10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-33209

ALTRA INDUSTRIAL MOTION CORP.

(Exact name of registrant as specified in its charter)

Delaware	61-1478870
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
300 Granite Street, Suite 201 Braintree, MA	02184
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(781) 917-0600

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.001 par value	AIMC	NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant based on the closing price (as reported by the NASDAQ Global Market) of such common stock on the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2021) was approximately $4.00 billion.

As of February 28, 2022, there were 65,059,097 shares of Common Stock, $0.001 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the following document are incorporated herein by reference into the Part of the Form 10-K indicated.

Document	Part of Form 10-K into which Incorporated
Altra Industrial Motion Corp. Proxy Statement for the 2022 Annual Meeting of Stockholders	Part III

Auditor Firm Id: 34 Auditor Name: Deloitte & Touche LLP Auditor Location: Boston, Massachusetts

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	26
Item 2.	Properties	26
Item 3.	Legal Proceedings	27
Item 4.	Mine Safety Disclosures	27
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	28
Item 6.	Reserved	29
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 8.	Financial Statements and Supplementary Data	42
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	78
Item 9A.	Controls and Procedures	78
Item 9B.	Other Information	80
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	80
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	80
Item 11.	Executive Compensation	80
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	80
Item 13.	Certain Relationships and Related Transactions, and Director Independence	80
Item 14.	Principal Accounting Fees and Services	80
PART IV
Item 15.	Exhibits, Financial Statement Schedules	80
Item 16.	Form 10-K Summary	84

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PART I

Item 1. Business

Our Company

We are a leading global designer, producer and marketer of a wide range of electromechanical power transmission motion control (“PTMC”) products. Our technologies are used in various motion related applications and across a wide variety of high-volume manufacturing and non-manufacturing processes in which reliability and precision are critical to avoid costly down time and enhance the overall efficiency of operations.

We market our products under well recognized and established brands, which have been in existence for an average of over 85 years. We serve a diversified group of customers comprised of over 1,000 direct original equipment manufacturers (“OEMs”) including GE, Honeywell and Siemens, and also benefit from established, long-term relationships with leading industrial distributors, including Applied Industrial Technologies, Grainger, and Motion Industries. Many of our customers operate globally across a large number of industries, ranging from transportation, turf and agriculture, energy and mining to factory automation, medical and robotics. Our relationships with these customers often span multiple decades, which we believe reflects the high level of performance, quality and service we deliver, supplemented by the breadth of our offering, vast geographic footprint and our ability to rapidly develop custom solutions for complex customer requirements.

Our product lines involve a large number of unique parts, are generally delivered in small order quantities with short lead times and require varying levels of technical support and responsive customer service. Many of our OEM customers incorporate our products into their designs of their equipment, helping to generate high switching costs and foster brand preference. As a result of these characteristics, the essential nature of our products and the wear to which many are subjected, we generate a significant amount of recurring revenue with repeat customers. Our large installed base generates significant aftermarket replacement demand, which we estimate accounted for approximately 30.5% of revenues in 2021.

We seek to offer products and services guided by what we call the Voice of the Customer (“VOC”). We employ an integrated sales and marketing strategy that is focused on both key industries and individual product lines. We believe this dual “vertical” market and “horizontal” product-oriented approach distinguishes us in the marketplace by allowing us to quickly identify trends and customer growth opportunities and deploy resources accordingly.

We believe our geographic footprint and portfolio of strong brands provides a platform from which to extend our leading market positions. Our expansive global footprint comprised of 49 manufacturing facilities, 19 service sales/engineering centers and approximately 9,600 employees enables us to serve global customers on a local basis. In 2021, approximately 51% of our revenues were generated from customers in North America, 29% were generated in Europe and 20% in Asia Pacific and the rest of the world. The diversification of our revenues on a geographical, end-market, business mix and customer basis are outlined below for the 2021 fiscal year.

In this Annual Report on Form 10-K, the terms “Altra”, “Altra Motion,” “the Company,” “we,” “us” and “our” refer to Altra Industrial Motion Corp. and its subsidiaries, except where the context otherwise requires or indicates.

Our internet address is www.altramotion.com. By following the link “Investor Relations” and then “Financials” and then “SEC Filings” on our internet website, we make available, free of charge, our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as soon as reasonably practicable after such forms are filed with or furnished to the Securities and Exchange Commission. We are not including information contained on or available through our website as a part of, or incorporating such information by reference into, this Annual Report on Form 10-K.

History and Acquisitions

Formation of Altra

Although Altra was incorporated in Delaware in 2004, much of our current business has its roots with the prior acquisition by Colfax Corporation, or “Colfax”, of the MPT (mechanical power transmission) group of Zurn Technologies, Inc. in December 1996. Colfax subsequently acquired Industrial Clutch Corp. in May 1997, Nuttall Gear Corp. in July 1997 and the Boston Gear and Delroyd Worm Gear brands in August 1997 as part of Colfax’s acquisition of Imo Industries, Inc. In February 2000, Colfax acquired Warner Electric, Inc., which sold products under the Warner Electric, Formsprag Clutch, Stieber, and Wichita Clutch brands. Colfax formed Power Transmission Holding, LLC or “PTH”, in June 2004 to serve as a holding company for all of these power transmission businesses. Boston Gear was established in 1877, Warner Electric, Inc. in 1927, and Wichita Clutch in 1949.

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On November 30, 2004, we acquired our original core business through the acquisition of PTH from Colfax. We refer to this transaction as the PTH Acquisition.

On October 22, 2004, The Kilian Company, or “Kilian”, a company formed at the direction of Genstar Capital, then the largest stockholder of Altra, acquired Kilian Manufacturing Corporation from Timken U.S. Corporation. At the completion of the PTH Acquisition, (i) all of the outstanding shares of Kilian capital stock were exchanged for shares of our capital stock and (ii) Kilian and its subsidiaries were transferred to our former wholly owned subsidiary Altra Power Transmission, Inc.

Recent Acquisitions and Transactions

On December 31, 2021, we acquired all of the issued and outstanding equity interests of Nook Industries, LLC (“Nook”), a leader in the U.S. engineered linear motion industry. The acquisition expands our current portfolio of linear product offerings.

On February 8, 2022, we entered into an agreement (the “Purchase Agreement”) with Cummins Inc. (“Cummins”), a leader in the heavy-duty trucking industry, to divest all of our issued and outstanding equity interest in our entities which collectively constitute the Jacobs Vehicle Systems (“JVS”) business segment (the “JVS Transaction”). This divesture aligns with our strategy to focus on highly engineered products in the motion control and power transmission markets. A copy of the Purchase Agreement is filed as an exhibit herewith.

Consummation of the JVS Transaction is subject to various closing conditions, including: (i) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the receipt of certain other required regulatory consents or approvals and (iii) the absence of laws or judgments preventing the consummation of the JVS Transaction. The obligation of each party to consummate the JVS Transaction is also conditioned upon the other party’s representations and warranties being true and correct (subject to certain materiality qualifications) and the other party having performed in all material respects its obligations under the Purchase Agreement and, with respect to the obligations of Cummins, (a) since the date of the Purchase Agreement, no material adverse effect with respect to the JVS business having occurred and (b) the preparation by Altra of certain required environmental filings in respect of the Connecticut Transfer Act. The JVS Transaction is expected to close by the end of 2022.

Selected Past Acquisitions and Transactions

On November 22, 2013, we changed our legal corporate name from Altra Holdings, Inc. to Altra Industrial Motion Corp.

On December 31, 2014, Altra Power Transmission, Inc., our former wholly owned subsidiary, was merged into Altra Industrial Motion Corp.

On October 1, 2018 (the “A&S Closing Date”), Altra and Fortive Corporation (“Fortive”) consummated the combination of Altra with four operating companies from Fortive’s Automation & Specialty platform (excluding Fortive’s Hengstler and Dynapar businesses) (the “A&S Business”). The A&S Business, consisting of four key brands, Kollmorgen, Portescap, Thomson and Jacobs Vehicle Systems, designs, manufactures, markets and sells electromechanical and electronic motion control products, including standard and custom motors, drives and controls; linear motion systems, ball screws, linear bearings, clutches/brakes, linear actuators and mechanical components; and through Jacobs Vehicle Systems, supplemental braking systems for commercial vehicles.

In accordance with the terms and conditions of the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated March 7, 2018, among Altra, Fortive, McHale Acquisition Corp. (“Merger Sub”) and Stevens Holding Company, Inc. (“Stevens Holding”), and the Separation and Distribution Agreement, dated March 7, 2018, among Altra, Fortive and Stevens Holding (the “Distribution Agreement”), (1) Fortive transferred certain assets, liabilities and entities constituting a portion of the A&S Business to Stevens Holding, (2) Fortive distributed to its stockholders all of the issued and outstanding shares of Stevens Holding common stock held by Fortive by way of an exchange offer (the “Distribution”) and (3) Merger Sub merged with and into Stevens Holding and Stevens Holding became a wholly-owned subsidiary of Altra, and the issued and outstanding shares of Stevens Holding common stock converted into shares of Altra common stock (the “Merger”). In addition, pursuant to the Merger Agreement, prior to the effective time of the Merger, Fortive transferred certain non-U.S. assets, liabilities and entities constituting the remaining portion of the A&S Business to certain subsidiaries of Altra, and the Altra subsidiaries assumed substantially all of the liabilities associated with the transferred assets (the “Direct Sales”) (all of the foregoing, collectively, the “Fortive Transaction”). Upon consummation of the Fortive Transaction, the shares of Stevens Holding common stock then outstanding were automatically converted into the right to receive 35.0 million shares of Altra common stock, which were issued by Altra on the Closing Date, and represented approximately 54% of the outstanding shares of Altra common stock, together with cash in lieu of fractional shares. Altra’s pre-Merger shareholders continued to hold the remaining approximately 46% of the outstanding shares of Altra common stock.

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The aggregate purchase price for the A&S Business of approximately $2,855.7 million, subject to certain post-closing adjustments, consisted of $1,400.0 million of cash and debt instruments transferred to Fortive and shares of Altra common stock received by Fortive shareholders valued at approximately $1,455.7 million. The value of the common stock was based on the closing stock price on the last trade date prior to the A&S Closing Date of $41.59. The Fortive Transaction was consummated on October 1, 2018 and, accordingly, the results of operations of the A&S Business are included in our operating results from October 1, 2018 onward.

In connection with the Fortive Transaction, certain additional agreements were entered into, including, among others, an Employee Matters Agreement, dated March 7, 2018, among Altra, Fortive and Stevens Holding (the “Employee Matters Agreement”), a Tax Matters Agreement (the “Tax Matters Agreement”), a Transition Services Agreement (the “Transition Services Agreement”), in each case, dated October 1, 2018, among Altra, Fortive, and Stevens Holding, and an Intellectual Property Cross-License Agreement, dated October 1, 2018, between Altra and Fortive. In addition, effective October 1, 2018, we filed a Certificate of Amendment to our Articles of Incorporation to increase the number of authorized shares of Altra common stock from 90.0 million shares to 120.0 million shares.

Our Industry

Based on industry data provided by the Power Transmission Distributors Association in collaboration with MDM Analytics, we estimate that global industrial power transmission motion control products generated revenues of approximately $224.0 billion in 2021. These products are collectively used to generate, transmit, control and transform mechanical energy. Altra participates in portions of the motor, control, linear, gearing, clutch, brake, coupling, belted drive, and non-industrial bearing segments.

The global power transmission motion control industry in which we compete is highly fragmented, with over 1,000 small manufacturers and relatively few players of scale. While smaller companies tend to focus on regional niche markets with narrow product lines, larger players that generate annual revenue of over $100 million generally offer a broader range of products and provide global sales and service capabilities.

Buyers of power transmission motion control products tend to be broadly diversified and are often either OEMs, end users, or systems integrators operating across many end markets, including manufacturing, factory automation, aerospace and defense, food and beverage, metals and mining, energy, medical, robotics and other markets. These customers typically place a premium on factors such as quality and reliability, performance, pricing, distribution channel access, technology and innovation, application engineering and customer support, breadth of offering and brand name recognition. We believe the most successful industry participants are those that leverage their engineering expertise and specific industry knowledge, reputation for quality and reliability and technical support capabilities to maintain attractive margins and gain market share.

The global power transmission motion control market is driven by general macro-economic growth and secular trends such as the increasing concern for industrial safety, the continued emergence of the digitized factory and the Industrial Internet of Things, and rising demand for motion control in the medical, food and beverage, electrical, and machinery industries. The rapid pace of globalization and developments in the automation sector have also supported growth. Motion control products tend to be higher-margin than power transmission products due to a greater use of technology and leverage in end markets with more attractive secular trends.

Our Business Strategy

Capitalize on the Altra Business System to Drive Margin Expansion and Organic Growth. The Altra Business System (“ABS”) is the framework embedded in our culture that enables us to drive sustainable competitive advantage. ABS incorporates a management philosophy with integrated practices that focus on employing best-in-class tools, knowledge and expertise to drive continuous improvement in lean manufacturing, leadership and growth objectives, further enhancing our ability to achieve our aggressive strategic objectives. We are applying ABS concepts to all areas of our business, including how we grow, how we create new products and how we develop people to ultimately drive strong results.

Collaborate with Customers to Create New Opportunities. We focus on developing new products across our business in direct response to customer requirements. Our extensive application-engineering know-how drives both new and repeat revenue opportunities, supported by a substantiated history of innovation, with over 800 patents granted and pending worldwide. We intend to continue to drive organic growth by investing in new technologies and manufacturing techniques to attain and sustain competitive leadership in the industries we serve. In addition, we also plan to expand our customer collaboration initiatives by continuing to move up the technology spectrum, providing more advanced product, software and service solutions.

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Leverage Global Business Presence and Shared Services. We seek to foster the sharing of best practices throughout our organization, challenging our business leaders to work together to identify new markets, potential cross-selling opportunities and increase penetration with existing customers. By leveraging our global presence, our businesses can work together to identify cost-saving opportunities and improve our overall supply chain management. We believe that our business will benefit from our highly technical global customer service operations, cohesive marketing efforts and consolidated corporate support functions, increasing efficiency and reducing costs.

Focus on Key Niche End Markets to Increase Organic Growth. We emphasize strategic marketing to focus on new growth opportunities in key end-user and OEM markets. Through a systematic process that leverages our core brands and products, we seek to identify attractive markets and product niches, collect customer and industry data, identify market drivers, tailor product and service solutions to specific customer requirements and deploy resources to gain market share and drive future revenue growth.

Attract and Retain Talented Associates. We believe that our team of talented employees, united by a common culture in pursuit of continuous improvement, provides a significant competitive advantage. We will seek to continue to attract, develop and retain world-class leaders and associates globally and to drive their engagement with our customer-centric approach.

Realize Cost Savings by Leveraging Core Competencies. We believe we can continue to improve profitability through cost control, overhead rationalization, global process optimization, expanded implementation of lean manufacturing techniques and strategic pricing initiatives. Our operating plan, executed through our manufacturing centers of excellence and supported by ABS, provides additional opportunities to consolidate purchasing processes and reduce costs by sharing best practices across geographies and business lines.

Our Strengths

Superior financial profile with high margins and strong cash flow generation. We have an attractive financial profile highlighted by our diversified revenue stream across products and end markets, high margin profile and substantial cash flow. Net sales for the year ended December 31, 2021 grew by approximately 10.1% from $1,726.0 million to $1,899.8 million. Our strong cash flow generation is attributable to attractive gross margins, a high degree of operational leverage across our selling, general and administrative expenses and minimal capital expenditures.

Our flexible cost structure and diversified end market and geographic exposure have allowed us to perform well throughout economic cycles. From 2008 through 2010, our business was able to generate higher cash flow through the strict management of working capital, enabling us to reduce our indebtedness and maintain a leverage ratio within our targeted range. Since the acquisition of the A&S Business, we have supported our plans for growth while also taking advantage of operating leverage and the benefits of our cost improvement initiatives, all of which allowed us to deliver sustainably strong cash flow. In 2021, we paid down approximately $155.0 million in debt. Excluding the $100.0 million we borrowed and repaid under our 2018 Revolving Credit Facility (as defined below) as a precautionary action in response to the pandemic during the second quarter of 2020, we have paid down approximately $465.0 million in term loan debt since the A&S acquisition. This debt paydown, supported by our strong cash flow generation, has enabled us to achieve our target leverage ratio while continuing to make strategic investments such as the acquisition of Nook in December 2021.

Scale and breadth combined with leading brands, technology and market position. We are a global player with significant scale, technological leadership and a broad product offering supported by leading brands, factors which we expect will contribute to a market share advantage over our competitors. The acquisition of the A&S Business moved our business up the power transmission, motion control and automation technology spectrum, increasing our presence in highly engineered products. These engineered products, although higher margin and exposed to high growth applications, are simultaneously complementary to our portfolio. For example, our engineered servo, stepper and specialty miniature motors, drives and controls, and linear automation systems capabilities will enable us to drive innovation across our offering and expand solutions for existing customers.

Broad geographic footprint and global reach. The capabilities and scale of our Company provides a broad global platform from which to drive growth. We are able to leverage our expansive global footprint comprised of 49 manufacturing facilities, 19 service sales/engineering centers and approximately 9,600 employees worldwide to serve our global customers with local resources. While we expect to build on our leading market positions and strong brands in North America, our broadened global platform also positions us to capitalize on key long-term growth opportunities in Europe and especially in emerging markets.

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Diversified end-markets provide stability. With no end market comprising more than approximately 15% of our total revenue for the fiscal year ended December 31, 2021, our end-market exposure is diversified, which we expect will provide stability to our revenue streams and help to dampen potential volatility in any particular industry. We believe that the 2018 acquisition of the A&S Business significantly expanded our total addressable market, particularly in higher growth, higher margin end-markets like medical, advanced material handling, factory automation, food and beverages and robotics. The exposure to these attractive new end markets helps to diversify our relative potential exposure to more cyclical end markets like mining, renewable energy, heavy duty truck and oil & gas.

Our business is also geographically diversified, with approximately 49% of revenue generated outside of North America in the year ended December 31, 2021. Finally, our products often facilitate movement which subjects them to wear and requires their periodic replacement. Our large installed base of products generates significant aftermarket replacement demand, which we estimate accounted for approximately 30.5% of revenue for the year ended December 31, 2021. Given the critical nature of many of our products and often high switching costs for our customers, we believe that this base of recurring revenue is stable.

Customer diversification with long-standing customer and distributor relationships. We have a strong, diversified customer base of over 1,000 OEMs and leading power transmission and motion control distributors which market our products via a diversified network of over 3,000 outlets globally. For the fiscal year ended December 31, 2021, there was no meaningful customer concentration among either our OEMs or distributor customers, the largest of which accounts for less than 5% of total revenue for the fiscal year ended December 31, 2021. Some of our largest OEM customers include Cummins, Daimler AG, General Electric, John Deere, and Siemens, all of whom we have had relationships with for decades. We believe that these deep relationships exhibit our commitment to high levels of product quality and service, resulting in customer satisfaction and ultimately, retention.

Our scale, expansive product offering and end-user preference for our products make our product portfolio attractive to both large, multi-branch distributors and regional, independent distributors. We often participate in lengthy design and qualification processes with key customers for crucial components which ultimately become “spec’d-in” to our customers’ own designs. Further, many of our products involve a large number of unique parts, are delivered in small order quantities with short lead times and require varying levels of technical support, all of which help to drive high switching costs and generate significant recurring opportunities with repeat customers.

Aftermarket sales supported by large installed base. On average, our brands have been in operation for over 85 years and we believe we benefit from one of the largest installed customer bases in the industry. The moving, wearing nature of our products necessitates regular replacement and our large installed base of products generates significant aftermarket replacement demand. This has created a recurring revenue stream from a diversified group of end-user customers. For the fiscal year ended December 31, 2021, we estimate that approximately 30.5% of our revenues were derived from aftermarket sales.

Experienced management team. We are led by a senior management team with significant industry, manufacturing and acquisition integration experience which has implemented various initiatives that have contributed and will continue to contribute, to our operational and financial performance. The management team combines talent from both our Power Transmission Technologies and Automation & Specialty segments, with significant experience in power transmission, motion control and automation.

Business Segments

Our company consists of two business segments: Power Transmission Technologies (“PTT”) and Automation & Specialty (“A&S”).

•Power Transmission Technologies - PTT. This segment includes the following key product offerings:

oCouplings, Clutches & Brakes. Couplings are the interfaces which enable power to be transmitted from one shaft to another. Our various coupling products include gear couplings, high performance diaphragm and disc couplings, elastomeric couplings, miniature and precision couplings, as well as universal joints, mill spindles and shaft locking devices. These products are used in conveyor, energy, marine, medical, metals, mining, and other industrial machinery applications. Our key brands which provide couplings include Ameridrives, Bibby, Guardian, Huco, Lamiflex, Stromag and TB Wood’s. Clutches are devices which use mechanical, hydraulic, pneumatic, or friction connections to facilitate the engagement or disengagement of at least two rotating parts. These products are used in aerospace and defense, conveyor, energy, mining and other industrial machinery applications. Brakes are a combination of interacting parts that work to slow or stop moving machine parts. These products are used in heavy-duty industrial, mining, metals and energy applications. Our key brands which provide clutches and brakes include Industrial Clutch, Formsprag, Stieber, Stromag, Svendborg, Twiflex and Wichita.

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oElectromagnetic Clutches & Brakes. Electromagnetic clutches and brakes use electromagnetic friction connections to slow, stop, engage, or disengage equipment. These products are used in baggage handling, elevator, forklift, material handling, medical, lawn mower, mobile off-highway and other niche applications. Our key brands which provide electromagnetic clutches and brakes include Inertia Dynamics, Matrix, Stromag and Warner Electric.

oGearing. Gears reduce the output speed and increase the torque of an electric motor or engine to the level required to drive a particular piece of equipment. These products are used in various industrial, material handling, mixing, transportation, food processing and other specialty niche applications. Our key brands which provide gears include Bauer Gear Motor, Boston Gear, Delroyd, and Nuttall.

•Automation & Specialty – A&S. Our Automation & Specialty segment consists of four key brands:

oKollmorgen: Provides rotary precision motion solutions, including servo motors, stepper motors, high performance electronic drives and motion controllers and related software, and precision linear actuators. These products are used in advanced material handling, aerospace and defense, factory automation, medical, packaging, printing, semiconductor, robotic and other applications.

oPortescap: Provides high-efficiency miniature motors and motion control products, including brush and brushless DC motors, can stack motors and disc magnet motors. These products are used in medical, industrial power tool and general industrial equipment applications.

oThomson: Provides systems that enable and support the transition of rotary motion to linear motion. Products include linear bearings, guides, glides, lead and ball screws, industrial linear actuators, resolvers and inductors. These products are used in factory automation, medical, mobile off-highway, material handling, food processing and other niche applications. Our key brands providing linear systems include Thomson and Nook.

oJacobs Vehicle Systems (JVS): Provides renowned “Jake Brake” diesel engine braking systems and valve actuation mechanisms for the commercial vehicle market, including compression release, bleeder and exhaust brakes. These products are primarily used in heavy duty Class 8 truck engine applications. On February 8, 2022, we entered into an agreement with Cummins to divest all of our issued and outstanding equity interest in the entities which collectively constitute our Jacobs Vehicle Systems business. See Note 18 to the consolidated financial statements for further information.

See Note 17 to the consolidated financial statements for financial information about our segments.

Research and Development and Product Engineering

We closely integrate new product development with marketing, manufacturing and product engineering in meeting the needs of our customers and addressing emerging trends. We have global product engineering teams that work to enhance our existing products and develop new product applications for our growing base of customers that require custom solutions. We believe these capabilities provide a significant competitive advantage in the development of high quality power transmission, motion control and automation products. Our product engineering teams focus on:

•developing new products;

•redesigning existing product lines to enhance functionality, effectiveness, ease of use and reliability; and

•lowering the cost of manufacturing of our existing products.

Our continued investment in new product development is intended to help drive customer growth as we address key customer needs.

Sales and Marketing

We sell our products in over 100 countries to over 1,000 direct OEM customers and over 3,000 distributor outlets. We offer our products through our direct sales force comprised of approximately 450 company-employed sales engineers as well as a relatively small number of independent sales representatives. Our worldwide sales and distribution presence enables us to provide timely and responsive technical support and service to our customers, many of which operate globally, and to capitalize on growth opportunities in both developed and emerging markets around the world.

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Our operating companies employ an integrated sales and marketing strategy concentrated on specific battlegrounds – the intersection of key industries, product lines and geographic regions where we believe we can offer differentiated solutions to our customers. We believe this focus on battlegrounds distinguishes us in the marketplace allowing us to quickly identify trends and customer growth opportunities and deploy resources accordingly. Within our battlegrounds, we market to OEMs, encouraging them to incorporate our products into their equipment designs, to distributors and to end-users, helping to foster brand preference. With this strategy, we are able to leverage our market experience, product technology and global reach to sell power transmission, motion control and automation solutions for a host of focused applications.

Distribution

Our products are either incorporated into end products sold by OEMs or sold through industrial distributors as aftermarket products to end users and smaller OEMs. We operate a geographically diversified business. For the year ended December 31, 2021, we derived approximately 51% of our net sales from customers in North America, 29% from customers in Europe and 20% from customers in Asia and the rest of the world. Our global customer base is served by an extensive global sales network comprised of our sales engineers as well as our network of over 3,000 distributor outlets.

Rather than serving as passive conduits for delivery of product, our industrial and high-tech distributors can be active participants in influencing product purchasing decisions. In addition, distributors play a critical role through stocking inventory of our products, which amplifies the accessibility of our products to aftermarket buyers. It is for this reason that distributor partner relationships are an important component of our route-to-market strategy. We enjoy strong established relationships with the leading distributors as well as a broad, diversified base of specialty and regional distributors.

Competition

While we believe that many of our businesses are leaders in many of our served markets, we operate in highly fragmented and very competitive industries within the power transmission motion control market. Some of our competitors have achieved substantially more market penetration in certain of the markets in which we operate, such as helical gear drives or standard servo motors, and some of our competitors are larger than us and have greater financial and other resources. In addition, with respect to certain of our products, we compete with divisions of our OEM customers. Competition in our business lines is based on a number of considerations including quality, reliability, performance, pricing, delivery speed, technology and innovation, design and application engineering support and brand name recognition. Our customers increasingly demand a broad product range and we must continue to develop our expertise in order to manufacture and market these products successfully. To remain competitive, regular investment in manufacturing, customer service and support, marketing, sales, research and development and intellectual property protection is required. We may have to adjust the prices of some of our products to stay competitive. In addition, some of our larger, more sophisticated customers are attempting to reduce the number of vendors from which they purchase in order to increase their efficiency. There is substantial and continuing pressure on major OEMs and larger distributors to reduce costs, including the cost of products purchased from outside suppliers such as us. As a result of cost pressures from our customers, our ability to compete depends in part on our ability to generate production cost savings and, in turn, find reliable, cost-effective outside component suppliers or manufacturers for our products. See “Risk Factors — Risks Related to our Business and Industry— We operate in the highly competitive power transmission and motion control industries and if we are not able to compete successfully our business may be significantly harmed.”

Intellectual Property

We rely on a combination of patents, trademarks, copyright, and trade secret laws in the United States and other jurisdictions, as well as employee and third-party non-disclosure agreements, license arrangements, and domain name registrations to protect our intellectual property. We sell our products under a number of registered and unregistered trademarks, which we believe are widely recognized in the PTMC industry. Although in aggregate our intellectual property is important to our operations, we do not believe any single patent, trademark or trade name is material to our business as a whole with the exception of certain trademarks associated with our Bauer, Boston Gear, Jacobs Vehicle Systems, Kollmorgen, Portescap, Stromag, Svendborg, TB Wood’s, Thomson and Warner Electric brands. Any issued patents that cover our proprietary technology and any of our other intellectual property rights may not provide us with adequate protection or be commercially beneficial to us and patents applied for may not be issued. The issuance of a patent is not conclusive as to its validity or its enforceability. Competitors may also be able to design around our patents. If we are unable to protect our patented technologies, our competitors could commercialize technologies or products which are substantially similar to ours.

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With respect to proprietary know-how, we rely on trade secret laws in the United States and other jurisdictions and on confidentiality agreements. Monitoring the unauthorized use of our technology is difficult and the steps we have taken may not prevent unauthorized use of our technology. The disclosure or misappropriation of our intellectual property could harm our ability to protect our rights and our competitive position.

Some of our registered and unregistered trademarks include: Ameridrives, Bibby Transmissions, Bauer Gear Motor, Boston Gear, Delevan, Delroyd, Deltran, Formsprag, Huco Dynatork, Inertia Dynamics, Guardian Couplings, Industrial Clutch, Jacobs Vehicle Systems, Jake Brake, Kilian, Kollmorgen, Marland, Matrix, Nook, Nuttall Gear, Portescap, PowerFlex, Stieber, Stromag, Svendborg Brakes, TB Wood’s, Thomson, Twiflex, Warner Electric, and Wichita Clutch. From time to time, Altra engages in litigation to protect its intellectual property rights.

Human Capital Resources

Employee Demographics. As of December 31, 2021, we employed approximately 9,600 people on a full-time basis in 31 countries. Approximately 4,600 were employed in the United States and approximately 5,000 were employed outside of the United States. Certain demographics of our employee population are set forth by regional location, gender, and age within the following table:

	Number of Employees		Percentage
Region
Americas		4,616		48.1	%
Asia Pacific		2,232		23.3	%
Europe, Middle East, Africa		2,749		28.6	%
Gender
Female		2,997		31.2	%
Male		6,594		68.7	%
Undeclared		6		0.1	%
Age
<30		1,580		16.5	%
30-50		4,870		50.7	%
>50		3,147		32.8	%

Within the United States, approximately 500 were hourly-rated, unionized employees. Outside the United States, we have government-mandated collective bargaining arrangements and union contracts in certain countries, particularly in Europe where certain of our employees are represented by unions and/or works councils. The Company believes that its relationship with employees is good. See “Risk Factors — Risks Related to Our Business and Industry — We may be subject to work stoppages at our facilities, or our customers may be subjected to work stoppages, which could seriously impact our operations and the profitability of our business.”

Diversity and Inclusion. We are committed to providing a secure workplace that develops and leverages the capabilities of our associates and encourages diversity of thought. Clear corporate policies support our endeavor to ensure a safe, harassment-free work environment led by principles of equality and fairness. To ensure that diversity, equity and inclusion is engrained within our culture, Altra maintains a Diversity, Equity and Inclusion Committee which guides, recommends, and supports efforts to further diversity, equity and inclusion with the oversight of the Nominating and Corporate Governance Committee of Altra’s Board of Directors. In 2021 we launched unconscious bias training which will extend throughout our businesses to raise awareness and reduce how bias impacts all aspects of our work. We have established avenues for employees to be heard on issues regarding diversity, equity and inclusion, and we expect to expand this initiative in 2022. In addition, we are refining our human resources toolkit to help us identify, recruit, hire and retain diverse candidates. We strive to build an ever-improving organization, anchored in a dedication to creating an inclusive environment which engages our global talent to enhance operational outcomes.

Employee Engagement. We prioritize employee engagement and value employee feedback. In 2021, approximately 77% of Altra team members responded to and participated in our employee engagement survey. The survey enables us to monitor engagement and results serve as a guide to establish initiatives aimed to enhance the employee experience and analyze efficacy of those initiatives year over year. In addition to our company-wide engagement survey, our businesses also conduct localized, periodic reviews and pulse surveys to gauge employee satisfaction, obtain employee feedback of specific issues on initiatives, and identify shortfalls and opportunities for improvement.

Talent Management. Our aim is to provide an environment that stimulates and fully develops the capabilities of our employees. We recognize that the success of our employees drives effective operational process, innovation, customer satisfaction, and long-term

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value creation for our stakeholders. We offer competitive compensation and benefit packages that include, depending on location and eligibility, annual bonuses, retirement plans with Company contributions, stock awards, health care and other benefits, paid time off, parental and family leave, and dependent care resources among many others.

At the core of our strategy and our human capital objectives is attracting, recruiting, and retaining, diverse and talented employees. Our talent management platform, Talent In Motion, is designed to support the business and our employees by providing robust tools and processes to enhance the employee experience. Talent In Motion focuses on the complete employee life cycle, including performance management, personally crafted professional development plans, succession planning, organizational assessment, and leadership development training. We evaluate employee performance through our performance management process where we provide opportunities for employees and managers to assess performance, deliver feedback, and craft development plans that act as roadmaps for long-term goal planning and sustained career satisfaction. Succession planning is a vital process that identifies internal talent for development to support our business and employees for future growth. Our organizational assessments examine human capital needs and the skills necessary for employees to deliver on strategic objectives and operational efficiencies. Finally, our leadership development programs cover a wide variety of topics, ranging from coaching and engaging the workforce, to diving into ABS tools. See “Risk Factors — Risks Related to Our Business and Industry — We depend on the services of key executives, the loss of whom could materially harm our business.” See also “Risk Factors — Risks Related to Our Business and Industry — If we lose certain of our key sales, marketing, skilled machinist or engineering personnel, our business may be adversely affected.”

Health, Safety and Pandemic Response. At Altra we recognize that safety is critical to our success. Altra maintains a comprehensive program to monitor, track, and evaluate safety across our global businesses. In 2021, we launched our Environmental Health & Safety Focus-20 initiative to zero-in on facilities requiring enhanced support and structure to deliver targeted improvements in safety performance, compliance, risk analysis and engagement. Our safety program includes but is not limited to tracking key metrics such as Total Recordable Case Rate, proactive identification of at-risk conditions and behaviors, and maintaining a comprehensive near miss program, to ensure continuous improvement of our safety performance. Our 2021 Employee Engagement Survey reflects our efforts to create a safe and comprehensive safety program, as approximately 94% of surveyed employees stated they were satisfied with Altra’s efforts to maintain a safe and secure work environment. In response to COVID-19, Altra created a Pandemic Response Team to monitor, evaluate and manage our operations and compliance with safety protocols. Throughout the pandemic, Altra has remained focused on two core priorities: 1) safeguarding the health and safety of our associates; and 2) ensuring the continuity of supply for our customers. We have taken several actions intended to enhance the safety of our employees which include but are not limited to the following:

•Maximizing work from home for those employees able to do so;

•Extensive communication to encourage employees to receive the COVID-19 vaccine;

•Holding vaccination clinics where feasible;

•Providing PPE for employees and establishing social distancing procedures;

•Enhanced cleaning and disinfecting of facilities;

•Health screening protocols;

•Implementing visitor protocols for our facilities; and,

•Restricting travel and in-person meetings.

Suppliers and Raw Materials

We obtain raw materials, component parts and supplies from a variety of sources, generally from more than one supplier. Our suppliers and sources of raw materials are based in both the United States and other countries and we believe that our sources of raw materials are adequate for our needs for the foreseeable future. Our manufacturing operations employ a wide variety of raw materials, including aluminum, copper, electronic components, plastics, rare-earth magnets, and steel. We generally purchase our materials on the open market, where certain commodities such as steel and copper have fluctuated in price significantly in recent years. We have not historically engaged in hedging transactions for commodity suppliers.

