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Section 1: 8-K (FORM 8-K)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
 CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 12, 2018
 
 
PERSPECTA INC.
(Exact name of Registrant as specified in its charter)
   
 
 
 
 
 
Nevada
 
001-38395
 
82-3141520
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
15052 Conference Center Drive
 
 
Chantilly, VA
 
20151
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code (571) 313-6000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
  
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐






Item 1.01 Entry into a Material Definitive Agreement.

On December 12, 2018, Perspecta Inc. (“Perspecta”) entered into the First Amendment to Credit Agreement (the “First Amendment”) among Perspecta as the borrower, the guarantors party thereto, MUFG Bank, Ltd., a member of MUFG, a global financial group (“MUFG”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), the Replacement Tranche A1 Lenders (as defined in the First Amendment), the Replacement Tranche A2 Lenders (as defined in the First Amendment), the Replacement Revolving Lenders (as defined in the First Amendment) and the other Persons party thereto, which amended that certain Credit Agreement dated as of May 31, 2018 (as amended by the First Amendment, the “Credit Agreement”) among, the Guarantors party thereto, the Lenders party thereto, the Administrative Agent, MUFG Union Bank, N.A., as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), and the other Persons party thereto.
Pursuant to the First Amendment, among other things, (i) the interest rates with respect to the Revolving Credit Facility (as defined in the Credit Agreement) and the Tranche A2 Advances (as defined in the Credit Agreement) were each, at the option of Perspecta, reduced to either (x) the Eurocurrency Rate (as defined in the Credit Agreement) plus an applicable margin of 1.50%, subject to a 0% Eurocurrency Rate floor, or (y) the Base Rate (as defined in the Credit Agreement) plus an applicable margin of 0.50%, subject to a 1% Base Rate floor, (ii) the interest rate with respect to the Tranche A1 Advances (as defined in the Credit Agreement) was, at the option of Perspecta, reduced to either (x) the Eurocurrency Rate plus an applicable margin of 1.375%, subject to a 0% Eurocurrency Rate floor, or (y) the Base Rate plus an applicable margin of 0.375%, subject to a 1% Base Rate floor and (iii) the unused commitment fee with respect to the Revolving Credit Facility was reduced by 5 basis points.
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
 
Description of Exhibit
10.1
 
10.2
 






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.  
 
 
 
 
 
 
 
 
 
 
 
 
 
PERSPECTA INC.
 
 
 
 
Dated: December 18, 2019
 
 
 
By:
 
/s/ John P. Kavanaugh
 
 
 
 
Name:
 
John P. Kavanaugh
 
 
 
 
Title:
 
Senior Vice President and Chief Financial Officer



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Section 2: EX-10.1 (FIRST AMENDMENT TO CREDIT AGREEMENT)

Exhibit


Exhibit 10.1

EXECUTION VERSION


FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of December 12, 2018 (this “Amendment”), is entered into by and among Perspecta Inc. (formerly known as Ultra SC Inc.), a Nevada corporation (the “Company”), the Guarantors listed on the signature pages hereto, MUFG Bank, Ltd., a member of MUFG, a global financial group (“MUFG”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), the Replacement Tranche A1 Lenders (as defined below), the Replacement Tranche A2 Lenders (as defined below) and the Replacement Revolving Lenders (as defined below). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Credit Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, dated as of May 31, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; and the Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”), among the Company, the Guarantors party thereto, the Lenders party thereto, the Administrative Agent, MUFG Union Bank, N.A., as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), and the other Persons party thereto, the Lenders named therein have extended certain credit facilities to the Company.
WHEREAS, the Company has requested that MUFG Bank, Ltd., Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Amendment), JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd. and RBC Capital Markets RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates., as joint lead arrangers and joint bookrunners (collectively, the “Lead Arrangers”), arrange (i) (x) Replacement Advances in an aggregate principal amount of $322,000,000 (the “Replacement Tranche A1 Advances”) pursuant to Section 9.01 of the Credit Agreement, the proceeds of which will be used to make a voluntary prepayment in full of the balance of the aggregate principal amount of the existing Tranche A1 Advances outstanding immediately prior to the Amendment Effective Date (the “Existing Tranche A1 Advances”) or (y) upon the Company’s election of the Replacement Lender Option (as defined below), an amendment to the Credit Agreement pursuant to which each of the Tranche A1 Lenders party to the Credit Agreement immediately prior to giving effect to the Amendment (but, for the avoidance of doubt, after giving effect to any replacement of First Amendment Non-Consenting Tranche A1 Lenders (as defined below) pursuant to Section 14 hereof) (each, a “Replacement Tranche A1 Lender” and collectively, the “Replacement Tranche A1 Lenders”) agrees to reduce the Applicable Margin with respect to the Tranche A1 Advances, (ii) (x) Replacement Advances in an aggregate principal amount of $1,608,375,000 (the “Replacement Tranche A2 Advances”) pursuant to Section 9.01 of the Credit Agreement, the proceeds of which will be used to make a voluntary prepayment in full of the balance of the aggregate principal amount of the existing Tranche A2 Advances outstanding immediately prior to the Amendment Effective Date (the “Existing Tranche A2 Advances”) or (y) upon the Company’s election of the Replacement Lender Option, an amendment to the Credit Agreement pursuant to which each of the Tranche A2 Lenders party to the Credit Agreement





immediately prior to giving effect to the Amendment (but, for the avoidance of doubt, after giving effect to any replacement of First Amendment Non-Consenting Tranche A2 Lenders (as defined below) pursuant to Section 14 hereof) (each, a “Replacement Tranche A2 Lender” and collectively, the “Replacement Tranche A2 Lenders”) agrees to reduce the Applicable Margin with respect to the Tranche A2 Advances and (iii) (x) Replacement Commitments in an aggregate principal amount of $600,000,000 (the “Replacement Revolving Commitments”) pursuant to Section 9.01 of the Credit Agreement, which will be used to replace the existing Revolving Commitments outstanding immediately prior to the Amendment Effective Date (the “Existing Revolving Commitments”) or (y) upon the Company’s election of the Replacement Lender Option, an amendment to the Credit Agreement pursuant to which each of the Revolving Lenders party to the Credit Agreement immediately prior to giving effect to the Amendment (but, for the avoidance of doubt, after giving effect to any replacement of First Amendment Non-Consenting Revolving Lenders (as defined below) pursuant to Section 14 hereof) (each, a “Replacement Revolving Lender” and collectively, the “Replacement Revolving Lenders”) agrees to reduce the Applicable Margin with respect to Revolving Loan Advances.
WHEREAS, each institution listed on Schedule I hereto as a Replacement Tranche A1 Lender (i) has agreed, on the terms and conditions set forth herein and in the Credit Agreement, to reduce the Applicable Margin as set forth in the Amended Credit Agreement with respect to its Existing Tranche A1 Advances in the amount set forth opposite its name under the heading “Replacement Tranche A1 Commitment” on Schedule I hereto (the “Replacement Tranche A1 Commitment”) and (ii) by executing a signature page to this Amendment, approves of the amendments to the Credit Agreement pursuant to Section 3 hereof.
WHEREAS, each institution listed on Schedule II hereto as a Replacement Tranche A2 Lender (i) has agreed, on the terms and conditions set forth herein and in the Credit Agreement, to reduce the Applicable Margin as set forth in the Amended Credit Agreement with respect to its Existing Tranche A2 Advances in the amount set forth opposite its name under the heading “Replacement Tranche A2 Commitment” on Schedule II hereto (the “Replacement Tranche A2 Commitment”) and (ii) by executing a signature page to this Amendment, approves of the amendments to the Credit Agreement pursuant to Section 3 hereof.
WHEREAS, each institution listed on Schedule III hereto as a Replacement Revolving Lender (i) has agreed, on the terms and conditions set forth herein and in the Credit Agreement, to reduce the Applicable Margin as set forth in the Amended Credit Agreement with respect to its Existing Revolving Commitment in the amount set forth opposite its name under the heading “Replacement Revolving Commitment” on Schedule III hereto (the “Replacement Revolving Commitment”) and (ii) by executing a signature page to this Amendment, approves of the amendments to the Credit Agreement pursuant to Section 3 hereof.
WHEREAS, the Company has requested that the Majority Lenders and the Administrative Agent amend certain provisions of the Credit Agreement as set forth herein, and subject to the terms and conditions hereof, the Lenders and the Administrative Agent are willing to do so.
NOW THEREFORE, in consideration of the premises, the terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.References. The rules of construction specified in Section 1.03 of the Credit Agreement also apply to this Amendment. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this





Agreement” and each other similar reference contained in the Credit Agreement or any other Loan Document shall, after this Amendment becomes effective, refer to the Amended Credit Agreement.

2.Refinancing Transactions. Each of the parties hereto agree as follows (this Section 2 being referred to herein as the “Refinancing Transactions”):

(a)Replacement Tranche A1 Advances.

(i)Subject to the terms and conditions set forth herein, each Replacement Tranche A1 Lender agrees to make Replacement Tranche A1 Advances to the Company on the Amendment Effective Date in a principal amount not to exceed its Replacement Tranche A1 Commitment. Unless previously terminated, the Replacement Tranche A1 Commitments shall terminate at 5:00 p.m., New York City time, on the Amendment Effective Date.

(ii)Commencing on the Amendment Effective Date, for all purposes under the Amended Credit Agreement and the other Loan Documents, (i) the Replacement Tranche A1 Advances shall be “Tranche A1 Advances” and (ii) each Replacement Tranche A1 Lender shall be a “Tranche A1 Lender” with outstanding “Tranche A1 Advances” under the Amended Credit Agreement.

(b)Replacement Tranche A2 Advances.

(i)Subject to the terms and conditions set forth herein, each Replacement Tranche A2 Lender agrees to make Replacement Tranche A2 Advances to the Company on the Amendment Effective Date in a principal amount not to exceed its Replacement Tranche A2 Commitment. Unless previously terminated, the Replacement Tranche A2 Commitments shall terminate at 5:00 p.m., New York City time, on the Amendment Effective Date.

(ii)Commencing on the Amendment Effective Date, for all purposes under the Amended Credit Agreement and the other Loan Documents, (i) the Replacement Tranche A2 Advances shall be “Tranche A2 Advances” and (ii) each Replacement Tranche A2 Lender shall be a “Tranche A2 Lender” with outstanding “Tranche A2 Advances” under the Amended Credit Agreement.

(c)Replacement Revolving Commitments.

(i)Subject to the terms and conditions set forth herein, each Replacement Revolving Lender agrees to provide the Replacement Revolving Commitments to the Company on the Amendment Effective Date in a principal amount not to exceed its Replacement Revolving Commitment as set forth opposite its name under the heading “Replacement Revolving Commitment” on Schedule III hereto.

(ii)Commencing on the Amendment Effective Date, for all purposes under the Amended Credit Agreement and the other Loan Documents, (i) the Replacement Revolving Commitments shall be “Revolving Commitments” and (ii) each Replacement Revolving Lender shall be a “Revolving Lender” with outstanding “Revolving Commitments” under the Amended Credit Agreement.






(d)Replacement Lender Option. Notwithstanding anything herein to the contrary, the Refinancing Transactions may be effectuated pursuant to an amendment to the Credit Agreement with the consent of all affected Lenders (it being understood and agreed that any Non-Consenting Lenders in respect of such amendment shall be replaced by Lenders that have agreed to consent to such amendment pursuant to Section 2.17(b) of the Credit Agreement) (this Section 2(d) being referred to herein as the “Replacement Lender Option”). For the avoidance of doubt, by its signature hereto, the Company has elected the Replacement Lender Option.

3.Amendments to Credit Agreement. Effective as of the Amendment Effective Date, the Credit Agreement shall be amended to reflect the changes which are attached as Exhibit A hereto (the Credit Agreement, as so amended, the “Amended Credit Agreement”), such that on the Amendment Effective Date the terms set forth in Exhibit A hereto which appear in bold and double underlined text (inserted text) shall be added to the Credit Agreement and the terms appearing as text which is stricken (deleted text) shall be deleted from the Credit Agreement. As used in the Amended Credit Agreement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof”, and words of similar import shall, unless the context otherwise requires, mean, from and after the Amendment Effective Date, the Amended Credit Agreement.

4.No Other Amendments. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent, the Collateral Agent or the Lenders under the Credit Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of the Credit Agreement or any of the other Loan Documents. Except for the amendments set forth herein, the text of the Credit Agreement and all other Loan Documents shall remain unchanged and in full force and effect and the Company hereby ratifies and confirms its obligations thereunder. Nothing in this Amendment is intended, or shall be construed, to constitute a novation or an accord and satisfaction of any of the Obligations or to modify, affect or impair the perfection or continuity of the Administrative Agent’s, the Collateral Agent’s or the Lenders’ security interests in, security titles to, or other Liens on, any Collateral for the Obligations.

5.Conditions to Effectiveness. This Amendment and the amendments to the Credit Agreement contained in Section 3 hereof shall become effective as of the first date when, and only when, each of the following conditions has been met or duly waived by the Administrative Agent, Majority Lenders, the Replacement Tranche A1 Lenders, the Replacement Tranche A2 Lenders and the Replacement Revolving Lenders in writing (such date, the “Amendment Effective Date”):

(a)
the Administrative Agent shall have received:

(i)
from the Company, each Guarantor, the Majority Lenders, each Replacement Tranche A1 Lender, each Replacement Tranche A2 Lender and each Replacement Revolving Lender, either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart of this Amendment;

(ii)
a certificate of the Secretary or an Assistant Secretary or other authorized officer of the Company and each Guarantor, dated the Amendment Effective Date, (A) either (x) certifying the names and true signatures of the officers





of the Company and such Guarantor, as the case may be, authorized to sign this Amendment and any other documents to be delivered by the Company or such Guarantor hereunder or (y) certifying that there has been no change to the officers of the Company and such Guarantor, as the case may be, authorized to sign Loan Documents and any other documents to be delivered by the Company or such Guarantor since the incumbency certificate delivered on the Closing Date or the Merger Date, as the case may be, (B) either (x) attaching and certifying the correctness and completeness of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement or (y) certifying that there has been no change to such Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement since last delivered on the Closing Date or the Merger Date, as the case may be, (C) attaching and certifying the correctness and completeness of copies of the resolutions of the Board of Directors or similar governing body of each of the Company and each Guarantor, approving the execution, delivery and performance of this Amendment, and (D) attaching a good standing certificate of the Company and each Guarantor from the state of its organization, each dated a recent date prior to the Amendment Effective Date;

(iii)
customary legal opinions of (i) Latham & Watkins LLP, New York and Delaware counsel to the Loan Parties and (ii) Woodburn and Wedge, special Nevada counsel to the Loan Parties, in each case, dated the Amendment Effective Date and consistent with the opinions provided on the Closing Date or the Merger Date, as applicable;

(iv)
a certificate signed by an authorized officer of the Company certifying that (A) the representations and warranties of the Company and the other Loan Parties set forth in Section 6 hereof and in Article IV of the Amended Credit Agreement are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the Amendment Effective Date, before and immediately after giving effect to the consummation of the Refinancing Transactions and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date and (B) no event has occurred and is continuing, or would result from the Refinancing Transactions or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential Event of Default;

(v)
a certificate from an authorized financial officer of the Company in the form of Exhibit H to the Credit Agreement certifying as to the solvency of the Company and its Subsidiaries on a consolidated basis after giving effect to the Refinancing Transactions; and

(vi)
the payment of all fees and expenses payable to (x) the Administrative Agent and (y) the Lead Arrangers and the other Lenders party hereto, in each case,





in connection with the execution and delivery of this Amendment, including, without limitation, to the extent invoiced at least two Business Days prior to the Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Company under this Amendment;

(b)
the Administrative Agent and the Lenders shall have received all documentation and other information reasonably requested with respect to the Company and any Guarantor in writing by any Lender at least 10 Business Days in advance of the Amendment Effective Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation; and

(c)
each First Amendment Non-Consenting Lender with respect to this Amendment shall have received payment of an amount equal to the outstanding principal amount of its Advances, accrued interest thereon, accrued fees and, to the extent invoiced at least two Business Days prior to the Amendment Effective Date, all other amounts payable to it under the Credit Agreement and the other Loan Documents (including pursuant to Section 9.04 of the Credit Agreement).

6.Representations and Warranties. Each Loan Party hereby represents and warrants that (i) it has taken all necessary corporate, partnership or limited liability action, as applicable, to authorize it to execute, deliver and perform its obligations under this Amendment (including under the Amended Credit Agreement) in accordance with the terms hereof and to consummate the transactions contemplated hereby, (ii) each representation and warranty made by such Loan Party hereunder or under any Loan Document is true and correct in all material respects (unless any such representation and warranty is qualified as to materiality, in which case such representation and warranty shall be true and correct in all respects, and unless such representation and warranty is made as of an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date) as of the Amendment Effective Date, both before and after giving effect to the effectiveness of this Amendment and (iii) no Potential Event of Default or Event of Default has occurred and is continuing. This Amendment is a valid and binding obligation of each Loan Party, enforceable against such Loan Party in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, arrangement, moratorium and other similar laws affecting creditors’ rights generally, concepts of reasonableness and the application of general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

7.Acknowledgment of Security Interests. Each Loan Party hereby acknowledges that, as of the date hereof, the security interests and liens granted to the Collateral Agent under the Credit Agreement and the other Loan Documents are in full force and effect and are enforceable in accordance with the terms of the Credit Agreement and the other Loan Documents, subject to the effect of applicable bankruptcy, insolvency, arrangement, moratorium and other similar laws affecting creditors’ rights generally, concepts of reasonableness and the application of general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).






8.Reaffirmation of Guarantees and Loan Documents. Each Guarantor hereby reaffirms its guaranty of the Obligations pursuant to the Credit Agreement and hereby acknowledges that it has reviewed the terms and provisions of this Amendment and consents to this Amendment. Each Loan Party hereby confirms that each Loan Document to which it is a party or is otherwise bound will continue to be in full force and effect as amended by this Amendment and, except as expressly set forth in this Amendment, all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment.

9.Consent to Assignment.

(a)
For purposes of Section 9.07(b) of the Amended Credit Agreement, the Company and the Administrative Agent hereby consent to the assignment of (i) any Replacement Tranche A1 Advances held by the Replacement Tranche A1 Lenders on the Amendment Effective Date and (ii) any Replacement Tranche A2 Advances held by the Replacement Tranche A2 Lenders on the Amendment Effective Date; provided that the Company consents to such assignment only to the extent that the amount and relative assignee of each such assignment has been disclosed by the Replacement Tranche A1 Lenders or the Replacement Tranche A2 Lenders, as applicable, to, and approved by, the Company on or prior to the Amendment Effective Date.

(b)
For purposes of Section 9.07(b) of the Amended Credit Agreement, the Company and the Administrative Agent hereby consent to the assignment of any Advances or Commitments held by First Amendment Non-Consenting Lenders as of the Consent Deadline (as defined below); provided that the Company consents to such assignment only to the extent that the amount and relative assignee of each such assignment has been disclosed by the Administrative Agent to, and approved by, the Company on or prior to the Amendment Effective Date.

10.Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

11.Loan Document. This Amendment shall be deemed to be a Loan Document for all purposes.

12.Severability. In case any provision in or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

13.Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

14.Replacement of First Amendment Non-Consenting Lenders.

(a)
The Company hereby gives notice to each Revolving Lender and the Administrative Agent that, pursuant to Section 2.17(b) of the Credit Agreement, upon receipt of signature pages to this Amendment from the Majority Lenders and the Majority Facility Lenders with respect to the Revolving Facility, if such Revolving Lender





has not executed and delivered a signature page to this Amendment by December 7, 2018 (the “Consent Deadline”), the Company may, on or after the Consent Deadline, exercise its option to cause such Revolving Lender (each such Revolving Lender, a “First Amendment Non-Consenting Revolving Lender”) to assign and delegate without recourse, all of its interests, rights (other than its existing rights to payments pursuant to Section 2.10, 2.12 or 9.04 of the Credit Agreement) and obligations under the Credit Agreement to an Eligible Assignee that shall assume such obligations and become a party to this Amendment.

(b)
The Company hereby gives notice to each Tranche A1 Lender and the Administrative Agent that, pursuant to Section 2.17(b) of the Credit Agreement, upon receipt of signature pages to this Amendment from the Majority Lenders and the Majority Facility Lenders with respect to the Tranche A1 Advances, if such Tranche A1 Lender has not executed and delivered a signature page to this Amendment by the Consent Deadline, the Company may, on or after the Consent Deadline, exercise its option to cause such Tranche A1 Lender (each such Tranche A1 Lender, a “First Amendment Non-Consenting Tranche A1 Lender”) to assign and delegate without recourse, all of its interests, rights (other than its existing rights to payments pursuant to Section 2.10, 2.12 or 9.04 of the Credit Agreement) and obligations under the Credit Agreement to an Eligible Assignee that shall assume such obligations and become a party to this Amendment.

(c)
The Company hereby gives notice to each Tranche A2 Lender and the Administrative Agent that, pursuant to Section 2.17(b) of the Credit Agreement, upon receipt of signature pages to this Amendment from the Majority Lenders and the Majority Facility Lenders with respect to the Tranche A2 Advances, if such Tranche A2 Lender has not executed and delivered a signature page to this Amendment by the Consent Deadline, the Company may, on or after the Consent Deadline, exercise its option to cause such Tranche A2 Lender (each such Tranche A2 Lender, a “First Amendment Non-Consenting Tranche A2 Lender” and, together with the First Amendment Non-Consenting Revolving Lenders and the First Amendment Non-Consenting Tranche A1 Lenders, the “First Amendment Non-Consenting Lenders”) to assign and delegate without recourse, all of its interests, rights (other than its existing rights to payments pursuant to Section 2.10, 2.12 or 9.04 of the Credit Agreement) and obligations under the Credit Agreement to an Eligible Assignee that shall assume such obligations and become a party to this Amendment.

(d)
The Administrative Agent hereby waives the payment of the processing and recordation fee specified in Section 9.07(b)(iv) of the Credit Agreement with respect to each assignment by a First Amendment Non-Consenting Lender to an Eligible Assignee with respect to this Amendment.

[Signature pages follow.]












IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
COMPANY:
PERSPECTA INC., as the Company
By: /s/ William Luebke
Name: William Luebke
Title: Principal Accounting Officer, Senior Vice President and Controller


[Signature Page to the First Amendment - Perspecta Repricing (2018)]




GUARANTORS:
PERSPECTA HC LLC(f/k/a Enterprise Services Plano LLC), as a Guarantor
By: /s/ William Luebke     
Name: William Luebke
Title: Treasurer
PERSPECTA ENTERPRISE SOLUTIONS LLC (f/k/a Enterprise Services LLC), as a Guarantor
By: /s/ William Luebke     
Name: William Luebke
Title: Treasurer
ULTRA SECOND VMS LLC, as a Guarantor
By: /s/ William Luebke     
Name: William Luebke
Title: Treasurer
PERSPECTA ENGINEERING INC. (f/k/a Vencore, Inc.), as a Guarantor
By: /s/ William Luebke     
Name: William Luebke
Title: Treasurer
KGS HOLDING CORP., as a Guarantor
By: /s/ William Luebke     
Name: William Luebke
Title: Treasurer and Chief Financial Officer

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




PERSPECTA RISK DECISIONS INC. (f/k/a KeyPoint Government Solutions, Inc.), as a Guarantor
By: /s/ William Luebke     
Name: William Luebke
Title: Treasurer

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




ADMINISTRATIVE AGENT:    MUFG BANK, LTD., as Administrative Agent
By: /s/ Yen Hua     
Name: Yen Hua
Title: Director



[Signature Page to the First Amendment - Perspecta Repricing (2018)]




MUFG BANK, LTD.,
as a Replacement Tranche A1 Lender, Replacement Tranche A2 Lender and Replacement Revolving Lender
By: /s/ Yen Hua     
Name: Yen Hua
Title: Director



[Signature Page to the First Amendment - Perspecta Repricing (2018)]




BANK OF AMERICA, N.A.
as a Replacement Tranche A1 Lender
By: /s/ Arti Dighe     
Name: Arti Dighe
Title: Vice President


BANK OF AMERICA, N.A.
as a Replacement Tranche A2 Lender
By: /s/ Arti Dighe     
Name: Arti Dighe
Title: Vice President
BANK OF AMERICA, N.A.
as a Replacement Revolving Lender
By: /s/ Arti Dighe     
Name: Arti Dighe
Title: Vice President

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




JP MORGAN CHASE BANK, N.A.,
as a Replacement Tranche A1 Lender
By: /s/ Anthony Galea     
Name: Anthony Galea
Title: Executive Director
JP MORGAN CHASE BANK, N.A.,
as a Replacement Tranche A2 Lender
By: /s/ Anthony Galea     
Name: Anthony Galea
Title: Executive Director
JP MORGAN CHASE BANK, N.A.,
as a Replacement Revolving Lender
By: /s/ Anthony Galea     
Name: Anthony Galea
Title: Executive Director

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




Mizuho Bank, Ltd.,
as a Replacement Tranche A1 Lender
By: /s/ Donna Demagistris     
Name: Donna Demagistris
Title: Authorized Signatory
Mizuho Bank, Ltd.,
as a Replacement Tranche A2 Lender
By: /s/ Donna Demagistris     
Name: Donna Demagistris
Title: Authorized Signatory
Mizuho Bank, Ltd.,
as a Replacement Revolving Lender
By: /s/ Donna Demagistris     
Name: Donna Demagistris
Title: Authorized Signatory

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




ROYAL BANK OF CANADA,
as a Replacement Tranche A1 Lender
By: /s/ Richard C. Smith     
Name: Richard C. Smith
Title: Authorized Signatory
ROYAL BANK OF CANADA,
as a Replacement Tranche A2 Lender
By: /s/ Richard C. Smith     
Name: Richard C. Smith
Title: Authorized Signatory
ROYAL BANK OF CANADA,
as a Replacement Revolving Lender
By: /s/ Richard C. Smith     
Name: Richard C. Smith
Title: Authorized Signatory

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




THE BANK OF NOVA SCOTIA,
as a Replacement Tranche A1 Lender
By: /s/ Jason Rinne     
Name: Jason Rinne
Title: Director
THE BANK OF NOVA SCOTIA,
as a Replacement Tranche A2 Lender
By: /s/ Jason Rinne     
Name: Jason Rinne
Title: Director
THE BANK OF NOVA SCOTIA,
as a Replacement Revolving Lender
By: /s/ Jason Rinne     
Name: Jason Rinne
Title: Director

