KENNAMETAL INC

EX-10.1 · d136977dex101.htm

EX-10.1
 2
 d136977dex101.htm
 EX-10.1

 Exhibit 10.1

 FIRST AMENDMENT TO SEVENTH
AMENDED AND RESTATED CREDIT AGREEMENT AND
 COMMITMENT INCREASE AMENDMENT

 dated as of May 28, 2026

 among
 KENNAMETAL INC.

 and
 KENNAMETAL EUROPE GmbH,

 as Borrowers,
 THE INCREASE
LENDERS PARTY HERETO,
 THE OTHER LENDERS AND THE ISSUING LENDERS PARTY HERETO,

 BANK OF AMERICA, N.A., LONDON BRANCH,

 as Euro Swingline Lender,
 and

 BANK OF AMERICA, N.A.,
 as
the Administrative Agent
 PNC BANK, NATIONAL ASSOCIATION,

 BNP PARIBAS and
 U.S. BANK NATIONAL
ASSOCIATION,
 as the Co-Syndication Agents,

 CITIZENS BANK, N.A.,
 as the
Documentation Agent

 BOFA SECURITIES, INC.,
 PNC
CAPITAL MARKETS LLC,
 BNP PARIBAS and

 U.S. BANK NATIONAL ASSOCIATION,
 as
Joint Book Runners and as Joint Lead Arrangers

 FIRST AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT AND COMMITMENT INCREASE
AMENDMENT
 THIS FIRST AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT AND COMMITMENT INCREASE AMENDMENT (this
“ Agreement ”), dated as of May 28, 2026 (the “ First Amendment Effective Date ”), is entered into among KENNAMETAL INC., a Pennsylvania corporation (the “ Company ”), KENNAMETAL EUROPE GmbH, a
limited liability company organized under the laws of Switzerland and a wholly-owned Foreign Subsidiary of the Company (a “ Foreign Borrower ” and, together with any other wholly-owned Foreign Subsidiary of the Company which becomes
a Foreign Borrower pursuant to the terms of Amended Credit Agreement (as defined below), collectively, the “ Foreign Borrowers ”; and the Foreign Borrowers, together with the Company, the “ Borrowers ”), the
Subsidiary Guarantors party hereto, the Increase Lenders (as defined below) party hereto, the other Lenders and the Issuing Lenders party hereto, BANK OF AMERICA, N.A., LONDON BRANCH, as Euro Swingline Lender, and BANK OF AMERICA, N.A., as the
Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Existing Credit Agreement (as defined below) or the Amended Credit Agreement (as defined below), as
applicable.
 RECITALS

 WHEREAS, the Borrowers, the Lenders and Issuing Lenders from time to time party thereto, Bank of America, N.A., London Branch, as Euro
Swingline Lender, and Bank of America, N.A., as the Administrative Agent, have entered into that certain Seventh Amended and Restated Credit Agreement, dated as of November 17, 2025 (as amended, restated, amended and restated, extended,
replaced, supplemented or otherwise modified from time to time prior to the First Amendment Effective Date, the “ Existing Credit Agreement ”; the Existing Credit Agreement, as amended by this Agreement, the “ Amended Credit
Agreement ”);
 WHEREAS, pursuant to Section 2.15(b) of the Existing Credit Agreement, the Borrowers have requested an
increase in the Total Commitments in an aggregate amount equal to $200,000,000 (such increase in the Total Commitments, the “ Commitment Increase ”), subject to the terms and conditions specified in this Agreement;

 WHEREAS, each Person identified in the table set forth in Section 1(a) (each such Person, an “ Increase
Lender ” and collectively, the “ Increase Lenders ”) has agreed to participate in the Commitment Increase and to the extent such Increase Lender is a New Lender (as defined below), to become a “Lender” under the
Amended Credit Agreement in connection therewith, in each case, subject to the terms and conditions specified in this Agreement; and

 WHEREAS, in connection with the Commitment Increase, the parties hereto have agreed to amend the Existing Credit Agreement as set forth below
(including amendments made in reliance on clause (d) set forth in the last paragraph of Section 9.1 of the Existing Credit Agreement), subject to the terms and conditions specified in this Agreement.

 NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 1. Commitment Increase .

 (a) Effective as of the First Amendment Effective Date, each Increase Lender agrees to increase its existing Commitment in
connection with the Commitment Increase in the amount set forth opposite its name in the table below (such amount, such Increase Lender’s “ Increase Amount ”):

 Increase Lender

 Increase Amount

 Bank of America, N.A.

 $
 27,500,000.00

 PNC Bank, National Association

 $
 27,500,000.00

 BNP Paribas

 $
 27,500,000.00

 U.S. Bank National Association

 $
 27,500,000.00

 Citizens Bank, N.A.

 $
 20,000,000.00

 Commerzbank AG, New York Branch

 $
 10,000,000.00

 HSBC Bank USA, National Association

 $
 10,000,000.00

 Truist Bank

 $
 10,000,000.00

 UniCredit Bank GMBH, New York Branch

 $
 5,000,000.00

 First National Bank of Pennsylvania

 $
 35,000,000.00

 TOTAL:

 $
 200,000,000.00

 (b) On the First Amendment Effective Date, the Commitment (as in effect immediately prior to
the First Amendment Effective Date) of each Lender under the Existing Credit Agreement, and all outstanding Loans held by such Lender under the Existing Credit Agreement immediately prior to the First Amendment Effective Date, in each case, shall be
reallocated and restated such that, after giving effect to such reallocation and restatement and the other transactions contemplated by this Agreement and the Amended Credit Agreement to occur on the First Amendment Effective Date, as of the First
Amendment Effective Date, each Lender shall (i) have a Commitment in the amount set forth opposite such Lender’s name on Schedule 1.1 attached hereto, (ii) have a Multicurrency Subcommitment in the amount set forth opposite
such Lender’s name on Schedule 1.1 attached hereto, (iii) hold the portion of the Loans outstanding under the Amended Credit Agreement on the First Amendment Effective Date corresponding to such Lender’s Revolving Percentage
or Multicurrency Revolving Percentage, as applicable (as in effect under the Amended Credit Agreement on the First Amendment Effective Date in accordance with the Revolving Percentages and the Multicurrency Revolving Percentages reflected on
 Schedule 1.1 attached hereto) and (iv) have participations in respect of Letters of Credit, Swingline Loans and Euro Swingline Loans, in each case, outstanding under the Amended Credit Agreement on the First Amendment Effective Date
corresponding to such Lender’s Revolving Percentage or Multicurrency Revolving Percentage, as applicable (as in effect under the Amended Credit Agreement on the First Amendment Effective Date in accordance with the Revolving Percentages
reflected on Schedule 1.1 attached hereto). The parties hereto agree that the Borrowers and the Administrative Agent shall be permitted to effect such assignments, prepayments, borrowings, reallocations and restatements as are necessary
(including pursuant to a cashless settlement mechanism approved by the Borrowers and the Administrative Agent) to effectuate the reallocation contemplated by this Section 1(b) .

 (c) Each Person that signs this Agreement as an Increase Lender and that was not a Lender party to the Existing Credit
Agreement immediately prior to the effectiveness of this Agreement (each, a “ New Lender ”) (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this
Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Amended

Credit Agreement, (B) it meets all the requirements to be an assignee under Section 9.6 of the Amended Credit Agreement (subject to receipt of such consents as may be required under
Section 9.6 of the Amended Credit Agreement), (C) from and after the First Amendment Effective Date, it shall be bound by the provisions of this Agreement as an Increase Lender and the Amended Credit Agreement as a Lender thereunder and shall
have the obligations of an Increase Lender hereunder and a Lender under the Amended Credit Agreement, (D) it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements delivered pursuant
to Section 5.1 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and become a Lender under the Amended Credit Agreement, on the basis of
which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (E) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to
the terms of the Amended Credit Agreement; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of this Agreement, the Amended Credit
Agreement and the other Loan Documents are required to be performed by it as an Increase Lender and a Lender.
 (d) Each of
the Administrative Agent and each Loan Party agree that, as of the First Amendment Effective Date, each New Lender shall (i) be a party to the Amended Credit Agreement (and, as applicable, the other Loan Documents), (ii) be a
“Lender” for all purposes of the Amended Credit Agreement and the other Loan Documents, and (iii) have the rights and obligations of an Increase Lender under this Agreement and a Lender under the Amended Credit Agreement and the
other Loan Documents.
 (e) The address of each New Lender for purposes of all notices and other communications is as set
forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.
 2. Amendments to Existing Credit
Agreement and the Guarantee . Effective as of the First Amendment Effective Date, the parties hereto agree that:
 (a)
The reference to “$650,000,000” on the cover page of the Existing Credit Agreement is amended to read “$850,000,000”.

 (b) The last sentence of the definition of “Multicurrency Subcommitment” set forth in Section 1.1 of the
Existing Credit Agreement is amended to read as follows:
 The aggregate principal amount of the Multicurrency Subcommitments as in effect
on the First Amendment Effective Date is $300,000,000.
 (c) The reference to “Section 6.2(h)” in the
definition of “Lien” in Section 1.1 of the Existing Credit Agreement is amended to read “Section 6.2(i)”.

 (d) The definition of “Obligations” set forth in Section 1.1 of the Existing Credit Agreement is amended to
read as follows:

 “ Obligations ”: with respect to the Borrowers (or any of
them), the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition under any Debtor Relief Laws, relating to any of the
Borrowers, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, Letters of Credit and all other obligations and liabilities of any of the Borrowers to the Administrative Agent, any Lender (or, in
the case of Specified Hedge Agreements or Specified Cash Management Agreement, all obligations and liabilities of any Borrower and any of their Subsidiaries to any Lender or Lender Affiliate (including any counterparty that is a Lender or Lender
Affiliate at the time at the time the applicable Cash Management Agreement or Hedge Agreement is entered into or the applicable Cash Management Agreement or Hedge Agreement between the applicable Borrower or Subsidiary and any Lender or Lender
Affiliate at the time it (or its Affiliate) becomes a Lender (including on the Closing Date))) or any Issuing Lender, including, without limitation, the Foreign Obligations and the Company Guarantee, in any case whether direct or indirect, absolute
or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Specified Hedge Agreement, any Specified Cash
Management Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all reasonable fees, charges
and disbursements of counsel to the Administrative Agent or to any Lender or Issuing Lender that are required to be paid by the Borrowers (or any of them) pursuant hereto) or otherwise; provided , that , the Obligations shall exclude any
Excluded Swap Obligations.
 (e) The last sentence of the definition of “Total Commitments” set forth in
Section 1.1 of the Existing Credit Agreement is amended to read as follows:
 The aggregate principal amount of the Total Commitments
as in effect on the First Amendment Effective Date is $850,000,000.
 (f) The following new defined terms are added to
Section 1.1 of the Existing Credit Agreement in the appropriate alphabetical order to read as follows:

 “ First Amendment Effective Date ” means May 28, 2026.

 “ Term Loan Credit Agreement ” means that certain Term Loan Credit Agreement, dated as of May 28, 2026,
among the Company, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, as amended, restated, supplemented, refinanced or otherwise modified from time to time.

 (g) Section 2.39 of the Existing Credit Agreement is amended by amending and restating clause (b) thereof to read as set
forth below:
 (b) Notwithstanding the above, if any deduction or withholding is required under the Laws of Switzerland, and
should it be unlawful for a Swiss Borrower to comply with the tax gross-up in Section 2.25 for any reason (where this would otherwise be required by the terms of Section 2.25), then the applicable
interest rate in relation to that interest payment shall be (i) the interest rate as provided for in Sections 2.20 and 2.21 divided by (ii) 1 (one) minus the rate (in percent) at which the relevant deduction or withholding of Swiss Withholding
Tax is required to be made (where the rate at which the relevant deduction or withholding of Swiss Withholding Tax is required to be made is for this purpose, expressed as a fraction of one rather than as a percentage).

