as determined by the Administrative Agent in its reasonable, good faith discretion, plus (ii) the applicable Central Bank Rate Adjustment, and (B) the Floor.
 “ Central Bank Rate Adjustment ” means, for any day, for any Loan denominated in (a) Euro, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the Adjusted EURIBOR Rate for the five most recent Business Days preceding such day for which the EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest Adjusted EURIBOR Rate applicable during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day in such period, (b) Pounds Sterling, a rate
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 equal to the difference (which may be a positive or negative value or zero) of (i) the average of Adjusted Daily Simple RFR for Pounds Sterling Advances for the five most recent RFR Business Days preceding such day for which SONIA was available (excluding, from such averaging, the highest and the lowest such Adjusted Daily Simple RFR applicable during such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Pounds Sterling in effect on the last RFR Business Day in such period or (c) any other Foreign Currency determined after the Effective Date, an adjustment as determined by the Administrative Agent in its reasonable good faith discretion. For purposes of this definition, (x) the term Central Bank Rate shall be determined disregarding clause (A)(ii) of the definition of such term, and (y) the Adjusted EURIBOR Rate on any day shall be based on the EURIBOR Screen Rate on such day at approximately the time referred to in the definition of such term for deposits in the applicable Foreign Currency for a maturity of one month.
 “ Change in Control ” means (i) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934) of 30% or more of the outstanding shares of voting stock of the Company on a fully-diluted basis, (ii) within any twelve-month period, occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were neither (x) nominated by the board of directors of the Company nor (y) appointed or approved by directors so nominated, (iii)  any “Change in Control” (or words of like import), as defined in any Material Indebtedness Agreement, shall occur, or (iv) the Company ceases to own, directly or indirectly, and Control 100% (other than directors’ qualifying shares) of the ordinary voting and economic power of any Subsidiary Borrower.
 “ Change in Law ” means the adoption or taking effect of or change, in each case after the Effective Date (or, as to any Person that becomes a Lender or Participant after such date, such later date as such Person becomes a Lender or Participant), in (a) any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, treaty or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation, application or administration thereof by any Governmental or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation, promulgation, implementation, application or administration thereof (including, notwithstanding the foregoing, except to the extent merely proposed and not binding, all requests, rules, guidelines, requirements or directives (x) in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States financial regulatory authorities, in each case of clauses (x) and (y), regardless of the date enacted, adopted, issued, promulgated or implemented), or (b) compliance by any Lender or applicable Lending Installation or LC Issuer with any of the foregoing set forth in clause (a) of this definition.
 “ CME Term SOFR Administrator ” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).
 “ Code ” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.
 “ Co-Documentation Agent ” means each of Bank Of America, N.A. and HSBC Bank USA, N.A., in its capacity as co-documentation agent for the credit facility evidenced by this Agreement.
 “ Collateral Shortfall Amount ” has the meaning assigned to it in Section 8.1 .
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 “ Combination ” has the meaning assigned to it in Section 2.7(b) .
 “ Combined Lender ” has the meaning assigned to it in Section 2.7(b) .
 “ Commitment ” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and participate in Facility LCs issued upon the application of the applicable Borrower or Subsidiary and Swing Line Loans, expressed as an amount representing the maximum possible aggregate amount of such Lender’s Revolving Exposure hereunder, as such commitment may be modified (i) pursuant to Section 2.7, (ii) as a result of any assignment that has become effective pursuant to Section 12.3(c), or (iii) otherwise from time to time pursuant to the terms hereof; provided that, subject to Section 2.2 in the event of any excess caused solely by currency exchange rate fluctuations, at no time shall the Revolving Exposure of any Lender exceed its Commitment. The initial aggregate amount of the Lenders’ Commitments as of the Effective Date is $500,000,000.
 “ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. §1 et seq.), as amended from time to time, and any successor statute.
 “ Communications ” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or any LC Issuer by means of electronic communications pursuant to Section 10.17, including through an Approved Electronic Platform and the Approved Borrower Portal.
 “ Company ” means Plexus Corp., a Wisconsin corporation, and its successors and assigns.
 “ Computation Date ” is defined in Section 2.2.
 “ Consolidated EBITDA ” means, with respect to any applicable period of four fiscal quarters, Consolidated Net Income plus , to the extent deducted from revenues in determining Consolidated Net Income and without duplication, (i) Consolidated Interest Expense, (ii) expense for taxes paid in cash or accrued, (iii) depreciation, (iv) amortization, (v) any non-cash costs, expenses, charges, losses or other items deducted from revenues in determining Consolidated Net Income, (vi) fees, costs, expenses, charges and losses incurred during the applicable period arising out of any issuance, incurrence, repayment or other satisfaction of indebtedness, any issuance or redemption of equity interests, any Permitted Acquisition or other investment permitted hereunder and any Material Disposition permitted hereunder, (vii) fees, costs, expenses, charges and losses incurred in connection with any litigation, arbitration and/or other resolutions of legal disputes including the payment of awards and settlement payments in respect thereof; provided that the aggregate amount permitted to be added back pursuant to this clause (vii) shall not exceed $25,000,000 during the applicable period, (viii) other unusual and/or non-recurring cash costs, expenses, charges, losses and other items deducted in the calculation of Consolidated Net Income (including, for the avoidance of doubt, casualties and condemnation events, restructurings, discontinued operations and dispositions) up to an aggregate amount per four consecutive fiscal quarters not to exceed an amount equal to 10% of Consolidated EBITDA for the applicable period (determined before giving effect to this clause (viii)) and (ix) any cost savings and cost synergies resulting from a Specified Transaction, restructuring or cost savings initiative, in each case projected in good faith by the Company to be realized within 18 months of such event or initiative up to an aggregate amount per four consecutive fiscal quarters not to exceed an amount equal to 10% of Consolidated EBITDA for the applicable period (determined before giving effect to this clause (ix)), minus , to the extent included in Consolidated Net Income, (1) any non-cash income or gains realized or other non-cash items added to
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 revenue in determining Consolidated Net Income (other than, for the avoidance of doubt, the accrual of revenue in accordance with GAAP), (2) interest income, (3) income tax credits and refunds (to the extent not netted from tax expense in clause (ii) above), (4) any cash payments made during such period in respect of items described in clause (v) above subsequent to the fiscal quarter in which the relevant non-cash item was incurred, all calculated for the Company and its Subsidiaries on a consolidated basis and (5) any income or gains realized from casualties and condemnation events, restructurings, discontinued operations and dispositions (excluding held-for-sale discontinued operations until actually disposed of). For the purposes of calculating Consolidated EBITDA for any period of four (4) consecutive fiscal quarters (each, a “ Reference Period ”), (i) if at any time during such Reference Period the Company or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the Property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period, and (ii) if during such Reference Period the Company or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period.