Our ability, including manufacturing or distribution capabilities, and that of our suppliers, business partners and contract manufacturers, to make, move and sell products is critical to our success. Damage or disruption to our or their manufacturing or distribution capabilities due to weather, natural disaster, fire or explosion, terrorism, pandemics, strikes, repairs or enhancements at facilities, excessive demand, raw material shortages, or other reasons, could impair our ability, and that of our suppliers, to manufacture or sell our products. Failure to take adequate steps to mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, could adversely affect our business, financial condition and results of operations, as well as require additional resources to restore our supply chain.

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Seasonality

General economic conditions impact our business and financial results, and certain of our businesses experience seasonal and other trends related to the industries and end markets that they serve. For example, sales to OEMs are often stronger immediately preceding and following the launch of new products. In addition, we experience seasonality in our turf and garden business. As our large OEM customers prepare for the spring season, our shipments generally start increasing in December, peak in February and March, and begin to decline in April and May. This allows our customers to have inventory in place for the peak consumer purchasing periods for turf and garden products. The June-through-November period is typically the low season for us and our customers in the turf and garden market. Seasonality is also affected by weather and the level of housing starts. However, as a whole, we are not subject to material seasonality.

Regulatory Matters

We face extensive government regulation both within and outside the United States relating to the development, manufacture, marketing, sale and distribution of our products. The following sections describe certain significant regulations to which our businesses are subject. There may be additional regulations that apply to our businesses.

Environmental Laws and Regulations

Our operations and properties are subject to laws and regulations relating to environmental protection, including those governing air emissions, water discharges and waste management, and workplace health and safety. See “Risk Factors — Risks Related to Our Business and Industry — We are subject to environmental laws that could impose significant costs on us and the failure to comply with such laws could subject us to sanctions and material fines and expenses.”

Export/Import Compliance

We are required to comply with various U.S. export/import control and economic sanctions laws, including:

•the International Traffic in Arms Regulations administered by the U.S. Department of State, Directorate of Defense Trade Controls, which, among other things, impose license requirements on the export from the United States of defense articles and defense services (which are items specifically designed or adapted for a military application and/or listed on the United States Munitions List);

•the Export Administration Regulations administered by the U.S. Department of Commerce, Bureau of Industry and Security, which, among other things, impose licensing requirements on the export or reexport of certain dual-use goods, technology and software (which are items that potentially have both commercial and military applications);

•the regulations administered by the U.S. Department of Treasury, Office of Foreign Assets Control, which implement economic sanctions imposed against designated countries, governments and persons based on United States foreign policy and national security considerations; and

•the import regulatory activities of the U.S. Customs and Border Protection.

Other nations’ governments have implemented similar export and import control regulations, which may affect our operations or transactions subject to their jurisdictions. See “Risk Factors – Legal and Compliance Risks – Changes to U.S. trade policy, tariff and import/export regulations and foreign government regulations could adversely affect our business, operating results, foreign operations, sourcing and financial condition.”

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Working Capital

We maintain an adequate level of working capital to support the needs of our businesses. There are no unusual industry practices or requirements relating to working capital items. In addition, we believe our sales and payment terms are generally similar to those of our competitors.

Backlog

Our unfilled product orders were approximately $820.8 million and $500.5 million as of December 31, 2021 and 2020 respectively. We expect that the majority of the unfilled orders as of December 31, 2021 will have been delivered to customers within six months of such date. Given the relatively short delivery periods and rapid inventory turnover that are characteristic of most of our products and the shortening of product life cycles, we believe that backlog is indicative of short-term revenue performance, but is not necessarily a reliable indicator of medium-term or long-term revenue performance.

Government Contracts

Although the substantial majority of our revenues in 2021 were from customers other than governmental entities, we do have agreements relating to the sale of products to government entities. As a result, we are subject to various statutes and regulations that apply to companies doing business with governments and government-owned entities.

International Operations

Altra’s products are available worldwide, and our principal markets outside the United States are in Europe and Asia. We also have operations around the world, and this geographic diversity allows us to draw on the skills of a worldwide workforce, provide greater stability to our operations, drive economies of scale, provide revenue streams that may help offset economic trends that are specific to individual economies and offer an opportunity to access new markets for products. In addition, we believe that our future growth depends in part on our ability to continue developing products and sales models that successfully target high growth markets.

We estimate that annual revenue derived from customers outside the United States (based on geographic destination) as a percentage of total annual revenue was approximately 51% in 2021 and 52% in 2020.

The manner in which our products are sold outside the United States differs by business and by region. Most of our sales in non-U.S. markets are made by our subsidiaries located outside the United States, though we also sell directly from the United States into non-U.S. markets through various representatives and distributors and, in some cases, directly. In countries with low sales volumes, we generally sell through representatives and distributors.

Information about our Executive Officers

The following sets forth certain information with regard to our executive officers as of February 28, 2022 (ages are as of December 31, 2021):

Carl R. Christenson (age 62) has been our Chairman since April 2014, our Chief Executive Officer since January 2009, and a director since July 2007. Prior to his current position, Mr. Christenson served as our President and Chief Operating Officer from January 2005 to December 2008. From 2001 to 2005, Mr. Christenson was the President of Kaydon Bearings, a manufacturer of custom-engineered bearings and a division of Kaydon Corporation. Prior to joining Kaydon, Mr. Christenson held a number of management positions at TB Wood’s Incorporated and several positions at the Torrington Company. Mr. Christenson currently serves as a director at IDEX Corporation, a NYSE listed industrial manufacturer of highly engineered products. Mr. Christenson previously served as a director at Vectra Co., f/k/a OM Group, Inc., a NYSE listed technology-driven diversified industrial company, from 2014 to 2015. Mr. Christenson holds a M.S. and B.S. degree in Mechanical Engineering from the University of Massachusetts and an M.B.A. from Rensselaer Polytechnic. In addition to more than twenty-five years of experience in manufacturing companies, Mr. Christenson brings vast knowledge of the Company’s business, structure, history and culture to the Board and the CEO position.

Christian Storch (age 62) retired from his role as our Executive Vice President and Chief Financial Officer effective January 31, 2022. Prior to his retirement, Mr. Storch served as our Executive Vice President since December 2019 and our Chief Financial Officer since December 2007. From 2001 to 2007, Mr. Storch was the Vice President and Chief Financial Officer at Standex International Corporation (“Standex International”). Mr. Storch also served on the Board of Directors of Standex International from October 2004 to December 2007. Mr. Storch also served as Standex International’s Treasurer from 2003 to April 2006 and Manager of Corporate Audit and Assurance Services from July 1999 to 2003. Prior to Standex International, Mr. Storch was a Divisional Financial Director and Corporate Controller at Vossloh AG, a publicly held German transport technology company. Mr. Storch has also previously served as an Audit Manager with Deloitte & Touche LLP. Mr. Storch holds a degree in business administration from the University of Passau, Germany.

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Todd B. Patriacca (age 52) became our Executive Vice President, Chief Financial Officer and Treasurer effective February 1, 2022. Prior to his current position, Mr. Patriacca served as our Vice President of Finance, Corporate Controller and Treasurer since February 2010, our Vice President of Finance, Corporate Controller and Assistant Treasurer since October 2008 and previous to that, as Vice President of Finance and Corporate Controller since May 2007 and as Corporate Controller since May 2005. Prior to joining us, Mr. Patriacca was Corporate Finance Manager at MKS Instruments Inc. (“MKS”), a publicly held semi-conductor equipment manufacturer since March 2002. Prior to MKS, Mr. Patriacca spent over ten years at Arthur Andersen LLP in the Assurance Advisory practice. Mr. Patriacca is a Certified Public Accountant and holds a B.A. in History from Colby College and an M.B.A. and an M.S. in Accounting from Northeastern University.

Glenn E. Deegan (age 55) has been our Chief Legal and Human Resources Officer since May 2021. Prior to his current position, Mr. Deegan served as our Executive Vice President since December 2019, our Vice President, Legal and Human Resources, General Counsel and Secretary since June 2009 and our General Counsel and Secretary since September 2008. From March 2007 to August 2008, Mr. Deegan served as Vice President, General Counsel and Secretary of Averion International Corp., a publicly held global provider of clinical research services. Prior to Averion, from June 2001 to March 2007, Mr. Deegan served as Director of Legal Affairs and then as Vice President, General Counsel and Secretary of MacroChem Corporation, a publicly held specialty pharmaceutical company. From 1999 to 2001, Mr. Deegan served as Assistant General Counsel of Summit Technology, Inc., a publicly held manufacturer of ophthalmic laser systems. Mr. Deegan previously spent over six years engaged in the private practice of law and also served as law clerk to the Honorable Francis J. Boyle in the United States District Court for the District of Rhode Island. Mr. Deegan holds a B.S. from Providence College and a J.D. from Boston College.

Craig Schuele (age 58) has been our Executive Vice President since December 2019 and our Vice President of Marketing and Business Development since May 2007 and held the same position with our predecessor since July 2004. He is responsible for global marketing as well as coordinating Altra’s merger and acquisition activity. Prior to his current position, Mr. Schuele was our Vice President of Marketing since March 2002, and previous to that he was our Director of Marketing. Mr. Schuele joined our predecessor in 1986 and holds a B.S. degree in Management from Rhode Island College.

Item 1A. Risk Factors

Risks Related to our Business and Industry

We operate in the highly competitive power transmission and motion control industries and if we are not able to compete successfully our business may be significantly harmed.

We operate in highly fragmented and very competitive markets in the power transmission and motion control industries. Some of our competitors have achieved substantially more market penetration in certain of the markets in which we operate, and some of our competitors are larger than us and have greater financial and other resources. With respect to certain of our products, we compete with divisions of our original equipment manufacturer customers. Competition in our business lines is based on a number of considerations, including quality, reliability, pricing, availability, and design and application engineering support. Our customers increasingly demand a broad product range and we must continue to develop our expertise in order to manufacture and market these products successfully. To remain competitive, regular investment in manufacturing, customer service and support, marketing, sales, research and development and intellectual property protection is required. In the future, we may not have sufficient resources to continue to make such investments and may not be able to maintain a competitive position within each of the markets we serve. We may have to adjust the prices of some of our products to stay competitive.

Additionally, some of our larger, more sophisticated customers are attempting to reduce the number of vendors from which they purchase in order to increase their efficiency. If we are not selected to become one of these preferred providers, we may lose market share in some of the markets in which we compete.

There is substantial and continuing pressure on major original equipment manufacturers and larger distributors to reduce costs, including the cost of products purchased from outside suppliers. As a result of cost pressures from customers, our ability to compete depends in part on their ability to generate production cost savings and, in turn, to find reliable, cost effective outside suppliers to source components or manufacture their products. If we are unable to generate sufficient cost savings in the future to offset price reductions, then our gross margin could be materially adversely affected.

Our growth could suffer if the markets in which we sell our products and services experience cyclicality.

Our growth will depend in part on the growth of the markets which we serve and on the U.S. and global economies in general. Some of the markets Altra serves are highly cyclical, such as the class eight heavy duty truck, metals, mining and energy markets, including oil, gas and renewable energy. In such an environment, expected cyclical activity or sales may not occur or may be delayed and may result in significant quarter-to-quarter variability in our performance. Any of these factors could adversely affect our business, financial condition and results of operations in any given period.

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We must continue to invest in new technologies and manufacturing techniques; however, our ability to develop or adapt to changing technology and manufacturing techniques is uncertain and our failure to do so could place us at a competitive disadvantage.

The successful implementation of our business strategy requires us to invest continuously in new technologies and manufacturing techniques to evolve our existing products and introduce new products to meet our customers’ needs in the industries we serve and want to serve.

Our products are characterized by performance and specification requirements that mandate a high degree of manufacturing and engineering expertise. We believe that our customers rigorously evaluate their suppliers on the basis of a number of factors, including:

•product quality and availability;

•price competitiveness;

•technical expertise and development capability;

•reliability and timeliness of delivery;

•product design capability;

•manufacturing expertise; and

•sales support and customer service.

Our success depends on our ability to invest in new technologies and manufacturing techniques to continue to meet our customers’ changing demands with respect to the above factors. We may not be able to make required capital expenditures and, even if we do so, we may be unsuccessful in addressing technological advances or introducing new products necessary to remain competitive within our markets. Furthermore, our own technological developments may not be able to produce a sustainable competitive advantage. If we fail to invest successfully in improvements to our technology and manufacturing techniques, our business may be materially adversely affected.

Our operations are subject to international risks including global commercial activities and production facilities, many of which may be located in jurisdictions that are subject to increased risks of disrupted production that could affect our operating results.

We operate businesses with manufacturing and other facilities worldwide, many of which are located outside the United States, including in Brazil, Canada, Chile, China, Czech Republic, Denmark, France, Germany, India, Mexico, Peru, Russia, Slovakia, St. Kitts, Sweden, Turkey and the United Kingdom. Our net sales to customers outside North America represented approximately 49% of our total net sales for the year ended December 31, 2021. In addition, we sell products to domestic customers for use in their products sold overseas. We also source a significant portion of our products and materials from overseas. As a result, our business is subject to risks associated with doing business internationally, and our future results could be materially adversely affected by a variety of factors, including:

•fluctuations in currency exchange rates;

•capital or currency exchange rate controls;

•tariffs or other trade protection measures and import or export licensing requirements;

•potentially negative consequences from changes in tax laws;

•interest rates;

•low or negative economic growth rates;

•unexpected changes in regulatory requirements;

•changes in foreign intellectual property law;

•differing labor regulations;

•natural disaster, labor strike, military activity or war, political unrest, or terrorist activity;

•pandemic or other public health concerns;

•requirements relating to withholding taxes on remittances and other payments by subsidiaries;

•restrictions on our ability to own or operate subsidiaries, make investments or acquire new businesses in various jurisdictions;

•potential political instability and the actions of foreign governments; and

•restrictions on our ability to repatriate dividends from our subsidiaries.

In addition, our international operations are governed by various U.S. laws and regulations, including the Foreign Corrupt Practices Act and other similar laws that prohibit us and our business partners from making improper payments or offers of payment to foreign governments and their officials and political parties for the purpose of obtaining or retaining business. Any alleged or actual violations of these regulations may subject us to government scrutiny, severe criminal or civil sanctions and other liabilities.

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As we continue to expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage these and other risks associated with our international operations. However, any of these factors could materially adversely affect our international operations and, consequently, our operating results.

We rely on distributors and the loss of these distributors could adversely affect our business.

In addition to our direct sales force and manufacturer sales representatives, we depend on the services of distributors to sell our products and provide service and aftermarket support to our customers. We support an extensive distribution network, with over 3,000 distributor locations worldwide. During the year ended December 31, 2021, approximately 25% of our net sales from operations were generated through distributors. Almost all of the distributors with whom we transact business offer competitive products and services to our customers. In addition, the distribution agreements we have are typically non-exclusive and cancelable by the distributor after a short notice period. The loss of any major distributor or a substantial number of smaller distributors or an increase in the distributors’ sales of our competitors’ products to our customers could materially reduce our sales and profits.

We rely on estimated forecasts of our OEM customers’ needs, and inaccuracies in such forecasts could materially adversely affect our business.

We generally sell our products pursuant to individual purchase orders instead of under long-term purchase commitments. Therefore, we rely on estimated demand forecasts, based upon input from our customers, to determine how much material to purchase and product to manufacture. Because our sales are based on purchase orders, our customers may cancel, delay or otherwise modify their purchase commitments with little or no consequence to them and with little or no notice to us. For these reasons, we generally have limited visibility regarding our customers’ actual product needs. The quantities or timing required by our customers for our products could vary significantly. Whether in response to changes affecting the industry or a customer’s specific business pressures, any cancellation, delay or other modification in our customers’ orders could significantly reduce our revenue, impact our working capital, cause our operating results to fluctuate from period to period and make it more difficult for us to predict our revenue. In the event of a cancellation or reduction of an order, we may not have enough time to reduce operating expenses to minimize the effect of the lost revenue on our business and we may purchase too much inventory and spend more capital than expected, which may materially adversely affect our business.

From time to time, our customers may experience deterioration of their businesses. In addition, during periods of economic difficulty, our customers may not be able to accurately estimate demand forecasts and may scale back orders in an abundance of caution. As a result, existing or potential customers may delay or cancel plans to purchase our products and may not be able to fulfill their obligations to us in a timely fashion. Such cancellations, reductions or inability to fulfill obligations could significantly reduce our revenue, impact our working capital, cause our operating results to fluctuate adversely from period to period and make it more difficult for us to predict our revenue.

Disruption of our supply chain and COVID-19 related shutdowns of our suppliers’ operations and our operations could have an adverse effect on our business, financial condition and results of operations.

Our ability, including manufacturing or distribution capabilities, and that of our suppliers, business partners and contract manufacturers, to make, move and sell products is critical to our success. Damage or disruption to our or their manufacturing or distribution capabilities due to weather, natural disaster, fire or explosion, terrorism, pandemics, strikes, repairs or enhancements at our facilities, excessive demand, raw material shortages, semiconductor chip shortages, or other reasons could impair our ability, and that of our suppliers, to manufacture or sell our products. To the extent the current semiconductor chip shortage or other shortages continue, the production of our products may be impacted. If the Company or our suppliers are unable to obtain components from third parties in the quantities and of the quality that we require, on a timely basis and at acceptable prices, we may not be able to deliver our products on a timely or cost-effective basis to our customers. Failure to take adequate steps to mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, could adversely affect our business, financial condition and results of operations, as well as require additional resources to restore our supply chain.
 

COVID-19 was declared a pandemic by the World Health Organization on March 12, 2020. Many countries where we do business, including the United States, many E.U. countries, the United Kingdom, Canada, China, Australia and India, have imposed restrictions on travel and business operations resulting in a substantial reduction of economic activity. Additionally, these restrictions have had and may continue to have a negative effect on the capacity of ports and terminals to process and accommodate commercial activity. The duration of the production and supply chain disruptions, and related financial impact, cannot be estimated at this time. In an effort to contain the spread of the virus and maintain the wellbeing of our employees, and in accordance with governmental requirements, we have experienced temporary closures at certain production facilities, and we have been required to operate some production facilities at reduced capacity. In addition, our suppliers, business partners and customers are also experiencing similar negative impacts from the COVID-19 pandemic. Should the production and distribution delays and closures continue for an extended period, of time they could have a material adverse effect on our results of operations and cash flows.

The materials used to produce our products are subject to price fluctuations and our ability to obtain those products and negotiate profitable agreements with our suppliers could increase costs of production and adversely affect our profitability.

The materials used to produce our products, especially aluminum, copper and steel, are sourced on a global or regional basis and the prices of those materials are susceptible to price fluctuations due to supply and demand trends, transportation costs, government regulations and tariffs, changes in currency exchange rates, price controls, the economic climate and other unforeseen circumstances. If we are unable to continue to pass a substantial portion of such price increases on to our customers on a timely basis, our future

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profitability may be materially adversely affected. In addition, passing through these costs to our customers may also limit our ability to increase our prices in the future.

Our ability to maintain and expand our business depends, in part, on our ability to continue to obtain raw materials and component parts on favorable terms from various suppliers. If we are required to purchase raw materials or component parts subject to agreements that provide less favorable terms, the costs of providing our products may increase, which could decrease our profitability and have a material adverse effect on our business, financial condition and results of operations.

We may be subject to work stoppages at our facilities, or our customers may be subjected to work stoppages, which could seriously impact our operations and the profitability of our business.

As of December 31, 2021, we employed approximately 9,600 people on a full-time basis, of whom approximately 4,600 were employed in the United States and approximately 5,000 were employed outside of the United States. Of our United States employees, approximately 500 were hourly-rated, unionized employees. Outside the United States, we have government-mandated collective bargaining arrangements and union contracts in certain countries, particularly in Europe where certain of our employees are represented by unions and/or works councils.

The Company believes that its relationship with employees is good. However, we are party to several U.S. and international collective bargaining arrangements and union contracts, and we may be unable to renew these agreements on terms that are satisfactory to us, if at all.

If our unionized workers or those represented by a works council were to engage in a strike, work stoppage or other slowdown in the future, we could experience a significant disruption of our operations. Such disruption could interfere with our ability to deliver products on a timely basis and could have other negative effects, including decreased productivity and increased labor costs. In addition, if a greater percentage of our work force becomes unionized, our business and financial results could be materially adversely affected. Moreover, many of our direct and indirect customers have unionized work forces. Strikes, work stoppages or slowdowns experienced by these customers or their suppliers could result in slowdowns or closures of assembly plants where our products are used and could cause cancellation of purchase orders with us or otherwise result in reduced revenues from these customers.
 

Due to the COVID-19 pandemic, we may continue to experience reduced capacity operations and work stoppages at certain facilities resulting from employee absenteeism due to illness and compliance with quarantine requirements imposed by governmental authorities and Company policy. In addition, customers may experience similar negative impacts from the COVID-19 pandemic. Reduced capacity operations, work stoppages and decreased customer operations resulting from these events could impact the Company’s operations and have a material adverse effect on our results of operations and cash flows.

We depend on the services of key executives, the loss of whom could materially harm our business.

Our senior executives are important to our success because they are instrumental in setting our strategic direction, operating our business, maintaining and expanding relationships with distributors, identifying, recruiting and training key personnel, identifying expansion opportunities and arranging necessary financing. Losing the services of any of these individuals could adversely affect our business until a suitable replacement could be found. We believe that our senior executives could not easily be replaced with executives of equal experience and capabilities, but we cannot prevent our key executives from terminating their employment with us. We do not maintain key person life insurance policies on any of our executives.

If we lose certain of our key sales, marketing, skilled machinist, or engineering personnel, our business may be adversely affected.

Our success depends on our ability to recruit, retain and motivate highly skilled sales, marketing, skilled machinist and engineering personnel. Competition for these persons in our industry is intense and we may not be able to successfully recruit, train or retain qualified personnel in the event scarcity continues or increases. If we fail to recruit and retain the necessary personnel, our business and our ability to obtain new customers, develop new products and provide acceptable levels of customer service could suffer. If certain of these key personnel were to terminate their employment with us, we may experience difficulty replacing them, and our business could be harmed.

We may not be able to protect our intellectual property rights, brands or technology effectively, which could allow competitors to duplicate or replicate our technology and could adversely affect our ability to compete.

We rely on a combination of patent, trademark, copyright and trade secret laws in the United States and other jurisdictions, as well as on license, non-disclosure, employee and consultant assignment and other agreements and domain name registrations in order to protect our proprietary technology and rights. Applications for protection of our intellectual property rights may not be allowed, and the rights, if granted, may not be maintained. In addition, third parties may infringe or challenge our intellectual property rights. In some cases, we rely on unpatented proprietary technology. It is possible that others will independently develop the same or similar technology or otherwise obtain access to our unpatented technology. Further, in the ordinary course of our operations, we pursue potential claims from time to time relating to the protection of certain products and intellectual property rights, including with respect to some of our more profitable products. Such claims could be time-consuming, expensive and divert resources. If we are unable to

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maintain the proprietary nature of our technologies or proprietary protection of our brands, our ability to market or be competitive with respect to some or all of our products may be affected, which could reduce our sales and profitability. See “Business— Intellectual Property”.

Unplanned repairs or equipment outages could interrupt production and reduce income or cash flow.

Unplanned repairs or equipment outages, including those due to natural disasters, could result in the disruption of our manufacturing processes. Any interruption in our manufacturing processes would interrupt our production of products, reduce our income and cash flow and could result in a material adverse effect on our business and financial condition.

Our operations are highly dependent on information technology infrastructure, including Enterprise Resource Planning systems, and failures in such infrastructure and failure to comply with data privacy laws or regulations could significantly affect our business.

We depend heavily on our information technology, or IT, infrastructure in order to achieve our business objectives both in our everyday business operations and during our integration efforts related to acquisitions. If we experience a problem that impairs this infrastructure, such as a computer virus, ransomware, natural disaster, act of terrorism, cyber-attack, electrical/telecommunications outage, malware, phishing, other intentional disruption, tampering or manipulation of our IT systems by an employee or unauthorized third party, or failure or other problem with the functioning of an important IT application, or if our third party software vendors discontinue further development, integration or long-term software maintenance support for our information systems, the resulting disruptions could impede our ability to record or process orders, manufacture and ship in a timely manner, or otherwise carry on our business in the ordinary course. Any such events could cause us to lose revenue, could harm our relationships with or cause us to lose customers or suppliers, and could require us to incur significant expense to eliminate these problems and address related security concerns. Information security risks also exist with respect to the use of portable electronic devices, such as smartphones and laptops, which are particularly vulnerable to loss and theft.

Cyber-attacks from computer hackers and cyber criminals, social engineering attacks and other malicious Internet-based activity continue to increase generally, and perpetrators of cyber-attacks may be able to develop and deploy viruses, worms, ransomware, malware, DNS attacks, wireless network attacks, baiting attempts, phishing attempts, spear phishing attempts, distributed denial of service attacks and other malicious software programs that target our IT infrastructure and our networks, and those of our suppliers. These cyber-attacks may expose us to a variety of risks, including a risk of theft of substantial assets, including cash. In addition, a cyber-attack may cause additional costs, such as investigative and remediation costs, the costs of providing our suppliers, customers or other potentially affected parties with notice of the breach, legal fees and the costs of any additional fraud detection activities required by law, a court or a third party.

Techniques used to obtain unauthorized access or to sabotage systems, to impersonate, or to otherwise seek to perpetrate fraudulent acts against commercial parties change frequently, are increasingly sophisticated and generally are not recognized until launched against a target. As a result, we may be unable to anticipate these techniques or to implement adequate preventative measures. We cannot be certain that advances in cyber-capabilities or other developments will not compromise or breach the technology protecting our IT infrastructure and networks or our industrial machinery, software or hardware, and we can make no assurance that we will be able to detect, prevent, timely and adequately address or mitigate the negative effects of cyber-attacks or other security breaches. If such events affect our systems or products, our reputation and brand names could be materially damaged and use of our products may decrease. Additionally, a portion of our workforce is working remotely due to the COVID-19 pandemic, which may increase these risks. The measures we have taken to maintain adequate cyber security and address these risks and uncertainties may be inadequate.

We are also subject to an increasing number of evolving data privacy and security laws and regulations that impose requirements on us and our technology prior to certain transfer, storage, use, processing, or disclosure of data and prior to sale or use of certain technologies. Failure to comply with such laws and regulations could result in the imposition of fines, penalties and other costs. For example, the European Union’s implementation of the General Data Protection Regulation in 2018, the European Union’s pending ePrivacy Regulation, the implementation of the ePrivacy Directive by the various European Union member states, and California’s implementation of its Consumer Privacy Act of 2018 and Connected Device Privacy Act of 2018, as well as data privacy statutes implemented by other states, or international authorities, could all disrupt our ability to sell products and solutions or use and transfer data because such activities may not be in compliance with applicable law in certain jurisdictions.

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We are regularly in the process of implementing enhancements to our Enterprise Resource Planning systems and other business systems (collectively referred to as “ERP”), with the aim of enabling management to achieve better control across our business operations. If these critical enhancements are delayed, in whole or in part, our current ERP systems may not be sufficient to support our planned operations and certain ERP systems may become obsolete. There can be no assurance that the enhancements to our ERP systems will be successfully implemented and failure to do so could have a material adverse effect on our operations. The occurrence of any of these events or other unanticipated problems with our ERP systems could disrupt the management of, and have a material adverse effect on, our business operations.

If any one of these risks materializes, our business, financial condition, cash flows or results of operations could be materially and adversely affected.

Certain of our businesses are exposed to renewable energy markets which depend significantly on the availability and size of government subsidies and economic incentives.

Certain of our businesses sell products to customers within the renewable energy market, which among other energy sources includes wind energy and solar energy. This market is inherently cyclical and can be impacted by governmental policy, the comparative cost differential between various forms of energy, and the general macroeconomic climate.

At present, the cost of many forms of renewable energy may exceed the cost of conventional power generation in locations around the world. Various governments have used different policy initiatives to encourage or accelerate the development and adoption of renewable energy sources such as wind energy and solar energy. Renewable energy policies are in place in China and the United States. Examples of government sponsored financial incentives include capital cost rebates, feed-in tariffs, tax credits, net metering and other incentives to end-users, distributors, system integrators and manufacturers of renewable energy products to promote the use of renewable energy and to reduce dependency on other forms of energy. Governments may decide to reduce or eliminate these economic incentives for political, financial or other reasons. Reductions in, or eliminations of, government subsidies and economic incentives could reduce demand for our products and, as our customers attempt to compete on a levelized playing field with other forms of nonrenewable energy, also increase pressure to reduce cost throughout the supply chain. Lower demand or increased pricing pressure could adversely affect our business prospects and results of operations.

We may not be able to achieve the efficiencies, savings and other benefits anticipated from our cost reduction, margin improvement and other business optimization initiatives.

We have in the past undertaken and expect to continue to undertake various restructuring activities and cost reduction initiatives in an effort to better align our organizational structure and costs with our strategy. We cannot assure you that we will be able to achieve all of the cost savings that we expect to realize from current or future activities and initiatives. Furthermore, in connection with these activities, we may experience a disruption in our ability to perform functions important to our strategy. Unexpected delays, increased costs, challenges with adapting our internal control environment to a new organizational structure, inability to retain and motivate employees or other challenges arising from these initiatives could adversely affect our ability to realize the anticipated savings or other intended benefits of these activities and could have a material adverse impact on our financial condition and operating results.

Financial Risks

Adverse conditions in the credit and capital markets may limit or prevent our and our customers’ and suppliers’ ability to borrow or raise capital, which could harm our operations and financial performance.

Adverse conditions in the credit and financial markets could prevent us from obtaining financing, if the need arises. Our ability to invest in our global business and refinance or repay maturing debt obligations could require access to the credit and capital markets and sufficient bank credit lines to support cash requirements. If we are unable to access the credit and capital markets on commercially reasonable terms, we could experience a material adverse effect on our business, financial position or results of operations.

Deterioration in financial markets and confidence in major economies could impair our ability to access credit markets and finance our operations. In addition, a tight credit market may adversely affect the ability of our customers to obtain financing for significant purchases and operations and could result in a decrease in or cancellation of orders for our products and services as well as impact the ability of our customers to make payments. Similarly, a tight credit market may adversely affect our supplier base and increase the potential for one or more of our suppliers to experience financial distress or bankruptcy. These conditions would harm our business by adversely affecting our sales, results of operations, profitability, cash flows, financial condition and long-term anticipated growth rate, which could result in potential impairment of certain long-term assets including goodwill.

Goodwill and indefinite-lived intangibles comprise a significant portion of our total assets, and if we determine that goodwill or indefinite-lived intangibles become impaired in the future, net income in such years may be materially and adversely affected.

Goodwill represents the excess of cost over the fair market value of net assets acquired in business combinations. Due to the acquisitions we have completed historically, goodwill comprises a significant portion of our total assets. In addition, indefinite-lived intangibles, primarily tradenames and trademarks, comprise a significant portion of our total assets. We review goodwill and indefinite-lived intangibles annually for impairment, and any excess in carrying value over the estimated fair value is charged to the results of operations. Future reviews of goodwill and indefinite-lived intangibles could result in future reductions. Any reduction in net

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income resulting from the write down or impairment of goodwill and indefinite-lived intangibles could adversely affect our financial results. If economic conditions deteriorate we may be required to impair goodwill and indefinite-lived intangibles in future periods.

Our leverage could adversely affect our financial health and make us vulnerable to adverse economic and industry conditions.

As of December 31, 2021, we had approximately $1,005.0 million outstanding and $395.0 million available under our Revolving Credit Facility (as defined herein). In addition, as of December 31, 2021, we had approximately $400.0 million outstanding under the Notes (as defined herein). Our indebtedness has important consequences; for example, it could:

•make it more challenging for us to obtain additional financing to fund our business strategy and acquisitions, debt service requirements, capital expenditures and working capital;

•increase our vulnerability to interest rate changes and general adverse economic and industry conditions;

•require us to dedicate a substantial portion of our cash flow from operations to service our indebtedness, thereby reducing the availability of our cash flow to finance acquisitions and to fund working capital, capital expenditures, research and development efforts and other general corporate activities;

•make it difficult for us to fulfill our obligations under our credit and other debt agreements;

•require us to dispose of significant assets in order to satisfy our debt service and other obligations if we are not able to satisfy these obligations from cash from operations or other sources;

•limit our ability to buy back our common stock or pay cash dividends;

•limit our flexibility in planning for, or reacting to, changes in our business and our markets; and

•place us at a competitive disadvantage relative to our competitors that have less debt.

Substantially all of the domestic personal property of Altra and our domestic subsidiaries and certain shares of certain non-domestic subsidiaries have been pledged as collateral against any outstanding borrowings under the Altra Credit Agreement dated November 17, 2021 (as amended from time to time, the “Credit Agreement” or the "Altra Credit Agreement"), governing the Revolving Credit Facility. In addition, the Altra Credit Agreement requires us to maintain specified financial ratios and satisfy certain financial condition tests, which may require that we take action to reduce our debt or to act in a manner contrary to our business objectives.

Our ability to generate sufficient cash flow from operations to make scheduled payments on our debt will depend on a range of economic, competitive and business factors, many of which are outside our control. There can be no assurance that our business will generate sufficient cash flow from operations to make these payments. If we are unable to meet our expenses and debt obligations, we may need to refinance all or a portion of our indebtedness before maturity, sell assets or issue additional equity. In the future, the then-current economic and credit market conditions may limit our access to additional capital, to the extent that the Altra Credit Agreement would otherwise permit additional financing, or may preclude our ability to refinance our existing indebtedness. There can be no assurance that there will not be a deterioration in the credit markets, a deterioration in the financial condition of our lenders or their ability to fund their commitments or, if necessary, that we will be able to find replacement financing, if need be, on similar or acceptable terms. An inability to access sufficient financing or capital could have an adverse impact on our operations and thus on our operating results and financial position.

The Altra Credit Agreement imposes significant operating and financial restrictions, which may prevent us from pursuing our business strategies or favorable business opportunities.

Subject to a number of important exceptions, under the Altra Credit Agreement we are subject to customary affirmative and negative covenants, such as limitations on:

•debt and preferred stock;

•liens;

•mergers, consolidations, liquidations, dissolutions and asset sales;

•investments, loans, advances, guarantees and acquisitions;

•speculative swaps and hedging arrangements;

•dividends or other distributions on capital stock, redemptions and repurchases of capital stock and prepayments, redemptions and repurchases of junior lien secured and subordinated debt;

•transactions with affiliates;

•restrictions on liens and other restrictive agreements;

•amendments of the operative documents related to junior debt agreements and organizational documents; and

•changes in fiscal year.

The restrictions contained in the Altra Credit Agreement may prevent us from taking actions that we believe would be in the best interest of our business and may make it difficult for us to successfully execute our business strategy or effectively compete with companies that are not similarly restricted. A breach of any of these covenants or the inability to comply with the required financial ratios could result in a default under the Altra Credit Agreement. If any such default occurs, the lenders under the Altra Credit

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Agreement may elect to declare all of the outstanding debt under the Altra Credit Agreement, together with accrued interest and other amounts payable thereunder, to be immediately due and payable. The lenders under the Altra Credit Agreement also have the right in those circumstances to terminate any commitments they have to provide further borrowings. In addition, following an event of default under the Altra Credit Agreement, the lenders under the Altra Credit Agreement will have the right to proceed against the collateral that secures the debt. If the debt under the Altra Credit Agreement were to be accelerated, we may not have the ability to refinance that debt, and if we can, the terms of such refinancing may be less favorable than the current financing terms under the Altra Credit Agreement. In the event that the indebtedness is accelerated, our assets may not be sufficient to repay in full all of our debt.