 (h) Section 6.2 of the Existing Credit Agreement is amended by
(i) amending and restating clauses (g) and (h) thereof in their respective entireties to read as set forth below and (ii) adding the following clause (i) thereto immediately after clause (h):

 (g) (i) Indebtedness of the Company under the Term Loan Credit Agreement and (ii) Guarantee Equivalents (without
duplication) incurred by any Subsidiary for the obligations of the Company under the Term Loan Credit Agreement, in an aggregate principal amount under this clause (g) (without duplication) not to exceed $600,000,000 at any one time outstanding;

 (h) other unsecured Indebtedness for borrowed money of the Company (and not of any Subsidiary) incurred by the Company
after the Closing Date; and
 (i) additional Indebtedness of the Borrowers or any of their Subsidiaries; provided, that, the
aggregate principal amount (for the Borrowers and all Subsidiaries) of such Indebtedness, together with the aggregate outstanding principal amount of Attributable Debt in respect of Qualified Receivables Transactions, shall not exceed $350,000,000
at any one time outstanding.
 (i) Section 6.3 of the Existing Credit Agreement is amended by (i) amending and
restating clauses (m) and (n) thereof in their respective entireties to read as set forth below and (ii) adding the following clause (o) thereto immediately after clause (n):

 (m) Liens consisting of (x) set-off rights or other similar rights in favor of
banking institutions securing fees due by the Borrowers or their Subsidiaries in the ordinary course in connection with deposit and other bank accounts held at such banking institution, which fees are within the general parameters customary in the
banking industry and (y) any set-off or similar rights granted to any of the Lenders hereunder or pursuant to any of the Loan Documents;

 (n) Liens granted in relation to the provision of Cash Collateral pursuant to this Agreement; and

 (o) Liens not otherwise permitted by this Section 6.3 so long as neither (i) the aggregate outstanding principal
amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds 10% of Consolidated Tangible Assets at any one time.

 (j) The reference to “Section 6.2(h)” in Section 6.7 of the Existing Credit Agreement is amended to read
“Section 6.2(i)”.
 (k) Section 9.1 of the Existing Credit Agreement is amended by amending and restating
clause (ix) of the proviso in the first paragraph thereof to read as set forth below:
 (ix) amend, modify or waive any
provision of Section 2.23 , the second proviso in Section 2.33(a) , the last eight paragraphs of Section 7 or any other provision hereof in a manner that would have the
effect of altering the pro rata payments or the pro rata sharing of payments otherwise required hereunder or, with respect to the last eight paragraphs of Section 7 , the order of application set forth therein, without the
written consent of each Lender

 (l) Section 9.7(a) of the Existing Credit Agreement is hereby amended to
delete the following language: “, at any time after the Loans and other amounts payable hereunder shall immediately become due and payable pursuant to Section 7 ,”.

 (m) Schedule 1.1 to the Existing Credit Agreement is amended and restated in its entirety to read as set forth on Schedule
1.1 attached hereto.
 (n) New Sections 1(d) and 1(e) are hereby added to each of Exhibit F to the Existing Credit
Agreement and the Guarantee to read as follows:
 (d) As used in this Guarantee, “ Qualified ECP
Guarantor ” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to
qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

 (e) As used in this Guarantee, “ Specified Loan Party ” means any Loan Party that is not then an
“eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 22 ).

 (o) A new Section 22 is hereby added to both Exhibit F to the Existing Credit Agreement and the Guarantee to read as
follows:
 22. Keepwell . Each Guarantor that is a Qualified ECP Guarantor at the time this Guarantee by any Specified
Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap
Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be
hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Guarantee voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The
obligations and undertakings of each Qualified ECP Guarantor under this Section 22 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Guarantor intends this
 Section 22 to constitute, and this Section 22 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each
Specified Loan Party for all purposes of the Commodity Exchange Act.
 3. Conditions Precedent . The effectiveness of this Agreement
is subject to satisfaction of the following conditions precedent:
 (a) the Administrative Agent shall have received
counterparts of this Agreement duly executed by (i) a Responsible Officer of each Loan Party, (ii) the Increase Lenders and the Required Lenders, and (iii) the Administrative Agent;

 (b) the Administrative Agent shall have received Notes, dated as of the First Amendment Effective Date, executed by a
Responsible Officer of each Borrower, in favor of each New Lender requesting a Note from the Borrowers;

 (c) no Default or Event of Default shall exist and be continuing as of the
First Amendment Effective Date or would exist immediately after giving effect to the Commitment Increase;
 (d) the
Administrative Agent shall have received a certificate of each Loan Party, dated the First Amendment Effective Date, including and/or attaching (i) resolutions adopted by each Loan Party approving or consenting to the Commitment Increase,
(ii) a long form good standing certificate (or equivalent documentation in any applicable foreign jurisdiction) for each Loan Party from its jurisdiction of organization and (iii) a certification that the condition set forth in
 Section 3(c) is satisfied;
 (e) if applicable, the Borrowers shall prepay any Loans outstanding
on the First Amendment Effective Date (and pay any additional amounts required pursuant to Section 2.26 of the Existing Credit Agreement) to the extent necessary to keep the outstanding Loans ratable with any revised Commitments arising from
any non-ratable increase in the Total Commitments pursuant to the Commitment Increase;

 (f) receipt by BofA Securities of any fees required to be paid by the Borrowers to BofA Securities or the Increase Lenders on
or before the First Amendment Effective Date; and
 (g) (i) the Loan Parties shall have provided to the Administrative Agent
and each Lender (including each Increase Lender) the documentation and other information requested by the Administrative Agent or such Lender in order to comply with applicable law, including the PATRIOT Act; and (ii) if any Borrower qualifies
as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower shall have delivered, to each Lender (including each Increase Lender) that so requests, a Beneficial Ownership Certification in relation to such
Borrower.
 4. Payment of Expenses . The Loan Parties agree to reimburse the Administrative Agent for all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, including the reasonable and
documented fees, charges and disbursements of Moore & Van Allen PLLC, as counsel to the Administrative Agent.
 5.
 Miscellaneous .
 (a) The Loan Documents and the obligations of the Loan Parties thereunder are hereby ratified and
confirmed and shall remain in full force and effect according to their terms. This Agreement shall constitute a Loan Document.

 (b) Each Loan Party (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms
all of its obligations under the Loan Documents, and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Loan Documents.

 (c) Except as expressly set forth herein, this Agreement shall not by implication or otherwise alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances.

 (d) The Loan Documents and any and all other documents heretofore, now or
hereafter executed and delivered pursuant to the terms of the Existing Credit Agreement are hereby amended so that any reference to the Existing Credit Agreement shall mean a reference to the Amended Credit Agreement. The Amended Credit Agreement is
not a novation of the Existing Credit Agreement.
 (e) Each Loan Party represents and warrants that: (i) such Loan
Party has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this Agreement and the Amended Credit Agreement; (ii) the
execution, delivery and performance by such Loan Party of this Agreement and the Amended Credit Agreement has been duly authorized by all necessary organizational action, and does not and will not (A) violate any Requirement of Law or any
Contractual Obligation of any Group Member and (B) will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation;
(iii) no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of
this Agreement or the Amended Credit Agreement, other than authorizations, approvals, actions, notices and filings which have been duly obtained; (iv) this Agreement has been duly executed and delivered by such Loan Party; and (v) each of
this Agreement and the Amended Credit Agreement constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

 (f) Subject to the provisions of Section 9.18 of the Existing Credit Agreement, (i) this Agreement may be in the form
of an Electronic Record and may be executed using Electronic Signatures, and (ii) this Agreement may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are
one and the same Agreement; it being understood and agreed, for the avoidance of doubt, the authorization under this Section 5(f) may include use or acceptance of a manually signed paper Agreement which has been converted
into electronic form (such as scanned into .pdf), or an electronically signed Agreement converted into another format, for transmission, delivery and/or retention.

 (g) If any provision of this Agreement is held to be illegal, invalid or unenforceable, (i) the legality, validity and
enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.
 (h) THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR
TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 (i) The terms of Sections 9.12 and 9.15 of the Existing Credit Agreement
with respect to submission to jurisdiction, waiver of venue and waiver of jury trial are incorporated herein by reference, mutatis mutandis , and the parties hereto agree to such terms.

 6. Keepwell . In connection with the amendments herein to the Guarantee, the Company, together with each Guarantor that is a Qualified
ECP Guarantor (as defined in the Guarantee after giving effect to this Agreement) at the time this Guarantee by any Specified Loan Party (as defined in the Guarantee after giving effect to this Agreement) becomes effective with respect to any Swap
Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party
from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP
Guarantor’s obligations and undertakings under any Loan Document voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP
Guarantor under this Section 6 and Section 22 of the Guarantee shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each of the Company and each Guarantor
intends this Section 6 and Section 22 of the Guarantee to constitute, and this Section 6 and Section 22 of the Guarantee shall be deemed to constitute, a guarantee of the obligations of,
and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

 [remainder of page intentionally left blank]

 Each of the parties hereto has caused a counterpart of this Agreement to be duly executed
and delivered as of the date first above written.

 BORROWERS :

 KENNAMETAL INC.,

 a Pennsylvania corporation

 By:

 /s/ Mark J. Olyarnik

 Name: Mark J. Olyarnik

 Title: Vice President and Treasurer

 KENNAMETAL EUROPE GMBH,
 a limited
liability company organized under the laws of Switzerland

 By:

 /s/ Michael Eiterich-Purnhagen

 Name: Michael Eiterich-Purnhagen

 Title: Managing Director

 By:

 /s/ Matthias Pasler

 Name: Matthias Pasler

 Title: Managing Director

 GUARANTORS :

 KENNAMETAL HOLDINGS EUROPE, INC.,

 a Delaware corporation

 By:

 /s/ Mark J. Olyarnik

 Name: Mark J. Olyarnik

 Title: Treasurer

 KENNAMETAL INC.

 FIRST AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

 AND COMMITMENT INCREASE AMENDMENT

 ADMINISTRATIVE AGENT :

 BANK OF AMERICA, N.A.,

 as the Administrative Agent

 By:

 /s/ Angela Berry

 Name: Angela Berry

 Title: Vice President

 KENNAMETAL INC.

 FIRST AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

 AND COMMITMENT INCREASE AMENDMENT

 LENDERS :

 BANK OF AMERICA, N.A.,

 as an Increase Lender, an Issuing Lender and Swingline Lender

 By:

 /s/ Brandon Bouchard

 Name: Brandon Bouchard

 Title: Senior Vice President

 KENNAMETAL INC.

 FIRST AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

 AND COMMITMENT INCREASE AMENDMENT

 BANK OF AMERICA, N.A., LONDON BRANCH, as Euro Swingline Lender

 By:

 /s/ Fiona Malitsky

 Name: Fiona Malitsky

 Title: Director

 KENNAMETAL INC.

 FIRST AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

 AND COMMITMENT INCREASE AMENDMENT

 PNC BANK, NATIONAL ASSOCIATION,
 as
an Increase Lender

 By:

 /s/ Daniel Scherling

 Name: Daniel Scherling

 Title: Vice President

 KENNAMETAL INC.

 FIRST AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

 AND COMMITMENT INCREASE AMENDMENT

 BNP PARIBAS,
 as an Increase
Lender

 By:

 /s/ Benjamin Binetter

 Name: Benjamin Binetter

 Title: Managing Director

 By:

 /s/ Valentin Detry

 Name: Valentin Detry

 Title: Vice President

 KENNAMETAL INC.

 FIRST AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

 AND COMMITMENT INCREASE AMENDMENT

 U.S. BANK NATIONAL ASSOCIATION,
 as
an Increase Lender

 By:

 /s/ Eric M. Lough

 Name: Eric M. Lough

 Title: Vice President

 KENNAMETAL INC.

 FIRST AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

 AND COMMITMENT INCREASE AMENDMENT

 CITIZENS BANK, N.A.,
 as an Increase
Lender

 By:

 /s/ A. Paul Dawley

 Name: A. Paul Dawley

 Title: Senior Vice President

 KENNAMETAL INC.

 FIRST AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

 AND COMMITMENT INCREASE AMENDMENT

 COMMERZBANK AG, NEW YORK BRANCH,
 as
an Increase Lender

 By:

 /s/ Robert Sullivan

 Name: Robert Sullivan

 Title: Director

 By:

 /s/ Thomas Devitt

 Name: Thomas Devitt

 Title: Director

 KENNAMETAL INC.

 FIRST AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

 AND COMMITMENT INCREASE AMENDMENT

 HSBC BANK USA, NATIONAL ASSOCIATION,

 as an Increase Lender

 By:

 /s/ Joseph W. Burden

 Name: Joseph W. Burden

 Title: Vice President

 KENNAMETAL INC.

 FIRST AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

 AND COMMITMENT INCREASE AMENDMENT

 TRUIST BANK,
 as an Increase
Lender

 By:

 /s/ Vicount P. Cornwall

 Name: Vicount P. Cornwall

 Title: Director

 KENNAMETAL INC.