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




Fifth Third Bank,
as a Replacement Tranche A1 Lender
By: /s/ Will Batchelor     
Name: Will Batchelor
Title: Vice President
Fifth Third Bank,
as a Replacement Tranche A2 Lender
By: /s/ Will Batchelor     
Name: Will Batchelor
Title: Vice President
Fifth Third Bank,
as a Replacement Revolving Lender
By: /s/ Will Batchelor     
Name: Will Batchelor
Title: Vice President

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




PNC BANK, NATIONAL ASSOCIATION,
as a Replacement Tranche A1 Lender
By: /s/ Eric H. Williams     
Name: Eric H. Williams
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION,
as a Replacement Tranche A2 Lender
By: /s/ Eric H. Williams     
Name: Eric H. Williams
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION,
as a Replacement Revolving Lender
By: /s/ Eric H. Williams     
Name: Eric H. Williams
Title: Vice President

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




TD BANK, N.A.,
as a Replacement Tranche A1 Lender
By: /s/ Mark Hogan     
Name: Mark Hogan
Title: Senior Vice President
TD BANK, N.A.,
as a Replacement Tranche A2 Lender
By: /s/ Mark Hogan     
Name: Mark Hogan
Title: Senior Vice President
TD BANK, N.A.,
as a Replacement Revolving Lender
By: /s/ Mark Hogan     
Name: Mark Hogan
Title: Senior Vice President

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




Wells Fargo Bank, National Association,
as a Replacement Tranche A1 Lender
By: /s/ Mark B. Felker     
Name: Mark B. Felker
Title: Managing Director
Wells Fargo Bank, National Association,
as a Replacement Tranche A2 Lender
By: /s/ Mark B. Felker     
Name: Mark B. Felker
Title: Managing Director
Wells Fargo Bank, National Association,
as a Replacement Revolving Lender
By: /s/ Mark B. Felker     
Name: Mark B. Felker
Title: Managing Director

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




REGIONS BANK,
as a Replacement Tranche A1 Lender
By: /s/ Stowe Query     
Name: Stowe Query
Title: Vice President
REGIONS BANK,
as a Replacement Tranche A2 Lender
By: /s/ Stowe Query     
Name: Stowe Query
Title: Vice President
REGIONS BANK,
as a Replacement Revolving Lender
By: /s/ Stowe Query     
Name: Stowe Query
Title: Vice President

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




U.S. BANK NATIONAL ASSOCIATION,
as a Replacement Tranche A1 Lender
By: /s/ Brian Seipke     
Name: BRIAN SEIPKE
Title: SENIOR VICE PRESIDENT
U.S. BANK NATIONAL ASSOCIATION,
as a Replacement Tranche A2 Lender
By: /s/ Brian Seipke     
Name: BRIAN SEIPKE
Title: SENIOR VICE PRESIDENT
U.S. BANK NATIONAL ASSOCIATION,
as a Replacement Revolving Lender
By: /s/ Brian Seipke     
Name: BRIAN SEIPKE
Title: SENIOR VICE PRESIDENT

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




CAPITAL ONE NATIONAL ASSOCIATION,
as a Replacement Tranche A1 Lender
By: /s/ Joseph C. Costa     
Name: Joseph C. Costa
Title: Senior Vice President
CAPITAL ONE NATIONAL ASSOCIATION,
as a Replacement Tranche A2 Lender
By: /s/ Joseph C. Costa     
Name: Joseph C. Costa
Title: Senior Vice President
CAPITAL ONE NATIONAL ASSOCIATION,
as a Replacement Revolving Lender
By: /s/ Joseph C. Costa     
Name: Joseph C. Costa
Title: Senior Vice President

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




FIRST NATIONAL BANK OF PENNSYLVANIA
as a Replacement Tranche A1 Lender
By: /s/ Douglas T. Brown     
Name: Douglas T. Brown
Title: Senior Vice President
FIRST NATIONAL BANK OF PENNSYLVANIA
as a Replacement Tranche A2 Lender
By: /s/ Douglas T. Brown     
Name: Douglas T. Brown
Title: Senior Vice President

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




Apollo/Palmetto Short-Maturity Loan Portfolio, L.P.
as a Replacement Tranche A1 Lender
BY: Apollo Credit Advisors III, L.P.,
its general partner
By: /s/ Connie Yen     
Name: Connie Yen
Title: Vice President
for Lenders requiring two signature blocks
By:    
Name:
Title:



[Signature Page to the First Amendment - Perspecta Repricing (2018)]




Octagon Investment Partners XX, Ltd
By: Octagon Credit Investors, LLC
as Portfolio Manager
as a Replacement Tranche A1 Lender
By: /s/ Kimberly Wong Lem     
Name: Kimberly Wong Lem
Title: Vice President, Portfolio Administration
[for Lenders requiring two signature blocks],
By:     
Name:
Title:


[Signature Page to the First Amendment - Perspecta Repricing (2018)]





SANTANDER BANK, N.A.,
as a Replacement Tranche A2 Lender
By: /s/ Irv Roa     
Name: Irv Roa
Title: Senior Vice President
SANTANDER BANK, N.A.,
as a Replacement Revolving Lender
By: /s/ Irv Roa     
Name: Irv Roa
Title: Senior Vice President



[Signature Page to the First Amendment - Perspecta Repricing (2018)]




CITIZENS BANK, N.A.,
as a Replacement Tranche A2 Lender
By: /s/ Tracy Van Riper     
Name: Tracy Van Riper
Title: Senior Vice President
CITIZENS BANK, N.A.,
as a Replacement Revolving Lender
By: /s/ Tracy Van Riper     
Name: Tracy Van Riper
Title: Senior Vice President


[Signature Page to the First Amendment - Perspecta Repricing (2018)]




State Bank of India, New York Branch
as a Replacement Tranche A2 Lender
By: /s/ Niraj Kumar Panda     
Name: Niraj Kumar Panda
Title: VP & Head
(Credit management Cell)

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




Bayerische Landesbank, New York Branch
as a Replacement Tranche A2 Lender
By: /s/ Matthew DeCarlo     
Name: Matthew DeCarlo
Title: Senior Director
By: /s/ Gina Sandella     
Name: Gina Sandella
Title: Vice President

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




People's United Bank, National Association
as a Replacement Tranche A2 Lender
By: /s/ James Riley     
Name: James Riley
Title: Senior Vice President

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




Bank of China, New York Branch, as a
Replacement Tranche A2 Lender
By: /s/ Raymond Qiao     
Name: Raymond Qiao
Title: EVP

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




UNITED BANK,
as a Replacement Tranche A2 Lender
By: /s/ Edward J. Goedecke     
Name: Edward J. Goedecke
Title: Senior Vice President

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




GOLDMAN SACHS BANK USA,
as a Replacement Tranche A2 Lender
By: /s/ David Gaskell     
Name: David Gaskell
Title: Authorized Signatory
GOLDMAN SACHS BANK USA,
as a Replacement Revolving Lender
By: /s/ David Gaskell     
Name: David Gaskell
Title: Authorized Signatory

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




Apple Bank for Savings
as a Replacement Tranche A2 Lender
By: /s/ Douglas L. Van Horne     
Name: Douglas L. Van Horne
Title: Senior Vice President
Chief Investment Officer


[Signature Page to the First Amendment - Perspecta Repricing (2018)]




STIFEL BANK & TRUST,
as a Replacement Tranche A2 Lender
By: /s/ Nathan L. Yocum     
Name: Nathan L. Yocum
Title: Vice President

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




Bank of Taiwan, New York Branch,
as a Replacement Tranche A2 Lender
By: /s/ Yue-Li Shih     
Name: Yue-Li Shih
Title: SVP & General Manager
[for Lenders requiring two signature blocks],
By:     
Name:
Title:


[Signature Page to the First Amendment - Perspecta Repricing (2018)]




TAIWAN COOPERATIVE BANK,
SEATTLE BRANCH
as a Replacement Tranche A2 Lender
By: /s/ Yueh-Ching Lin     
Name: Yueh-Ching Lin
Title: VP & General Manager

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




ASSIGNEE

CHANG HWA COMMERCIA BANK,
LTD., NEW YORK BRANCH
By: /s/ Jerry C.S. Liu     
Name: Jerry C.S. Liu
Title:    V.P. & General Manager


[Signature Page to the First Amendment - Perspecta Repricing (2018)]




Credit Industriel et Commercial, New York Branch
as a Replacement Tranche A2 Lender
By: /s/ Clifford Abramsky     
Name: Clifford Abramsky
Title: Managing Director
By: /s/ Marcus Edward     
Name: Marcus Edward
Title: Managing Director


[Signature Page to the First Amendment - Perspecta Repricing (2018)]




Hua Nan Commercial Bank, Ltd., Los Angeles
Branch,
as a Replacement Tranche A2 Lender
By: /s/ Hsu, Tau-Yuh     
Name: HSU, TAU-YUH
Title: VP & General Manager
[for Lenders requiring two signature blocks],
By:     
Name:
Title:



[Signature Page to the First Amendment - Perspecta Repricing (2018)]




Mega International Commercial Bank Co., Ltd., New York Branch,
as a Replacement Tranche A2 Lender
By: /s/ Pi-Kai Liu     
Name: Pi-Kai Liu
Title: AVP

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




BANCO DE SABADELL, S.A., MIAMI BRANCH,
as a Replacement Tranche A2 Lender
By: /s/ Enrique Castillo     
Name: Enrique Castillo
Title: Head of Corporate Banking

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




Taiwan Business Bank, Ltd., New York Branch,
as a Replacement Tranche A2 Lender
By: /s/ Sandy Chen     
Name: Sandy Chen
Title: General Manager

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




Land Bank of Taiwan, New York Branch,
as a Replacement Tranche A2 Lender
By: /s/ Arthur Chen     
Name: Arthur Chen
Title: General Manager

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




CATHAY BANK,
as a Replacement Tranche A2 Lender
By: /s/ Nancy A. Moore     
Name: Nancy A. Moore
Title: Senior Vice President
[for Lenders requiring two signature blocks],
By:N/A     
Name:
Title:


[Signature Page to the First Amendment - Perspecta Repricing (2018)]




FirstBank Puerto Rico d/b/a FirstBank Florida,
as a Replacement Tranche A2 Lender
By: /s/ Jose M. Lacasa     
Name: Jose M. Lacasa
Title: SVP, Corporate Banking
By: /s/ Kevin P. Flynn     
Name: Kevin P. Flynn
Title: VP, Corporate Banking

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




Silvermore CLO, LTD.,
as a Replacement Tranche 2 Lender
By: /s/ Richard F. Kurth     
Name:    Richard F. Kurth
Title:    Managing Director
Silvermine Capital Management, LLC
[for Lenders requiring two signature blocks],
By:     
Name:
Title:

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




Hull St. CLO, LTD
as a Replacement Tranche 2 Lender
By: /s/ Scott D'Orsi     
Name: Scott D'Orsi
Title: Portfolio Manager
[for Lenders requiring two signature blocks],
By:     
Name:
Title:

[Signature Page to the First Amendment - Perspecta Repricing (2018)]




BARCLAYS BANK PLC,
as a Replacement Revolving Lender
By: /s/ Jake Lam     
Name: Jake Lam
Title: Assistant Vice President




[Signature Page to the First Amendment - Perspecta Repricing (2018)]




SCHEDULE I
Replacement Tranche A1 Commitment
Replacement Tranche A1 Lender
Replacement Tranche A1 Commitment
MUFG Bank, Ltd.
$25,000,000.00
Bank of America, N.A.
$25,000,000.00
JPMorgan Chase Bank, N.A.
$25,000,000.00
Mizuho Bank, Ltd
$25,000,000.00
Royal Bank of Canada
$25,000,000.00
The Bank of Nova Scotia
$23,500,000.00
Fifth Third Bank
$23,500,000.00
PNC Bank, National Association
$23,500,000.00
TD Bank, N.A.
$23,500,000.00
Wells Fargo, National Association
$22,199,200.00
Regions Bank
$20,000,000.00
U.S. Bank National Association
$20,000,000.00
Capital One National Association
$18,500,000.00
First National Bank of Pennsylvannia
$10,681,200.00
Apollo/Palmetto Short-Maturity Loan Portfolio, L.P.
$8,638,800.00
Octagon Investment Partners XX, Ltd
$2,980,800.00
Total
$322,000,000







SCHEDULE II
Replacement Tranche A2 Commitment
Replacement Tranche A2 Lender
Replacement Tranche A2 Commitment
MUFG Bank, Ltd.
$106,250,000.00
Bank of America, N.A.
$106,250,000.00
JPMorgan Chase Bank, N.A.
$100,000,000.00
Mizuho Bank, Ltd
$100,000,000.00
Royal Bank of Canada
$100,000,000.00
Santander Bank, N.A.
$90,166,477.27
Wells Fargo, National Association
$72,800,800.00
Citizens Bank, N.A.
$72,500,000.00
The Bank of Nova Scotia
$71,500,000.00
Fifth Third Bank
$71,500,000.00
PNC Bank, National Association
$71,500,000.00
TD Bank, N.A.
$71,500,000.00
State Bank of India, New York Branch
$68,234,090.91
Bayerische Landesbank, New York Branch
$60,000,000.00
Capital One National Association
$54,000,000.00
Regions Bank
$52,500,000.00
U.S. Bank National Association
$52,500,000.00
First National Bank of Pennsylvannia
$34,725,993.16
People's United Bank, National Association
$34,117,045.45
Bank of China, New York Branch
$29,243,181.82
United Bank
$26,806,250.00
Goldman Sachs Bank USA
$24,369,318.18
Apple Bank For Savings
$24,369,318.18
Stifel Bank & Trust
$14,621,590.91
Bank of Taiwan, New York Branch
$11,697,272.73
Taiwan Cooperative Bank, Seattle Branch
$11,697,272.73
Chang Hwa Commerica Bank, Ltd., New York Branch
$10,000,000.00
Credit Industriel Et Commericial - New York Branch
$9,747,727.27
Hua Nan Commercial Bank, Ltd., Los Angeles Branch
$9,747,727.27
Mega International Commericial Bank Co, Ltd., New York Branch
$9,747,727.27
Banco De Sabadell, S.A., Miami Branch
$9,747,727.27
Taiwan Business Bank, Ltd., New York Branch
$7,798,181.82
Land Bank of Taiwan, New York Branch
$6,823,409.09
Cathay Bank
$3,899,090.91
FirstBank Puerto Rico
$3,899,090.91
Silvermore CLO Ltd.
$2,166,161.40
Hull Street CLO, Ltd.
$1,949,545.45
Total
$1,608,375,000






SCHEDULE III
Replacement Revolving Commitment
Replacement Revolving Lender
Replacement Revolving Commitment
MUFG Bank, Ltd.
$67,500,000.00
Bank of America, N.A.
$67,500,000.00
JPMorgan Chase Bank, N.A.
$55,000,000.00
Mizuho Bank, Ltd
$55,000,000.00
Royal Bank of Canada
$55,000,000.00
The Bank of Nova Scotia
$30,000,000.00
Fifth Third Bank
$30,000,000.00
PNC Bank, National Association
$30,000,000.00
TD Bank, N.A.
$30,000,000.00
Wells Fargo, National Association
$30,000,000.00
Barclays Bank PLC
$30,000,000.00
Santander Bank, N.A.
$20,000,000.00
Citizens Bank, N.A.
$20,000,000.00
Capital One National Association
$20,000,000.00
Regions Bank
$20,000,000.00
U.S. Bank National Association
$20,000,000.00
Goldman Sachs Bank USA
$20,000,000.00
Total
$600,000,000








EXHIBIT A
Amendments to Credit Agreement
[See attached]







EXECUTION VERSION
EXHIBIT A
TO FIRST AMENDMENT

$3,100,000,0003,029,125,000

CREDIT AGREEMENT

Dated as of May 31, 2018

(as amended by the First Amendment to Credit Agreement dated as of December 12, 2018)

among

PERSPECTA INC.
(formerly known as Ultra SC Inc.) as the Company
THE GUARANTORS REFERRED TO HEREIN THE LENDERS REFERRED TO HEREIN
as Lenders

MUFG BANK, LTD.
as Administrative Agent

MUFG UNION BANK, N.A.
as Collateral Agent

BANK OF AMERICA, N.A.
as Syndication Agent

JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD.
and
ROYAL BANK OF CANADA
as Co-Documentation Agents and
MUFG BANK, LTD.,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, JPMORGAN CHASE BANK, N.A.,
MIZUHO BANK, LTD.,
and
RBC CAPITAL MARKETS1,
as Arrangers


1 RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates.





Table of Contents
Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS    1
Section 1.01    Certain Defined Terms    1
Section 1.02    [Reserved]    5455
Section 1.03    Other Interpretive Provisions    5455
Section 1.04    Accounting Terms    5657
Section 1.05    Divisions    58

ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES    5758
Section 2.01    The Advances    5758
Section 2.02    Making the Advances    6061
Section 2.03    [Reserved]    6466
Section 2.04    Fees    6466
Section 2.05    Optional and Mandatory Reduction of the Commitments    6566
Section 2.06    Repayment and Prepayment of Advances    6667
Section 2.07    Interest on Advances    7980
Section 2.08    Interest Rate Determination    8081
Section 2.09    Voluntary Conversion or Continuation of Advances    8081
Section 2.10    Increased Costs    8182
Section 2.11    Payments and Computations    8283
Section 2.12    Taxes    8384
Section 2.13    Sharing of Payments, Etc.    8788
Section 2.14    Evidence of Debt    8889
Section 2.15    Use of Proceeds    8889
Section 2.16    Extension of the Maturity Date    8990
Section 2.17    Mitigation Obligations; Replacement of Lenders; Non-Ratable
Termination of Commitments and Prepayments of
Certain Lenders    9192
Section 2.18    Defaulting Lenders    9394
Section 2.19    Special Purpose Funding Vehicles    9596
Section 2.20    Incremental Commitments    9596

ARTICLE III CONDITIONS OF LENDING    101102
Section 3.01    Conditions Precedent to Closing Date    101102





Section 3.02    Conditions Precedent to Merger Date    103104
Section 3.03    Conditions Precedent to Each Borrowing    106107

ARTICLE IV REPRESENTATIONS AND WARRANTIES    107108
Section 4.01    Representations and Warranties of the Company and the
Guarantors    107108

ARTICLE V COVENANTS    111113
Section 5.01    Affirmative Covenants of the Loan Parties    111113
Section 5.02    Negative Covenants of the Loan Parties    117119

ARTICLE VI EVENTS OF DEFAULT    129130
Section 6.01    Events of Default    129130
Section 6.02    Application of Funds    132134

ARTICLE VII GUARANTY    133134
Section 7.01    Unconditional Guaranty    133134
Section 7.02    Guaranty Absolute    134135
Section 7.03    Waivers and Acknowledgments    136137
Section 7.04    Subrogation    136138
Section 7.05    Continuing Guaranty; Assignments    137139
Section 7.06    Limitation on Obligations of Guarantors    138139
Section 7.07    Subordination of the Other Obligations    138140
Section 7.08    Financial Condition of the Company and the Guarantors    138140
Section 7.09    Reinstatement    138140
Section 7.10    Keepwell    139140
Section 7.11    Guarantees of Secured Hedge Obligations    139141

ARTICLE VIII THE AGENTS    139141
Section 8.01    Appointment and Authority    139141
Section 8.02    Rights as a Lender    141142
Section 8.03    Exculpatory Provisions    141142
Section 8.04    Reliance by Agents    142143
Section 8.05    Indemnification    142144
Section 8.06    Resignation of Any Agent    143144
Section 8.07    Delegation of Duties    145146
Section 8.08    Non-Reliance on Any Agent and Other Lenders    145146
Section 8.09    Other Agents    145146





ARTICLE IX MISCELLANEOUS    145146
Section 9.01    Amendments, Etc.    145146
Section 9.02    Notices, Etc.    148149
Section 9.03    No Waiver; Remedies    150152
Section 9.04    Costs, Expenses and Indemnification    151152
Section 9.05    Right of Set-off    152153
Section 9.06    Binding Effect    153154
Section 9.07    Assignments and Participations    153154
Section 9.08    Release of Liens and Guarantee    158159
Section 9.09    Governing Law    158159
Section 9.10    Execution in Counterparts    159160
Section 9.11    Consent to Jurisdiction; Waiver of Immunities    159160
Section 9.12    [Reserved]    159160
Section 9.13    Waiver of Trial by Jury    159160
Section 9.14    [Reserved]    160161
Section 9.15    Survival of Certain Provisions    160161
Section 9.16    Severability    160161
Section 9.17    Headings    160161
Section 9.18    USA PATRIOT Act Notice    160161
Section 9.19    Confidentiality    160161
Section 9.20    No Fiduciary Duty    161162
Section 9.21    Acknowledgement and Consent to Bail-In of EEA Financial
Institutions    162163
Section 9.22    Certain ERISA Matters    162163
















iii






rate per annum derived by dividing (x) the sum of the applicable Daily Margins for each of the days included in such period by (y) the number of days included in such period; provided that for the period commencing on the ClosingFirst Amendment Effective Date and ending on the date that the Company delivers the first compliance certificate pursuant to Section 5.01(b)(iii) together with the applicable financial statements pursuant to Section 5.01(b)(i) or Section 5.01(b)(ii), as applicable, following the ClosingFirst Amendment Effective Date, the Applicable Margin with respect to Revolving Loan Advances, Tranche A1 Advance and Tranche A2 Advances shall be set to the level corresponding to the higher of (x) the applicable level based on the Company’s Consolidated Total Net Leverage Ratio and (y) Level III and (ii) with respect to Term Loan B Advances, (x) 1.25%, in the case of Base Rate Advances and (y) 2.25%, in the case of Eurocurrency Rate Advances.

Appropriate Lender” means, at any time, with respect to any Class of Borrowing, a Lender that has a Commitment or holds an Advance with respect to such Class at such time.

Approved Fund” means any fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

Arrangers” means MUFG Bank, Ltd., Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement), JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd. and RBC Capital Markets2.

Assignment and Assumption” means (a) in the case of an assignment pursuant to Section 9.07(b)(viii), a Company Assignment and Assumption, and (b) in the case of any other assignment, an assignment and assumption entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in substantially the form of Exhibit B-1 hereto.

Auction Agent” means (a) the Administrative Agent or (b) any other financial institution or advisor employed by the Company (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Term Advance Prepayment pursuant to Section 2.06(c)(iii); provided that the Company shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall not be under any obligation to agree to act as the Auction Agent); provided, further, that neither the Company nor any of its Affiliates may act as the Auction Agent.

Available Amount” means, at any time (the “Available Amount Reference Time”), an amount equal to the sum of:


2 RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates.

3





or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Collateral Documents.

Collateral Documents” means the Collateral Agreement, the Mortgages and each other security agreement or pledge agreement executed and delivered pursuant to the Collateral and Guarantee Requirement, Section 5.01(h) or Section 5.01(i) to secure any of the Secured Obligations.

Commitment” means a Revolving Commitment, a Swing Line Commitment, a Tranche A1 Commitment, a Tranche A2 Commitment, a Term Loan B Commitment or an Incremental Commitment.

Commitment Fee Rate” means, for any date of determination, the rate per annum set forth in the table below that corresponds to the Level applicable to the Company for such date as set forth below for such date of determination:

Commitment Fee Rate

Level 1
0.200.15%
Level 2
0.250.20%
Level 3
0.300.25%
Level 4
0.350.30%
Level 5
0.400.35%

For the avoidance of doubt, at any time prior to the First Amendment Effective Date, the Commitment Fee Rate shall be determined in accordance with the Original Credit Agreement.

Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. §1 et. seq.), as amended from time to time and any successor statute.

Communications” has the meaning set forth in Section 9.02(g(ii).
Company” has the meaning set forth in the recital of parties.

Company Assignment and Assumption” means an assignment and assumption entered into by a Lender and the Company, and accepted by the Administrative Agent, in substantially the form of Exhibit B-2 hereto.

Company Offer of Specified Discount Prepayment” means the offer by any Company Party to make a voluntary prepayment of Term Advances at a Specified Discount to par pursuant to Section 2.06(c)(iii)(B).

Company Parties” means the collective reference to the Company and its Restricted Subsidiaries and “Company Party” means any one of them.

Company Solicitation of Discount Range Prepayment Offers” means the solicitation by any Company Party of offers for, and the corresponding acceptance by a

11





the property that was subject to such Liens prior to such replacement, extension or renewal.

Daily Margin” means, for any date of determination, the interest rate per annum set forth in the table below that corresponds to (i) the Level applicable to the Company for such date of determination and (ii) the Class and Type of Advance:

 
Daily Margin
 
Daily Margin for
Daily Margin for
for Tranche
 
Revolving Loan
Revolving Loan
A1 Advances
Daily Margin
Advances and
Advances and
that are
for Tranche A1
Tranche A2
Tranche A2
Eurocurrency
Advances that
Advances that are
Advances that
Rate
are Base Rate
Eurocurrency Rate
are Base Rate
 Advances
 Advances
 Advances
 Advances
Level 1
0.875%
0.000%
1.000%
0.000%
Level 12
1.125%
0.125%
1.250%
0.250%
Level 23
1.375%
0.375%
1.500%
0.500%
Level 34
1.625%
0.625%
1.750%
0.750%
Level 45
1.875%
0.875%
2.000%
1.000%
Level 5
2.125%
1.125%
2.250%
1.250%
For the avoidance of doubt, at any time prior to the First Amendment Effective Date, the Daily Margin shall be determined in accordance with the Original Credit Agreement.

Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States of America or other applicable jurisdictions from time to time in effect.

Declined Proceeds” has the meaning set forth in Section 2.06(b)(ii)(D).

Defaulting Lender” means at any time, subject to Section 2.18(b), (i) any Lender that has failed for three or more Business Days to comply with its obligations under this Agreement to make an Advance, or fails to fund participations in Swing Line Advances within three Business Days of the date required to be funded, unless, in the case of any Advance, such Lender has notified the Administrative Agent and the Company in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding has not been satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified in such writing), (ii) any Lender that has notified the Administrative Agent, any Swing Line Bank or the Company in writing, or has stated publicly, that it does not intend to comply with its funding





17






Section 2.06(b) and voluntary prepayments of Term Advances under Section 2.06(c)) made in cash by the Company and its Restricted Subsidiaries during such fiscal year or portion, but only to the extent that the Funded Debt so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not occur in connection with a refinancing of all or any portion of such Funded Debt, (v) increases in Working Capital between the beginning of each fiscal year or portion and the end of such fiscal year or portion, (vi) cash items added back in the calculation of Consolidated EBITDA for such fiscal year or portion pursuant to clause (b)(iv), (b)(vi), (b)(vii), (b)(xii), (b)(xvi) or (b)(xvii) of the definition of “Consolidated EBITDA”, (vii) amounts added back in the calculation of Consolidated EBITDA for such fiscal year or portion pursuant to clause (b)(xiiixiv) or (b)(xviixviii) of the definition of “Consolidated EBITDA”, (viii) Investments made in cash during such fiscal year or portion to the extent permitted by Section 5.02(e)(ii) or 5.02(e)(xiii), and (ix) Restricted Payments (other than Restricted Payments made to the Company or any Restricted Subsidiary) made in cash during such fiscal year or period pursuant to Section 5.02(d)(iv), 5.02(d)(ix) or 5.02(d)(x).