The Credit Agreement contains usual and customary representations and warranties, usual and customary affirmative and negative covenants and restrictions, which among other things, will require the Borrowers to provide certain financial reports to the Lenders, require the Company to maintain certain financial covenants relating to consolidated leverage and interest coverage, and limit the ability of the Company and its subsidiaries to incur or guarantee additional indebtedness, pay dividends or make other equity distributions, purchase or redeem capital stock or debt, make certain investments, sell assets, engage in certain transactions, and effect a consolidation or merger. There can be no assurance that we will be able to remain in compliance with these covenants. If we fail to comply with either of these covenants in a future period and are not able to obtain waivers from the lenders thereunder, we would need to refinance the Revolving Credit Facility. However, there can be no assurance that such refinancing would be available on terms that would be acceptable to us or at all.

Our exposure to variable interest rates, foreign currency exchange rates and swap counter party credit risk could materially and adversely affect our business, operating results and financial condition.

We are exposed to various types of market risk in the normal course of business, including the impact of interest rate changes and foreign currency exchange rate fluctuations. Some of our indebtedness bears interest at variable rates, generally linked to market benchmarks such as LIBOR. Any increase in interest rates would increase our finance expenses relating to our variable rate indebtedness and increase the costs of refinancing our existing indebtedness and issuing new debt. In addition, in July 2017, the U.K.’s Financial Conduct Authority (“FCA”), which regulates LIBOR, announced its intent to phase out LIBOR by the end of 2021. On March 5, 2021, the FCA announced that all LIBOR settings will either cease to be provided by any administrator or no longer be representative: (a) immediately after December 31, 2021, in the case of the one-week and two-month U.S. dollar settings; and (b) immediately after June 30, 2023, in the case of the remaining U.S. dollar settings. The United States Federal Reserve has also advised banks to cease entering into new contracts that use USD LIBOR as a reference rate. The Alternative Reference Rate Committee, a committee convened by the Federal Reserve that includes major market participants, has identified the Secured Overnight Financing Rate, or SOFR, a new index calculated by short-term repurchase agreements, backed by Treasury securities, as its preferred alternative rate for LIBOR. At this time, it is not possible to predict how markets will respond to SOFR or other alternative reference rates as the transition away from the LIBOR benchmarks is anticipated in coming years. Accordingly, the outcome of these reforms is uncertain, and any changes in the methods by which LIBOR is determined or regulatory activity related to LIBOR’s phaseout could cause LIBOR to perform differently than in the past or cause LIBOR to cease to exist. The consequences of these developments cannot be entirely predicted, but could cause potential increases in interest rates on our floating debt rate. These uncertainties or their resolution also could negatively impact our funding costs, loan and other asset values, asset-liability management strategies and other aspects of our business and financial results. In addition, we conduct our business and incur costs in the local currency of the countries in which we operate. As we continue expanding our business into markets such as Europe, China, Australia, India and Brazil, we expect that an increasing amount of our revenue and cost of sales will be denominated in currencies other than the U.S. Dollar, our reporting currency. As a result, we are subject to currency translation risk, whereby changes in exchange rates between the dollar and the other currencies in which we borrow and do business could result in foreign exchange losses and have a material adverse effect on our results of operations.

From time to time, we rely on interest rate swap contracts and cross-currency swap contracts and hedging arrangements to effectively manage our interest rate and currency risk. Failure to perform under derivatives contracts by one or more of our counterparties could disrupt our hedging operations, particularly if we were entitled to a termination payment under the terms of the contract that we did not receive, if we had to make a termination payment upon default of the counterparty, or if we were unable to reposition the swap with a new counterparty.

Changes in accounting standards could affect our financial results.

The Company’s accounting and financial reporting policies conform to U.S. generally accepted accounting principles (“GAAP”), which are periodically revised and/or expanded. The application of accounting principles is also subject to varying interpretations over time. Accordingly, the Company is required to adopt new or revised accounting standards or comply with revised interpretations that are issued from time to time by various parties, including accounting standard setters and those who interpret the standards, such as the Financial Accounting Standards Board (the “FASB”) and the Securities and Exchange Commission. Such new financial accounting standards may change the financial accounting or reporting standards that govern the preparation of the Company’s consolidated financial statements. Implementing changes required by new standards, requirements or laws require interpretation of rules and development of new accounting policies and internal controls that, if not appropriately applied, could result in financial statement errors and, deficiencies in internal control as well as significant costs to implement.

Legal and Compliance Risks

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Changes to U.S. trade policy, tariff and import/export regulations and foreign government regulations could adversely affect our business, operating results, foreign operations, sourcing and financial condition.

Changes in U.S. or international social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories or countries where we currently sell our products or conduct our business, as well as any negative sentiment toward the U.S. as a result of such changes, could adversely affect our business. Changes to tariffs and other changes in U.S. trade policy have the potential to adversely impact the U.S. economy or certain sectors thereof, our industry and the global demand for our products, and as a result, could have a material adverse effect on our business, operating results and financial condition. In addition, we cannot predict what changes to trade policy will be made in the future, including whether existing trade policies will be maintained or modified or whether the entry into new bilateral or multilateral trade agreements will occur, nor can we predict the effects that any conceivable changes would have on our business.

Our businesses are subject to risks generally associated with doing business abroad, including foreign governmental regulation in the countries in which several of our manufacturing sources and facilities are located, such as Brazil, Canada, Chile, China, Czech Republic, Denmark, France, Germany, India, Mexico, Slovakia, St. Kitts, Sweden, Turkey and the United Kingdom (the “U.K.”). We believe that the issue of foreign governmental regulations that would impact our arrangements with our foreign manufacturing sources is of particular concern with regard to countries such as China due to the less mature nature of the Chinese market economy and the historical involvement of the Chinese government in industry. Additionally, we are subject to risks due to uncertainties related to the potential impact of the U.K.’s exit from the E.U. (Brexit) on the Company’s business operations in the U.K. and Europe. If regulations were to render the conduct of business in a particular country undesirable or impracticable, if our current foreign manufacturing sources were for any other reason to cease doing business with us, or if we were in a position where we needed to relocate our manufacturing facilities due to regulations or other similar circumstances, such a development could have a material adverse effect on our product sales and on our supply, manufacturing, and distribution channels.

Our business is also subject to risks associated with U.S. and foreign legislation and regulations relating to imports, including quotas, duties, tariffs or taxes, and other charges or restrictions on imports, which could adversely affect our operations and our ability to import products at current or increased levels, and substantially all of our import operations are subject to customs duties on imported products imposed by the governments where our production facilities are located, including raw materials. We cannot predict whether additional U.S. and foreign customs quotas, duties (including antidumping or countervailing duties), tariffs, taxes or other charges or restrictions, requirements as to where raw materials must be purchased, reporting obligations pertaining to “conflict minerals” mined from certain countries, additional workplace regulations, or other restrictions on our imports will be imposed upon the importation of our products in the future or adversely modified, or what effect such actions would have on our costs of operations. For example, our products that are imported to the United States are subject to U.S. customs duties and, in the ordinary course of our business, we may from time to time be subject to claims by the U.S. Customs Service for duties and other charges. Factors that may influence the modification or imposition of these restrictions include the determination by the U.S. Trade Representative that a country has denied adequate intellectual property rights or fair and equitable market access to U.S. firms that rely on intellectual property, trade disputes between the United States and a country that leads to withdrawal of "most favored nation" status for that country, and economic and political changes within a country that are viewed unfavorably by the U.S. government. Future quotas, duties, or tariffs may have a material adverse effect on our business, financial condition, and results of operations. Future trade agreements could also provide our competitors with an advantage over us, or increase our costs, either of which could have a material adverse effect on our business, financial condition, and results of operations.

Product defects, quality issues, inadequate disclosures, misuse and potential product liability claims in relation to the products we manufacture or distribute could result in reputational harm and our having to expend significant time and expense to defend these claims and to pay material damages or settlement amounts.
 

Defects in, quality issues with respect to, or inadequate disclosure of risks relating to our products or the misuse of our products could lead to lost profits and other economic damage, property damage, personal injury or other liability resulting in third-party claims, criminal liability, significant costs, damage to our reputation and loss of business. Any of these factors could adversely affect our business, financial condition and results of operations.

We face a business risk of exposure to product liability claims in the event that the use of our products is alleged to have resulted in injury or other adverse effects. We currently have several product liability claims against us with respect to our products. We may not be able to obtain product liability insurance on acceptable terms in the future, if at all, or obtain insurance that will provide adequate coverage against potential claims. Product liability claims can be expensive to defend and can divert the attention of management and other personnel for long periods of time, regardless of the ultimate outcome. An unsuccessful product liability defense could exceed any insurance that we maintain and could have a material adverse effect on our business, financial condition, results of operations or our ability to make payments under our debt obligations when due. In addition, we believe our business depends on the strong brand reputation we have developed. In the event that our reputation is damaged, we may face difficulty in maintaining our pricing positions with respect to some of our products, which would reduce our sales and profitability.

We also risk exposure to product liability claims in connection with products sold by businesses that we acquire. We cannot assure you that third parties that have retained responsibility for product liabilities relating to products manufactured or sold prior to our acquisition of the relevant business, or persons from whom we have acquired a business that are required to indemnify us for certain product liability claims subject to certain caps or limitations on indemnification, will in fact satisfy their obligations to us with respect to liabilities retained by them or their indemnification obligations. If those third parties become unable to or otherwise do not

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comply with their respective obligations including indemnity obligations, or if certain product liability claims for which we are obligated were not retained by third parties or are not subject to these indemnities, we could become subject to significant liabilities or other adverse consequences. Moreover, even in cases where third parties retain responsibility for product liabilities or are required to indemnify us, significant claims arising from products that we have acquired could have a material adverse effect on our ability to realize the benefits from an acquisition, could result in our reducing the value of goodwill that we have recorded in connection with an acquisition, or could otherwise have a material adverse effect on our business, financial condition, or results of operations.

We may be subject to litigation for a variety of claims, which could adversely affect our business, financial condition or results of operations.

In addition to product liability claims and securities class action litigation, which has often been brought against a company following a decline in the market price of its securities, we and our directors and officers may be subject to claims arising from our normal business activities. These may include claims, suits, and proceedings involving stockholder and fiduciary matters, intellectual property, labor and employment, wage and hour, commercial and other matters. The outcome of any litigation, regardless of its merits, is inherently uncertain. Any claims and lawsuits, and the disposition of such claims and lawsuits, could be time-consuming and expensive to resolve, divert management attention and resources, and lead to attempts on the part of other parties to pursue similar claims. Any adverse determination related to litigation or settlement or other resolution of a legal matter could adversely affect our business, financial condition or results of operations, harm our reputation or otherwise negatively impact our business.

Changes in labor or employment laws could increase our costs and may adversely affect our business.

Various federal, state and international labor and employment laws govern our relationship with employees and affect operating costs. These laws include minimum wage requirements, overtime, unemployment tax rates, workers’ compensation rates paid, leaves of absence, mandated health and other benefits, and citizenship requirements. Significant additional government-imposed increases or new requirements in these areas could materially affect our business, financial condition, operating results or cash flow.

In the event our employee-related costs rise significantly, we may have to curtail the number of our employees or shut down certain manufacturing facilities. Any such actions would not only be costly but could also materially adversely affect our business.

We are subject to environmental laws that could impose significant costs on us and the failure to comply with such laws could subject us to sanctions and material fines and expenses.
 

We are subject to a variety of federal, state, local, foreign and provincial environmental laws and regulations, including those governing the discharge of pollutants into the air or water, the management and disposal of hazardous substances and wastes and the responsibility to investigate and clean up contaminated sites that are or were owned, leased, operated or used by us or our predecessors. Some of these laws and regulations require us to obtain permits, which contain terms and conditions that impose limitations on our ability to emit and discharge hazardous materials into the environment and periodically may be subject to modification, renewal and revocation by issuing authorities. Fines and penalties may be imposed for non-compliance with applicable environmental laws and regulations and the failure to have or to comply with the terms and conditions of required permits. From time to time, our operations may not be in full compliance with the terms and conditions of our permits. The operation of manufacturing plants entails risks related to compliance with environmental laws, requirements and permits, and a failure by us to comply with applicable environmental laws, regulations, or permits could result in civil or criminal fines, penalties, enforcement actions, third-party claims for property damage and personal injury, requirements to clean up property or to pay for the costs of cleanup, or regulatory or judicial orders enjoining or curtailing operations or requiring corrective measures, including the installation of pollution control equipment or remedial actions. Moreover, if applicable environmental laws and regulations, or the interpretation or enforcement thereof, become more stringent in the future, we could incur capital or operating costs beyond those currently anticipated.

Certain environmental laws in the United States, such as the federal Superfund law and similar state laws, impose liability for the cost of investigation or remediation of contaminated sites upon the current or, in some cases, the former site owners or operators and upon parties who arranged for the disposal of wastes or transported or sent those wastes to an off-site facility for treatment or disposal, regardless of when the release of hazardous substances occurred or the lawfulness of the activities giving rise to the release. Such liability can be imposed without regard to fault and, under certain circumstances, can be joint and several, resulting in one party being held responsible for the entire obligation. As a practical matter, however, the costs of investigation and remediation generally are allocated among the viable responsible parties on some form of equitable basis. Liability also may include damages to natural resources. In addition, from time to time, we are notified that we are a potentially responsible party and may have liability in connection with off-site disposal facilities. There can be no assurance that we will be able to resolve pending and future matters relating to off-site disposal facilities at all or for nominal sums.

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There is contamination at some of our current facilities, primarily related to historical operations at those sites, for which we could be liable for the investigation and remediation under certain environmental laws. The potential for contamination also exists at other of our current or former sites, based on historical uses of those sites. Our costs or liability in connection with potential contamination conditions at our facilities cannot be predicted at this time because the potential existence of contamination has not been investigated or not enough is known about the environmental conditions or likely remedial requirements. Currently, with respect to certain of our facilities, other parties with contractual liability are addressing or have plans or obligations to address those contamination conditions that may pose a material risk to human health, safety or the environment. In addition, there may be environmental conditions currently unknown to us relating to our prior, existing or future sites or operations or those of predecessor companies whose liabilities we may have assumed or acquired which could have a material adverse effect on our business.

We are being indemnified, or expect to be indemnified by third parties, subject to certain caps or limitations on the indemnification, for certain environmental costs and liabilities associated with certain owned or operated sites. We cannot assure you that third parties who indemnify or who are expected to indemnify us for certain environmental costs and liabilities associated with certain owned or operated sites will in fact satisfy their indemnification obligations. If those third parties become unable to, or otherwise do not, comply with their respective indemnity obligations, or if certain contamination or other liability for which we are obligated is not subject to these indemnities, we could become subject to significant liabilities.

We or our products could infringe on the intellectual property of others, which may cause us to engage in costly litigation and, if we are not successful, could cause us to pay substantial damages and prohibit us from selling our products.

Third parties may assert infringement or other intellectual property claims against us based on their patents or other intellectual property claims, and we may have to pay substantial damages, possibly including treble damages, if it is ultimately determined that our products infringe. We may have to obtain a license to sell our products if it is determined that our products infringe upon another party’s intellectual property. We might be prohibited from selling our products before we obtain a license, which, if available at all, may require us to pay substantial royalties. Even if infringement claims against us are without merit, defending these types of lawsuits takes significant time, may be expensive and may divert management attention from other business concerns.

Changes in our tax rates or exposure to additional income tax liabilities or assessments could significantly affect our profitability. In addition, audits by tax authorities could result in additional tax payments for prior periods.

We are subject to income taxes in the U.S. and in numerous non-U.S. jurisdictions.

Due to the potential for changes to tax laws and regulations or changes to the interpretation thereof, the ambiguity of tax laws and regulations, the subjectivity of factual interpretations, the complexity of our intercompany arrangements, uncertainties regarding the geographic mix of earnings in any particular period, and other factors, our estimates of effective tax rate and income tax assets and liabilities may be incorrect and our financial statements could be adversely affected. The impact of these factors referenced in the first sentence of this paragraph may be substantially different from period to period.

In addition, the amount of income taxes we pay is subject to ongoing audits by U.S. federal, state and local tax authorities and by non-U.S. tax authorities. If audits result in payments or assessments different from our reserves, our future results may include unfavorable adjustments to our tax liabilities and our financial statements could be adversely affected. Any further significant changes to the tax system in the United States or in other jurisdictions (including changes in the taxation of international income as further described below) could adversely affect our financial statements.

The market price of our common stock may fluctuate with market volatility.

The market price of our common stock has been volatile and may continue to fluctuate in response to a number of factors, some of which are beyond our control. The stock market in general, and the market prices of stocks of industrial companies in particular, have experienced significant price volatility that has adversely affected, and may continue to adversely affect, the market price of our common stock for reasons unrelated to our business or operating results. Broad market fluctuations could adversely affect the market price of our common stock, which in turn could cause impairment of goodwill that could materially and adversely impact our financial condition and results of operations.

It is not uncommon when the market price of a stock has been volatile for holders of that stock to institute securities class action litigation against the company that issues that stock. If any of our stockholders brought such a lawsuit against us, even if the lawsuit is without merit, we could incur substantial costs defending the lawsuit beyond any insurance coverage which we may have for such risks. Such a lawsuit could also divert the time and attention of our management. Any of these events, as well as other circumstances discussed in these Risk Factors, may cause the market price of our common stock to fall.

Risks Related to Strategic Transactions

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Our acquisition of businesses and strategic relationships, or our failure to successfully integrate such transactions into our business, could adversely affect our future results and the market price of our common stock.

As part of our growth strategy, we have made and expect to continue to make, acquisitions. Our continued growth may depend on our ability to identify and acquire companies that complement or enhance our business on acceptable terms. We may not be able to identify or complete future acquisitions. We may not be able to integrate successfully our recent and past acquisitions, including the acquisition of Nook and the Fortive Transaction, or any future acquisitions, operate any acquired companies profitably or realize the potential benefits from these acquisitions.

These acquisitions and strategic relationships involve a number of financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including the following, any of which could adversely affect our future results and the market price of our common stock:

•any acquired business, technology, service or product could under-perform relative to our expectations and the price that we paid for it, or not perform in accordance with our anticipated timetable;

•we have in the past, and may in the future incur or assume significant debt in connection with our acquisitions or strategic relationships;

•acquisitions or strategic relationships could cause our financial results to differ from our own or the investment community’s expectations in any given period, or over the long-term;

•pre-closing and post-closing earnings charges could adversely impact operating results in any given period, and the impact may be substantially different from period to period;

•acquisitions or strategic relationships could create demands on our management, operational resources and financial and internal control systems that we are unable to effectively address;

•we could experience difficulty in integrating personnel, operations and financial and other controls and systems and retaining key employees and customers;

•we may be unable to achieve cost savings or other synergies anticipated in connection with an acquisition or strategic relationship;

•we may assume by acquisition or strategic relationship unknown liabilities, known contingent liabilities that become realized, known liabilities that prove greater than anticipated, internal control deficiencies or exposure to regulatory sanctions resulting from the acquired company’s activities. The realization of any of these liabilities or deficiencies may increase our expenses, adversely affect our financial position or cause us to fail to meet our public financial reporting obligations;

•in connection with acquisitions, we may enter into post-closing financial arrangements such as purchase price adjustments, earn-out obligations and indemnification obligations, which may have unpredictable financial results;

•in connection with acquisitions, we have recorded significant goodwill and other intangible assets on our balance sheet. If we are not able to realize the value of these assets, we may be required to incur charges relating to the impairment of these assets; and

•we may have interests that diverge from those of strategic partners and we may not be able to direct the management and operations of the strategic relationship in the manner we believe is most appropriate, exposing us to additional risk.

We continually assess the strategic fit of our existing businesses and may divest or otherwise dispose of businesses that are deemed not to fit with our strategic plan or are not achieving the desired return on investment, and we cannot be certain that our business, operating results and financial condition will not be materially and adversely affected.

A successful divestiture depends on various factors, including our ability to effectively transfer liabilities, contracts, facilities and employees to any purchaser, identify and separate the intellectual property to be divested from the intellectual property that we wish to retain, reduce fixed costs previously associated with the divested assets or business, and collect the proceeds from any divestitures. In addition, if customers of the divested business do not receive the same level of service from the new owners, this may adversely affect our other businesses to the extent that these customers also purchase other products offered by us. All of these efforts require varying levels of management focus and resources, which may divert our attention from other business operations. If we do not realize the expected benefits of any divestiture transaction, our consolidated financial position, results of operations and cash flows could be negatively impacted. In addition, divestitures of businesses involve a number of risks, including significant costs and expenses, the loss of customer relationships, and a decrease in revenues and earnings associated with the divested business. Furthermore, divestitures potentially involve significant post-closing separation activities, which could involve the expenditure of material financial resources and significant employee resources. In addition, we may in some cases agree to hold the other party harmless against certain losses arising from a breach of representations or covenants, including specified environmental matters and certain income taxes arising prior to the date of acquisition, which also could involve the expenditure of material financial resources. Any divestiture may result in a dilutive impact to our future earnings if we are unable to offset the dilutive impact from the loss of

25

revenue associated with the divestiture, as well as significant write-offs, including those related to goodwill and other intangible assets, which could have a material adverse effect on our results of operations and financial condition.

We are required to abide by potentially significant restrictions under the Fortive Transaction Tax Matters Agreement which could limit our ability to undertake certain corporate actions (such as the issuance of Altra common stock or the undertaking of a merger or consolidation) that otherwise could be advantageous.

To preserve the tax-free treatment to Fortive and/or its stockholders of the Distribution and certain related transactions, under the Tax Matters Agreement, we are restricted from taking certain actions that could prevent such transactions from being tax-free. These restrictions may limit our ability to pursue certain strategic transactions or engage in other transactions, including using Altra common stock to make acquisitions and in connection with equity capital market transactions that might increase the value of our business.

General Risk Factors

We are subject to tax laws and regulations in many jurisdictions and the inability to successfully defend claims from taxing authorities related to our current or acquired businesses could adversely affect our operating results and financial position.

We conduct business in many countries, which requires us to interpret the income tax laws and rulings in each of those taxing jurisdictions. Due to the subjectivity of tax laws between those jurisdictions as well as the subjectivity of factual interpretations, our estimates of income tax liabilities may differ from actual payments or assessments. Claims from taxing authorities related to these differences could have an adverse impact on our operating results and financial position. Moreover, changes to tax laws and regulations in the U.S. or other countries where we do business could have an adverse effect on our operating results and financial position.

Global economic changes or continued volatility and disruption in global financial markets could significantly impact our customers and suppliers, weaken the markets we serve and harm our operations and financial performance.

Global economic and financial market conditions have been weak and/or volatile in recent years, and those conditions have adversely affected our business operations and are expected to continue to adversely affect our business. The continued impact of the COVID-19 pandemic on the global economy as a whole will depend on future events. A weakening of current conditions or a future downturn may adversely affect our future results of operations and financial condition. Weak, challenging or volatile economic conditions in the end markets, businesses or geographic areas in which we sell our products could reduce demand for products and result in a decrease in sales volume for a prolonged period of time, which would have a negative impact on our future results of operations. The recent surges in COVID-19 cases due to new variants of the virus and the resurgence of inflation brought on by labor and supply shortages may have an adverse impact upon our business. Should these conditions persist for a prolonged period, this could result in a material adverse effect on our results of operations.

New or more stringent government regulations or standards designed to address climate change could increase our operational costs and severe weather associated with a changing climate could negatively impact our operations and those of our customers and suppliers.

We are subject to domestic and foreign regulations and standards governing emissions controls which are, in part, designed to address climate change. Due to increasing global concern over the effects of climate change, new or more stringent regulations and standards may be mandated. In addition, various stakeholders may demand additional controls beyond what is required by such regulations or standards. Tighter emissions controls as a result of these actions could increase our operational costs and could lead to disruptions in our operations as compliance is attained. Severe weather associated with a changing climate could also negatively impact the operation of our facilities, as well as those of our customers and suppliers.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The number, type, location and size of the materially important physical properties used by our operations as of December 31, 2021, are shown in the following charts, by segment.

	Number and Nature of Facilities						Square footage
	Manufacturing		Corporate Support		Total		Owned		Leased
Power Transmission Technologies		38		37		75		1,796,192		1,148,064
Automation & Specialty		36		24		60		994,482		607,380
Corporate(1)		—		2		2		104,288		15,204

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	Locations										Expiration dates of  Leased Facilities (in years)
	North America		Europe		Asia		Other		Total		Minimum		Maximum
Power Transmission Technologies		24		28		20		3		75		—		10
Automation & Specialty		20		20		19		1		60		—		26
Corporate(1)		2		—		—		—		2		4		4

(1) Corporate headquarters, shared services center, selective engineering functions and selective customer service functions.

We believe our owned and leased facilities are well-maintained and suitable for our operations.

Item 3. Legal Proceedings

We are, from time to time, subject to a variety of litigation and other legal and regulatory claims incidental to our business. We cannot predict the outcome of these lawsuits, legal proceedings and claims with certainty. Based on our experience, current information and applicable law, we do not believe that these proceedings and claims will have a material adverse effect on our business, financial condition and results of operations.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock trades on the NASDAQ Global Market under the symbol “AIMC”. As of February 28, 2022, the number of holders on record of our common stock was approximately 95.

Dividends

The Company declared and paid dividends of $0.30 per share of common stock for the year ended December 31, 2021. The Company declared and paid dividends of $0.31 per share of common stock for the year ended December 31, 2020.

On February 9, 2022, the Company declared a dividend of $0.08 per share for the quarter ended March 31, 2022, payable on April 4, 2022 to stockholders of record as of March 17, 2022. See Note 18 to the consolidated financial statements.

Future declarations of quarterly cash dividends are subject to approval by the Board of Directors and to the Board’s continuing determination that the declaration of dividends are in the best interest of the Company’s stockholders and are in compliance with all laws and agreements of the Company applicable to the declaration and payment of cash dividends.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table presents information concerning our equity compensation plans:

Plan category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)
	(a)		(b)		(c)
Equity compensation plans approved    by security holders(1)	1,069,070(2)		$	—		4,112,948
Equity compensation plans not approved    by security holders	n/a		n/a		n/a
Total		1,069,070	$	—		4,112,948

(1) The 2014 Omnibus Incentive Plan was approved by the Company’s stockholders at its 2014 annual meeting.

(2) Represents stock options and the maximum number of shares that may be issued under performance share awards that are outstanding as of December 31, 2021 based on achievement of the highest level of each applicable performance obligation.

Issuer Repurchases of Equity Securities

On October 19, 2016, our board of directors approved a share repurchase program authorizing the buyback of up to $30.0 million of the Company's common stock. This program expired effective December 31, 2019, and there were no share repurchases during the year ended December 31, 2021.

Performance Graph

The following graph compares the cumulative total stockholder return on our common stock for the 5-year period from December 31, 2016, through December 31, 2021, with the cumulative total return on shares of companies comprising the S&P Small

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Cap 600 Index and the S&P Small Cap 600 Capped Industrials Index in each case assuming an initial investment of $100, assuming dividend reinvestment.

 

Item 6. Reserved

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect the Company’s current estimates, expectations and projections about the Company’s future results, performance, prospects and opportunities. Forward-looking statements include, among other things, the information concerning the Company’s possible future results of operations including revenue, costs of goods sold, gross margin, future profitability, future economic improvement, business and growth strategies, financing plans, expected leverage levels, the Company’s competitive position and the effects of competition, the projected growth of the industries in which we operate, and the Company’s ability to consummate strategic acquisitions and other transactions. In addition, all statements regarding the anticipated effects of the novel coronavirus, or COVID-19, pandemic and the responses thereto, including the pandemic’s impact on general economic and market conditions, as well as on our business, customers, end markets, results of operations and financial condition and anticipated actions to be taken by management to sustain the Company during the economic uncertainty caused by the pandemic and related governmental and business actions, as well as other statements that are not strictly historic in nature are forward looking. Forward-looking statements include statements that are not historical facts and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “plan,” “may,” “should,” “will,” “would,” “project,” “forecast,” and similar expressions or variations. These forward-looking statements are based upon information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause the Company’s actual results, performance, prospects, or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Important factors that could cause the Company’s actual results to differ materially from the results referred to in the forward-looking statements the Company makes in this report include the risks associated with:

•the effects of intense competition in the markets in which we operate;

•the cyclical nature of the markets in which we operate;

•the Company’s ability to invest in new technologies and manufacturing techniques and to develop or adapt to changing technology and manufacturing techniques;

•political and economic conditions globally, nationally, regionally, and in the markets in which we operate;

•international operations, including currency risks;

•the loss of independent distributors on which we rely;

•the accuracy of estimated forecasts of OEM customers;

•the scope and duration of the COVID-19 global pandemic and its impact on global economic systems, our employees, sites, operations, customers, and supply chain, including the impact of the pandemic on manufacturing and supply capabilities throughout the world;

•disruption of our supply chain including the impact of the global semiconductor chip shortage;

•the disruption of the Company’s production or commercial activities;

•natural disasters, war, civil unrest, terrorism, fire, floods, tornadoes, earthquakes, hurricanes, pandemics, including, but not limited to, the COVID-19 pandemic, or other matters beyond the Company’s control;

•fluctuations in the costs of raw materials used in our products;

•work stoppages and other labor issues involving the Company’s facilities or the Company’s customers;

•the Company’s ability to retain key executives;

•the Company’s ability to recruit, retain and motivate key sales, marketing or engineering personnel;

•the Company’s ability to obtain or protect intellectual property rights and avoid infringing on the intellectual property rights of others;

•unplanned repairs or equipment outages;

•failure of the Company’s operating equipment or information technology infrastructure, including cyber-attacks or other security breaches, and failure to comply with data privacy laws or regulations;

•the Company’s ability to implement and maintain enhancements to its Enterprise Resource Planning (ERP) system;

•the Company’s exposure to renewable energy markets;

•the Company’s ability to achieve the efficiencies, savings and other benefits anticipated from our cost reduction, margin improvement, restructuring, plant consolidation and other business optimization initiatives;

•the Company’s ability to achieve its business plans, including with respect to an uncertain economic environment;

•global economic changes and continued volatility and disruption in global financial markets;

•adverse conditions in the credit and capital markets limiting or preventing the Company’s and its customers’ and suppliers’ ability to borrow or raise capital;

•changes in market conditions that would result in the impairment of goodwill, indefinite lived intangibles or other assets of the Company;

•any negative effects of the Company’s leverage, which could adversely affect its financial health;

•the significant operating and financial restrictions imposed by the Credit Agreement;

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•the Company’s exposure to variable interest rates and foreign currency exchange rates, including risks related to transitioning from LIBOR to a replacement alternative reference rate and risks related to the use of hedging arrangement to manage interest rate and currency risk;

•changes in accounting rules and standards, audits, compliance with the Sarbanes-Oxley Act, and regulatory investigations;

•changes to trade policies, legislation, treaties, regulations and tariffs both in and outside of the United States;

•exposure to United Kingdom political developments, including the effect of its withdrawal from the European Union, and the uncertainty surrounding the effect of Brexit and related negative developments in the European Union and elsewhere;

•defects, quality issues, inadequate disclosure or misuse with respect to our products and capabilities and related potential product liability claims;

•the outcome of litigation to which the Company is a party from time to time;

•changes in labor or employment laws;

•environmental laws and regulations and the Company’s failure to comply with such laws;

•tax laws and regulations in various jurisdictions to which the Company is subject and the inability to successfully defend claims from taxing authorities related to the Company’s current or acquired businesses;

•changes in the Company’s tax rates or exposure to additional income tax liabilities or assessments, as well as audits by tax authorities;

•changes in volatility of the Company’s stock price and the risk of litigation following a decline in the price of the Company’s stock;

•the Company’s ability to successfully execute, manage and integrate key acquisitions and mergers, including the Nook acquisition and the Fortive Transaction;

•the risks associated with the Company’s ability to successfully divest or otherwise dispose of businesses that that are deemed not to fit with our strategic plan or are not achieving the desired return on investment;

•the Company’s debt and access to capital, credit ratings, indebtedness, and ability to raise additional capital and operate under the terms of the Company’s debt obligations;

•restrictions relating to the tax free treatment of the Fortive Transaction; and

•other factors, risks, and uncertainties referenced in the Company’s filings with the Securities and Exchange Commission, including the “Risk Factors” set forth in this document.

ALL FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE OF THIS REPORT. EXCEPT AS REQUIRED BY LAW, WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE OR RELEASE ANY REVISIONS TO THESE FORWARD-LOOKING STATEMENTS TO REFLECT ANY EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THIS REPORT OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS. ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO US OR ANY PERSON ACTING ON THE COMPANY’S BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS CONTAINED OR REFERRED TO IN THIS SECTION AND IN OUR RISK FACTORS SET FORTH IN PART I, ITEM 1A OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K AND IN OTHER REPORTS FILED WITH THE SEC BY THE COMPANY.

The following discussion of the financial condition and results of operations of Altra Industrial Motion Corp. and its subsidiaries should be read together with the consolidated financial statements of Altra Industrial Motion Corp. and its subsidiaries and related notes included elsewhere in the this Annual Report on Form 10-K. The following discussion includes forward-looking statements. For a discussion of important factors that could cause actual results to differ materially from the results referred to in the forward-looking statements, see “Forward-Looking Statements” and “Risk Factors”. Unless the context requires otherwise, the terms “Altra,” “Altra Industrial Motion Corp.,” “the Company,” “we,” “us” and “our” refer to Altra Industrial Motion Corp. and its subsidiaries.

The following generally discusses 2021 and 2020 items and year-to-year comparison between 2021 and 2020. Discussion of historical items and year-to-year comparisons between 2020 and 2019 that are not included in this discussion can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 26, 2021.

General

We are a leading global designer, producer and marketer of a wide range of electromechanical power transmission motion control (“PTMC”) products. Our technologies are used in various motion related applications and across a wide variety of high-volume manufacturing and non-manufacturing processes in which reliability and precision are critical to avoid costly down time and enhance the overall efficiency of operations.

We market our products under well recognized and established brands, which have been in existence for an average of over 85 years. We serve a diversified group of customers comprised of over 1,000 direct original equipment manufacturers (“OEMs”) including GE, Honeywell and Siemens, and also benefit from established, long-term relationships with leading industrial distributors, including Applied Industrial Technologies, Grainger, and Motion Industries. Many of our customers operate globally across a large

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number of industries, ranging from transportation, turf and agriculture, energy and mining to factory automation, medical and robotics. Our relationships with these customers often span multiple decades, which we believe reflects the high level of performance, quality and service we deliver, supplemented by the breadth of our offering, vast geographic footprint and our ability to rapidly develop custom solutions for complex customer requirements.

On October 1, 2018, Altra consummated the Fortive Transaction and acquired the A&S Business for an aggregate purchase price of approximately $2,855.7 million, subject to certain post-closing adjustments, which consisted of $1,400.0 million of cash and debt instruments transferred to Fortive and shares of Altra common stock received by Fortive shareholders valued at approximately $1,455.7 million. The initial accounting for the Fortive Transaction (including the allocation of the purchase price to acquired assets and liabilities) was completed during the year ended December 31, 2019.