 FIRST AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

 AND COMMITMENT INCREASE AMENDMENT

 UNICREDIT BANK GMBH NEW YORK BRANCH,

 as an Increase Lender

 By:

 /s/ Michele Cioffi

 Name: Michele Cioffi

 Title: Director

 By:

 /s/ Thomas Petz

 Name: Thomas Petz

 Title: Managing Director

 KENNAMETAL INC.

 FIRST AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

 AND COMMITMENT INCREASE AMENDMENT

 FIRST NATIONAL BANK OF PENNSYLVANIA,

 as an Increase Lender

 By:

 /s/ M. Claire Harshbarger

 Name: M. Claire Harshbarger

 Title: Vice President

 KENNAMETAL INC.

 FIRST AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

 AND COMMITMENT INCREASE AMENDMENT

 SCHEDULE 1.1

 Commitments

 Lender

 Commitment

 Applicable
 Percentage of
 Commitment

 Multicurrency
 Subcommitment

 Applicable Percentage
 of Multicurrency
 Subcommitment

 Swiss Qualifying Bank
 (Yes/No)

 Bank of America, N.A.

 $
 125,500,000.00

 14.764705882
 %

 $
 44,294,117.65

 14.764705882
 %

 Yes

 PNC Bank, National Association

 $
 125,500,000.00

 14.764705882
 %

 $
 44,294,117.65

 14.764705882
 %

 Yes

 BNP Paribas

 $
 125,500,000.00

 14.764705882
 %

 $
 44,294,117.65

 14.764705882
 %

 Yes

 U.S. Bank National Association

 $
 125,500,000.00

 14.764705882
 %

 $
 44,294,117.65

 14.764705882
 %

 Yes

 Citizens Bank, N.A.

 $
 98,000,000.00

 11.529411765
 %

 $
 34,588,235.29

 11.529411765
 %

 Yes

 Commerzbank AG, New York Branch

 $
 60,000,000.00

 7.058823529
 %

 $
 21,176,470.59

 7.058823529
 %

 Yes

 HSBC Bank USA, National Association

 $
 60,000,000.00

 7.058823529
 %

 $
 21,176,470.59

 7.058823529
 %

 Yes

 Truist Bank

 $
 60,000,000.00

 7.058823529
 %

 $
 21,176,470.59

 7.058823529
 %

 Yes

 UniCredit Bank GMBH, New York Branch

 $
 35,000,000.00

 4.117647060
 %

 $
 12,352,941.17

 4.117647060
 %

 Yes

 First National Bank of Pennsylvania

 $
 35,000,000.00

 4.117647060
 %

 $
 12,352,941.17

 4.117647060
 %

 Yes

 TOTAL

 $
 850,000,000.00

 100.000000000
 %

 $
 300,000,000.00

 100.000000000
 %

EX-10.2 · d136977dex102.htm

EX-10.2
 3
 d136977dex102.htm
 EX-10.2

 Exhibit 10.2

 *PUBLISHED CUSIP NUMBERS:

 DEAL: 48917MAL6
 TERM LOAN
FACILITY: 48917MAM4

 $500,000,000

 TERM LOAN CREDIT AGREEMENT
 among

 KENNAMETAL INC.,
 as Borrower

 The Several Lenders From Time To Time Parties Hereto,

 PNC BANK, NATIONAL ASSOCIATION,

 and
 U.S. BANK NATIONAL
ASSOCIATION,
 as the Co-Syndication Agents,

 and
 BANK OF AMERICA, N.A.,

 as the Administrative Agent
 Dated
as of May 28, 2026

 BOFA SECURITIES, INC.,
 PNC
CAPITAL MARKETS LLC,
 and
 U.S.
BANK NATIONAL ASSOCIATION,
 as Joint Book Runners and as Joint Lead Arrangers

 TABLE OF CONTENTS

 Page

 SECTION 1 DEFINITIONS

 1

 1.1.

 Defined Terms

 1

 1.2

 Other Definitional Provisions

 27

 1.3.

 [Reserved]

 28

 1.4.

 [Reserved]

 28

 1.5.

 Interest Rates

 28

 1.6.

 FASB ASC 825; Changes in GAAP; Certain Calculations

 28

 SECTION 2 AMOUNT AND TERMS OF COMMITMENTS

 29

 2.1.

 Commitments and Loans

 29

 2.2.

 Procedure for Borrowings

 30

 2.3.

 Cashless Settlement

 31

 2.4.

 [Reserved]

 31

 2.5.

 [Reserved]

 31

 2.6.

 [Reserved]

 31

 2.7.

 [Reserved]

 31

 2.8.

 [Reserved]

 31

 2.8A.

 [Reserved]

 31

 2.9.

 [Reserved]

 31

 2.10.

 [Reserved]

 31

 2.11.

 [Reserved]

 31

 2.12.

 [Reserved]

 31

 2.13.

 [Reserved]

 31

 2.13A.

 [Reserved]

 31

 2.14.

 Fees and Other Charges, etc.

 31

 2.15

 Optional Termination or Reduction of Commitments; Incremental Term Loans

 32

 2.16

 Optional Prepayments

 33

 2.17

 [Reserved]

 33

 2.18.

 Conversion and Continuation Options

 33

 2.19.

 Limitations on Interest Periods

 34

 2.20.

 Interest Rates and Payment Dates

 34

 2.21

 Computation of Interest and Fees

 35

 2.22

 Illegality; Inability to Determine Interest Rate

 35

 2.23

 Pro Rata Treatment and Payments

 38

 2.24

 Requirements of Law

 40

 2.25

 Taxes

 41

 2.26.

 Indemnity

 46

 2.27.

 Change of Lending Office

 47

 2.28.

 Replacement of Lenders

 47

 2.29.

 Judgment Currency

 48

 2.30.

 [Reserved]

 48

 i

 2.31.

 [Reserved]

 48

 2.32.

 Evidence of Debt

 48

 2.33.

 [Reserved]

 49

 2.34.

 [Reserved]

 49

 2.35.

 [Reserved]

 49

 2.36.

 [Reserved]

 49

 2.37.

 Defaulting Lenders

 49

 2.38.

 Designated Lenders

 50

 SECTION 3 REPRESENTATIONS AND WARRANTIES

 50

 3.1.

 Financial Condition

 50

 3.2.

 No Change

 51

 3.3.

 Existence; Compliance with Law

 51

 3.4.

 Power; Authorization; Enforceable Obligations

 52

 3.5.

 No Legal Bar

 52

 3.6.

 Litigation

 52

 3.7.

 No Default

 52

 3.8.

 Ownership of Property, Liens

 52

 3.9.

 Intellectual Property

 52

 3.10.

 Taxes

 52

 3.11.

 Federal Regulations

 53

 3.12.

 ERISA

 53

 3.13.

 Investment Company Act; Other Regulations

 54

 3.14.

 Use of Proceeds

 54

 3.15.

 Environmental Matters

 54

 3.16.

 Accuracy of Information, etc

 55

 3.17.

 Solvency

 55

 3.18.

 Insurance

 55

 3.19.

 Subsidiaries

 55

 3.20.

 OFAC

 56

 3.21.

 Anti-Corruption Laws

 56

 3.22.

 Affected Financial Institution; Covered Entity

 56

 3.23.

 Beneficial Ownership Certification

 56

 SECTION 4 CONDITIONS PRECEDENT

 56

 4.1.

 Conditions to Initial Borrowing

 56

 4.2.

 Conditions to Each Borrowing

 57

 SECTION 5 AFFIRMATIVE COVENANTS

 58

 5.1.

 Financial Statements

 58

 5.2.

 Certificates; Other Information

 59

 5.3.

 Payment of Obligations

 60

 5.4.

 Maintenance of Existence; Compliance

 60

 5.5.

 Maintenance of Property; Insurance

 60

 5.6.

 Inspection of Property; Books and Records; Discussions

 60

 5.7.

 Notices

 61

 ii

 5.8.

 Use of Proceeds

 61

 5.9.

 Continuation of or Change in Business

 61

 5.10.

 Further Assurances

 61

 5.11.

 Sanctions

 62

 5.12.

 Anti-Corruption Laws

 62

 SECTION 6 NEGATIVE COVENANTS

 62

 6.1.

 Financial Condition Covenant

 62

 6.2.

 Indebtedness

 62

 6.3.

 Liens

 63

 6.4.

 Fundamental Changes

 65

 6.5.

 Transactions with Affiliates

 65

 6.6.

 Use of Proceeds

 65

 6.7.

 Clauses Restricting Subsidiary Distributions

 65

 6.8.

 Amendment of Credit Documentation

 66

 6.9.

 Off-Balance Sheet Financings

 66

 6.10.

 Disposition of Property

 66

 6.11.

 Investments

 67

 6.12.

 Sanctions

 68

 6.13.

 Anti-Corruption Laws

 68

 SECTION 7 EVENTS OF DEFAULT

 68

 SECTION 8 ADMINISTRATIVE AGENT

 71

 8.1.

 Appointment and Authority

 71

 8.2.

 Delegation of Duties

 72

 8.3.

 Exculpatory Provisions

 72

 8.4.

 Reliance by Administrative Agent

 73

 8.5.

 Notice of Default

 73

 8.6.

 Non-Reliance on Administrative Agent, Joint Lead Arrangers, Joint Book Runners and Other Lenders

 74

 8.7.

 Indemnification

 74

 8.8.

 Rights as a Lender

 75

 8.9.

 Resignation of Administrative Agent

 75

 8.10.

 No Other Duties

 76

 8.11.

 Release of Guarantors

 76

 8.12.

 Administrative Agent May File Proofs of Claim

 76

 8.13.

 ERISA Matters

 77

 8.14.

 Recovery of Erroneous Payments

 78

 SECTION 9 MISCELLANEOUS

 78

 9.1.

 Amendments and Waivers

 78

 9.2.

 Notices

 80

 9.3.

 No Waiver; Cumulative Remedies; Enforcement

 83

 9.4.

 Survival of Representations and Warranties

 83

 9.5.

 Costs and Expenses; Indemnity; Damage Waiver

 84

 iii

 9.6.

 Successors and Assigns; Participations and Assignments

 86

 9.7.

 Adjustments, Set-off; Pari Passu Treatment

 90

 9.7A.

 Payments Set Aside

 91

 9.8.

 [Reserved]

 91

 9.9.

 Severability

 92

 9.10.

 Integration

 92

 9.11.

 GOVERNING LAW

 92

 9.12.

 SUBMISSION TO JURISDICTION; WAIVERS

 92

 9.13.

 Acknowledgements; No Advisory or Fiduciary Responsibilities

 93

 9.14.

 Confidentiality

 94

 9.15.

 WAIVERS OF JURY TRIAL

 95

 9.16.

 USA PATRIOT ACT Notice

 95

 9.17.

 [Reserved]

 96

 9.18.

 Electronic Execution; Electronic Records; Counterparts

 96

 9.19.

 Acknowledgement and Consent to Bail-In of Affected Financial Institutions

 97

 9.20.

 Acknowledgement Regarding Any Supported QFCs

 97

 iv

 SCHEDULES :

 1.1

 Commitments

 3.12(d)

 Pension Plans

 3.15

 Environmental Disclosures

 3.19

 Subsidiaries

 6.2(d)

 Existing Indebtedness

 6.3(f)

 Existing Liens

 6.5

 Affiliate Transactions

 6.10

 Permitted Dispositions

 EXHIBITS:

 A

 Form of Borrowing Notice

 B

 Form of Conversion/Continuation Notice

 C

 Form of Compliance Certificate

 D

 Form of Guarantee

 E

 Form of Note

 F

 Form of Notice of Loan Prepayment

 G

 Form of U.S. Tax Compliance Certificate

 H

 Form of Secretary’s Certificate

 I

 Form of Assignment and Assumption

 J

 Form of Administrative Questionnaire

 v

 TERM LOAN CREDIT AGREEMENT (this “ Agreement ”), dated as of May 28,
2026, among KENNAMETAL INC., a Pennsylvania corporation (the “ Borrower ”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “ Lenders ”), and BANK OF
AMERICA, N.A., as administrative agent.
 RECITALS

 WHEREAS , the Lenders are willing to make a loan to the Borrower on the terms and conditions set forth herein;

 NOW, THEREFORE , in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged (these recitals being an integral part of this Agreement), the parties hereto hereby agree as follows:
 SECTION 1

 DEFINITIONS

 1.1. Defined Terms . As used in this Agreement, the terms listed in this Section 1.1 shall have
the respective meanings set forth in this Section 1.1 .
 “ ABR ”: for any day, a
rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50% and (c) Term SOFR plus 1.00%, subject to the interest rate floors set forth
therein; provided , that , if the ABR shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. For purposes hereof, “ Prime Rate ” shall mean the rate of interest per annum publicly
announced from time to time by Bank of America as its “prime rate” (such rate being based on various factors, including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below such announced rate). Any change in the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the
effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. If the ABR is being used as an alternate rate of interest pursuant to Section 2.22 , then the ABR shall be the greater of
clauses (a) and (b) of this definition and shall be determined without reference to clause (c) of this definition.

