BADGER METER INC

EX-1 · bmi-ex1.htm

EX-1
 2
 bmi-ex1.htm
 EX-1

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 SECOND AMENDMENT TO CREDIT AGREEMENT
 This SECOND AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”) is dated as of June 5, 2026 (the “ Second Amendment Effective Date ”) and is by and among BADGER METER, INC., a Wisconsin corporation (the “ Company ”), the Lenders party hereto, and BMO BANK N.A. (formerly known as BMO Harris Bank N.A.), as Administrative Agent.
 Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Existing Credit Agreement referred to below or the Amended Credit Agreement referred to below, as applicable.
 W I T N E S S E T H :
 WHEREAS, the Company, the Lenders party thereto, and BMO BANK N.A., as Administrative Agent, an Issuing Bank and the Swingline Lender, are parties to that certain Credit Agreement dated as of July 8, 2021, as amended by the First Amendment to Credit Agreement dated as of January 20, 2023 (as so amended, the “ Existing Credit Agreement ”); and
 WHEREAS, the Company, the Administrative Agent and the Lenders wish to amend the Existing Credit Agreement on the terms and conditions set forth herein.
 NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
 1. Amendments to Existing Credit Agreement . On the Second Amendment Effective Date, the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text or stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text or double-underlined text ) as set forth in a conformed copy of the Existing Credit Agreement attached as Annex A hereto (the credit agreement attached hereto as Annex A being referred to herein as the “ Amended Credit Agreement ”).

 2. Representations and Warranties . The Company hereby represents and warrants to the Lenders on the Second Amendment Effective Date that:

 (a) The execution, delivery and performance by the Company of this Amendment and performance by the Company of the Amended Credit Agreement, and the consummation of the transactions contemplated hereby, are within the Company’s corporate or other organizational powers, have been duly authorized by all necessary corporate or other legal entity action, and do not contravene (i) the Company’s charter or by-laws or other organizational documents or (ii) law or any material contractual restriction binding on the Company.

 (b) This Amendment has been duly executed and delivered by a duly authorized officer of the Company.

 (c) This Amendment is the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors rights generally or by equitable principles.

  

  

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 (d) Both immediately before and immediately after giving effect to this Amendment, the representations and warranties of the Borrowers set forth in the Amended Credit Agreement (other than the representations and warranties contained in Section 3.05, which representations and warranties shall apply only to the financial statements most recently delivered pursuant to Section 5.08) shall be true and correct in all material respects (provided that any representation or warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the Second Amendment Effective Date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

 (e) Immediately before and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

 3. Effectiveness . This Amendment shall become effective, and the Second Amendment Effective Date shall be deemed to have occurred, upon the receipt by the Administrative Agent of the following:

 (a) counterparts of this Amendment duly executed by the Company, each Lender, the Administrative Agent, the Issuing Banks and the Swingline Lender;

 (b) a Certificate of the Secretary or an Assistant Secretary of the Company certifying

 (i) that there have been no changes in the Certificate of Incorporation or other charter document of the Company, as attached thereto and as certified as of a recent date by the Wisconsin Department of Financial Institutions since the date of the certification thereof by such authority, (ii) the By-Laws or other applicable organizational document, as attached thereto, of the Company as in effect on the date of such certification, (iii) resolutions of the Board of Directors or other governing body of the Company authorizing the execution, delivery and performance of each Loan Document to which it is a party, and (iv) the names and true signatures of the incumbent officers of the Company authorized to sign the Loan Documents to which it is a party, and authorized to request Borrowings and/or the issuance of a Letter of Credit under the Amended Credit Agreement; and
 (c) a Certificate of Status for the Company from the Wisconsin Department of Financial Institutions.

 4. References, Effect, Etc . Upon the effectiveness of this Amendment, each reference to the Existing Credit Agreement in the Existing Credit Agreement or any other Loan Document shall mean and be a reference to the Amended Credit Agreement. Except as expressly amended hereby, the Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. For the avoidance of doubt, this Amendment constitutes a Loan Document.

 5. No Waiver . The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of or consent under any provision of the Existing Credit Agreement, the Amended Credit Agreement or any other Loan Documents executed and/or delivered in connection therewith.

 6. Severability . Wherever possible, each provision of this Amendment shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment.

 7. Counterparts . This Amendment may be executed in any number of counterparts (and by the different parties hereto on separate counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed signature page of this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed

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 counterpart hereof.

 8. Governing Law . This Amendment shall be construed in accordance with and governed by the law of the State of Wisconsin, excluding conflict of law principles providing for the application of the laws of any other jurisdiction.

 9. Headings . Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

 [ Signature Pages Follow ]
  

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 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized signatories to execute and deliver this Amendment as of the date first above written.
  

 BADGER METER, INC., as the Company

  

  

 By:  /s/ Daniel R. Weltzien

  

 Name: Daniel R. Weltzien

  

 Title: Vice President - Chief Financial Officer and Treasurer

  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 BADGER METER , IN C.
 SECOND AMENDMENT TO CREDIT AGREEMENT SIGNATURE PAGE

  

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 BMO BANK N.A., as a Lender, the Administrative Agent, an Issuing Bank and the Swingline Lender

  

  

 By:  /s/ Arthur Martinez

  

 Name: Arthur Martinez

  

 Title: Vice President

  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 BADGER METER , IN C.
 SECOND AMENDMENT TO CREDIT AGREEMENT SIGNATURE PAGE

  

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 Annex A
 Amended Credit Agreement
 See attached.

  

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 As Amended by First Amendment dated as of January 20, 2023 Second Amendment dated as of June 5, 2026
  
  
  
 CREDIT AGREEMENT
 dated as of July 8, 2021 among
 BADGER METER, INC.
 The Subsidiary Borrowers From Time to Time Party Hereto The Lenders Party Hereto
 and
 BMO HARRIS BANK N.A.,
 as Administrative Lender, an Issuing Lender Bank and the Swingline Lender
  
  
 ***
  
 BMO CAPITAL MARKETS,
 as Sole Lead Arranger and Sole Bookrunner
  
  

  

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 TABLE OF CONTENTS
 Page
 ARTICLE I	DEFINITIONS_________________________________________________________1
 SECTION 1.01.	Defined Terms____________________________________________ 1
 SECTION 1.02.	Classification of Loans and Borrowings_______________________ 35
 SECTION 1.03.	Terms Generally__________________________________________35
 SECTION 1.04.	Accounting Terms; GAAP__________________________________35
 SECTION 1.05.	Interest Rates____________________________________________ 36
 SECTION 1.06.	Certain Calculations_______________________________________37
 SECTION 1.07.	Divisions_______________________________________________ 37
 SECTION 1.08.	Leverage Ratios__________________________________________37
 ARTICLE II	THE CREDITS________________________________________________ 37
 SECTION 2.01.	Commitments___________________________________________ 37
 SECTION 2.02.	Loans and Borrowings____________________________________ 37
 SECTION 2.03.	Requests for Revolving Borrowings__________________________38
 SECTION 2.04.	Determination of Dollar Amounts___________________________ 39
 SECTION 2.05.	Swingline Loans_________________________________________ 39
 SECTION 2.06.	Letters of Credit_________________________________________ 41
 SECTION 2.07.	Funding of Borrowings____________________________________46
 SECTION 2.08.	Interest Elections_________________________________________47
 SECTION 2.09.	Termination and Reduction of Commitments___________________49
 SECTION 2.10.	Repayment of Loans; Evidence of Debt_______________________50
 SECTION 2.11.	Prepayment of Loans_____________________________________ 50
 SECTION 2.12.	Fees___________________________________________________51
 SECTION 2.13.	Interest	________________________________________________ 52
 SECTION 2.14.	Alternate Rate of Interest__________________________________ 53
 SECTION 2.15.	Increased Costs__________________________________________55
 SECTION 2.16.	Break Funding Payments__________________________________ 57
 SECTION 2.17.	Taxes__________________________________________________57
 SECTION 2.18.	Payments Generally; Pro Rata Treatment; Sharing of
 Set-offs________________________________________________ 62
 SECTION 2.19.	Mitigation Obligations; Replacement of Lenders________________63

  