Business Outlook

Our future financial performance depends, in large part, on conditions in the markets that we serve and on conditions in the U.S., European, and global economies in general. In the year ended December 30, 2021, our team was required to manage through a challenging environment, including supply chain constraints, labor shortages, inflation pressures, and the continued impact of COVID-19. Despite these challenges, our businesses experienced broad-based demand trends which contributed to strong backlog levels. Moreover, our strong cash generation allowed us to make continued progress de-levering our balance sheet by paying down a total of $155 million of debt in 2021.

Looking ahead to 2022, we expect continued strength across most of our end markets. We enter the year with strong backlog levels and have implemented several pricing initiatives that we expect will improve profitability in the coming quarters. However, we anticipate the first half of 2022 will continue to be constrained by headwinds from inflation, labor availability and supply chain challenges. We will remain focused on leveraging the Altra Business System to drive organic growth initiatives, to integrate the Nook business, and to execute on our strategy to position Altra as a resilient premier industrial company for the long-term.

Critical Accounting Policies and Significant Accounting Estimates

The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). This requires management to make estimates and assumptions that affect reported amounts and related disclosures. The methods, estimates and judgments we use in applying our critical accounting policies have a significant impact on the results we report in our financial statements. We evaluate our estimates and judgments on an on-going basis. Our estimates are based upon historical experience and assumptions that we believe are reasonable under the circumstances. Our experience and assumptions form the basis for our judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may vary from what our management anticipates and different assumptions or estimates about the future could change our reported results.

Our significant accounting policies are discussed in Note 1 to the financial statements. We believe the following accounting policies and estimates are the most critical in that they are important to the financial statements and they require the most difficult, subjective or complex judgments in the preparation of the financial statements.

Inventory. Inventories are generally stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) method. The cost of inventory includes direct materials, direct labor, and production overhead. We state inventories acquired through acquisitions at their fair value at the date of acquisition based on the replacement cost of raw materials, the sales price of the finished goods less an appropriate amount representing the expected profitability from selling efforts, and, for work-in-process, the sales price of the finished goods less an appropriate amount representing the expected profitability from selling efforts and costs to complete.

We periodically review our quantities of inventories on hand and compare these amounts to the historical and expected usage of each particular product or product line. We record as a charge to cost of sales any amounts required to reduce the carrying value of inventories to net realizable value.

We record an inventory excess and obsolescence reserve for obsolete, excess and slow-moving inventory. In calculating our inventory excess and obsolescence reserve, we analyze historical and projected data regarding customer demand within specific product categories and make assumptions regarding economic conditions within customer specific industries, as well as product changes. Our accounting estimate related to inventory excess and obsolescence is a critical accounting estimate because our assumptions are based on factors that can be variable and largely beyond our control, and changes in our reserve for inventory excess and obsolescence could materially affect our results of operations.

Business Combinations. Business combinations are accounted for at fair value. Acquisition costs are generally expensed as incurred and recorded in selling, general and administrative expenses. The accounting for business combinations is a critical accounting estimate because it requires estimates and judgment as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair value for assets and liabilities

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acquired. The fair value assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill, or require acceleration of the amortization expense of finite-lived intangible assets

Goodwill, Intangibles and other long-lived assets. In connection with our acquisitions, goodwill and intangible assets were identified and recorded at fair value. We recorded intangible assets for customer relationships, trade names and trademarks, product technology, patents, in-process research and development (“IPR&D”) and goodwill. In valuing the customer relationships, trade names and trademarks and product technology, we utilized variations of the income approach. The income approach was considered the most appropriate valuation technique because the inherent value of these assets is their ability to generate current and future income. The income approach relies on historical financial and qualitative information, as well as assumptions and estimates for projected financial information. Projected financial information is subject to risk if our estimates are incorrect. The most significant estimate relates to our projected revenues and profitability. If we do not meet the projected revenues and profitability used in the valuation calculations then the intangible assets could be impaired. In determining the value of customer relationships, we reviewed historical customer attrition rates which were determined to be approximately 1% - 12% per year. Most of our customers tend to be long-term customers with very little turnover. While we do not typically have long-term contracts with customers, we have established long-term relationships with customers which make it difficult for competitors to displace us. Additionally, we assessed historical revenue growth within our industry and customers’ industries in determining the value of customer relationships. The value of our customer relationships intangible asset could become impaired if future results differ significantly from any of the underlying assumptions. This could include a higher customer attrition rate or a change in industry trends such as the use of long-term contracts which we may not be able to obtain successfully. Customer relationships and product technology and patents are considered finite-lived assets, with estimated lives ranging from 4 to 29 years. The estimated lives were determined by calculating the number of years necessary to obtain 95% of the value of the discounted cash flows of the respective intangible asset.

Goodwill, trademarks, IPR&D and the majority of our trade names are considered indefinite lived assets. Our trade names and our trademarks identify us and differentiate us from competitors, and therefore competition does not limit the useful life of these assets. Additionally, we believe that our trade names and trademarks will continue to generate product sales for an indefinite period.

Accounting standards require that an annual goodwill impairment assessment be conducted at the reporting unit level using either a quantitative or qualitative approach. The Company has determined that its Power Transmission Technologies (“PTT”) reporting segment is comprised of three reporting units. The Company has also determined that its A&S Business reporting segment is comprised of four reporting units.

In connection with the Company’s annual impairment review, goodwill is assessed for impairment by comparing the fair value of the reporting unit to the carrying value. The Company’s measurement date is October 31st. The Company determines the fair value of its reporting units using the discounted cash flow model and, where appropriate, the Company also uses the market approach. The determination of the fair value using the discounted cash flow model requires management to make significant estimates and assumptions related to forecasts of future revenues, profit margins, and discount rates. The determination of the fair value using the market approach requires management to make significant assumptions related to earnings before interest, taxes, depreciation, and amortization (EBITDA) multiples. The Company estimates future cash flows based upon historical results and current market projections, discounted at a market comparable rate. An impairment loss would be recognized to the extent that a reporting unit’s carrying amount exceeded its deemed fair value.

Management believes the preparation of revenue and profitability growth rates for use in the long-range plan and the discount rate requires significant use of judgment. If any of our reporting units do not meet our forecasted revenue and/or profitability estimates, we could be required to perform an interim goodwill impairment analysis in future periods. In addition, if our discount rate increases, we could be required to perform an interim goodwill impairment analysis.

For our indefinite lived intangible assets, mainly trademarks, we estimate the fair value by first estimating the total revenue attributable to the trademarks. Second, we estimate an appropriate royalty rate using the return on assets method by estimating the required financial return on our assets, excluding trademarks, less the overall return generated by our total asset base. The return as a percentage of revenue provides an indication of our royalty rate. We compared the estimated fair value of the trademarks with the carrying value of the trademarks and did not identify any impairment as of the annual impairment date or for any of the periods presented.

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Long-lived assets, including definite-lived intangible assets are reviewed for impairment when events or circumstances indicate that the carrying amount of a long lived asset may not be recovered. Long-lived assets are considered to be impaired if the carrying amount of the asset exceeds the undiscounted future cash flows expected to be generated by the asset over its remaining useful life. If an asset is considered to be impaired, the impairment is measured by the amount by which the carrying amount of the asset exceeds its fair value, and is charged to results of operations at that time.

Management continuously monitors for events and circumstances that could negatively impact the key assumptions in determining fair value. While management believes the judgements and assumptions used in the impairment tests are reasonable, management considers it a critical accounting estimate because different assumptions or changes in general industry and economic conditions could change the estimated fair values and, therefore, future impairment charges could be required, which could be material to the financial statements. Refer to Note 7 for additional discussion and results of the Company’s annual impairment review.

Recent Accounting Standards

See the discussion of significant accounting policies in Note 1 of the consolidated financial statements for the year ended December 31, 2021.

Results of Operations.

Amounts in millions, except percentage data

	Years Ended December 31,
	2021			2020			2019
Net sales	$	1,899.8		$	1,726.0		$	1,834.1
Cost of sales		1,224.4			1,103.6			1,177.8
Gross profit		675.4			622.4			656.3
Gross profit percentage		35.6	%		36.1	%		35.8	%
Selling, general and administrative expenses		368.7			332.2			359.0
Impairment charges		142.4			147.5			—
Research and development expenses		63.9			57.8			59.1
Restructuring costs		3.0			7.4			14.1
Income from operations		97.4			77.5			224.1
Interest expense, net		94.5			72.1			73.8
Other non-operating (income) expense, net		(4.9	)		1.4			2.1
Income before income taxes		7.8			4.0			148.2
(Benefit)/Provision for income taxes		(19.9	)		29.5			21.0
Net income/(loss)	$	27.7		$	(25.5	)	$	127.2

Segment Performance.

Amounts in millions, except percentage data

	Years Ended December 31,
	2021			2020			2019
Net Sales:
Power Transmission Technologies	$	924.8		$	818.6		$	907.7
Automation & Specialty		979.0			911.8			931.0
Intra-segment eliminations		(4.0	)		(4.4	)		(4.6	)
Net sales	$	1,899.8		$	1,726.0		$	1,834.1
Income from operations:
Segment earnings:
Power Transmission Technologies	$	128.6		$	97.5		$	113.5
Automation & Specialty		(8.3	)		(10.4	)		132.3
Corporate		(19.9	)		(2.2	)		(7.6	)
Restructuring and consolidation costs		(3.0	)		(7.4	)		(14.1	)
Income from operations	$	97.4		$	77.5		$	224.1

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Year Ended December 31, 2021 Compared with Year Ended December 31, 2020

Amounts in millions, except percentage data	Years Ended December 31,
	2021		2020		Change		%
Net sales	$	1,899.8	$	1,726.0	$	173.8		10.1	%

Net Sales. The increase in net sales during the year ended December 31, 2021 when compared to the year ended December 31, 2020 is primarily due to strength across most end markets, especially the turf and garden, factory automation, fork-lift truck and agriculture end markets. Changes in foreign exchange and price had a favorable impact on net sales of $37.6 million and $30.1 million, respectively, for the year ended December 31, 2021.

Amounts in millions, except percentage data	Years Ended December 31,
	2021			2020			Change		%
Gross profit	$	675.4		$	622.4		$	53.0		8.5	%
Gross profit as a percent of net sales		35.6	%		36.1	%

Gross profit. The decrease in gross profit as a percentage of net sales during the year ended December 31, 2021 when compared to the year ended December 31, 2020 was primarily due to increasing costs associated with logistics, supply chain and labor. In addition, we experienced unfavorable product mix in 2021 due to slowness in China for class 8 heavy duty trucks and strong COVID-19 related medical sales in 2020. Changes in foreign exchange and price had a favorable impact on gross profit of $14.2 million and $30.1 million, respectively, for the year ended December 31, 2021.

Amounts in millions, except percentage data	Years Ended December 31,
	2021			2020			Change		%
Selling, general and administrative expense (“SG&A”)	$	368.7		$	332.2		$	36.5		11.0	%
SG&A as a percent of net sales		19.4	%		19.2	%

Selling, general and administrative expenses. The increase in SG&A during the year ended December 31, 2021 when compared to the year ended December 31, 2020 was primarily driven by expenses returning that were eliminated, reduced or deferred in the prior year such as reinstating merit increases, increased healthcare expenses and backfilling open positions. Foreign exchange had an unfavorable impact on SG&A of $5.7 million.

Amounts in millions, except percentage data	Years Ended December 31,
	2021		2020		Change		%
Research and development expenses (“R&D”)	$	63.9	$	57.8	$	6.1		10.6	%

Research and development expenses. The increase in R&D during the year ended December 31, 2021 when compared to the year ended December 31, 2020 was primarily due to expenses returning that were deferred, such as reinstating merit increases and backfilling open positions. Foreign exchange had an unfavorable impact of approximately $1.3 million for the year ended December 31, 2021. We expect research and development costs to be approximately 2.5% - 3.5% of sales in future periods.

Amounts in millions, except percentage data	Years Ended December 31,
	2021		2020		Change			%
Restructuring costs	$	3.0	$	7.4	$	(4.4	)		(59.5	)%

Restructuring costs. During the quarter ended September 30, 2017, we commenced a restructuring plan (“2017 Altra Plan”) as a result of Altra’s purchase of Stromag (the “Stromag Acquisition”) and to rationalize our global renewable energy business. The actions taken pursuant to the 2017 Altra Plan included reducing headcount, facility consolidations and the elimination of certain costs. The total 2017 Altra Plan savings are in line with our expectations. We do not expect to incur any additional material costs as a result of the 2017 Altra Plan.

During 2019, we commenced a restructuring plan (“2019 Altra Plan”) to drive efficiencies, reduce the number of facilities and optimize our operating margin. We have incurred and expect to incur expenses related to workforce reductions, lease termination costs and other facility rationalization costs. We expect to incur an additional $1 - $2 million in restructuring expenses under the 2019 Altra Plan over the next 2 years, primarily related to plant consolidation and headcount reductions. We achieved savings of $4.1 million during the year ended December 31, 2021 under the 2019 Altra Plan and estimate additional future savings to be approximately $1 - $2 million over the next 2 years. The cost savings for the year ended December 31, 2021 were recognized as improvements in SG&A and cost of sales of approximately $1.5 million and $2.6 million, respectively.

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Amounts in millions, except percentage data	Years Ended December 31,
	2021		2020		Change		%
Interest expense, net	$	94.5	$	72.1	$	22.4		31.1	%

Interest expense. The increase in interest expense during the year ended December 31, 2021 when compared to the year ended December 31, 2020 was primarily due to the write-off of debt issuance costs related to the extinguishment of the 2018 Term Loan Facility (as defined below) of approximately $15.4 million of non-cash interest expense. In addition, in connection with the new Credit Agreement (as defined below), we reclassified the remaining balance of the unrealized loss from the termination of the interest rate swap from accumulated other comprehensive income (loss) to interest expense of approximately $14.9 million of non-cash interest expense. The increase in interest expense was partially offset by a decrease in cash interest expense due to the impact of debt paydowns of approximately $150.0 million under the 2018 Credit Agreement (as defined below) and $5.0 million under the new Credit Agreement. We expect our interest expense in 2022 to continue to decrease as additional principal payments on our debt are made.

Amounts in millions, except percentage data	Years Ended December 31,
	2021			2020			Change			%
(Benefit)/Provision for income taxes	$	(19.9	)	$	29.5		$	(49.4	)		(167.5	)%
(Benefit)/Provision for income taxes as a percent of income before  income taxes		(255.1	)%		737.5	%

(Benefit)/Provision for income taxes. The benefit for income tax as a percentage of income before income taxes increased during the year ended December 31, 2021 when compared to the year ended December 31, 2020. The provision for income tax as a percent of income before income taxes during the year ended December 31, 2020 was impacted by a $139.1 million non-cash impairment charge recorded at the JVS reporting unit in the United States and China. The benefit for income tax as a percent of income before income taxes during the year ending December 31, 2021 was impacted by a $142.4 million non-cash impairment charge recorded related to the classification of the JVS business as an asset held for sale and by a $2.8 million provision related to disallowed executive compensation. We expect our provision for income taxes before discrete items to be approximately 21% to 23% in future periods.

Segment Performance

Power Transmission Technologies

Net sales in the Power Transmission Technologies segment were $924.8 million in the year ended December 31, 2021, an increase of approximately $106.2 million or 13.0%, from the year ended December 31, 2020. The increase was primarily due to the broad based strength across most of our end markets, especially the material handling, turf and garden and agriculture end markets. In addition, changes in foreign currency exchange rates for the year ended December 31, 2021 had a favorable impact on net sales of $19.6 million. Price had a favorable impact on net sales for the year ended December 31, 2021 of $21.6 million. Segment operating income increased by approximately $31.1 million compared to the prior year, which was primarily driven by the increase in net sales and was partially offset by increasing costs from logistics, supply chain and labor.

Automation & Specialty

Net sales in the Automation & Specialty business segment were $979.0 million in the year ended December 31, 2021, an increase of approximately $67.2 million from the year ended December 31, 2020. The increase was primarily due to strength in the factory automation and marine end markets. Changes in foreign exchange and price had a favorable impact on net sales of $18.0 million and $8.5 million, respectively, for the year ended December 31, 2021. The increase was partially offset by a decline in the heavy-duty truck end market and the medical end market. The A&S segment had a loss from operations for the year ended December 31, 2021 due to the non-cash impairment charge of $142.4 million recorded in the fourth quarter of 2021 at the JVS reporting unit related to the held for sale classification. Similarly, for the year ended December 31, 2020, the Company recorded non-cash impairment charges of $8.4 million and $139.1 million for indefinite-lived intangible assets and goodwill, respectively. Excluding the impact of these non-cash impairment charges in 2020 and 2021, income from operations would have decreased by approximately $3.0 million for the year ended December 31, 2021 as compared to the prior year, primarily due to increasing costs from logistics, supply chain and labor, partially offset by the increase in sales.

Liquidity and Capital Resources

Overview

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We finance our capital and working capital requirements through a combination of cash flows from operating activities and borrowings under the Revolving Credit Facility (as defined below). At December 31, 2021, we have the ability under the Revolving Credit Facility to borrow an additional $390.2 million subject to satisfying customary conditions. We expect that our primary ongoing requirements for cash will be for working capital, debt service, capital expenditures, acquisitions, pensions, dividends and share repurchases.

We believe, based on current and projected levels of cash flows from operating activities, together with our ability to borrow under the Revolving Credit Facility (as defined herein), we have sufficient liquidity to meet our short-term and long-term needs to make required payments of interest on our debt, make amortization payments under the Credit Facilities (as defined herein), fund our operating needs, fund working capital and capital expenditure requirements and comply with the financial ratios in our debt agreements. In the event additional funds are needed for operations, we could attempt to obtain new debt and/or refinance existing debt, or attempt to raise capital in the equity markets. There can be no assurance, however, that additional debt or equity financing will be available on commercially acceptable terms, if at all.

Notes

On September 26, 2018, Stevens Holding Company, Inc., a wholly owned subsidiary of the Company (“Stevens Holding”), announced the pricing of $400 million aggregate principal amount of Stevens Holding’s 6.125% senior notes due 2026 (the “Notes”) in a private debt offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933 (the “Private Placement”). On October 1, 2018, the Private Placement closed, and Stevens Holding sold $150 million aggregate principal amount of the Notes (the “Primary Notes”) and an unaffiliated selling securityholder sold $250 million aggregate principal amount of the Notes (the “Selling Securityholder Notes”). The Notes will mature on October 1, 2026. Interest on the Notes accrues from October 1, 2018, and the first interest payment date on the Notes was April 1, 2019. The Notes may be redeemed at the option of Stevens Holding on or after October 1, 2023, in the manner and at the redemption prices specified in the indenture governing the Notes, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption. The Notes are guaranteed on a senior unsecured basis by Altra and certain of its domestic subsidiaries.

The unaffiliated selling securityholder received the Selling Securityholder Notes from Fortive prior to the closing of the Private Placement in exchange for certain outstanding Fortive debt held or acquired by the unaffiliated selling securityholder. Stevens Holding used the net proceeds of the Primary Notes to fund a dividend payment to Fortive prior to the consummation of the Merger, and Stevens Holding did not receive any proceeds from the sale of the Selling Securityholder Notes.

2021 Altra Credit Agreement

On November 17, 2021, the Company entered into a new Credit Agreement (the “Credit Agreement” or the "Altra Credit Agreement") with certain subsidiaries of the Company (together with the Company, the “Borrowers”) , the lenders party to the Credit Agreement from time to time (collectively, the “Lenders”), Bank of Montreal as administrative agent (the “Administrative Agent”), as sustainability structuring agent and collateral agent thereunder, and under the security and guarantee documents for the Lenders, and BMO Capital Markets Corp., Citizens Bank, N.A., JPMorgan Chase Bank, N.A., and Wells Fargo Securities, LLC as joint lead arrangers and joint bookrunners. Pursuant to the Credit Agreement, the Lenders made available to the Borrowers a term loan facility of $400.0 million (the “Term Loan Facility” or "Term Loan" or “Term Loan A”) and a revolving credit facility of $1,000.0 million (the “Revolving Credit Facility” or "Revolver", and together with the Term Loan Facility, the “Credit Facilities”). The aggregate proceeds of the Credit Facilities were used to repay in full and extinguish all outstanding indebtedness for borrowed money under the 2018 Credit Agreement. The amounts available under the Credit Facilities are to be available for general corporate purposes and to repay existing indebtedness. The stated maturity of both of the Credit Facilities is November 17, 2026, and there are scheduled quarterly principal payments due on the outstanding amount of the Term Loan Facility.

The Credit Facilities are guaranteed on a senior secured basis by certain direct and indirect domestic subsidiaries of the Company (each a “Guarantor” and collectively the “Guarantors”; the Guarantors collectively with the Borrowers, the “Loan Parties”).

The amounts available under the Revolving Credit Facility may be drawn upon in accordance with the terms of the Credit Agreement. All amounts outstanding under the Credit Facilities are due on the stated maturity or such earlier time, if any, required under the Credit Agreement. The amounts owed under either of the Credit Facilities may be prepaid at any time, subject to usual notification and breakage payment provisions. Interest on the amounts outstanding under the Credit Facilities is calculated using either a Base Rate or Eurocurrency Rate, plus the applicable margin. The applicable margins for Eurocurrency Loans are between 1.000% to 1.750%, and for Base Rate Loans are between 0.000% and 0.750%. The amounts of the margins are calculated based on the Total Leverage Ratio (as defined in the Credit Agreement). A portion of the Revolving Credit Facility may be used for the issuance of letters of credit, and a portion of the amount of the Revolving Credit Facility is available for borrowings in certain agreed upon foreign currencies. The interest rate on the Credit Facilities was 1.590% at December 31, 2021.

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Revolving borrowings and issuances of letters of credit under the Revolving Credit Facility are subject to the satisfaction of customary conditions, including the accuracy of representations and warranties and the absence of defaults.

The Credit Agreement contains usual and customary representations and warranties, usual and customary affirmative and negative covenants and restrictions, which among other things, will require the Borrowers to provide certain financial reports to the Lenders, require the Borrowers to maintain certain financial covenants relating to consolidated leverage and interest coverage, and limit the ability of the Company and its subsidiaries to incur or guarantee additional indebtedness, pay dividends or make other equity distributions, purchase or redeem capital stock or debt, make certain investments, sell assets, engage in certain transactions, and effect a consolidation or merger. The obligations of the borrowers of the Credit Facilities under the Credit Agreement may be accelerated upon customary events of default, including non-payment of principal, interest, fees and other amounts, inaccuracy of representations and warranties, violation of covenants, cross default and cross acceleration, voluntary and involuntary bankruptcy or insolvency proceedings, inability to pay debts as they become due, material judgments, ERISA events, actual or asserted invalidity of security documents or guarantees and change in control.

Pursuant to the Credit Agreement, on November 17, 2021, the Loan Parties and the Administrative Agent entered into a Guarantee and Collateral Agreement (the “Guarantee and Collateral Agreement”), pursuant to which each Loan Party pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders, a security interest in all of its right, title and interest in, to and under all personal property, whether now owned by or owing to, or after acquired by or arising in favor of such Loan Party (including under any trade name or derivations), and whether owned or consigned by or to, or leased from or to, such Loan Party, and regardless of where located, except for specific excluded personal property identified in the Guarantee and Collateral Agreement (collectively, the “Collateral”). Notwithstanding the foregoing, the Collateral does not include, among other items, more than 65% of the capital stock of the first tier foreign subsidiaries of the Company. The Guarantee and Collateral Agreement contains other customary representations, warranties and covenants of the parties.

In connection with the Guarantee and Collateral Agreement, certain of the Loan Parties delivered a Patent Security Agreement and a Trademark Security Agreement in favor of the Administrative Agent pursuant to which each of the Loan Parties signatory thereto pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders, a security interest in all of its right, title and interest in, to and under all registered patents, patent applications, registered trademarks and trademark applications owned by such Loan Parties.

2018 Altra Credit Agreement

On October 1, 2018, the Company entered into a Credit Agreement (the “2018 Credit Agreement”) with certain subsidiaries of Altra, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and a syndicate of lenders. The 2018 Credit Agreement provided for a seven-year senior secured term loan to the Company in an aggregate principal amount of $1,340.0 million (the “2018 Term Loan Facility”) and a five-year senior secured revolving credit facility available to the Company and certain of its subsidiaries in an aggregate committed principal amount of $300.0 million (the “2018 Revolving Credit Facility” and together with the 2018 Term Loan Facility, the “2018 Credit Facilities”). The initial proceeds of the 2018 Term Loan Facility were used to (i) consummate the Direct Sales, (ii) repay in full and extinguish all outstanding indebtedness for borrowed money under the Company’s previous credit agreement and (iii) pay certain fees, costs, and expenses in connection with the consummation of the Fortive Transaction. Any proceeds of the 2018 Term Loan Facility not so used could be used for general corporate purposes and the proceeds of the 2018 Revolving Credit Facility were used for working capital and general corporate purposes.

The 2018 Credit Facilities were guaranteed on a senior secured basis by the Company and by each direct or indirect wholly owned domestic subsidiary of the Company, subject to certain customary exceptions.

Interest on the amounts outstanding under the 2018 Credit Facility was calculated using either an ABR Rate or Eurocurrency Rate, plus the applicable margin. In addition, the Company was required to pay fees per annum on the unused amount of the 2018 Revolving Credit Facility, based upon the applicable margin.

Revolving borrowings and issuances of letters of credit under the 2018 Revolving Credit Facility were subject to the satisfaction of customary conditions, including the accuracy of representations and warranties and the absence of defaults.

The 2018 Credit Agreement contained usual and customary representations and warranties, and usual and customary affirmative and negative covenants, including limitations on liens, investments, restricted payments, additional indebtedness and asset sales and mergers. In addition, the 2018 Credit Agreement required that the Company maintain a specified maximum senior secured leverage ratio and a specified minimum interest coverage ratio. The obligations of the borrowers of the 2018 Credit Facilities under the 2018 Credit Agreement also contained customary events of default.

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Working Capital Line of Credit

One foreign subsidiary of the Company has a line of credit used for operating purposes. As of December 31, 2021, the Company had 1.9 million Chinese RMB, or $0.3 million, outstanding on the line of credit.

Borrowings

Below is a summary of borrowings as of December 31, 2021 and 2020, respectively:

	Amounts in millions
	Years Ended December 31,
	2021		2020
Debt:
Term loan	$	400.0	$	1,030.0
Revolver		605.0		-
Notes		400.0		400.0
Mortgages and other		9.2		12.9
Finance leases		0.1		0.3
Total gross debt	$	1,414.3	$	1,443.2

Below is a reconciliation of net debt for the year ended December 31, 2021:

	Amounts in millions
	Years Ended December 31,
	2021			2020
Total gross debt	$	1,414.3		$	1,443.2
Cash		(246.1	)		(254.4	)
Net debt	$	1,168.2		$	1,188.8

Cash and Cash Equivalents

The following is a summary of our cash balances and cash flows (in millions) as of and for the years ended December 31, 2021 and 2020, respectively.

	2021			2020			Change
Cash and cash equivalents at the beginning of the year	$	254.4		$	167.3		$	87.1
Cash flows provided by operating activities		217.0			262.5			(45.5	)
Cash flows provided by (used in) in investing activities		(163.6	)		15.6			(179.2	)
Cash flows provided by (used in) financing activities		(52.5	)		(193.2	)		140.7
Effect of exchange rate changes on cash and cash equivalents		(9.2	)		2.2			(11.4	)
Cash and cash equivalents at the end of the year	$	246.1		$	254.4		$	(8.3	)

Cash Flows for 2021

Net cash provided by operating activities was approximately $217.0 million for the year ended December 31, 2021, a decrease of approximately $45.5 million as compared to the prior year. The decrease in net cash provided was primarily due to unfavorable changes in operating assets and liabilities of approximately $102.4 million, which reflect timing difference between the receipt and payment of cash associated with transactions and when they are recognized in our results of operations. The decrease was offset by net income of $27.7 million for the year ended December 31, 2021, compared to a net loss of $25.5 million for the year ended December 31, 2020, a $142.4 million non-cash held for sale impairment charge, a $25.7 million non-cash amortization of interest rate swap expense, and a $15.4 million non-cash loss on extinguishment of debt.

Net cash used in investing activities was approximately $163.6 million for the year ended December 31, 2021, an increase of approximately $179.2 million as compared to the prior year. The increase in net cash used was primarily due to the purchase of Nook Industries for $125.2 million, net of cash acquired, as well as increase in property, plant and equipment purchases. Additionally, during the first quarter of 2020 we terminated our cross-currency interest rate swap and received proceeds of $56.2 million.

Net cash used in financing activities was approximately $52.5 million for the year ended December 31, 2021, a decrease of approximately $140.7 million as compared to the prior year. The decrease in net cash used was primarily due to borrowings and paydowns on our debt during 2021 as compared to the prior year. During the year ended December 31, 2021, we repaid $1,030.0 million on our Term Loan B Facility offset by borrowings under our new Credit Agreement of $1,010.0, to which we repaid $5.0

39

million on our Revolving Credit Facility during the fourth quarter of 2021, compared to the prior year paydown of $160.0 million. Total debt paid in 2021 was $155.0 million, which was offset by $130.0 million borrowed under our Revolving Credit Facility to finance the acquisition of Nook Industries.

We intend to use our remaining cash and cash equivalents and cash flow from operations to provide for our working capital needs, to fund potential future acquisitions, to service our debt, including principal payments, for capital expenditures, for pension funding, and to pay dividends to our stockholders. As of December 31, 2021, we have approximately $168.6 million of cash and cash equivalents held by foreign subsidiaries. We believe our future operating cash flows will be sufficient to meet our future operating and investing cash needs. Furthermore, the existing cash balances and the availability of additional borrowings under our Altra Credit Facilities provide additional potential sources of liquidity should they be required.

Capital Expenditures

We made capital expenditures of approximately $40.6 million and $33.7 million in the years ended December 31, 2021 and 2020, respectively. The increase in capital expenditures during 2021 was due to purchases returning that were eliminated, reduced or deferred in the prior year related to the economic impact of the COVID-19 pandemic. These capital expenditures will support on-going business needs. In 2022, we expect capital expenditures to be in the range of $45.0 million to $50.0 million .

Long-Term Cash Requirements

Our cash requirements greater than twelve months include payments related to our debt obligations and operating and finance leases. Refer to Note 11 Long-Term Debt and Note 4 Leases in the Notes to Consolidated Financial Statements for further detail of our contractual obligations and the timing of expected future payments.

From time to time, we may have cash funding requirements associated with our pension plans. As of December 31, 2021, there were no funding requirements for 2022 to 2026. These amounts are based on actuarial assumptions and actual amounts could be materially different.

We may be required to make cash outlays related to our unrecognized tax benefits. However, due to the uncertainty of the timing of future cash flows associated with our unrecognized tax benefits, we are unable to make reasonably reliable estimates of the period of cash settlement, if any, with the respective taxing authorities.

Stock-based Compensation

The 2014 Omnibus Incentive Plan (the “2014 Plan”) was approved by the Company's stockholders at its 2014 annual meeting. The 2014 Plan provides for various forms of stock-based compensation to our directors, executive personnel and other key employees and consultants. Under the 2014 Plan, the total number of shares of common stock available for delivery pursuant to the grant of awards (“Awards”) was originally 750,000. Shares of our common stock subject to Awards or grants awarded under our prior 2004 Equity Incentive Plan and outstanding as of the effective date of the 2014 Plan (except for substitute awards) that terminate without being exercised, expire, are forfeited or canceled, are exchanged for Awards that did not involve shares of common stock, are not issued on the stock settlement of a stock appreciation right, are withheld by the Company or tendered by a participant (either actually or by attestation) to pay an option exercise price or to pay the withholding tax on any Award, or are settled in cash in lieu of shares will again be available for Awards under the 2014 Plan. An amendment to the 2014 Plan to, among other things, make an additional 2,200,000 shares of common stock available for grant under the 2014 Plan was approved by the Company’s stockholders at the special meeting of stockholders on September 4, 2018. An additional amendment to the 2014 Plan to, among other things, make an additional 3,000,000 shares of common stock available for grant under the 2014 Plan was approved by the Company’s stockholders at its 2020 annual meeting of stockholders on April 28, 2020.

As of December 31, 2021, there were 707.0 thousand shares of unvested restricted stock outstanding under the 2014 Plan. The remaining compensation cost to be recognized through 2024 is $19.8 million. Based on the stock price at December 31, 2021, of $51.57 per share, the intrinsic value of these awards as of December 31, 2021, was $36.5 million.

Income Taxes

We are subject to taxation in multiple jurisdictions throughout the world. Our effective tax rate and tax liability will be affected by a number of factors, such as the amount of taxable income in particular jurisdictions, the tax rates in such jurisdictions, tax treaties between jurisdictions, the extent to which we transfer funds between jurisdictions and repatriate income, and changes in law. Generally, the tax liability for each legal entity is determined either (a) on a non-consolidated and non-combined basis or (b) on a consolidated and combined basis only with other eligible entities subject to tax in the same jurisdiction, in either case without regard to the taxable losses of non-consolidated and non-combined affiliated entities. As a result, we may pay income taxes to some jurisdictions even though on an overall basis we incur a net loss for the period.

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Seasonality

General economic conditions impact our business and financial results, and certain of our businesses experience seasonal and other trends related to the industries and end markets that they serve. For example, sales to OEMs are often stronger immediately preceding and following the launch of new products. In addition, we experience seasonality in our turf and garden business. As our large OEM customers prepare for the spring season, our shipments generally start increasing in December, peak in February and March, and begin to decline in April and May. This allows our customers to have inventory in place for the peak consumer purchasing periods for turf and garden products. The June-through-November period is typically the low season for us and our customers in the turf and garden market. Seasonality is also affected by weather and the level of housing starts. However, as a whole, we are not subject to material seasonality.

Inflation

Inflation can affect the costs of goods and services we use. The majority of the countries that are of significance to us, from either a manufacturing or sales viewpoint, have recently experienced rising inflation, and there can be no assurance that inflation will moderate in future periods. The competitive environment in which we operate inevitably creates pressure on us to provide our customers with cost-effective products and services.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various market risk factors such as fluctuating interest rates, changes in foreign currency rates and changes in commodity prices. At present, we do not utilize any other derivative instruments to manage these risks.

Currency translation. We are exposed to market risk from changes in foreign currency exchange rates primarily in connection with our foreign subsidiaries. The results of operations of our foreign subsidiaries are translated into U.S. Dollars at the average exchange rates for each period concerned. The balance sheets of foreign subsidiaries are translated into U.S. Dollars at the exchange rates in effect at the end of each period. Any adjustments resulting from the translation are recorded as other comprehensive income. For the year ended December 31, 2021, approximately 46.3% of our revenues and approximately 53.4% of our total operating income were denominated in foreign currencies.

We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in foreign currency exchange rates from the quoted foreign currency exchange rates at December 31, 2021. As of December 31, 2021, the analysis indicated that such an adverse movement would cause our revenues and operating income to fluctuate by approximately 4.4% and 5.1%, respectively.