 “ ABR Applicable Margin ”: (a) with respect to the Incremental Term Loans made pursuant to any Incremental
Term Loan Lender Joinder Agreement, the percentage(s) per annum set forth in such Incremental Term Loan Lender Joinder Agreement and (b) with respect to the Term Loans, the ABR Applicable Margin will be determined pursuant to the Pricing Grid.

 “ ABR Loans ”: Loans the rate of interest applicable to which is based upon the ABR.

 “ Acquisition Consideration ”: the purchase consideration for any acquisition permitted under
 Section 6.11(d) and all other payments by the Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any acquisition permitted under Section 6.11(d) , whether
paid in cash or by exchange of Capital Stock or of properties or otherwise and whether payable at or prior to the consummation of such acquisition or deferred for payment at any future time,

whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness,
deferred purchase price, earn out obligations and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the
like) of any Person. For purposes of determining the aggregate consideration paid for any acquisition permitted under Section 6.11(d) at the time of such acquisition, the amount of any earn out obligations shall be deemed
to be the maximum amount of the earn out payments in respect thereof, as specified in the documents relating to such acquisition.

 “ Act ”: as defined in Section 9.16 .

 “ Administrative Agent ”: Bank of America, together with its Affiliates, as the administrative agent for the
Lenders under this Agreement and the other Loan Documents, together with any of its successors.
 “ Administrative
Questionnaire ”: an Administrative Questionnaire in substantially the form of Exhibit J or any other form approved by the Administrative Agent.

 “ Affected Financial Institution ”: (a) any EEA Financial Institution or (b) any UK Financial
Institution.
 “ Affiliate ”: as to any Person, any other Person that, directly or indirectly, is in
control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 15% or more of the securities having
ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

 “ Agents ”: the collective reference to the Co-Syndication Agents and
the Administrative Agent.
 “ Agreement ”: as defined in the preamble hereto.

 “ Agreement Currency ”: as defined in Section 2.29(b) .

 “ Applicable Creditor ”: as defined in Section 2.29(b) .

 “ Applicable Pension Legislation ”: at any time, any pension or retirement benefits legislation (be it
national, federal, provincial, territorial or otherwise) then applicable to the Borrower, including without limitation, the Pension Act and ERISA.

 “ Applicable Percentage ”: as to any Lender at any time, (a) with respect to the Term Loans, the
percentage which such Lender’s Commitment then constitutes of the Total Commitments or, at any time after the Commitments shall have expired or terminated, the percentage which the aggregate outstanding principal amount of such Lender’s
Term Loans constitutes of the aggregate outstanding principal amount of the Term Loans of all of the Lenders and (b) with respect to any Incremental Term Facility, the percentage which such Lender’s Incremental Term Commitment then
constitutes of the total Incremental Term Commitments for such Incremental Term Facility or, at any time after the Incremental Term Commitments for such Incremental Term Facility shall

 2

have expired or terminated, the percentage which the aggregate outstanding principal amount of such Lender’s Incremental Term Loans with respect to such Incremental Term Facility
constitutes of the aggregate outstanding principal amount of the Incremental Term Loans of all of the Lenders with respect to such Incremental Term Facility.

 “ Approved Fund ”: 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.

 “ Assignee ”: as defined in Section 9.6(b)(i) .

 “ Assignee Group ”: two or more Assignees (approved, if required, in accordance with
 Section 9.6(b)(i) ) that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

 “ Assignment and Assumption ”: an Assignment and Assumption, substantially in the form of Exhibit I .

 “ Assured Obligation ”: as defined in the term “Guarantee Equivalent”.

 “ Attributable Debt ”: as of any date of determination, the aggregate amount of the outstanding Investment by
third parties in respect of each Qualified Receivables Transaction.

 “ Bail-In Action ”: 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 ”: (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,
rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United
Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their
affiliates (other than through liquidation, administration or other insolvency proceedings).
 “ Bank of
America ”: Bank of America, N.A., a national banking association.
 “ Beneficial Ownership
Certification ”: a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

 “ Beneficial Ownership Regulation ”: 31 C.F.R. § 1010.230.

 “ Benefit Plan ”: 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”.

 “ Benefited Lender ”: as defined in Section 9.7(a) .

 “ 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.

 3

 “ Blocking Law ”: (a) any provision of Council Regulation
(EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom), (b) section 7 of the German Foreign Trade Regulation
( Au ß enwirtschaftsverordnung ) or (c) any similar blocking or anti-boycott law or regulation.

 “ Board ”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

 “ BofA Securities ”: BofA Securities, Inc.

 “ Borrower Materials ”: as defined in Section 5.2 .

 “ Borrowing ”: a borrowing consisting of simultaneous Loans of the same Type, and in the case of Term SOFR
Loans, having the same Interest Period made by the applicable Lenders pursuant to Section 2.1 .

 “ Borrowing Date ”: any Business Day specified in a notice pursuant to Section 2.2
as a date on which the Borrower requests the Lenders to make Loans hereunder.
 “ Borrowing Notice ”: a
notice of a Borrowing, which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be
approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

 “ Business ”: as defined in Section 3.15(b) .

 “ Business Day ”: any day other than a Saturday, Sunday or other day on which commercial banks are authorized
to close under the Laws of, or are in fact closed in, the state where the Funding Office is located.
 “ Capital
Lease Obligations ”: as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations
are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time
determined in accordance with GAAP.
 “ Capital Stock ”: any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

 “ Cash Equivalents ”: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the
United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits or overnight
bank deposits having maturities of twelve months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less
than $500,000,000; (c) commercial paper of an issuer rated at least A-2 by

 4

Standard & Poor’s Ratings Services or P-2 by Moody’s Investors Service, Inc., or carrying an equivalent rating by a nationally
recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any
commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with
maturities of two years or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by
any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by Standard & Poor’s Ratings Services or A by
Moody’s Investors Service, Inc.; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause
(b) of this definition; or (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.

 “ Cash Management Agreement ” means any agreement that is not prohibited by the terms hereof to provide
treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse,
zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

 “ Closing Date ”: the date on which the conditions precedent set forth in
 Section 4.1 shall have been satisfied, which date is May 28, 2026.

 “ CME ”: CME Group Benchmark Administration Limited.

 “ Code ”: the Internal Revenue Code of 1986, as amended from time to time.

 “ Commitment ”: as to any Lender, the obligation of such Lender, if any, to make Term Loans in an aggregate
principal and/or face amount not to exceed the amount set forth under the heading “Commitment” opposite such Lender’s name on Schedule 1.1 or in the Assignment and Assumption pursuant to which such Lender became a party
hereto, as the same may be changed from time to time pursuant to the terms hereof.
 “ Commitment Period ”:
the period from and including the Closing Date to the Commitment Termination Date.
 “ Commitment Termination
Date ” means the earliest of (a) the date of termination of the Commitments pursuant to Section 2.15 , (b) the date of termination of the commitment of each Lender to make Term Loans pursuant to
 Section 7 , (c) the date of the third (3 rd ) Borrowing of the Term Loans, (d) the date on which the entire amount of the Total Commitments have been advanced and
(e) September 30, 2026.
 “ Commodity Exchange Act ”: the Commodity Exchange Act (7 U.S.C. §
1 et seq .), as amended from time to time, and any successor statute.

 5

 “ Communication ”: this Agreement, any other Loan Document
and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document.

 “ Compliance Certificate ”: a certificate duly executed by a Responsible Officer of the Borrower substantially
in the form of Exhibit C .
 “ Conduit Lender ”: any special purpose corporation organized and
administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument; provided , that , the designation by any Lender of a Conduit Lender shall not
relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and
responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided , further , that , no Conduit Lender shall (a) be entitled to receive any greater
amount pursuant to Section 2.24 , 2.25 , 2.26 or 9.5 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be
deemed to have any Commitment or any Incremental Term Commitment.
 “ Conforming Changes ”: with respect to
the use, administration of or any conventions associated with SOFR, Term SOFR or any proposed Successor Rate, as applicable, any conforming changes to the definitions of “ABR”, “SOFR”, “Term SOFR” and
“Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business Day”
and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to
reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice for Dollars (or, if the Administrative Agent determines
that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate for Dollars exists, in such other manner of administration as the Administrative Agent determines is
reasonably necessary in connection with the administration of this Agreement and any other Loan Document).

 “ Connection Income Taxes ”: Other Connection Taxes that are imposed on or measured by net income (however
denominated) or that are franchise Taxes or branch profits Taxes.
 “ Consolidated EBITDA ”: for any period
and without duplication, all as determined on a consolidated basis in accordance with GAAP, (a) the sum for such period of (i) Consolidated Net Income plus (ii) the following, in each case, to the extent included in determining
such Consolidated Net Income: (A) interest expense of the Borrower and its consolidated Subsidiaries (inclusive of nonrecurring fees which the Borrower or its consolidated Subsidiaries expense as interest expense), (B) charges against income of
the Borrower and its consolidated Subsidiaries for foreign, federal, state and local income taxes, (C) depreciation and amortization expense of the Borrower and its consolidated Subsidiaries, (D) litigation costs and expenses and
(E) proceeds of business interruption insurance for an applicable period representing earnings for such period that such proceeds are intended to replace; provided , that , the aggregate amount added back pursuant to clauses
(a)(ii)(D) and (a)(ii)(E) in any period of four consecutive fiscal quarters shall not exceed

 6

10% of Consolidated EBITDA for such period (calculated prior to giving effect to such add-backs) minus (b) extraordinary gains to the extent
included in determining such Consolidated Net Income, plus (c) any other non-cash charges, non-cash expenses or
 non-cash losses of the Borrower or any of its consolidated Subsidiaries to the extent included in determining such Consolidated Net Income; provided , however , that , cash payments made in
such period or in any future period in respect of such non-cash charges, expenses or losses shall be subtracted from Consolidated Net Income in calculating Consolidated EBITDA in the period when such payments
are made.
 “ Consolidated Leverage Ratio ”: as of the last day of any fiscal quarter, (a) the result
of (x) aggregate Indebtedness of the Borrower and its consolidated Subsidiaries as of such day, minus (y) any Unrestricted Cash as of such day, divided by (b) Consolidated EBITDA for the four fiscal quarters ending on
such day, considered as a single accounting period and expressed as a ratio. If any acquisition of a business occurs during such period, Consolidated EBITDA shall be calculated on a pro forma basis as if such acquisition had been made
as of the first day of such period.
 “ Consolidated Net Income ”: for any period, the net earnings (or
loss) after taxes of the Borrower and its consolidated Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

 “ Consolidated Tangible Assets ”: at any date, the total amount of assets of the Borrower and its consolidated
Subsidiaries at such date, as determined on a consolidated basis in accordance with GAAP (less applicable reserves and other properly deductible items) after deducting therefrom all goodwill, trade names, trademarks, patents, unamortized debt
premium or discount and expense and other like intangible assets, determined in accordance with GAAP.
 “ Continuing
Directors ”: the directors of the Borrower on the Closing Date, after giving effect to the transactions contemplated hereby, and each other director, if, in each case, such other director’s nomination for election to the board of
directors of the Borrower is recommended by at least 50% of the then Continuing Directors.
 “ Contractual
Obligation ”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

 “ Conversion/Continuation Notice ”: a notice of (a) a conversion of Loans from one Type to the other, or
(b) a continuation of Term SOFR Loans, pursuant to Section 2.18 , which shall be substantially in the form of Exhibit B or such other form as may be approved by the Administrative Agent (including any form on an
electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

 “ Co-Syndication Agents ”: each of PNC Bank, National Association and
U.S. Bank National Association, in their capacity as Co-Syndication Agents.