 “ Consolidated Interest Expense ” means, with reference to any period, the interest expense of the Company and its Subsidiaries calculated on a consolidated basis for such period in accordance with GAAP. For the purposes of calculating Consolidated Interest Expense for any Reference Period, (i) if at any time during such Reference Period the Company or any Subsidiary shall have made any Material Disposition, the Consolidated Interest Expense for such Reference Period shall be reduced by an amount equal to the Consolidated Interest Expense (if positive) attributable to the Property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated Interest Expense (if negative) attributable thereto for such Reference Period, and (ii) if during such Reference Period the Company or any Subsidiary shall have made a Material Acquisition, Consolidated Interest Expense for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period.
 “ Consolidated Net Income ” means, with reference to any period, the net income (or loss) of the Company and its Subsidiaries calculated on a consolidated basis for such period in accordance with GAAP.
 “ Consolidated Total Assets ” means, as of the date of any determination thereof, total assets of the Company and its Subsidiaries calculated in accordance with GAAP on a consolidated basis as of such date of determination.
 “ Consolidated Total Indebtedness ” means at any time the Indebtedness of the Company and its Subsidiaries calculated on a consolidated basis as of such time, excluding, for the avoidance of doubt, any Indebtedness between Foreign Subsidiaries organized under Chinese law structured as entrusted loans through banking intermediaries in accordance with applicable law.
 “ Contingent Obligation ” of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses (other than for collection or deposit in the ordinary course of business), contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, take-or-pay contract or the obligations of any such Person as general partner of a partnership with respect to the
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 liabilities of the partnership. It is understood that the amount of any Contingent Obligation of or by any Person shall be deemed to be the lower of (a) the amount of the obligation or liability in respect of which such Contingent Obligation exists and (b) the maximum amount for which such Person may be liable pursuant to the instrument embodying such Contingent Obligation, unless such primary obligation and the maximum amount for which such Person may be liable are not stated or determinable, in which case the amount of such Contingent Obligation shall be deemed to be such Person’s maximum reasonably anticipated liability in respect thereof as reasonably determined by such Person in good faith. For the avoidance of doubt, in the event any Contingent Obligation is limited to recourse against a particular asset or assets of such Person, the amount of such Contingent Obligation shall be equal to the lesser of the amount of such Contingent Obligation and the fair market value of such asset or assets, as determined by such Person in good faith, at the date for determination of the amount of such Contingent Obligation.
 “ Control ” means, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.
 “ Conversion/Continuation Notice ” is defined in Section 2.9.
 “ Corresponding Tenor ” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.
 “ Co-Syndication Agent ” means each of PNC and U.S. Bank, in its capacity as co-syndication agent for the credit facility evidenced by this Agreement.
 “ Covered Entity ” means any of the following:
 (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
 (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
 (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
 “ Covered Party ” has the meaning assigned to it in Section 9.19.
 “ Credit Exposure ” means, as to any Lender at any time, such Lender’s Revolving Exposure at such time.
 “ Credit Extension ” means the making of an Advance or the issuance of a Facility LC hereunder, but shall exclude, for the avoidance of doubt, any continuation or conversion of an existing Advance.
 “ Customer Divestiture ” means the necessary acquisition of Property of a new or existing customer by the Company or its Subsidiaries in order to transition from such customer services offered by the Company in its ordinary course of business. Such Property may include, but is not limited to, inventory, test fixtures, equipment, assignment/assumption of purchase commitments and hiring of personnel to ensure success of such transition. Customer Divestiture shall not include acquisition of real property of a customer of the Company.
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 “ Daily Simple RFR ” means, for any day (an “ RFR Interest Day ”), an interest rate per annum equal to, for any RFR Loan denominated in (i) Pounds Sterling, SONIA for the day that is four (4) RFR Business Days prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR Interest Day or (B) if such RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Interest Day and (ii) Dollars, Daily Simple SOFR (following a Benchmark Transition Event and a Benchmark Replacement Date with respect to the Term SOFR Rate).
 “ Daily Simple SOFR ” means, for any day (a “ SOFR Rate Day ”), a rate per annum equal to SOFR for the day(such day “ SOFR Determination Date ”) that is four (4) RFR Business Days prior to (i) if such SOFR Rate Day is an RFR Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrowers. If by 5:00 p.m. (New York City time) on the second (2nd) RFR Business Day immediately following any SOFR Determination Date, SOFR in respect of such SOFR Determination Date has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Date will be SOFR as published in respect of the first preceding RFR Business Day for which such SOFR was published on the SOFR Administrator’s Website.
 “ Debtor Relief Laws ” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.
 “ Default ” means an event which but for the lapse of time or the giving of notice, or both, would, unless cured or waived, constitute an Event of Default.
 “ Default Right ” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
 “ Defaulting Lender ” means, subject to Section 2.22(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Company 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 or waived, or (ii) pay to the Administrative Agent, any LC Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Facility LCs or Swing Line Loans) within two (2) Business Days of the date when due, (b) has notified the Company, the Administrative Agent, any LC Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Company, to confirm in writing to the Administrative Agent and the Company that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent
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 and the Company), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets (other than an Undisclosed Administration), including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.22(b)) upon delivery of written notice of such determination to the Company, each LC Issuer, the Swing Line Lender and each Lender.