Currency transaction exposure. Currency transaction exposure arises where actual sales, purchases and financing transactions are made by a business or company in a currency other than its own functional currency. Any transactional differences at an international location are recorded in net income on a monthly basis. From time to time, the Company enters into contractual derivative arrangements to manage changes in market conditions, related foreign currency exposure and occasionally on commodity prices.

Interest rate risk. We are subject to market exposure to changes in interest rates on some of our financing activities. This exposure relates to borrowings under our Altra Credit Facilities that are subject to variable interest rates. Interest on the amounts outstanding under the credit facilities is calculated using the Eurodollar rate, plus the applicable margin. As of December 31, 2021, we had $1,005.0 million in borrowings under our Altra Credit Facilities. A hypothetical change in interest rates of 1% on our outstanding variable rate debt would increase our annual interest expense by approximately $10.1 million.

Commodity price exposure. We have exposure to changes in commodity prices principally related to metals including steel, copper and aluminum. We primarily manage our risk associated with such increases through the use of surcharges or general pricing increases for the related products. We do not engage in the use of financial instruments to hedge our commodities price exposure.

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Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Altra Industrial Motion Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Altra Industrial Motion Corp. and subsidiaries (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2021, and the related notes and the financial statement schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill —Thomson Reporting Unit — Refer to Notes 1 and 7 to the financial statements

Critical Audit Matter Description

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. The Company determines the fair value of its reporting units using the discounted cash flow model and for the Thomson reporting unit, the Company also used the market approach. The determination of the fair value using the discounted cash flow model requires management to make significant estimates and assumptions related to forecasts of future revenues, profit margins, and discount rates. The determination of the fair value using the market approach requires management to make significant assumptions related to earnings before interest, taxes, depreciation, and amortization (EBITDA) and revenue multiples. The goodwill balance was $1.6 billion as of December 31, 2021, of which $443.4 million was allocated to the Thomson reporting unit. The fair value of the Thomson reporting unit exceeded the carrying value by less than 10% as of the annual goodwill impairment date and, therefore, no impairment was recognized. All other reporting units had fair values that exceed their carrying value by 10% or more, as of the annual goodwill impairment date.

42

Given the significant estimates and assumptions management makes to estimate the fair value of the Thomson reporting unit and the sensitivity of Thomson operations to changes in certain markets, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to forecasts of future revenues, profit margins, EBITDA and revenue multiples, and the selection of the discount rate for Thomson required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasts of future revenues, profit margins, and EBITDA and revenue multiples (“forecasts”), and the selection of the discount rate for the Thomson reporting unit included the following, among others:

•We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of Thomson, such as controls related to management’s forecasts and selection of the discount rate.

•We evaluated management’s ability to accurately forecast by comparing actual results to management’s historical forecasts.

•We evaluated the reasonableness of management’s forecasts by comparing the forecasts to (1) historical results, (2) internal communications to management and the Board of Directors, and (3) external information.

•With the assistance of our fair value specialists, we evaluated the discount rate, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rate selected by management.

•With the assistance of our fair value specialists, we evaluated the EBITDA and revenue multiples, including testing the underlying source information and mathematical accuracy of the calculations, and comparing the multiples selected by management to its guideline companies.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 28, 2022

We have served as the Company's auditor since 2009.

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ALTRA INDUSTRIAL MOTION CORP.

Consolidated Balance Sheets

Amounts in millions, except share and per share amounts

	Years Ended December 31,
	2021			2020
ASSETS
Current assets:
Cash and cash equivalents	$	246.1		$	254.4
Trade receivables, less allowance for credit losses of $4.1 and $4.9 million at December 31, 2021 and 2020, respectively		224.5			240.8
Inventories		267.8			210.4
Income tax receivable		11.7			6.9
Assets held for sale		377.3			—
Prepaid expenses and other current assets		40.4			35.7
Total current assets		1,167.8			748.2
Property, plant and equipment, net		275.8			344.2
Intangible assets, net		1,057.2			1,459.6
Goodwill		1,564.0			1,596.0
Deferred income taxes		2.3			4.9
Other non-current assets		13.5			14.2
Operating lease right of use assets		50.0			41.0
Total assets	$	4,130.6		$	4,208.1
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	173.3		$	163.6
Accrued payroll		81.8			76.2
Accruals and other current liabilities		77.0			73.0
Income tax payable		6.0			17.9
Current portion of long-term debt		11.1			16.6
Liabilities held for sale		53.0			—
Operating lease liabilities		14.3			13.3
Total current liabilities		416.5			360.6
Long-term debt, net of current portion		1,401.0			1,408.1
Deferred income taxes		250.5			359.6
Pension liabilities		29.9			35.4
Long-term taxes payable		2.7			3.6
Other long-term liabilities		7.3			14.3
Operating lease liabilities, net of current portion		37.6			29.8
Stockholders’ equity:
Common stock ($0.001 par value, 120,000,000 shares authorized, 64,923,539 and   64,676,567 shares issued and outstanding at December 31, 2021 and 2020, respectively)		0.1			0.1
Additional paid-in capital		1,718.4			1,706.0
Retained earnings		277.6			269.5
Accumulated other comprehensive income/(loss)		(11.0	)		21.1
Total stockholders’ equity		1,985.1			1,996.7
Total liabilities and stockholders’ equity	$	4,130.6		$	4,208.1

The accompanying notes are an integral part of these consolidated financial statements.

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ALTRA INDUSTRIAL MOTION CORP.

Consolidated Statements of Operations

Amounts in millions, except per share data

	Years Ended December 31,
	2021			2020			2019
Net sales	$	1,899.8		$	1,726.0		$	1,834.1
Cost of sales		1,224.4			1,103.6			1,177.8
Gross profit		675.4			622.4			656.3
Operating expenses:
Selling, general and administrative expenses		368.7			332.2			359.0
Impairment charges		142.4			147.5			—
Research and development expenses		63.9			57.8			59.1
Restructuring costs		3.0			7.4			14.1
		578.0			544.9			432.2
Income from operations		97.4			77.5			224.1
Other non-operating income and expense:
Interest expense, net		94.5			72.1			73.8
Other non-operating (income)/expense, net		(4.9	)		1.4			2.1
		89.6			73.5			75.9
Income before income taxes		7.8			4.0			148.2
(Benefit)/Provision for income taxes		(19.9	)		29.5			21.0
Net income/(loss)	$	27.7		$	(25.5	)	$	127.2
Weighted average shares, basic		64.8			64.6			64.3
Weighted average shares, diluted		65.4			64.6			64.5
Net income/(loss) per share:
Basic	$	0.43		$	(0.39	)	$	1.98
Diluted	$	0.42		$	(0.39	)	$	1.97
Cash dividend declared per share	$	0.30		$	0.31		$	0.68

The accompanying notes are an integral part of these consolidated financial statements.

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ALTRA INDUSTRIAL MOTION CORP.

Consolidated Statements of Comprehensive Income

Amounts in millions, except per share data

	Years Ended December 31,
	2021			2020			2019
Net income/(loss)	$	27.7		$	(25.5	)	$	127.2
Other comprehensive income:
Change in fair value of interest rate swap, net of tax		—			(11.9	)		(9.9	)
Reclassification of interest rate swap, net of tax		21.5			6.9			—
Pension & other post retirement benefit obligation adjustment, net of tax		3.3			(2.6	)		(1.4	)
Reclassification adjustment of pension plan, net of tax		0.6			0.4			0.1
Change in fair value of net investment hedge, net of tax		—			31.2			19.8
Foreign currency translation adjustment		(57.5	)		87.0			(26.9	)
Total other comprehensive (loss)/income:		(32.1	)		111.0			(18.3	)
Total comprehensive (loss)/income	$	(4.4	)	$	85.5		$	108.9

The accompanying notes are an integral part of these consolidated financial statements.

46

ALTRA INDUSTRIAL MOTION CORP.

Consolidated Statements of Stockholders’ Equity

Amounts in millions, except per share data

	Common Stock		Shares		Additional Paid in Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
Balance at January 1, 2019	$	0.1		64.2	$	1,687.1	$	232.6		$	(71.6	)	$	1,848.2
Stock-based compensation and vesting of restricted stock		—		—		9.6		—			—			9.6
Net income		—		—		—		127.2			—			127.2
Dividends declared, $0.68 per share		—		—		—		(44.4	)		—			(44.4	)
Total comprehensive loss, net of tax		—		—		—		—			(18.3	)		(18.3	)
Balance at December 31, 2019	$	0.1		64.2	$	1,696.7	$	315.4		$	(89.9	)	$	1,922.3
Stock-based compensation and vesting of restricted stock		—		0.5		9.3		—			—			9.3
Net loss		—		—		—		(25.5	)		—			(25.5	)
Dividends declared, $0.31 per share		—		—		—		(20.4	)		—			(20.4	)
Total comprehensive income, net of tax		—		—		—		—			111.0			111.0
Balance at December 31, 2020	$	0.1		64.7	$	1,706.0	$	269.5		$	21.1		$	1,996.7
Stock-based compensation and vesting of restricted stock		—		0.1		10.2		—			—			10.2
Issuance of common stock upon exercise of options		—		0.1		2.2		—			—			2.2
Net income		—		—		—		27.7			—			27.7
Dividends declared, $0.30 per share		—		—		—		(19.6	)		—			(19.6	)
Total comprehensive loss, net of tax		—		—		—		—			(32.1	)		(32.1	)
Balance at December 31, 2021	$	0.1		64.9	$	1,718.4	$	277.6		$	(11.0	)	$	1,985.1

The accompanying notes are an integral part of these consolidated financial statements.

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ALTRA INDUSTRIAL MOTION CORP.

Consolidated Statements of Cash Flows

Amounts in millions

	Years Ended December 31,
	2021			2020			2019
Cash flows from operating activities
Net income/(loss)	$	27.7		$	(25.5	)	$	127.2
Adjustments to reconcile net income to net cash flows:
Depreciation		51.9			57.8			58.0
Amortization of intangible assets		70.4			69.8			70.4
Amortization of deferred financing costs		4.0			4.6			4.6
Loss on foreign currency, net		1.5			1.2			—
Accretion of debt discount		0.4			0.5			0.5
Non-cash amortization of interest rate swap expense		25.7			9.0			—
Impairment charges		142.4			147.5			—
Payment for interest rate swap settlement		—			(34.7	)		—
(Gain) Loss on disposals and other		(0.3	)		0.7			0.1
Loss on extinguishment of debt		15.4			—			—
Benefit for deferred taxes		(82.1	)		(28.3	)		(33.1	)
Stock based compensation		15.7			13.2			13.6
Changes in assets and liabilities, net of assets acquired:
Trade receivables		4.4			10.6			14.8
Inventories		(67.4	)		19.0			5.8
Accounts payable and accrued liabilities		37.0			18.8			(16.2	)
Other current assets and liabilities		(22.4	)		(4.5	)		14.6
Other operating assets and liabilities		(7.3	)		2.8			(4.4	)
Net cash provided by operating activities		217.0			262.5			255.9
Cash flows from investing activities
Purchase of property, plant and equipment		(40.6	)		(33.7	)		(51.7	)
Proceeds from sale of property		2.2			—			0.3
Proceeds from cross currency interest rate swap settlement		—			56.2			—
Investment in MTEK Industry AB		—			(5.0	)
Acquisition of Nook Industries, net of cash acquired		(125.2	)		—			—
A&S Business acquisition purchase price adjustment		—			(1.9	)		(29.5	)
Net cash provided by (used in) investing activities		(163.6	)		15.6			(80.9	)
Cash flows from financing activities
Payments of debt issuance costs		(3.7	)		—			—
Payments on Term Loan B Facility		(1,030.0	)		(160.0	)		(130.0	)
Payments on Revolving Credit Facility		(5.0	)		(100.0	)		—
Borrowing under Term Loan A Facility		400.0			—			—
Borrowing under Revolving Credit Facility		610.0			100.0			—
Dividend payments		(18.3	)		(27.8	)		(44.4	)
Payments of equipment, working capital notes, mortgages and other debt		(5.9	)		(1.5	)		(1.1	)
Proceeds from equipment, working capital notes, mortgages and other debt		3.7			—			1.6
Shares surrendered for tax withholding		(5.5	)		(3.9	)		(4.0	)
Proceeds from issuance of common stock upon exercise of options		2.2			—			—
Net cash used in financing activities		(52.5	)		(193.2	)		(177.9	)
Effect of exchange rate changes on cash and cash equivalents		(9.2	)		2.2			1.2
Net change in cash and cash equivalents		(8.3	)		87.1			(1.7	)
Cash and cash equivalents at beginning of year		254.4			167.3			169.0
Cash and cash equivalents at end of year	$	246.1		$	254.4		$	167.3
Cash paid during the year for:
Interest paid on borrowings	$	49.3		$	58.1		$	68.8
Income taxes paid		82.3			61.7			45.4
Non-cash Financing and Investing:
Nook Industries purchase price holdback	$	8.2		$	—		$	—
Acquisition of property, plant and equipment included in accounts payable		6.8			4.3			3.9

The accompanying notes are an integral part of these consolidated financial statements

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ALTRA INDUSTRIAL MOTION CORP.

Notes to Consolidated Financial Statements

Amounts in millions (unless otherwise noted)

1. Description of Business and Summary of Significant Accounting Policies

Basis of Preparation and Description of Business

Headquartered in Braintree, Massachusetts, Altra Industrial Motion Corp. (the “Company”) is a leading global designer, producer and marketer of a wide range of electro-mechanical power transmission motion control (“PTMC”) products. The Company brings together strong brands with production facilities in 16 countries. Altra’s leading brands currently include Ameridrives Couplings, Bauer Gear Motor, Bibby Turboflex, Boston Gear, Delroyd Worm Gear, Formsprag Clutch, Guardian Couplings, Huco, Industrial Clutch, Inertia Dynamics, Jacobs Vehicle Systems (see Note 18 to the consolidated financial statements for further information regarding the agreement to sell the Jacobs Vehicle Systems business), Kilian Manufacturing, Kollmorgen, Lamiflex Couplings, Marland Clutch, Matrix, Nook Industries, Nuttall Gear, Stieber Clutch, Stromag, Svendborg Brakes, Portescap, TB Wood’s, Thomson, Twiflex, Warner Electric, Warner Linear, and Wichita Clutch.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Net Income/(Loss) Per Share

Basic earnings per share is based on the weighted average number of shares of common stock outstanding and diluted earnings per share is based on the weighted average number of shares of common stock outstanding and all potentially dilutive common stock equivalents outstanding. Common stock equivalent shares are included in the per share calculations when the effect of their inclusion is dilutive.

The following is a reconciliation of basic to diluted shares outstanding:

	Years Ended December 31,
	2021		2020		2019
Shares used in net income per common share - basic		64.8		64.6		64.3
Effect of dilutive shares		0.6		—		0.2
Shares used in net income per common share - diluted		65.4		64.6		64.5
Shares excluded as their inclusion would be anti-dilutive		—		0.2		—

Fair Value of Financial Instruments

Fair value is determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy, as follows:

•Level 1- Quoted prices in active markets for identical assets or liabilities.

•Level 2- Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived.

•Level 3- Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents and are classified as Level 1. The carrying values of financial instruments, including accounts receivable, cash equivalents, accounts payable, and other accrued liabilities are carried at cost, which approximates fair value, and are classified as Level 1. Debt under the Altra Credit Agreement (as defined herein) is classified as Level 2 and is comprised of the Term Loan Facility and the Revolving Credit Facility (both as defined herein). The carrying amount of the Term Loan Facility of $400.0 million and the Revolving Credit Facility of $605.0 million approximates fair value due to the variable rate and the fact that the agreement was negotiated in November 2021. The carrying amount of the Notes (as defined herein) was $400.0 million and the estimated fair value of the Notes was $427.0 million at December 31, 2021. The Notes are classified as Level 2.

The Company determines the fair value of financial instruments using quoted market prices whenever available and classifies these investments as Level 1. When quoted market prices are not available for various types of financial instruments (such as derivative instruments), the Company uses standard models with market-based inputs, which take into account the present value of

49

estimated future cash flows and the ability of the Company or the financial counterparty to perform. These investments are classified as Level 2. For cross-currency interest rate swaps and interest rate swaps, the significant inputs to these models are interest rate curves for discounting future cash flows and are adjusted for credit risk. See additional discussion of the Company’s use of financial instruments including cross-currency interest rate swaps and interest rate swaps included in Note 15.

In December 2020, the Company invested $5.0 million for a minority equity interest in a privately held manufacturing software company, MTEK Industry AB (“MTEK”), over which the Company does not exert significant influence. The equity investment does not have a readily determinable fair value and does not qualify for the practical expedient to estimate fair value using the net asset value per share. Therefore, in accordance with ASU 2016-01, the Company elected to measure the investment at its cost less impairment, if any, adjusted for observable price changes in orderly transactions for identical or a similar investment of the same issuer. This investment is considered a Level 3 asset based on the lack of observable inputs and is classified within other non-current assets in the consolidated balance sheets. The Company monitors its equity investment in MTEK for indicators of impairments or upward adjustments on an ongoing basis. If the Company determines that such an indicator is present, an adjustment will be recorded, which will be measured as the difference between the carrying value and estimated fair value. As of December 31, 2021, there were no indicators that support an adjustment to MTEK’s carrying value.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the financial statements. Actual results could differ from those estimates.

Foreign Currency Translation

Assets and liabilities of subsidiaries operating outside of the United States with a functional currency other than the U.S. Dollar are translated into U.S. Dollars using exchange rates at the end of the respective period. Revenues and expenses are translated at average exchange rates effective during the respective period.

Foreign currency translation adjustments are included in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. Net foreign currency transaction gains and losses are included in the results of operations in the period incurred and included in other non-operating expense (income), net in the accompanying consolidated statements of operations. Net foreign currency transaction gains and losses for the years ended December 31, 2021, 2020 and 2019 were inconsequential.

Trade Receivables

All trade account receivables are reported net of allowances for credit losses. The allowance for credit losses represents the Company’s best estimate of the credit losses expected from our trade account receivables over the life of the underlying assets. Assets with similar risk characteristics are pooled together for determination of their current expected credit losses. The Company regularly performs detailed reviews of its pooled assets to evaluate the collectability of receivables based on a combination of past, current, and future financial and qualitative factors that may affect customers’ ability to pay. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations, a specific reserve is recorded against amounts due to reduce the recognized receivable to the amount reasonably expected to be collected.

Inventories

Inventories are generally stated at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method.

The carrying value of inventories acquired by the Company in its acquisitions reflects fair value at the date of acquisition as determined by the Company based on the replacement cost of raw materials, the sales price of the finished goods less an appropriate amount representing the expected profitability from selling efforts, and for work-in-process the sales price of the finished goods less an appropriate amount representing the expected profitability from selling efforts and costs to complete.

The Company periodically reviews its quantities of inventories on hand and compares these amounts to the expected usage of each particular product or product line. The Company records a charge to cost of sales for any amounts required to reduce the carrying value of inventories to its estimated net realizable value.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation.

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Depreciation of property, plant and equipment, including finance leases, is provided using the straight-line method over the estimated useful life of the asset, as follows:

Buildings and improvements	7 to 45 years
Machinery and equipment	2 to 15 years
Finance lease	Life of lease

Leasehold improvements are depreciated on a straight-line basis over the estimated life of the asset or the life of the lease, if shorter.

Improvements and replacements are capitalized to the extent that they increase the useful economic life or increase the expected economic benefit of the underlying asset. Repairs and maintenance expenditures are charged to expense as incurred.

Lease Accounting Policy

Arrangements that are determined to be leases at inception are recognized in operating lease right of use (ROU) assets, current lease liabilities, and long-term lease liabilities in the consolidated balance sheet. Operating lease liabilities are recognized based on the present value of the future fixed lease payments over the lease term at lease commencement date. As the Company’s leases typically do not provide an implicit rate, the Company applies its incremental borrowing rate based on the economic environment at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease prepayments made and initial direct costs incurred and is reduced by lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases are recognized on a straight-line basis over the lease term.

Intangible Assets

Intangible assets represent product technology, patents, tradenames, trademarks, customer relationships, and in-process research and development (“IPR&D”). Product technology, patents and customer relationships are amortized on a straight-line basis over 4 to 29 years, which approximates the period of economic benefit. Trademarks, IPR&D and the majority of our trade names are considered indefinite-lived assets and are not being amortized. Amortization of the IPR&D asset will commence when the asset is placed into service. Intangibles are stated at fair value on the date of acquisition. Intangibles are stated net of accumulated amortization.

Goodwill

Goodwill represents the excess of the purchase price paid by the Company over the fair value of the net assets acquired in each of the Company’s acquisitions.

Impairment of Goodwill and Indefinite-Lived Intangible Assets

The Company conducts an annual impairment review of goodwill and indefinite-lived intangible assets in October of each year, unless events occur which trigger the need for an interim impairment review.

In connection with the Company’s annual impairment review, goodwill is assessed for impairment by comparing the fair value of the reporting unit to the carrying value. The Company’s measurement date is October 31st. The Company determines the fair value of its reporting units using the discounted cash flow model and, where appropriate, the Company also uses the market approach. The determination of the fair value using the discounted cash flow model requires management to make significant estimates and assumptions related to forecasts of future revenues, profit margins, and discount rates. The determination of the fair value using the market approach requires management to make significant assumptions related to earnings before interest, taxes, depreciation, amortization (EBITDA) multiples and revenue multiples. The Company estimates future cash flows based upon historical results and current market projections, discounted at a market comparable rate. An impairment loss would be recognized to the extent that a reporting unit’s carrying amount exceeded its deemed fair value. Refer to Note 7 for additional discussion of the Company’s annual impairment review.

For the Company's indefinite-lived intangible assets, mainly trademarks, the Company estimated the fair value first by estimating the total revenue attributable to the trademarks. Second, the Company estimated an appropriate royalty rate using the return on assets method by estimating the required financial return on our assets, excluding trademarks, less the overall return generated by our total asset base. The return as a percentage of revenue provides an indication of our royalty rate (between 1.0% and 2.0%). The Company compared the estimated fair value of our trademarks with the carrying value of the trademarks. Refer to Note 7 for additional discussion of the Company’s annual impairment review.

51

Preparation of forecasts of revenue and profitability growth for use in the long-range plan and the discount rate require significant use of judgment. Changes to the discount rate and the forecasted cash flows could affect the estimated fair value of one or more of the Company’s reporting units and intangible assets and could result in an impairment charge in a future period.

Impairment of Long-Lived Assets Other Than Goodwill and Indefinite-Lived Intangible Assets

Long-lived assets, including definite-lived intangible assets are reviewed for impairment when events or circumstances indicate that the carrying amount of a long-lived asset may not be recovered. Long-lived assets are considered to be impaired if the carrying amount of the asset exceeds the undiscounted future cash flows expected to be generated by the asset over its remaining useful life. If an asset is considered to be impaired, the impairment is measured by the amount by which the carrying amount of the asset exceeds its fair value, and is charged to results of operations at that time.

Held for Sale

Assets and liabilities to be disposed of by sale (“disposal groups”) are reclassified into “held for sale” if their carrying amounts are principally expected to be recovered through a sale transaction rather than through continuing use. The reclassification occurs when the disposal group is available for immediate sale and the sale is probable. These criteria are generally met when an agreement to sell exists, or management has committed to a plan to sell the assets within one year. Disposal groups are measured at the lower of carrying amount or fair value less costs to sell and are not depreciated or amortized. When the net realizable value of a disposal group increases during a period, a gain can be recognized to the extent that it does not increase the value of the disposal group beyond its original carrying value when the disposal group was reclassified as held for sale. The fair value of a disposal group, less any costs to sell, is assessed each reporting period it remains classified as held for sale and any remeasurement to the lower of carrying value or fair value less costs to sell is reported as an adjustment to the carrying value of the disposal group. Refer to Financial Note 3, “Acquisitions and Divestitures,” for more information.

Revenue Recognition

The Company recognizes revenue under the core principle of depicting the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied.

Our sales revenue for product sales is recognized based on a point in time model, when control transfers to our customers, which is generally when products are shipped from our manufacturing facilities or when delivered to the customer’s named location. Certain large distribution customers receive annual volume discounts, which are estimated at the time the sale is recorded based on the estimated annual sales. Product return reserves are accrued at the time of sale based on the historical relationship between shipments and returns and are recorded as a reduction of net sales. When the Company performs shipping and handling activities after the transfer of control to the customer (e.g., when control transfers prior to delivery), they are considered as fulfillment activities and, accordingly, the costs are accrued for when the related revenue is recognized. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. See Note 2 (Revenue Recognition) to the consolidated financial statements for further disclosures regarding revenue.

Shipping and Handling Costs

Shipping and handling costs associated with sales are classified as a component of cost of sales. Amounts collected from our customers for shipping and handling are recognized as revenue.

Warranty Costs

Estimated expenses related to product warranties are accrued at the time products are sold to customers. Estimates are established using historical information as to the nature, frequency, and average costs of warranty claims.

Self-Insurance

Certain exposures are self-insured up to pre-determined amounts, above which third-party insurance applies, including exposures for medical claims, workers’ compensation, vehicle insurance, product liability costs and general liability exposure. The accompanying balance sheets include reserves for the estimated costs associated with these self-insured risks, based on historic experience factors and management’s estimates for known and anticipated claims. A portion of medical insurance costs are offset by

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charging employees a premium equivalent to group insurance rates. The costs of retained loss for the self-insurance programs, at each balance sheet date, have not been material in any period.

Research and Development

Research and development costs are expensed as incurred.

Advertising

Advertising costs are charged to selling, general and administrative expenses as incurred and amounted to approximately $6.0 million, $5.0 million and $6.6 million, for the years ended December 31, 2021, 2020 and 2019, respectively.

Income Taxes

The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. The Company evaluates the realizability of its net deferred tax assets and assesses the need for a valuation allowance on a quarterly basis. The future benefit to be derived from its deferred tax assets is dependent upon the Company’s ability to generate sufficient future taxable income to realize the assets. The Company records a valuation allowance to reduce its net deferred tax assets to the amount that may be more likely than not to be realized.

To the extent the Company establishes a valuation allowance on net deferred tax assets generated from operations, an expense will be recorded within the provision for income taxes. In periods subsequent to establishing a valuation allowance on net deferred assets from operations, if the Company were to determine that it would be able to realize its net deferred tax assets in excess of their net recorded amount, an adjustment to the valuation allowance would be recorded as a reduction to income tax expense in the period such determination was made.

We assess our income tax positions and record tax benefits for all years subject to examination, based upon our evaluation of the facts, circumstances and information available at the reporting date. For those tax positions for which it is more likely than not that a tax benefit will be sustained, we record the amount that has a greater than 50% likelihood of being realized upon settlement with the taxing authority that has full knowledge of all relevant information. Interest and penalties related to unrecognized tax benefits are recorded in income tax expense in the consolidated statement of operations and included in accruals and other long-term liabilities in the Company’s consolidated balance sheet, when applicable. If we do not believe that it is more likely than not that a tax benefit will be sustained, no tax benefit is recognized.

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Changes in Accumulated Other Comprehensive Income (Loss) by Component

The following is a reconciliation of changes in Accumulated Other Comprehensive Income (Loss) for the periods presented:

	Gains and (Losses) on Cash Flow Hedges			Pension & Other Post Retirement Benefit Plans			Cumulative Foreign Currency Translation Adjustment			Total
Accumulated other comprehensive income/(loss) by component, January 1, 2019	$	(6.6	)	$	(0.2	)	$	(64.8	)	$	(71.6	)
Change in fair value of interest rate swap, net of tax		(9.9	)		—			—			(9.9	)
Pension adjustments, net of tax		—			(1.4	)		—			(1.4	)
Reclassification of pension adjustments, net of tax		—			0.1			—			0.1
Foreign currency translation adjustments		—			—			(26.9	)		(26.9	)
Change in fair value of net investment hedge, net of tax		—			—			19.8			19.8
Net current-period other comprehensive income/(loss)		(9.9	)		(1.3	)		(7.1	)		(18.3	)
Accumulated other comprehensive income/(loss) by component, December 31, 2019	$	(16.5	)	$	(1.5	)	$	(71.9	)	$	(89.9	)
Change in fair value of interest rate swap, net of tax		(11.9	)		—			—			(11.9	)
Reclassification of interest rate swap to income, net of tax		6.9			—			—			6.9
Pension adjustments, net of tax		—			(2.6	)		—			(2.6	)
Reclassification of pension adjustments, net of tax		—			0.4			—			0.4
Foreign currency translation adjustments		—			—			87.0			87.0
Change in fair value of net investment hedge, net of tax		—			—			31.2			31.2
Net current-period other comprehensive income/(loss)		(5.0	)		(2.2	)		118.2			111.0
Accumulated other comprehensive income/(loss) by component, December 31, 2020	$	(21.5	)	$	(3.7	)	$	46.3		$	21.1
Reclassification of interest rate swap to income, net of tax		21.5			—			—			21.5
Pension & other post retirement benefit obligation adjustment, net of tax		—			3.3			—			3.3
Reclassification of pension adjustments, net of tax		—			0.6			—			0.6
Foreign currency translation adjustments		—			—			(57.5	)		(57.5	)
Net current-period other comprehensive income/(loss)		21.5			3.9			(57.5	)		(32.1	)
Accumulated other comprehensive income/(loss) by component, December 31, 2021	$	-		$	0.2		$	(11.2	)	$	(11.0	)

Recent Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes. The ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles of Topic 740, and clarifies and amends existing guidance to improve consistent application. This ASU becomes effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company adopted the standard as of January 1, 2021 with no material impact on the Company's consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). This ASU provides relief from certain accounting consequences that could result from the global markets’ anticipated transition away from the use of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The relief provided by this ASU is elective and applies to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The optional amendments are effective as of March 12, 2020 through December 31, 2022. The Company has not applied any optional expedients and exceptions to date, and will continue to evaluate the impact of the guidance and whether it will apply the optional expedients and exceptions.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends the accounting related to contract assets and liabilities acquired in business combinations. Under current GAAP, an entity generally recognizes assets and liabilities acquired in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU 2021-08 requires that entities recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and should be applied prospectively to business combinations occurring on or after the effective date of the amendment. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this new guidance on the consolidated financial statements.
  

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2. Revenue Recognition

We sell our products through three primary commercial channels: original equipment manufacturers (OEMs), industrial distributors and direct to end users. Each of our segments sells similar products, which are balanced across end-user industries including, without limitation, energy, food processing, general industrial, material handling, mining, transportation, industrial automation, robotics, medical devices, and turf & garden.

As the Company’s standard payment terms are less than one year, the Company has elected the practical expedient under Accounting Standards Codification (“ASC”) 606-10-32-18 to not assess whether a contract has a significant financing component. Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment from the Company’s manufacturing site or delivery to the customer’s named location. In determining whether control has transferred, the Company considers if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer. In certain circumstances, the Company manufactures customized product without alternative use for its customers, which would generally result in the transfer of control over time. The Company has evaluated the amount of revenue subject to recognition over time and concluded that it is immaterial.

The following table disaggregates our revenue for each reportable segment. The Company believes that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

	Years Ended December 31,
	2021			2020			2019
Net Sales:
Power Transmission Technologies	$	924.8		$	818.6		$	907.7
Automation & Specialty		979.0			911.8			931.0
Inter-segment eliminations		(4.0	)		(4.4	)		(4.6	)
Net sales	$	1,899.8		$	1,726.0		$	1,834.1

Net sales by geographic region based on point of shipment origin are as follows:

	Net Sales
	Years Ended December 31,
	2021		2020		2019
North America (primarily U.S.)	$	1,018.3	$	914.9	$	1,036.5
Europe excluding Germany		341.9		289.3		307.7
Germany		200.0		185.8		222.7
China		222.9		222.5		159.6
Asia and other (excluding China)		116.7		113.5		107.6
Total	$	1,899.8	$	1,726.0	$	1,834.1

The payment terms and conditions in our customer contracts vary. In some cases, customers will partially prepay for their goods; in other cases, after appropriate credit evaluations, payment will be due in arrears. In addition, there are constraints that cause variability in the ultimate consideration to be recognized. These constraints typically include early payment discounts, volume rebates, rights of return, surcharges, and other customer consolidation.

Payments received from customers are recorded as accounts receivable when an unconditional right to the consideration exists. A contract asset is recognized when the Company satisfies a performance obligation by transferring a promised good to the customer before consideration is due. A contract liability is recognized when consideration is received from a customer prior to the Company satisfying the related performance obligation. Contract assets and contract liabilities are recognized in other current assets and other current liabilities, respectively, in the Company’s consolidated balance sheets.

The Company had inconsequential contract assets for the year to date periods ended December 31, 2021 and December 31, 2020, respectively. The opening and closing balances of the Company’s current contract liabilities as of the year to date periods ended December 31, 2021 and December 31, 2020 are as follows:

	Years Ended December 31,
	2021		2020
Beginning balance	$	10.3	$	8.4
Closing balance		13.5		10.3
Increase	$	3.2	$	1.9

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In the twelve-month period ended December 31, 2021 and December 31, 2020, respectively, all outstanding revenue has been recognized related to our contract liabilities at the beginning of the related period.

3. Acquisitions and Divestitures

The following business combination and divestiture activity took place during the year ended December 31, 2021:

Nook Industries Acquisition

On December 31, 2021, the Company acquired all of the issued and outstanding equity interests of Nook Industries, LLC ("Nook"), a leader in the U.S. engineered linear motion industry. The acquisition expands the Company's current portfolio of linear product offerings. The acquisition is being accounted for as a business combination using the acquisition method of accounting and the results have been consolidated into the Company's Automation & Specialty ("A&S") segment.

The aggregate purchase price of approximately $138.5 million, inclusive of certain post-closing adjustments but subject to others, consisted of $125.2 million of cash transferred, net of $5.1 million of cash acquired, and a noncontingent purchase price holdback of $8.2 million. The purchase price holdback was recorded in accruals and other current liabilities at December 31, 2021 and was released in January 2022. The Company borrowed $130.0 million under its Revolving Credit Facility to finance the transaction.

The fair value of all the acquired identifiable assets and liabilities summarized below are based on preliminary valuations and are subject to change as the Company obtains additional information during the acquisition measurement period. The purchase price allocation as of the acquisition date is as follows:

	At Acquisition Date
Total cash consideration	$	130.3
Purchase price holdback		8.2
Fair value of consideration transferred		138.5
Recognized identifiable assets acquired and liabilities    assumed:
Cash and cash equivalents		5.1
Receivables		3.7
Inventory		10.8
Prepaids and other current assets		0.4
Property, plant and equipment		12.8
Deferred tax asset		0.9
Other non-current assets		5.0
Intangibles		55.1
Accounts payable		(2.9	)
Accrued payroll		(0.7	)
Accrued expenses and other current liabilities		(2.7	)
Other long term liability		(4.6	)
Total identifiable net assets acquired		82.9
Goodwill	$	55.6

The excess of the purchase price over the fair value of the net assets acquired was recorded as goodwill, which is deductible for income tax purposes in the United States. The goodwill in this acquisition is attributable to the Company’s expectation to achieve synergies, such as the ability to cross-sell product, and the ability to optimize the cost structure.