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

 7

 “ Covered Party ”: as defined in
 Section 9.20 .
 “ Daily Simple SOFR ”: with respect to any applicable
determination date, SOFR published on such date on the Federal Reserve Bank of New York’s website (or any successor source).

 “ Debt Rating ”: as defined in the term “Pricing Grid”.

 “ Debtor Relief Laws ”: the Bankruptcy Code of the United States, and all other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting
the rights of creditors generally.
 “ Deemed Guarantor ”: as defined in the term “Guarantee
Equivalent”.
 “ Deemed Obligor ”: as defined in the term “Guarantee Equivalent”.

 “ Default ”: any of the events specified in Section 7 , whether or not any
requirement for the giving of notice, the lapse of time, or both, has been satisfied.
 “ 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 ”: subject to Section 2.37(b) , any Lender that (a) has
failed to (i) fund all or any portion of its Loans within three Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is 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
(ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it
does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position
is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has
failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder
( provided , that , such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect
parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) other than via an Undisclosed Administration, had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for
the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or
(iii) become the subject of a Bail-In Action; provided , that , a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Capital Stock 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

 8

United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any
contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be
conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.37(b) ) as of the date established therefor by the Administrative Agent in a written notice of
such determination, which shall be delivered by the Administrative Agent to the Borrower and each other Lender promptly following such determination.

 “ Designated Jurisdiction ”: any country, region or territory to the extent that such country, region or
territory is itself subject to or the target of any Sanction.
 “ Designated Lender ”: as defined in
 Section 2.38 .
 “ Disposition ”: with respect to any property, any sale, lease,
sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.

 “ Disqualified Capital Stock ”: any shares of capital stock or other equity interest that, other than solely
at the option of the issuer thereof, by their terms (or by the terms of any security into which they are convertible or exchangeable) are, or upon the happening of an event or the passage of time would be, required to be redeemed or repurchased, in
whole or in part, or have, or upon the happening of an event or the passage of time would have, a redemption or similar payment due on or prior to the Latest Maturity Date.

 “ Dollars ” and “$”: dollars in lawful currency of the United States.

 “ Domestic Subsidiary ”: any Subsidiary of the Borrower organized under the laws of any jurisdiction within
the United States.
 “ EEA Financial Institution ”: (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 ”: any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

 “ EEA Resolution Authority ”: 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.

 “ Electronic Copy ”: as defined in Section 9.18 .

 “ Electronic Record ”: has the meaning assigned to that term in 15 USC §7006, as amended from time to
time.

 9

 “ Electronic Signature ”: has the meaning assigned to that
term in 15 USC §7006, as amended from time to time.
 “ Environmental Laws ”: any and all foreign,
Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability
or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect.

 “ ERISA ”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

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

 “ ERISA Event ”: (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the
Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations
that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan; (d) the filing of a notice of intent to terminate, the
treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in
endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent
under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.
 “ EU
 Bail-In Legislation Schedule ”: the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time
to time.
 “ Event of Default ”: any of the events specified in Section 7 ,
 provided , that , any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

 “ Excluded Swap Obligation ”: with respect to any Subsidiary Guarantor, any Swap Obligation if, and to the
extent that, all or a portion of the guarantee of such Subsidiary Guarantor of 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) by virtue of such Subsidiary Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at
the time the guarantee of such Subsidiary Guarantor 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 is or becomes excluded in accordance with the first sentence of this definition.

 10

 “ Excluded Taxes ”: any of the following Taxes imposed on
or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise Taxes imposed on it (in lieu of net income
Taxes), and branch profits Taxes, in each case (i) imposed by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender,
in which its applicable Lending Office is located, or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an
applicable interest in a Loan or Commitment or Incremental Term Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment or Incremental Term Commitment (other than pursuant to
an assignment request by the Borrower under Section 2.28 ) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 2.25(a)(ii) or
 Section 2.25(c) , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending
Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.25(e) and (d) any withholding Taxes imposed pursuant to FATCA.

 “ Existing Revolving Credit Agreement ”: the Seventh Amended and Restated Credit Agreement, dated as of
November 17, 2025, among the Borrower, as a borrower, Kennametal Europe GmbH, as a foreign borrower, the lenders and issuing lenders from time to time parties thereto, and Bank of America, N.A., as administrative agent, as amended, restated,
supplemented, refinanced or otherwise modified from time to time.
 “ FASB ASC Topic 350 ”: FASB ACT Topic
350 (Intangibles—Goodwill and Other).
 “ FATCA ”: 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, any agreements 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 ”: for any day, the rate per annum calculated by the Federal Reserve Bank
of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next
succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective 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
purposes of this Agreement.
 “ Fee Letter ”: the letter agreement, dated May 7, 2026, among the
Borrower and BofA Securities.
 “ Foreign Lender ”: a Lender that is not a U.S. Person.

 “ Foreign Subsidiary ”: any Subsidiary of the Borrower that is not a Domestic Subsidiary.

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

 “ Funding Office ”: the office or offices of the Administrative Agent specified in
 Section 9.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.

 “ GAAP ”: generally accepted accounting principles in the United States set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant
segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied, except that for purposes of Section 6.1 , GAAP shall be determined on
the basis of such principles in effect on the Closing Date and consistent with those used in the preparation of the most recent audited financial statements referred to in Section 3.1 , except for the adoption of FASB ASC
Topic 350.
 “ Governmental Authority ”: the government of the United States or any nation or government,
any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of
or pertaining to government (including any supranational bodies such as the European Union or the European Central Bank), any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

 “ Granting Lender ”: as defined in Section 9.6(f) .

 “ Group Members ”: the collective reference to the Borrower and its Subsidiaries (including each of the
Foreign Borrowers (as defined in the Existing Revolving Credit Agreement)).
 “ Guarantee ”: the Guarantee,
dated as of the Closing Date, by each Subsidiary Guarantor in favor of the Administrative Agent for the benefit of the holders of the Obligations, substantially in the form of Exhibit D , as the same may be supplemented from time to time in
accordance with Section 5.10 hereof.
 “ Guarantee Equivalent ”: a Person (the
“ Deemed Guarantor ”) shall be deemed to be subject to a Guarantee Equivalent in respect of any obligation (the “ Assured Obligation ”) of another Person (the “ Deemed Obligor ”) if the Deemed
Guarantor directly or indirectly guarantees, becomes surety for, endorses, assumes, agrees to indemnify the Deemed Obligor against, or otherwise agrees, becomes or remains liable (contingently or otherwise) for, such Assured Obligation, in whole or
in part. Without limitation, a Guarantee Equivalent shall be deemed to exist if a Deemed Guarantor enters into, agrees, becomes or remains liable (contingently or otherwise), directly or indirectly, to do any of the following: (a) purchase or
assume, or to supply funds for the payment, purchase or satisfaction of, an Assured Obligation, (b) make any loan, advance, capital contribution or other investment in, or to purchase or lease any property or services from, a Deemed Obligor
(i) to maintain the solvency of the Deemed Obligor, (ii) to enable the Deemed Obligor to meet any other financial condition, (iii) to enable the Deemed Obligor to satisfy any Assured Obligation or to make any Restricted Payment or any
other payment, or (iv) to assure the holder of such Assured

 12

Obligation against loss, (c) purchase or lease property or services from the Deemed Obligor regardless of the non-delivery of or failure to furnish
such property or services, (d) a transaction having the characteristics of a take-or-pay or throughput contract, (e) be or become liable, contingently or
otherwise, to reimburse a third party in respect of a letter of credit, surety bond or other form of credit support issued for the account of the Deemed Obligor, which letter of credit, surety bond or other credit support is used or available for
use to supply funds for the satisfaction of an Assured Obligation, or (f) any other transaction the effect of which is to assure the payment or performance (or payment of damages or other remedy in the event of nonpayment or nonperformance) in
whole or in part of any Assured Obligation; provided , however , that , the term Guarantee Equivalent shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any
Guarantee Equivalent of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Equivalent is made and (b) the maximum
amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Equivalent, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not
stated or determinable, in which case the amount of such Guarantee Equivalent shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

 “ Hedge Agreements ”: all interest rate swaps, caps or collar agreements or similar arrangements dealing with
interest rates or currency exchange rates or the exchange of nominal interest obligations, either generally or under specific contingencies.

 “ Immaterial Subsidiary ”: any Subsidiary that has assets with a total book value and fair market value of
less than $10,000,000.
 “ Incremental Term Commitment ” means, as to each Incremental Term Lender with
respect to an Incremental Term Facility, its obligation to make Incremental Term Loans with respect to such Incremental Term Facility pursuant to an Incremental Term Loan Lender Joinder Agreement; provided , that , at any time after the
funding of an Incremental Term Facility, determination of “Required Lenders” shall include the outstanding principal amount of all Incremental Term Loans with respect to such Incremental Term Facility.

 “ Incremental Term Facility ” means, at any time, with respect to any Incremental Term Loan Lender Joinder
Agreement, the aggregate principal amount of the Incremental Term Commitments under and Incremental Term Loans to be made by Incremental Term Lenders pursuant to such Incremental Term Loan Lender Joinder Agreement.

 “ Incremental Term Lender ” means each of the Persons identified as an “Incremental Term Lender”
in an Incremental Term Loan Lender Joinder Agreement, together with their respective successors and assigns.

 “ Incremental Term Loan ” means an advance made by an Incremental Term Lender under an Incremental Term
Facility.
 “ Incremental Term Loan Lender Joinder Agreement ” means a joinder agreement, in a form
reasonably approved by the Administrative Agent, executed and delivered in accordance with the provisions of Section 2.15(b) .

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 “ Incremental Term Loan Maturity Date ” with respect to any
Incremental Term Facility, shall be as set forth in the applicable Incremental Term Loan Lender Joinder Agreement for such Incremental Term Facility.

 “ Indebtedness ”: of a Person (without duplication): (a) all obligations on account of money borrowed by, or
for or on account of deposits with or advances to, such Person, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person for the deferred purchase price of property
or services (except trade accounts payable arising in the ordinary course of business), (d) all obligations secured by a Lien on property owned by such Person (whether or not assumed, and without regard to any limitation of the rights and remedies
of the holder of such Lien to repossession or sale of such property), (e) all obligations of such Person under leases which are, or which should in accordance with GAAP be accounted for as, Capital Lease Obligations (without regard to any limitation
of the rights and remedies of the lessor under such capitalized lease to repossession or sale of such property), (f) the unreimbursed amount of all drawings under any letter of credit issued for the account of such Person, (g) all obligations
of such Person in respect of acceptances or similar obligations issued for the account of such Person, (h) the maximum repurchase price of any Disqualified Capital Stock of such Person, (i) all Indebtedness of others as to which such
Person is the Deemed Guarantor under a Guarantee Equivalent, and (j) all Attributable Debt and other obligations in respect of Qualified Receivables Transactions but only to the extent that such Attributable Debt and other obligations appear on
the balance sheet of such Person as a liability.
 “ Indemnified Liabilities ”: as defined in
 Section 9.5(b) .
 “ Indemnified Taxes ”: (a) Taxes, other than Excluded Taxes,
imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

 “ Indemnitee ”: as defined in Section 9.5(b) .

 “ Information ”: as defined in Section 9.14 .

 “ Intellectual Property ”: the collective reference to all rights, priorities and privileges relating to
intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, domain names, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

 “ Interest Payment Date ”: (a) as to any ABR Loan, the last Business Day of each March, June, September and
December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Term SOFR Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Term SOFR Loan
having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period and (d) as to any Loan (other than any Loan
that is an ABR Loan), the date of any repayment or prepayment made in respect thereof.

 14

 “ Interest Period ”: as to any Term SOFR Loan,
(a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Loan and ending one, three or six months thereafter (in each case, subject to availability), as selected by the Borrower in its
Borrowing Notice or Conversion/Continuation Notice, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Term SOFR Loan and ending
one, three or six months thereafter (in each case, subject to availability), as selected by the Borrower by in its Conversion/Continuation Notice delivered to the Administrative Agent not later than 11:00 A.M., New York City time two Business Days
prior to the last day of the then current Interest Period with respect thereto; provided , that , all of the foregoing provisions relating to Interest Periods are subject to the following:

 (i) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to
the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

 (ii) no Interest Period may extend beyond the Maturity Date or the applicable Incremental Term Loan Maturity Date, as
applicable; and
 (iii) with respect to Term SOFR Loans having an Interest Period of one month or more, any Interest Period
that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month.