 “Departing Lender” has the meaning specified in Section 1.2(b).
 “ Disqualified Institution ” means (i) those Persons identified by the Company in writing to the Administrative Agent at JPMDQ_Contact@jpmorgan.com (or to such other address as the Administrative Agent may designate to the Company from time to time) and the Lenders prior to the Effective Date, (ii) those Persons that are reasonably determined by the Company to be competitors of the Company or any of its Subsidiaries and which have been specifically identified by the Company in writing to the Administrative Agent at JPMDQ_Contact@jpmorgan.com (or to such other address as the Administrative Agent may designate to the Company from time to time) and the Lenders in writing prior to the Effective Date and (iii) in the case of each of clauses (i) and (ii) (and any supplements thereto as contemplated below), any of their respective Affiliates, to the extent any such Affiliate (x) is clearly identifiable as an Affiliate of the applicable Person solely by similarity of such Affiliate’s name and (y) is not a bona fide debt investment fund that is an Affiliate of such Person; provided that, the Company, by delivery of notice in writing to the Administrative Agent at JPMDQ_Contact@jpmorgan.com (or to such other address as the Administrative Agent may designate to the Company from time to time) and the Lenders after the Effective Date, shall be permitted to supplement from time to time in writing by name the list of Persons that are Disqualified Institutions to the extent that the Persons added by such supplements are determined by the Company to be competitors of the Company or any of its Subsidiaries (or Affiliates of such competitors that are not bona fide debt investment funds). Each such supplement shall become effective three (3) Business Days after delivery thereof in accordance with the proviso to the immediately preceding sentence to the Administrative Agent and the Lenders, but which shall not apply retroactively to disqualify any Persons that have previously acquired, or have entered into a pending trade to acquire, an assignment or participation interest in the Loans (but solely with respect to such Loans) in accordance with this Agreement. It is understood and agreed that (i) the Administrative Agent shall have no responsibility or liability to determine or monitor whether any Lender or potential Lender is a Disqualified Institution, (ii) the Company’s failure to deliver such list (or supplement thereto) in accordance with this definition or Sections 12.3 and 13.1 shall render such list (or supplement) not received and not effective and (iii) “Disqualified Institution” shall exclude any Person that the Company has designated as no longer being a “Disqualified Institution” by written notice delivered to the Administrative Agent at JPMDQ_Contact@jpmorgan.com (or to such other address as the Administrative Agent may designate to the Company from time to time) (which notice may be distributed to the Lenders) from time to time in accordance with this definition and Sections 12.3 and 13.1.
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 “ Dividing Person ” has the meaning assigned to it in the definition of “Division”.
 “ Division ” means the division of the assets, liabilities and/or obligations of a Person (the “ Dividing Person ”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.
 “ Division Successor ” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.
 “ Dollar ” and “ $ ” means the lawful currency of the United States of America.
 “ Dollar Amount ” means, on any date of determination, (a) with respect to any amount in Dollars, such amount, and (b) with respect to any amount in any other currency, the Equivalent Amount of such amount, determined by the Administrative Agent pursuant to Section 2.2 and the definition of Equivalent Amount, as applicable.
 “ Domestic Subsidiary ” means a Subsidiary of the Company incorporated or organized under the laws of the United States of America, any state thereof or the District of Columbia.
 “ DQ List ” has the meaning specified in Section 12.3 .
 “ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
 “ EEA Member Country ” means any of the member states of the European Union, , Iceland, Liechtenstein, and Norway.
 “ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
 “ Effective Date ” means the date on which the conditions specified in Section 4.1 are satisfied (or waived in accordance with Section 8.3).
 “ Electronic Signature ” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.
 “ Eligible Assignee ” means (i) a Lender; (ii) an Approved Fund; (iii) a commercial bank or other Person organized under the laws of the United States, or any state thereof, and having total assets in excess of $3,000,000,000, calculated in accordance with the accounting principles prescribed by the regulatory authority applicable to such bank in its jurisdiction of organization; (iv) a commercial bank or
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 other Person organized under the laws of any other country that is a member of the OECD, or a political subdivision of any such country, and having total assets in excess of $3,000,000,000, calculated in accordance with the accounting principles prescribed by the regulatory authority applicable to such bank in its jurisdiction of organization, so long as such bank is acting through a branch or agency located in the country in which it is organized or another country that is described in this clause (iv); or (v) the central bank of any country that is a member of the OECD; provided , however , that no Ineligible Institution shall qualify as an Eligible Assignee.
 “ Eligible Currency ” means any lawful currency other than Dollars that is readily available, freely traded, convertible into Dollars and as to which a Dollar Amount may be readily calculated. If, after the designation by the Lenders of any currency as an Agreed Currency, (a) currency control or other exchange regulations are imposed in the country in which such currency is issued with the result that different types of such currency are introduced, (b) such country’s currency is, in the determination of the Administrative Agent, no longer readily available or freely traded or (c) in the determination of the Administrative Agent, a Dollar Amount is not readily calculable with respect to such currency (each of the foregoing (a), (b) and (c), a “ Disqualifying Event ”), then the Administrative Agent shall promptly notify the Lenders and the Company, and such country’s currency shall no longer be an Agreed Currency until such time as the Disqualifying Event(s) no longer exist, but in any event within five (5) Business Days of receipt of such notice from the Administrative Agent, the applicable Borrower shall repay all Loans in such currency to which the Disqualifying Event applies or reborrow the amount of such Loans in the Dollar Amount of Loans in Dollars or another Agreed Currency, subject to the other terms contained in Article II.
 “ Eligible Subsidiary ” means any Wholly-Owned Subsidiary of the Company that is approved from time to time by the Administrative Agent and each of the Lenders.
 “ Environmental Laws ” means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to (i) the protection of human health and the environment, (ii) personal injury or property damage relating to the release or discharge of Hazardous Materials, (iii) emissions, discharges or releases of pollutants, contaminants, hazardous substances or wastes into surface water, ground water or land, or (iv) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or the clean-up or other remediation thereof.