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 Table of Contents (continued)
 Page
 SECTION 2.20.	Expansion Option________________________________________ 65
 SECTION 2.21.	Market Disruption________________________________________66
 SECTION 2.22.	Judgment Currency_______________________________________67
 SECTION 2.23.	Designation of Subsidiary Borrowers_________________________67
 SECTION 2.24.	Defaulting Lenders_______________________________________68
 SECTION 2.25.	Extension of Maturity Date________________________________ 70
 SECTION 2.26.	Effect of Benchmark Transition Event________________________72
 SECTION 2.27.	Use of Proceeds_________________________________________ 74
 ARTICLE III	REPRESENTATIONS AND WARRANTIES________________________74
 SECTION 3.01.	Existence, Etc___________________________________________74
 SECTION 3.02.	Power and Authority_____________________________________ 74
 SECTION 3.03.	No Contravention________________________________________74
 SECTION 3.04.	Execution, Delivery and Enforceability_______________________74
 SECTION 3.05.	Financial Statements______________________________________75
 SECTION 3.06.	Litigation_______________________________________________75
 SECTION 3.07.	Margin Stock____________________________________________75
 SECTION 3.08.	Investment Company_____________________________________ 75
 SECTION 3.09.	Anti-Corruption Laws and Sanctions_________________________75
 SECTION 3.10.	Affected Financial Institution_______________________________76
 SECTION 3.11.	Beneficial Ownership Certifications_________________________ 76
 ARTICLE IV	CONDITIONS________________________________________________ 76
 SECTION 4.01.	Effective Date___________________________________________76
 SECTION 4.02.	Each Credit Event________________________________________77
 SECTION 4.03.	Designation of a Subsidiary Borrower________________________77
 ARTICLE V	AFFIRMATIVE COVENANTS___________________________________78
 SECTION 5.01.	Compliance with Laws, Etc________________________________ 78
 SECTION 5.02.	Payment of Taxes, Etc____________________________________ 78
 SECTION 5.03.	Maintenance of Insurance__________________________________78
 SECTION 5.04.	Preservation of Corporate Existence, Etc______________________79
 SECTION 5.05.	Visitation Rights_________________________________________79

  

  

 Table of Contents (continued)
 Page
 SECTION 5.06.	Keeping of Books________________________________________79
 SECTION 5.07.	Maintenance of Properties, Etc______________________________79
 SECTION 5.08.	Reporting Requirements___________________________________79
 ARTICLE VI	NEGATIVE COVENANTS______________________________________ 81
 SECTION 6.01.	Debt__________________________________________________ 81
 SECTION 6.02.	Liens, Etc______________________________________________ 82
 SECTION 6.03.	Mergers, Etc____________________________________________84
 SECTION 6.04.	Accounting Changes_____________________________________ 84
 SECTION 6.05.	Financial Covenants______________________________________84
 SECTION 6.06.	OFAC and Anti-Corruption Laws___________________________ 85
 SECTION 6.07.	Restricted Payments______________________________________85
 SECTION 6.08.	Acquisitions____________________________________________ 86
 ARTICLE VII	EVENTS OF DEFAULT________________________________________ 86
 ARTICLE VIII	THE ADMINISTRATIVE AGENT________________________________88
 SECTION 8.01.	Authorization and Action__________________________________88
 SECTION 8.02.	Administrative Agent’s Reliance, Indemnification, Etc__________ 91
 SECTION 8.03.	Posting of Communications________________________________92
 SECTION 8.04.	The Administrative Agent Individually_______________________93
 SECTION 8.05.	Successor Administrative Agent____________________________ 93
 SECTION 8.06.	Acknowledgements of Lenders and Issuing Banks______________ 94
 SECTION 8.07.	Certain ERISA Matters____________________________________94
 ARTICLE IX	MISCELLANEOUS____________________________________________ 96
 SECTION 9.01.	Notices________________________________________________96
 SECTION 9.02.	Waivers; Amendments____________________________________97
 SECTION 9.03.	Expenses; Indemnity; Damage Waiver_______________________ 99
 SECTION 9.04.	Successors and Assigns___________________________________ 100
 SECTION 9.05.	Survival________________________________________________105
 SECTION 9.06.	Counterparts; Integration; Effectiveness; Electronic
 Execution______________________________________________ 106
 SECTION 9.07.	Severability_____________________________________________106

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 Table of Contents (continued)
 Page
 SECTION 9.08.	Right of Setoff__________________________________________ 106
 SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process________107
 SECTION 9.10.	WAIVER OF JURY TRIAL_______________________________ 108
 SECTION 9.11.	Headings_______________________________________________108
 SECTION 9.12.	Confidentiality__________________________________________ 108
 SECTION 9.13.	USA PATRIOT Act______________________________________110
 SECTION 9.14.	Interest Rate Limitation___________________________________110
 SECTION 9.15.	No Advisory or Fiduciary Responsibility_____________________ 110
 SECTION 9.16.	Acknowledgement and Consent to Bail-In of Affected
 Financial Institutions_____________________________________ 111
 SECTION 9.17.	Acknowledgement Regarding Any Supported OFCs____________ 112
 ARTICLE X	COMPANY GUARANTEE______________________________________112

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 Table of Contents (continued)
 Page
 SCHEDULES :
  
 Schedule 2.01 --	Commitments
 Schedule 2.05 --	Swingline Sublimits Schedule 6.01 --	List of Existing Debt Schedule 6.02 --	List of Existing Liens
 EXHIBITS :
 Exhibit A --	Form of Assignment and Assumption Exhibit B-1 --	Form of Opinion of Foley & Lardner LLP
 Exhibit B-2 --	Form of Opinion of General Counsel of the Company Exhibit C-1 --	Form of Increasing Lender Supplement
 Exhibit C-2 --	Form of Augmenting Lender Supplement Exhibit D --	Form of Revolving Credit Note
 Exhibit E --	List of Closing Documents
 Exhibit F-1 --	Form of Borrowing Subsidiary Agreement Exhibit F-2 --	Form of Borrowing Subsidiary Termination Exhibit G-1 --	Form of Borrowing Request
 Exhibit G-2 --	Form of Interest Election Request
 Exhibits H-1-4 --	Form of U.S. Tax Compliance Certificates
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  

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 CREDIT AGREEMENT (this “ Agreement ”) dated as of July 8, 2021 among BADGER METER, INC., a Wisconsin corporation, the SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, and BMO HARRIS BANK N.A., as Administrative Agent.
 WHEREAS, the Company has requested that the Lenders extend credit in the aggregate amount not to exceed $150,000,000, and the Lenders have agreed to extend credit to the Company and the Subsidiary Borrowers upon the terms and conditions set forth in this Agreement.
 NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein, the receipt and sufficiency of all such consideration being hereby acknowledged, the parties agree as follows:
 ARTICLE I
 Definitions
 SECTION 1.01. Defined Terms . As used in this Agreement, the following terms have the meanings specified below:
 “ ABR ”, when used in reference to any Loan or Borrowing, refers to such Loan, or the Loans comprising such Borrowing, bearing interest at a rate determined by reference to the Alternate Base Rate.
 “ Acquisition ” means, with respect to any Person, the purchase or other acquisition by such Person, by any means whatsoever (including by merger, amalgamation or consolidation (where the Company or any of its Subsidiaries is ultimately the surviving or continuing entity), devise, bequest, gift, through a dividend or otherwise), of (a) stock of, or other equity securities of, any other Person if, immediately thereafter, such other Person would be a Subsidiary of such Person, (b) any business, going concern or division or segment of any other Person, or (c) the property of any other Person other than in the ordinary course of business, provided, however, that no acquisition of substantially all of the assets of such other Person shall be deemed to be in the ordinary course of business. “Acquired” shall have a correlative meaning. Notwithstanding the foregoing, “Acquisition” shall not include any transaction or series of related transactions solely among the Company and/or one or more of its Subsidiaries.
 “ Acquisition-Related Incremental Loans ” has the meaning assigned to such term in
 Section 2.20.
 “ Additional Commitment Lender ” has the meaning assigned to such term in
 Section 2.25(d).
 “ Adjusted Daily Simple RFR ” means, (i) with respect to any RFR Borrowing denominated in Pounds Sterling, an interest rate per annum equal to the Daily Simple RFR for Pounds Sterling and (ii) with respect to any RFR Borrowing denominated in Dollars, an interest rate per annum equal to (a) the Daily Simple RFR for Dollars , plus (b) 0.10% ; provided that if the Adjusted Daily Simple RFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement and the other Loan Documents.
 “ Adjusted EURIBO Rate ” means, with respect to any Term Benchmark Borrowing denominated in euro for any Interest Period, an interest rate per annum equal to (i) the EURIBO Rate for such Interest Period multiplied by (ii) the Statutory Reserve Rate; provided that if the Adjusted EURIBO