Exchange Act Report” means, collectively, the Form 10, the Annual Reports of the Company on Form 10-K, from time to time, and Quarterly Reports on Form 10-Q, from time to time, and Reports on Form 8-K of the Company filed with or furnished to the SEC from time to time.

Excluded Assets” has the meaning set forth in the Collateral Agreement.

Excluded Subsidiary” means (i) any Subsidiary that is not a wholly owned
Subsidiary of the Company, (ii) any Foreign Subsidiary, (iii) any Disregarded Domestic Person, (iv) any Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary or a Disregarded Domestic Person, (v) any Subsidiary that is prohibited or restricted by applicable law, regulation or by any Contractual Obligation existing on the Closing Date or on the date such Person becomes a Subsidiary (as long as such Contractual Obligation was not entered into in contemplation of such Person becoming a Subsidiary) from providing a guarantee of the Guaranteed Obligations or if such guarantee would require governmental (including regulatory) consent, approval, license or authorization unless such consent, approval, license or authorization has been received, (vi) any Subsidiary that is a not-for-profit organization, (vii) any Unrestricted Subsidiary, (viii) any other Restricted Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent, the cost or other consequences of becoming a Guarantor shall be excessive in view of the benefits to be obtained by the Lenders therefrom and (ix) any SPV.

Excluded Swap Obligation” means, with respect to any Loan Party, any obligation (a “Swap Obligation”) to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act, if, and to the extent that, all or a portion of the guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such
24





Extended Advances” means any Advances in respect of which the Maturity Date is extended pursuant to Section 2.16.

Extension” has the meaning set forth in Section 2.16(a).

Extension Amendment” has the meaning set forth in Section 9.01.

Extension Request” has the meaning set forth in Section 2.16(a).

Facility” means the Revolving Facility, the Swing Line Sub-Facility, the Term Loan A Facilities, the Term Loan B Facility, a Replacement Facility or an Incremental Facility, if any, as applicable; provided that if the Maturity Date or Revolving Commitment Termination Date of some but less than all of the Commitments or Advances of any Facility shall be extended pursuant to Section 2.16, thereafter the Commitments and/or Advances of such Facility in respect of which such Maturity Date or Revolving Commitment Termination Date were extended shall constitute a separate Facility from the Commitments and/or Advances of such Facility in respect of which no such extension was effected.

FATCA” means Sections 1471 through 1474 of the Code, as of the date of this AgreementClosing 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 agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“First Amendment” means that certain First Amendment to Credit Agreement, dated as of December 12, 2018, by and among the Company, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent.

“First Amendment Effective Date” means the date on which the conditions set forth in Section 5 of the First Amendment have been satisfied, which date is December 12, 2018.

First Lien Intercreditor Agreement” means an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent and the Company, among the Company, each Guarantor, the Administrative Agent and one or more collateral agents or representatives for the holders of Indebtedness issued or incurred

26





Agent or any Lender that are required to be paid by the Company pursuant hereto) or otherwise. Notwithstanding the foregoing, Obligations of any Guarantor shall in no event include any Excluded Swap Obligations of such Guarantor.

Obligee Guarantor” has the meaning set forth in Section 7.07.

Offered Amount” has the meaning set forth in Section 2.06(c)(iii)(D)(1).

Offered Discount” has the meaning set forth in Section 2.06(c)(iii)(D)(1).

Organizational Documents” means with respect to any Person (other than an
individual), such Person’s Articles (Certificate) of Incorporation, or equivalent formation documents, and Regulations (Bylaws), or equivalent governing documents, and, in the case of any partnership or limited liability company, includes any partnership agreement, operating agreement or limited liability company agreements (as applicable) and any amendments to any of the foregoing.

“Original Credit Agreement” means the Credit Agreement, dated as of May 31, 2018, by and among the Company, the Lenders party thereto, the Guarantors party thereto, the Collateral Agent and the Administrative Agent, as amended, restated, amended and restated, supplemented or otherwise modified prior to the First Amendment Effective Date.

Original Debt” has the meaning set forth in the definition of “Refinancing Debt”.

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

Other Secured Agreements” means the Secured Hedge Agreements and the agreements governing the Secured Letters of Credit and the Secured Cash Management Obligations.

Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.17).

Other Term Loan Advances” means Other Term Loan A Advances or Other Term Loan B Advances or both.

39





Swap Obligation” has the meaning set forth in the definition of “Excluded Swap Obligation.”

Swing Line Advance” means an advance under the Swing Line Sub-Facility made in U.S. Dollars as a Base Rate Advance pursuant to Section 2.01(b).

Swing Line Bank” means any Lender or its Affiliate that agrees to serve as a Swing Line Bank and has provided the Company and the Administrative Agent evidence of its Swing Line Commitment, or any successor swing line lender hereunder.

Swing Line Commitment” means, for each Swing Line Bank, such amount as shall be notified to the Administrative Agent and the Company.

Swing    Line    Sub-Facility    means    an    amount    equal    to    the    lesser of (a) $100,000,000 and (b) the aggregate amount of the Commitments under the Revolving Facility. The Swing Line Sub-Facility is part of, and not in addition to, the Revolving Facility.

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

Term Advance” means a Tranche A1 Advance, a Tranche A2 Advance, a Term Loan B Advance, an Incremental Term Loan A Advance, an Incremental Term Loan B Advance or a Replacement Advance in respect of any of the foregoing.

Term Facility” means a Term Loan A Facility, the Term Loan B Facility, an Incremental Term Loan A Facility or Incremental Term Loan B Facility.

Term Lender” means a Tranche A1 Lender, a Tranche A2 Lender, an Incremental Term Loan A Lender, a Term Loan B Lender, an Incremental Term Loan B Lender or a lender in respect of Replacement Advances that are Term Advances.

Term Loan A Advance” means a Tranche A1 Advance, a Tranche A2 Advance or an Incremental Term Loan A Advance.

Term Loan A Facilities” means the Tranche A1 Facility and the Tranche A2 Facility.
Term Loan B Advance” means an advance made on pursuant to Section 2.01(d).
Term Loan B Commitment” means, with respect to each Term Loan B Lender, the commitment, if any, of such Term Loan B Lender to make a Term Loan B Advance hereunder on the Closing Date or, if the Company so elects, the Merger Date. The initial aggregate amount of the Term Loan B Lenders’ Commitments ison the Closing Date was $500,000,000.



51





Term Loan B Facility” means the Term Loan B Facility provided hereunder.

Term Loan B Lender” means a lender with a Term Loan B Commitment or Term Loan B Advance.

Term Loan B Maturity Date” means May 31, 2025 or, if such date is not a Business Day, the first Business Day thereafter (unless such next Business Day is not in the same calendar month, in which case the next preceding Business Day).

Term Loan B Repayment Date” means the last Business Day of each March, June, September and December, commencing with the last Business Day of the first full fiscal quarter ending after the Closing Date.

Trade Date” has the meaning set forth in Section 9.07(b)(i)(B).

Tranche A1 Advance” means an advance made pursuant to Section 2.01(c)(i).

Tranche A1 Commitment” means, with respect to each Tranche A1 Lender, the commitment, if any, of such Tranche A1 Lender to make Tranche A1 Advances hereunder on the Closing Date and, if the Company so elects, the Merger Date. The initial aggregate amount of the Tranche A1 Lenders’ Commitments ison the Closing Date was $350,000,000. The aggregate amount of the Tranche A1 Lenders’ Commitments on the First Amendment Effective Date was $322,000,000.

Tranche A1 Facility” means the Tranche A1 Facility provided hereunder.

Tranche A1 Lender” means a lender with a Tranche A1 Commitment or Tranche A1 Advance.

Tranche A1 Maturity Date” means May 31, 2021 or, if such date is not a Business Day, the first Business Day thereafter (unless such next Business Day is not in the same calendar month, in which case the next preceding Business Day).

Tranche A2 Advance” means an advance made, converted or continued pursuant to Section 2.01(c)(ii).

Tranche A2 Commitment” means, with respect to each Tranche A2 Lender, the commitment, if any, of such Tranche A2 Lender to make a Tranche A2 Advance hereunder on the Closing Date and, if the Company so elects, the Merger Date. The initial aggregate amount of the Tranche A2 Lenders’ Commitments ison the Closing Date was $1,650,000,000. The aggregate amount of the Tranche A2 Lenders’ Commitments on the First Amendment Effective Date was $1,608,375,000.

Tranche A2 Facility” means the Tranche A2 Facility provided hereunder.

Tranche A2 Lender” means a lender with a Tranche A2 Commitment or Tranche A2 Advance.


52





Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Restricted Subsidiary thereof at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

Section 1.05    Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES

Section 2.01    The Advances.

(a)Revolving Facility. Each Revolving Lender of any Class severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loan Advances of such Class denominated in U.S. Dollars to the Company from time to time on any Business Day during the period from the Closing Date until the Revolving Commitment Termination Date of such Lender in respect of such Class in an amount not to exceed such Revolving Lender’s Unused Revolving Commitment; provided that the aggregate principal amount of all Revolving Loan Advances to be made on the Closing Date and the Merger Date shall not exceed
$100,000,000. Each Borrowing under the Revolving Facility shall be in an amount not less than the Borrowing Minimum or a Borrowing Multiple in excess thereof and shall consist of Revolving Loan Advances of the same Type and in the same currency made on the same day by the Revolving Lenders ratably according to their respective Revolving Commitments. Within the limits of each Revolving Lender’s Revolving Commitment of such Class, the Company may borrow under this Section 2.01(a), prepay pursuant to Section 2.06 and reborrow under this Section 2.01(a).

(a) Swing Line Advances. Each Swing Line Bank agrees, on the terms and conditions hereinafter set forth, to make Swing Line Advances denominated in U.S. Dollars to the Company from time to time on any Business Day during the period from the Closing Date until the Revolving Commitment Termination Date applicable to such Swing Line Bank (i) in an aggregate amount for each Swing Line Bank not to exceed at any time outstanding such Swing Line Bank’s Swing Line Commitment, (ii) in an aggregate amount for all Swing Line Banks not to exceed at any time outstanding the Swing Line Sub-Facility and (iii) in an amount for each Borrowing of Swing Line Advances not to exceed the Unused Revolving Commitments of the Revolving Lenders on such Business Day. No Swing Line Advance shall be used for the


59


(Back To Top)

Section 3: EX-10.2 (CREDIT AGREEMENT, AS AMENDED)

Exhibit
Exhibit 10.2

AMENDED CREDIT AGREEMENT AS OF DECEMBER 12, 2018
    

$3,029,125,000

CREDIT AGREEMENT

Dated as of May 31, 2018

(as amended by the First Amendment to Credit Agreement dated as of December 12, 2018)

among

PERSPECTA INC.
(formerly known as Ultra SC Inc.)
as the Company

THE GUARANTORS REFERRED TO HEREIN

THE LENDERS REFERRED TO HEREIN
as Lenders

mufg bank, ltd.
as Administrative Agent

MUFG UNION BANK, N.A.
as Collateral Agent

BANK OF AMERICA, N.A.
as Syndication Agent

JPMORGAN CHASE BANK, N.A.,
MIZUHO BANK, LTD.
and
ROYAL BANK OF CANADA
as Co-Documentation Agents

and

mufg bank, ltd.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
JPMORGAN CHASE BANK, N.A.,
MIZUHO BANK, LTD.,
and
RBC Capital Markets (RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates.),
as Arrangers

iv
#91457152v12
NYDOCS03/975192.6






Table of Contents
 
 
 
Page
 
 
 
 
Article I DEFINITIONS AND ACCOUNTING TERMS
1
 
Section 1.01
Certain Defined Terms
1
 
Section 1.02
[Reserved]
55
 
Section 1.03
Other Interpretive Provisions
55
 
Section 1.04
Accounting Terms
57
 
Section 1.05
Divisions
58
 
 
 
 
Article II AMOUNTS AND TERMS OF THE ADVANCES
58
 
Section 2.01
The Advances
58
 
Section 2.02
Making the Advances
61
 
Section 2.03
[Reserved]
66
 
Section 2.04
Fees
66
 
Section 2.05
Optional and Mandatory Reduction of the Commitments
66
 
Section 2.06
Repayment and Prepayment of Advances
67
 
Section 2.07
Interest on Advances
80
 
Section 2.08
Interest Rate Determination
81
 
Section 2.09
Voluntary Conversion or Continuation of Advances
81
 
Section 2.10
Increased Costs
82
 
Section 2.11
Payments and Computations
83
 
Section 2.12
Taxes
84
 
Section 2.13
Sharing of Payments, Etc.
88
 
Section 2.14
Evidence of Debt
89
 
Section 2.15
Use of Proceeds
89
 
Section 2.16
Extension of the Maturity Date
90
 
Section 2.17
Mitigation Obligations; Replacement of Lenders; Non-Ratable Termination of Commitments and Prepayments of Certain Lenders
92
 
Section 2.18
Defaulting Lenders
94
 
Section 2.19
Special Purpose Funding Vehicles
96
 
Section 2.20
Incremental Commitments
96
 
 
 
 
Article III CONDITIONS OF LENDING
102
 
Section 3.01
Conditions Precedent to Closing Date
102
 
Section 3.02
Conditions Precedent to Merger Date
104
 
Section 3.03
Conditions Precedent to Each Borrowing
107
 
 
 
 
Article IV REPRESENTATIONS AND WARRANTIES
108
 
Section 4.01
Representations and Warranties of the Company and the Guarantors
108
 
 
 
 
Article V COVENANTS
113
 
Section 5.01
Affirmative Covenants of the Loan Parties
113
 
Section 5.02
Negative Covenants of the Loan Parties
119
 
 
 
 





Article VI EVENTS OF DEFAULT
130
 
Section 6.01
Events of Default
130
 
Section 6.02
Application of Funds
134
 
 
 
 
Article VII GUARANTY
134
 
Section 7.01
Unconditional Guaranty
134
 
Section 7.02
Guaranty Absolute
135
 
Section 7.03
Waivers and Acknowledgments
137
 
Section 7.04
Subrogation
138
 
Section 7.05
Continuing Guaranty; Assignments
139
 
Section 7.06
Limitation on Obligations of Guarantors
139
 
Section 7.07
Subordination of the Other Obligations
140
 
Section 7.08
Financial Condition of the Company and the Guarantors
140
 
Section 7.09
Reinstatement
140
 
Section 7.10
Keepwell
140
 
Section 7.11
Guarantees of Secured Hedge Obligations
141
 
 
 
 
Article VIII THE AGENTS
141
 
Section 8.01
Appointment and Authority
141
 
Section 8.02
Rights as a Lender
142
 
Section 8.03
Exculpatory Provisions
142
 
Section 8.04
Reliance by Agents
143
 
Section 8.05
Indemnification
144
 
Section 8.06
Resignation of Any Agent
144
 
Section 8.07
Delegation of Duties
146
 
Section 8.08
Non-Reliance on Any Agent and Other Lenders
146
 
Section 8.09
Other Agents
146
 
 
 
 
Article IX MISCELLANEOUS
146
 
Section 9.01
Amendments, Etc.
146
 
Section 9.02
Notices, Etc.
149
 
Section 9.03
No Waiver; Remedies
152
 
Section 9.04
Costs, Expenses and Indemnification
152
 
Section 9.05
Right of Set-off
153
 
Section 9.06
Binding Effect
154
 
Section 9.07
Assignments and Participations
154
 
Section 9.08
Release of Liens and Guarantee
159
 
Section 9.09
Governing Law
159
 
Section 9.10
Execution in Counterparts
160
 
Section 9.11
Consent to Jurisdiction; Waiver of Immunities
160
 
Section 9.12
[Reserved]
160
 
Section 9.13
Waiver of Trial by Jury
160
 
Section 9.14
[Reserved]
161
 
Section 9.15
Survival of Certain Provisions
161
 
Section 9.16
Severability
161
 
Section 9.17
Headings
161





 
Section 9.18
USA PATRIOT Act Notice
161
 
Section 9.19
Confidentiality
161
 
Section 9.20
No Fiduciary Duty
162
 
Section 9.21
Acknowledgement and Consent to Bail-In of EEA Financial Institutions
163
 
Section 9.22
Certain ERISA Matters
163
 
 
 
 
SCHEDULES
 
 
Schedule I
Lenders’ Commitments
I
 
Schedule 1.01(a)
Litigation and Investigations
1.01(a)
 
Schedule 1.01(b)
Remaining Acquired Business Debt
1.01(b)
 
Schedule 2.02
Administrative Agent’s Wire Instructions
2.02
 
Schedule 5.02(a)
Liens on the Closing Date
5.02(a)
 
Schedule 5.02(b)
Indebtedness on the Closing Date
5.02(b)
 
Schedule 5.02(g)
Existing Agreements on the Closing Date
5.02(g)
 
Schedule 9.02
Agents’ Addresses
9.02
 
 
 
 
EXHIBITS
 
 
Exhibit A
Form of Notice of Borrowing
A
 
Exhibit B-1
Form of Assignment and Assumption
B-1
 
Exhibit B-2
Form of Company Assignment and Assumption
B-2
 
Exhibit C-1
Form of Opinion of Latham & Watkins LLP (Closing Date)
C-1
 
Exhibit C-2
Form of Opinion of Woodburn and Wedge (Closing Date)
C-2
 
Exhibit C-3
Form of Opinion of Latham & Watkins LLP (Merger Date)
C-3
 
Exhibit D
Form of Extension Request
D
 
Exhibit E-1
Form of U.S. Tax Compliance Certificate (Foreign Lenders that are not Partnerships)
E-1
 
Exhibit E-2
Form of U.S. Tax Compliance Certificate (Foreign Participants that are not Partnerships)
E-2
 
Exhibit E-3
Form of U.S. Tax Compliance Certificate (Foreign Participants that are Partnerships)
E-3
 
Exhibit E-4
Form of U.S. Tax Compliance Certificate (Foreign Lenders that are Partnerships)
E-4
 
Exhibit F
Form of Guarantor Joinder Agreement
F
 
Exhibit G
Form of Perfection Certificate
G
 
Exhibit H
Form of Solvency Certificate
H
 
Exhibit I-1
Form of Acceptance and Prepayment Notice
I-1
 
Exhibit I-2
Form of Discount Range Prepayment Notice
I-2
 
Exhibit I-3
Form of Discount Range Prepayment Offer
I-3
 
Exhibit I-4
Form of Solicited Discounted Prepayment Notice
I-4
 
Exhibit I-5
Form of Solicited Discounted Prepayment Offer
I-5
 
Exhibit I-6
Form of Specified Discount Prepayment Notice
I-6
 
Exhibit I-7
Form of Specified Discount Prepayment Response
I-7
 
Exhibit J-1
Form of Term Advance Note
J-1
 
Exhibit J-2
Form of Revolving Loan Advance Note
J-2





 
Exhibit J-3
Form of Swing Line Advance Note
J-3






CREDIT AGREEMENT
Dated as of May 31, 2018

This CREDIT AGREEMENT is entered into as of May 31, 2018, among Perspecta Inc. (formerly known as Ultra SC Inc.), a Nevada corporation (the “Company”), the Guarantors from time to time party hereto, the financial institutions from time to time parties hereto (the “Lenders”), MUFG Bank, Ltd., a member of MUFG, a global financial group (“MUFG”), as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”) and MUFG Union Bank, N.A. in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
In consideration of the premises and the agreements, provisions and covenants herein contained, the Company, the Guarantors, the Lenders, the Administrative Agent and the Collateral Agent agree as follows:
Article I

Article IIDEFINITIONS AND ACCOUNTING TERMS
Section .Certain Defined Terms
. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
Acceptable Discount” has the meaning set forth in ýSection 2.06(c)(iii)(D)(2).
Acceptable Prepayment Amount” has the meaning set forth in ýSection 2.06(c)(iii)(D)(3).
Acceptance and Prepayment Notice” means a notice of the Company’s acceptance of the Acceptable Discount in substantially the form of Exhibit I-1.
Acceptance Date” has the meaning set forth in ýSection 2.06(c)(iii)(D)(2).
Acquired Business” means, collectively, Vector and Kodiak.
Acquisition” means the Company’s acquisition indirectly though one or more of its wholly-owned Domestic Subsidiaries of the Acquired Business from the Seller as set forth in the Acquisition Agreement and for the consideration set forth therein.
Acquisition Agreement” means the Agreement and Plan of Merger dated as of October 11, 2017 between the Company, DXC, Ultra First VMS Inc., Ultra Second VMS LLC, Ultra KMS Inc., the Seller and the Acquired Business, as amended or otherwise modified from time to time prior to the Closing Date.
Acquisition Agreement Representations” has the meaning set forth in ýSection 3.02(a)(i).
Acquisition Term Loans” has the meaning set forth in Section 2.01(c)(i).
Administrative Agent” has the meaning set forth in the recital of parties.





Administrative Agent Account” means the account of the Administrative Agent maintained by the Administrative Agent as set forth in Schedule 2.02 or such other account of the Administrative Agent as is designated in writing from time to time to the Company and the Appropriate Lenders for such purpose.
Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
Advance” means a Revolving Loan Advance, a Tranche A1 Advance, a Tranche A2 Advance, a Term Loan B Advance, an Incremental Advance or a Swing Line Advance. Each Advance shall be either a Base Rate Advance or a Eurocurrency Rate Advance.
Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or executive officer (as such term is used in Regulation S-K promulgated under the Securities Act of 1933, as amended) of such Person.
Agent” means the Administrative Agent, and any successor thereto in such capacity; provided that, with respect to Articles VIII and IX (other than Section 9.07) and any provisions regarding Collateral or Collateral Documents, “Agent” shall also include the Collateral Agent.
Agent Parties” has the meaning set forth in Section 9.02(g)(ii).
Agreement” means this Credit Agreement, as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.
Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Company or its Subsidiaries from time to time concerning or relating to bribery or corruption.
Applicable Discount” has the meaning set forth in ýSection 2.06(c)(iii)(C)(2).
Applicable Lending Office” means, with respect to each Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Company and the Administrative Agent.
Applicable Margin” means, as at any date of determination, (i) with respect to Revolving Loan Advances, Tranche A1 Advance and Tranche A2 Advances, the interest rate per annum derived by dividing (x) the sum of the applicable Daily Margins for each of the days included in such period by (y) the number of days included in such period; provided that for the period commencing on the First Amendment Effective Date and ending on the date that the Company delivers the first compliance certificate pursuant to Section 5.01(b)(iii) together with the applicable financial statements pursuant to Section 5.01(b)(i) or Section 5.01(b)(ii), as applicable, following the First Amendment Effective Date, the Applicable Margin with respect to Revolving Loan Advances, Tranche A1 Advance and Tranche A2 Advances shall be set to the level corresponding to the higher of (x) the applicable level based on the Company’s Consolidated Total Net Leverage Ratio and (y) Level III and (ii) with respect to Term Loan B Advances, (x) 1.25%, in the case of Base Rate Advances and (y) 2.25%, in the case of Eurocurrency Rate Advances.
Appropriate Lender” means, at any time, with respect to any Class of Borrowing, a Lender that has a Commitment or holds an Advance with respect to such Class at such time.





Approved Fund” means any fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
Arrangers” means MUFG Bank, Ltd., Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement), JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd. and RBC Capital Markets RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates..
Assignment and Assumption” means (a) in the case of an assignment pursuant to Section 9.07(b)(viii), a Company Assignment and Assumption, and (b) in the case of any other assignment, an assignment and assumption entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in substantially the form of Exhibit B-1 hereto.
Auction Agent” means (a) the Administrative Agent or (b) any other financial institution or advisor employed by the Company (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Term Advance Prepayment pursuant to ýSection 2.06(c)(iii); provided that the Company shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall not be under any obligation to agree to act as the Auction Agent); provided, further, that neither the Company nor any of its Affiliates may act as the Auction Agent.
Available Amount” means, at any time (the “Available Amount Reference Time”), an amount equal to the sum of:
(a)    $200,000,000; plus
(b)    the sum, with respect to (A) the portion of the fiscal year beginning on the Closing Date and ending on the last day of the fiscal year ending on or about March 31, 2019 and (B) each full fiscal year of the Company commencing after the Closing Date and ending prior to the Available Amount Reference Time (which amount for each such fiscal year or portion shall not be less than zero), of (x) the Excess Cash Flow of the Company and its Restricted Subsidiaries for such fiscal year or portion of a fiscal year, minus (y) the ECF Percentage of such Excess Cash Flow (it being understood and agreed that (i) the difference set forth in this clause (b) shall be calculated for each fiscal year or portion of a fiscal year within five (5) Business Days after financial statements have been delivered pursuant to Section 5.01(b)(ii) and the related compliance certificate has been delivered pursuant to Section 5.01(b)(iii) for such fiscal year or portion of a fiscal year and (ii) the ECF Percentage for such fiscal year or portion of a fiscal year shall be determined as of the last day of the fiscal year or portion of a fiscal year covered by such financial statements); plus
(c)    100% of the aggregate amount of cash and Cash Equivalents, and the fair market value, as determined in good faith by the Company, of marketable securities or other property, contributed (other than by a Restricted Subsidiary) to the capital of the Company, or received (other than from a Restricted Subsidiary) in consideration for the issuance of Equity Interests (other than Disqualified Equity Interests) of the Company, after the Closing Date and on or prior to the Available Amount Reference Time (including upon the exercise of warrants or options); plus





(d)    the aggregate principal amount of any Disqualified Equity Interests or Indebtedness of the Company or any Restricted Subsidiary owed to a Person other than the Company or any Guarantor or a Restricted Subsidiary of the Company or any Guarantor issued or incurred after the Closing Date which has been converted into, or exchanged for, Equity Interests of the Company (or any direct or indirect parent) (other than Disqualified Equity Interests); plus
(e)    the aggregate amount of cash and Cash Equivalents received from each Investment made pursuant to Section 5.02(e)(xi) prior to such Available Amount Reference Time (including upon Disposition of such Investment or from dividends, distributions, interest or principal received in respect of such Investment), in each case not to exceed the amount of the original Investment; plus
(f)    the aggregate amount of Investments made pursuant to Section 5.02(e)(xi) in any Unrestricted Subsidiary that has been redesignated as a Restricted Subsidiary or that has been merged or consolidated into the Company or any of its Restricted Subsidiaries, in each case not to exceed the amount of the original Investment; plus
(g)    Declined Proceeds; minus
(h)    any amount of the Available Amount used to make Investments pursuant to Section 5.02(e)(xi) after the Closing Date and prior to the Available Amount Reference Time, minus
(i)    any amount of the Available Amount used to make Restricted Payments pursuant to ýSection 5.02(d)(v) after the Closing Date and prior to the Available Amount Reference Time, minus
(j)    any amount of the Available Amount used to make payments in respect of Indebtedness pursuant to ýSection 5.02(j)(v) after the Closing Date and prior to the Available Amount Reference Time.
Available Amount Reference Time” has the meaning set forth in the definition of “Available Amount.”
Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
Bail-In Legislation” means, 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 for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. § 101 et seq.).
Base Rate” means, for any period, a fluctuating interest rate per annum as shall be in effect from time to time, which rate per annum shall at all times be equal to the highest of:
(a)    the rate of interest announced publicly by MUFG in New York, New York, from time to time, as MUFG’s “Prime Rate”;





(b)    1/2 of one percent per annum above the Federal Funds Rate; and
(c)    the rate equal to the Eurocurrency Rate for U.S. Dollars based on an Interest Period of one month determined for each day that a Base Rate Advance is outstanding (and in respect of any day that is not a Business Day, such rate as in effect on the immediately preceding Business Day) plus 1.00% per annum;
provided that in the case of Term Loan B Advances only, the Base Rate shall at no time be less than 1.00% per annum.
Base Rate Advance” means an Advance which bears interest as provided in Section 2.07(a).
Base Rate Default Interest” has the meaning set forth in Section 2.07(a).
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 ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
Borrowing” means a borrowing of Advances of the same Type and Class made by each of the Appropriate Lenders pursuant to this Agreement on the same date to the Company pursuant to the same Notice of Borrowing.
Borrowing Minimum” means $10,000,000.
Borrowing Multiple” means $1,000,000.
Business Day” means a day of the year on which banks are not required or authorized by law to close in New York City and, if the applicable Business Day relates to any Eurocurrency Rate Advances, on which dealings are carried on in the London interbank market and banks are open for business in London.
Call or Defeasance Deposit” has the meaning set forth in the definition of “Called or Defeased Debt.”
Called or Defeased Debt” means, at any time, Indebtedness of the Company or any Restricted Subsidiary that has, at such time, been called for redemption or defeased and for which cash, Cash Equivalents and/or U.S. treasury securities (a “Call or Defeasance Deposit”) have been deposited with a trustee, paying agent or other Person (other than an Affiliate of the Company) in an amount intended to satisfy the principal amount, premium, if any, and interest on such Indebtedness through the applicable maturity or redemption date.
Capital Lease” means, with respect to any Person, any lease of any property by that Person as lessee which would, in conformity with GAAP, be required to be accounted for as a capital lease on the balance sheet of that Person.