 “ Equivalent Amount ” means, with respect to any Foreign Currency, the equivalent of the amount thereof in Dollars determined by using the rate of exchange for the purchase of Dollars with such Foreign Currency last provided (either by publication or otherwise provided to the Administrative Agent) by, as applicable, Thomson Reuters Corp., Refinitiv, or any successor thereto (“ Reuters ”) on the Business Day (New York City time) immediately preceding the date of determination or if such service ceases to be available or ceases to provide a rate of exchange for the purchase of Dollars with such Foreign Currency, as provided by such other publicly available information service which provides that rate of exchange at such time in place of Reuters chosen by the Administrative Agent in its reasonable good faith discretion (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars as reasonably determined in good faith by the Administrative Agent, in consultation with the Company, using any reasonable method of determination it reasonably deems appropriate).
 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder.
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 “ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with the Company, is treated as a single employer under Section 4001 of ERISA or Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA or Section 412 of the Code, is treated as a single employer under Section 414 of the Code.
 “ ERISA Event ” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived pursuant to such regulations); (b) the failure with respect to any Plan to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Company or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal of the Company or any of its ERISA Affiliates from any Plan or Multiemployer Plan; or (g) the receipt by the Company or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Company or any ERISA Affiliate of any notice, concerning the imposition upon the Company or any of its ERISA Affiliates of withdrawal liability under Section 4201 of ERISA or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA.
 “ EU ” means the European Union.
 “ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.
 “ EURIBOR Rate ” means, with respect to any Term Benchmark Advance denominated in Euros and for any Interest Period, the EURIBOR Screen Rate two (2) TARGET Days prior to the commencement of such Interest Period.
 “ EURIBOR Screen Rate ” means the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters on the applicable date of determination. If such page or service ceases to be available, the Administrative Agent may specify another commercially recognized page or service displaying the relevant rate after consultation with the Company.
 “ euro ” and/or “ Euro ” means the single currency of the participating member states of the EU.
 “ Event of Default ” is defined in Article VII.
 “ Excluded Subsidiary ” means any (i) not-for-profit Subsidiary, (ii) special-purpose entity created solely to engage in Qualified Receivables Transactions permitted hereunder, (iii) captive insurance subsidiary, (iv) Subsidiary for which becoming a Guarantor is legally prohibited or requires governmental consent, approval, license or authorization that has not been obtained or (v) Subsidiary for which becoming a Guarantor is prohibited by contractual obligations existing on the Effective Date (or, in the case of any Person becoming a Subsidiary after the Effective Date, in existence at the time such Person
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 becomes a Subsidiary but not entered into concurrently therewith or in contemplation thereof) for which third-party consent has not been obtained. Notwithstanding the foregoing, no Subsidiary shall constitute an Excluded Subsidiary at any time that such Subsidiary is guaranteeing, or is jointly and severally liable for, any Material Indebtedness of the Company or any Domestic Subsidiary (other than any other Excluded Subsidiary).
 “ Excluded Swap Obligation ” means, with respect to any Loan Party, any Swap Obligation if, and only to the extent that, all or a portion of the guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof), including by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Loan Party or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.
 “ Excluded Taxes ” means, in the case of each Lender or applicable Lending Installation, each LC Issuer, and the Administrative Agent, (i) Taxes imposed on its overall net income, franchise Taxes, and branch profits Taxes imposed on it, by the respective jurisdiction under the laws of which such Lender, such LC Issuer or the Administrative Agent is incorporated or is organized or in which its principal executive office is located or, in the case of a Lender, in which such Lender’s applicable Lending Installation is located, (ii) in the case of a Non-U.S. Lender, any U.S. federal withholding Tax that is imposed on amounts payable to such Non-U.S. Lender pursuant to the laws in effect at the time such Non-U.S. Lender becomes a party to this Agreement or designates a new Lending Installation, except in each case to the extent that, pursuant to Section 3.4(a), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Installation, or is attributable to the Non-U.S. Lender’s failure to comply with Section 3.4(f), and (iii) any U.S. federal withholding Taxes imposed by FATCA.
 “ Exhibit ” refers to an exhibit to this Agreement, unless another document is specifically referenced.
 “ Existing Credit Agreement ” has the meaning assigned to it in the preamble to this Agreement.
 “ Export Controls ” means the Arms Export Control Act and the International Traffic in Arms Regulations administered by the Directorate of Defense Trade Controls of the U.S. Department of State, the Export Control Reform Act of 2018 and Export Administration Regulations administered by the Bureau of Industry and Security of the U.S. Department of Commerce, and any other U.S. or non-U.S. laws and regulations related to export controls and applicable to the Borrowers.
 “ Extended Termination Date ” is defined in Section 2.25(a).
 “ Extension ” is defined in Section 2.25(a).
 “ Extension Amendments ” is defined in Section 2.25(e).
 “ Extension Offer ” is defined in Section 2.25(a).
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 “ Facility LC ” is defined in Section 2.19(a).
 “ Facility LC Application ” is defined in Section 2.19(c).
 “ Facility LC Collateral Account ” is defined in Section 2.19(k).
 “ Facility Termination Date ” means (a) June 5, 2031, or any later date as may be specified as the Facility Termination Date in accordance with Section 2.25, provided that, in each case, if such date is not a Business Day, the Facility Termination Date shall be the immediately preceding Business Day, or (b) any earlier date on which the Aggregate Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof.
 “ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, and any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.
 “ Federal Funds Effective Rate ” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on the Federal Reserve Bank of New York’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate, provided that, if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
 “ Federal Reserve Bank of New York’s Website ” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.
 “ Federal Reserve Board ” means the Board of Governors of the Federal Reserve System of the United States of America.
 “ Fee Letter ” is defined in Section 10.13.
 “ Floor ” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate, each Adjusted Daily Simple RFR or the Central Bank Rate, as applicable. For the avoidance of doubt, the initial Floor for each of the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate, each Adjusted Daily Simple RFR and the Central Bank Rate shall be 0.00%.