  

  

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 Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement and the other Loan Documents.
 “ Adjusted Term SOFR ” means, with respect to any Term Benchmark Borrowing denominated in Dollars for any Interest Period, the per annum rate equal to the sum of (i) Term SOFR for such Interest Period plus (ii) 0.10% (ten basis points); provided that if Adjusted Term SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for purposes of this Agreement and the other Loan Documents.
 “ Administrative Agent ” means BMO Harris (including its branches and affiliates) in its capacity as administrative agent for the Lenders hereunder, and any successor administrative agent arising under Section 9.04.
 “ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
 “ Affected Financial Institution ” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
 “ Affiliate ” means, as to any Person at any date, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person as of such date. For purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise.
 “ Aggregate Commitment ” means the aggregate of the Commitments of all of the Lenders, as reduced or increased from time to time pursuant to the terms and conditions hereof. As of the Second Amendment Effective Date, the Aggregate Commitment is $150,000,000.
 “ Agreed Currencies ” means with respect to (a) Revolving Loans, Agreed Loan Currencies and (b) Letters of Credit, Agreed LC Currencies.
 “ Agreed LC Currencies ” means (a) the Agreed Loan Currencies and (b) any other currency that is (i) readily available and freely transferable and convertible into Dollars and (ii) agreed to by the Company, the Administrative Agent and the relevant Issuing Bank.
 “ Agreed Loan Currencies ” means (i) Dollars, (ii) up to $50,000,000 in Dollar Amount of euros, (iii) up to $30,000,000 in Dollar Amount of Pounds Sterling and (iv) and up to an aggregate Dollar Amount to be agreed upon by the Administrative Agent and each of the Lenders of any other currency that is (A) a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars and (B) agreed to by the Administrative Agent and each of the Lenders.
 “ Agreement ” has the meaning specified in the introductory paragraph.
 “ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of
 (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and
 (c) the Adjusted Term SOFR for a one month Interest Period in Dollars on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that for the purpose of this definition, the Adjusted Term SOFR for any day shall be based on the Term SOFR at approximately 5:00 a.m., Chicago time, on such day (or any amended publication time for the Term SOFR Reference

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 Rate, as specified by the Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR , respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 and/or Section 2.26 hereof (for the avoidance of doubt, only until the alternate rate of interest or Benchmark Replacement, as applicable, has become effective pursuant to Section 2.14(c) and/or Section 2.26, as applicable), then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as so determined would be less than 0.00%, such rate shall be deemed to be 0.00% for purposes of this Agreement.
 “ Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to the Company and its affiliated companies concerning or relating to bribery or corruption.
 “ Applicable LC Sublimit ” means, with respect to BMO Harris in its capacity as an Issuing Bank under this Agreement $25,000,000 and, with respect to any other Person that becomes an Issuing Bank pursuant to the terms of this Agreement, such amount as agreed to in writing by the Company, the Administrative Agent and such Person at the time such Person becomes an Issuing Bank pursuant to the terms of the Agreement, in each case as such amount may be decreased or increased from time to time with the written consent of the Company, the Administrative Agent and the applicable Issuing Bank.
 “ Applicable Parties ” has the meaning assigned to such term in Section 8.03(c). “ Applicable Percentage ” means, with respect to any Lender, the percentage of the
 Aggregate Commitment represented by such Lender’s Commitment; provided that, in the case of
 Section 2.24 when a Defaulting Lender shall exist, “Applicable Percentage” shall mean the percentage of the Aggregate Commitment (disregarding any Defaulting Lender’s Commitment) represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination.
 “ Applicable Rate ” means, for any day, with respect to any Term Benchmark Loan, any ABR Loan, any RFR Loan, any CBR Loan or with respect to the undrawn fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Term Benchmark Spread”, “ABR Spread”, RFR Spread”, “CBR Spread” or “Undrawn Fee Rate”, as the case may be, based upon the Pricing Level applicable on such date:
  

 Pricing Level

 Undrawn Fee Rate

 Term Benchmark Spread

 RFR Spread

 CBR Spread

 ABR Spread

 Level 1

 0.05%

 0.875%

 0.875%

 0.875%

 0%

 Level I 2

 0.05%

 1.000%

 1.000%

 1.000%

 0%

 Level II 3

 0.05%

 1.125%

 1.125%

 1.125%

 0.125%

 Level III 4

 0.05%

 1.250%

 1.250%

 1.250%

 0.250%

  
 Leverage Level Determination

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 Leverage Level

 Consolidated Net Debt to EBITDA Ratio

 Level 1

 ≤ 1.00 0.50 to 1.00

 Level 2

  

 > 0.500 to 1.00 but ≤ 1.00 to

 1.00

 Level 2 3

 > 1.00 to 1.00 but
 ≤ 2.00 to 1.00

 Level 3 4

 > 2.00 to 1.00

  
 If at any time the Company fails to deliver the quarterly or annual financial statements or compliance certificates required under Section 5.08 on or before the date such statements or certificates are due, Leverage Level 3 4 shall be deemed applicable for the period commencing three (3) Business Days after such required date of delivery and ending on the date which is three (3) Business Days after such statements or certificates are actually delivered, after which the Leverage Level shall be determined in accordance with this definition.
 Except as otherwise provided in the paragraph below, adjustments, if any, to the Leverage Level then in effect shall be effective three (3) Business Days after the Administrative Agent has received the applicable financial statements and certificates (it being understood and agreed that each change in Leverage Level shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change).
 Notwithstanding anything to the contrary set forth in this definition, Leverage Level 1 shall be deemed to be applicable until the Administrative Agent’s receipt of the applicable financial statements for the Company’s first full fiscal quarter ending after the date of this Agreement and adjustments to the Leverage Level then in effect shall thereafter be effected in accordance with the terms of this definition.
 “ Approved Electronic Platform ” has the meaning assigned to it in Section 8.03(a) . “ Approved Fund ” has the meaning assigned to such term in Section 9.04.
 “ Approved Jurisdiction ” means Austria, Germany, the United Kingdom and the United
 States.
 “ Arranger ” means BMO Capital Markets in its capacity as a sole bookrunner and sole lead arranger hereunder.
 “ Assignment and Assumption ” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.
 “ Augmenting Lender ” is defined in Section 2.20.
 “ Availability Period ” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.

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 “ Available Tenor ” means, as of any date of determination and with respect to the then-current Benchmark for any Agreed Loan Currency, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.26(e) .
 “ Average Life ” means, as of any date of determination, with respect to any Debt, the quotient obtained by dividing (a) the sum of the products of (i) the number of years from the date of determination to the dates of each successive scheduled principal payment (including any sinking fund or mandatory redemption payment requirements) of such Debt multiplied by (ii) the amount of such principal payment by (b) the sum of all such principal payments.
 “ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
 “ Bail-In Legislation ” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
 “ Bail-In Lender ” is defined in Section 2.19(b) .
 “ Bankruptcy Code ” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101,
 et seq.).
 “ Bankruptcy Event ” means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action for the purpose of effecting, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person 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 permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.
 “ Benchmark ” means for any Agreed Currency, initially, the Relevant Rate for such Agreed Currency; provided that if a Benchmark Transition Event, Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for such Agreed Currency,

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 then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.26(a) .
 “ Benchmark Replacement ” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of an Early Opt-in Election or Other Benchmark Rate Election or any Loan denominated in an Agreed Currency other than Dollars, “Benchmark Replacement” shall mean the alternative set forth in (2) below:
 (1) the sum of: (a) Daily Simple SOFR and (b) 0.10% (10 basis points) ; or

 (2) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Company as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in the applicable Agreed Currency at such time in the United States and (b) the related Benchmark Replacement Adjustment.