Capital Lease Obligations” means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any Capital Lease, and the amount of such obligations shall be the capitalized amount thereof.
Capital Stock” means (i) in the case of a corporation, capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership, partnership interests (whether general or limited) and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.
Cash Equivalents” means (i) marketable direct obligations issued or unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government; (ii) domestic and Eurocurrency certificates of deposit and time deposits, bankers’ acceptances and floating rate certificates of deposit issued by any commercial bank organized under the laws of the United States, any state thereof, the District of Columbia, any foreign bank, or its branches or agencies; (iii) shares of money market, mutual or similar funds having assets in excess of $100,000,000 and at least 95.0% of the investments of which are limited to investment grade securities (i.e., securities rated at least Baa by Moody’s or at least BBB by S&P); and (iv) commercial paper of United States and foreign banks and bank holding companies and their subsidiaries and United States and foreign finance, commercial, industrial or utility companies which, at the time of acquisition, are rated A-1 (or better) by S&P or P-1 by Moody’s; provided that the maturities of such Cash Equivalents described in the foregoing clauses (i) through (iv) shall not exceed 365 days; (v) repurchase obligations of any commercial bank organized under the laws of the United States, any state thereof, the District of Columbia, any foreign bank, or its branches or agencies having a term not more than thirty (30) days, with respect to securities issued or fully guaranteed or insured by the United States government; (vi) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth, territory, political subdivision, taxing authority or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least BBB by S&P or at least Baa by Moody’s; (vii) securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any commercial bank organized under the laws of the United States, any state thereof or the District of Columbia (which commercial bank shall have a short-term debt rating of A-1 (or better) by S&P or P-1 by Moody’s), or by any foreign bank (which foreign bank shall have a rating of B or better from Thomson BankWatch Global Issuer Rating or, if not rated by Thomson BankWatch Global Issuer Rating, which foreign bank shall be an institution acceptable to the Administrative Agent), or its branches or agencies; or (viii) shares of money market mutual or similar funds at least 95.0% of the assets of which are invested in the types of investments satisfying the requirements of clauses (i) through (vii) of this definition.
Casualty Event” means any event that gives rise to the receipt by the Company or any of its Restricted Subsidiaries of any insurance proceeds or condemnation awards in respect of any property or assets of the Company or any of its Restricted Subsidiaries to the extent the Net Cash Proceeds with respect to such event exceed $10,000,000.
Change of Control” means any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the SEC under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company (or other securities convertible into such securities) representing 35% or more of the combined voting power of all securities of the Company entitled to vote in the election of directors, other than securities having such power only by reason of the happening of a contingency; provided that if the Company





shall become a wholly owned Subsidiary of a publicly owned Person whose beneficial ownership is, immediately after the Company shall become such a wholly owned Subsidiary of such Person, substantially identical to that of the Company immediately prior to such circumstance (a “Holding Company”), such circumstance shall not be a Change of Control unless the beneficial ownership of such Holding Company shall be acquired as set forth in this definition.
Class” when used in reference to any Advance or Borrowing, refers to whether such Advance, or the Advances comprising such Borrowing, are Revolving Loan Advances, Tranche A1 Advances, Tranche A2 Advances, Term Loan B Advances, Swing Line Advances, Replacement Advances or Incremental Advances, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment, Swing Line Commitment, Tranche A1 Commitment, Tranche A2 Commitment, Term Loan B Commitment, Replacement Commitment or Incremental Commitment and when used in reference to any Lender, refers to whether such Lender has an Advance or Commitment with respect to the applicable Class; provided that if the Maturity Date or Revolving Commitment Termination Date of some but less than all of the Commitments or Advances of any Class shall be extended pursuant to Section 2.16, thereafter the Commitments and/or Advances of such Class in respect of which such Maturity Date or Revolving Commitment Termination Date were extended shall constitute a separate Class from the Commitments and/or Advances of such Class in respect of which no such extension was effected.
Closing Date” means May 31, 2018, so long as the conditions precedent set forth in Section 3.01 have been satisfied.
Code” means the Internal Revenue Code of 1986, as amended.
Collateral” means any and all assets, whether real or personal, tangible or intangible, on which Liens are granted or purported to be granted pursuant to the Collateral Documents as security for the Secured Obligations.
Collateral Agent” has the meaning set forth in the recital of parties.
Collateral Agreement” means the Collateral Agreement dated as of the Closing Date among the Company, the Guarantors, the Administrative Agent and the Collateral Agent, together with all supplements thereto.
Collateral and Guarantee Requirement” means, at any time, the requirement that:
(a)    the Collateral Agent shall have received from the Company and each Guarantor (including each entity required to become a Guarantor pursuant to Section 5.01(g)) either (i) a counterpart of the Collateral Agreement, duly executed and delivered on behalf of such Person, or (ii) in the case of any Person that becomes a Guarantor after the Closing Date, a supplement to the Collateral Agreement, in the form specified therein, duly executed and delivered on behalf of such Person, together with such documents with respect to such Guarantor as may reasonably be requested by the Collateral Agent;
(b)    all Equity Interests in Restricted Subsidiaries directly owned by the Company or any Guarantor shall have been pledged pursuant to, and to the extent required by, the Collateral Agreement and the Collateral Agent shall, to the extent required by the Collateral Agreement, have received certificates or other instruments representing all such Equity Interests that constitute “certificated securities” within the meaning of Section 8-102(a)(4) of





the UCC, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; provided, however, that (i) the Company and the Guarantors shall not be required to pledge more than 65% of any Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of any Foreign Subsidiary or Disregarded Domestic Person (provided that, for the avoidance of doubt, the Company and the Guarantors shall be required to pledge 100% of any non-voting Equity Interests of any such entity) or enter into any pledge agreement governed by the laws of any jurisdiction outside of the United States and (ii) there shall be no requirement to pledge any Equity Interests of a direct or indirect Subsidiary of a Disregarded Domestic Person or a Foreign Subsidiary;
(c)    all promissory notes, if any, evidencing Indebtedness of the Company and any Subsidiary owing to the Company or any Guarantor in a principal amount of $10,000,000 or more shall have been delivered to the Collateral Agent, together with undated instruments of transfer with respect thereto endorsed in blank;
(d)    all other documents and instruments, including UCC financing statements, required by the Collateral Documents or this Agreement shall have been filed, registered or recorded or delivered to the Administrative Agent for filing, registration or recording; and
(e)    the Collateral Agent shall have received (within ninety (90) days (or such longer period as the Collateral Agent may agree) after the Closing Date with respect to Mortgaged Properties on the Closing Date) (i) counterparts of a Mortgage with respect to each Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property (provided that to the extent any Mortgaged Property is located in a jurisdiction which imposes mortgage recording taxes, intangibles tax, documentary tax or similar recording fees or taxes, the relevant Mortgage shall not secure an amount in excess of the fair market value of such property subject thereto and shall not secure the Secured Obligations in respect of any Secured Letters of Credit or the Revolving Facility in those states that impose a mortgage tax on paydowns or re-advances applicable thereto), (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company not to exceed the fair market value of the Mortgaged Property covered thereby insuring the Lien of each such Mortgage as a first priority Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 5.02(a), together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request (provided endorsements requiring a current survey shall not be required), (iii) if any Mortgaged Property is located in an area determined by the Federal Emergency Management Agency to have special flood hazards, evidence of such flood insurance as may be required under applicable law, including Regulation H of the Board of Governors of the Federal Reserve System and (iv) a favorable opinion on the enforceability of the Mortgage from a local counsel in each jurisdiction in which a Mortgaged Property is located in form and substance reasonably acceptable to the Administrative Agent.
Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, (a) the foregoing provisions of this definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets of the Company or the Guarantors, or the provision of guaranties by any Subsidiary, if, and for so long as the Administrative Agent and the Company reasonably agree in writing that the cost of creating or perfecting such pledges or security interests in such assets, or obtaining such title insurance or other deliverables in respect of such assets, or providing such guaranties, shall be excessive in view of the benefits to be obtained





by the Lenders therefrom, (b) Liens required to be granted from time to time pursuant to the term “Collateral and Guarantee Requirement” shall be subject to exceptions and limitations set forth in the Collateral Documents as in effect on the Closing Date, (c) in no event shall control agreements or other control or similar arrangements be required with respect to deposit accounts, securities accounts, commodities accounts, letter of credit rights or other assets that may be perfected by control (other than, to the extent expressly required by the Collateral Agreement, the delivery of certificated Equity Interests that constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC and related stock powers or instruments of transfer), (d) in no event shall the Company or any Guarantor be required to complete any filings or other action with respect to the perfection or creation of security interests in any jurisdiction outside of the United States (or otherwise enter into any security agreements, mortgages or pledge agreements governed by the laws of any jurisdiction outside of the United States), (e) in no event shall the Collateral include any Excluded Assets and (f) in no event shall landlord lien waivers, estoppels and collateral access letters be required. The Administrative Agent may, in its sole discretion, grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance or other deliverables with respect to particular assets or the provision of any guarantee by any Subsidiary (including extensions beyond the Closing Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Closing Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Collateral Documents.
Collateral Documents” means the Collateral Agreement, the Mortgages and each other security agreement or pledge agreement executed and delivered pursuant to the Collateral and Guarantee Requirement, Section 5.01(h) or Section 5.01(i) to secure any of the Secured Obligations.
Commitment” means a Revolving Commitment, a Swing Line Commitment, a Tranche A1 Commitment, a Tranche A2 Commitment, a Term Loan B Commitment or an Incremental Commitment.
Commitment Fee Rate” means, for any date of determination, the rate per annum set forth in the table below that corresponds to the Level applicable to the Company for such date as set forth below for such date of determination:
 
Commitment Fee Rate
Level 1
0.15%
Level 2
0.20%
Level 3
0.25%
Level 4
0.30%
Level 5
0.35%

For the avoidance of doubt, at any time prior to the First Amendment Effective Date, the Commitment Fee Rate shall be determined in accordance with the Original Credit Agreement.
Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. §1 et. seq.), as amended from time to time and any successor statute.
Communications” has the meaning set forth in Section 9.02(g)(ii).
Company” has the meaning set forth in the recital of parties.





Company Assignment and Assumption” means an assignment and assumption entered into by a Lender and the Company, and accepted by the Administrative Agent, in substantially the form of Exhibit B-2 hereto.
Company Offer of Specified Discount Prepayment” means the offer by any Company Party to make a voluntary prepayment of Term Advances at a Specified Discount to par pursuant to ýSection 2.06(c)(iii)(B).
Company Parties” means the collective reference to the Company and its Restricted Subsidiaries and “Company Party” means any one of them.
Company Solicitation of Discount Range Prepayment Offers” means the solicitation by any Company Party of offers for, and the corresponding acceptance by a Lender of, a voluntary prepayment of Term Advances at a specified range of discounts to par pursuant to Section 2.06(c)(iii)(C).
Company Solicitation of Discounted Prepayment Offers” means the solicitation by any Company Party of offers for, and the subsequent acceptance, if any, by a Lender of, a voluntary prepayment of Term Advances at a discount to par pursuant to Section 2.06(c)(iii)(D).
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.
Consenting Lender” has the meaning set forth in Section 2.16(b).
Consolidated EBITDA” means, with respect to the Company and its Restricted Subsidiaries, for any period, the sum of (a) net income of the Company and its Restricted Subsidiaries, plus (b) to the extent (except in the case of clause (b)(xvii) below) deducted in determining net income for such period, the sum of (i) provisions for income taxes, plus (ii) consolidated interest expense and preferred dividends, plus (iii) depreciation and amortization (including, but not limited to, deferred financing costs, organization costs, goodwill, comprehensive income and non-compete amortization), plus (iv) extraordinary, unusual and non-recurring losses and charges, plus (v) other non-cash charges, plus (vi) fees, costs and expenses (including amounts in respect of settlements or judgments) related to, and any reserves established in respect of, the litigation and investigations identified on Schedule 1.01(a) hereto, plus (vii) debt extinguishment charges and expenses, plus (viii) foreign currency translation losses, plus (ix) losses on investments, plus (x) mark-to-market and foreign currency conversion losses on hedging transactions and intercompany accounts, plus (xi) actuarial losses attributable to the movement of the mark-to-market valuation of pension and other post-employment benefits plus (xii) non-compete expenses, plus (xiii) losses on sales of fixed assets not in the ordinary course of business, after giving effect to any related charges for, reduction of or provisions for taxes thereon, plus (xiv) minority interests, plus (xv) charges and expenses arising from any changes in accounting with respect to pensions, plus (xvi) charges and expense arising from any revaluation, lump-sum settlement, annuitization of pension assets and liabilities or contractual termination benefits, plus (xvii) fees, costs and expenses paid or premiums and penalties incurred in connection with (a) the Spin Transaction, the Acquisition or this Agreement or (b) the issuance or incurrence of Indebtedness or Equity Interests (whether or not consummated), Permitted Acquisitions (whether or not consummated), other Investments consisting of acquisitions or assets or equity constituting a business unit, line of business, division or entity (whether or not consummated) and permitted asset sales (whether or not consummated), other than asset sales effected in the ordinary course of business, plus (xviii) (1) cost savings, operating expense reductions and synergies resulting from or related to, mergers and other business combinations, acquisitions, divestitures, restructurings, cost savings





initiatives and other similar initiatives and actions that are projected by the Company in good faith to be realized after a merger or other business combination, acquisition or divestiture is consummated or any other restructuring, cost savings initiative or other initiative or action (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period), that are expected to be realized within the next twelve months from the fiscal quarter most recently ended, net of the amount of actual benefits realized during such period from such actions, (2) deferred revenue and deferred costs of the Acquired Business that will not be realized as a result of fair value accounting with respect to the Acquisition, in an amount not to exceed $10,000,000 (which adjustments shall fully roll-off and equal zero after the fiscal quarter ending March 31, 2019, i.e. no such adjustment may be taken in any trailing four fiscal quarter period including fiscal quarters ended after March 31, 2019) and (3) pro forma adjustments, consistent with past practice and as consistently applied, related to modifications to the 2011 contract with the United States Office of Personnel Management (the “NBIB Ramp-up”) in an amount not to exceed $25,000,000 in any trailing four-fiscal quarter period (which adjustments shall fully roll-off and equal zero after the fiscal quarter ending March 31, 2019, i.e. no such adjustment may be taken in any trailing four fiscal quarter period including fiscal quarters ended after March 31, 2019), provided that the aggregate amount of cost savings, operating expense reductions, synergies and pro forma adjustments related to the NBIB Ramp-up included pursuant to sub-clauses (1) and (3) of this clause (xviii), other than any cost savings, operating expense reductions and synergies of the type that would be permitted to be included in pro forma financial statements prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended, shall not exceed $75,000,000; and provided, further that no cost savings, operating expense reductions and synergies shall be added back pursuant to this clause (xviii) to the extent duplicative of any expenses or charges otherwise added back to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period, minus (c) to the extent included in the calculation of net income for such period, the sum of (i) extraordinary, unusual or non-recurring gains, plus (ii) debt extinguishment gains, plus (iii) foreign currency translation gains, plus (iv) gains on investments, plus (v) mark-to-market and foreign currency conversion gains on hedging transactions and intercompany accounts, plus (vi) actuarial gains attributable to the movement of the mark-to-market valuation of pension and other post-employment benefits, plus (vii) gains on sales of fixed assets not in the ordinary course of business, after giving effect to any related charges for, reduction of or provisions for, taxes thereon, plus (viii) other income (including other income attributable to minority interests). For the purpose of calculating Consolidated EBITDA for any Person for any period, if during such period such Person or any Subsidiary of such Person shall have made a Material Acquisition or Material Disposition, Consolidated EBITDA for such period shall be calculated after giving pro forma effect to such Material Acquisition or Material Disposition as if such Material Acquisition or Material Disposition occurred on the first day of such period provided that for purposes of calculating Excess Cash Flow, such Material Acquisitions or Material Dispositions shall be treated as having occurred on the actual date of consummation thereof. “Material Acquisition” means any acquisition or series of related acquisitions that involves consideration (including non-cash consideration) with a fair market value, as of the date of the closing thereof, in excess of $100,000,000; provided that the Company may, in its sole discretion, treat an acquisition or series of related acquisitions that involves consideration of less than $100,000,000 as a Material Acquisition. “Material Disposition” means any disposition of property or series of related dispositions of property that involves consideration (including non-cash consideration) with a fair market value, as of the date of the closing thereof, in excess of $100,000,000; provided that the Company may, in its sole discretion, treat a disposition or series of related dispositions that involves consideration of less than $100,000,000 as a Material Disposition.





Consolidated Interest Expense” means, for any period, total interest expense (including that portion attributable to Capital Leases in accordance with GAAP and capitalized interest) of the Company and its Restricted Subsidiaries on a consolidated basis with respect to all outstanding Funded Debt of the Company and its Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, net costs under Interest Rate Agreements and amounts referred to in Section 2.04 payable to the Administrative Agent and the Lenders that are considered interest expense in accordance with GAAP, but excluding, however (a) any such amounts referred to in Section 2.04(b) payable on or before the Closing Date, (b) net interest and charges in connection with cash pooling and notional pooling arrangements and (c) interest accrued in respect of, and any premium paid or payable in respect of any Called or Defeased Debt from and after the date of such call or defeasance.
Consolidated Secured Debt” means, as of any date of determination, all Secured Debt (excluding Equity-linked Debt “advances” and “overdrafts” in respect of cash pooling and notional pooling arrangements and any Called or Defeased Debt) of the Company and its Restricted Subsidiaries, determined on a consolidated basis.
Consolidated Secured Net Leverage Ratio” means the ratio, as of any date, of (i) Consolidated Secured Debt less unrestricted cash (excluding, for the avoidance of doubt, Call or Defeasance Deposits) in an amount not to exceed $600,000,000 as of the last day of such quarterly financial reporting period to (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on the last day of such quarterly financial reporting period, taken as a single period.
Consolidated Total Debt” means, as of any date of determination, all Funded Debt (excluding Equity-linked Debt, “advances” and “overdrafts” in respect of cash pooling and notional pooling arrangements and any Called or Defeased Debt) of the Company and its Restricted Subsidiaries, determined on a consolidated basis.
Consolidated Total Net Leverage Ratio” means the ratio, as of any date, of (i) Consolidated Total Debt less unrestricted cash (excluding, for the avoidance of doubt, any Call or Defeasance Deposits) in an amount not to exceed $600,000,000 as of the last day of the most recently ended quarterly financial reporting period to (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on the last day of such quarterly financial reporting period, taken as a single period.
Contractual Obligation”, as applied to any Person, means any provision of any equity or debt securities issued by that Person or any indenture, mortgage, deed of trust, security agreement, pledge agreement, guaranty, contract, undertaking, agreement or instrument, in any case in writing, to which that Person is a party or by which it or any of its properties is bound, or to which it or any of its properties is subject.
Convert,” “Conversion” and “Converted” each refers to a conversion of Advances of one Type into Advances of another Type pursuant to Section 2.09.
Current Assets” means, at any time, the consolidated current assets (other than cash and Cash Equivalents) of the Company and the Restricted Subsidiaries.
Current Liabilities” means, at any time, the consolidated current liabilities of the Company and the Restricted Subsidiaries at such time, but excluding, without duplication, (a) the current portion of any long-term Funded Debt and (b) outstanding Revolving Loan Advances.





Customary Permitted Liens” means, with respect to any Person, any of the following Liens:
(a)    Liens with respect to the payment of taxes, assessments or governmental charges in each case that are not yet due or that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP;
(b)    Liens of landlords arising by statute or lease contracts entered into in the ordinary course, inchoate, statutory or construction liens, and liens of suppliers, mechanics, carriers, materialmen, warehousemen, producers, operators or workmen and other liens imposed by law created in the ordinary course of business for amounts not yet due or that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP;
(c)    liens, pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security benefits, taxes, assessments, statutory obligations or other similar charges or to secure the performance of bids, tenders, sales, leases, contracts (other than for the repayment of borrowed money) or in connection with surety, appeal, customs or performance bonds or other similar instruments;
(d)    encumbrances arising by reason of zoning restrictions, easements, licenses, reservations, covenants, rights-of-way, utility easements, building restrictions and other similar encumbrances on the use of real property not materially detracting from the value of such real property and not materially interfering with the ordinary conduct of the business conducted at such real property;
(e)    encumbrances arising under leases or subleases of real property that do not, individually or in the aggregate, materially detract from the value of such real property or materially interfere with the ordinary conduct of the business conducted at such real property;
(f)    encumbrances arising under non-exclusive licenses or sublicenses of intellectual property granted in the ordinary course of such Person’s business;
(g)    financing statements with respect to a lessor’s rights in and to personal property leased to such Person in the ordinary course of such Person’s business;
(h)    liens, pledges or deposits made in the ordinary course of banking arrangements in connection with any netting or set-off arrangements for the purpose of netting debit and credit balances;
(i)    Liens on deposits to secure liability for premiums to insurance carriers or securing insurance premium financing arrangements entered into in the ordinary course of business (including deposits securing letters of credit that secure payment under such liabilities or insurance premium financing arrangements);
(j)    Liens that are bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and cash equivalents on deposit in one or more accounts maintained by the Company or any Guarantor in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements or otherwise arising by virtue of any statutory or common law regarding banker’s Liens;





(k)    Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 6.01(f);
(l)    Liens on property leased pursuant to a Sale-Leaseback Transaction; provided that such Sale-Leaseback Transaction is permitted by this Agreement;
(m)    rights of consignors of goods, whether or not perfected by the filing of a financing statement under the UCC or other applicable law, and the filing of customary UCC financing statements in connection with operating leases, consignment of goods or bailment agreements;
(n)    Liens on equipment or vehicles of the Company or any Restricted Subsidiary granted in the ordinary course of business or consistent with industry practice; and
(o)    Liens disclosed by the title insurance policies delivered on or subsequent to the Closing Date for any Mortgaged Property and any replacement, extension or renewal of any such Liens (so long as the Indebtedness and other obligations secured by such replacement, extension or renewal Liens are permitted by this Agreement); provided that such replacement, extension or renewal Liens do not cover any property other than the property that was subject to such Liens prior to such replacement, extension or renewal.
Daily Margin” means, for any date of determination, the interest rate per annum set forth in the table below that corresponds to (i) the Level applicable to the Company for such date of determination and (ii) the Class and Type of Advance:
 
Daily Margin for Tranche A1 Advances that are Eurocurrency Rate Advances
Daily Margin for Tranche A1 Advances that are Base Rate Advances
Daily Margin for Revolving Loan Advances and Tranche A2 Advances that are Eurocurrency Rate Advances
Daily Margin for Revolving Loan Advances and Tranche A2 Advances that are Base Rate Advances
Level 1
0.875%
0.000%
1.000%
0.000%
Level 2
1.125%
0.125%
1.250%
0.250%
Level 3
1.375%
0.375%
1.500%
0.500%
Level 4
1.625%
0.625%
1.750%
0.750%
Level 5
1.875%
0.875%
2.000%
1.000%
For the avoidance of doubt, at any time prior to the First Amendment Effective Date, the Daily Margin shall be determined in accordance with the Original Credit Agreement.
Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States of America or other applicable jurisdictions from time to time in effect.
Declined Proceeds” has the meaning set forth in Section 2.06(b)(ii)(D).
Defaulting Lender” means at any time, subject to Section 2.18(b), (i) any Lender that has failed for three or more Business Days to comply with its obligations under this Agreement to make an Advance, or fails to fund participations in Swing Line Advances within three Business Days of the date required to be funded, unless, in the case of any Advance, such Lender has notified the Administrative Agent and the Company in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding has not been satisfied (which





conditions precedent, together with the applicable default, if any, will be specifically identified in such writing), (ii) any Lender that has notified the Administrative Agent, any Swing Line Bank or the Company in writing, or has stated publicly, that it does not intend to comply with its funding obligations hereunder (unless such writing or public statement relates to such Lender’s obligation to fund an Advance hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (iii) any Lender that has notified, or whose Parent Company has notified, the Administrative Agent or the Company in writing, or has stated publicly, that it does not intend to comply with its funding obligations under loan agreements or credit agreements generally, (iv) any Lender that has, for three or more Business Days after written request of the Administrative Agent, any Swing Line Bank or the Company, failed to confirm in writing to the Administrative Agent, each Swing Line Bank and the Company that it will comply with its prospective funding obligations hereunder (provided that such Lender will cease to be a Defaulting Lender pursuant to this clause (iv) upon the Administrative Agent’s, each Swing Line Bank’s and the Company’s receipt of such written confirmation), or (v) any Lender with respect to which a Lender Insolvency Event has occurred and is continuing with respect to such Lender or its Parent Company or any Lender that has become the subject of a Bail-In Action; provided that a Lender Insolvency Event shall not be deemed to occur with respect to a Lender or its Parent Company solely as a result of the acquisition or maintenance of an ownership interest in such Lender or Parent Company by a governmental authority or instrumentality thereof so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such governmental authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any of clauses (i) through (v) above will be conclusive and binding absent manifest error, and such Lender will be deemed to be a Defaulting Lender (subject to Section 2.18(b)) upon notification of such determination by the Administrative Agent to the Company, each Swing Line Bank and the Lenders.
Designated Noncash Consideration” means the fair market value of noncash consideration received by the Company or any of its Restricted Subsidiaries in connection with an asset sale that is so designated as Designated Noncash Consideration pursuant to a certificate of an authorized officer of the Company delivered to the Administrative Agent setting forth the basis of such valuation, less the amount of cash and Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration.
Determination Date” has the meaning set forth in Section 2.16(a).
Discount Prepayment Accepting Lender” has the meaning set forth in ýSection 2.06(c)(iii)(B)(1).
Discount Range” has the meaning set forth in ýSection 2.06(c)(iii)(C)(1).
Discount Range Prepayment Amount” has the meaning set forth in ýSection 2.06(c)(iii)(C)(1).
Discount Range Prepayment Notice” means a written notice of a Company Solicitation of Discount Range Prepayment Offers made pursuant to Section 2.06(c)(iii)(C) substantially in the form of Exhibit I-2.