 “ Foreign Pension Plan ” means any pension plan, pension undertaking, supplemental pension, retirement savings or other retirement income plan, obligation or arrangement or any kind that is not subject to U.S. law and that is established, maintained or contributed to by the Company or any of its Subsidiaries or Affiliates in respect of which the Company or any of its Subsidiaries or Affiliates has any liability, obligation or contingent liability.
 “ Foreign Currency ” means any currency other than Dollars.
 “ Foreign Subsidiary ” means any Subsidiary that is not a Domestic Subsidiary.
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 “ Fronting Exposure ” means, at any time there is a Defaulting Lender, (a) with respect to each LC Issuer, such Defaulting Lender’s ratable share of the LC Obligations with respect to Facility LCs issued by such LC Issuer other than LC Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s ratable share of outstanding Swing Line Loans made by the Swing Line Lender other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.
 “ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.
 “ Funds Transfer and Deposit Account Liability ” means any banking services that are provided to the Company or any Subsidiary by the Administrative Agent, any LC Issuer or any other Lender or any of their respective Affiliates, including without limitation: (a) credit cards, (b) credit card and merchant processing services, (c) debit cards, (d) purchase cards, (e) stored value cards, (f) automated clearing house or wire transfer services, or (g) treasury management, including without limitation, controlled disbursement, consolidated account, lockbox, overdraft, return items, sweep and interstate depository network services.
 “ GAAP ” means generally accepted accounting principles as in effect from time to time in the United States, subject at all times to Section 9.8.
 “ Governmental Authority ” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including, without limitation, any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervisory Practices or any successor or similar authority to any of the foregoing).
 “ Guarantor ” means each Material Domestic Subsidiary (other than any Excluded Subsidiary) that is a party to the Guaranty, either on the date hereof or pursuant to the terms of Section 6.19, and their respective successors and assigns.
 “ Guaranty ” means that certain Amended and Restated Guaranty dated as of the Effective Date executed by each of the Guarantors in favor of the Administrative Agent, for the ratable benefit of the Lenders, as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time subject to the terms hereof and thereof.
 “ Hazardous Material ” means any explosive or radioactive substances or wastes, any hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and any other substances or wastes of any nature regulated or which can give rise to liability under any Environmental Law.
 “ Hedging Liability ” of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all
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 renewals, extensions and modifications thereof and substitutions therefor), under (i) any and all Hedging Transactions, and (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Hedging Transactions.
 “ Hedging Transaction ” means any transaction (including an agreement with respect thereto) now existing or hereafter entered by the Company or any Subsidiary which is a rate swap, 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, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures; provided , that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Company or the Subsidiaries shall be a Hedging Agreement.
 “ Highest Lawful Rate ” means, on any day, the maximum non-usurious rate of interest permitted for that day by applicable law stated as a rate per annum.
 “ Increase ” has the meaning assigned to such term in Section 2.26 .
 “ Increasing Lender ” has the meaning assigned to such term in Section 2.26 .
 “ Incremental Term Loan ” has the meaning assigned to such term in Section 2.26 .
 “ Incremental Term Loan Amendment ” has the meaning assigned to such term in Section 2.26 .
 “ Indebtedness ” of a Person means, without duplication, such Person’s (i) obligations for borrowed money (including the Obligations hereunder), (ii) obligations representing the deferred purchase price of Property or services (other than (x) accounts payable and accrued expenses arising in the ordinary course of such Person’s business and (y) employee compensation and benefit obligations), (iii) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from Property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or other similar instruments, (v) obligations of such Person to purchase securities or other Property arising out of or in connection with the sale of the same or substantially similar securities or Property, (vi) Capitalized Lease Obligations, (vii) non-contingent obligations of such Person as an account party with respect to standby and commercial letters of credit, (viii) Contingent Obligations of such Person in respect of Indebtedness of another Person, (ix) Net Mark-to-Market Exposure under Hedging Transactions, and (x) Receivables Transaction Attributed Indebtedness; provided , that Receivables Transaction Attributed Indebtedness associated with a Permitted Factoring Transaction shall only be required to be included in this definition of “Indebtedness” to the extent such Permitted Factoring Transaction is recharacterized as indebtedness rather than a purchase. Notwithstanding the foregoing, Indebtedness shall exclude (a) any customary purchase price adjustments, earnouts, holdbacks and deferred payments of a similar nature in connection with a Permitted Acquisition (including deferred compensation representing consideration or other contingent obligations incurred in connection with a Permitted Acquisition, but excluding seller notes), (b) any obligations in respect of customer advances in the ordinary course of business consistent with past practices, (c) defeased, discharged and/or redeemed indebtedness so long as such defeasance, discharge and/or redemption is permitted by the terms of such indebtedness and funds in an amount equal to all such indebtedness (including interest and any other amounts required to be paid to the holders thereof in order to give effect to such defeasance, discharge
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 and/or redemption) have been irrevocably deposited with a trustee or similar party for the benefit of the relevant holders of such indebtedness in accordance with the terms of such indebtedness and (d) interest, fees, make-whole amounts, premiums, charges or expenses, if any, relating to the principal amount of Indebtedness. In the event any of the foregoing Indebtedness is limited to recourse against a particular asset or assets of such Person, the amount of the corresponding Indebtedness shall be equal to the lesser of the amount of such Indebtedness and the fair market value of such asset or assets, as determined by the Company in good faith, at the date for determination of the amount of such Indebtedness. For the avoidance of doubt, the amount of Indebtedness of any Person at any date will be calculated without duplication of any guarantee in respect thereof.
 “ indemnified person ” has the meaning assigned to it in Section 9.6(b).
 “ Indemnified Taxes ” means Taxes imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document, other than Excluded Taxes and Other Taxes.
 “ Ineligible Institution ” means (a) a natural person, (b) a Defaulting Lender or its direct or indirect parent company, (c) a company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof, (d) the Company, any of its Subsidiaries or any of its Affiliates or (e) a Disqualified Institution; provided that, with respect to clause (c), such company, investment vehicle or trust shall not constitute an Ineligible Institution if it (x) has not been established for the primary purpose of acquiring any Loans or Commitments, (y) is managed by a professional advisor, who is not such natural person or a relative thereof, having significant experience in the business of making or purchasing commercial loans, and (z) has assets greater than $25,000,000 and a significant part of its activities consists of making or purchasing commercial loans and similar extensions of credit in the ordinary course of its business.