 If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
 “ Benchmark Replacement Adjustment ” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Administrative Agent and the Company for the applicable Corresponding Tenor giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Agreed Currency at such time.
 “ Benchmark Replacement Date ” means the earliest to occur of the following events with respect to the then-current Benchmark:
 (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);

 (2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein; or

 (3) in the case of an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, the 6th Business Day after the date notice of such Early Opt-in Election or Other Benchmark Rate Election, as applicable, is provided to the Lenders (and the Company), so long as the Administrative Agent has not received, by 5:00 p.m. (Chicago

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 time) on the 5th Business Day after the date notice of such Early Opt-in Election or Other Benchmark Rate Election, as applicable, is provided to the Lenders, written notice of objection to such Early Opt-in Election or Other Benchmark Rate Election, as applicable, from Lenders comprising the Required Lenders.
 For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
 “ Benchmark Transition Event ” means the occurrence of one or more of the following events with respect to the then-current Benchmark:
 (1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely as of a specific date; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

 (2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board, the NYFRB, the Term SOFR Administrator, the central bank for the Agreed Currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely as of a specific date, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof) or

 (3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative.

 For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
 “ Benchmark Unavailability Period ” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.26

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 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.26 .
 “ Beneficial Ownership Certification ” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.
 “ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230.
 “ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
 “ BHC Act Affiliate ” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
 “ BMO Harris ” means BMO Harris Bank N.A. (including its branches and affiliates), and any successor or assign.
 “ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.
 “ Borrower ” means the Company or any Subsidiary Borrower.
 “ Borrowing ” means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Term Benchmark Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.
 “ Borrowing Request ” means a request by any Borrower for a Revolving Borrowing in accordance with Section 2.03 in substantially the form attached hereto as Exhibit G-1 or such other form as the Administrative Agent may approve from time to time.
 “ Borrowing Subsidiary Agreement ” means a Borrowing Subsidiary Agreement substantially in the form of Exhibit F-1 .
 “ Borrowing Subsidiary Termination ” means a Borrowing Subsidiary Termination substantially in the form of Exhibit F-2 .
 “ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in Milwaukee, Wisconsin are authorized or required by law to remain closed; provided that, in addition to the foregoing, a Business Day shall (i) in relation to Loans denominated in euro and in relation to the calculation or computation of the EURIBO Rate, also be a TARGET2 Day, (ii) in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings in the applicable Agreed Currency of such RFR Loan, also be an RFR Business Day, (iii) in relation to Loans referencing the Adjusted Term SOFR Rate and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the Adjusted Term SOFR Rate or any other dealings of such Loans referencing the Adjusted Term SOFR Rate, also be a U.S. Government Securities Business Day and (iv) in relation to Term Benchmark Loans or Letters of Credit denominated in a Foreign Currency other than euro, also be a day on which banks are

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 open for dealings in deposits in such Foreign Currency in the interbank market in the principal financial center of the country whose lawful currency is such Foreign Currency.
 “ Cash Management Agreement ” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.
 “ CBR Loan ” means a Loan that bears interest at a rate determined by reference to the Central Bank Rate.
 “ Central Bank Rate ” means the greater of (i)(A) for any Loan denominated in (a) Pounds Sterling, the Bank of England (or any successor thereto)’s “Bank Rate” as published by the Bank of England (or any successor thereto) from time to time, (b) euro, one of the following three rates as may be selected by the Administrative Agent reasonably and in good faith: (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time and (c) any other Foreign Currency determined after the Effective Date, a central bank rate as determined by the Administrative Agent in its reasonable good faith discretion; plus (B) the applicable Central Bank Rate Adjustment, and (ii) the Floor.
 “ Central Bank Rate Adjustment ” means, for any day, for any Loan denominated in
 (a) Pounds Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the Adjusted Daily Simple RFR for Pounds Sterling Borrowings for the last five (5) RFR Business Days for which the Adjusted Daily Simple RFR for Pounds Sterling Borrowings was available (excluding the highest level from such series of days and the lowest level from such series of days) minus (ii) the Central Bank Rate in respect of Pounds Sterling in effect on the last RFR Business Day in such period, (b) euro, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the Adjusted EURIBO Rate for the last five
 (5) Business Days for which the EURIBO Screen Rate was available (excluding the highest level from such series of days and the lowest level from such series of days) minus (ii) the Central Bank Rate in respect of euro in effect on the last Business Day in such period and (c) any other Foreign Currency determined after the Effective Date, an adjustment as determined by the Administrative Agent in its reasonable good faith discretion designed to represent the reserve ratio or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Loans.

 For purposes of this definition, (x) the term Central Bank Rate shall be determined disregarding clause (i)(B) of the definition of such term, and (y) the Adjusted EURIBO Rate on any day shall be based on the EURIBO Rate on such day at approximately the time referred to in the definition of such term for deposits in euros for a maturity of one month.
 “ Change in Law ” means the occurrence, after the Second Amendment Effective Date (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application

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 thereof by any Governmental Authority, or (c) the making or issuance of any request, rule, guideline, requirement or directive (whether or not having the force of law) by any Governmental Authority; provided however , that notwithstanding anything herein to the contrary, except to the extent they are merely proposed and not in effect, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and 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 Law” regardless of the date enacted, adopted, issued or implemented.
 “ Charges ” has the meaning assigned to such term in Section 9.14.
 “ Class ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans.
 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time. “ Combination ” has the meaning assigned to such term in Section 2.09(c). “ Combined Lender ” has the meaning assigned to such term in Section 2.09(c).
 “ Commitment ” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced or terminated from time to time pursuant to Section 2.09 , (b) increased from time to time pursuant to Section 2.20 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01 , or in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70) of the Wisconsin Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C) or other documentation contemplated hereby pursuant to which such Lender shall have assumed its Commitment, as applicable.
 “ Communications ” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the Issuing Bank by means of electronic communications pursuant to Section 8.03(c), including through an Approved Electronic Platform.
 “ Company ” means Badger Meter, Inc., a Wisconsin corporation. “ Computation Date ” is defined in Section 2.04.
 “ Conforming Changes ” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Alternate Base Rate”, the definition of “Business Day,” the definition of “Interest Period,” the definition of “RFR Business Day”, the definition of “U.S. Government Securities Business Day”, the timing and frequency of determining rates and making payments of interest, the timing of borrowing requests or prepayment, conversion or continuation notices, the length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the

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 Administrative Agent, in consultation with the Company, reasonably and in good faith decides may be appropriate to reflect the adoption and implementation of any such rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent reasonably and in good faith decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent reasonably and in good faith determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent, in consultation with the Company, decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
 “ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
 “ Consolidated ” refers to the consolidation of accounts in accordance with GAAP. “ Consolidated Net Debt to EBITDA Ratio ” is defined in Section 6.05(a). “ Corresponding Tenor ” with respect to any Available Tenor means, as applicable, either
 a tenor (including overnight) or an interest payment period having approximately the same length
 (disregarding business day adjustment) as such Available Tenor. “ Country Risk Event ” means:
 (i) any law, action or failure to act by any Governmental Authority in any

 Borrower’s or Letter of Credit beneficiary’s country which has the effect of:
 (a) changing the obligations of any Issuing Bank or the Lenders under the relevant Letter of Credit, the Agreement or any of the other Loan Documents as originally agreed or otherwise creating any additional liability, cost or expense to the Issuing Banks, the Lenders or the Administrative Agent from that which exists on the Second Amendment Effective Date,

 (b) changing the ownership or control by such Borrower or Letter of Credit beneficiary of its business, or

 (c) preventing or restricting the conversion into or transfer of the applicable Agreed Currency;

 (ii) force majeure; or

 (iii) any similar event

 which, in relation to (i), (ii) and (iii), directly or indirectly, prevents or restricts the payment or transfer of any amounts owing under the relevant Letter of Credit in the applicable Agreed Currency into an account designated by the Administrative Agent or such Issuing Bank and freely available to the Administrative Agent or such Issuing Bank.
 “ Covered Entity ” means any of the following:
 (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

  

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 (i) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