 “ Investments ”: as defined in Section 6.11 .

 “ IRS ”: the United States Internal Revenue Service.

 “ Joint Book Runners ”: BofA Securities, PNC Capital Markets LLC and U.S. Bank National Association, in their
capacities as joint book runners.
 “ Joint Lead Arrangers ”: BofA Securities, PNC Capital Markets LLC and
U.S. Bank National Association, in their capacities as joint lead arrangers.
 “ Judgment Currency ”: as
defined in Section 2.29(b) .
 “ Latest Maturity Date ”: at any date of
determination, the latest of the Maturity Date and the then-latest Incremental Term Loan Maturity Date.

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

 “ Lender Affiliate ”: (a) any Affiliate of any Lender, (b) any Person that is administered or managed by
any Lender or any Affiliate of any Lender and that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and (c) with respect to any Lender
which is a fund that invests in commercial loans and similar extensions of credit, any other fund that invests in commercial loans and similar extensions of credit and is managed or advised by the same investment advisor as such Lender or by an
Affiliate of such Lender or investment advisor.

 15

 “ Lender Party ”: the Administrative Agent and each Lender.

 “ Lenders ”: as defined in the preamble hereto.

 “ Lending Office ”: as to any Lender, the office or offices of such Lender described as such in such
Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent, which office may include any Lender Affiliate or any domestic or foreign branch of such
Lender or such Lender Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.

 “ Lien ”: any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory
or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital
lease having substantially the same economic effect as any of the foregoing). For the avoidance of doubt, “Liens” shall not include provisions in agreements governing Indebtedness permitted under Section 6.2(i)
of Foreign Subsidiaries (or of Domestic Subsidiaries relating to borrowings by foreign divisions thereof), and in guaranties of such Indebtedness by the Borrower or its Subsidiaries permitted under this Agreement, whereby the Borrower or a
Subsidiary (i) has agreed, upon demand by the lender of such Indebtedness, either to grant Liens on its property to secure such Indebtedness or guaranty or to pay or cause to be paid such Indebtedness, or (ii) has granted Liens on property
in the possession of the lender of such Indebtedness from time to time to secure such Indebtedness or guaranty; provided , that , the Borrower or any Subsidiary may not (x) actually grant any Lien pursuant to the foregoing clause
(i) or (y) actually permit any Lien to attach to any property described in the foregoing clause (ii), except, under the foregoing clause (ii), freely transferable deposits maintained with such lender and other cash equivalent items deposited
with such lender in the ordinary course of the Borrower’s or such Subsidiary’s cash management operations and not for the purpose of securing obligations owed to such lender.

 “ Loan ”: any loan made by any Lender pursuant to this Agreement (including pursuant to any Incremental Term
Loan Lender Joinder Agreement).
 “ Loan Documents ”: this Agreement, the Guarantee, the Notes, each
Incremental Term Loan Lender Joinder Agreement and the Fee Letter.
 “ Loan Parties ”: each Group Member
that is a party to a Loan Document.
 “ Margin Stock ”: “margin stock” as defined in Regulation
U.
 “ Material Adverse Effect ”: a material adverse effect on (a) the business, property, operations
or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent or the
Lenders hereunder or thereunder.
 “ Materials of Environmental Concern ”: any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including asbestos, polychlorinated biphenyls and
urea-formaldehyde insulation.

 16

 “ Maturity Date ”: the date that is three (3) years
after the date of the initial Borrowing of Term Loans; provided , that , if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

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

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

 “ Multiple Employer Plan ”: a Plan which has two or more contributing sponsors (including the Borrower or any
ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

 “ Non-Guarantor Subsidiary ”: any Subsidiary that is not a Subsidiary
Guarantor.
 “ Notes ”: the collective reference to any promissory note evidencing Loans. Each Note shall
be substantially in the form of Exhibit E hereto.
 “ Notice of Loan Prepayment ”: a notice of
prepayment with respect to a Loan, which shall be substantially in the form of Exhibit F or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as
shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

 “ Obligations ”: with respect to the Borrower, the unpaid principal of and interest on (including interest
accruing after the maturity of the Loans and interest accruing after the filing of any petition under any Debtor Relief Laws, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)
the Loans and all other obligations and liabilities of the Borrower to the Administrative Agent or any Lender (or, in the case of Specified Hedge Agreements or Specified Cash Management Agreement, all obligations and liabilities of the Borrower and
its Subsidiaries to any Lender or Lender Affiliate (including any counterparty that is a Lender or Lender Affiliate at the time at the time the applicable Cash Management Agreement or Hedge Agreement is entered into or the applicable Cash Management
Agreement or Hedge Agreement between the Borrower or Subsidiary and any Lender or Lender Affiliate at the time it (or its Affiliate) becomes a Lender (including on the Closing Date))), in any case whether direct or indirect, absolute or contingent,
due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, any Specified Hedge Agreement, any Specified Cash Management Agreement or any other document
made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all reasonable fees, charges and disbursements of counsel to the
Administrative Agent or to any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise; provided , that , the Obligations shall exclude any Excluded Swap Obligations.

 17

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

 “ Other Taxes ”: any and 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, this Agreement or any other
Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.28 ).

 “ Overnight Rate ”: for any day, the greater of (a) the Federal Funds Effective Rate and (b) an
overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

 “ Participant ”: as defined in Section 9.6(c) .

 “ Participant Register ”: as defined in Section 9.6(c) .

 “ PBGC ”: the Pension Benefit Guaranty Corporation.

 “ Pension Act ”: the Pension Protection Act of 2006, as amended from time to time.

 “ Pension Funding Rules ”: the rules of the Code and ERISA regarding minimum required contributions (including
any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension
Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

 “ Pension Plan ”: any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer
Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or any Applicable Pension Legislation or is subject to the minimum funding standards under Section 412 of the Code.

 “ Permitted Liens ”: as defined in Section 6.3 .

 “ Person ”: an individual, partnership, corporation, limited liability company, business trust, joint stock
company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

 “ Plan ”: any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension
Plan) or any Applicable Pension Legislation, maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.

 18

 “ Platform ”: as defined in
 Section 5.2 .
 “ Pricing Grid ”: the Ticking Fee Rate, Term SOFR Applicable
Margin and ABR Applicable Margin shall be the percentages per annum set forth in the table below opposite the Pricing Level (with Pricing Level I being the lowest and Pricing Level V being the highest) determined by reference to the Debt Rating (as
defined below) in effect at such time:

 Pricing

 Level

 Debt Rating
S&P/Moody’s

 Ticking Fee
Rate

 Term SOFR
Applicable
Margin

 ABR
Applicable
Margin

 I

 >BBB+
 >Baa1

 0.090%

 0.875%

 0.000%

 II

 BBB+
 Baa1

 0.100%

 1.000%

 0.000%

 III

 BBB
 Baa2

 0.125%

 1.125%

 0.125%

 IV

 BBB-
 Baa3

 0.150%

 1.250%

 0.250%

 V

 <BBB-
 <Baa3

 0.200%

 1.500%

 0.500%

 For the purpose of determining the Pricing Level, “Debt Rating” means, as of any date of
determination, the rating as determined by S&P and Moody’s (each a “ Debt Rating ” and collectively, the “ Debt Ratings ”) of the Borrower’s
 non-credit-enhanced, senior unsecured long-term debt; provided , that , in the event that the Debt Ratings between S&P and Moody’s differ, (i) if the Debt Ratings issued by such
rating agencies differ by one level, then the Pricing Level that is applicable to the higher Debt Rating shall apply, (ii) if there is a split in the Debt Ratings of more than one level, then the Pricing Level that is applicable to the Debt
Rating that is one level lower than the higher Debt Rating shall apply, (iii) if there is only one Debt Rating, such Debt Rating shall apply, and (iv) if there is no Debt Rating from either S&P or Moody’s, then the Pricing Level
that is applicable to the lowest Debt Rating set forth above shall apply and the Lenders and the Borrower agree to negotiate in good faith to determine an alternate pricing metric within thirty (30) days of the date that the Borrower no longer
maintains a Debt Rating with S&P and Moody’s.
 “ Properties ”: as defined in
 Section 3.15(a) .
 “ PTE ”: a prohibited transaction class exemption issued by
the U.S. Department of Labor, as any such exemption may be amended from time to time.
 “ Public Lender ”:
as defined in Section 5.2 .

 19

 “ QFC ”: has the meaning assigned to the term
“qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

 “ QFC Credit Support ”: as defined in Section 9.20 .

 “ Qualified Acquisition ”: (a) an acquisition permitted under Section 6.11(d) with
aggregate Acquisition Consideration of at least $100,000,000, or (b) a series of related acquisitions permitted under Section 6.11(d) in any twelve (12) month period, with aggregate Acquisition Consideration for
all such acquisitions of at least $100,000,000; provided , that , for any such acquisition or series of related acquisitions to qualify as a Qualified Acquisition, a Responsible Officer of the Borrower shall have delivered to the
Administrative Agent a certificate (any such certificate, a “ Qualified Acquisition Notice ”) on or prior to the consummation of such acquisition or the final closing date with respect to a series of related acquisitions
(i) certifying that the acquisition or series of related acquisitions meet the criteria set forth in the foregoing clause (a) or clause (b), as applicable, and (ii) notifying the Administrative Agent that the Borrower has elected to
treat such acquisition or series of related acquisitions as a Qualified Acquisition.
 “ Qualified Acquisition
Notice ”: as defined in the definition of “Qualified Acquisition.”
 “ Qualified Acquisition
Pro Forma Calculation ”: to the extent required in connection with determining the permissibility of any acquisition permitted under Section 6.4 and Section 6.11(d) or series of related
acquisitions permitted under Section 6.4 and Section 6.11(d) that constitute a Qualified Acquisition, the determination required by clause (ii) of Section 6.4 and
clause (ii) of Section 6.11(d) .
 “ Qualified Receivables Transaction ”: any
transaction or series of transactions that may be entered into by the Borrower or any of its Subsidiaries pursuant to which the Borrower or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Entity (in the case
of a transfer by the Borrower or any of its Subsidiaries) or (b) any other Person (in the case of a transfer by a Receivables Entity), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future)
of the Borrower or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable,
the proceeds of such receivables and other assets which are customarily transferred, or in respect of which security interests are customarily granted, in connection with asset securitizations involving accounts receivable.

 “ Receivables Entity ”: a Wholly Owned Subsidiary of the Borrower (or another Person in which the Borrower or
any Subsidiary makes an Investment pursuant to Section 6.11(g) and to which the Borrower or any Subsidiary transfers accounts receivable and related assets pursuant to a Qualified Receivables Transaction) which engages in
no activities other than in connection with the financing of accounts receivable and whose assets consist solely of receivables and related assets transferred to such entity in connection with a Qualified Receivables Transaction and with respect to
which the following conditions are satisfied:
 (a) no portion of the Indebtedness or any other obligations (contingent or
otherwise) of which:

 20

 (i) is guaranteed by the Borrower or any Subsidiary (excluding guarantees
of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings);

 (ii) is recourse to or obligates the Borrower or any Subsidiary in any way other than pursuant to Standard Securitization
Undertakings; or
 (iii) subjects any property or asset of the Borrower or any Subsidiary, directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;
 (b)
with which neither the Borrower nor any Subsidiary has any material contact, agreement, arrangement or understanding (except in connection with a Qualified Receivables Transaction) other than on terms no less favorable to the Borrower or such
Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Borrower, other than fees payable in the ordinary course of business in connection with servicing accounts receivable; and

 (c) to which neither the Borrower nor any Subsidiary has any obligation to maintain or preserve such entity’s financial
condition or cause such entity to achieve certain levels of operating results (except pursuant to Standard Securitization Undertakings).

 Any designation by the Borrower of a Wholly Owned Subsidiary as a Receivables Entity shall be evidenced to the Administrative
Agent by filing with the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying that such designation complied with the foregoing conditions.

 “ Recipient ”: the Administrative Agent, any Lender or any other recipient of any payment to be made by or on
account of any obligation of any Loan Party hereunder.
 “ Register ”: as defined in
 Section 9.6(b)(iv) .
 “ Regulation U ”: Regulation U of the Board as in effect
from time to time.
 “ Related Parties ”: with respect to any Person, such Person’s Affiliates and
the partners, directors, officers, employees, agents, administrators, managers, advisors, consultants, service providers, representatives and trustees of such Person and of such Person’s Affiliates.