 “ Interest Payment Date ” means (a) with respect to any Base Rate Loan (other than a Swing Line Loan), the last day of each March, June, September and December and the Facility Termination Date, (b) with respect to any Term Benchmark Loan, the last day of each Interest Period applicable to the Advance of which such Loan is a part and, in the case of a Term Benchmark Advance with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, and the Facility Termination Date, (c) with respect to any RFR Loan, (1) each date that is on the numerically corresponding day in each calendar month after the borrowing of such Loan (or, if there is no such numerically corresponding day in such month, then the last day of such month) and (2) the Facility Termination Date, and (d) with respect to any Swing Line Loan, the day that such Loan is required to be repaid and the Facility Termination Date.
 “ Interest Period ” means, with respect to any Term Benchmark Advance, the period commencing on the date of such Advance and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability for the Benchmark applicable to the relevant Loan or Commitment for any Agreed Currency), as the applicable Borrower may elect; provided , that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such
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 Interest Period and (iii) no tenor that has been removed from this definition pursuant to Section 2.14(e) (and not reinstated pursuant to Section 2.14(e)) shall be available for specification in such Borrowing Notice or Conversion/Continuation Notice. For purposes hereof, the date of an Advance initially shall be the date on which such Advance is made and, in the case of a Term Benchmark Advance, thereafter shall be the effective date of the most recent conversion or continuation of such Advance.
 “ Investment ” of a Person means any loan, advance (other than commission, travel and similar advances to officers and employees of the Company and its Subsidiaries made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade) or contribution of capital by such Person; stocks, bonds, mutual funds, partnership interests, notes, debentures or other securities (including warrants or options to purchase securities) owned by such Person; any deposit accounts and certificate of deposit owned by such Person; and structured notes, derivative financial instruments and other similar instruments or contracts owned by such Person.
 “ JPMorgan ” means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and its successors.
 “ LC Commitment ” means, with respect to each LC Issuer, the commitment of such LC Issuer to issue Facility LCs hereunder. The initial amount of each LC Issuer’s LC Commitment is set forth on Schedule 2, or if an LC Issuer has entered into an Assignment and Assumption (or in such other form reasonably acceptable to the Administrative Agent as may be agreed to by the parties thereto) or has otherwise assumed an LC Commitment after the Effective Date, the amount set forth for such LC Issuer as its LC Commitment in the Register maintained by the Administrative Agent. The LC Commitment of an LC Issuer may be modified from time to time by agreement between such LC Issuer and the Company, and notified to the Administrative Agent.
 “ LC Fee ” is defined in Section 2.19(d).
 “ LC Issuer ” means each of JPMorgan (or any Lending Installation thereof), PNC (or any Lending Installation thereof) and U.S. Bank (or any Lending Installation thereof), in their respective capacities as issuers of Facility LCs hereunder.
 “ LC Obligations ” means, at any time, the sum, without duplication, of (i) the aggregate undrawn stated amount under all Facility LCs outstanding at such time plus (ii) the aggregate unpaid amount at such time of all Reimbursement Obligations. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Article 29(a) of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time) or Rule 3.13 or Rule 3.14 of the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time) or similar terms in the governing rules or laws or of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the obligations of the Borrower and each Lender shall remain in full force and effect until the LC Issuer and the Lenders shall have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit.
 “ LC Payment Date ” is defined in Section 2.19(e).
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 “ Lenders ” means the lending institutions listed on Schedule 1 to this Agreement and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption (or in such other form reasonably acceptable to the Administrative Agent as may be agreed to by the parties thereto) or otherwise, and their respective successors and assigns, other than any such Person that ceases to be a party hereto pursuant to an assignment or otherwise. Unless otherwise specified, the term “Lenders” includes the Swing Line Lender and each LC Issuer. For the avoidance of doubt, the term “Lenders” shall not include any Departing Lender.
 “ Lender Parent ” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.
 “ Lender-Related Person ” has the meaning assigned to it in Section 9.6(c).
 “ Lending Installation ” means, with respect to a Lender, an LC Issuer or the Administrative Agent, the office, branch, subsidiary or affiliate of such Lender, such LC Issuer or the Administrative Agent on its Administrative Questionnaire (in the case of a Lender or LC Issuer) or otherwise selected by such Lender, such LC Issuer or the Administrative Agent pursuant to Section 2.17.
 “ Leverage Ratio ” means, as of any date of determination, the ratio of (i)(x) Consolidated Total Indebtedness outstanding on such date minus (y) the aggregate amount of unrestricted and unencumbered cash and Cash Equivalent Investments of the Company and its Subsidiaries that is not subject to any Lien other than Liens permitted under Section 6.15(a) or Section 6.15(e); provided that the aggregate amount of such cash and Cash Equivalent Investments subtracted does not exceed $150,000,000, to (ii) Consolidated EBITDA for the Company’s then most-recently ended four (4) fiscal quarters; provided , however , that (a) at any time after the definitive agreement for any Material Acquisition shall have been executed (or, in the case of a Material Acquisition in the form of a tender offer or similar transaction, after the offer shall have been launched) and prior to the consummation of such Material Acquisition (or termination of the definitive documentation in respect thereof (or such later date as such indebtedness ceases to constitute Acquisition Debt as set forth in the definition of “Acquisition Debt”)), any Acquisition Debt (and the proceeds of such Indebtedness) shall be excluded from the determination of the Leverage Ratio, and (b) at any time that the Most Favored Leverage Ratio is applicable in accordance with Section 6.18(b), for all purposes of the Loan Documents other than the Pricing Schedule, “Leverage Ratio” means the Most Favored Leverage Ratio.
 “ Liabilities ” means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.
 “ Lien ” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment for security purposes, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, in each case, in the nature of a security interest (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement and excluding any operating lease).