 (ii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12

 “ Covered Party ” has the meaning assigned to it in Section 9.17.
 “ Credit Event ” means a Borrowing, the issuance or extension of a Letter of Credit, the amendment of a Letter of Credit that increases the face amount thereof, an LC Disbursement or any of the foregoing.
 “ Credit Party ” means the Administrative Agent, the Issuing Banks, the Swingline Lender or any other Lender.
 “ Daily Simple SOFR ” means, for any day (a “ SOFR Rate Day ”), a rate per annum equal to SOFR for the day that is five (5) RFR Business Days prior to (i) if such SOFR Rate Day is an RFR Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Company.
 “ Daily Simple RFR ” means, for any day (an “ RFR Interest Day ”), an interest rate per annum equal to, for any RFR Loan denominated in (i) Pounds Sterling, SONIA for the day that is five (5) RFR Business Days prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR Interest Day or (B) if such RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Interest Day, and (ii) Dollars, Daily Simple SOFR. Any change in the Daily Simple RFR due to a change in the applicable RFR shall be effective from and including the effective date of such change in the RFR without notice to the Company.
 “ Debt ” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than (i) trade and similar accounts payables that do not constitute “Debt” under any other clause in this definition, (ii) accrued expenses arising in the ordinary course of business, employee compensation and pension obligations and other obligations arising from employee benefit agreements and programs, (iii) earn-outs and holdbacks and (iv) customer advances), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as capital leases finance leases (excluding, for the avoidance of doubt, obligations under operating leases that are capitalized on the balance sheet by virtue of FASB Accounting Standards Update (ASU) No. 2016-02 Leases (Topic 840) (or any successor standard thereto)) , (f) all non-contingent reimbursement obligations of such Person in respect of acceptances, letters of credit (other than trade letters of credit) or similar extensions of credit, to the extent such non-contingent reimbursement obligations exceed
 $ 25,000,000 50,000,000 in the aggregate, (g) all net obligations of such Person in respect of Hedge
 Agreements, (h) all Debt of others referred to in clauses (a) through (g) above or clause (i) below guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (1) to pay or purchase such Debt or to advance or supply

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 funds for the payment or purchase of such Debt, (2) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such Debt against loss, (3) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered) or (4) otherwise to assure a creditor against loss, provided that, if the guaranty or other agreement provides for limited recourse to such Person for such Debt, it shall be taken into account only to the extent of such recourse, and (i) all Debt referred to in clauses (a) through (h) above secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Debt, provided that, if such Person has not assumed or become liable for the payment of such Debt, it shall be taken into account only to the extent of the lesser of the outstanding amount of such Debt and the book value or fair market value, whichever is greater, of the property subject to such Lien and, in the case of a guaranty obligation of the type described in clause
 (2) above, shall be net of the value of the property or services purchased, in each case as determined by
 the guarantor in good faith; provided , further , however , that the term “Debt” shall not include (x) obligations incurred in connection with a Permitted Receivables Financing, (y) indebtedness that has been defeased, redeemed and/or discharged in accordance with its terms, provided that funds in an amount equal to all such Debt (including interest and any other amounts required to be paid to the holders thereof in order to give effect to such defeasance, redemption and/or discharge) have been irrevocably deposited with a trustee or other comparable escrow agent for the benefit of the relevant holders of such Debt and (z) interest, fees, make-whole amounts, premium, charges or expenses, if any, relating to the principal amount of Debt. The amount of Debt of the Company and its Subsidiaries shall be calculated without duplication of any guaranty obligations of the Company or any of its Subsidiaries in respect thereof.
 “ Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.
 “ Default Right ” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
 “ Defaulting Lender ” means any Lender that (a) has failed, within three (3) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Company or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by the Company or the Administrative Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such

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 certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (i) a Bankruptcy Event and/or (ii) a Bail-In Action.
 “ Designated Foreign Subsidiary Borrower ” means, unless otherwise specified by the Administrative Agent to the Company and the Lenders, any Foreign Subsidiary Borrower designated from time to time by the Administrative Agent due to operational limitations relating to the ability to fund ABR Loans to such Foreign Subsidiary Borrower.
 “ Designated Loan ” means a Loan denominated in Dollars to a Designated Foreign Subsidiary Borrower.
 “ Designated Persons ” means any Person listed on a Sanctions List.
 “ Disqualified Institutions ” means (i) those Persons identified by the Company to the Administrative Agent and the Lenders in writing prior to the Second Amendment Effective Date, (ii) those Persons that are reasonably determined by the Company to be competitors of the Company or any of its Subsidiaries and that have been specifically identified by the Company to the Administrative Agent and the Lenders in writing prior to the Second Amendment Effective Date and (iii) in the case of each of clauses (i) and (ii) (and any supplements thereto as contemplated below), any of their respective Affiliates, to the extent any such Affiliate (x) is clearly identifiable as an Affiliate of the applicable Person solely by similarity of such Affiliate’s name and (y) is not a bona fide debt investment fund that is an Affiliate of such Person; provided that, the Company, by notice to the Administrative Agent and the Lenders after the Second Amendment Effective Date, shall be permitted to supplement from time to time in writing by name the list of Persons that are Disqualified Institutions to the extent that the Persons added by such supplements are competitors of the Company or any of its Subsidiaries (or Affiliates of competitors that are not bona fide debt investment funds). Each such supplement shall become effective three (3) Business Days after delivery thereof to the Administrative Agent and the Lenders (including through an Approved Electronic Platform) in accordance with Section 9.01, but shall not apply retroactively to disqualify any Persons that have previously acquired an assignment or participation interest in the Loans (but solely with respect to such Loans). It is understood and agreed that (A) the Administrative Agent shall have no responsibility or liability to determine or monitor whether any Lender or potential Lender is a Disqualified Institution, (B) the Company’s failure to deliver such list (or supplement thereto) in accordance with Section 9.01 shall render such list (or supplement) not received and not effective and (C) “Disqualified Institution” shall exclude any Person that the Company has designated as no longer being a “Disqualified Institution” by written notice delivered to the Administrative Agent from time to time in accordance with Section 9.01.
 “ Disregarded Entity ” means an entity that, pursuant to Treas. Reg. § 301.7701-2(c)(2), is disregarded for U.S. federal income Tax purposes as an entity separate from its owner.
 “ Dollar Amount ” of any amount of any currency means, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if such amount is expressed in a Foreign Currency, the equivalent of such amount in Dollars determined by using the rate of exchange for the purchase of Dollars with such Foreign Currency last provided (either by publication or otherwise provided to the Administrative Agent) by the applicable Reuters source on the Business Day (New York City time) immediately preceding the date of determination or if such service ceases to be available or ceases to provide a rate of exchange for the purchase of Dollars with such Foreign Currency, as provided by such other publicly available information service which provides that rate of exchange at such time in place of Reuters chosen by the Administrative Agent in its reasonable discretion (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars as reasonably determined by the Administrative Agent, in consultation with the Company, using

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 any reasonable method of determination it deems reasonably appropriate) and (c) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as reasonably determined by the Administrative Agent, in consultation with the Company, using any reasonable method of determination it deems reasonably appropriate.
 “ Dollars ” or “ $ ” refers to lawful money of the United States of America.
 “ Domestic Subsidiary ” means a Subsidiary organized under the laws of a jurisdiction located in the United States of America, or any state thereof or the District of Columbia.
 “ DQ List ” has the meaning specified in Section 9.04(e)(iv) hereof.
 “ Early Opt-in Election ” means, in the case of Loans denominated in any Agreed Currency (other than Dollars), the occurrence of:
 (i) a notification by the Administrative Agent to (or the request by the Company to the Administrative Agent to notify) each of the other parties hereto that syndicated credit facilities denominated in the applicable Agreed Currency at such time contain (as a result of amendment or as originally executed) a new benchmark interest rate to replace the Relevant Rate, and

 (ii) the joint election by the Administrative Agent and the Company to trigger a fallback from the Relevant Rate and the provision by the Administrative Agent of written notice of such election to the Lenders.