 “ Reportable Event ”: any of the events set forth in Section 4043(c) of ERISA, other than events for
which the 30 day notice period has been waived.
 “ Required Lenders ”: at any time, the holders of more
than 50% of the Total Commitments and total Incremental Term Commitments then in effect and the aggregate principal amount of all of the Loans outstanding at such time. The Commitments and Incremental Term Commitments and Loans of any Defaulting
Lender shall be disregarded in determining Required Lenders at any time.

 21

 “ Requirement of Law ”: as to any Person, the Certificate
of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority,
in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. For purposes of determining whether there has been any change in a Requirement of Law under this Agreement,
(x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank
for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change
in a Requirement of Law, regardless of the date enacted, adopted or issued.
 “ Rescindable Amount ”: as
defined in Section 2.23(e) .
 “ Resolution Authority ”: an EEA Resolution
Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
 “ Responsible
Officer ”: the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party, solely for purposes of the delivery of incumbency certificates pursuant to
 Section 4.1 , the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Section 2 , any other officer or employee of the applicable Loan Party so
designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative
Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. To the extent requested by the Administrative Agent, each Responsible Officer will provide an incumbency certificate and to the extent requested by
the Administrative Agent, appropriate authorization documentation, in form and substance satisfactory to the Administrative Agent.

 “ Restricted Payment ”: by any Person, any dividend, distribution or payment of any nature (whether in cash,
securities, or other property) on account of or in respect of any shares of the capital stock or other equity interests (or warrants, options or rights therefor) of such Person, including but not limited to any payment on account of the purchase,
redemption, retirement, defeasance or acquisition of any shares of the capital stock or other equity interests (or warrants, options or rights therefor) of such Person, in each case regardless of whether required by the terms of such capital stock
or other equity interest (or warrants, options or rights) or any other agreement or instrument.
 “ Same Day
Funds ”: immediately available funds.
 “ Sanction(s) ”: any economic or financial sanction or
trade embargo administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury
(“ HMT ”) or other relevant sanctions authority.
 “ S&P ”: Standard &
Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.

 22

 “ Scheduled Unavailability Date ”: as defined in
 Section 2.22(c) .
 “ SEC ”: the Securities and Exchange Commission, any successor
thereto and any analogous Governmental Authority.
 “ Significant Subsidiary ”: any Subsidiary of the
Borrower (a) which, together with its Subsidiaries (determined on a consolidated basis), has assets with a book value greater than or equal to $75,000,000 (or, if less, commencing with the first fiscal quarter ending after the Closing Date, 5%
of the total assets of the Borrower and its Subsidiaries (determined on a consolidated basis) as of the end of the most recently completed fiscal quarter for which financial information is available), determined in accordance with GAAP,
(b) which, together with its Subsidiaries (determined on a consolidated basis), has net outside sales greater than or equal to $75,000,000 (or, if less, commencing with the first fiscal quarter after the Closing Date, 5% of the net outside
sales of the Borrower and its Subsidiaries (determined on a consolidated basis) for the most recent four fiscal quarters for which financial information is available), determined in accordance with GAAP or (c) designated by the Borrower as a
Significant Subsidiary by written notice to the Administrative Agent. As used in the foregoing definition, “net outside sales” means gross sales to Persons other than the Borrower and its consolidated Subsidiaries, net of cash discounts,
customer returns and allowances.
 “ SOFR ”: the Secured Overnight Financing Rate as administered by the
Federal Reserve Bank of New York (or a successor administrator).
 “ Solvent ”: when used with respect to
any Person, means that, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent
or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such
Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small
amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii)
“claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or
(y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed,
secured or unsecured.
 “ Specified Cash Management Agreement ”: any Cash Management Agreement entered into
by the Borrower or a Subsidiary and any Lender or Lender Affiliate, including any counterparty that is a Lender or Lender Affiliate at the time at the time such Cash Management Agreement is entered into or any Cash Management Agreement between the
Borrower or Subsidiary and any Lender or Lender Affiliate at the time it (or its Affiliate) becomes a Lender (including on the Closing Date).

 23

 “ Specified Hedge Agreement ”: any Hedge Agreement entered
into by the Borrower or a Subsidiary and any Lender or Lender Affiliate, including any counterparty that is a Lender or Lender Affiliate at the time at the time such Hedge Agreement is entered into or any Hedge Agreement between the Borrower or
Subsidiary and any Lender or Lender Affiliate at the time it (or its Affiliate) becomes a Lender (including on the Closing Date); provided , that , if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a
Lender, such Hedge Agreement shall be considered a Specified Hedge Agreement only through the stated termination date (without extension or renewal) of such Hedge Agreement.

 “ Standard Securitization Undertakings ”: representations, warranties, covenants and indemnities entered into
by the Borrower or any Subsidiary which are reasonably customary in securitization of accounts receivables transactions (it being understood that in no event shall Standard Securitization Undertakings include any Guarantee Equivalents in respect of
principal or interest on the financing for any Qualified Receivables Transaction).
 “ Subsidiary ”: as to
any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason
of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly
through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

 “ Subsidiary Guarantor ”: each Significant Subsidiary of the Borrower which is a Domestic Subsidiary.

 “ Successor Rate ”: as defined in Section 2.22(c) .

 “ Supported QFC ”: as defined in Section 9.20 .

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

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

 “ Term Loans ”: as defined in Section 2.1(a) .

 “ Term SOFR ”:

 (a) for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two
(2) U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided , that , if the rate is not published prior to 11:00 A.M. on such determination
date then Term SOFR means the Term SOFR Screen Rate on the first (1 st ) U.S. Government Securities Business Day immediately prior thereto, in each case; and

 24

 (b) for any interest calculation with respect to an ABR Loan on any date,
the rate per annum equal to the Term SOFR Screen Rate two (2) U.S. Government Securities Business Days prior to such date with a term of one (1) month commencing that day; provided , that , if the rate is not published prior to
11:00 A.M. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first (1 st ) U.S. Government Securities Business Day immediately prior thereto;

 provided , that , if Term SOFR determined in accordance with either of the foregoing clauses (a) or (b) of this definition
would otherwise be less than zero, Term SOFR shall be deemed zero for purposes of this Agreement.
 “ Term SOFR
Applicable Margin ”: (a) with respect to the Incremental Term Loans made pursuant to any Incremental Term Loan Lender Joinder Agreement, the percentage(s) per annum set forth in such Incremental Term Loan Lender Joinder Agreement and
(b) with respect to the Term Loans, the Term SOFR Applicable Margin will be determined pursuant to the Pricing Grid.

 “ Term SOFR Loan ”: a Loan that bears interest at a rate based on clause (a) of the definition of Term
SOFR.
 “ Term SOFR Replacement Date ”: as defined in Section 2.22(c) .

 “ Term SOFR Screen Rate ”: the forward-looking SOFR term rate administered by CME (or any successor
administrator satisfactory to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).

 “ Ticking Fee Rate ”: (a) with respect to the Incremental Term Loans made pursuant to any Incremental
Term Loan Lender Joinder Agreement and if applicable, the percentage(s) per annum set forth in such Incremental Term Loan Lender Joinder Agreement and (b) with respect to the Term Loans, the Ticking Fee Rate as determined pursuant to the
Pricing Grid.
 “ Total Commitments ”: at any time, the aggregate amount of the Commitments then in effect.
The aggregate principal amount of the Total Commitments as in effect on the Closing Date is $500,000,000.

 “ Transferee ”: any Assignee or Participant.

 “ Type ”: as to any Loan, its nature as an ABR Loan or a Term SOFR Loan.

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

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

 25

 “ Undisclosed Administration ”: in relation to a Lender or
any Person that directly or indirectly controls such Lender, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian, or other similar official by a Governmental Authority, supervisory authority or
regulator under or based on the law in the country where such Lender or controlling Person is subject to home jurisdiction supervision if applicable law requires that such appointment not be disclosed and such appointment has not been disclosed;
 provided , that , in any such case, such appointment 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.

 “ United States ”: the United States of America.

 “ Unrestricted Cash ”: as of any day of determination, an amount equal to the sum of (a) one-hundred percent (100%) of the cash and Cash Equivalents, in each case, held on such day by the Borrower and its Domestic Subsidiaries in the United States which is not subject to a Lien (other than a
Lien permitted pursuant to Section 6.3(m) ) and (b) sixty percent (60%) of the cash and Cash Equivalents, in each case, held on such day by Foreign Subsidiaries of the Borrower which is not subject to a Lien (other than
a Lien permitted pursuant to Section 6.3(m) ).
 “ U.S. Government Securities Business
Day ”: means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire
day for purposes of trading in United States government securities.
 “ U.S. Person ”: any Person that is a
“United States Person” as defined in Section 7701(a)(30) of the Code.
 “ U.S. Special Resolution
Regimes ”: as defined in Section 9.20 .
 “ U.S. Tax Compliance
Certificate ”: as defined in Section 2.25(e) .
 “ Weighted Average Life to
Maturity ”: when applied to any Indebtedness at any date of determination, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking
fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one twelfth) that will elapse between such date of determination and
the making of such payment by (b) the then outstanding principal amount of such Indebtedness as of such date of determination.

 “ Wholly Owned Subsidiary ”: as to any Person, any other Person all of the Capital Stock of which (other than
directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries. Unless otherwise qualified, all references to a “Wholly Owned Subsidiary” or to “Wholly Owned
Subsidiaries” in this Agreement shall refer to a Wholly Owned Subsidiary or Wholly Owned Subsidiaries of the Borrower.

 “ Write-Down and Conversion Powers ”: (a) with respect to any EEA Resolution Authority, the write-down and
conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to

 26

cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability
into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any
of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

 1.2 Other Definitional Provisions .

 (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the
other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.
 (b) As used herein
and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms
partly defined in Section 1.1 , to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words “include”, “includes” and “including” shall be
deemed to be followed by the phrase “without limitation”, (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred”
and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and
properties, including cash, Capital Stock, securities, accounts receivable, leasehold interests and contract rights, and (v) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such
agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time.
 (c) The
words “hereof”, “herein”, “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this
Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.
 (d) The meanings
given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.
 (e)
[Reserved].
 (f) Any reference herein to a merger, amalgamation, consolidation, assignment, sale, disposition or transfer,
or similar term, shall be deemed to apply to a division of or by a limited liability company or a partnership, or an allocation of assets to a series of a limited liability company or a partnership (or the unwinding of such a division or
allocation), as if it were a merger, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company or a partnership shall
constitute a separate Person hereunder (and each division of any limited liability company or any partnership that is a Subsidiary, joint venture or any other like term shall also constitute such a Person).

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 (g) No provision of Section 3.20 ,
 Section 3.21 , Section 5.11 or Section 6.12 shall apply to or in favor of any Person if and to the extent that such provision would result in a breach, by or in respect of
that Person, of any applicable Blocking Law.
 1.3. [Reserved] .

 1.4. [Reserved] .

 1.5. Interest Rates . The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative
Agent have any liability with respect to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any
related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming
Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including any
Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its
reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this
Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in
tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such information source
or service.
 1.6. FASB ASC 825; Changes in GAAP; Certain Calculations .

 (a) FASB ASC 825 . Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the
computation of any financial covenant) contained herein, Indebtedness of the Loan Parties and their Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial
liabilities shall be disregarded.
 (b) Changes in GAAP . If at any time any change in GAAP would affect the
computation of any financial ratio, basket, covenant or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good
faith to amend such financial ratio, basket, covenant or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided , that , until so amended,
(i) such financial ratio, basket, covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial
statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such financial ratio, basket, covenant or requirement made before and after giving effect to
such change in GAAP.

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Without limiting the foregoing, all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each
case to the extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in
effect on December 31, 2015.
 (c) Certain Calculations . Notwithstanding anything to the contrary herein, with
respect to determining the permissibility of the incurrence of any Indebtedness, the proceeds thereof shall be not counted as Unrestricted Cash for purposes of clause (a)(y) of the definition of Consolidated Leverage Ratio.

 SECTION 2
 AMOUNT AND
TERMS OF COMMITMENTS
 2.1. Commitments and Loans .