Discount Range Prepayment Offer” means the irrevocable written offer by a Lender, substantially in the form of Exhibit I-3, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.
Discount Range Prepayment Response Date” has the meaning set forth in ýSection 2.06(c)(iii)(C)(1).
Discount Range Proration” has the meaning set forth in ýSection 2.06(c)(iii)(C)(3).
Discounted Prepayment Determination Date” has the meaning set forth in ýSection 2.06(c)(iii)(D)(3).
Discounted Prepayment Effective Date” means in the case of a Company Offer of Specified Discount Prepayment, Company Solicitation of Discount Range Prepayment Offer or Company Solicitation of Discounted Prepayment Offer, five (5) Business Days following the Specified Discount Prepayment Response Date, the Discount Range Prepayment Response Date or the Solicited Discounted Prepayment Response Date, as applicable, in accordance with ýSection 2.06(c)(iii)(B), ýSection 2.06(c)(iii)(C)(1) or ýSection 2.06(c)(iii)(D)(1), respectively, unless a shorter period is agreed to between the Company and the Auction Agent.
Discounted Term Advance Prepayment” has the meaning set forth in ýSection 2.06(c)(iii)(A).
Disposition” or “Dispose” means the sale, assignment, transfer or other disposition of any property by any Person (including any Sale-Leaseback Transaction and any issuance of Equity Interests by a Restricted Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.
Disqualified Equity Interests” means any Equity Interest that (a) by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than solely for Equity Interests that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely for Equity Interests that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), in whole or in part, on or prior to the date that is 91 days after the latest Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or other Indebtedness or (ii) any Equity Interest referred to in clause (a) above (other than solely for Equity Interests that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), in each case at any time on or prior to the date that is 91 days after the latest Maturity Date, (c) contains any repurchase obligation that may come into effect prior to payment in full of all Obligations, (d) requires cash dividend payments prior to the date that is 91 days after the latest Maturity Date; provided, however, that (i) an Equity Interest in any Person that would not constitute a Disqualified Equity Interest but for terms thereof giving holders thereof the right to require such Person to redeem or purchase such Equity Interest upon the occurrence of an “asset sale” or a “change of control” (or similar event, however denominated) shall not constitute a Disqualified Equity Interest if any such requirement becomes operative only after repayment in full of all the Advances and all other Obligations that are accrued and payable and the termination or expiration of the Commitments and (ii) an Equity Interest in any





Person that is issued to any employee or to any plan for the benefit of employees or by any such plan to such employees shall not constitute a Disqualified Equity Interest solely because it may be required to be repurchased by such Person or any of its subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.
Disregarded Domestic Person” means a Domestic Subsidiary with no material assets other than Indebtedness (if any) of and Equity Interests in one or more Foreign Subsidiaries.
Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States or of any political subdivision of the United States.
DXC” means DXC Technology Company, a Nevada corporation.
ECF Percentage” means, as of the date of determination, (a) if the Consolidated Secured Net Leverage Ratio as of the last day of the applicable fiscal year of the Company is greater than 3:00:1.00, 50.0%, (b) if the Consolidated Secured Net Leverage Ratio as of the last day of the applicable fiscal year of the Company is less than or equal to 3.00:1.00 but greater than 2.50:1.00, 25.0% and (c) otherwise, 0.0%. For the avoidance of doubt, at any time following a Lien Release Event, but prior to any Ratings Trigger Event, the ECF Percentage shall be 0.0%.
EDS Notes” means the 7.450% notes due 2029 issued under that certain Indenture dated as of August 12, 1996 among Enterprise Services LLC (f/k/a Electronic Data Systems Corporation), as issuer, and Texas Commerce Bank National Association, as trustee.
EDS Notes Excess Amount” has the meaning set forth in Section 2.05(b)(ii).
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 Yield” means, as to any Indebtedness, the effective yield applicable thereto calculated by the applicable Agent in consultation with the Company in a manner consistent with generally accepted financial practices, taking into account (a) interest rate margins, (b) interest rate floors (subject to the proviso set forth below), (c) any amendment to the relevant interest rate margins and interest rate floors prior to the applicable date of determination and (d) original issue discount and upfront or similar fees paid (based on an assumed four-year average life to maturity or lesser remaining average life to maturity), but excluding (i) any arrangement, structuring and/or underwriting fees not payable to all relevant lenders generally and (ii) any other fee that is not payable to all relevant lenders generally; provided that (A) to the extent that the Eurocurrency Rate (with an Interest Period of three months) or Base Rate (without giving effect to any floor specified in the definition thereof) is less than any floor applicable to the loans in respect of which the Effective Yield is being calculated





on the date on which the Effective Yield is determined, the amount of the resulting difference will be deemed added to the interest rate margin applicable to the relevant Indebtedness for purposes of calculating the Effective Yield and (B) to the extent that the Eurocurrency Rate (for a period of three months) or Base Rate (without giving effect to any floor specified in the definition thereof) is greater than any applicable floor on the date on which the Effective Yield is determined, the floor will be disregarded in calculating the Effective Yield.
Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 9.07(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 9.07(b)(iii)).
Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was maintained or contributed to by the Company, its Restricted Subsidiaries or any of its ERISA Affiliates.
Environmental Law” means any and all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions of any federal, state, local or foreign governmental authority or any State or territory thereof and which relate to the pollution or protection of the environment or the release of any hazardous materials into the environment.
Equity-linked Debt” means Indebtedness that is required to be converted at, or prior to, maturity solely into equity securities of the Company.
Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock and any indebtedness that is convertible into, or exchangeable for, Capital Stock.
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 who 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 and the regulations promulgated and rulings issued thereunder. Any former ERISA Affiliate of the Company or its Restricted Subsidiaries shall continue to be considered an ERISA Affiliate within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of the Company or its Restricted Subsidiaries and with respect to liabilities arising after such period for which the Company or its Restricted Subsidiaries could be liable under the Code or ERISA.
ERISA Event” means (a) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, unless the 30-day notice requirement with respect thereto has been waived by the PBGC; (b) the provision by the administrator of any Pension Plan of a notice of intent to terminate such Pension 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); (c) the cessation of operations at a facility in the circumstances described in Section 4062(e) of ERISA; (d) the withdrawal by the Company or an 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; (e) the failure by the Company or any ERISA Affiliate to make a payment to a Pension Plan required under Section 303(k) of ERISA, which Section imposes a lien for failure to make required payments; (f) the institution by the PBGC of proceedings to terminate a Pension Plan, pursuant to Section 4042 of ERISA, or the





occurrence of any event or condition which, in the reasonable judgment of the Company, might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, a Pension Plan; (g) the withdrawal by the Company or any ERISA Affiliate from any Multiemployer Plan or the termination of such Multiemployer Plan resulting in liability pursuant to Title IV of ERISA; or (h) a determination that any Pension Plan is, or is expected to be, in “at-risk” status (within the meaning of Section 303(i)(4)(A) of ERISA or Section 430(i)(4)(A) of the Code).
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.
Eurocurrency Default Interest” has the meaning set forth in Section 2.07(b).
Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.
Eurocurrency Rate” means, for any Interest Period for each Eurocurrency Rate Advance comprising part of the same Borrowing, the rate per annum equal to the London interbank offered rate as administered by ICE Benchmark Association (or the successor thereto if the ICE Benchmark Association is no longer administering such rate) (“LIBOR”), as published by Reuters (or such other commercially available source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in U.S. Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided that, with respect to any Interest Period as to which the applicable Eurocurrency Rate is not displayed on the Reuters system, (i) in the case of the Term Loan A Advances and the Revolving Loan Advances, the Eurocurrency Rate for such Interest Period shall be the Interpolated Rate and (ii) in the case of Term Loan B Advances for which the Interest Period exceeds one month, the Eurocurrency Rate for such Interest Period shall be the Interpolated Rate; provided further that in all cases the Eurocurrency Rate shall at no time be less than 0% per annum.
Eurocurrency Rate Advance” means an Advance which bears interest as provided in Section 2.07(b).
Events of Default” has the meaning set forth in Section 6.01.
Excess Cash Flow” means, for any fiscal year of the Company (or in the case of the fiscal year ending on or about March 31, 2019, the portion thereof commencing on the Closing Date and ending on or about March 31, 2019), the excess of (a) the sum, without duplication, of (i) Consolidated EBITDA for such fiscal year, (ii) reductions in Working Capital between the beginning of each fiscal year or portion and the end of such fiscal year or portion and (iii) cash items deducted in the calculation of Consolidated EBITDA for such fiscal year or period pursuant to clause (c)(i), (c)(ii) or (c)(viii) of the definition of “Consolidated EBITDA” over (b) the sum, without duplication, of (i) the amount of any Taxes payable in cash on a current basis by the Company and its Restricted Subsidiaries with respect to such fiscal year or portion, (ii) Consolidated Interest Expense payable in cash on a current basis for such fiscal year or portion, (iii) capital expenditures made in cash during such fiscal year or portion, except to the extent financed with the proceeds of Funded Debt (other than Revolving Loan Advances), equity issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in Consolidated EBITDA, (iv) permanent repayments of Funded Debt (other than mandatory prepayments of Term Advances under Section 2.06(b) and voluntary prepayments of Term Advances under Section 2.06(c)) made in cash by the Company and its Restricted Subsidiaries





during such fiscal year or portion, but only to the extent that the Funded Debt so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not occur in connection with a refinancing of all or any portion of such Funded Debt, (v) increases in Working Capital between the beginning of each fiscal year or portion and the end of such fiscal year or portion, (vi) cash items added back in the calculation of Consolidated EBITDA for such fiscal year or portion pursuant to clause (b)(iv), (b)(vi), (b)(vii), (b)(xii), (b)(xvi) or (b)(xvii) of the definition of “Consolidated EBITDA”, (vii) amounts added back in the calculation of Consolidated EBITDA for such fiscal year or portion pursuant to clause (b)(xiv) or (b)(xviii) of the definition of “Consolidated EBITDA”, (viii) Investments made in cash during such fiscal year or portion to the extent permitted by Section 5.02(e)(ii) or 5.02(e)(xiii), and (ix) Restricted Payments (other than Restricted Payments made to the Company or any Restricted Subsidiary) made in cash during such fiscal year or period pursuant to Section 5.02(d)(iv), 5.02(d)(ix) or 5.02(d)(x).
Exchange Act Report” means, collectively, the Form 10, the Annual Reports of the Company on Form 10-K, from time to time, and Quarterly Reports on Form 10-Q, from time to time, and Reports on Form 8-K of the Company filed with or furnished to the SEC from time to time.
Excluded Assets” has the meaning set forth in the Collateral Agreement.
Excluded Subsidiary” means (i) any Subsidiary that is not a wholly owned Subsidiary of the Company, (ii) any Foreign Subsidiary, (iii) any Disregarded Domestic Person, (iv) any Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary or a Disregarded Domestic Person, (v) any Subsidiary that is prohibited or restricted by applicable law, regulation or by any Contractual Obligation existing on the Closing Date or on the date such Person becomes a Subsidiary (as long as such Contractual Obligation was not entered into in contemplation of such Person becoming a Subsidiary) from providing a guarantee of the Guaranteed Obligations or if such guarantee would require governmental (including regulatory) consent, approval, license or authorization unless such consent, approval, license or authorization has been received, (vi) any Subsidiary that is a not-for-profit organization, (vii) any Unrestricted Subsidiary, (viii) any other Restricted Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent, the cost or other consequences of becoming a Guarantor shall be excessive in view of the benefits to be obtained by the Lenders therefrom and (ix) any SPV.
Excluded Swap Obligation” means, with respect to any Loan Party, any obligation (a “Swap Obligation”) to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act, if, and to the extent that, all or a portion of the guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 7.10 and any other “keepwell, support or other agreement” for the benefit of such Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act) at the time the guarantee of such Loan Party, or a grant by such Loan Party of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest becomes illegal.





Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, branch profits Taxes or similar Taxes (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender or SPC, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender or SPC with respect to an applicable interest in an Advance or Commitment pursuant to a law in effect on the date on which (i) such Lender or SPC acquires such interest in the Advance or Commitment (other than pursuant to an assignment request by the Company under Section 2.17(b)) or (ii) such Lender or SPC changes its lending office, except in each case to the extent that, pursuant to Section 2.12, amounts with respect to such Taxes were payable either to such Lender’s or SPC’s assignor immediately before such Lender or SPC became a party hereto or to such Lender or SPC immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.12(f) and (d) any withholding Taxes imposed under FATCA.
Existing Kodiak Credit Agreement” means that certain Credit Agreement dated as of April 18, 2017 among KeyPoint Government Solutions, Inc., as borrower, KGS Holdings Corp., the lenders from time to time party thereto and Cortland Capital Market Services LLC, as administrative agent and collateral agent, as amended, supplemented or otherwise modified prior to the Merger Date.
Existing Vector Credit Agreements” means (i) that certain First Lien Credit Agreement dated as of May 23, 2014 among The SI Organization, Inc., as borrower, The SI Organization Holding Corp., the lenders from time to time party thereto and UBS AG, Stamford Branch, as administrative agent, as amended, supplemented or otherwise modified prior to the Merger Date, and (ii) that certain Second Lien Credit Agreement dated as of May 23, 2014 among The SI Organization, Inc., as borrower, The SI Organization Holding Corp., the lenders from time to time party thereto and UBS AG, Stamford Branch, as administrative agent, as amended, supplemented or otherwise modified prior to the Merger Date.
Extended Advances” means any Advances in respect of which the Maturity Date is extended pursuant to Section 2.16.
Extension” has the meaning set forth in Section 2.16(a).
Extension Amendment” has the meaning set forth in Section 9.01.
Extension Request” has the meaning set forth in Section 2.16(a).
Facility” means the Revolving Facility, the Swing Line Sub-Facility, the Term Loan A Facilities, the Term Loan B Facility, a Replacement Facility or an Incremental Facility, if any, as applicable; provided that if the Maturity Date or Revolving Commitment Termination Date of some but less than all of the Commitments or Advances of any Facility shall be extended pursuant to Section 2.16, thereafter the Commitments and/or Advances of such Facility in respect of which such Maturity Date or Revolving Commitment Termination Date were extended shall constitute a separate Facility from the Commitments and/or Advances of such Facility in respect of which no such extension was effected.





FATCA” means Sections 1471 through 1474 of the Code, as of the Closing 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 agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.
Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.
First Amendment” means that certain First Amendment to Credit Agreement, dated as of December 12, 2018, by and among the Company, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent.
First Amendment Effective Date” means the date on which the conditions set forth in Section 5 of the First Amendment have been satisfied, which date is December 12, 2018.
First Lien Intercreditor Agreement” means an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent and the Company, among the Company, each Guarantor, the Administrative Agent and one or more collateral agents or representatives for the holders of Indebtedness issued or incurred pursuant to Section 5.02(b)(xvi) that are intended to be secured on a pari passu basis to the Liens securing the Secured Obligations.
Fitch” means Fitch Ratings, Inc. and any successor thereto.
Foreign Lender” means a Lender that is not a U.S. Person.
Foreign Mandatory Prepayment Event” has the meaning set forth in Section 2.06(b)(ii)(F).
Foreign Subsidiary” means any Subsidiary of the Company, other than a Domestic Subsidiary.
Form 10” means the Form 10 Registration Statement originally filed with the SEC on February 8, 2018, as amended by Amendment No. 1 to Form 10 filed with the SEC on March 16, 2018, Amendment No. 2 to Form 10 filed with the SEC on April 11, 2018, Amendment No. 3 to Form 10 filed with the SEC on April 30, 2018 and by any subsequent amendments thereto that are not materially adverse to the Lenders (or that are consented to by the Administrative Agent).
Funded Debt” means, with respect to any Person, (a) indebtedness of such Person for borrowed money, (b) obligations of such Person evidenced by bonds, debentures, notes or other similar instruments and (c) obligations of such Person as lessee under Capital Leases; provided that “Funded Debt” shall not include borrowings against the cash surrender value of life insurance policies covering employees of the Company or its Affiliates and owned by the Company so long as (i) recourse for such borrowings is limited to such policies and the proceeds thereof and (ii) any value assigned to such policies on the consolidated financial statements of the Company and its Subsidiaries is net of the amount of such borrowings.





GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.
Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra national bodies such as the European Union or the European Central Bank).
Granting Lender” has the meaning set forth in Section 2.19.
Guarantee Obligation” means, with respect to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit), if to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term “Guarantee Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (1) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (2) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Company in good faith.
Guaranteed Obligations” has the meaning set forth in Section 7.01.
Guarantor Joinder Agreement” means a joinder agreement in the form of Exhibit F to this Agreement or any other form reasonably acceptable to the Administrative Agent.
Guarantors” means any Significant Domestic Subsidiary of the Company that is party to this Agreement on the Closing Date or, after the Closing Date, becomes party to this Agreement in accordance with Section 5.01(g).
Guaranty” has the meaning set forth in Section 7.02.
Hedge Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options





or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.
Hedge Termination Value” shall mean, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and termination value(s) have been determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender).
Holding Company” has the meaning set forth in Section 6.01(h).
Identified Participating Lenders” has the meaning set forth in ýSection 2.06(c)(iii)(C)(3).
Identified Qualifying Lenders” has the meaning set forth in ýSection 2.06(c)(iii)(D)(3).
Increased Revolver Amount Date” has the meaning set forth in Section 2.20(a)(i).
Incremental Advances” means advances made by one or more Incremental Lenders to the Company pursuant to this Agreement. Incremental Advances may be made in the form of additional Revolving Loan Advances, Tranche A1 Advances, Tranche A2 Advances, Term Loan B Advances or, to the extent permitted by Section 2.20 and provided for in the relevant Incremental Assumption Agreement, as Other Term Loan Advances.
Incremental Commitment” means the commitment of any Incremental Revolving Lender, Incremental Term Loan A Lender or Incremental Term Loan B Lender established pursuant to Section 2.20, to make Incremental Revolving Advances, Incremental Term Loan A Advances or Incremental Term Loan B Advances to the Company.
Incremental Facility” means an Incremental Revolving Facility, an Incremental Term Loan A Facility or an Incremental Term Loan B Facility.
Incremental Lenders” means the Incremental Revolving Lenders, the Incremental Term Loan A Lenders and the Incremental Term Loan B Lenders.
Incremental Revolving Advances” means advances made by one or more Incremental Revolving Lenders to the Company pursuant to this Agreement.
Incremental Revolving Amount” means, at any time, the excess, if any, of (a) the sum of $250,000,000 plus the aggregate amount of reductions of Revolving Commitments prior to such time





in accordance with Section 2.05(a) over (b) the aggregate amount of all Incremental Revolving Commitments established prior to such time in accordance with Section 2.20(a).
Incremental Revolving Assumption Agreement” has the meaning set forth in Section 2.20(a)(ii).
Incremental Revolving Commitment” means any commitment of any Incremental Lender, established pursuant to Section 2.20, to make Incremental Revolving Advances to the Company.
Incremental Revolving Facility” means any Incremental Revolving Facility established pursuant to Section 2.20(a).
Incremental Revolving Lender” means any bank, financial institution or other investor with an Incremental Revolving Commitment or an outstanding Incremental Revolving Advance.
Incremental Shared Term Amount” means, at any time, the excess, if any, of (a) $500,000,000 over (b) the aggregate amount of all Incremental Term Loan A Commitments and Incremental Term Loan B Commitments established prior to such time in accordance with Section 2.20(b)(i)(x) and Section 2.20(c)(i)(x).
Incremental Term Loan A Advances” means Advances made by one or more Incremental Term Loan A Lenders to the Company pursuant to any Incremental Term Loan A Facility. Incremental Term Loan A Advances may be Tranche A1 Advances, Tranche A2 Advances and/or Other Term Loan A Advances.
Incremental Term Loan A Assumption Agreement” has the meaning set forth in Section 2.20(b)(ii).
Incremental Term Loan A Commitment” means any commitment made by a lender to provide all or any portion of any Incremental Term Loan A Facility.
Incremental Term Loan A Facility” means any Incremental Term Loan A Facility established pursuant to Section 2.20(b).
Incremental Term Loan A Facility Amendment” has the meaning set forth in Section 2.20(b)(i).
Incremental Term Loan A Lender” means any bank, financial institution or other investor with an Incremental Term Loan A Commitment or an outstanding Incremental Term Loan A Advance.
Incremental Term Loan A Maturity Date” means, with respect to Incremental Term Loan A Advances, the scheduled date on which such Incremental Term Loan A Advances shall become due and payable in full hereunder, as specified in the applicable Incremental Term Loan A Facility Amendment.
Incremental Term Loan B Advances” means Advances made by one or more Incremental Term Loan B Lenders to the Company pursuant to any Incremental Term Loan B Facility.
Incremental Term Loan B Assumption Agreement” has the meaning set forth in Section 2.20(c)(ii).





Incremental Term Loan B Commitment” has the meaning set forth in Section 2.20(c)(i).
Incremental Term Loan B Facility” means any Incremental Term Loan B Facility established pursuant to Section 2.20(c).
Incremental Term Loan B Facility Amendment” has the meaning set forth in Section 2.20(c)(i).
Incremental Term Loan B Lender” means any bank, financial institution or other investor with an Incremental Term Loan B Commitment or an outstanding Incremental Term Loan B Advance.
Incremental Term Loan B Maturity Date” means, with respect to Incremental Term Loan B Advances, the scheduled date on which such Incremental Term Loan B Advances shall become due and payable in full hereunder, as specified in the applicable Incremental Term Loan B Facility Amendment.
Indebtedness” means, of any Person at any date, 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, including seller notes or earn-out obligations appearing on such Person’s balance sheet in accordance with GAAP (other than trade payables and deferred compensation incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures, loan agreements or other similar instruments, (d) all indebtedness 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 Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under bankers’ acceptance, letter of credit or similar facilities, (g) all obligations of such Person in respect of Disqualified Equity Interests of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation and (j) all obligations of such Person in respect of Hedge Agreements.
Indemnified Person” has the meaning set forth in Section 9.04(c).
Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Company under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.
Intercreditor Agreements” means any First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement that may be executed from time to time.
Interest Period” means, for each Eurocurrency Rate Advance comprising part of the same Borrowing, the period commencing on the date of such Eurocurrency Rate Advance, or on the date of continuation of such Advance as a Eurocurrency Rate Advance upon expiration of successive Interest Periods applicable thereto, or on the date of Conversion of a Base Rate Advance into a Eurocurrency Rate Advance, and ending on the last day of the period selected by the Company pursuant to the provisions hereof. The duration of each such Interest Period shall be one, two, three or six months, as the Company may select in the Notice of Borrowing or the Notice of Conversion/Continuation for such Advance; provided, however, that:





(a)    the Company may not select any Interest Period with respect to a Borrowing of any Class which ends after the Maturity Date in respect of such Class;
(b)    Interest Periods commencing on the same date for Advances comprising part of the same Borrowing shall be of the same duration;
(c)    any Interest Period that begins on the last Business Day of any calendar month, or on any day for which there is no corresponding day in the last month of such Interest Period, shall end on the last Business Day of the month at the end of such Interest Period;
(d)    whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and
(e)    the initial Interest Period with respect to (i) the Term Advances made on the Closing Date, shall commence on the Closing Date and end on the last Business Day of the first full calendar month thereafter and (ii) the Term Advances made on the Merger Date, shall commence on the Merger Date and end on the last day of the Interest Period then applicable to the Advances of the relevant Class made on the Closing Date (or, if there shall be more than one such Interest Period, on the last day of each such Interest Period, with the principal amounts of the Advances of such Class made on the Merger Date apportioned among such Interest Periods in the same proportions as the Advances of such Class made on the Closing Date are then apportioned).
Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement to which the Company or any of its Subsidiaries is a party.
Interpolated Rate” means for any Borrowing, the rate which results from interpolating on a linear basis between:
(a)    the applicable Eurocurrency Rate for the longest period (for which such Eurocurrency Rate is available) which is less than the Interest Period of such Borrowing; and
(b)    the applicable Eurocurrency Rate for the shortest period (for which such Eurocurrency Rate is available) which exceeds the Interest Period of such Borrowing,
each as of the date on which the Eurocurrency Rate of such Borrowing is determined in accordance with the terms of this Agreement.
Investment” means, with respect to any Person, (i) any purchase or other acquisition by that Person of any Indebtedness, Equity Interests or other securities, or of a beneficial interest in any Indebtedness, Equity Interests or other securities, issued by any other Person, (ii) any direct or indirect purchase by that Person of all or substantially all of the assets of a business conducted by another Person, and (iii) any loan, advance (other than deposits with financial institutions available for withdrawal on demand, prepaid expenses, accounts receivable, advances to employees and similar items made or incurred in the ordinary course of business) or capital contribution by that Person to any other Person, including all Indebtedness to such Person arising from a sale of property by such Person other than in the ordinary course of its business.