 “ EBIT ” means, for any period of four consecutive fiscal quarters, EBITDA less depreciation of fixed assets and amortization of intangible assets for such period.
 “ EBITDA ” means, for any period of four consecutive fiscal quarters, net income (or net loss) plus the sum of (a) Interest Expense, (b) taxes on or measured by income (including franchise taxes imposed in lieu of income taxes), (c) depreciation expense, (d) amortization expense, (e) all non-cash losses, expenses and charges (including non-cash losses due to fluctuations in foreign currency exchange rates), (f) all non-recurring and/or unusual cash costs, expenses, charges, losses and other items deducted in the calculation of net income (including for the avoidance of doubt casualties and condemnation events, restructurings, discontinued operations and dispositions) up to an aggregate amount when combined with the add-backs in clause (h) below, equal to 10 25 % of EBITDA of the Company and its Subsidiaries for such period of four consecutive fiscal quarters before giving effect to this clause (f), but in any event, in an aggregate amount not to exceed $100,000,000 for such period, (g) fees, costs, expenses, charges and losses incurred during such period in an aggregate amount not to exceed
 $50,000,000 in connection with the revolving credit facility evidenced by this Agreement, any issuance, incurrence, repayment or other satisfaction of indebtedness, any issuance , redemption or repurchase of Equity Interests and any Acquisition or other investment permitted hereunder and (h) with respect to each Acquisition, demonstrable cost savings and cost synergies (in each case, net of continued associated expenses) that, as of the date of calculation with respect to such period, are anticipated by the Company in good faith to be realized within 18 months following such Acquisition, net of the amount of any such cost savings and cost synergies otherwise included, or added back, pursuant to this definition, provided that (A) the amount added back under this clause (h) when combined with the add-backs in clause (f) above with respect to any period may not exceed five percent (5 25 % ) of EBITDA for such period (as calculated without giving effect to this clause (h) ), (B) such cost savings and cost synergies have been reasonably detailed by the Company in the applicable compliance certificate furnished by the Company pursuant to clauses (i) or (ii) of Section 5.08, and (C) if any cost savings or cost synergies included in any pro forma calculations based on the anticipation that such cost synergies or cost savings will be achieved

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 within such 18-month period shall at any time cease to be reasonably anticipated by the Company to be so achieved, then on and after such time pro forma calculations required to be made hereunder shall not reflect such cost synergies or cost savings, minus (1) non-cash gains due to fluctuations in foreign currency exchange rates and (2) all non-recurring and/or unusual non-cash gains (including for the avoidance of doubt casualties and condemnation events, restructurings, discontinued operations and dispositions), all determined in accordance with GAAP for such period. For the purposes of calculating EBITDA for any period, if during such period the Company or any Subsidiary shall have made an acquisition or a disposition, EBITDA for such period shall be calculated after giving pro forma effect thereto as if such acquisition or disposition occurred on the first day of such period.
 “ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
 “ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
 “ EEA Resolution Authority ” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
 “ Effective Date ” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).
 “ Electronic Signature ” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.
 “ Eligible Subsidiary ” means any (i) Subsidiary organized under the laws of an Approved Jurisdiction and (ii) Foreign Subsidiary that is approved from time to time by the Administrative Agent and each of the Lenders.
 “ Environmental Action ” means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, Environmental Permit or Hazardous Materials or arising from alleged injury or threat of injury to health or safety with respect to the environment or the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or any third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.
 “ Environmental Law ” means any federal, state, provincial, territorial, municipal, local or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment, health or safety with respect to the environment or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials.

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 “ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
 “ Environmental Permit ” means any permit, approval, identification number, license or other authorization required under any Environmental Law.
 “ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.
 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.
 “ ERISA Affiliate ” means any Person that for purposes of Title IV of ERISA is a member of the Company’s controlled group, or under common control with the Company, within the meaning of Section 414 of the Code.
 “ ERISA Event ” means (a) (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC, or (ii) the requirements of subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of such Section) are met with a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or
 (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following 30 days; (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of the Company or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by the Company or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for the imposition of a lien under Section 303(k) of ERISA shall have been met with respect to any Plan; (g) a determination is made that any Plan is in “at risk” status (within the meaning of Section 303 of ERISA); or (h) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, a Plan.
 “ EU ” means the European Union.

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 “ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.
 “ EURIBO Interpolated Rate ” means, at any time, with respect to any Term Benchmark Borrowing denominated in euro and for any Interest Period, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent demonstrable error) to be equal to the rate that results from interpolating on a linear basis between: (a) the EURIBO Screen Rate for the longest period (for which the EURIBO Screen Rate is available for euro) that is shorter than the Impacted EURIBO Rate Interest Period; and (b) the EURIBO Screen Rate for the shortest period (for which the EURIBO Screen Rate is available for euro) that exceeds the Impacted EURIBO Rate Interest Period, in each case, at such time.
 “ EURIBO Rate ” means, with respect to any Term Benchmark Borrowing denominated in euro and for any Interest Period, the EURIBO Screen Rate at approximately 11:00 a.m., Brussels time, two (2) TARGET2 Days prior to the commencement of such Interest Period; provided that, if the EURIBO Screen Rate shall not be available at such time for such Interest Period (an “ Impacted EURIBO Rate Interest Period ”) with respect to euro then the EURIBO Rate shall be the EURIBO Interpolated Rate.
 “ EURIBO Screen Rate ” means, for any day and time, with respect to any Term Benchmark Borrowing denominated in euro and for any Interest Period, the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of such rate) for euro for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Reuters screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters. If such page or service ceases to be available, the Administrative Agent may specify another commercially recognized page or service displaying the relevant rate after consultation with the Company.
 “ euro ” and/or “ EUR ” means the single currency of the Participating Member States. “ Event of Default ” has the meaning assigned to such term in Article VII; provided that
 any requirement for the giving of notice, the lapse of time, or both, or any other condition has been
 satisfied.
 “ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of any Borrower or any guarantor under any Loan Document, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case, (i) imposed by the jurisdiction under the laws of which such recipient is organized or in which it has a principal office or, in the case of any Lender, in which its applicable lending office is located or (ii) that are Other Connection Taxes and (b) in the case of a Lender, any U.S. federal withholding Tax that is imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which (i) such Lender becomes a party to this Agreement (other than pursuant to an assignment request by the Company or any other Borrower under Section 2.19(b)) or (ii) such Lender designates a new lending office, except in each case to the extent that such Lender (or its assignor, if any) was entitled, immediately before the designation of a new lending office (or an assignment), to receive additional amounts pursuant to Section 2.17(a).
 “ Extended Maturity Date ” has the meaning assigned to such term in Section 2.25(a).

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 “ Extending Lender ” has the meaning assigned to such term in Section 2.25(b).
 “ Extension Availability Period ” means the period beginning on the Effective Date and ending on the five year anniversary thereof.
 “ Extension Date ” has the meaning assigned to such term in Section 2.25(a).
 “ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement Second Amendment Effective Date (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 agreement entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.
 “ FATCA Deduction ” means a deduction or withholding from a payment under a Loan Document required by FATCA.
 “ Federal Funds Effective Rate ” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
 “ Financial Officer ” means the Chief Financial Officer, the Controller, any Assistant Controller, the Treasurer or any Assistant Treasurer, in each case of the Company.
 “ Floor ” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Relevant Rate, any Adjusted Daily Simple RFR, the Central Bank Rate or any Benchmark Replacement. As of the Second Amendment Effective Date, the Floor is zero.
 “ Foreign Currencies ” means each Agreed Currency other than Dollars.
 “ Foreign Currency LC Exposure ” means, at any time, the sum of (a) the Dollar Amount of the aggregate undrawn, available and unexpired amount of all outstanding Foreign Currency Letters of Credit at such time plus (b) the aggregate principal Dollar Amount of all LC Disbursements in respect of Foreign Currency Letters of Credit that have not yet been reimbursed at such time.
 “ Foreign Currency Letter of Credit ” means a Letter of Credit denominated in a Foreign
 Currency.
 “ Foreign Currency Payment Office ” of the Administrative Agent shall mean, for each of the Agreed Currencies which is a Foreign Currency and each Designated Loan, the office, branch, affiliate or correspondent bank of the Administrative Agent for such currency or Designated Loan, as applicable, as specified from time to time by the Administrative Agent to the Company and each Lender.
 “ Foreign Lender ” means a Lender that is neither a U.S. Person nor a Disregarded Entity that is treated for U.S. federal income Tax purposes as having as its sole owner a Person that is a U.S. Person.