 (a) Subject to the terms and conditions hereof, each Lender severally agrees to make delayed draw term loans denominated in
Dollars (“ Term Loans ”) to the Borrower in up to three (3) draws from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding which, when added to the initial principal amount of
such Lender’s Term Loans, shall not exceed such Lender’s Commitment. The Borrower shall not request and no Lender shall be required to make any Term Loan if, after making such Term Loan, the aggregate principal amount of all the
outstanding Term Loans of all of the Lenders shall exceed the Total Commitments then in effect. Amounts borrowed under this Section 2.1(a) and repaid or prepaid may not be reborrowed. The failure of any Lender to make any
Term Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided , that , the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to
make Term Loans as required. The Term Loans may from time to time be Term SOFR Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2(a) and 2.18 ; provided ,
 that , any Borrowing made on the Closing Date shall be made as ABR Loans unless the Borrower delivers a funding indemnity letter, in form and substance satisfactory to the Administrative Agent, not less than three (3) Business Days prior
to the date of such Borrowing.
 (b) The Borrower shall repay all outstanding Term Loans on the earlier of the Maturity Date
and the date on which the Term Loans shall become due and payable in accordance with Section 7 .

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 (c) Subject to Section 2.15(b) , on the date(s)
specified in the applicable Incremental Term Loan Lender Joinder Agreement, each Incremental Term Lender party to such Incremental Term Loan Lender Joinder Agreement severally agrees to make a term loan to the Borrower in the amount of its
respective Incremental Term Commitment with respect to such Incremental Term Facility as set forth in such Incremental Term Loan Lender Joinder Agreement; provided , however , that, after giving effect to such advances, the outstanding
principal amount of such Incremental Term Loans shall not exceed the aggregate amount of the Incremental Term Commitments set forth in the applicable Incremental Term Loan Lender Joinder Agreement of the applicable Incremental Term Lenders. Each
Borrowing of Incremental Term Loans shall consist of Incremental Term Loans made simultaneously by the Incremental Term Lenders in accordance with their respective Incremental Term Commitments. Borrowings of Incremental Term Loans prepaid or repaid
may not be reborrowed. Incremental Term Loans may from time to time be Term SOFR Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2(a) and 2.18 .

 (d) The Borrower shall repay all outstanding Incremental Term Loans in the installments, on the dates and in the amounts set
forth in the applicable Incremental Term Loan Lender Joinder Agreement for the Incremental Term Facility under which such Incremental Term Loans were made and on the earlier of the applicable Incremental Term Loan Maturity Date and the date on which
such Incremental Term Loans shall become due and payable in accordance with Section 7 .
 2.2.
 Procedure for Borrowings .
 (a) The Borrower may borrow Loans on any Business Day during the Commitment
Period (or, in the case of Incremental Term Loans, on the date(s) and/or during the periods specified in the applicable Incremental Term Loan Lender Joinder Agreement); provided , that , the Borrower shall give the Administrative Agent
irrevocable notice, which may be given by (A) telephone or (B) a Borrowing Notice; provided , that , any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Borrowing Notice. Each such
Borrowing Notice must be received by the Administrative Agent (x) prior to 11:00 A.M., New York City time, two Business Days prior to the requested Borrowing Date, in the case of Term SOFR Loans or (y) prior to 11:00 A.M., New York City
time, on the requested Borrowing Date, in the case of ABR Loans, specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, and (iii) in the case of Term SOFR Loans, the respective amounts of each
such Type of Loan and the respective lengths of the initial Interest Period therefor. Each borrowing of Loans shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof (or, if the
remaining Commitments or applicable Incremental Term Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Term SOFR Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the remaining
Commitments or applicable Incremental Term Commitments are less than $1,000,000, such lesser amount). Upon receipt of any Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make
the amount of its pro rata share of each borrowing of Loans available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, New York City time on the Borrowing Date requested by the Borrower in funds
immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made
available in Dollars to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent or by wire transfer of such amounts to an account designated in writing by the Borrower to the Administrative Agent in
connection with the relevant borrowing.

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 (b) With respect to Term SOFR, the Administrative Agent will have the right
to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any
other party to this Agreement or any other Loan Document; provided , that , with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the
Lenders reasonably promptly after such amendment becomes effective.
 (c) After giving effect to all Borrowings and all
continuations of Loans as the same Type, there shall not be more than seven (7) Interest Periods in effect with respect to Loans.

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

 2.5. [Reserved] .

 2.6. [Reserved] .

 2.7. [Reserved] .

 2.8. [Reserved] .

 2.8A. [Reserved] .

 2.9. [Reserved] .

 2.10. [Reserved] .

 2.11. [Reserved] .

 2.12. [Reserved] .

 2.13. [Reserved] .

 2.13A. [Reserved] .

 2.14. Fees and Other Charges, etc .

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 (a) The Borrower agrees to pay to the Administrative Agent for the account
of each Lender, subject to adjustment as provided in Section 2.37 , a ticking fee for the period from and including the date that is sixty (60) days after the Closing Date to the last day of the Commitment Period,
computed at the Ticking Fee Rate on the actual daily amount of the unutilized Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the last Business Day of each March, June, September and December
and on the Commitment Termination Date.
 (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts
and on the dates previously agreed to in writing by the Borrower and the Administrative Agent (including, without limitation, pursuant to the Fee Letter).

 2.15 Optional Termination or Reduction of Commitments; Incremental Term Loans .

 (a) The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to
terminate the Commitments or any Incremental Term Commitments or, from time to time, to reduce the amount of the Commitments or any Incremental Term Commitments. Any such reduction shall be in an amount equal to $10,000,000, or an integral multiple
of $1,000,000 in excess thereof, and shall reduce permanently the Commitments or applicable Incremental Term Commitments, as applicable, then in effect.

 (b) Following the Closing Date, so long as no Default or Event of Default has occurred and is then continuing (both at the time
of such request and at the time such Incremental Term Facility is instituted), the Borrower may, from time to time, request the institution of an Incremental Term Facility. Upon such request, the Administrative Agent shall have the right to solicit
additional financial institutions to become Lenders for purposes of this Agreement, or to encourage any existing Lender to provide an Incremental Term Commitment; provided , that , (i) each Lender which is a party to this Agreement
prior to the institution of an Incremental Term Facility shall have the first option, and may elect, to fund its pro rata share of the amount of the requested Incremental Term Facility (or any such greater amount in the event that one or more
Lenders does not elect to fund its respective pro rata share of the requested Incremental Term Facility), but no Lender shall have any obligation to provide an Incremental Term Commitment with respect to such Incremental Term Facility;
(ii) in the event that it becomes necessary to include a new financial institution to fund the amount of the requested Incremental Term Facility, each such financial institution shall be reasonably acceptable to the Administrative Agent and the
Borrower (each such acceptance not to be unreasonably withheld) and each such financial institution shall become a Lender hereunder and agree to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and
conditions hereof, pursuant to an Incremental Term Loan Lender Joinder Agreement; (iii) the Administrative Agent shall not have any obligation to the Borrower or to any Lender to solicit additional financial institutions or to allocate any
portion of any Incremental Term Facility to any Lender pursuant to this Section 2.15(b) ; (iv) (A) the Incremental Term Loan Maturity Date for such Incremental Term Facility shall be as set forth in the Incremental Term
Loan Lender Joinder Agreement relating to such Incremental Term Facility; provided , that , such date shall not be earlier than the then-Latest Maturity Date; (B) the scheduled principal amortization payments under such Incremental
Term Facility shall be as set forth in the Incremental Term Loan Lender Joinder Agreement relating to such Incremental Term Facility;

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 provided , that , the Weighted Average Life to Maturity of the Incremental Term Loans made under such Incremental Term Facility shall not be shorter than the then-remaining Weighted
Average Life to Maturity of the Term Loans or any Incremental Term Loans under any then-existing Incremental Term Facility; and (C) all other terms of such Incremental Term Facility (other than as set forth in Sections 2.15(b)(iv)(A) and
 (B) above) shall be reasonably satisfactory to the Administrative Agent (it being understood and agreed that the following shall be reasonably satisfactory to the Administrative Agent: (x) covenants or other provisions applicable
only to periods after the then-Latest Maturity Date, (y) covenants or other provisions that are added for the benefit of the Administrative Agent and the Lenders under this Agreement and the other Loan Documents, and (z) to the extent
required by the lenders providing such Incremental Term Facility, customary “most-favored-nation” protection, call protection, and mandatory prepayments, in each case, which may be applicable solely with respect to such Incremental Term
Facility ( provided , that , to the extent any mandatory prepayment required in connection with the establishment of an Incremental Term Facility, such mandatory prepayment shall be applied ratably to all then-existing Incremental Term
Loans)); and (v) in no event shall the aggregate principal amount of all Incremental Term Facilities instituted under this Section 2.15(b) exceed $100,000,000. Schedule 1.1 shall be amended by the Administrative
Agent and the Borrower to reflect the establishment of an Incremental Term Facility pursuant to this Section 2.15(b) and to include thereon any Person that becomes a Lender pursuant to this
 Section 2.15(b) , and the Administrative Agent shall deliver to the Lenders and the Borrower copies of such Schedule 1.1 .

 2.16 Optional Prepayments . The Borrower may, upon delivery of a Notice of Loan Prepayment to the Administrative Agent, at
any time and from time to time prepay the Loans, in whole or in part, without premium or penalty; provided , that , such Notice of Loan Prepayment must be received by the Administrative Agent not later than 11:00 A.M., New York City
time, two Business Days prior to the date of prepayment, in the case of Term SOFR Loans, and not later than 11:00 A.M., New York City time, one Business Day prior to the date of prepayment, in the case of ABR Loans. Each such Notice of Loan
Prepayment shall specify the date and amount of prepayment and whether the prepayment is of Term SOFR Loans or ABR Loans; provided , that , if a Term SOFR Loan is prepaid on any day other than the last day of the Interest Period
applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.26 . Upon receipt of any Notice of Loan Prepayment, the Administrative Agent shall promptly notify each relevant Lender thereof. If any
Notice of Loan Prepayment is given, the amount specified in such Notice of Loan Prepayment shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall
be in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof.
 2.17
 [Reserved] .
 2.18. Conversion and Continuation Options .

 (a) The Borrower may elect from time to time to convert (i) Term SOFR Loans to ABR Loans by giving the Administrative
Agent irrevocable notice of such election not later than 11:00 A.M., New York City time, one Business Day prior to the date of conversion; provided , that , any such conversion of Term SOFR Loans may only be made on the last day of an
Interest Period with respect thereto and (ii) ABR Loans to Term SOFR Loans by giving the Administrative Agent

 33

irrevocable notice of such election (which shall specify the length of the initial Interest Period therefor) not later than 11:00 A.M., New York City time, two Business Days prior to the date of
conversion, which notice, in each case of clause (i) and (ii), may be given by (A) telephone or (B) a Conversion/Continuation Notice; provided , that , any telephonic notice must be confirmed promptly by delivery to the
Administrative Agent of Conversion/Continuation Notice. No ABR Loan may be converted into a Term SOFR Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined in its or their
sole discretion not to permit such conversions. Upon receipt of any such Conversion/Continuation Notice the Administrative Agent shall promptly notify each relevant Lender thereof.

 (b) Any Term SOFR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by
the Borrower giving irrevocable notice to the Administrative Agent (which notice may be given by (i) telephone or (ii) a Conversion/Continuation Notice; provided , that , any telephonic notice must be confirmed promptly by
delivery to the Administrative Agent of a Conversion/Continuation Notice), in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1 , of the length of the next Interest
Period to be applicable to such Loans; provided , that , no Term SOFR Loan may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its
or their sole discretion not to permit such continuations; provided , further , that , if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to
the preceding proviso any such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any Conversion/Continuation Notice, the Administrative Agent shall promptly notify each
relevant Lender thereof.
 2.19. Limitations on Interest Periods . Notwithstanding anything to the contrary in this
Agreement, all borrowings, conversions and continuations of Term SOFR Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that no more than seven (7) Interest Periods shall be
outstanding at any one time.
 2.20. Interest Rates and Payment Dates .

 (a) Each Term SOFR Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum
equal to Term SOFR determined for such Interest Period, plus the Term SOFR Applicable Margin.
 (b) Each ABR Loan
shall bear interest at a rate per annum equal to the ABR determined for such date, plus the ABR Applicable Margin.

 (c) [Reserved].

 (d) (i) If all or a portion of the principal amount of any Loan shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section 2.20
 plus 2%, and (ii) if all or a portion of any interest payable on any Loan or any ticking fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount
shall bear interest at a rate per annum equal to the rate then applicable to ABR Loans plus 2%, in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until
such amount is paid in full (as well after as before jud…