IRS” means the United States Internal Revenue Service.
Junior Lien Intercreditor Agreement” means an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent and the Company, among the Company, each Guarantor, the Administrative Agent and one or more collateral agents or representatives for the holders of Indebtedness issued or incurred pursuant to Section 5.02(b)(xvi) that are intended to be secured on a basis junior to the Liens securing the Secured Obligations.
Kodiak” means KGS Holding Corp., a Delaware corporation.
Kodiak Entities” means Kodiak and each of its Subsidiaries.
LCA Election” has the meaning set forth in ýSection 1.03(h).
LCA Test Date” has the meaning set forth in ýSection 1.03(h).
Lender Insolvency Event” means that (i) a Lender or its Parent Company is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (ii) a Lender or its Parent Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its Parent Company, or such Lender or its Parent Company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment.
Lenders” means the Revolving Lenders, each Swing Line Bank, the Tranche A1 Lenders, the Tranche A2 Lenders, the Term Loan B Lenders, the Incremental Lenders, if any, and any other Person that shall become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.
Level” means Level 1, Level 2, Level 3, Level 4 or Level 5, as the case may be.
Level 1” means that, as of any date of determination, the Company’s Consolidated Total Net Leverage Ratio is less than or equal to 1.75:1.00 as of the end of the most recent quarterly financial reporting period for which financial statements have been delivered on or prior to such date pursuant to Section 3.01(a)(vi), 5.01(b)(i) or 5.01(b)(ii).
Level 2” means that, as of any date of determination, the Company’s Consolidated Total Net Leverage Ratio is greater than 1.75:1.00 and less than or equal to 2.75:1.00 as of the end of the most recent quarterly financial reporting period to which financial statements have been delivered on or prior to such date pursuant to Section 3.01(a)(vi), 5.01(b)(i) or 5.01(b)(ii)).
Level 3” means that, as of any date of determination, the Company’s Consolidated Total Net Leverage Ratio is greater than 2.75:1.00 and less than or equal to 3.75:1.00 as of the end of the most recent quarterly financial reporting period to which financial statements have been delivered on or prior to that such pursuant to Section 3.01(a)(vi), 5.01(b)(i) or 5.01(b)(ii).
Level 4” means that, as of any date of determination, the Company’s Consolidated Total Net Leverage Ratio is greater than 3.75:1.00 and less than or equal to 4.25:1.00 as of the end of the most recent quarterly financial reporting period to which financial statements have been delivered on or prior to such date pursuant to Section 3.01(a)(vi), 5.01(b)(i) or 5.01(b)(ii).





Level 5” means that, as of any date of determination, the Company’s Consolidated Total Net Leverage Ratio is greater than 4.25:1.00 as of the end of the most recent quarterly financial reporting period to which financial statements have been delivered on or prior to such date pursuant to Section 3.01(a)(vi), 5.01(b)(i) or 5.01(b)(ii).
Lien” means any lien, mortgage, pledge, security interest, charge or encumbrance of any kind (including any interest of a vendor or lessor under any conditional sale or other title retention agreement and any lease in the nature thereof).
Lien Release Event” means the occurrence of both of the following: (i) the Ratings with respect to the Company are BBB-/Baa3 (or the equivalent) with a stable outlook or better from two or more of S&P, Moody’s and Fitch and (ii) all Advances under the Term Loan B Facility shall have been repaid in full and all Term Loan B Commitments shall have been terminated.
Limited Condition Acquisition” means any Permitted Acquisition or other Investment permitted hereunder which the Company or one or more of its Restricted Subsidiaries has contractually committed to consummate, the terms of which do not condition the Company’s or such Restricted Subsidiary’s, as applicable, obligation to close such Permitted Acquisition or other Investment on the availability of third-party financing.
Loan Document” means this Agreement, the Collateral Agreement, the other Collateral Documents, any Note, any Extension Amendment, any Incremental Facility Amendment, any Guarantor Joinder Agreement and any Intercreditor Agreement.
Loan Party” means the Company and the Guarantors.
Long Stop Date” has the meaning set forth in Section 2.06(a)(iv).
Majority Facility Lenders” means at any time, with respect to any Facility, Lenders holding greater than 50% of the then aggregate unpaid principal amount of the Advances held by all Lenders under a Facility, or, if no such principal amount is then outstanding, Lenders having greater than 50% of the aggregate Commitments under such Facility (provided that, for purposes hereof, no Defaulting Lender, shall be included in (a) the Lenders holding such amount of the Advances or having such amount of the Commitments or (b) determining the aggregate unpaid principal amount of the Advances or the total Commitments).
Majority Lenders” means at any time Lenders holding greater than 50% of the sum of (x) the then aggregate unpaid principal amount of the Advances held by all Lenders and (y) the aggregate undrawn Commitments of all Lenders (provided that, for purposes hereof, no Defaulting Lender, shall be included in (a) the Lenders holding such amount of the Advances or having such amount of the Commitments or (b) determining the aggregate unpaid principal amount of the Advances or the undrawn Commitments).
Majority Pro Rata Facility Lenders” means, at any time, with respect to the Term Loan A Facilities and the Revolving Facility taken together, Lenders holding greater than 50% of (x) the then aggregate unpaid principal amount of the Advances held by all Lenders under such Facilities and (y) the aggregate undrawn Commitments of all Lenders under such Facilities (provided that, for purposes hereof, no Defaulting Lender shall be included in (a) the Lenders holding such amount of the Advances or having such amount of Commitments or (b) determining the aggregate unpaid principal amount





of the Advances outstanding under such Facilities or the aggregate unfunded Commitments under such Facilities.
Maturity Date” means (i) with respect to the Revolving Facility, the Revolving Commitment Termination Date, (ii) with respect to the Term Loan A Facilities, the Tranche A1 Maturity Date or the Tranche A2 Maturity Date, as applicable, (iii) with respect to the Term Loan B Facility, the Term Loan B Maturity Date, (iv) with respect to any tranche of Extended Advances, the final maturity date as specified in the applicable Extension Amendment for such tranche, (v) with respect to each Replacement Facility, if any, the final maturity date as specified in the applicable Replacement Amendment for such Replacement Facility or (vi) with respect to each Incremental Facility, if any, the date specified as such in the applicable Incremental Assumption Agreement.
Merger Date” means the date of the consummation of the Acquisition.
Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.
Mortgage” means a mortgage, deed of trust, assignment of leases and rents or other security document granting a Lien on any Mortgaged Property to secure the Secured Obligations. Each Mortgage shall be in form and substance reasonably satisfactory to the Administrative Agent.
Mortgaged Property” means each parcel of real property located in the United States of America owned in fee by the Company or any Guarantor, and the improvements thereto, that (together with such improvements) has a book value of $25,000,000 or more on the Closing Date or at the time of acquisition thereof by the Company or any Guarantor or, with respect to real property owned by a Restricted Subsidiary that becomes a Guarantor after the Closing Date, at the time such Restricted Subsidiary becomes a Guarantor.
MUFG” has the meaning set forth in the recital of parties.
Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Company or any ERISA Affiliate of the Company is making, or is obligated to make, contributions or has within any of the preceding six plan years been obligated to make or accrue contributions.
Multiple Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, which (a) is maintained for employees of the Company or an ERISA Affiliate and at least one Person other than the Company and its ERISA Affiliates or (b) was so maintained and in respect of which the Company or an ERISA Affiliate could have liability under Section 4063, 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.
NBIB Ramp-up” has the meaning set forth in the definition of “Consolidated EBITDA”.
Net Cash Proceeds” means:
(a)    with respect to the Disposition of any asset by the Company or any Restricted Subsidiary or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event received by or paid to or for the account of the Company or any Restricted Subsidiary) over (ii) the sum of (A) the principal amount





of any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and that is repaid in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), (B) the out-of-pocket expenses incurred by the Company or such Restricted Subsidiary in connection with such Disposition or Casualty Event (including attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith), (C) income taxes reasonably estimated to be actually payable as a result of any gain recognized in connection therewith, and (D) any reserve for adjustment in respect of (x) the sale price of such asset or assets established in accordance with GAAP (subject to Section 1.04) and (y) any liabilities associated with such asset or assets and retained by the Company or any Restricted Subsidiary after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction, it being understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents (i) received upon the Disposition of any non-cash consideration received by the Company or any Restricted Subsidiary in any such Disposition and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in clause (D) of the preceding sentence or, if such liabilities have not been satisfied in cash and such reserve not reversed within three hundred and sixty-five (365) days after such Disposition or Casualty Event, the amount of such reserve; and
(b)    with respect to the incurrence or issuance of any Indebtedness by the Company or any Restricted Subsidiary, the excess, if any, of (i) the sum of the cash received in connection with such incurrence or issuance over (ii) the investment banking fees, underwriting discounts and commissions, taxes reasonably estimated to be actually payable and other out-of-pocket expenses, incurred by the Company or such Restricted Subsidiary in connection with such incurrence or issuance.
New Consenting Lender” has the meaning set forth in Section 2.16(b).
Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all Lenders or all affected Lenders (or any other Class or group of Lenders other than the Majority Lenders or the Majority Facility Lenders) in accordance with the terms of Section 9.01 and (ii) has been approved by the Majority Lenders or the Majority Facility Lenders, as applicable.
Non-Defaulting Lender” means, at any time, a Lender that is not a Defaulting Lender.
Non-Extending Lender” has the meaning set forth in Section 2.16(b).
Non-Public Information” means information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD promulgated by the SEC under the Securities Act and the Exchange Act.
Note” means a promissory note of the Company payable to any Lender of any Class, in substantially the form of Exhibit J-1, J-2 or J-3, as applicable, hereto and delivered pursuant to a request made under Section 2.14, evidencing the aggregate indebtedness of the Company to such Lender resulting from the Advances of such Class made or held by such Lender.
Notice of Borrowing” has the meaning set forth in Section 2.02(a)(i).





Notice of Conversion/Continuation” has the meaning set forth in Section 2.09.
Notice of Swing Line Borrowing” has the meaning set forth in Section 2.02(a)(ii).
Obligations” mean the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Advances and interest accruing after the filing of any petition in bankruptcy, or the commencement of any proceeding under any Debtor Relief Law, relating to the Company and its Restricted Subsidiaries, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Advances and all other obligations and liabilities owed by the Company and its Restricted Subsidiaries to the Administrative Agent, the Collateral Agent, any Arranger or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Arrangers, the Administrative Agent, the Collateral Agent or any Lender that are required to be paid by the Company pursuant hereto) or otherwise. Notwithstanding the foregoing, Obligations of any Guarantor shall in no event include any Excluded Swap Obligations of such Guarantor.
Obligee Guarantor” has the meaning set forth in ýSection 7.07.
Offered Amount” has the meaning set forth in ýSection 2.06(c)(iii)(D)(1).
Offered Discount” has the meaning set forth in ýSection 2.06(c)(iii)(D)(1).
Organizational Documents” means with respect to any Person (other than an individual), such Person’s Articles (Certificate) of Incorporation, or equivalent formation documents, and Regulations (Bylaws), or equivalent governing documents, and, in the case of any partnership or limited liability company, includes any partnership agreement, operating agreement or limited liability company agreements (as applicable) and any amendments to any of the foregoing.
Original Credit Agreement” means the Credit Agreement, dated as of May 31, 2018, by and among the Company, the Lenders party thereto, the Guarantors party thereto, the Collateral Agent and the Administrative Agent, as amended, restated, amended and restated, supplemented or otherwise modified prior to the First Amendment Effective Date.
Original Debt” has the meaning set forth in the definition of “Refinancing Debt”.
Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Advance or Loan Document).
Other Secured Agreements” means the Secured Hedge Agreements and the agreements governing the Secured Letters of Credit and the Secured Cash Management Obligations.
Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under,





or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.17).
Other Term Loan Advances” means Other Term Loan A Advances or Other Term Loan B Advances or both.
Other Term Loan Commitments” means Other Term Loan A Commitments or Other Term Loan B Commitments or both.
Other Term Loan A Advances” has the meaning set forth in Section 2.20(b).
Other Term Loan A Commitments” has the meaning set forth in Section 2.20(b).
Other Term Loan B Advances” has the meaning set forth in Section 2.20(c).
Other Term Loan B Commitments” has the meaning set forth in Section 2.20(c).
Parent Company” means, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender, or if such Lender does not have a bank holding company, then any corporation, association, partnership or other business entity owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender.
Participant” has the meaning set forth in Section 9.07(d).
Participant Register” has the meaning set forth in Section 9.07(d).
Participating Lender” has the meaning set forth in ýSection 2.06(c)(iii)(C)(2).
PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).
PBGC” means the U.S. Pension Benefit Guaranty Corporation.
Pension Plan” means a Single Employer Plan or a Multiple Employer Plan or both.
Perfection Certificate” means a certificate substantially in the form of Exhibit G.
Permitted Acquisition” means the purchase or other acquisition by the Company or any Restricted Subsidiary of Equity Interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person if (a) in the case of any purchase or other acquisition of Equity Interests in a Person, such Person will be, upon the consummation of such acquisition a Restricted Subsidiary, in each case including as a result of a merger or consolidation between any Subsidiary and such Person, or (b) in the case of any purchase or other acquisition of other assets, such assets will be owned by the Company or a Restricted Subsidiary; provided that, in each case, (i) no Potential Event of Default exists or would result therefrom and (ii) on a pro forma basis, the Consolidated Secured Net Leverage Ratio and the Consolidated Total Net Leverage Ratio, in each case as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(b) prior to the consummation of such purchase or other acquisition do not exceed 3.75:1:00 and 5.00:1:00, respectively.





Permitted Disposition” means any of the following:
(a)    Dispositions of inventory in the ordinary course of business;
(b)    (i) non-exclusive licenses and sublicenses of intellectual property of the Company or any of its Restricted Subsidiaries in the ordinary course of business and (ii) the lapse or abandonment of intellectual property rights in the ordinary course of business which, in the reasonable good faith determination of the Company, are not material to the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole;
(c)    sales, transfers and other Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(d)    Dispositions of equipment and other property in the ordinary course of business that is worn-out, damaged, obsolete, surplus or, in the judgment of the Company, no longer useful or necessary in its business or that of any Restricted Subsidiary;
(e)    sales, transfers and other Dispositions among the Company and its Restricted Subsidiaries;
(f)    Dispositions that constitute Restricted Payments that are otherwise permitted hereunder;
(g)    Dispositions permitted pursuant to ýýSection 5.02(h) hereof;
(h)    the Disposition of defaulted receivables and the compromise, settlement and collection of receivables in the ordinary course of business or in bankruptcy or other proceedings concerning the other account party thereon and not as part of an accounts receivable financing transaction;
(i)    leases, licenses or subleases or sublicenses of any real or personal property in the ordinary course of business;
(j)    any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind which, in the reasonable good faith determination of the Company, are not material to the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole;
(k)    sales of inventory determined by the management of the Company not to be saleable in the ordinary course of business of the Company or any of its Restricted Subsidiaries;
(l)    foreclosures on assets or Dispositions of assets pursuant to Casualty Events;
(m)    swaps of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of the Company and its Restricted Subsidiaries as a whole, the aggregate fair market value of which not to exceed $50,000,000;
(n)    Dispositions in the form of Investments permitted under ýSection 5.02(e);
(o)    the granting of any Liens permitted under ýSection 5.02(a);





(p)    Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are applied to the purchase price of such replacement property;
(q)    additional Dispositions (other than Dispositions of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole); provided that, at the time of any such Disposition, after giving effect thereto, the Consolidated Secured Net Leverage Ratio (or, following a Lien Release Event, but prior to any subsequent Ratings Trigger Event, the Consolidated Total Net Leverage Ratio) as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(b) (calculated on a pro forma basis) would be less than 2.50:1.00;
(r)    Dispositions or discounts without recourse of accounts receivable in the ordinary course of business;
(s)    Dispositions of property pursuant to Sale-Leaseback Transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000;
(t)    termination of leases, subleases, licenses and sublicenses in the ordinary course of business and which do not materially interfere with the business of the Company and its Restricted Subsidiaries taken as a whole;
(u)    other Dispositions so long as no Event of Default then exists or would arise as a result of such transaction; provided that (i) such Disposition (other than any Disposition of assets with fair market value of less than $10,000,000 as reasonably determined by the Company in good faith) shall be for fair market value as reasonably determined by the Company in good faith and (ii) the Company or any of its Restricted Subsidiaries shall receive not less than 75.0% of the consideration therefor in the form of cash or Cash Equivalents (provided that for the purposes of this clause (u)(ii), the following shall be deemed to be cash: (A) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Company or any of its Restricted Subsidiaries (other than Subordinated Debt) and the valid release of the Company or such Restricted Subsidiary, by all applicable creditors in writing, from all liability on such Indebtedness or other liability in connection with such Disposition, (B) securities, notes or other obligations received by the Company or any of its Restricted Subsidiaries from the transferee that are converted by the Company or any of its Restricted Subsidiaries into cash or Cash Equivalents within 180 days following the closing of such Disposition, (C) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Disposition, to the extent that the Company and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with such Disposition and (D) aggregate Designated Noncash Consideration received by the Company and any applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such Designated Noncash Consideration is received) not to exceed $100,000,000); and
(v)    Dispositions of accounts receivable pursuant to limited recourse receivables factoring or financing facilities (including any discount and/or forgiveness thereof) or in connection with the collection or compromise thereof.
Person” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.





Platform” has the meaning set forth in Section 9.02(g)(i).
Potential Event of Default” means a condition or event which, after notice or lapse of time or both, would constitute an Event of Default if that condition or event were not cured or removed within any applicable grace or cure period.
Prepayment Event” means:
(a)    any disposition (including pursuant to a Sale-Leaseback Transaction or by way of merger or consolidation) of any asset of the Company or any Restricted Subsidiary, including any sale or issuance to a Person other than the Company or any Restricted Subsidiary of Equity Interests in any Subsidiary, other than (i) dispositions described in clauses (a)-(t) and (v) of the definition of “Permitted Disposition” and (ii) other dispositions resulting in aggregate Net Cash Proceeds not exceeding $50,000,000 for any individual transactions or series of related transactions;
(b)    any Casualty Event with respect to any asset of the Company or any Restricted Subsidiary resulting in aggregate Net Cash Proceeds of $25,000,000 or more; or
(c)    the incurrence by the Company or any Restricted Subsidiary of any Indebtedness, other than any Indebtedness permitted to be incurred by ýSection 5.02(b) other than Replacement Advances.
Pro Rata Facilities” means the Revolving Facility and the Term Loan A Facilities.
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.
Public Lender” means any Lender that does not wish to receive Non-Public Information with respect to the Company or its Subsidiaries or their respective securities.
Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Qualifying Lender” has the meaning set forth in Section 2.06(c)(iii)(D)(3).
Ratable Share” of any amount means, with respect to any Lender under any Facility at any time, the product of such amount times a fraction the numerator of which is the amount of such Lender’s Commitment under such Facility at such time (or, if such Commitments shall have been terminated pursuant to Section 2.05 or 6.01, such Lender’s applicable Commitment as in effect immediately prior to such termination) and the denominator of which is the aggregate amount of all Commitments under such Facility at such time (or, if such Commitments shall have been terminated pursuant to Section 2.05 or 6.01, the aggregate amount of all such Commitments as in effect immediately prior to such termination).
Rating” means as of any date, the corporate credit rating or corporate family rating that has been most recently announced by S&P and/or Moody’s and/or, solely for purposes of determining





whether a Lien Release Event or Ratings Trigger Event has occurred, Fitch, as the case may be, with respect to the Company.
Ratings Trigger Event” means the first date following a Lien Release Event on which the Ratings with respect to the Company are BB+/Ba1 (or the equivalent) with a stable outlook or lower (or not rated) from two or more of S&P, Moody’s and Fitch.
RCRA” has the meaning set forth in ýSection 4.01(m).
Recipient” means (a) any Agent, (b) any Lender and (c) any SPC, as applicable.
Refinancing” means the refinancing by the Company of substantially all of the indebtedness for borrowed money of the Acquired Business and its subsidiaries, including, without limitation, the Existing Vector Credit Agreements and the Existing Kodiak Credit Agreement (other than the Remaining Acquired Business Debt).
Refinancing Debt” means, in respect of any Indebtedness (the “Original Debt”), any Indebtedness that extends, renews, replaces or refinances such Original Debt (or any Refinancing Debt in respect thereof); provided that (a) the principal amount of such Refinancing Debt shall not exceed the principal amount of such Original Debt plus any interest, fees or premiums associated therewith, and costs and expenses related to the incurrence of such Refinancing Debt; (b) the stated final maturity of such Refinancing Debt shall not be earlier than, and the Weighted Average Life to Maturity of such Refinancing Debt shall not be less than, that of such Original Debt; (c) such Refinancing Debt shall not constitute an obligation (including pursuant to a guarantee) of any Subsidiary that shall not have been (or, in the case of after-acquired Subsidiaries, shall not have been required to become pursuant to the terms of the Original Debt) an obligor in respect of such Original Debt; (d) if such Original Debt is unsecured, such Refinancing Debt shall be unsecured; (e) if such Original Debt is secured, such Refinancing Debt shall not be secured by any Lien on any asset other than the assets that secured such Original Debt (or would have been required to secure such Original Debt pursuant to the terms thereof); (f) if such Original Debt is subordinated in right of payment to the Secured Obligations, such Refinancing Debt is subordinated in right of payment to the Secured Obligations on terms, taken as a whole, at least as favorable (as determined in good faith by the Company) to the Lenders as those contained in the documentation governing such Original Debt; (g) if such Original Debt is subject to an intercreditor agreement, a representative validly acting on behalf of the holders of such Refinancing Debt shall become a party to an intercreditor agreement no less favorable to the Secured Parties and (h) the primary obligors and guarantors in respect of such Original Debt remain the same (or constitute a subset thereof).
Register” has the meaning set forth in Section 9.07(c).
Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.
Remaining Acquired Business Debt” means the indebtedness for borrowed money of the Acquired Business and its subsidiaries listed on Schedule 1.01(b) hereto.
Removal Effective Date” has the meaning set forth in ýSection 8.06(b).
Replaced Advances” has the meaning set forth in Section 9.01.
Replaced Commitments” has the meaning set forth in Section 9.01.





Replacement Advances” has the meaning set forth in Section 9.01.
Replacement Amendment” has the meaning set forth in Section 9.01.
Replacement Commitments” has the meaning set forth in Section 9.01.
Replacement Facility” has the meaning set forth in Section 9.01.
Repricing Event” means each of (a) the prepayment, repayment, refinancing, substitution or replacement of all or a portion of the Term Loan B Advances with the Net Cash Proceeds of issuances, offerings or placements of Indebtedness having an Effective Yield that is less than the Effective Yield applicable to the Term Loan B Advances so prepaid, repaid, refinanced, substituted or replaced and (b) any amendment, waiver or other modification to this Agreement that would have the effect of reducing the Effective Yield applicable to the Term Loan B Advances; provided that the primary purpose of such prepayment, repayment, refinancing, substitution, replacement, amendment, waiver or other modification was to reduce the Effective Yield applicable to the Term Loan B Advances; provided, further, that in no event shall any such prepayment, repayment, refinancing, substitution, replacement amendment, waiver or other modification in connection with a Change of Control, Investments and other transformation transactions not permitted under this Agreement constitute a Repricing Event. Any determination by the Term Loan B Administrative Agent of the Effective Yield for purposes of this definition shall be conclusive and binding on all Term Loan B Lenders, and the Term Loan B Administrative Agent shall have no liability to any Person with respect to such determination absent gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.
Resignation Effective Date” has the meaning set forth in ýSection 8.06(a).
Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.
Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.
Revolving Commitment” means as to any Revolving Lender (a) the U.S. Dollar amount set forth opposite such Lender’s name on Schedule 1 hereto as such Lender’s “Revolving Commitment”, (b) if such Lender has become a Lender hereunder pursuant to an Incremental Assumption Agreement, the U.S. Dollar amount set forth in such Incremental Assumption Agreement or (c) if such Lender has entered into an Assignment and Assumption, the U.S. Dollar amount set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 9.07(c), as such amount may be reduced pursuant to Section 2.05(a) or increased pursuant to Section 2.20.
Revolving Commitment Termination Date” means, with respect to any Revolving Lender or Swing Line Bank, the earlier of (i) May 31, 2023 or such later date to which such date may be extended from time to time pursuant to Section 2.16(a) with the consent of such Revolving Lender





or Swing Line Bank (as applicable) and (ii) the date of termination in whole of the Commitments of all Lenders pursuant to Section 2.05(a) or 6.01.
Revolving Facility” means, at any time, the aggregate amount of the Revolving Lenders’ Revolving Commitments at such time; provided that if the Revolving Commitment Termination Date of some but less than all of the Revolving Commitments or Revolving Loan Advances shall be extended pursuant to Section 2.16, thereafter the Revolving Commitments and/or Revolving Loan Advances in respect of which such Revolving Commitment Termination Date was extended shall constitute a separate Revolving Facility from the Revolving Commitments and/or Revolving Loan Advances in respect of which no such extension was effected.
Revolving Lenders” means the Lenders listed on Schedule 1 as having a Revolving Commitment and any other Person that shall have become party hereto with a Revolving Commitment pursuant to an Incremental Assumption Agreement or an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.
Revolving Loan Advance” means an advance by a Revolving Lender to the Company as part of a Borrowing under the Revolving Facility and refers to a Base Rate Advance or a Eurocurrency Rate Advance (each of which shall be a “Type” of Revolving Loan Advance).
S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc. and any successor thereto.
Sale-Leaseback Transaction” means an arrangement relating to property owned by the Company or any Restricted Subsidiary whereby the Company or such Restricted Subsidiary sells or transfers such property to any Person and the Company or any Restricted Subsidiary leases such property, or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, from such Person or its Affiliates.
Sanctioned Country” means, at any time, a country, region or territory which is the subject or target of any comprehensive territorial Sanctions.
Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council or the European Union, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person controlled by any such Person.
Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.
SEC” means the Securities and Exchange Commission and any successor agency.
Secured Cash Management Bank” is defined in the Collateral Agreement
Secured Cash Management Obligations” is defined in the Collateral Agreement.