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 “ Foreign Subsidiary ” means any Subsidiary that is not a Domestic Subsidiary. “ Foreign Subsidiary Borrower ” means any Borrower that is a Foreign Subsidiary.
 “ GAAP ” means generally accepted accounting principles as from time to time in effect in the United States of America.
 “ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state, provincial, territorial, municipal or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting generally applicable financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).
 “ Hazardous Materials ” means (a) petroleum and petroleum products, byproducts or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and (b) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant under any Environmental Law.
 “ Hedge Agreements ” means interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts and other similar agreements.
 “ Impacted EURIBO Rate Interest Period ” has the meaning assigned to such term in the definition of “EURIBO Rate.”
 “ Increasing Lender ” has the meaning assigned to such term in Section 2.20. “ Incremental Loan ” has the meaning assigned to such term in Section 2.20. “ Incremental Loan Amendment ” has the meaning assigned to such term in Section 2.20.
 “ Indemnified Taxes ” means (a) Taxes other than Excluded Taxes imposed on or with respect to any payment made by any Loan Party or guarantor under any Loan Document and (b) Other Taxes.
 “ Indemnitee ” has the meaning assigned to such term in Section 9.03(b). “ Ineligible Institution ” has the meaning assigned to such term in Section 9.04(b). “ Information ” has the meaning assigned to such term in Section 9.12.
 “ Interest Coverage Ratio ” means the ratio of EBIT for the period of the four prior fiscal quarters ending on such date to cash Interest Expense for such period.

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 “ Interest Election Request ” means a request by the applicable Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.08 in substantially the form attached hereto as Exhibit G-2 or such other form as the Administrative Agent may approve from time to time.
 “ Interest Expense ” means, with respect to any period, the interest expense of the Borrower for such period (including all imputed interest on leases that should be capitalized in accordance with GAAP), subject to Section 1.04.
 “ Interest Payment Date ” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June, September and December and the Maturity Date,
 (b) with respect to any RFR Loan, each date that is on the numerically corresponding day in each calendar month that is one month after the Borrowing of such RFR Loan (or, if there is no such numerically corresponding day in such month, then the last day of such month) and the Maturity Date,
 (c) with respect to any Term Benchmark Loan, the last day of each Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Term Benchmark Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and the Maturity Date and (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid and the Maturity Date.
 “ Interest Period ” means with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (or such other period of time as is acceptable to each of the Lenders) (in each case, subject to the availability for the Benchmark applicable to the relevant Loan or Commitment for any Agreed Currency), as the applicable Borrower (or the Company on behalf of the applicable Borrower) may elect; provided , that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Term Benchmark Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day,
 (ii) any Interest Period pertaining to a Term Benchmark Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no tenor that has been removed from this definition pursuant to Section 2.26(e) (and not reinstated pursuant to Section 2.26(e) ) shall be available for specification in any Borrowing Request or Interest Election Request. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.
 “ IRS ” means the United States Internal Revenue Service.
 “ Issuing Bank ” means BMO Harris , and each other Lender designated by the Company as an “Issuing Bank” hereunder that has agreed to such designation (and is reasonably acceptable to the Administrative Agent) in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(i). Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates or branches of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate or branch, as applicable, with respect to Letters of Credit issued by such Affiliate or branch, as applicable. Each reference herein to the “Issuing Bank” in connection with a Letter of Credit or other matter shall be deemed to be a reference to the relevant Issuing Bank with respect thereto, and, further, references herein to “the Issuing Bank” shall be deemed to refer to each of the Issuing Banks or the relevant Issuing Bank, as the context requires.

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 “ LC Disbursement ” means a payment made by an Issuing Bank pursuant to a Letter of Credit.
  
 “ LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn Dollar Amount of all outstanding Letters of Credit at such time which are then available plus (b) the aggregate Dollar Amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Company at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.
 “ Lender Notice Date ” has the meaning assigned to such term in Section 2.25(b).
 “ Lender Parent ” means, with respect to any Lender, any Person as to which such Lender
 is, directly or indirectly, a subsidiary.
 “ Lenders ” means the Persons listed on Schedule 2.01 and any other Person that shall have become a Lender hereunder pursuant to Section 2.20 or pursuant to an Assignment and Assumption or other documentation contemplated hereby, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or other documentation contemplated hereby. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender and the Issuing Banks.
 “ Letter of Credit ” means any standby or commercial letter of credit issued pursuant to
 this Agreement.
 “ Letter of Credit Agreement ” has the meaning assigned to such term in Section 2.06(b). “ Lien ” means any lien, mortgage, hypothec, pledge, security interest or other charge or
 encumbrance of any kind, or any other type of similar preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor (excluding operating leases) and any easement, right of way or other encumbrance on title to real property.
 “ Limited Conditionality Acquisition ” has the meaning assigned to such term in
 Section 2.20.
 “ Limited Conditionality Acquisition Agreement ” has the meaning assigned to such term
 in Section 2.20.
 “ Loan Documents ” means this Agreement, each Borrowing Subsidiary Agreement,
 each Borrowing Subsidiary Termination, any promissory notes executed and delivered pursuant to Section 2.10(d), each Borrowing Request and any and all other instruments and documents executed and delivered in connection with any of the foregoing.
 “ Loan Parties ” means, collectively, the Borrowers.
 “ Loans ” means the loans made by the Lenders to the Borrowers pursuant to this Agreement, it being understood that conversions and continuations of Loans are not Loans hereunder.
 “ Local Time ” means (i) Chicago time in the case of a Loan, Borrowing or LC Disbursement denominated in Dollars (other than Designated Loans) and (ii) local time in the case of a Loan, Borrowing or LC Disbursement denominated in a Foreign Currency and Designated Loans (it

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 being understood that such local time shall mean London, England time unless otherwise notified by the Administrative Agent).
 “ Material Adverse Change ” means any material adverse change in the business, condition (financial or otherwise), operations, performance or properties of the Company and its Subsidiaries taken as a whole.
 “ Material Adverse Effect ” means a material adverse effect on (a) the business, condition (financial or otherwise), operations, performance or properties of the Company and its Subsidiaries taken as a whole (except for specific events (and not general economic or industry conditions) specifically applicable to the Company and/or its Subsidiaries as disclosed in the Company’s reports on Form 10-K, 10-Q or 8-K filed with the SEC prior to the Second Amendment Effective Date), (b) the rights and remedies of the Administrative Agent or any Lender against the Company under this Agreement or any Note or (c) the ability of the Company to perform its obligations under this Agreement or any Note.
 “ Material Subsidiary ” means (i) each Subsidiary Borrower and (ii) any other Subsidiary of the Company having, as of the end of the Company’s most recently completed fiscal year, (a) assets (after elimination of intercompany assets) with a book value of not less than five percent (5%) of the total book value of the assets of the Company and its Subsidiaries, taken as a whole, or (b) gross revenue (after elimination of intercompany revenues) of not less than five percent (5%) of the total (gross) revenue of the Company and its Subsidiaries, taken as a whole.
 “ Maturity Date ” means July 8, 2026 2031 , as extended (in the case of each Lender consenting thereto) pursuant to Section 2.25; provided , however , in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.
 “ Maximum Rate ” has the meaning assigned to such term in Section 9.14. “ Moody’s ” means Moody’s Investors Service, Inc.
 “ Multiemployer Plan ” means a multiemployer plan, as defined in Section 4001(a)(3) of
 ERISA, to which the Company or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.
 “ Multiple Employer Plan ” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Company or any ERISA Affiliate and at least one Person other than the Company and the ERISA Affiliates or (b) was so maintained and in respect of which the Company or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.
 “ Net Debt ” means Consolidated Debt of the Company and its Subsidiaries arising under clause (a) and/or clause (c) of the definition of “Debt” and/or, to the extent relating to any such types of Debt, clause (h) and/or clause (i) of the definition of “Debt,” minus an amount not to exceed $75,000,000 of domestic the cash and cash equivalents of the Company and its Subsidiaries .
 “ New Money Credit Event ” means with respect to any Issuing Bank, any increase (directly or indirectly) in such Issuing Bank’s exposure (whether by way of additional credit or banking facilities or otherwise, including as part of a restructuring) to any Borrower occurring by reason of (i) any law, action or requirement of any Governmental Authority in such Borrower’s or such Letter of Credit

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 beneficiary’s country, or (ii) any agreement in relation to clause (i), in each case to the extent calculated by reference to the aggregate Revolving Credit Exposures outstanding prior to such increase.
 “ Non-Consenting Lender ” has the meaning assigned to such term in Section 9.02(c). “ Non-Extending Lender ” has the meaning assigned to such term in Section 2.25(b). “ Note ” means a Revolving Credit Note.
 “ NYFRB ” means the Federal Reserve Bank of New York.
 “ NYFRB Rate ” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if both such rates are not so published for any day that is a Business Day, the term “NYFRB Rate” means the rate quoted for such day for a federal funds transaction at 11:00 a.m., New York City time, on such day received by the Administrative Agent from a federal funds broker unaffiliated with the Administrative Agent of recognized standing selected by it; provided , further , that if any of the aforesaid rates as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
 “ Obligations ” means all indebtedness (including interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations and liabilities of any of the Company and its Subsidiaries to any of the Lenders, any of the Issuing Banks, any indemnified party and the Administrative Agent, individually or collectively, under this Agreement or any of the other Loan Documents or in respect of any of the Loans made or reimbursement obligations incurred or any of the Letters of Credit or other instruments at any time evidencing any thereof.
 “ OFAC ” means the Office of Foreign Assets Control of the U.S. Department of
 Treasury.
 “ Other Benchmark Rate Election ” means, if the then-current Benchmark is a SOFR-based rate, the occurrence of:
 (1) a notification by the Administrative Agent to (or the request by the Company to the Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding Dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed), in lieu of a SOFR-based rate, a term benchmark rate that is not a SOFR-based rate as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and

 (2) the joint election by the Administrative Agent and the Company to trigger a fallback from the SOFR-based rate and the provision, as applicable, by the Administrative Agent of written notice of such election to the Company and the Lenders.