Intangible assets acquired consist of:
Customer relationships	$	54.0
Trade name		1.1
Total intangible assets	$	55.1

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Customer relationships and trade name are subject to amortization, and will be recognized on a straight-line basis over the estimated useful lives of 18 years and 4 years, respectively, which represents the anticipated period over which the Company estimates it will benefit from the acquired assets.

The following table sets forth the unaudited pro forma results of operations of the Company for the years ended December 31, 2021 and December 31, 2020 as if the Company had acquired Nook on January 1, 2020. The pro forma information contains the actual operating results of the Company and the Nook business, adjusted to include the pro forma impact of (i) additional depreciation expense as a result of estimated depreciation based on the fair value of fixed assets; (ii) additional expense as a result of the estimated amortization of identifiable intangible assets; (iii) additional interest expense associated with the borrowings used to finance the acquisition and (iv) inventory fair value adjustment. These pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition occurred at the beginning of the period or that may be obtained in the future.

	Pro forma (unaudited)
	Years Ended December 31,
	2021		2020
Total revenues	$	1,940.6	$	1,764.1
Net income (loss)		31.0		(30.0	)
Basic earnings per share	$	0.48	$	(0.46	)
Diluted earnings per share	$	0.47	$	(0.46	)

JVS Divestiture

In the fourth quarter of 2021, we committed to a plan to sell our JVS business within our Automation & Specialty reporting segment in an effort to exit the heavy-duty trucks and transportation industry. On February 8, 2022, we entered into a purchase and sale agreement with Cummins Inc (the "Buyer"). The sale, which is expected to be completed in 2022, is subject to antitrust and regulatory approval requirements, as well as other customary closing conditions. The Company determined the criteria to be classified as held for sale were met and the assets and liabilities were presented as held for sale in the Consolidated Balance Sheets and measured at the lower of carrying value or fair value less cost to sell until the transaction is completed. The Company determined that the disposal group classified as held for sale does not meet the criteria for classification as discontinued operations as the disposal is not considered a strategic shift that has a major effect on the Company’s operations and financial results. The JVS business is not a significant disposal based on its quantitative and qualitative evaluation.

Before measuring the fair value less costs to sell of the disposal group as a whole, the Company first reviewed individual assets and liabilities to determine if any fair value adjustments were required and concluded no individual asset impairments were required. Then, based on the purchase and sale agreement entered into by the Company and the Buyer, the Company determined the fair value of the disposal group to be equal to the selling price, less costs to sell. Based on this review, the Company recorded a non-cash goodwill impairment charge of $60.0 million as the sale was considered to be a triggering event to evaluate goodwill impairment for the JVS reporting unit. Additionally, the Company recorded an asset held for sale impairment charge of $82.4 million, for a total impairment charge of $142.4 million in 2021.

The assets and liabilities of the JVS business classified as held for sale at December 31, 2021 were as follows:

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	December 31,2021
Assets
Current Assets
Trade receivables	$	11.3
Inventories		16.3
Prepaid expenses and other current assets		2.3
Property, plant and equipment, net		64.6
Goodwill		—
Intangible assets, net		364.5
Other assets		0.7
Impairment on carrying value (1)		(82.4	)
Total assets held for sale	$	377.3
Liabilities
Current Liabilities
Accounts payable	$	20.8
Other current liabilities		9.8
Deferred tax liabilities		22.3
Other liabilities		0.1
Total liabilities held for sale	$	53.0
(1) Includes the effect of approximately $10.8 million of favorable cumulative foreign currency translation adjustment and accumulated other post retirement benefit obligation gains.

The following business combination activity took place during the year ended December 31, 2018:

Automation & Specialty Acquisition

On October 1, 2018, the Company and Fortive Corporation (“Fortive”) consummated the combination (the “Fortive Transaction”) of Altra with four operating companies from Fortive’s Automation & Specialty platform (the “A&S Business”), and as a result, the consolidated financial statements reflect the A&S Business’s results of operations from October 1, 2018 onward.

The A&S Business, consisting of four key brands, Kollmorgen, Portescap, Thomson and Jacobs Vehicle Systems, designs, manufactures, markets and sells electromechanical and electronic motion control products, including standard and custom motors, drives and controls; linear motion systems, ball screws, linear bearings, clutches/brakes, linear actuators and mechanical components; and through Jacobs Vehicle Systems, supplemental braking systems for commercial vehicles.

As of December 31, 2019, the allocation of the purchase price of the A&S Business was complete. The Company recorded $29.5 million of purchase price adjustments and certain measurement period adjustments for the year to date period ended December

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31, 2019 resulting in an increase to goodwill in the amount of $47.5 million. The purchase price allocation below includes such adjustments.

	At Acquisition Date			Measurement Period Adjustments			At Acquisition Date (As Adjusted)
Consideration transferred:
Total cash consideration	$	1,003.4		$	—		$	1,003.4
Total equity consideration		1,458.7			—			1,458.7
A&S acquisition purchase price adjustment		—			29.5			29.5
Fair value of consideration transferred	$	2,462.1		$	29.5		$	2,491.6
Recognized identifiable assets acquired and liabilities    assumed:
Cash: less cash on A&S balance sheet at 10/1/2018		54.1			(0.6	)		53.5
Receivables		129.7			(0.8	)		128.9
Inventory		89.1			(3.8	)		85.3
Prepaids and other current assets		6.9			(0.2	)		6.7
Property, plant and equipment		178.3			(1.3	)		177.0
Intangibles		1,454.0			—			1,454.0
Other non-current assets		7.9			(0.4	)		7.5
Accounts payable		(98.9	)		0.8			(98.1	)
Accrued payroll		(15.2	)		0.5			(14.7	)
Accrued expenses and other current liabilities		(33.7	)		(0.4	)		(34.1	)
Pension liability and other post employment    benefits		(12.0	)		(0.3	)		(12.3	)
Deferred tax liability		(355.7	)		(11.2	)		(366.9	)
Other long term liability		(2.6	)		(0.3	)		(2.9	)
Senior unsecured notes assumed		(400.0	)		—			(400.0	)
Total identifiable net assets assumed		1,001.9			(18.0	)		983.9
Goodwill	$	1,460.2		$	47.5		$	1,507.7

The excess of the purchase price over the fair value of the net assets acquired was recorded as goodwill, which is not deductible for income tax purposes in the United States. The goodwill in this acquisition is attributable to the Company’s expectation to achieve synergies, such as facility consolidations, global procurement efficiencies, the ability to cross-sell product, and the ability to penetrate certain geographic areas.

Intangible assets acquired consist of:
Customer relationships	$	1,025.0
Trade names and trademarks		209.0
Technology		204.0
In-process research and development ("IPR&D")		16.0
Total intangible assets	$	1,454.0

Customer relationships and technology are subject to amortization, and will be recognized on a straight-line basis over the estimated useful lives of 22 – 29 years and 7-10 years, respectively, which represents the anticipated period over which the Company estimates it will benefit from the acquired assets. The tradenames and trademarks are considered to have an indefinite life and will not be amortized.

The major acquired technology IPR&D relates to the next generation of valvetrain technologies at the JVS business, which focus on improving engine brake performance, improving fuel efficiency and meeting future worldwide emissions regulations. The IPR&D projects are not currently amortized and will be reviewed for impairment at least annually and amortization will commence when the assets are placed into service. There was no evidence of impairment to IPR&D as of December 31, 2020. As of December 31, 2021, the acquired IPR&D was reclassified as held for sale in connection with the plan to sell the JVS business.

4. Lease Accounting

We lease property and equipment under finance and operating leases. At December 31, 2021, the Company’s right-of-use (“ROU”) assets and lease liabilities for operating and finance leases totaled approximately $50.1 and $52.0 million, respectively. At December 31, 2020, the Company’s ROU assets and lease liabilities for operating and finance leases totaled approximately $41.3 and $43.4 million, respectively. Finance lease ROU assets are included in non-current other assets and finance lease liabilities are included in current and non-current other liabilities on the Company’s consolidated balance sheets.

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Quantitative information regarding the Company’s leases is as follows:

	Years Ended December 31,
	2021		2020
Lease cost(1):
Operating lease cost		16.1		14.2
Short-term lease cost		0.4		0.3
Total lease cost	$	16.5	$	14.5

(1)Finance lease costs and variable lease costs are immaterial to the Company. The Company does not have lease or sub-lease income.

Maturities of Lease Liabilities	Operating Leases			Finance Leases
2022	$	15.8		$	0.1
2023		12.8			—
2024		9.0			—
2025		6.2			—
2026		4.1			—
After 2026		9.1			—
Total lease payments		57.0			0.1
Less interest		(5.1	)		—
Present value of lease liabilities	$	51.9		$	0.1

	Years Ended December 31,
	2021			2020
Other Information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	—		$	—
Operating cash flows from operating leases	$	16.4		$	14.6
Financing cash flows from finance leases	$	—		$	—
Weighted average remaining lease term - finance leases (in years)		1.29			1.83
Weighted average remaining lease term - operating leases (in years)		5.03			3.53
Average discount rate - finance leases		5.07	%		5.50	%
Average discount rate - operating leases		3.52	%		3.56	%

5. Inventories

Inventories consisted of the following:

	Years Ended December 31,
	2021		2020
Raw materials	$	124.1	$	95.2
Work in process		26.7		22.1
Finished goods		117.0		93.1
	$	267.8	$	210.4

6. Property, Plant and Equipment

Property, plant and equipment consisted of the following:

	Years Ended December 31,
	2021			2020
Land	$	40.6		$	44.6
Buildings and improvements		141.3			149.7
Machinery and equipment		419.4			466.8
		601.3			661.1
Less-Accumulated depreciation		(325.5	)		(316.9	)
	$	275.8		$	344.2

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The Company recorded $51.9 million, $57.8 million and $58.0 million of depreciation expense in the years ended December 31, 2021, 2020, and 2019, respectively.

7. Goodwill and Intangible Assets

In connection with the Company’s annual impairment review, goodwill is assessed for impairment by comparing the fair value of the reporting unit to the carrying value. As of the annual impairment review, which was as of October 31, 2021, the fair value of the Thomson reporting unit exceeded its carrying value by less than 10%. Due to the timing of the Nook acquisition, which closed on December 31, 2021, the acquired goodwill at Nook was not considered in the annual impairment review. Excluding the acquired goodwill related to the acquisition of Nook, the goodwill balance at the Thomson reporting unit was $443.4 million, out of a total goodwill balance of $1.6 billion as of December 31, 2021. All other reporting units have fair values that exceed their carrying value by 10% or more.

During the first quarter of 2020, the Company considered the economic impact of the COVID-19 pandemic to be a triggering event for the JVS reporting unit and, as a result, the Company performed an interim impairment review. As a result of both the COVID-19 related economic downturn and its impact on JVS’s anticipated financial results, the Company concluded that it was more likely than not that the JVS reporting unit’s carrying value exceeded its fair value and performed an interim impairment review for both JVS’s goodwill and tradename intangible asset. As a result of the interim impairment testing performed, the Company recorded non-cash impairment charges of $8.4 million and $139.1 million for indefinite-lived intangible assets and goodwill, respectively, at March 31, 2020.

The changes in the carrying value of goodwill by segment for the years ended December 31, 2021 and 2020 are as follows:

	Power Transmission Technologies			Automation & Specialty			Total
Goodwill	$	441.9		$	1,284.8		$	1,726.7
Accumulated impairment loss		(31.8	)		—			(31.8	)
Balance January 1, 2020	$	410.1		$	1,284.8		$	1,694.9
Impact of changes in foreign currency and other		10.5			29.7			40.2
Goodwill impairment charge		—			(139.1	)		(139.1	)
Balance December 31, 2020		420.6			1,175.4			1,596.0
Impact of changes in foreign currency and other		(9.6	)		(18.0	)		(27.6	)
Acquired goodwill related to the acquisition of Nook Industries		—			55.6			55.6
Other (1)		—			(60.0	)		(60.0	)
Balance December 31, 2021	$	411.0		$	1,153.0		$	1,564.0
(1) Reflects the goodwill of the JVS reporting unit, which is the disposal group classified as held for sale in 2021. Refer to Note 3 for further information.

The following table provides the gross carrying value and accumulated amortization for each major class of intangible asset:

	December 31, 2021						December 31, 2020
	Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net
Other intangible assets
Intangible assets not subject to amortization:
Tradenames and trademarks	$	212.2	$	—	$	212.2	$	259.7	$	—	$	259.7
In-process research and development		—		—		—		16.0		—		16.0
Intangible assets subject to amortization:
Customer relationships		960.2		206.4		753.8		1,220.2		195.0		1,025.2
Product technology and patents		141.4		50.2		91.2		211.2		52.5		158.7
Total intangible assets	$	1,313.8	$	256.6	$	1,057.2	$	1,707.1	$	247.5	$	1,459.6

Changes in our gross intangible assets from December 31, 2020 to December 31, 2021 were primarily the result of the JVS disposal group being classified as held for sale, as well as current year amortization and foreign currency translation effects.

The Company recorded $70.4 million, $69.8 million, and $70.4 million of amortization for the years ended December 31, 2021, 2020 and 2019, respectively.

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Customer relationships, product technology and patents are amortized over their useful lives ranging from 4 to 29 years. The weighted average estimated useful life of intangible assets subject to amortization is approximately 14 years.

The estimated amortization expense for intangible assets is approximately $56.8 million in 2022, $55.7 million in 2023, $55.3 million in 2024, $54.9 million in 2025, $53.9 million in 2026, and $568.4 million thereafter. The estimated future amortization excludes the amortization of the JVS intangible assets as a result of the JVS disposal group being classified as held for sale.

8. Warranty Costs

The contractual warranty period of the Company’s products generally ranges from three months to two years with certain warranties extending for longer periods. Estimated expenses related to product warranties are accrued at the time products are sold to customers and are recorded in accruals and other current liabilities on the consolidated balance sheet. Estimates are established using historical information as to the nature, frequency and average costs of warranty claims. Changes in the carrying amount of accrued product warranty costs for each of the years ended December 31, 2021, 2020 and 2019 are as follows:

	Years Ended December 31,
	2021			2020			2019
Balance at beginning of year	$	9.6		$	10.0		$	9.4
Accrued current period warranty expense		3.7			3.5			4.0
Payments and adjustments		(5.0	)		(3.9	)		(3.4	)
Balance at end of year	$	8.3		$	9.6		$	10.0

9. Income Taxes

Income before income taxes by domestic and foreign locations consists of the following:

	Years Ended December 31,
	2021			2020			2019
Domestic	$	(143.8	)	$	(38.1	)	$	39.6
Foreign		151.6			42.1			108.6
Total	$	7.8		$	4.0		$	148.2

The components of the provision for income taxes consist of the following:

	Years Ended December 31,
	2021			2020			2019
Current:
Federal	$	18.8		$	14.5		$	16.6
State		3.8			2.2			4.6
Non-U.S.		39.6			41.1			32.9
		62.2			57.8			54.1
Deferred:
Federal		(70.8	)		(15.3	)		(6.7	)
State		(6.1	)		(2.1	)		(5.2	)
Non-U.S.		(5.2	)		(10.9	)		(21.2	)
		(82.1	)		(28.3	)		(33.1	)
(Benefit)/Provision for income taxes	$	(19.9	)	$	29.5		$	21.0

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A reconciliation from tax at the U.S. federal statutory rate to the Company’s provision for income taxes is as follows:

	Years Ended December 31,
	2021			2020			2019
Tax at U.S. federal income tax rate	$	1.7		$	0.9		$	31.1
State taxes, net of federal income tax effect		0.7			0.3			1.8
Other changes in tax rate		(0.2	)		(0.2	)		(10.6	)
Outside basis difference		(11.5	)		—			—
Foreign taxes		2.3			3.9			0.7
Global intangible low-taxed income		0.8			(2.1	)		1.3
Valuation allowance		0.5			0.5			0.1
Tax credits and incentives		(2.0	)		(2.5	)		(2.6	)
Impairment charges		(14.5	)		29.0			—
Other		2.3			(0.3	)		(0.8	)
(Benefit)/Provision for income taxes	$	(19.9	)	$	29.5		$	21.0

The Company and its subsidiaries file a consolidated federal income tax return in the United States, as well as consolidated and separate income tax returns in various states. The Company and its subsidiaries also file consolidated and separate income tax returns in various non U.S. jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities in all of these jurisdictions. With the exception of certain foreign jurisdictions, the Company is no longer subject to income tax examinations for the tax years prior to 2018. Additionally, the Company has indemnification agreements with the sellers of the Nook, A&S Business, Guardian, Svendborg, Lamiflex, Bauer, and Stromag entities that may provide for reimbursement to the Company for payments made in satisfaction of income tax liabilities relating to pre-acquisition periods.

The Company does not have any material unrecognized tax benefits for the years ended December 31, 2021, 2020 and 2019. Interest and penalties related to unrecognized tax benefits are recognized in income tax expense, if applicable.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows:

	Years Ended December 31,
	2021			2020
Deferred tax assets:
Post-retirement obligations	$	5.7		$	6.2
Tax credits		1.8			1.8
Expenses not currently deductible		28.7			28.5
Net operating loss carryover		6.0			5.9
Debt and derivative instruments		8.6			2.2
Operating lease liabilities		12.1			9.2
Other		15.2			3.2
Total deferred tax assets		78.1			57.0
Valuation allowance for deferred tax assets		(4.3	)		(4.8	)
Net deferred tax assets		73.8			52.2
Deferred tax liabilities:
Property, plant and equipment		35.7			38.1
Intangible assets		256.6			343.4
Goodwill		9.9			9.5
Operating lease right of use asset		11.6			8.8
Other		8.2			7.1
Total deferred liabilities		322.0			406.9
Net deferred tax liabilities	$	248.2		$	354.7

On December 31, 2021 the Company had state net operating loss (NOL) carry forwards of $13.3 million, which expire between 2025 and 2038, and non U.S. NOL and capital loss carryforwards of $19.6 million, of which substantially all have an unlimited carryforward period. The NOL carryforwards available are subject to limitations on their annual usage. The Company also has federal and state tax credits of $1.7 million available to reduce future income taxes that expire between 2021 and 2035.

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Valuation allowances are established for deferred tax assets when management believes it is more likely than not that the associated benefit may not be realized. The Company periodically reviews the adequacy of its valuation allowances and recognizes tax benefits only as reassessments indicate that it is more likely than not the benefits will be realized. Valuation allowances have been established due to the uncertainty of realizing the benefits of certain net operating losses, capital loss carryforwards, tax credits, and other tax attributes. The valuation allowances are primarily related to certain non-U.S. NOL carryforwards, capital loss carryforwards, and U.S. federal foreign tax credits.

As of December 31, 2021, the Company has approximately $239.6 million of undistributed earnings in its foreign subsidiaries. During the fourth quarter of 2021, the Company determined that approximately $208.5 million of these earnings are no longer considered permanently reinvested. The incremental tax cost to repatriate these earnings to the US is immaterial. The Company has not provided deferred taxes on approximately $31.1 million of undistributed earnings from non-U.S. subsidiaries as of December 31, 2021 which are indefinitely reinvested in operations. As a result of the multiple avenues to repatriate earnings to minimize the tax cost, and further given that a large portion of these earnings are not liquid, it is not practical to determine the income tax liability that would be payable if such earnings were not reinvested indefinitely.

In March 2020, in response to the impact of the COVID-19 pandemic in the U.S. and across the globe, the United States Congress passed the Coronavirus Aid, Relief and Economic Security (CARES) Act. In December 2020, Congress passed a second relief package, the Consolidated Appropriations Act, 2021. The enactment period impacts to the Company were immaterial to income tax expense.

10. Pension and Other Employee Benefits

Defined Benefit (Pension)

The Company sponsors various defined benefit (pension) plans for certain active employees.

The following tables represent the reconciliation of the benefit obligation, fair value of plan assets and funded status of the respective defined benefit (pension) plans as of December 31, 2021, 2020 and 2019:

	Year Ended December 31,
	2021			2020			2019
Change in benefit obligation:
Obligation at beginning of year	$	48.3		$	42.2		$	63.2
Acquired benefit obligation		—			—			—
Service cost		0.7			0.7			0.5
Interest cost		0.2			0.3			0.6
Contributions		0.2			0.2			0.2
Settlement transfer to third party (1)		—			—			(19.4	)
Actuarial (gains) losses		(0.6	)		2.4			(0.4	)
Amendments		(0.7	)		0.9			(0.7	)
Foreign exchange effect		(2.7	)		4.0			(0.2	)
Benefits paid		(2.2	)		(2.4	)		(1.6	)
Obligation at end of year	$	43.2		$	48.3		$	42.2
Change in plan assets:
Fair value of plan assets, beginning of year	$	12.9		$	11.4		$	31.2
Settlement transfer to third party (1)		—			—			(19.4	)
Actual return on plan assets		1.2			0.6			(0.7	)
Contributions		0.5			0.6			0.5
Foreign exchange effect		(0.5	)		1.1			0.2
Benefits paid		(0.8	)		(0.8	)		(0.4	)
Fair value of plan assets, end of year	$	13.3		$	12.9		$	11.4
Unfunded status		29.9			35.4			30.8
Amounts recognized in the balance sheet consist of:
Total non-current liabilities	$	29.9		$	35.4		$	30.8

(1) For the year ended December 31, 2019, represents settlement transfer to a third party for $19.4 million related to the Company's Swiss Plan

For the pension plan presented above, the accumulated and projected benefit obligations exceed the fair value of plan assets.

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Certain, primarily unionized, employees are entitled to limited grandfathered postretirement benefits (medical, dental, and life insurance coverage). The accumulated benefit obligation for the post-retirement benefit plans, which are not funded, at December 31, 2021, 2020 and 2019 are $4.2 million, $6.0 million and $5.9 million respectively. The balances are included within other long-term liabilities on the consolidated balance sheet. The Company recorded an inconsequential amount of income for of the years ended December 31, 2021, 2020 and 2019. The Company recorded a gain in AOCIL during the year ended December 31, 2021 of $1.7 million ($1.3 million net of tax).

The key economic assumptions used in the computation of the respective benefit obligations at December 31, 2021, 2020 and 2019, presented below are as follows:

	Non-US Pension Benefits
	2021			2020			2019
Discount rate		0.67	%		0.61	%		1.10	%
Rate of compensation increase		2.02	%		2.10	%		2.01	%

The following table represents the components of the net periodic benefit cost associated with the respective plans:

	Pension Benefits
	Non-US Plans
	Years Ended December 31,
	2021			2020			2019
Service cost	$	0.7		$	0.7		$	0.5
Interest cost		0.2			0.3			0.6
Expected return on plan assets		(0.4	)		(0.5	)		(1.1	)
Amortization of actuarial losses and prior year service costs		0.6			0.4			0.1
Net periodic benefit cost	$	1.1		$	0.9		$	0.1

The key economic assumptions used in the computation of the respective net periodic benefit cost for the periods presented above are as follows:

	Pension Benefits
	Non-US Plan
	Years Ended December 31,
	2021			2020			2019
Discount rate		2.66	%		1.86	%		0.91	%
Rate of compensation increase		2.60	%		2.63	%		1.75	%
Expected return on plan assets		3.40	%		3.70	%		3.75	%

The expected long-term rate of return represents the average rate of earnings expected on the funds invested or to be invested to provide for the benefits included in the benefit obligation. The assumption reflects expectations regarding future rates of return for the investment portfolio, with consideration given to the distribution of investments by asset class and historical rates of return for each individual asset class.

Amounts recognized in accumulated other comprehensive income (loss) as of December 31, 2021, 2020 and 2019 consist of the following:

	Years Ended December 31,
	2021			2020			2019
Unrecognized actuarial (loss) gain	$	(2.1	)	$	(4.2	)	$	(2.1	)
Unrecognized prior service credit		1.0			0.5			0.6
Accumulated other comprehensive (loss) income (net of $0.8 million, $1.0 million and $0.6 million of tax benefit, respectively)	$	(1.1	)	$	(3.7	)	$	(1.5	)

The unrecognized prior service cost included in accumulated other compressive income (loss) and expected to be recognized in net periodic pension cost during the year ending December 31, 2022 is $0.1 million (net of $0.0 million tax). The actuarial losses included in accumulated other comprehensive income (loss) and expected to be recognized in net periodic pension cost during the year ending December 31, 2022 is $0.2 million (net of $0.1 million of tax).

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Other changes recognized in other comprehensive income (loss) in the years ended December 31, 2021, 2020 and 2019 were as follows:

	Years Ended December 31,
	2021		2020			2019
Incurred net actuarial (loss) gain	$	1.3	$	(2.6	)	$	(1.4	)
Amortization of prior service credit		—		(0.1	)		(0.1	)
Amortization of net actuarial (loss) gain		0.6		0.5			0.2
Settlement recognition of net actuarial (loss)		0.7		—			—
Total recognized in accumulated other comprehensive (loss) income (net of ($0.6 million), $0.5 million and $0.8 million) of tax (loss)/benefit, respectively)	$	2.6	$	(2.2	)	$	(1.3	)

Fair Value of Plan Assets

The fair value of the Company’s pension plan assets at December 31, 2021, 2020 and 2019 by asset category is as follows:

	Years Ended December 31,
	2021		2020		2019
Asset Category:
Cash and cash equivalents (Level 1)	$	1.0	$	0.8	$	0.8
Fixed income (Level 1)		3.8		3.8		3.5
Investment grade (Level 2)		4.3		4.4		3.9
Other private investments (Level 3)		4.2		3.9		3.2
Total assets at fair value	$	13.3	$	12.9	$	11.4

The investment strategy is to achieve a rate of return on the plan’s assets that meets the performance of liabilities as calculated using a bank’s liability index with appropriate adjustments for benefit payments, service cost and actuarial assumption changes. A determinant of the plan’s return is the asset allocation policy. The plan’s asset mix will be reviewed by the Company periodically, but at least quarterly, to rebalance within the target guidelines. The Company will also periodically review investment managers to determine if the respective manager has performed satisfactorily when compared to the defined objectives, similar invested portfolios and specific market indices.

Expected cash flows

The following table provides the amounts of expected benefit payments, which are made from the plans’ assets and includes the participants’ share of the costs, which is funded by participant contributions. The amounts in the table are actuarially determined and reflect the Company’s best estimate given its current knowledge; actual amounts could be materially different.

	Pension Benefits
Expected benefit payments (from plan assets)
2022	$	2.3
2023		2.0
2024		2.5
2025		2.1
2026		1.9
Thereafter		9.4

The Company has no minimum cash funding requirements associated with its pension plans for years 2022 through 2026.

Defined Contribution Plans

Under the terms of the Company’s defined contribution plans, eligible employees may contribute up to 75% percent of their eligible compensation to the plan on a pre-tax basis, subject to annual IRS limitations. The Company makes matching contributions equal to half of the first six percent of eligible compensation contributed by each employee and made a unilateral contribution (including for non-contributing employees). The Company’s expense associated with the defined contribution plans was $11.8 million, $11.4 million and $10.0 million during the years ended December 31, 2021, 2020 and 2019, respectively.

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11. Long-Term Debt

	Years Ended December 31,
	2021			2020
Debt:
Term loan	$	400.0		$	1,030.0
Revolver		605.0			—
Notes		400.0			400.0
Mortgages and other		9.2			12.9
Finance leases		0.1			0.3
Total gross debt		1,414.3			1,443.2
Less: debt discount and deferred financing costs		(2.2	)		(18.5	)
Total debt, net of debt discount and deferred financing costs		1,412.1			1,424.7
Less current portion of long-term debt		(11.1	)		(16.6	)
Total long-term debt	$	1,401.0		$	1,408.1

2021 Credit Agreement

On November 17, 2021, the Company entered into a new Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for a five-year term loan in an aggregate principal amount of $400.0 million (the “Term Loan Facility”) and a five-year revolving credit facility in an aggregate committed principal amount of $1.0 billion (the “Revolving Credit Facility” and together with the Term Loan Facility, the “Credit Facilities”). The Company immediately provided notice to the administrative agent of the Credit Agreement to draw down $480.0 million under the Revolving Credit Facility. The aggregate proceeds of $880.0 million under the Credit Facilities were used to repay in full and extinguish all outstanding indebtedness for borrowed money under the 2018 Credit Agreement. The remaining availability under the Revolving Credit Facility will be used for working capital and general corporate purposes.

The Credit Facilities are guaranteed on a senior secured basis by certain direct and indirect domestic subsidiaries of the Company (each a “Guarantor” and collectively the “Guarantors”; the Guarantors collectively with the Borrowers, the “Loan Parties”).

The stated maturity date of the Credit Facilities is November 17, 2026, and there are scheduled quarterly principal payments due on the outstanding amount on the Term Loan Facility. The amounts available under the Revolving Credit Facility may be drawn upon in accordance with the terms of the Credit Agreement. All amounts outstanding under the Credit Facilities are due on the stated maturity or such earlier time, if any, required under the Credit Agreement. The amounts owed under either of the Credit Facilities may be prepaid at any time, subject to usual notification and breakage payment provisions. Interest on the amounts outstanding under the Credit Facilities is calculated using either a Base Rate or Eurocurrency Rate, plus the applicable margin. The applicable margins for Eurocurrency Loans are between 1.000% to 1.750%, and for Base Rate Loans are between 0.000% and 0.750%. The amounts of the margins are calculated based on the Total Leverage Ratio (as defined in the Credit Agreement). A portion of the Revolving Credit Facility may be used for the issuance of letters of credit, and a portion of the amount of the Revolving Credit Facility is available for borrowings in certain agreed upon foreign currencies. The interest rate on the Credit Facilities was 1.590% at December 31, 2021.

Revolving borrowings and issuances of letters of credit under the Revolving Credit Facility are subject to the satisfaction of customary conditions, including the accuracy of representations and warranties and the absence of defaults.

The Credit Agreement contains usual and customary representations and warranties, usual and customary affirmative and negative covenants and restrictions, which among other things, will require the Borrowers to provide certain financial reports to the Lenders, require the Company to maintain certain financial covenants relating to consolidated leverage and interest coverage, and limit the ability of the Company and its subsidiaries to incur or guarantee additional indebtedness, pay dividends or make other equity distributions, purchase or redeem capital stock or debt, make certain investments, sell assets, engage in certain transactions, and effect a consolidation or merger. The obligations of the borrowers of the Credit Facilities under the Credit Agreement may be accelerated upon customary events of default, including non-payment of principal, interest, fees and other amounts, inaccuracy of representations and warranties, violation of covenants, cross default and cross acceleration, voluntary and involuntary bankruptcy or insolvency proceedings, inability to pay debts as they become due, material judgments, ERISA events, actual or asserted invalidity of security documents or guarantees and change in control.

The Company incurred $3.7 million in issuance costs, which is being amortized over the term of the debt as an adjustment to the effective interest rate on the outstanding borrowings.

On November 30, 2021, the Company provided notice to the administrative agent of the Altra Credit Agreement to repay $5.0 million under the Altra Revolving Credit Facility. On December 30, 2021, the Company provided notice to the administrative agent of the Altra Credit Agreement to draw down $130.0 million under the 2021 Altra Revolving Credit Facility. The Company used the proceeds to finance its purchase of Nook Industries.

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As of December 31, 2021, the Company had $1,005.0 million outstanding on the Credit Agreement. As of December 31, 2021 and 2020, the Company had $4.8 million and $4.5 million in letters of credit outstanding, respectively. The Company had $390.2 million available to borrow under the Credit Facilities at December 31, 2021, subject to customary conditions including the accuracy of representation and warranties and the absence of defaults.

Notes

On October 1, 2018, (the “A&S Closing Date”), upon the closing of the Fortive Transaction the Company assumed $400 million aggregate principal amount of 6.125% senior notes due 2026 (the “Notes”). The Notes will mature on October 1, 2026. Interest on the Notes accrues from October 1, 2018 and is payable semi-annually commencing on April 1, 2019. The Notes may be redeemed at the option of the issuer on or after October 1, 2023. The Notes are guaranteed on a senior unsecured basis by the Company and certain of its domestic subsidiaries.

2018 Credit Agreement

On October 1, 2018, the Company and certain subsidiaries maintained credit facilities with JPMorgan Chase Bank, N.A., as administrative and collateral agent, and a syndicate of lenders, which provided for a term loan in an aggregate principal amount of $1,340.0 million (the “2018 Term Loan Facility”) and a revolving credit facility in an aggregate committed principal amount of $300.0 million (the “2018 Revolving Credit Facility” and together with the 2018 Term Loan Facility, the “2018 Credit Facilities”).

On November 17, 2021, in connection with the new Credit Agreement, the 2018 Credit Agreement was terminated and all outstanding indebtedness for borrowed money thereunder was repaid in full. The Company paid an aggregate of $881.0 million due under the 2018 Credit Agreement, including unpaid principal and accrued interest. Upon termination of the 2018 Credit Agreement, the Company recognized $15.4 million as a loss on the debt extinguishment of the term loan for the twelve months ended December 31, 2021 due to the write off of the unamortized debt issuance costs. The Company classified the loss on the debt extinguishment within interest expense in the consolidated statement of operations.

Mortgages and Other Agreements

The Company’s subsidiaries in Europe have entered into certain long-term fixed rate term loans that are generally secured by the local property, plant and equipment. The debt has interest rates that range from 1.00% to 2.5%, with various quarterly and monthly installments through 2028.

Finance Leases

The Company leases certain equipment under finance lease arrangements, whose obligations are included in both short-term and long-term debt. Finance lease obligations amounted to approximately $0.1 million and $0.3 million at December 31, 2021 and 2020, respectively. Assets subject to finance leases are included in property, plant and equipment with the related amortization recorded as depreciation expense.

Overdraft Agreements

Certain of our foreign subsidiaries maintain overdraft agreements with financial institutions. There were no borrowings as of December 31, 2021 or 2020 under any of the overdraft agreements.

Working Capital Line of Credit

One foreign subsidiary of the Company has a line of credit used for operating purposes. As of December 31, 2021, the Company had 1.9 million Chinese RMB, or $0.3 million, outstanding on the line of credit.

Maturities on Long-Term Borrowings

Maturities on long-term borrowings, excluding finance leases and debt issuance costs, are as follows:	Amount
2022	$	11.1
2023		20.9
2024		20.2
2025		20.2
2026		1,335.0
Thereafter		6.8
Total	$	1,414.2

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12. Stockholders’ Equity

Common Stock (shares not in thousands)

Effective October 1, 2018, the Company amended its Articles of Incorporation to increase the number of authorized shares of Altra common stock from 90,000,000 shares to 120,000,000 shares. As of December 31, 2021 and 2020, there were 64,923,539 and 64,676,567 shares of common stock issued and outstanding, respectively.

Preferred Stock

On December 20, 2006, the Company amended and restated its certificate of incorporation authorizing 10,000,000 shares of undesignated Preferred Stock (“Preferred Stock”). The Preferred Stock may be issued from time to time in one or more classes or series, the shares of each class or series to have such designations and powers, preferences, rights, qualifications, limitations and restrictions as determined by the Company’s Board of Directors. There was no Preferred Stock issued or outstanding at December 31, 2021, 2020, or 2019.

Restricted Common Stock

The 2014 Omnibus Incentive Plan (the “2014 Plan”) provides for various forms of stock based compensation to our directors, executive personnel and other key employees and consultants. Under the 2014 Plan, the total number of shares of common stock available for delivery pursuant to the grant of awards (“Awards”) was approximately 4.1 million as of December 31, 2021.