 “ Limited Conditionality Acquisition ” has the meaning assigned to such term in Section 2.26.
 “ Limited Conditionality Acquisition Agreement ” has the meaning assigned to such term in Section 2.26.
 “ Loan ” means the loans made by the Lenders to the Borrowers pursuant to this Agreement (including a Swing Line Loan unless otherwise provided).
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 “ Loan Documents ” means this Agreement, the Facility LC Applications and any agreements evidencing Reimbursement Obligations owing to an LC Issuer, the Guaranty, the Fee Letter, any Note or Notes executed by the Company or any other Borrower in connection with this Agreement and payable to a Lender, and any other document or agreement, now or in the future, executed by the Company for the benefit of the Administrative Agent or any Lender in connection with this Agreement.
 “ Loan Party ” or “ Loan Parties ” means, individually or collectively, the Borrowers and the Guarantors.
 “ Local Time ” means (i) Milwaukee, Wisconsin time in the case of a Loan, Advance or Reimbursement Obligation denominated in Dollars and (ii) local time in the case of a Loan, Advance or Reimbursement Obligation denominated in an Agreed Currency other than Dollars (it being understood that such local time shall mean London, England time unless otherwise notified by the Administrative Agent).
 “ Margin Stock ” means margin stock within the meaning of Regulations T, U and X, as applicable.
 “ Material Acquisition ” means any Permitted Acquisition that involves the payment of consideration by the Company and its Subsidiaries in excess of $25,000,000.
 “ Material Adverse Effect ” means a material adverse effect on (i) the business, Property, liabilities, operations or financial condition or results of operations of the Company and its Subsidiaries taken as a whole, (ii) the ability of the Company or any Guarantor to perform, on a consolidated basis, their respective obligations under the Loan Documents to which they are party, or (iii) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Administrative Agent, the LC Issuers or the Lenders against the Loan Parties under the Loan Documents; provided , however , specific events, circumstances, changes, effects or conditions (and not general economic or industry conditions) specifically applicable to the Company and its Subsidiaries disclosed in the Company’s Specified Public Filings shall not constitute a “Material Adverse Effect”.
 “ Material Disposition ” means any sale, transfer or disposition of Property or series of related sales, transfers, or dispositions of Property (other than in the ordinary course of business) that yields gross proceeds to the Company or any of its Subsidiaries in excess of $25,000,000.
 “ Material Domestic Subsidiary ” means each Domestic Subsidiary (other than any Excluded Subsidiary) (i) which, as of the most recent fiscal quarter of the Company, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.1(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1(a) or (b), the most recent financial statements referred to in Section 5.4), had revenues after elimination of intercompany items in excess of an amount equal to five percent (5.0%) of the consolidated revenues of the Company for such period or (ii) had total assets after elimination of intercompany items in excess of an amount equal to five percent (5.0%) of Consolidated Total Assets as of such date; provided that, if at any time the aggregate amount of revenues or total assets, in each case after elimination of intercompany items, attributable to all Domestic Subsidiaries (other than Excluded Subsidiaries) that are not Material Domestic Subsidiaries exceeds an amount equal to ten percent (10.0%) of consolidated revenues of the Company for any such period or ten percent (10.0%) of Consolidated Total Assets as of the end of any such fiscal quarter, the Company (or, in the event the Company has failed to do so within ten (10) days, the Administrative Agent) shall designate sufficient Domestic
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 Subsidiaries (other than any Excluded Subsidiary) as “Material Domestic Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Domestic Subsidiaries for so long as necessary to eliminate such excess (as determined as of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 6.1(a) or (b)).
 “ Material Subsidiary ” means (a) each Borrower (other than the Company), (b) each Material Domestic Subsidiary and (c) each other Subsidiary of the Company that at the time of determination constitutes a “significant subsidiary” (as such term is defined in Regulation S-X of the Securities and Exchange Commission).
 “ Material Indebtedness ” means Indebtedness of the Company or any Subsidiary in an outstanding principal amount of $50,000,000 or more in the aggregate (or the Equivalent Amount thereof in any currency other than Dollars), excluding any Indebtedness owed to the Company or any Wholly-Owned Subsidiary.
 “ Material Indebtedness Agreement ” means any agreement, document or instrument under which any Material Indebtedness was created or is governed or which provides for the incurrence of Indebtedness in an amount which would constitute Material Indebtedness (whether or not an amount of Indebtedness constituting Material Indebtedness is outstanding thereunder).
 “ Maximum Foreign Currency Amount ” means $100,000,000.
 “ Minimum Collateral Amount ” means, with respect to a Defaulting Lender, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 103% of the Fronting Exposure of each LC Issuer with respect to such Defaulting Lender for all Facility LCs issued and outstanding by such LC Issuer at such time and (ii) otherwise, an amount determined by the Administrative Agent and the LC Issuers in their sole discretion.
 “ Minimum Extension Condition ” is defined in Section 2.25(d).
 “ Modify ” and “ Modification ” are defined in Section 2.19(a).
 “ Moody’s ” means Moody’s Investors Service, Inc.
 “ Most Favored Interest Coverage Ratio ” has the meaning assigned to it in Section 6.18(a).
 “ Most Favored Leverage Ratio ” has the meaning assigned to it in Section 6.18(b).
 “ Multiemployer Plan ” means a Plan that is a “multiemployer plan” within the meaning of Section 3(37) of ERISA.
 “ Net Mark-to-Market Exposure ” of a Person means, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from Hedging Transactions. As used herein, “ unrealized losses ” means the fair market value of the cost to such Person of replacing such Hedging Transaction as of the date of determination (assuming the Hedging Transaction were to be terminated as of that date), and “ unrealized profits ” means the fair market value of the gain to such Person of replacing such Hedging Transaction as of the date of determination (assuming such Hedging Transaction were to be terminated as of that date).
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 “ Non-Defaulting Lender ” means, at any time, each Lender that is not a Defaulting Lender at such time.
 “ Non-U.S. Lender ” means a Lender that is not a United States person as defined in Section 7701(a)(30) of the Code.