Secured Debt” means, as of any date, Funded Debt of the Company and the Restricted Subsidiaries outstanding as of such date that is secured by any Lien on any asset of the Company or any Restricted Subsidiary.
Secured Hedge Agreements” is defined in the Collateral Agreement.
Secured Hedge Bank” is defined in the Collateral Agreement.
Secured Letter of Credit” is defined in the Collateral Agreement.
Secured Letter of Credit Bank” is defined in the Collateral Agreement.
Secured Obligations” is defined in the Collateral Agreement and if a Lien Release Event has occurred and the Obligations remain unsecured, any reference to Secured Obligations hereunder or in any other Loan Document will refer to the Obligations.
Secured Party” means the Administrative Agent, the Collateral Agent, the Swing Line Bank, any Lender, any Secured Hedge Bank, any Secured Cash Management Bank or any Secured Letter of Credit Bank.
Seller” means, collectively, The SI Organization Holdings LLC and KGS Holding LLC.
Separation Agreement” has the meaning set forth in the definition of “Spin Transaction”.
Separation Consideration” means the distribution of up to $984,000,000 to be made by the Company to the Company’s shareholders immediately before the consummation of the Spin Transaction.
Significant Domestic Subsidiary” means a Significant Subsidiary that is a Domestic Subsidiary and is not an Excluded Subsidiary.
Significant Subsidiary” means, at any time, any Subsidiary of the Company which accounts for more than 10% of consolidated revenue of the Company determined in accordance with GAAP; provided that the aggregate revenues of all Restricted Subsidiaries that are not Significant Subsidiaries (other than Excluded Subsidiaries) may not exceed 20% of consolidated revenue of the Company, collectively, at any time, determined in accordance with GAAP.
Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, which (a) is maintained for employees of the Company or any ERISA Affiliate and no Person other than the Company and its ERISA Affiliates or (b) was so maintained and in respect of which the Company or an ERISA Affiliate could have liability under Section 4062 or 4069 of ERISA in the event such plan has been or were to be terminated.
Solicited Discount Proration” has the meaning set forth in ýSection 2.06(c)(iii)(D)(3).
Solicited Discounted Prepayment Amount” has the meaning set forth in ýSection 2.06(c)(iii)(D)(1).
Solicited Discounted Prepayment Notice” means a written notice of the Company of Solicited Discounted Prepayment Offers made pursuant to ýSection 2.06(c)(iii)(D) substantially in the form of Exhibit I-4.





Solicited Discounted Prepayment Offer” means the irrevocable written offer by each Lender, substantially in the form of Exhibit I-5, submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice.
Solicited Discounted Prepayment Response Date” has the meaning set forth in ýSection 2.06(c)(iii)(D)(1).
Solvent” means, with respect to any Person, as of any date of determination, (i) the sum of the debt (including contingent liabilities) of such Person and its Subsidiaries, taken as a whole, does not exceed the fair value of the assets (on a going concern basis) of such Person and its Subsidiaries, taken as a whole, (ii) the present fair saleable value of the assets (on a going concern basis) of such Person and its Subsidiaries, taken as a whole, is not less than the amount that will be required to pay the probable liabilities of such Person and its Subsidiaries, taken as a whole, on their debts as they become absolute and matured in the ordinary course of business; (iii) the capital of such Person and its Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of such Person or its Subsidiaries, taken as a whole, contemplated as of such date; and (iv) such Person and its Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts (including current obligations and contingent liabilities) beyond their ability to pay such debts as they mature in the ordinary course of business; provided that the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
SPC” has the meaning set forth in Section 2.19.
Specified Discount” has the meaning set forth in ýSection 2.06(c)(iii)(B)(III).
Specified Discount Prepayment Amount” has the meaning set forth in ýSection 2.06(c)(iii)(B)(III).
Specified Discount Prepayment Notice” means a written notice of the Company Offer of Specified Discount Prepayment made pursuant to ýSection 2.06(c)(iii)(B) substantially in the form of Exhibit I-6.
Specified Discount Prepayment Response” means the irrevocable written response by each Lender, substantially in the form of Exhibit I-7, to a Specified Discount Prepayment Notice.
Specified Discount Prepayment Response Date” has the meaning set forth in ýSection 2.06(c)(iii)(B).
Specified Discount Proration” has the meaning set forth in ýSection 2.06(c)(iii)(B)(2).
Specified Loan Party” means any Guarantor that is not a Qualified ECP Guarantor.
Specified Representations” means those representations made in Sections 4.01(a)(i), 4.01(a)(ii), 4.01(a)(iii), 4.01(b), 4.01(d), 4.01(g), 4.01(i), 4.01(p) and 4.01(q) (with respect to Sections 2.15(b) and (c) only).
Spin Transaction” means the pro rata distribution by DXC to its shareholders of the common stock of the Company as described in the Form 10 and in accordance with the separation and distribution agreement described therein (the “Separation Agreement”) and in other filings made by





DXC with the SEC prior to the Closing Date, with any changes thereto that are not materially adverse to the Lenders (or that are consented to by the Administrative Agent).
Spin Transaction Term Loans” has the meaning set forth in Section 2.01(c)(i).
SPV” means any special purpose entity established for the purpose of purchasing receivables in connection with a receivables securitization transaction permitted under the terms of this Agreement.
Submitted Amount” has the meaning set forth in ýSection 2.06(c)(iii)(C)(1).
Submitted Discount” has the meaning set forth in ýSection 2.06(c)(iii)(C)(1).
Subordinated Debt” means any Debt that has been subordinated in right of payment to the prior payment in full of all of the Obligations pursuant to a written agreement.
Subsidiary” of any Person means any corporation, association, partnership or other business entity of which at least 50% of the total voting power of shares of stock or other securities entitled to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company.
Successor Company” has the meaning set forth in ýSection 5.02(h).
Swap Obligation” has the meaning set forth in the definition of “Excluded Swap Obligation.”
Swing Line Advance” means an advance under the Swing Line Sub-Facility made in U.S. Dollars as a Base Rate Advance pursuant to Section 2.01(b).
Swing Line Bank” means any Lender or its Affiliate that agrees to serve as a Swing Line Bank and has provided the Company and the Administrative Agent evidence of its Swing Line Commitment, or any successor swing line lender hereunder.
Swing Line Commitment” means, for each Swing Line Bank, such amount as shall be notified to the Administrative Agent and the Company.
Swing Line Sub-Facility” means an amount equal to the lesser of (a) $100,000,000 and (b) the aggregate amount of the Commitments under the Revolving Facility. The Swing Line Sub-Facility is part of, and not in addition to, the Revolving Facility.
Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments or other like charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
Term Advance” means a Tranche A1 Advance, a Tranche A2 Advance, a Term Loan B Advance, an Incremental Term Loan A Advance, an Incremental Term Loan B Advance or a Replacement Advance in respect of any of the foregoing.
Term Facility” means a Term Loan A Facility, the Term Loan B Facility, an Incremental Term Loan A Facility or Incremental Term Loan B Facility.





Term Lender” means a Tranche A1 Lender, a Tranche A2 Lender, an Incremental Term Loan A Lender, a Term Loan B Lender, an Incremental Term Loan B Lender or a lender in respect of Replacement Advances that are Term Advances.
Term Loan A Advance” means a Tranche A1 Advance, a Tranche A2 Advance or an Incremental Term Loan A Advance.
Term Loan A Facilities” means the Tranche A1 Facility and the Tranche A2 Facility.
Term Loan B Advance” means an advance made on pursuant to Section 2.01(d).
Term Loan B Commitment” means, with respect to each Term Loan B Lender, the commitment, if any, of such Term Loan B Lender to make a Term Loan B Advance hereunder on the Closing Date or, if the Company so elects, the Merger Date. The initial aggregate amount of the Term Loan B Lenders’ Commitments on the Closing Date was $500,000,000.
Term Loan B Facility” means the Term Loan B Facility provided hereunder.
Term Loan B Lender” means a lender with a Term Loan B Commitment or Term Loan B Advance.
Term Loan B Maturity Date” means May 31, 2025 or, if such date is not a Business Day, the first Business Day thereafter (unless such next Business Day is not in the same calendar month, in which case the next preceding Business Day).
Term Loan B Repayment Date” means the last Business Day of each March, June, September and December, commencing with the last Business Day of the first full fiscal quarter ending after the Closing Date.
Trade Date” has the meaning set forth in Section 9.07(b)(i)(B).
Tranche A1 Advance” means an advance made pursuant to Section 2.01(c)(i).
Tranche A1 Commitment” means, with respect to each Tranche A1 Lender, the commitment, if any, of such Tranche A1 Lender to make Tranche A1 Advances hereunder on the Closing Date and, if the Company so elects, the Merger Date. The initial aggregate amount of the Tranche A1 Lenders’ Commitments on the Closing Date was $350,000,000. The aggregate amount of the Tranche A1 Lenders’ Commitments on the First Amendment Effective Date was $322,000,000.
Tranche A1 Facility” means the Tranche A1 Facility provided hereunder.
Tranche A1 Lender” means a lender with a Tranche A1 Commitment or Tranche A1 Advance.
Tranche A1 Maturity Date” means May 31, 2021 or, if such date is not a Business Day, the first Business Day thereafter (unless such next Business Day is not in the same calendar month, in which case the next preceding Business Day).
Tranche A2 Advance” means an advance made, converted or continued pursuant to Section 2.01(c)(ii).
Tranche A2 Commitment” means, with respect to each Tranche A2 Lender, the commitment, if any, of such Tranche A2 Lender to make a Tranche A2 Advance hereunder on the Closing Date





and, if the Company so elects, the Merger Date. The initial aggregate amount of the Tranche A2 Lenders’ Commitments on the Closing Date was $1,650,000,000. The aggregate amount of the Tranche A2 Lenders’ Commitments on the First Amendment Effective Date was $1,608,375,000.
Tranche A2 Facility” means the Tranche A2 Facility provided hereunder.
Tranche A2 Lender” means a lender with a Tranche A2 Commitment or Tranche A2 Advance.
Tranche A2 Maturity Date” means May 31, 2023 or, if such date is not a Business Day, the first Business Day thereafter (unless such next Business Day is not in the same calendar month, in which case the next preceding Business Day).
Tranche A2 Repayment Date” means the last Business Day of each March, June, September and December, commencing with the last Business Day of the first full fiscal quarter ending after the Closing Date.
Transaction Costs” means the fees, premiums and expenses incurred in connection with the Transactions.
Transactions” means, (a) the Spin Transaction, (b) the Separation Consideration, (c) the Acquisition, (d) the Refinancing, (e) the Company’s obtaining of the Revolving Facility and borrowing all or a portion of the Advances available under the Term Loan A Facilities and the Term Loan B Facility on the Closing Date and (f) the Company’s borrowing any Advances available under the Term Loan A Facilities and Term Loan B Facility but not borrowed on the Closing Date, on the Merger Date.
Type”, when used in reference to any Advance or Borrowing, refers to whether the rate of interest on such Advance, or on the Advances comprising such Borrowing, is determined by reference to the Base Rate or the Eurocurrency Rate.
UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which are required to be applied in connection with the perfection of security interests created by the Collateral Documents.
Unrestricted Subsidiary” means any Subsidiary of the Company then designated by the Company as an Unrestricted Subsidiary pursuant to ýSection 5.01(m) subsequent to the Closing Date.
Unused Revolving Commitment” means, with respect to each Revolving Lender on any date, (a) such Revolving Lender’s Revolving Commitment at such time minus (b) the sum of (i) the aggregate principal amount of all Revolving Loan Advances made by such Revolving Lender (in its capacity as a Revolving Lender) and outstanding at such time, plus (ii) such Revolving Lender’s Ratable Share of the aggregate principal amount of all Swing Line Advances then outstanding.
U.S. Dollars” and “$” each means the lawful currency of the United States of America.
U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.
U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.12(f)(ii)(B)(3).
Vector” means Vencore Holding Corp., a Delaware corporation.





Vector Entities” means Vector and each of its Subsidiaries.
Vector/Kodiak Material Adverse Effect” shall mean any effect, change or circumstance, individually or in the aggregate, that is, or would reasonably be expected to be, materially adverse to (a) Vector, Kodiak, their respective Subsidiaries, or the business, operations, assets, prospects, financial condition or results of operations of the Vector Entities and the Kodiak Entities, taken as a whole, assuming the Vector Entities and the Kodiak Entities are a consolidated group of entities; or (b) the ability of Vector and Kodiak to consummate the Transactions (as defined in the Acquisition Agreement) and to perform their respective obligations under the Acquisition Agreement and the Transaction Agreements (as defined in the Acquisition Agreement); provided, however, that none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether, a Vector/Kodiak Material Adverse Effect has occurred: any adverse effect, change or circumstance, individually or in the aggregate, arising from or relating to: (i) general business or economic conditions in the United States; (ii) generally affecting the industry or industries in which any Vector Entity or Kodiak Entity operate; (iii) national or international political or social conditions, including the engagement by the U.S. in hostilities (or the escalation thereof), whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the U.S., or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the U.S.; (iv) natural or man-made disasters or acts of God; (v) financial, banking or securities markets; (vi) changes or proposed changes in applicable Law or in GAAP; (vii) the failure of any Government Bid (as defined in the Acquisition Agreement) to result in a Government Contract (as defined in the Acquisition Agreement), the existence of any protest initiated by any third party with respect to any Government Bid or Government Contract of the Vector Entities or the Kodiak Entities (but not underlying reasons why any such protest may be successful), or the failure of any protest relating to a Government Bid or Government Contract initiated by the Vector Entities or the Kodiak Entities; (viii) any actions that are required to be taken by, or in compliance with, any Transaction Document, including Section 8.9 of the Acquisition Agreement, or the pendency or announcement of the Transactions (as defined in the Acquisition Agreement), including the identity of any of the Parties under the Acquisition Agreement; and (ix) the credit ratings of the Vector Entities or the Kodiak Entities or the failure of the Vector Entities or the Kodiak Entities to meet published or internal projections or forecast (provided that, in the case of this clause (ix), the underlying changes or failures that do not otherwise fall within any of the exceptions describe in clauses (i) through (vii) of this sentence may nonetheless be taken into account in determining whether a Vector/Kodiak Material Adverse Effect exists or would reasonably be expected to exist); provided that, in the case of clauses (i) through (vi) of this sentence, such effects, changes or circumstances shall be taken into account in determining whether a Vector/Kodiak Material Adverse Effect exists or would reasonably be expected to exist, but only if and to the extent the Vector Entities and Kodiak Entities, taken as a whole, are disproportionately affected thereby compared to other providers of information technology services to the United States Federal Government.
Voidable Transfer” has the meaning assigned to such term in Section 7.09.
Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining instalment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.





Withdrawal Liability” has the meaning given such term under Part I of Subtitle E of Title IV of ERISA.
Withholding Agent” means the Company, the Guarantors, the Administrative Agent and the Collateral Agent.
Working Capital” means, at any time, Current Assets at such time minus Current Liabilities at such time.
Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
Yield Differential” has the meaning set forth in Section 2.20(c)(iii).
Section .[Reserved]
Section .Other Interpretive Provisions
. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a)    The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.
(b)    The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.
(c)    Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.
(d)    The term “including” is by way of example and not limitation.
(e)    The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.
(f)    In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”
(g)    Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
(h)    In connection with any action being taken solely in connection with a Limited Condition Acquisition, for purposes of:
(i)    determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Total Net Leverage Ratio or the Consolidated Secured Net Leverage Ratio; or





(ii)    testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of consolidated total assets, if any);
in each case, at the option of the Company (the Company’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder may be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCA Test Date for which consolidated financial statements of the Company are available, the Company could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Company has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in consolidated total assets of the Company or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken. If the Company has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Company, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a pro forma basis (i) assuming such Limited Condition Acquisition and other transactions in connection therewith have been consummated and (ii) assuming such Limited Condition Acquisition and other transactions in connection therewith have not been consummated.
In connection with any action being taken primarily in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Agreement which requires that no Potential Event of Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition may, at the option of the Company, be deemed satisfied, so long as no Potential Event of Default or Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. For the avoidance of doubt, if the Company has exercised its option under this clause (h), and any Potential Event of Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Potential Event of Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder.
In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Agreement which requires compliance with any representations and warranties set forth herein, such condition may, at the option of the Company, be deemed satisfied, so long as the Company is in compliance with such representations and warranties on the date the definitive agreements for such Limited Condition Acquisition are entered into. For the avoidance





of doubt, if the Company has exercised its option under this clause (h), and any breach of a representation or warranty occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such breach shall be deemed to not have occurred for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder.
Section .Accounting Terms
. All accounting terms not specifically defined herein shall be construed in accordance with GAAP consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e). All computations determining compliance with financial covenants or terms, including definitions used therein, shall be prepared in accordance with generally accepted accounting principles in effect at the time of the preparation of, and in conformity with those used to prepare, the historical financial statements delivered to the Lenders pursuant to Section 4.01(e). If at any time the computations for determining compliance with financial covenants or provisions relating thereto utilize generally accepted accounting principles different than those then being utilized in the financial statements being delivered to the Lenders, such financial statements shall be accompanied by a reconciliation statement. If at any time any change in GAAP or the required adoption by the Company of international financial reporting standards would affect the computation of any financial ratio or requirement set forth in this Agreement, and either the Company or the Majority Lenders shall so request, the Administrative Agent, the Lenders and the Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or the adoption of such international financial reporting standards (subject to the approval of the Majority Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP in effect at the time of the preparation of, and in conformity with those used to prepare, the historical financial statements delivered to the Lenders pursuant to Section 4.01(e) and (ii) the Company shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP or the adoption of such international financial reporting standards. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (a) whether a lease constitutes a capital lease or an operating lease shall be determined based on GAAP as in effect on the Closing Date, notwithstanding any modification or interpretative change thereto after the Closing Date; provided that supplier and sub-contractor arrangements and joint venture arrangements that are accounted as capitalized leases pursuant to GAAP but where the supplier or partner, as applicable, acts as a sub-contractor to the Company or its Affiliates, and where the Company’s financial obligation under such sub-contracting arrangements terminate in the event of a termination of the underlying customer contract where the Company or its Affiliates act as the prime contractor shall not constitute capital leases, and payments thereunder shall not constitute interest expense, for any purpose under this Agreement, (b) the calculation of Capital Lease Obligations shall (x) exclude any impact to the book basis resulting from the application of “fair value” purchase accounting adjustments, (y) include the value of lease cash flow stream obligations only to the extent subject to contractual obligations and (z) exclude any impact from assumptions pertaining to potential term extensions or end-of-term equipment buyouts, (c) the calculation of net income of the Company and its Restricted Subsidiaries shall disregard the portion of Corporate Expenses relating to global support functions prior to the Spin Transaction that are reflected in the financial statements of the United States Public Sector business and referred to in the Form 10 as expected to be eliminated following consummation of the Spin Transaction and (d) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Restricted





Subsidiary thereof at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.
Section .Divisions
. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.
Article III

Article IVAMOUNTS AND TERMS OF THE ADVANCES
Section .The Advances
.
(a)    Revolving Facility. Each Revolving Lender of any Class severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loan Advances of such Class denominated in U.S. Dollars to the Company from time to time on any Business Day during the period from the Closing Date until the Revolving Commitment Termination Date of such Lender in respect of such Class in an amount not to exceed such Revolving Lender’s Unused Revolving Commitment; provided that the aggregate principal amount of all Revolving Loan Advances to be made on the Closing Date and the Merger Date shall not exceed $100,000,000. Each Borrowing under the Revolving Facility shall be in an amount not less than the Borrowing Minimum or a Borrowing Multiple in excess thereof and shall consist of Revolving Loan Advances of the same Type and in the same currency made on the same day by the Revolving Lenders ratably according to their respective Revolving Commitments. Within the limits of each Revolving Lender’s Revolving Commitment of such Class, the Company may borrow under this Section 2.01(a), prepay pursuant to Section 2.06 and reborrow under this Section 2.01(a).
(a)Swing Line Advances. Each Swing Line Bank agrees, on the terms and conditions hereinafter set forth, to make Swing Line Advances denominated in U.S. Dollars to the Company from time to time on any Business Day during the period from the Closing Date until the Revolving Commitment Termination Date applicable to such Swing Line Bank (i) in an aggregate amount for each Swing Line Bank not to exceed at any time outstanding such Swing Line Bank’s Swing Line Commitment, (ii) in an aggregate amount for all Swing Line Banks not to exceed at any time outstanding the Swing Line Sub-Facility and (iii) in an amount for each Borrowing of Swing Line Advances not to exceed the Unused Revolving Commitments of the Revolving Lenders on such Business Day. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Borrowing under the Swing Line Sub-Facility shall be in an amount not less than the Borrowing Minimum or a Borrowing Multiple in excess thereof and shall consist of Swing Line Advances of the same Type and on the same day by the Swing Line Banks ratably according to their respective Swing Line Commitments. Within the limits of the Swing Line Sub-Facility and within the limits referred to in this Section 2.01(b), the Company may borrow under this Section 2.01(b), prepay pursuant to Section 2.06(d) and reborrow under this Section 2.01(b).
(b)Tranche A1 Advances and Tranche A2 Advances.





(i)    Each Tranche A1 Lender severally agrees, on the terms and conditions hereinafter set forth, to make a Tranche A1 Advance denominated in U.S. Dollars to the Company on the Closing Date and, if the Company so elects, the Merger Date in an aggregate principal amount not to exceed its Tranche A1 Commitment. The Company may, at its option, (x) (1) make one borrowing of Tranche A1 Advances on the Closing Date in an aggregate amount, together with the Tranche A2 Advances made on the Closing Date, in each case the proceeds of which are to be used (A) to pay a portion of the Separation Consideration, (B) to pay a portion of the Transaction Costs in connection with the Separation Consideration and the Spin Transaction and (C) for general corporate purposes (such Tranche A1 Advances and Tranche A2 Advances borrowed for the purposes described in this clause (x)(1), the “Spin Transaction Term Loans”), and any Revolving Loan Advances made on the Closing Date, not to exceed $1,150,000,000 and (2) make a separate borrowing of Tranche A1 Advances on the Merger Date the proceeds of which are to be used (A) to pay a portion of the funding of the Acquisition, (B) to pay a portion of the funding of the Refinancing, (C) to pay a portion of the Transaction Costs in connection with the Acquisition and the Refinancing and (D) for general corporate purposes (such Tranche A1 Advances, together with any Tranche A2 Advances and Term Loan B Advances borrowed for the purposes described in this clause (x)(2), the “Acquisition Term Loans”) or (y) make a single borrowing of the full amount of the Tranche A1 Advances on the Closing Date; provided that, to the extent the Company elects to make a single borrowing of the full amount of the Tranche A1 Advances on the Closing Date, the portion of such borrowing consisting of Acquisition Term Loans shall be funded into escrow on terms satisfactory to the Administrative Agent in its sole discretion and released to the Company on the Merger Date upon satisfaction of the conditions set forth in Section 3.02, which Advances shall, for the avoidance of doubt, bear interest from the date of such funding into escrow. The Tranche A1 Advances may from time to time consist of Eurocurrency Rate Advances or Base Rate Advances, as determined by the Company and notified to the Administrative Agent in accordance with Section 2.02.
(ii)    Each Tranche A2 Lender severally agrees, on the terms and conditions hereinafter set forth, to make a Tranche A2 Advance denominated in U.S. Dollars to the Company on the Closing Date and, if the Company so elects, the Merger Date in an aggregate principal amount not to exceed its Tranche A2 Commitment. The Company may, at its option, (x) (1) make one borrowing of Tranche A2 Advances on the Closing Date consisting of Spin Transaction Term Loans in an aggregate amount, together with the Tranche A1 Advances made on the Closing Date constituting Spin Transaction Term Loans and any Revolving Loan Advances made on the Closing Date, not to exceed $1,150,000,000 and (2) make a separate borrowing of Tranche A2 Advances on the Merger Date consisting of Acquisition Term Loans or (y) make a single borrowing of the full amount of the Tranche A2 Advances on the Closing Date; provided that, to the extent the Company elects to make a single borrowing of the full amount of the Tranche A2 Advances on the Closing Date, the portion of such borrowing consisting of Acquisition Term Loans shall be funded into escrow on terms satisfactory to the Administrative Agent in its sole discretion and released to the Company on the Merger Date upon satisfaction of the conditions set forth in Section 3.02, which Advances shall, for the avoidance of doubt, bear interest from the date of such funding into escrow. The Tranche A2 Advances may from time to time consist of Eurocurrency Rate Advances or Base Rate Advances, as determined by the Company and notified to the Administrative Agent in accordance with Section 2.02.
(iii)    Any amount borrowed under this Section 2.01(c) and subsequently repaid or prepaid may not be reborrowed. The amount of the Tranche A1 Commitment of each Tranche A1 Lender equal to its pro rata portion of the amount of Tranche A1 Advances funded on the Closing Date shall terminate immediately without further action on the Closing Date after giving effect to such Lender’s funding of its portion of such Tranche A1 Advances funded on the Closing Date. The remainder of





the Tranche A1 Commitment, if any, of each Tranche A1 Lender shall terminate immediately without further action on the Merger Date after giving effect to such Lender’s funding of its portion of the Tranche A1 Advances funded on the Merger Date. An amount of the Tranche A2 Commitment of each Tranche A2 Lender equal to its pro rata portion of the amount of the Tranche A2 Advances funded on the Closing Date shall terminate immediately without further action on the Closing Date after giving effect to such Lender’s funding of its portion of such Tranche A2 Advances funded on the Closing Date. The remainder of the Tranche A2 Commitment, if any, of each Tranche A2 Lender shall terminate immediately without further action on the Merger Date after giving effect to such Lender’s funding of its portion of the Tranche A2 Advances funded on the Merger Date. The unfunded Tranche A1 Commitments and Tranche A2 Commitments shall terminate in any event at 5:00 p.m. on October 1, 2018.
(c)Term Loan B Advances.
(i)    Each Term Loan B Lender severally agrees, on the terms and conditions hereinafter set forth, to make a Term Loan B Advance denominated in U.S. Dollars to the Company on the Closing Date and, if the Company so elects, the Merger Date in a principal amount not to exceed its Term Loan B Commitment. The Company may, at its option, (x) make a single borrowing of the full amount of the Term Loan B Advances on the Merger Date or (y) make a single borrowing of the full amount of the Term Loan B Advances on the Closing Date; provided that, to the extent the Company elects to make a single borrowing of the full amount of the Term Loan B Advances on the Closing Date, such Term Loan B Advances shall be funded into escrow on terms satisfactory to the Administrative Agent in its sole discretion and released to the Company on the Merger Date upon satisfaction of the conditions set forth in Section 3.02, which Advances shall, for the avoidance of doubt, bear interest from the date of such funding into escrow. The Term Loan B Advances may from time to time consist of Eurocurrency Rate Advances or Base Rate Advances, as determined by the Company and notified to the Administrative Agent in accordance with Section 2.02.
(ii)    Any amount borrowed under this Section 2.01(d) and subsequently repaid or prepaid may not be reborrowed. To the extent the Company elects to make a single borrowing of the full amount of the Term Loan B Advances on the Closing Date, the Term Loan B Commitments of each Term Loan B Lender shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Term Loan B Commitment on such date. To the extent the Company elects to make a single borrowing of the full amount of the Term Loan B Advances on the Merger Date, the Term Loan B Commitments of each Term Loan B Lender shall terminate immediately and without further action on the Merger Date after giving effect to the funding of such Lender’s Term Loan B Commitment on such date. The unfunded Term Loan B Commitments shall terminate in any event at 5:00 p.m. on October 1, 2018.
Section .Making the Advances
.
(a)(i) Except as otherwise provided in Section 2.02(a)(ii), each Borrowing shall be made on notice, given not later than (x) 10:00 a.m. (New York City time) on the date of a proposed Borrowing consisting of Base Rate Advances and (y) 12:00 noon (New York City time) on the third Business Day prior to the date of a proposed Borrowing consisting of Eurocurrency Rate Advances, in each case by the Company to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telecopier or electronic mail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by electronic mail or telephone, confirmed immediately in writing by hand delivery or electronic mail, in each case in substantially the form of Exhibit A hereto, specifying therein the requested (A) date of such Borrowing, (B) Facility of such Borrowing, (C) Type of