The restricted stock and restricted stock units issued pursuant to the 2014 Plan generally vest ratably over a period ranging from immediately to five years from the date of grant, provided that the vesting of the restricted stock or restricted stock units may accelerate upon the occurrence of certain events. Restricted stock and restricted stock units awarded under the 2014 Plan are generally subject to restrictions on transfer, repurchase rights, and other limitations and rights as set forth in the applicable award agreements.

The 2014 Plan permits the Company to grant, among other things, restricted stock, restricted stock units, stock options and performance share awards to key employees. Certain awards include vesting based upon achievement of specified market conditions. Compensation expense recorded (in selling, general and administrative expense) during the years ended December 31, 2021, 2020 and 2019 was $15.7 million, $13.2 million, and $13.6 million, respectively. The Company recognizes stock-based compensation expense on a straight-line basis for the shares vesting ratably under the plan and uses the graded-vesting method of recognizing stock-based compensation expense for the performance share awards based on the probability of the specific performance metrics being achieved over the requisite service period. Total remaining unrecognized compensation cost is approximately $19.8 million as of December 31, 2021, and will be recognized over a weighted average remaining period of three years.

Automation & Specialty Awards

In October 2018, the Company issued 536,030 restricted stock units to certain Automation & Specialty employees as a result of the acquisition and in accordance with the terms of the Employee Matters Agreement. The aggregate fair value of these awards totaled $21.0 million. Based upon the vesting provisions of these awards, $3.1 million of the fair value attributed to preacquisition services of the A&S employees and was recognized as purchase price consideration. The remaining compensation will be recognized over the remaining service period.

Stock Options

The fair value of each stock option granted was estimated on the date of grant using the Black-Scholes valuation model that uses the following weighted-average assumptions:

	Years Ended December 31,
	2021	2020
Expected term (in years)	6.0 - 6.5		6.0
Expected volatility factor	43.11% - 42.16%		30.37	%
Risk free interest rate	0.66% - 0.75%		1.42	%
Expected dividend yield	0.80% - 0.82%		1.95	%

The expected life of the options was calculated using the simplified method. The Company uses the simplified method to determine the expected term, as management does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The Company’s expected volatility assumption for options granted is based on the historical volatility

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of the Company's common stock price over the expected life of the options. The weighted average risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant. The dividend yield uses the most recent quarterly dividend and the stock price as of the grant date, annualized and continuously compounded.

The following table summarizes the stock option activity under the Company’s plan for the year ended December 31, 2021:

	Weighted Average Remaining Contractual Life in Years		Options (In thousands)			Weighted-average grant date fair value		Aggregate Intrinsic Value (In millions)
Outstanding at January 1, 2021				460.7		$	32.48
Granted				124.7			59.40
Exercised				(72.2	)		30.72
Canceled/Forfeited				(13.2	)		39.43
Outstanding at December 31, 2021		8.0		500.0		$	39.26	$	7.1
Exercisable at December 31, 2021		7.8		231.3		$	35.83	$	3.9
Unvested and expected to vest at December 31, 2021		8.2		254.4		$	42.02	$	3.1

The intrinsic value of options exercised during the year ended December 31, 2021 was $2.5 million. Cash proceeds from the exercise of stock options for the year ended December 31, 2021 was $2.2 million.

Restricted Stock Units

The following table summarizes the Restricted Stock Unit (“RSU”) activity under the Company’s plan for the year ended December 31, 2021:

	Shares (In thousands)			Weighted-average grant date fair value		Aggregate Intrinsic Value (In millions)
Unvested at January 1, 2021		515.8		$	35.26
Granted		158.1			59.32
Vested		(221.3	)		38.40
Canceled/Forfeited		(32.1	)		40.50
Unvested at December 31, 2021		420.5		$	42.21	$	21.7

The total fair value and total intrinsic value of RSUs vested during the year ended December 31, 2021 was $8.5 million and $13.0 million, respectively.

Performance Share Awards

During fiscal 2021, 2020 and 2019, the Company granted Performance Share Awards (“PSAs”) to certain of its officers and employees. The performance objective of the PSAs measures the Total Shareholder Return (“TSR”) against the TSR for a peer group of companies over a measurement period of three years from the time of grant. Award payouts for the PSAs are based on the percentile rank of the Company’s TSR compared to the TSR of peer group companies over the performance period. The following table summarizes the PSA activity under the Company’s plan for the year ended December 31, 2021:

	Shares (In thousands)			Weighted-average grant date fair value		Aggregate Intrinsic Value (In millions)
Unvested at January 1, 2021		268.0		$	36.21
Granted		63.7			63.03
Vested		(28.3	)		45.80
Canceled/Forfeited		(16.9	)		51.25
Unvested at December 31, 2021		286.5		$	40.23	$	14.8

The total fair value and total intrinsic value of PSAs vested during the year ended December 31, 2021 was $1.3 million and $1.6 million, respectively.

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The fair value of PSAs is determined utilizing the Monte Carlo simulation model. The following weighted-average assumptions were used in the Monte Carlo simulation model, which were based on historical data and standard industry valuation practices and methodology:

	Years Ended December 31,
	2021			2020
PSA fair value per share	$	64.43		$	34.35
Expected volatility factor		55.85	%		34.23	%
Risk free interest rate		0.18	%		1.35	%
Expected dividend yield		0.00	%		0.00	%

Share Repurchase Program

On October 19, 2016, our board of directors approved a share repurchase program authorizing the buyback of up to $30.0 million of the Company's common stock through December 31, 2019. This program expired effective December 31, 2019.

13. Concentrations

Financial instruments, which are potentially subject to counterparty performance and concentrations of credit risk, consist primarily of trade accounts receivable. The Company manages these risks by conducting credit evaluations of customers prior to delivery or commencement of services. When the Company enters into a sales contract, collateral is normally not required from the customer. Payments are typically due within 30 days of billing. An allowance for potential credit losses is maintained, and losses have historically been within management’s expectations. No customer represented greater than 10% of total sales for the years ended December 31, 2021, 2020 and 2019.

The Company is also subject to counter party performance risk of loss in the event of non-performance by counterparties to financial instruments, such as cash and investments and derivative transactions. Cash and investments are held by well-established financial institutions and invested in AAA rated mutual funds or United States Government securities. The Company is exposed to swap counterparty credit risk with financial institutions. The Company’s counterparties are well-established financial institutions.

14. Restructuring, Asset Impairment, and Transition Expenses

From time to time, the Company will initiate various restructuring programs and incur severance and other restructuring costs.

During 2017, the Company commenced a restructuring plan (“2017 Altra Plan”) as a result of the Company’s purchase of Stromag and to rationalize its global renewable energy business. The actions taken pursuant to the 2017 Altra Plan included reducing headcount, facility consolidations and the elimination of certain costs. In 2021, the Company did not incur any costs as a result of the 2017 Altra Plan. In 2020, the Company incurred $0.5 million related to headcount reduction. The amounts for 2019 were comprised of $1.8 million related to headcount reduction, $1.5 million in facility consolidation costs, $1.5 million in relocation costs, and $0.9 million in other restructuring expenses. The Company does not expect to incur any additional material costs as a result of the 2017 Altra Plan.

During 2019, the Company commenced a restructuring plan (“2019 Altra Plan”) to drive efficiencies, reduce the number of facilities and optimize its operating margin. The Company expects to incur an additional $1 - $2 million in restructuring expenses under the 2019 Altra Plan over the next two years, primarily related to headcount reductions and plant consolidations. For the year to date period ended December 31, 2021, the Company recorded approximately $2.0 million in expenses related to workforce reductions, $0.8 million in expenses related to facilities consolidation and relocation costs, and $0.2 million in other restructuring expense related charges. For the year to date period ended December 31, 2020, the Company recorded approximately $5.0 million in expenses related to workforce reductions, $0.6 million in expenses related to facilities consolidation and relocation costs, and $1.3 million in other restructuring expense related charges. For the year to date period ended December 31, 2019, the Company recorded approximately $5.9 million in expenses related to workforce reductions, $1.5 million in expenses related to facilities consolidation and relocation costs, and $1.0 million in other restructuring expense related charges.

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The following table is a reconciliation of the accrued restructuring costs between January 1, 2019 and December 31, 2021.

	2017 Altra Plan			2019 Altra Plan			Total All Plans
Balance at January 1, 2019	$	1.9		$	—		$	1.9
Restructuring expense incurred		5.7			8.4			14.1
Cash payments		(6.1	)		(5.8	)		(11.9	)
Balance at December 31, 2019		1.5			2.6			4.1
Restructuring expense incurred		0.5			6.9			7.4
Cash payments		(1.5	)		(7.7	)		(9.2	)
Balance at December 31, 2020		0.5			1.8			2.3
Restructuring expense incurred		—			3.0			3.0
Cash payments		(0.5	)		(4.3	)		(4.8	)
Balance at December 31, 2021	$	—		$	0.5		$	0.5

The total accrued restructuring reserve as of December 31, 2021 relates to severance to be paid to former employees and facility consolidation and relocation costs under the 2019 Altra Plan and is recorded in accruals and other current liabilities on the accompanying consolidated balance sheet.

The following table is a reconciliation of restructuring expense by segment for the year ending December 31, 2021.

	2017 Altra Plan		2019 Altra Plan		Total All Plans
Power Transmission Technologies	$	—	$	1.8	$	1.8
Automation & Specialty		—		1.2		1.2
Expense for the year ending December 31, 2021	$	—	$	3.0	$	3.0

The following table is a reconciliation of restructuring expense by segment for the year ending December 31, 2020.

	2017 Altra Plan		2019 Altra Plan		Total All Plans
Power Transmission Technologies	$	0.5	$	4.2	$	4.7
Automation & Specialty		—		2.7		2.7
Expense for the year ending December 31, 2020	$	0.5	$	6.9	$	7.4

The following table is a reconciliation of restructuring expense by segment for the year ending December 31, 2019.

	2017 Altra Plan		2019 Altra Plan		Total All Plans
Power Transmission Technologies	$	5.7	$	0.8	$	6.5
Automation & Specialty		—		7.6		7.6
Expense for the year ending December 31, 2019	$	5.7	$	8.4	$	14.1

15. Derivative Financial Instruments

The Company may manage changes in market conditions related to interest on debt obligations and foreign currency exposures by entering into derivative instruments, including interest rate and foreign currency swap agreements. All derivative instruments are recognized as either assets or liabilities on the balance sheet at fair value at the end of each period. The Company determines the fair value of financial instruments using quoted market prices whenever available. When quoted market prices are not available for various types of financial instruments (such as forwards, options and swaps), the Company uses standard models with market-based inputs, which take into account the present value of estimated future cash flows and the ability of Altra or the financial counterparty to perform. For cross-currency interest rate swaps, the significant inputs are interest rate curves for discounting future cash flows, and exchange rate curves of the foreign currency for translating future cash flows. For interest rate swaps, the significant inputs to these models are interest rate curves for discounting future cash flows that are adjusted for credit risk. Both cross-currency interest rate swaps and interest rate swaps are Level 2 investments. Refer to Note 1 for a description of the fair value levels. For designated

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hedging relationships, the Company formally documents the hedging relationship consistent with the requirements of ASC 815, Derivatives.

Cross-Currency Interest Rate Swaps

In December 2018, the Company entered into cross-currency swap agreements to hedge its net investment in Euro-denominated assets against future volatility in the exchange rate between the U.S. dollar and the Euro. By doing so, the Company synthetically converted a portion of its U.S. dollar-based long-term debt into Euro-denominated long-term debt. At inception, the cross-currency swaps were designated as net investment hedges.

For net investment hedges, changes in the fair value of the effective portion of the derivatives’ gains or losses are reported as foreign currency translation gains or losses in accumulated other comprehensive income (loss) (“AOCIL”). The gains or losses on derivative instruments reported in AOCIL are reclassified to earnings in the period in which earnings are affected by the underlying item, such as a disposal or substantial liquidations of the entities being hedged. For the year ended December 31, 2019, the Company recorded a gain in AOCIL of approximately $19.8 million, net of $3.6 million of tax. During the first quarter of 2020, the global economy declined substantially due to the impact of COVID-19. This decline resulted in a significant increase in the value of the U.S. dollar. The appreciation of the U.S. dollar resulted in the Company’s cross-currency interest rate swaps being substantially in-the-money. Given the increased cash value of the hedges and the Company’s overall desire to strengthen its cash position, the Company terminated the cross-currency interest rate swaps during the first quarter of 2020. The Company received the cash value of the cross-currency interest rate swaps of approximately $56.2 million upon termination. In addition, the Company paid the interest owed and received the interest due, resulting in the recognition of approximately $3.3 million in net interest income, and paid termination fees of approximately $0.9 million. Through the date of the termination of the cross-currency interest rate swaps, the Company recorded a gain in AOCIL of approximately $31.2 million, net of $9.9 million of tax. At December 31, 2021 and 2020, the Company had a gain in AOCIL of approximately $44.8 million, net of $11.4 million of tax. That balance will remain in AOCIL until the period in which earnings are affected by the underlying item, such as a disposal or substantial liquidations of the entities being hedged.

Interest Rate Swaps

In January 2017, the Company entered into an interest rate swap agreement designed to fix the variable interest rate payable on a portion of its outstanding borrowings. This interest rate swap matured on January 31, 2020. Additionally, in December 2018, the Company entered into an interest rate swap agreement designed to manage the cash flow risk caused by interest rate changes on the forecasted interest payments expected to occur related to a portion of its outstanding borrowings under the 2018 Altra Credit Agreement.

The interest rate swap agreement was designed to manage exposure to interest rates on the Company’s variable rate indebtedness and was recognized on the balance sheet at fair value. The Company designated this interest rate swap agreement as a cash flow hedge and changes in the fair value of the swap were recognized in other comprehensive income until the hedged items were recognized in earnings.

During the second quarter of 2020, the Company terminated the interest rate swap agreement. The Company paid the cash value of the interest rate swaps of approximately $34.7 million upon termination. In addition, the Company paid the interest owed and received the interest due, resulting in the recognition of approximately $0.1 million in net interest expense, and paid termination fees of approximately $0.1 million. Through the date of the termination of the interest rate swap, the Company recorded a loss in AOCIL of approximately $11.9 million, net of $3.8 million of tax benefit. For the year ended December 31, 2019, the Company recorded a loss in AOCIL of approximately $9.9 million, net of $1.7 million of tax benefit. The loss on the interest rate swap reported in AOCIL will be reclassified to earnings in future periods when the hedged transaction affects earnings or if it is determined that it is probable that the hedged transaction will not occur. The Company recorded $11.5 million and $3.3 million of net interest expense for the year to date periods ended December 31, 2020 and 2019, respectively. Approximately $9.0 million ($6.9 million net of tax) of the net interest expense is non-cash amortization, due to the termination of the interest rate swap, reclassified from AOCIL for the year to date period ended December 31, 2020.

In November 2021, the Company terminated the 2018 Credit Agreement. As a result of the decision to terminate the 2018 Credit Agreement, the remaining balance of the unrealized loss in AOCIL of $14.9 million was immediately reclassified to “Interest expense, net” in the accompanying consolidated statement of earnings. During the year ended December 31, 2021, the Company reclassified $25.7 million ($21.5 million net of tax) of non-cash interest expense from AOCIL to earnings.

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The following table summarizes the balance of the Company's derivative instruments designated as cash flow hedges (in millions).

	Amount of Gain/(Loss) in AOCIL
	2021		2020
Cash flow hedge:
Interest rate swap agreement	$	-	$	(25.7	)

16. Commitments and Contingencies

General Litigation

The Company is involved in various pending legal proceedings arising out of the ordinary course of business. These proceedings primarily involve commercial claims, product liability claims, personal injury claims, and workers’ compensation claims. With respect to these proceedings, management believes that the Company will prevail, has adequate insurance coverage or has established appropriate reserves to cover potential liabilities. Any costs that management estimates may be paid related to these proceedings or claims are accrued when the liability is considered probable and the amount can be reasonably estimated. There can be no assurance, however, as to the ultimate outcome of any of these matters, and if all or substantially all of these legal proceedings were to be determined adversely to the Company, there could be a material adverse effect on the results of operations, cash flows, or financial condition of the Company. We have established loss provisions for matters in which losses are probable and can be reasonably estimated. For matters where a reserve has not been established and for which we believe a loss is reasonably possible, as well as for matters where a reserve has been recorded but for which an exposure to loss in excess of the amount accrued is reasonably possible, we believe that such losses, individually and in the aggregate, will not have a material effect on our consolidated financial statements.

Our estimates regarding potential losses and materiality are based on our judgment and assessment of the claims utilizing currently available information. Although we will continue to reassess our reserves and estimates based on future developments, our objective assessment of the legal merits of such claims may not always be predictive of the outcome and actual results may vary from our current estimates. We will continue to consider the applicable guidance in ASC 450-20, based on the facts known at the time of our future filings, as it relates to legal contingencies, and will adjust our disclosures as may be required under the guidance.

There were no material amounts accrued in the accompanying consolidated balance sheets for potential litigation as of December 31, 2021 or 2020.

The Company also risks exposure to product liability claims in connection with products it has sold and those sold by businesses that the Company acquired. Although in some cases third parties have retained responsibility for product liability claims relating to products manufactured or sold prior to the acquisition of the relevant business and in other cases the persons from whom the Company has acquired a business may be required to indemnify the Company for certain product liability claims subject to certain caps or limitations on indemnification, the Company cannot assure that those third parties will in fact satisfy their obligations with respect to liabilities retained by them or their indemnification obligations. If those third parties become unable to or otherwise do not comply with their respective obligations including indemnity obligations, or if certain product liability claims for which the Company is obligated were not retained by third parties or are not subject to these indemnities, the Company could become subject to significant liabilities or other adverse consequences. Moreover, even in cases where third parties retain responsibility for product liability claims or are required to indemnify the Company, significant claims arising from products that have been acquired could have a material adverse effect on the Company’s ability to realize the benefits from an acquisition, could result in the reduction of the value of goodwill that the Company recorded in connection with an acquisition, or could otherwise have a material adverse effect on the Company’s business, financial condition, or operations.

Environmental

There is contamination at some of the Company’s current facilities, primarily related to historical operations at those sites, for which the Company could be liable for the investigation and remediation under certain environmental laws. The potential for contamination also exists at other of the Company’s current or former sites, based on historical uses of those sites. The Company currently is not undertaking any remediation or investigations and the costs or liability in connection with potential contamination conditions at these facilities cannot be predicted at this time because the potential existence of contamination has not been investigated or not enough is known about the environmental conditions or likely remedial requirements. Currently, other parties with contractual liability are addressing or have plans or obligations to address those contamination conditions that may pose a material risk to human health, safety or the environment. In addition, while the Company attempts to evaluate the risk of liability associated with these facilities at the time the Company acquired them, there may be environmental conditions currently unknown to the Company relating to prior, existing or future sites or operations or those of predecessor companies whose liabilities the Company may have assumed or acquired which could have a material adverse effect on the Company’s business.

The Company is being indemnified, or expects to be indemnified, by third parties subject to certain caps or limitations on the indemnification, for certain environmental costs and liabilities associated with certain owned or operated sites. Accordingly, based on the indemnification and the experience with similar sites of the environmental consultants who the Company has hired, the Company does not expect such costs and liabilities to have a material adverse effect on its business, operations or earnings. There can be no

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assurance, however, that those third parties will in fact satisfy their indemnification obligations. If those third parties become unable to, or otherwise do not, comply with their respective indemnity obligations, or if certain contamination or other liability for which the Company is obligated is not subject to these indemnities, the Company could become subject to significant liabilities.

From time to time, the Company is notified that it is a potentially responsible party and may have liability in connection with off-site disposal facilities. To date, the Company has generally resolved matters involving off-site disposal facilities for a nominal sum but there can be no assurance that the Company will be able to resolve pending or future matters in a similar fashion.

17. Segment and Geographic Information

The internal reporting structure used by our Chief Operating Decision Maker (“CODM”) to assess performance and allocate resources determines the basis for our reportable operating segments. Our CODM is our Chief Executive Officer, and he evaluates operations and allocates resources based on a measure of income from operations. Our operations are organized in two reporting segments that are aligned with key product types and end markets served, Power Transmission Technologies and Automation & Specialty:

•Power Transmission Technologies. This segment includes the following key product offerings:

oCouplings, Clutches & Brakes. Couplings are the interface between two shafts, which enable power to be transmitted from one shaft to the other. Clutches in this segment are devices that use mechanical, hydraulic, pneumatic, or friction type connections to facilitate engaging or disengaging two rotating members. Brakes are combinations of interacting parts that work to slow or stop machinery. Products in this segment are generally used in heavy industrial applications and energy markets.

oElectromagnetic Clutches & Brakes. Products in this segment include brakes and clutches that are used to electronically slow, stop, engage or disengage equipment utilizing electromagnetic friction type connections. Products in this segment are used in industrial and commercial markets including agricultural machinery, material handling, motion control, and turf & garden.

oGearing. Gears are utilized to reduce the speed and increase the torque of an electric motor or engine to the level required to drive a particular piece of equipment. Gears produced by the Company are primarily utilized in industrial applications.

•Automation & Specialty. Our Automation & Specialty segment consists of four key brands:

oKollmorgen: Provides rotary precision motion solutions, including servo motors, stepper motors, high performance electronic drives and motion controllers and related software, and precision linear actuators. These products are used in advanced material handling, aerospace and defense, factory automation, medical, packaging, printing, semiconductor, robotic and other applications.

oPortescap: Provides high-efficiency miniature motors and motion control products, including brush and brushless DC motors, can stack motors and disc magnet motors. These products are used in medical, industrial power tool and general industrial equipment applications.

oThomson: Provides systems that enable and support the transition of rotary motion to linear motion. Products include linear bearings, guides, glides, lead and ball screws, industrial linear actuators, clutch brakes, precision gears, resolvers and inductors. These products are used in factory automation, medical, mobile off-highway, material handling, food processing and other niche applications.

oJacobs Vehicle Systems (JVS): Provides renowned “Jake Brake” diesel engine braking systems and valve actuation mechanisms for the commercial vehicle market, including compression release, bleeder and exhaust brakes. These products are primarily used in heavy duty Class 8 truck engine applications. On February 8, 2022, we entered into an agreement with Cummins to divest all of our equity interest of the entities which collectively constitute the Jacobs Vehicle Systems business. See Note 18 to the consolidated financial statements for further information.

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Segment financial information and a reconciliation of segment results to consolidated results follows:

	Year Ended December 31,
	2021			2020			2019
Net Sales:
Power Transmission Technologies	$	924.8		$	818.6		$	907.7
Automation & Specialty		979.0			911.8			931.0
Inter-segment eliminations		(4.0	)		(4.4	)		(4.6	)
Net sales	$	1,899.8		$	1,726.0		$	1,834.1
Income from operations:
Segment earnings:
Power Transmission Technologies	$	128.6		$	97.5		$	113.5
Automation & Specialty (1)		(8.3	)		(10.4	)		132.3
Corporate (2)		(19.9	)		(2.2	)		(7.6	)
Restructuring and consolidation costs		(3.0	)		(7.4	)		(14.1	)
Income from operations		97.4			77.5			224.1
Other non-operating (income) expense:
Net interest expense		94.5			72.1			73.8
Other non-operating expense (income), net		(4.9	)		1.4			2.1
		89.6			73.5			75.9
Income before income taxes		7.8			4.0			148.2
(Benefit)/Provision for income taxes		(19.9	)		29.5			21.0
Net income/(loss)	$	27.7		$	(25.5	)	$	127.2

(1) During the fourth quarter of 2021, the Company recorded a non-cash impairment charge of $142.4 million at the JVS reporting unit related to the held for sale classification. During the first quarter of 2020, the Company recorded non-cash impairment charges of $8.4 million and $139.1 million for indefinite-lived intangible assets and goodwill, respectively, at the JVS reporting unit.

(2) Certain expenses are maintained at the corporate level and not allocated to the segments. These include various administrative expenses related to the corporate headquarters, depreciation on capitalized software costs, non-capitalizable software implementation costs and acquisition related expenses.

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Selected information by segment (continued)

	Years Ended December 31,
	2021		2020		2019
Depreciation and amortization:
Power Transmission Technologies	$	31.5	$	32.9	$	33.6
Automation & Specialty		88.2		91.5		92.0
Corporate		2.6		3.2		2.8
Total depreciation and amortization	$	122.3	$	127.6	$	128.4
	Years Ended December 31,
	2021		2020
Total assets:
Power Transmission Technologies	$	1,069.4	$	1,063.3
Automation & Specialty		2,879.2		2,997.3
Corporate (1)		182.0		147.5
Total assets	$	4,130.6	$	4,208.1

(1) Corporate assets are primarily cash and cash equivalents, tax related asset accounts, certain capitalized software costs, property, plant and equipment and deferred financing costs.

	Net Sales						Property, Plant and Equipment
	Years Ended December 31,						Years Ended December 31,
	2021		2020		2019		2021		2020
North America (primarily U.S.)	$	1,018.3	$	914.9	$	1,036.5	$	134.6	$	191.1
Europe excluding Germany		341.9		289.3		307.7		48.5		52.6
Germany		200.0		185.8		222.7		55.4		63.9
China		222.9		222.5		159.6		24.7		23.3
Asia and other (excluding China)		116.7		113.5		107.6		12.6		13.3
Total	$	1,899.8	$	1,726.0	$	1,834.1	$	275.8	$	344.2

Net sales to third parties are attributed to the geographic regions based on the country in which the shipment originates. Amounts attributed to the geographic regions for property, plant and equipment are based on the location of the entity, which holds such assets.

18. Subsequent Events

On February 8, 2022, the Company entered into a purchase and sale agreement (the “Purchase Agreement”) with Cummins Inc., an Indiana corporation (“Cummins”), pursuant to which, subject to the terms and conditions set forth therein, the Company has agreed to sell to Cummins all of the issued and outstanding equity interests of the entities which collectively constitute its Jacobs Vehicle Systems business segment for $325 million, in cash, subject to customary adjustments for cash and indebtedness and for changes in working capital from an agreed upon working capital target.

On February 9, 2022, the Company declared a dividend of $0.08 per share for the quarter ended March 31, 2022, payable on April 4, 2022 to stockholders of record as of March 17, 2022.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

1. Disclosure Controls and Procedures

As of December 31, 2021, or the Evaluation Date, our management, under the supervision and with the participation of our chief executive officer and chief financial officer, carried out an evaluation of the effectiveness of our “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in reports filed under the Exchange Act, such as this Form 10-K, is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including the principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosures. Based upon that evaluation, our chief executive officer and chief financial officer have concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective at a reasonable assurance level.

2. Internal Control Over Financial Reporting

(a) Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, our chief executive officer and chief financial officer, and implemented by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:

•pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of assets;

•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As discussed in Note 3 to the consolidated financial statements included in this Annual Report on Form 10-K, we acquired all of the issued and outstanding equity interests of Nook Industries, LLC on December 31, 2021. The financial statements of Nook Industries reflect total assets constituting 4% of the Company’s total assets as of December 31, 2021. As a result of the timing of the acquisition and as permitted by the Securities and Exchange Commission, management has excluded internal controls at Nook Industries from its assessment of the internal control over financial reporting as of December 31, 2021.

Our management, under the supervision and with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2021 based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management has concluded that our internal control over financial reporting was effective as of December 31, 2021.

The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included in this Annual Report on Form 10-K.

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(b) Report of the Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Altra Industrial Motion Corp.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Altra Industrial Motion Corp. and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 28, 2022, expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting of Nook Industries, LLC, which was acquired on December 31, 2021 and whose financial statements constitute 4% of total assets of the consolidated financial statement amounts as of December 31, 2021. Accordingly, our audit did not include the internal control over financial reporting of the Nook Industries, LLC.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 28, 2022

79

(c) Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rule 13a–15(f) under the Exchange Act) that occurred during our quarter ended December 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated by reference to our definitive 2022 Proxy Statement to be filed no later than 120 days after December 31, 2021.

Item 11. Executive Compensation

The information required by this item is incorporated by reference to our definitive 2022 Proxy Statement to be filed no later than 120 days after December 31, 2021.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated by reference to our definitive 2022 Proxy Statement to be filed no later than 120 days after December 31, 2021.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated by reference to our definitive 2022 Proxy Statement to be filed no later than 120 days after December 31, 2021.

Item 14. Principal Accounting Fees and Services

The information required by this item is incorporated by reference to our definitive 2022 Proxy Statement to be filed no later than 120 days after December 31, 2021.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) List of documents filed as part of this report:

(1) Financial Statements.

i. Consolidated Balance Sheets as of December 31, 2021 and 2020

ii. Consolidated Statements of Operations for the Fiscal Years ended December 31, 2021, 2020 and 2019

iii. Consolidated Statements of Comprehensive Income for the Fiscal Years ended December 31, 2021, 2020 and 2019

iv. Consolidated Statements of Stockholders’ Equity as of December 31, 2021, 2020 and 2019

v. Consolidated Statements of Cash Flows for the Fiscal Years ended December 31, 2021, 2020 and 2019

(2) Financial Statement Schedule

ii. Schedule II — Valuation and Qualifying Accounts

80

(3) Exhibits List

Number	Description
2.1(1)	LLC Purchase Agreement, dated as of October 25, 2004, among Warner Electric Holding, Inc., Colfax Corporation and CPT Acquisition Corp., a subsidiary of Altra Holdings, Inc. (P)
2.2(1)	Assignment and Assumption Agreement, dated as of November 21, 2004, between Altra Holdings, Inc. and Altra Industrial Motion, Inc. (P)
2.3	Equity Purchase Agreement, dated as of December 31, 2021, among Altra Industrial Motion Corp., Nook Industries, LLC, Nook Industries Holdings, Inc., the shareholders of Nook Industries, LLC party thereto, and Joseph H. Nook, III, as the sellers’ representative.* **
2.4	Purchase and Sale Agreement, dated February 8, 2022, between Cummins Inc. and Altra Industrial Motion Corp.*
3.1(2)	Second Amended and Restated Certificate of Incorporation of Altra Holdings, Inc.
3.2(12)	Certificate of Amendment to the Second Amended and Restated Articles of Incorporation of Altra Industrial Motion Corp., as filed with the Secretary of State of the State of Delaware
3.3(3)	Second Amended and Restated Bylaws of Altra Holdings, Inc.
3.4(6)	Certificate of Ownership and Merger of Altra Merger Sub, Inc. with and into Altra Holdings, Inc., to effect the Company name change, as filed with the Secretary of State of the State of Delaware on November 22, 2013.
4.1(2)	Form of Common Stock Certificate.
4.2(11)	Indenture, dated as of October 1, 2018, among Stevens Holding Company, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A.
4.3(11)	Supplemental Indenture, dated as of October 1, 2018, among Stevens Holding Company, Inc., Altra Industrial Motion Corp., the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A.
4.4(13)	Description of Securities
10.1(4)	Amended and Restated Employment Agreement, dated as of January 1, 2009, among Altra Industrial Motion, Inc., Altra Holdings, Inc. and Carl Christenson.†
10.2(5)	Amended and Restated Employment Agreement, dated as of November 5, 2012, among Altra Industrial Motion, Inc., Altra Holdings, Inc. and Christian Storch.†
10.3(3)	Form of Indemnity Agreement entered into between Altra Holdings, Inc. and the Directors and certain officers.†
10.4(7)	Form of Change of Control Agreement entered into among Altra Industrial Motion Corp. and certain officers.†
10.5(12)	Altra Industrial Motion Corp. 2014 Omnibus Incentive Plan, as amended and restated.†
10.6(9)	Separation and Distribution Agreement, dated as of March 7, 2018, among Fortive Corporations, Stevens Holding Company, Inc. and Altra Industrial Motion Corp.
10.7(10)	A&R Commitment Letter, dated as of March 28, 2018 among Fortive Corporation, Stevens Holding Company, Inc. and Altra Industrial Motion Corp.
10.8(10)	Employee Matters Agreement, dated as of March 7, 2018 among Fortive Corporation, Stevens Holding Company, Inc. and Altra Industrial Motion Corp.
10.9(11)	Tax Matters Agreement, dated as of October 1, 2018, among Fortive Corporation, Stevens Holding Company, Inc. and Altra Industrial Motion Corp.
10.10(11)	Transition Services Agreement, dated as of October 1, 2018, among Fortive Corporation, Stevens Holding Company, Inc. and Altra Industrial Motion Corp.
10.11(11)	Intellectual Property Cross-License Agreement, dated as of October 1, 2018, between Fortive Corporation and Altra Industrial Motion Corp.
10.12(11)	Credit Agreement, dated as of October 1, 2018, among Altra Industrial Motion Corp., the designated subsidiary borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.**

81

10.13(8)	Form of Altra Industrial Motion Corp.’s Restricted Stock Unit Award Agreement under Altra Industrial Motion Corp.’s 2014 Omnibus Incentive Plan, as amended and restated. †
10.14(8)	Form of Altra Industrial Motion Corp.’s Restricted Stock Award Agreement under Altra Industrial Motion Corp.’s 2014 Omnibus Incentive Plan, as amended and restated. †
10.15(8)	Form of Altra Industrial Motion Corp.’s Nonqualified Stock Option Award Agreement under Altra Industrial Motion Corp.’s 2014 Omnibus Incentive Plan, as amended and restated †
10.16(14)	Form of Altra Industrial Motion Corp.’s Restricted Stock Unit Award Agreement under Altra Industrial Motion Corp.’s 2014 Omnibus Incentive Plan.†
10.17(14)	Form of Altra Industrial Motion Corp.’s Performance Share Award Agreement under Altra Industrial Motion Corp.’s 2014 Omnibus Incentive Plan, as amended and restated. †
10.18	Credit Agreement, dated as of November 17, 2021, among Altra Industrial Motion Corp., the designated subsidiary borrowers party thereto, the lenders party thereto and Bank of Montreal, as administrative agent, sustainability structuring agent and collateral agent* **
10.19	Guarantee and Collateral Agreement, dated November 17, 2021, among Altra Industrial Motion Corp. and certain of its subsidiaries in favor of Bank of Montreal.*
10.20	Patent Security Agreement, dated November 17, 2021, among certain subsidiaries of Altra Industrial Motion Corp. in favor of Bank of Montreal.*
10.21	Trademark Security Agreement, dated November 17, 2021, among Altra Industrial Motion Corp. and certain of its subsidiaries in favor of Bank of Montreal.*
21.1	Subsidiaries of Altra Industrial Motion Corp.*
23.1	Consent of Deloitte & Touche LLP, independent registered public accounting firm.*
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101	The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, are formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Audited Consolidated Statement of Operations, (ii) the Audited Consolidated Statement of Comprehensive Income, (iii) the Audited Consolidated Balance Sheet, (iv) the Audited Consolidated Statement of Cash Flows, (v) the Statements of Stockholders’ Equity, (vi) Notes to Audited Consolidated Financial Statements, (vii) Valuation and Qualifying Accounts.*
104	The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, formatted in iXBRL and contained in Exhibit 101.

(1) Incorporated by reference to Altra Industrial Motion, Inc.’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on May 16, 2005.

(2) Incorporated by reference to Altra Holdings, Inc.’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 4, 2006.

(3) Incorporated by reference to Altra Holdings, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 27, 2008.