 “ Note ” is defined in Section 2.13.
 “ Note Purchase Agreement ” means that certain Note Purchase Agreement, dated as of June 15, 2018, by and among the Company and the purchasers from time to time party thereto, together with the agreements, documents and instruments delivered together therewith, in each case as amended, modified, extended, renewed, replaced or refinanced from time to time.
 “ NYFRB ” means the Federal Reserve Bank of New York.
 “ NYFRB Rate ” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “ NYFRB Rate ” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided , further , that if any of the aforesaid rates as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
 “ Obligations ” means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Obligations, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations (whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) of the Company and its Subsidiaries to the Lenders or to any Lender, the Administrative Agent, any LC Issuer or any indemnified party arising under the Loan Documents, or to the Lenders or any of their Affiliates with respect to any Funds Transfer and Deposit Account Liability or any Hedging Liability; provided, that “Obligations” shall exclude all Excluded Swap Obligations of any Loan Party for purposes of determining any obligations of such Loan Party.
 “ OECD ” means the Organisation for Economic Co-operation and Development.
 “ OFAC ” means the U.S. Department of the Treasury’s Office of Foreign Assets Control, and any successor thereto.
 “ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.
 “ Outbound Investment Rules ” means the regulations administered and enforced, together with any related public guidance issued, by the United States Treasury Department under U.S. Executive Order 14105 of August 9, 2023, or any similar law or regulation; as of the date of this Agreement, and as codified at 31 C.F.R. § 850.101 et seq.
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 “ Overnight Bank Funding Rate ” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars by U.S.–managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the Federal Reserve Bank of New York’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.
 “ Overnight Rate ” means, for any day, (a) with respect to any amount denominated in Dollars, the NYFRB Rate and (b) with respect to any amount denominated in a Foreign Currency, an overnight rate determined by the Administrative Agent or an LC Issuer, as the case may be, in accordance with banking industry rules on interbank compensation.
 “ Participant ” is defined in Section 12.2(a).
 “ Participant Register ” is defined in Section 12.2(c).
 “ Participating Member State ” means any member state of the European Union that has euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.
 “ PATRIOT Act ” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended from time to time, and any successor statute.
 “ Payment ” has the meaning assigned to it in Section 10.19(a).
 “ Payment Date ” means the last Business Day of each March, June, September and December.
 “ Payment Notice ” has the meaning assigned to it in Section 10.19(b).
 “ PBGC ” means the Pension Benefit Guaranty Corporation, or any successor thereto.
 “ Permitted Acquisition ” means any Acquisition made by the Company or any of its Subsidiaries, provided that, (a) as of the date of the consummation of such Acquisition, no Default or Event of Default shall have occurred and be continuing or would result from such Acquisition, and both immediately before and upon giving effect to such Acquisition, Margin Stock shall constitute less than 25% of the value of those assets of the Company and its Subsidiaries which are subject to any limitation on sale, pledge, or other restriction hereunder, (b) such Acquisition is consummated on a non-hostile basis pursuant to a negotiated acquisition agreement that has been (if required by the governing documents of the seller or entity to be acquired) approved by the board of directors or other applicable governing body of the seller or entity to be acquired, and no material challenge to such Acquisition (excluding the exercise of appraisal rights) shall be pending or threatened by any shareholder or director of the seller or entity to be acquired, (c) the business to be acquired in such Acquisition is in the same line of business as the Company’s or any Subsidiary’s or any business that is reasonably similar, ancillary, incidental, complementary or related thereto or a reasonable extension, development or expansion thereof, (d) as of the date of the consummation of such Acquisition, all material approvals required in connection therewith shall have been obtained, and (e) solely in the case of a Material Acquisition, the Company shall have furnished to the Administrative Agent a certificate demonstrating in reasonable detail pro forma compliance with the financial covenants contained in Section 6.18 for the four (4) fiscal quarter period most recently ended prior to the date of such Acquisition, in each case, calculated as if such Acquisition, including the consideration therefor, had been consummated on the first day of such period ( provided , in the case of a Limited Conditionality Acquisition, the Company shall demonstrate such compliance for the
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 four (4) fiscal quarter period most recently ended prior to the date of execution of the applicable Limited Conditionality Acquisition Agreement by the parties thereto, so long as such Acquisition occurs within one hundred and twenty (120) days, which shall automatically be extended by up to an additional sixty (60) days to the extent such extension is necessary solely for the purpose of receiving any regulatory approvals required by the terms of the applicable purchase agreement) following the signing of such Limited Conditionality Acquisition Agreement).
 “ Permitted Factoring Transaction ” means a receivables sale transaction in which the Company or any Subsidiary agrees to sell certain receivables, together with any assets (including financial assets) and rights related thereto, of the Company or such Subsidiary to a counterparty pursuant to an accelerated payment program established by a customer of the Company or such Subsidiary in order to secure early payment and to improve working capital; provided , that (i) the counterparty to which the receivables are sold is vetted through the Company’s internal process validating the creditworthiness of such counterparty and all of the terms and conditions of such transaction and any amendments, modifications, supplements, refinancing or replacements thereof at any time, including without limitation the amount and type of any recourse to the Company or any Subsidiary with respect to the assets transferred, is approved by the chief financial officer of the Company, (ii) any discount provided on any such receivables sale transactions is consistent with prevailing market practices and (iii) a true sale opinion has been obtained (if required by applicable accounting rules or by the Company) and the Company or its Subsidiary is accounting for such as a true sale.
 “ Person ” means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any Governmental Authority or any subdivision, agency, department or instrumentality thereof.
 “ Plan ” means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code or Section 302 of ERISA as to which the Company or any ERISA Affiliate may have any liability.
 “ Plan Asset Regulations ” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA.
 “ PNC ” means PNC Bank, National Association, a national banking association, in its individual capacity, and its successors.
 “ Pounds Sterling ” means the lawful currency of the United Kingdom.
 “ Pricing Schedule ” means the Schedule attached hereto identified as such.
 “ Prime Rate ” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Board of Governors of the Federal Reserve System in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “ba…