Advances comprising such Borrowing, (D) aggregate amount of such Borrowing, and (E) in the case of a Borrowing comprised of Eurocurrency Rate Advances, the initial Interest Period for each such Advance. The Company may, subject to the conditions herein provided, borrow more than one Borrowing on any Business Day. Each Appropriate Lender shall, before 1:00 p.m. (New York City time) in the case of a Borrowing consisting of Base Rate Advances or before 11:00 a.m. (New York City time) in the case of a Borrowing consisting of Eurocurrency Rate Advances, in each case on the requested date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 9.02, in same day funds, such Lender’s ratable portion of such Borrowing. Upon fulfillment of the applicable conditions set forth in Section 3.01, 3.02 or 3.03, as applicable, the Administrative Agent will make such funds available to the Company in like funds as received by the Administrative Agent either by (1) crediting the account of the Company on the books of the Administrative Agent with the amount of such funds or (2) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company; provided, however, that if the Company has an outstanding Swing Line Advance at the time of a requested Borrowing of Revolving Loan Advances, the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Line Advances made to the Company by the Swing Line Banks or held by any other Lender and outstanding on the date of such Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Line Banks and such other Lenders for repayment of such Swing Line Advances.
(ii)    (A) Each Swing Line Advance shall be made on notice, given not later than 1:00 P.M. (New York City time) on the date of the proposed Swing Line Advance by the Company to the Administrative Agent (and the Administrative Agent shall give prompt notice thereof to each Swing Line Bank), each of which the Administrative Agent shall give prompt notice to the Revolving Lenders. Each such notice of Swing Line Advances (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed at once in writing by electronic mail, or electronic mail, specifying therein the requested (1) date of such Advance, (2) amount and currency of such Advance and (3) maturity of such Advance (which maturity shall be no later than the fifth Business Day after the requested date of such Advance). Each Swing Line Advance shall be a Base Rate Advance. Each Swing Line Bank shall, promptly on the date of such Swing Line Advance, make its pro rata share of such Borrowing available to the Administrative Agent at the Administrative Agent’s Administrative Agent Account, in same day funds. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Company at the Administrative Agent’s address referred to in Section 9.02.
(B)    Upon written demand by any Swing Line Bank, with a copy of such demand to the Administrative Agent, each other Revolving Lender (or, if some, but less than all, of the Revolving Lenders shall have extended the Revolving Commitment Termination Date with respect to their Revolving Commitments pursuant to Section 2.16, only those Revolving Lenders with the latest Revolving Commitment Termination Date then in effect) will purchase from such Swing Line Bank, and such Swing Line Bank shall sell and assign to each such other Lender, such other Lender’s Ratable Share of such outstanding Swing Line Advance, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Swing Line Bank, by deposit to the applicable Administrative Agent’s Administrative Agent Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Lender. The Company hereby agrees to each such sale and assignment. Each Appropriate Lender agrees to purchase its Ratable Share of an outstanding Swing Line Advance on (1) the Business Day on which demand therefor is made by a Swing Line Bank, provided that notice of such demand is given not later than 11:00 a.m. (New York City time) on such Business Day or (2)





the first Business Day next succeeding such demand if notice of such demand is given after such time. Each Appropriate Lender acknowledges and agrees that its obligation to purchase its Ratable Share of Swing Line Advances pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of an Event of Default or a Potential Event of Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Upon any such assignment by a Swing Line Bank to any other Appropriate Lender of a portion of a Swing Line Advance, such Swing Line Bank represents and warrants to such other Lender that it is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, this Agreement or the Company. If and to the extent that any Appropriate Lender shall not have so made the amount of its Ratable Share of such Swing Line Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such Lender is required to have made such amount available to the Administrative Agent until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such amount for the account of a Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance held by such Swing Line Bank shall be reduced by such amount on such Business Day.
(b)    Anything in subsection (a) above to the contrary notwithstanding,
(i)    the Company may not select Eurocurrency Rate Advances for any Borrowing or with respect to the Conversion or continuance of any Borrowing if the aggregate amount of such Borrowing or such Conversion or continuance is less than the Borrowing Minimum;
(ii)    there shall be no more than (x) seven Interest Periods relating to any Class of Eurocurrency Rate Advances outstanding under any Revolving Facility at any time or (y) three Interest Periods relating to any Class of Eurocurrency Rate Advances outstanding under any Term Facility at any time;
(iii)    if any Appropriate Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation, in each case after the Closing Date, makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Applicable Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances or to fund or maintain Eurocurrency Rate Advances hereunder, the Commitment of such Lender to make Eurocurrency Rate Advances or to Convert all or any portion of Base Rate Advances shall forthwith be suspended until the Administrative Agent shall notify the Company that such Lender has determined that the circumstances causing such suspension no longer exist and the Company shall prepay or Convert all Eurocurrency Rate Advances of such Lender to Base Rate Advances, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Advances to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Advances (it being understood and agreed that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in a law after the Closing Date for purposes of this Section





2.02(b)(iii) regardless of the date enacted, adopted or issued); to the extent that such affected Eurocurrency Rate Advances become Base Rate Advances, all payments of principal that would have been otherwise applied to such Eurocurrency Rate Advances shall be applied instead to such Lender’s Base Rate Advances; provided that if, at any time after a Lender gives notice under this Section 2.02(b)(iii), such Lender determines that it may lawfully make Eurocurrency Rate Advances, such Lender shall promptly give notice of that determination to the Company and the Administrative Agent. The Company’s right to request, and such Lender’s obligation, if any, to make Eurocurrency Rate Advances shall thereupon be restored; and
(iv)    (A)    if, with respect to any Facility, the Majority Facility Lenders shall notify the Administrative Agent that (1) the Eurocurrency Rate for Eurocurrency Rate Advances comprising such Borrowing will not adequately reflect the cost to such Majority Facility Lenders of making, funding or maintaining their respective Eurocurrency Rate Advances for such Borrowing, (2) deposits are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Borrowing or (3) reasonable and adequate means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, the right of the Company to select Eurocurrency Rate Advances for such Borrowing or any subsequent Borrowing under such Facility shall be suspended until the Administrative Agent shall notify the Company and the Appropriate Lenders that the circumstances causing such suspension no longer exist and each Advance comprising such Borrowing shall be made as a Base Rate Advance.;
(B) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (1) the circumstances set forth in clause (A)(3) have arisen and such circumstances are unlikely to be temporary or (2) the circumstances set forth in clause (A)(3) have not arisen but the supervisor for the administrator of LIBOR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Company shall endeavor to establish an alternate rate of interest to the Eurocurrency Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin). Notwithstanding anything to the contrary in Section 9.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company, a written notice from the Majority Lenders of each Class stating that such Majority Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (B) (but, in the case of the circumstances described in clause (2) of the first sentence of this Section 2.02(b)(iv)(B), only to the extent LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of Eurocurrency Rate Advances shall be ineffective and (y) if any Notice of Borrowing requests a Borrowing of Eurocurrency Rate Advances, such Borrowing shall be made as a Base Rate Advance; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
(c)    Each Notice of Borrowing shall be irrevocable and binding on the Company. In the case of any Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurocurrency





Rate Advances, the Company shall indemnify each Appropriate Lender against any loss, cost or expense incurred by such Lender by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing or by reason of the termination of hedging or other similar arrangements, in each case when such Advance is not made on such date, including without limitation, as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III. The Lender making demand for such indemnification shall deliver to the Company concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement shall be conclusive as to the amount of compensation due to such Lender, absent manifest error.
(d)    Unless the Administrative Agent shall have received notice from an Appropriate Lender at least one hour prior to the time any Borrowing is due to be funded by the Lenders that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to it on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Company on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Company severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Company until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Company, the higher of (A) the interest rate applicable at the time to the Advances comprising such Borrowing and (B) the cost of funds incurred by the Administrative Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement.
(e)    The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Appropriate Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.
Section .[Reserved]
.
Section .Fees
.
(a)    Commitment Fees. The Company agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee which shall accrue at the Commitment Fee Rate on the daily amount of such Revolving Lender’s Unused Revolving Commitment from the Closing Date, in the case of each Revolving Lender party to this Agreement on the Closing Date, and, to the extent not paid by the Company to any other Revolving Lender in respect of the same Revolving Commitment for the same period, from the effective date specified in the Assignment and Assumption pursuant to which a successor to any Revolving Lender party to this Agreement on the Closing Date or other Revolving Lender becomes a Revolving Lender hereunder, in each case until the Revolving Commitment Termination Date of such Revolving Lender, payable in arrears on the last day of each March, June, September and December during the term of such Revolving Lender’s Revolving Commitment(s), commencing June 30, 2018, and on the Revolving Commitment Termination Date of such Revolving Lender; provided that no Defaulting Lender shall be entitled to receive any commitment fee for any period during which that Lender is a Defaulting





Lender (and the Company shall not be required to pay such fee that otherwise would have been required to have been paid to that Defaulting Lender).
(b)    Administrative Agent’s and Collateral Agent’s Fees. The Company agrees to pay to the Administrative Agent and the Collateral Agent the fees payable pursuant to the Administrative Agent Fee Letter dated October 11, 2017 between the Ultra SC, Inc. (now known as Perspecta Inc.) and The Bank of Tokyo-Mitsubishi UFJ, Ltd. (now known as MUFG Bank, Ltd.), in the amounts and at the times specified in such letter.
Section .Optional and Mandatory Reduction of the Commitments
.
(a)    Optional Reduction of the Commitments. The Company shall have the right, upon at least three Business Days’ notice to the Administrative Agent by the Company, to terminate in whole or permanently reduce ratably in part the unused portions of the respective Revolving Commitments, Swing Line Commitments or, prior to the Merger Date, the Tranche A1 Commitments, the Tranche A2 Commitments or the Term Loan B Commitments of the Lenders in respect of any Facility, provided that the aggregate amount of the Commitments of the Lenders under any Revolving Facility shall not be reduced to an amount which is less than the aggregate principal amount of the Advances then outstanding under such Revolving Facility, and provided, further, that each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof. A notice of reduction or termination of the Commitments delivered by the Company pursuant to this Section 2.05(a) may state that such notice is conditioned on the effectiveness of other credit facilities or the availability of a source of funds for the prepayment in full of the obligations under this Agreement, in which case, such notice may be revoked or extended by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
(b)    Mandatory Reduction of the Tranche A1 Commitments, the Tranche A2 Commitments and the Term Loan B Commitments.
(i)     (x) Upon the receipt of gross proceeds from the issuance by the Company in connection with the Transactions of senior unsecured debt or other securities through a public offering or in a private placement (the “Senior Notes”) or the incurrence of other indebtedness for borrowed money (excluding, for the avoidance of doubt, any securitization facilities and capital leases) or (y) to the extent the Company issues any debt or other securities in exchange for existing debt or other securities of DXC or any of its Subsidiaries (other than the Company and its subsidiaries) (the “Debt for Debt Securities”), the Tranche A1 Commitments, the Tranche A2 Commitments and the Term Loan B Commitments shall be automatically and permanently reduced on a pro rata basis on a dollar-for-dollar basis by the aggregate amount of such Senior Notes or other debt for borrowed money and such Debt for Debt Securities.
(ii)     To the extent the aggregate amount of EDS Notes outstanding on the Closing Date exceeds $66,367,000 (the amount of such excess, the “EDS Notes Excess Amount”), the Tranche A1 Commitments and the Tranche A2 Commitments shall be automatically and permanently reduced on a pro rata basis by an aggregate amount equal to the EDS Notes Excess Amount.
Section .Repayment and Prepayment of Advances
.





(a)    Mandatory Repayment of Advances. The Company shall repay to the Administrative Agent:
(i)     with respect to a Revolving Facility of any Class, for the account of the Revolving Lenders of such Class, the outstanding principal amount of the Revolving Loan Advances of such Class made to it by each Lender under the Revolving Facility of such Class on the Revolving Commitment Termination Date with respect to such Class applicable to such Lender;
(ii)    with respect to the Term Loan A Facilities, (A) for the account of the Tranche A1 Lenders, the outstanding principal amount of the Tranche A1 Advances on the Tranche A1 Maturity Date; and (B) for the account of the Tranche A2 Lenders, (1) in a principal amount equal to 1.25% of the aggregate principal amount of the Tranche A2 Advances made on the Closing Date and the Merger Date on each Tranche A2 Repayment Date (which amounts shall be reduced as a result of the application of voluntary or mandatory prepayments made pursuant to clause (b) or (c) below in the order specified by the Company in the applicable notice of prepayment; provided that if the Company fails to make any such specification, any voluntary or mandatory prepayments made pursuant to clause (b) or (c) below shall be applied in direct chronological order to all then-remaining payments) and (2) the then outstanding principal amount of the Tranche A2 Advances on the Tranche A2 Maturity Date;
(iii)    with respect to the Term Loan B Facility, for the account of the Term Loan B Lenders, (A) in a principal amount equal to 0.25% of the aggregate principal amount of the Term Loan B Advances made on the Closing Date and the Merger Date, on each Term Loan B Repayment Date (which amounts shall be reduced as a result of the application of voluntary or mandatory prepayments made pursuant to clause (b) or (c) below in the order specified by the Company in the applicable notice of prepayment; provided that if the Company fails to make any such specification, any voluntary or mandatory prepayments made pursuant to clause (b) or (c) below shall be applied in direct chronological order to all then-remaining payments) and (B) the then outstanding principal amount of the Term Loan B Advances on the Term Loan B Maturity Date; and
(iv)    for the account of each Lender, in the event that the Acquisition has not been consummated on or prior to the date that is 7 days after the Closing Date (the “Long Stop Date”), the aggregate principal amount of the Acquisition Term Loans and/or the Term Loan B Advances outstanding on the Long Stop Date and any accrued interest thereon and any fees and other amounts payable hereunder in respect thereof.
(b)    Mandatory Prepayments.
(i)    Revolving Commitment Reductions. The Company shall from time to time prepay the Advances under any Revolving Facility to the extent necessary so that the sum of the aggregate principal amount of the Advances under such Revolving Facility then outstanding does not exceed the aggregate amount of the Commitments of all of the Appropriate Lenders under such Revolving Facility then in effect.
(ii)    Prepayment Events.
(A)    In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Company or any Restricted Subsidiary in respect of any Prepayment Event following the Closing Date, the Company shall, within two Business Days following the day such Net Cash Proceeds are received (or, in the case





of a Prepayment Event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” within five Business Days after such Net Cash Proceeds are received), prepay Advances under the Term Facilities in an amount equal to 100.0% of such Net Cash Proceeds; provided that, in the case of any event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” if the Company shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an authorized officer of the Company to the effect that the Company intends to cause the Net Cash Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 365 days after receipt of such Net Cash Proceeds to acquire assets to be used in the business of the Company or the Restricted Subsidiaries, or to consummate any Permitted Acquisition (or any other acquisition of all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person) permitted hereunder, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Cash Proceeds from such event (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Cash Proceeds that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Company or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such assets, or to consummate such Permitted Acquisition or other acquisition, with such Net Cash Proceeds), at which time a prepayment shall be required in an amount equal to the Net Cash Proceeds that have not been so applied (and no prepayment shall be required to the extent the aggregate amount of such Net Cash Proceeds that are not reinvested in accordance with this Section does not exceed $20,000,000 in any fiscal year).
(B)    In the event that the Company has Excess Cash Flow for any fiscal year of the Company commencing with the fiscal year ending on or about March 31, 2019, the Company shall, not later than ninety (90) days following the end of such fiscal year, prepay Term Loan B Advances in an amount equal to the excess of (x) an amount equal to the ECF Percentage multiplied by Excess Cash Flow for such fiscal year over (y) the amount of prepayments of Term Loan B Advances under the Term Loan B Facility pursuant to Section 2.06(c) (including, in the case of Term Loan B Advances prepaid pursuant to Section 2.06(c)(iii), the actual purchase price paid in cash in respect of such Term Loan B Advances) during such fiscal year (other than any such prepayment made with the proceeds of Funded Debt (other than Revolving Loan Advances)).
(C)    Any mandatory prepayment of (x) Advances to be made pursuant to Section 2.06(b)(ii)(A) shall be applied pro rata to the Advances under the Term Facilities then outstanding based on the aggregate principal amounts of outstanding Advances of each Class under the Term Facilities; provided that to the extent provided in the relevant Incremental Term Loan A Facility Amendment, Incremental Term Loan B Facility Amendment or Extension Amendment, any Class of Incremental Term Loan A Advances, Incremental Term Loan B Advances or Extended Advances under the Term Loan A Facilities or the Term Loan B Facility may be paid on a pro rata basis or less than pro rata basis with any other Class of Advances under the Term Facilities and (y) Term Loan B Advances to be made pursuant to Section 2.06(b)(ii)(B) shall be





applied pro rata to the Term Loan B Advances then outstanding based on the aggregate principal amounts of outstanding Term Loan B Advances; provided that to the extent provided in the relevant Incremental Term Loan B Facility Amendment or Extension Amendment, any Incremental Term Loan B Advances or Extended Advances under the Term Loan B Facility may be paid on a pro rata basis or less than pro rata basis with the Term Loan B Facility.
(D)    Notwithstanding the foregoing, any Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery or facsimile) at least one Business Day (or such shorter period as may be established by the Administrative Agent) prior to the required prepayment date, to decline all or any portion of any prepayment of its Advances pursuant to this ýSection 2.06(b)(ii) (other than a prepayment pursuant to clause (c) of the definition of “Prepayment Event,” which may not be declined), in which case the aggregate amount of the payment that would have been applied to prepay Advances but was so declined may be retained by the Company and shall constitute “Declined Proceeds.”
(E)    To the extent practicable, the Company shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of any mandatory prepayment hereunder not later than 12:00 noon (New York City time) on the Business Day of such prepayment, in the case of Base Rate Advances, and at least two Business Days prior to such prepayment, in the case of Eurocurrency Rate Advances, in each case stating the proposed date and aggregate principal amount of the prepayment and a reasonably detailed calculation of the amount of such prepayment. Each partial prepayment shall be in an aggregate principal amount not less than the Borrowing Minimum and integral multiples of the Borrowing Multiples in excess thereof, except as necessary to apply fully the required amount of a mandatory prepayment. In the case of any such prepayment of any Eurocurrency Rate Advance, the Company shall pay all accrued interest to the date of such prepayment on the portion of such Eurocurrency Rate Advance being prepaid and shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04(b). Each notice of prepayment will specify the date and amount of such prepayment and the Advances to be prepaid.
(F)    Foreign Prepayment Event. Notwithstanding anything to the contrary contained in ýSection 2.06(b)(ii), mandatory prepayments arising from the receipt of Net Cash Proceeds from any Prepayment Event with respect to, or the Excess Cash Flow attributable to, any Foreign Subsidiary (each, a “Foreign Mandatory Prepayment Event”) shall not be required (x) to the extent the making of any such Foreign Mandatory Prepayment Event (or the repatriation of funds to effect such payment) would give rise to a material adverse Tax consequence (as determined in good faith by the Company) or (y) so long as the applicable local law will not permit repatriation thereof to the United States (the Company hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly file any required forms, obtain any necessary consents and take all similar actions reasonably required by the applicable local law to permit such repatriation); provided that if such repatriation of any such affected Net Cash Proceeds or Excess Cash Flow is later permitted under applicable law, such repatriation will, subject to clause (x) above, be effected as promptly as practicable and such repatriated Net Cash Proceeds or Excess Cash Flow, as applicable, will be promptly after such repatriation applied to the





repayment of the Advances under the Term Facilities pursuant to ýSection 2.06(b)(ii) to the extent provided herein.
(c)    Voluntary Prepayments of Borrowings.
(i)    Subject to clause (ii) below, the Company may, on any Business Day, upon notice to the Administrative Agent provided not later than 12:00 noon (New York City time) on such Business Day, in the case of Base Rate Advances, and at least two Business Days’ notice to the Administrative Agent, in the case of Eurocurrency Rate Advances, in each case stating the proposed date and aggregate principal amount of the prepayment, prepay the Advances of any Class, and if such notice is given the Company shall prepay such stated amount; provided, however, that (A) each partial prepayment shall be in an aggregate principal amount not less than the Borrowing Minimum and integral multiples of the Borrowing Multiple in excess thereof, (B) in the case of any such prepayment of any Eurocurrency Rate Advance, the Company shall pay all accrued interest to the date of such prepayment on the portion of such Eurocurrency Rate Advance being prepaid and shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04(b) and (C) without limiting the Company’s obligations under Section 9.04(b), a notice of prepayment may be conditioned on the effectiveness of other credit facilities or the availability of a source of funds for such prepayment in which case such notice may be revoked or extended by the Company (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Each notice of prepayment will specify the date and amount of such prepayment and the Advances to be prepaid.
(ii)    In the event any Term Loan B Advances are subject to a Repricing Event prior to the six month anniversary of the Closing Date, a Term Loan B Lender whose Term Loan B Advances are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loan B Advances pursuant to Section 2.17, in connection with such Repricing Event or which holds a Term Loan B Advance the Effective Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Term Loan B Lender’s Term Loan B Advances so prepaid, repaid, assigned or repriced.
(iii)    Notwithstanding anything in any Loan Document to the contrary, so long as no Event of Default has occurred and is continuing and no proceeds of Revolving Loan Advances are applied to fund any such repayment, any Company Party may prepay the outstanding Term Advances (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such prepayment) (or the Company or any of its Subsidiaries may purchase such outstanding Term Advances and immediately cancel them) on the following basis:
(A)    Any Company Party shall have the right to make a voluntary prepayment of Term Advances at a discount to par pursuant to a Company Offer of Specified Discount Prepayment, Company Solicitation of Discount Range Prepayment Offers or Company Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Advance Prepayment”), in each case made in accordance with this ýSection 2.06(c)(iii).
(B)    (I) Any Company Party may from time to time offer to make a Discounted Term Advance Prepayment by providing the Auction Agent with five (5) Business Days’ notice in the form of a Specified Discount Prepayment Notice;





provided that (II) any such offer shall be made available, at the sole discretion of the Company Party, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Advances on an individual tranche basis, (III) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Advances subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Advances to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Advances and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this ýSection 2.06(c)(iii)), (IV) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess thereof and (V) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. (New York City time), on the third Business Day after the date of delivery of such notice to such Lenders (the “Specified Discount Prepayment Response Date”).
(1)    Each Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Term Advances at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the tranches of such Lender’s Term Advances to be prepaid at such offered discount. Each acceptance of a Discounted Term Advance Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Company Offer of Specified Discount Prepayment.
(2)    If there is at least one Discount Prepayment Accepting Lender, the relevant Company Party will make a prepayment of outstanding Term Advances pursuant to this paragraph ý(B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Term Advances specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection ý(1) above; provided that if the aggregate principal amount of Term Advances accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with such Company Party and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three





Business Days following the Specified Discount Prepayment Response Date, notify (I) the relevant Company Party of the respective Term Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Term Advance Prepayment and the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the tranches of Term Advances to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, tranche and Type of Term Advances of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Company Party and such Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Company Party shall be due and payable by such Company Party on the Discounted Prepayment Effective Date in accordance with subsection ý(F) below (subject to subsection ý(J) below).
(C)    (1) Any Company Party may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of such Company Party, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Advances on an individual tranche basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Term Advances (the “Discount Range Prepayment Amount”), the tranche or tranches of Term Advances subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Term Advances with respect to each relevant tranche of Term Advances willing to be prepaid by such Company Party (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different tranches of Term Advances and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.06(c)(iii)), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by a Company Party shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. (New York City time), on the third Business Day after the date of delivery of such notice to such Lenders (the “Discount Range Prepayment Response Date”). Each Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Term Advances of the applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Lender’s Term Advances (the “Submitted Amount”) such Term Lender is willing to have prepaid at the Submitted Discount. Any Term Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Advance Prepayment





of any of its Term Advances at any discount to their par value within the Discount Range.
(2)    The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with such Company Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Term Advances to be prepaid at such Applicable Discount in accordance with this subsection (C). The relevant Company Party agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Term Advance Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Term Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Advances equal to its Submitted Amount (subject to any required proration pursuant to the following subsection ý(3)) at the Applicable Discount (each such Term Lender, a “Participating Lender”).
(3)    If there is at least one Participating Lender, the relevant Company Party will prepay the respective outstanding Term Advances of each Participating Lender in the aggregate principal amount and of the tranches specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than or equal to the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the relevant Term Advances for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Auction Agent (in consultation with such Company Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Discount Range Proration”). The Auction Agent shall promptly, and in any case within five (5) Business Days following the Discount Range Prepayment Response Date, notify (I) the relevant Company Party of the respective Term Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount of the Discounted Term Advance Prepayment and the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount





and tranches of Term Advances to be prepaid at the Applicable Discount on such date, (III) each Participating Lender of the aggregate principal amount and tranches of such Term Lender to be prepaid at the Applicable Discount on such date, and (IV) if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the relevant Company Party and Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Company Party shall be due and payable by such Company Party on the Discounted Prepayment Effective Date in accordance with subsection ý(F) below (subject to subsection ý(J) below).