 “ Other Connection Taxes ” means, with respect to the Administrative Agent, any Lender or any Issuing Bank, 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,

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 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, Letter of Credit or Loan Document).
 “ Other Taxes ” means any and all present or future stamp, registration or documentary Taxes or any other excise or property Taxes, charges or similar Taxes or levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document, but excluding Excluded Taxes.
 “ Overnight Bank Funding Rate ” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar borrowings denominated in Dollars by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.
 “ Overnight Rate ” means, for any day, (a) with respect to any amount denominated in Dollars, the NYFRB Rate and (b) with respect to any amount denominated in a Foreign Currency, an overnight rate reasonably determined by the Administrative Agent or the relevant Issuing Bank, as the case may be, in accordance with banking industry rules on interbank compensation.
 “ Participant ” has the meaning set forth in Section 9.04(c). “ Participant Register ” has the meaning set forth in Section 9.04(c).
 “ Participating Member State ” means any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Union relating to economic and monetary union.
 “ Patriot Act ” has the meaning assigned to such term in Section 9.13.
 “ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.
 “ Permitted Acquired Debt ” means Debt of the Company or its Subsidiaries incurred or assumed in connection with, or owing by an acquired entity at the time of, an Acquisition.
 “ Permitted Acquisition ” means an Acquisition not prohibited by Section 6.08. “ Permitted Liens ” means such of the following as to which no enforcement, collection,
 execution, levy or foreclosure proceeding shall have been commenced: (a) Liens for taxes, assessments
 and governmental charges or levies if the same shall not be delinquent for more than 60 days or thereafter can be paid without penalty, or are being contested in good faith and by appropriate action and for which appropriate reserves are being maintained; (b) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, landlord’s, workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business securing obligations that are either (i) not overdue for a period of more than 90 days or (ii) are being contested in good faith and by appropriate action and as to which appropriate reserves are being maintained; (c) Liens to secure obligations under workers’ compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations; and (d) easements, restrictions, rights of way, minor defects or irregularities in title and other encumbrances on title to real property that do not render title to the

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 property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes.
 “ Permitted Receivables Financing ” means any financing pursuant to which the Company or any Subsidiary or Subsidiaries of the Company may sell, convey or otherwise transfer to a Receivables Subsidiary or any other Person, or grant a security interest in, any accounts receivable, general intangibles, chattel paper or other financial assets (and related rights and assets) of the Company or such Subsidiary or Subsidiaries, provided that such financing shall be with limited or no recourse to the Company and its Subsidiaries (other than the Receivables Subsidiary) except to the extent customary (in the reasonable judgment of the Company) for such transactions.
 “ Permitted Restricted Payments ” means Restricted Payments in respect of one or more of
 the following:
 (a) the purchase, repurchase, redemption, defeasance or other acquisition or

 retirement of any Equity Interests of a Borrower by conversion into, or by or in exchange for, Equity Interests, or out of net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of other Equity Interests of a Borrower, with a sale being deemed substantially concurrent if such purchase, redemption, defeasance or other acquisition or retirement occurs not more than 120 days after such sale;
 (b) the redemption, defeasance, repurchase, acquisition or retirement for value of any Debt of a Borrower that is subordinate in right of payment to the Obligations by conversion into, or in exchange for, or out of the net cash proceeds of a substantially concurrent issue and sale (other than to a Subsidiary of the Company) of (i) new subordinated Debt of a Borrower incurred in accordance with this Agreement, or (ii) Equity Interests of a Borrower, in each case with an issue and sale being deemed substantially concurrent if such redemption, defeasance, repurchase, acquisition or retirement for value occurs not more than 120 days after such issue and sale;

 (c) the purchase, redemption, retirement or other acquisition for value of Equity Interests in a Borrower held by any current or former director, officer or employee of the Company or any Subsidiary (or their estates or beneficiaries under their estates) upon death, disability, retirement or termination of employment or alteration of employment status or pursuant to the terms of any agreement or plan under which such Equity Interests were issued; provided , that , the aggregate cash consideration paid for such purchase, redemption, retirement or other acquisition of such Equity Interests does not exceed $ 15,000,000 30,000,000 in any calendar year; provided , further , that , any unused amounts in any calendar year may be carried forward to one or more future periods subject to a maximum aggregate amount of repurchases made pursuant to this clause (c) in any calendar year (including both such calendar year’s $ 15,000,000 30,000,000 basket plus any unused carried forward amounts with respect to one or more prior calendar years not to exceed $ 15,000,000 30,000,000 in the aggregate) not to exceed

 $ 30,000,000 60,000,000 in the aggregate ( provided , that , such amount in any calendar year may be increased by an amount not to exceed (i) the cash proceeds received by the Company or any of its Subsidiaries from the sale of Equity Interests of the Company or any direct or indirect parent company of the Company (to the extent contributed to the Company) to directors, officers or employees of the Company and its Subsidiaries that occurs after the Effective Date; plus (ii) the cash proceeds of key man life insurance policies received by the Company and its Subsidiaries after the Effective Date) ( provided , that , to the extent any payment described under this clause (c) is made by delivery of Debt and not in cash, such payment shall be deemed to occur only when, and to the extent, the obligor on such Debt makes payments with respect to such Debt);

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 (d) the repurchase of Equity Interests deemed to occur upon the exercise of stock options, stock appreciation rights, restricted stock units, warrants or other convertible or exchangeable securities; and

 (e) the distribution or dividend of assets or Equity Interests of any Person in connection with any full or partial “spin-off” of a Subsidiary or similar transactions otherwise permitted under this Agreement; provided , that , the Company would, on the date of such distribution after giving effect to such Restricted Payment on a pro forma basis, be permitted to incur at least $1.00 of additional Debt pursuant to Section 6.01.

 “ Person ” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof.
 “ Plan ” means a Single Employer Plan or a Multiple Employer Plan.
 “ Plan Asset Regulations ” means 29 CFR § 2510.3-101 et seq. , as modified by Section 3(42) of ERISA, as amended from time to time.
 “ Pounds Sterling ” means the lawful currency of the United Kingdom.
 “ Prime Rate ” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined reasonably and in good faith by the Administrative Agent) or any similar release by the Board (as determined reasonably and in good faith by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.
 “ PTE ” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
 “ 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 ” has the meaning assigned to it in Section 9.17.
 “ Receivables Subsidiary ” means a bankruptcy remote, special purpose wholly owned Subsidiary of the Company (or another Wholly-Owned Subsidiary of the Company) formed in connection with a Permitted Receivables Financing.
 “ Reference Time ” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is Adjusted Term SOFR, 5:00 a.m., Chicago time, on the day that is two (2) U.S. Government Securities Business Days preceding the Term SOFR Determination Day, (2) if such Benchmark is the Adjusted EURIBO Rate, 11:00 a.m. (Brussels time) two TARGET2 Days preceding the date of such setting, (3) if the RFR for such Benchmark is SONIA or Daily Simple SOFR, then four RFR Business Days prior to such setting and (4) if such Benchmark is none of the foregoing, the time determined by the Administrative Agent in its reasonable good faith discretion.

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 “ Refinancing Debt ” means Debt that refunds, refinances, renews, replaces or extends any Debt permitted pursuant to the terms of this Agreement, whether involving the same or any other lender or creditor…