(4) Incorporated by reference to Altra Holdings, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2008.

(5) Incorporated by reference to Altra Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2012.

(6) Incorporated by reference to Altra Holdings, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2013.

(7) Incorporated by reference to Altra Industrial Motion Corp.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2015.

(8) Incorporated by reference to Altra Industrial Motion Corp.’s Current Report on Form 10-Q filed with the Securities and Exchange Commission on July 24, 2020.

(9) Incorporated by reference to Altra Industrial Motion Corp.’s Current Report on Form 8-K filed on March 9, 2018.

82

(10) Incorporated by reference to Altra Industrial Motion Corp.’s Quarterly Report on Form 10-Q for the period ended March 31, 2018 filed on May 5, 2018.

(11) Incorporated by reference to Altra Industrial Motion Corp.’s Current Report on Form 8-K, filed with the SEC on October 1, 2018.

(12) Incorporated by reference to Annex A filed with Altra Industrial Motion Corp.’s Proxy Statement filed with the Securities and Exchange Commission on March 26, 2020.

(13) Incorporated by reference to Altra Industrial Motion Corp.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2019.

(14) Incorporated by reference to Altra Industrial Motion Corp.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2020.

* Filed herewith.

† Management contract or compensatory plan or arrangement.

** Schedules and exhibits to these agreements have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish supplemental copies of such omitted schedules and exhibits to the Securities and Exchange Commission upon request.

(P) This Exhibit was originally filed in paper format. Accordingly, a hyperlink has not been provided.

Note: Altra Holdings, Inc. changed its name to Altra Industrial Motion Corp. effective November 22, 2013.

Item 15(a)(2)

ALTRA INDUSTRIAL MOTION CORP.

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

Allowance for Credit Losses:	Balance at Beginning of Period		Additions		Deductions			Balance at End of Period
For the year ended December 31, 2019	$	5.6	$	0.9	$	(1.4	)	$	5.1
For the year ended December 31, 2020		5.1		0.0		(0.2	)		4.9
For the year ended December 31, 2021	$	4.9	$	0.1	$	(0.9	)	$	4.1

83

Exhibit Index

Number	Description
2.3	Equity Purchase Agreement, dated as of December 31, 2021, among Altra Industrial Motion Corp., Nook Industries, LLC, Nook Industries Holdings, Inc., the shareholders of Nook Industries, LLC party thereto, and Joseph H. Nook, III, as the sellers’ representative.
2.4	Purchase and Sale Agreement, dated February 8, 2022, between Cummins Inc. and Altra Industrial Motion Corp.
10.18	Credit Agreement, dated as of November 17, 2021, among Altra Industrial Motion Corp., the designated subsidiary borrowers party thereto, the lenders party thereto and Bank of Montreal, as administrative agent, sustainability structuring agent and collateral agent
10.19	Guarantee and Collateral Agreement, dated November 17, 2021, among Altra Industrial Motion Corp. and certain of its subsidiaries in favor of Bank of Montreal
10.20	Patent Security Agreement, dated November 17, 2021, among certain subsidiaries of Altra Industrial Motion Corp. in favor of Bank of Montreal.
10.21	Trademark Security Agreement, dated November 17, 2021, among Altra Industrial Motion Corp. and certain of its subsidiaries in favor of Bank of Montreal.
21.1	Subsidiaries of Altra Industrial Motion Corp.
23.1	Consent of Deloitte & Touche LLP, independent registered public accounting firm.
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, are formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Audited Consolidated Statement of Operations, (ii) the Audited Consolidated Statement of Comprehensive Income, (iii) the Audited Consolidated Balance Sheet, (iv) the Audited Consolidated Statement of Cash Flows, (v) the Statements of Stockholders’ Equity, (vi) Notes to Audited Consolidated Financial Statements, (vii) Valuation and Qualifying Accounts.
104	The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, formatted in iXBRL and contained in Exhibit 101.

Item 16. Form 10-K Summary

None.

84

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ALTRA INDUSTRIAL MOTION CORP.
February 28, 2022	By:	/s/ Carl R. Christenson
		Name:	Carl R. Christenson
		Title:	Chairman and Chief Executive
			Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

February 28, 2022	By:	/s/ Carl R. Christenson
		Name:	Carl R. Christenson
		Title:	Chairman and Chief Executive
			Officer, Director
February 28, 2022	By:	/s/ Todd B. Patriacca
		Name:	Todd B. Patriacca
		Title:	Executive V.P., Chief Financial Officer
			and Treasurer, Chief Accounting Officer
February 28, 2022	By:	/s/ Lyle G. Ganske
		Name:	Lyle G. Ganske
		Title:	Director
February 28, 2022	By:	/s/ Scott Hall
		Name:	Scott Hall
		Title:	Director
February 28, 2022	By:	/s/ Nicole Parent Haughey
		Name:	Nicole Parent Haughey
		Title:	Director
February 28, 2022	By:	/s/ Margot Hoffman
		Name:	Margot Hoffman
		Title:	Director
February 28, 2022	By:	/s/ Thomas W. Swidarski
		Name:	Thomas W. Swidarski
		Title:	Director
February 28, 2022	By:	/s/ La Vonda Williams
		Name:	La Vonda Williams
		Title:	Director
February 28, 2022	By:	/s/ James H. Woodward, Jr.
		Name:	James H. Woodward, Jr.
		Title:	Director

85

EX-2.3

Exhibit 2.3

EXECUTION VERSION

Equity Purchase Agreement

among

Altra Industrial Motion Corp.

(“Buyer”)

and

Nook Industries, LLC

(the “Company”)

Nook Industries Holdings, Inc.

(“Holdco”)

and

the

Shareholders

of

the Company

(“Sellers”)

and

Joseph H. Nook, III, as Sellers’ Representative

(“Sellers’ Representative”)

December31, 2021

TABLE OF CONTENTS

Page

ARTICLE 1 Definitions		2
1.1	Definitions.	2
1.2	Accounting Terms.	2
ARTICLE 2 Purchase and Sale		2
2.1	Purchase and Sale	2
2.2	Purchase Price.	2
2.3	Estimated Purchase Price; Payment of Indebtedness	2
2.4	Post-Closing Adjustment.	3
2.5	Allocation to Sellers of the Purchase Price.	6
2.6	Required Withholding	6
ARTICLE 3 Representations and Warranties Concerning the Transaction		7
3.1	Authority; Capacity and Representation.	7
3.2	Ownership of Shares and Interests	8
3.3	Execution and Delivery; Enforceability	8
3.4	Noncontravention.	8
3.5	Legal Proceedings	9
3.6	Brokerage	9
3.7	No Additional Representations	9
ARTICLE 4 Representations and Warranties Concerning the Company		10
4.1	Organization and Good Standing; Authority; Enforceability.	10
4.2	Capital Shares; Interests.	11
4.3	Other Ventures	12
4.4	Noncontravention.	12
4.5	Financial Statements.	13
4.6	Absence of Certain Changes or Events	14
4.7	Taxes	15
4.8	Employees	17
4.9	Employee Benefit Plans and Other Compensation Arrangements	18
4.10	Permits; Compliance with Laws	21
4.11	Real and Personal Properties.	21
4.12	Intellectual Properties.	22
4.13	Contracts	24

i

4.14	Litigation	27
4.15	Insurance	27
4.16	Environmental Matters	28
4.17	Related Party Transactions	28
4.18	Product Liability and Warranty	29
4.19	Material Customers and Suppliers	30
4.20	Accounts Receivable; Accounts Payable	30
4.21	Insolvency Proceedings	31
4.22	Powers of Attorney and Bank Accounts	31
4.23	Indebtedness	31
4.24	Inventory	31
4.25	Discontinued Operations	31
4.26	No Other Agreement to Sell	31
4.27	Government Contracts.	32
4.28	Title to Assets	35
4.29	Brokerage	35
4.30	No Additional Representations	36
ARTICLE 5 Representations and Warranties of Buyer		36
5.1	Organization; Authorization	36
5.2	Execution and Delivery; Enforceability	37
5.3	Noncontravention.	37
5.4	Investment Intent; Restricted Interests	37
5.5	Sufficiency of Funds	38
5.6	Solvency	38
5.7	Brokerage	38
5.8	Due Diligence Investigation	38
ARTICLE 6 Conditions Precedent		39
6.1	Conditions to Buyer’s Obligation	39
6.2	Conditions to Sellers’ and Holdco’s Obligation	41
ARTICLE 7 The Closing		42
ARTICLE 8 Additional Covenants and Agreements		43
8.1	Intentionally omitted.	43
8.2	Miscellaneous Covenants.	44
8.3	Intentionally omitted.	49

ii

8.4	Release.	49
8.5	Employee and Employee Benefit Matters.	50
8.6	Use of Name	51
8.7	Copy of the Virtual Data Room and Electronic Files	52
8.8	Non-Competition; Non-Solicitation	52
8.9	Representation and Warranty Policy	54
8.10	Payments Received	54
8.11	Excluded Assets and Liabilities	54
8.12	Insurance	54
ARTICLE 9 Tax Matters		55
9.1	Apportionment of Taxes	55
9.2	Tax Returns; Refunds.	55
9.3	Controversies	57
9.4	Cooperation	58
9.5	Transfer Taxes	58
9.6	Successors	58
ARTICLE 10 Survival of Representations, Warranties and Covenants		59
10.1	Survival of Representations, Warranties and Covenants.	59
10.2	Indemnification by Sellers and Holdco	59
10.3	Indemnification by Buyer	60
10.4	Procedures.	60
10.5	Interpretation	63
10.6	Tax Treatment of Indemnity Payments	63
10.7	Escrow Termination	63
ARTICLE 11 Certain Definitions		64
ARTICLE 12 Construction; Miscellaneous Provisions		77
12.1	Notices	77
12.2	Entire Agreement	78
12.3	Modification.	78
12.4	Jurisdiction and Venue.	78
12.5	Enforcement.	79
12.6	Binding Effect	79
12.7	Headings.	80
12.8	Number and Gender; Inclusion.	80

iii

12.9	Counterparts	80
12.10	Third Parties	80
12.11	Disclosure Letter and Exhibits	80
12.12	Time Periods	80
12.13	Construction	81
12.14	Governing Law	81
12.15	Non-Recourse	81
12.16	Company Engagements; Privileged Information.	81
12.17	Joint Drafting	82

EXHIBITS:

Exhibit A: Working Capital Calculation

Exhibit B: Form of Representation and Warranty Policy

Exhibit C-1: Form of E. 49th Street Lease Agreement

Exhibit C-2: Form of Mercantile Road Lease Agreement

Exhibit D: Form of Escrow Agreement

iv

EQUITY PURCHASE AGREEMENT

THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 31st day of December, 2021, among Altra Industrial Motion Corp., a Delaware corporation (“Buyer”), Nook Industries, LLC, a Nevada limited liability company (the “Company”), Nook Industries Holdings, Inc., a Delaware corporation (“Holdco”), each of the Persons identified in Section 4.2(a) of the Disclosure Letter (each, a “Seller,” and collectively, “Sellers”) and Joseph H. Nook, III, in his capacity as Sellers’ Representative (“Sellers’ Representative”).

RECITALS:

A. Sellers own all of the issued and outstanding Shares (as defined and described in Section 4.2(a)).

B. At least two days prior to the Closing Date, Sellers contributed the Shares to Holdco in exchange for shares of common stock of Holdco in the same proportion (the “Contribution”), then Holdco filed an IRS Form 8869 to elect for the Company to be treated as a “qualified subchapter S subsidiary” within the meaning of Section 1361(b)(3) of the Code (the “QSub Election”), with such election effective as of the date of the Contribution, and at least one day following the date of the Contribution and at least one day prior to the Closing Date, Holdco caused the Company to be converted into Nook Industries, LLC, a Nevada limited liability company (the “Conversion,” and together with the Contribution and the QSub Election, the “Reorganization”). The Contribution and QSub Election together are intended to be transactions described in IRS Revenue Ruling 2008-18 and a reorganization pursuant to Section 368(a)(1)(F) of the Code.

C. Following the consummation of the Reorganization, Sellers own all of the issued and outstanding capital stock of Holdco and Holdco owns all of the issued and outstanding membership interests (the “Interests”) in the Company.

D. Following the Reorganization, but prior to the Closing, the Company caused (i) all of the issued and outstanding equity interests in Nook International Corporation, a Delaware corporation and direct Subsidiary of the Company (the “IC-DISC”) to be distributed to Sellers in accordance with the IC-DISC’s Organizational Documents and applicable Law (the “IC-DISC Distribution”) and (ii) all intercompany agreements between the IC-DISC, on the one hand, and the Company, on the other hand, to be terminated.

E. Following the IC-DISC Distribution, the IC-DISC is no longer a Subsidiary of the Company and the Company has no Subsidiaries.

F. For purposes of this Agreement, unless the context indicates otherwise, references to the “Company” shall include (i) the IC-DISC, prior to the IC-DISC Distribution and (ii) Nook Industries, Inc., prior to the Conversion.

G. Buyer shall purchase from Holdco, and Holdco shall sell to Buyer, the Interests, upon and subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements set forth in this Agreement and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer, the Company, Holdco, Sellers and Sellers’ Representative, intending to be legally bound, hereby agree as set forth herein.

ARTICLE 1
Definitions

1.1 Definitions. Certain terms used in this Agreement shall have the meanings set forth in Article 11, or elsewhere herein as indicated in Article 11.

1.2 Accounting Terms. Accounting terms used in this Agreement and not otherwise defined herein shall have the meanings attributed to them under GAAP, except as may otherwise be specified herein.

ARTICLE 2
Purchase and Sale

2.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Holdco shall sell, convey, assign, transfer and deliver to Buyer, free and clear of all Liens, and Buyer shall purchase and acquire from Holdco, all of Holdco’s legal and beneficial right, title and interest in and to all of the Interests owned by Holdco.

2.2 Purchase Price. The aggregate purchase price (the “Purchase Price”), which is subject to adjustment as set forth in Section 2.4, for all of the Interests shall be an amount equal to:

(a) One Hundred Thirty Five Million Two Hundred Fifty Thousand Dollars ($135,250,000);

(b) plus an amount equal to the Closing Cash;

(c) minus an amount equal to the Closing Indebtedness;

(d) plus the amount, if any, by which the Closing Working Capital exceeds the High-End Working Capital Target, or minus the amount, if any, by which the Low-End Working Capital Target exceeds the Closing Working Capital;

(e) minus an amount equal to the Transaction Bonuses; and

(f) minus an amount equal to the Selling Expenses.

2.3 Estimated Purchase Price; Payment of Indebtedness. Five (5) Business Days before the date hereof, the Company estimated in good faith the amount of the Closing Cash, the Closing Indebtedness, the Closing Working Capital, the Transaction Bonuses and the Selling Expenses, respectively, as of 11:59 p.m. Eastern Standard Time on the Closing Date and delivered to Buyer a certificate (the “Closing Certificate”) setting forth such good faith estimates of the

Closing Cash, the Closing Indebtedness, the Closing Working Capital, the Transaction Bonuses and the Selling Expenses, along with reasonable supporting detail therefor, such estimates and calculations to be prepared in a manner consistent with, and using the same accounting methods, policies, practices and procedures as used in the preparation of, the Month-End Financial Statements, including the Accounting Policies. Three (3) Business Days before the date hereof, the Company estimated, and delivered to Buyer, the calculation of the Estimated Purchase Price. As used herein, “Estimated Closing Cash,” “Estimated Closing Indebtedness,” “Estimated Closing Working Capital,” “Estimated Transaction Bonuses” and “Estimated Selling Expenses” mean the estimates of the Closing Cash, the Closing Indebtedness, the Closing Working Capital, the Transaction Bonuses and the Selling Expenses, respectively, set forth in the Closing Certificate, and “Estimated Purchase Price” means an amount equal to the Purchase Price calculated as set forth in Section 2.2, assuming for purposes of such calculation that the Closing Cash is equal to the Estimated Closing Cash, that the Closing Indebtedness is equal to the Estimated Closing Indebtedness, that the Closing Working Capital is equal to the Estimated Closing Working Capital, that the Transaction Bonuses are equal to the Estimated Transaction Bonuses and that the Selling Expenses are equal to the Estimated Selling Expenses. Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall: (a) pay and deliver the Estimated Purchase Price (as determined in accordance with the preceding sentence), less the sum of the Adjustment Escrow Amount and the sum of the Indemnity Escrow Amount (the “Closing Cash Payment”), to Holdco by means of a wire transfer of immediately available cash funds to an account as directed by Sellers’ Representative no less than five (5) Business Days prior to the anticipated Closing Date (the “Sellers’ Account”); (b) pay and deliver to the Escrow Agent the Adjustment Escrow Amount and the Indemnity Escrow Amount, to be held pursuant to the terms of this Agreement and the Escrow Agreement; (c) on behalf of the Company, pay the Indebtedness of the Company identified in Section 2.3(b) of the Disclosure Letter (collectively, the “Repaid Closing Indebtedness”); and (d) on behalf of the Company, pay the Selling Expenses and the Transaction Bonuses.

2.4 Post-Closing Adjustment.

2.4.1 Adjustment Statement Preparation. Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Sellers’ Representative an adjustment statement setting forth Buyer’s written, good faith determination and calculation of the amount of the Closing Cash, the Closing Indebtedness, the Closing Working Capital, the Transaction Bonuses and the Selling Expenses, respectively, as of 11:59 p.m. Eastern Standard Time on the Closing Date (the “Preliminary Adjustment Statement”) and, based on the Closing Cash, the Closing Indebtedness, the Closing Working Capital, the Transaction Bonuses and the Selling Expenses as derived therefrom, Buyer’s written, good faith determination and calculation of the Purchase Price and the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase Price (the “Preliminary Post-Closing Adjustment”). The Preliminary Adjustment Statement and the Final Adjustment Statement (as defined below) shall be prepared in a manner consistent with, and using the same accounting methods, policies, practices and procedures as used in the preparation of, the Month-End Financial Statements, including the Accounting Policies. In preparing the Preliminary Adjustment Statement: (a) any and all effects on the assets or Liabilities of the Company of any financing or refinancing arrangements entered into by Buyer at any time on or after the Closing Date shall be entirely disregarded and (b) there shall not be taken into account any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made after the Closing Date with respect to the Company or its business or assets, or any facts or

circumstances that are unique or particular to Buyer or any assets or Liabilities of Buyer, or any obligation for the payment of the Purchase Price hereunder.

2.4.2 Adjustment Statement Review. Sellers’ Representative, on behalf of Holdco and all Sellers, shall review the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment and, if Sellers’ Representative believes that either was not prepared in accordance with Section 2.4.1, Sellers’ Representative shall so notify Buyer in writing no later than thirty (30) days after Sellers’ Representative’s receipt of the Preliminary Adjustment Statement, setting forth in such notice Sellers’ Representative’s objection or objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with reasonable particularity of the adjustments which Sellers’ Representative claims are required to be made thereto in order to conform same to the terms of Section 2.4.1. Buyer shall cause the Company and its officers, employees, agents and Representatives to provide reasonable cooperation with the accountants and advisors of Sellers (including Sellers’ Representative) in the review of the Preliminary Adjustment Statement and, without limiting the generality of the foregoing, shall cause the books and records of the Company used by the Company in the preparation of the Preliminary Adjustment Statement to be made available during normal business hours to such representatives, and shall cause the necessary personnel of the Company to reasonably assist such Representatives in their review of the Preliminary Adjustment Statement, including by granting such persons reasonable access to the facilities of the Company upon reasonable advance notice. The fees and expenses of any such accountants and advisors retained by Sellers’ Representative shall be paid by Sellers’ Representative.

2.4.3 Adjustment Statement Dispute Resolution. If Sellers’ Representative timely notifies Buyer in accordance with Section 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Buyer and Sellers’ Representative are unable to resolve such dispute through good faith negotiations within fifteen (15) days after Sellers’ Representative’s delivery of such written notice of objection, then the parties shall mutually engage and submit such dispute to, and same shall be finally resolved in accordance with the provisions of this Agreement by KPMG LLP or if such firm is unable or unwilling to act, such other nationally recognized, independent, public accounting firm mutually agreed upon by Sellers’ Representative and Buyer in writing (which shall not have any material relationship with Buyer, Sellers, Holdco or Sellers’ Representative) (the “Independent Accountants”). If Sellers’ Representative and Buyer are unable to agree on the Independent Accountants, then each of Sellers’ Representative and Buyer shall select a nationally recognized major accounting firm, and the two (2) firms will mutually select a third nationally recognized major accounting firm to serve as the Independent Accountants. Buyer and Sellers’ Representative shall have the opportunity to present their positions with respect to such disputed matters to the Independent Accountants in accordance with the requirements of this Section 2.4. The Independent Accountants shall determine and report in writing to Buyer and Sellers’ Representative as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require. The parties hereto agree that all adjustments shall be made without regard to materiality. Such determinations by the Independent Accountants shall be final, binding and conclusive as to Buyer, Sellers, Holdco, Sellers’ Representative and their respective Affiliates upon which a judgment may be rendered by a court having proper jurisdiction over the party

against which such determination is to be enforced. With respect to each disputed item, the Independent Accountants shall adopt a position that is either equal to Buyer’s proposed position, equal to Sellers’ Representative’s proposed position, or inside of the range of the positions proposed by Buyer and Sellers’ Representative. Each party shall use commercially reasonable efforts to furnish to the Independent Accountants such work papers and other documents and information pertaining to the disputed items as the Independent Accountant may reasonably request. For the avoidance of doubt, there shall be no ex parte communications between any party and the Independent Accountants. Neither Buyer nor Sellers’ Representative will disclose to the Independent Accountants, and the Independent Accountants will not consider for any purpose, the fact or content of any settlement discussions or settlement offer made by or on behalf of Buyer or Sellers’ Representative unless otherwise agreed by Buyer and Sellers’ Representative in writing. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., Sellers’ Representative (on behalf of Sellers and Holdco), on the one hand, and Buyer, on the other hand) that assigned an aggregate amount to items in dispute that was, on a net basis, furthest in amount from the amount finally determined by the Independent Accountants. Judgment may be entered upon the determination of the Independent Accountants in any court having jurisdiction over the party against which such determination is to be enforced.

2.4.4 Final Adjustment Statement and Post-Closing Adjustment. The Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment shall become the “Final Adjustment Statement” and the “Final Post-Closing Adjustment,” respectively, and as such shall become final, binding and conclusive upon Buyer, Sellers, Holdco, Sellers’ Representative and their respective Affiliates for all purposes of this Agreement, upon the earliest to occur of the following:

(a) the mutual acceptance by Buyer and Sellers’ Representative of the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment, respectively, with such changes or adjustments thereto, if any, as may be proposed by Sellers’ Representative and consented to by Buyer in writing;

(b) the expiration of thirty (30) days after Sellers’ Representative’s receipt of the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment, respectively, without timely written objection thereto by Sellers’ Representative in accordance with Section 2.4.2; or

(c) the delivery to Buyer and Sellers’ Representative by the Independent Accountants of the written report of their determination of all disputed matters submitted to them pursuant to Section 2.4.3.

2.4.5 Adjustment of Purchase Price.

(a) If the Purchase Price, as finally determined in accordance with this Section 2.4, is greater than the Estimated Purchase Price, then (i) Buyer shall pay the amount of the Final Post-Closing Adjustment to Sellers’ Representative for the benefit of Holdco by means of a wire transfer of immediately available funds to the Sellers’ Account and (ii) Buyer and Sellers’ Representative shall deliver joint written instructions to the Escrow Agent directing the Escrow

Agent to disburse the Adjustment Escrow Amount to the Sellers’ Account in accordance with the terms of the Escrow Agreement.

(b) If the Purchase Price, as finally determined in accordance with this Section 2.4, is less than the Estimated Purchase Price, then Buyer and Sellers’ Representative shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to disburse the amount of such Final Post-Closing Adjustment to Buyer from the Adjustment Escrow Amount in accordance with the terms of the Escrow Agreement; provided, that (i) if the Final Post-Closing Adjustment is less than the Adjustment Escrow Amount, Buyer and Sellers’ Representative shall direct the Escrow Agent to disburse the balance of the Adjustment Escrow Amount to the Sellers’ Account; and (ii) if the Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount, the amount by which the Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount shall be paid by Sellers’ Representative (on behalf of Holdco) to Buyer by means of a wire transfer of immediately available funds to an account designated by Buyer.

(c) All payments due and payable pursuant to this Section 2.4.5 shall be made no later than five (5) Business Days after the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment become the Final Adjustment Statement and the Final Post-Closing Adjustment, respectively, pursuant to Section 2.4.4. For Tax purposes, any payment by Buyer, Holdco or Sellers under this Agreement shall be treated as an adjustment to the Purchase Price unless a contrary treatment is required by Law.

2.5 Allocation to Sellers of the Purchase Price. The payment by Buyer of the Purchase Price (including any additional amount required pursuant to Section 2.4.5) into the Sellers’ Account or as otherwise provided in Section 2.3 shall constitute payment by Buyer to Holdco and satisfaction of Buyer’s obligation to pay such amount hereunder. After such payment by Buyer, Sellers’ Representative shall be solely responsible for allocating and distributing to each Seller such Seller’s respective share of the Purchase Price from the Sellers’ Account. Nothing in this Section 2.5 is intended or shall be construed to confer on any Seller rights against Buyer related to the portion of the Purchase Price allocated to such Seller or the net proceeds received after delivery of the same into the Sellers’ Account.

2.6 Required Withholding. Notwithstanding anything in this Agreement to the contrary, Buyer, the Company, Holdco, Sellers and any of their respective Affiliates shall be entitled to deduct and withhold (or cause to be deducted or withheld), as the case may be, from the consideration otherwise payable to any Person pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payments under the Code, or any provision of any Tax Law; provided, that Buyer and the Company shall provide Sellers’ Representative with reasonable notice of any proposed deduction and withholding prior to making such deduction or withholding (other than in respect of any amounts treated as compensation for tax purposes or as a result of a failure to provide any documentation contemplated by this Agreement) and shall consult in good faith with Sellers’ Representative to reduce or eliminate the amount of such deduction or withholding. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid in accordance with this Agreement to the Person in respect of which such deduction and withholding was made, and such amounts shall be delivered by Buyer, the Company or Sellers’ Representative, as the case may be, to the applicable Taxing Authority.

ARTICLE 3
Representations and Warranties Concerning the Transaction

Each Seller and Holdco severally represents and warrants to Buyer as of the date hereof as follows (with the agreement that no Seller makes any representation or warranty in this Article 3 with respect to any other Seller):

3.1 Authority; Capacity and Representation.

(a) Such Seller possesses all requisite legal right, power, authority and capacity (individually, as trustee, or otherwise) to execute, deliver and perform this Agreement, and each other agreement, instrument and document to be executed and delivered by such Seller pursuant hereto (collectively, the “Seller Ancillary Agreements”), and to consummate the transactions contemplated herein and therein. The execution, delivery and performance by such Seller of this Agreement and the Seller Ancillary Agreements and the consummation by such Seller of the transactions contemplated hereby and thereby have been duly and validly authorized (by corporate action or otherwise) on the part of such Seller, including, as applicable, the beneficiaries of any such Seller.

(b) Each of the J. Nook 1982 Trust, J. Nook 2012 Trust, M. Nook 2012 Trust (FBO J. Nook), M. Nook 2012 Trust (FBO K. Slingsby), and M. Nook 2012 Trust (FBO M. Nook) (each a “Trust” and collectively, the “Trusts”) represents and warrants as follows:

(i) Such trust has been duly created and is validly existing under the Laws of the state in which such trust was initially created, and the situs and applicable law governing such trust has not changed from the initial situs and applicable Law provided in such trust’s initial governing instrument. A correct and complete trust agreement establishing such trust and currently in effect was validly executed and has not been terminated, revoked, modified, amended, decanted or otherwise been subject to any order of a court of competent jurisdiction, nor are any contracts, instruments or other agreements (whether written or, to the Sellers’ Knowledge, oral) in effect relating to the interpretation, modification, amendment, revocation or termination of such trust agreement.

(ii) Such trust has not been terminated, modified, decanted or subject to any order of a court of competent jurisdiction. The trustees of such trust are set forth on Section 3.1(b) of the Disclosure Letter, and such trustees are the only duly appointed and currently serving trustees of such trust. No beneficiary of such trust has exercised or plans to exercise a right to withdraw any property of such trust. Such trust has the requisite competence, capacity, power and authority to enter into, deliver and perform this Agreement, each Seller Ancillary Agreements to which it is a party and any other agreement or document necessary to perform this Agreement and to consummate the transactions contemplated herein. Such trust has duly executed this Agreement and each Seller Ancillary Agreement to which it is a party, and the execution, delivery and performance of this Agreement and of each such Seller Ancillary Agreement to which it is a party has been duly

authorized or approved by all necessary Persons. Such trust, and each trustee signing on behalf of such trust, has the full right, power and authority to execute, deliver and perform the Seller Ancillary Agreements to which such trust is a party and consummate the transactions contemplated by this Agreement without the approval or consent of any court or Governmental Authority, or any Person holding a beneficial interest in such trust (whether vested or contingent), or the settlor of such trust.

3.2 Ownership of Shares and Interests. Except as set forth in the Organizational Documents (in the case of each Seller which is a trust), as of the date hereof, such Seller is, and will be until the Contribution, the sole beneficial and record owner of, and has, and will have until the Contribution, good and marketable title to, all of such Seller’s Shares identified in Section 4.2(a) of the Disclosure Letter (as to each Seller, respectively, “Seller’s Respective Shares”), free and clear of all Liens (other than restrictions on transfer generally included under applicable federal and state securities Laws). As of the Closing, Holdco will be the sole beneficial and record owner of, and have good and marketable title to, all of the Interests. Upon payment for the Interests at Closing as provided in this Agreement, Holdco will convey to Buyer good and valid title to the Interests, free and clear of all Liens (other than (i) restrictions on transfer generally included under applicable federal and state securities Laws and (ii) those created by Buyer).

3.3 Execution and Delivery; Enforceability. This Agreement has been, and each Seller Ancillary Agreement upon delivery will be, duly executed and delivered by such Seller and constitutes, or upon such delivery will constitute, the legal, valid and binding obligation of such Seller, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by principles of equity (the “Enforceability Exceptions”).

3.4 Noncontravention.

(a) Except for the applicable requirements of the HSR Act (including the HSR Filing), neither the execution and delivery of this Agreement or any Seller Ancillary Agreement nor the consummation by such Seller of the transactions contemplated hereby or thereby, nor compliance by such Seller with any of the provisions hereof or thereof, will: (i) in the case that Seller is not a natural Person, conflict with or result in a breach of any provisions of the Organizational Documents of such Seller; (ii) violate any Law or Order applicable to such Seller or by which any properties or assets owned or used by such Seller are bound; (iii) result in a breach of any Contract to which such Seller is a party or by which any of such Seller’s assets or properties are bound; except in each case to the extent that any such conflict, breach or violation would not materially delay or impair the ability of such Seller to consummate the transactions contemplated by this Agreement; or (iv) constitute a breach of, violate, conflict with or give rise to or create any right or obligation under any trust agreement of any of the J. Nook 1982 Trust, J. Nook 2012 Trust, M. Nook 2012 Trust (FBO J. Nook), M. Nook 2012 Trust (FBO K. Slingsby), M. Nook 2012 Trust (FBO M. Nook).

(b) Except for the applicable requirements of the HSR Act (including the HSR Filing), no consent, approval, authorization or permit of, or filing with or notification to, any

Governmental Authority is required to be obtained or made by such Seller in connection with: (i) the execution, delivery and performance by such Seller of this Agreement or any Seller Ancillary Agreement; or (ii) the compliance by such Seller with any of the provisions hereof or thereof or the consummation by such Seller of the transactions contemplated hereby or thereby.

3.5 Legal Proceedings. There is no Order, and no Proceeding, at Law or in equity, pending or, to the knowledge of such Seller, threatened against such Seller, which would give a third party the right to enjoin or rescind the transactions contemplated by this Agreement or otherwise prevent such Seller from complying with the terms and provisions of this Agreement.

3.6 Brokerage. No Person is or will become entitled, by reason of any Contract entered into or made by or on behalf of such Seller, to receive any brokerage commission, finder’s fee, agent’s commission or other similar compensation in connection with the negotiations leading to this Agreement or the consummation of the transactions contemplated by this Agreement, other than fees payable to KeyBanc Capital Markets.

3.7 No Additional Representations. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE 3, EACH SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO SUCH SELLER’S RESPECTIVE SHARES AND THE CONDITION, VALUE OR QUALITY OF THE COMPANY OR COMPANY’S ASSETS, AND SUCH SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE COMPANY’S ASSETS, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT SUCH SUBJECT ASSETS ARE BEING ACQUIRED “AS IS, WHERE IS” ON THE CLOSING DATE, AND IN THEIR PRESENT CONDITION, AND BUYER SHALL RELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF AND THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS IN ARTICLE 4. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 3 HEREOF AND THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS IN ARTICLE 4, EACH SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF THE COMPANY OR ANY OF ITS AFFILIATES). SUCH SELLER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING ANY PROJECTION OR FORECAST REGARDING FUTURE RESULTS OR ACTIVITIES OR THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY.

ARTICLE 4
Representations and Warranties Concerning the Company

Joseph H. Nook, III, the M. Nook 2012 Trust (FBO J. Nook), Holdco and the Company, jointly and severally, represent and warrant to Buyer as of the date hereof as follows:

4.1 Organization and Good Standing; Authority; Enforceability.

(a) The Company is, and until the Conversion will be, a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. Following the Conversion, the Company will be a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. The IC-DISC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Holdco is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. Each of the Company and Holdco has all requisite power and authority to own and lease its assets and to operate its business as the same are now being owned, leased and operated. The Company is duly qualified or licensed to do business as a foreign entity in, and is in good standing in, each jurisdiction in which the nature of its business or its ownership of its properties requires it to be so qualified or licensed. The Company has delivered to Buyer a true, correct and complete copy of the Organizational Documents, as currently in effect, of the Company and Holdco. Section 4.1(a) (iii) of the Disclosure Letter lists all current officers and directors of each of the Company and Holdco, showing each such person’s name and position(s).

(b) The Company possesses all requisite legal right, power, authority and capacity (corporate or otherwise) to execute, deliver and perform this Agreement, and each other agreement, instrument and document to be executed and delivered by the Company pursuant hereto (collectively, the “Company Ancillary Agreements”), and to consummate the transactions contemplated herein and therein. The execution, delivery and performance by the Company of this Agreement and the Company Ancillary Agreements and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part of the Company. Holdco possesses all requisite legal right, power, authority and capacity (corporate or otherwise) to execute, deliver and perform this Agreement, and each other agreement, instrument and document to be executed and delivered by Holdco pursuant hereto (collectively, the “Holdco Ancillary Agreements”), and to consummate the transactions contemplated herein and therein. The execution, delivery and performance by Holdco of this Agreement and the Holdco Ancillary Agreements and the consummation by Holdco of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part of Holdco.

(c) This Agreement has been, and each Company Ancillary Agreement and Holdco Ancillary Agreement upon delivery will be, duly executed and delivered by the Company and Holdco, as applicable, and constitutes, or upon such delivery will constitute, the legal, valid and binding obligation of the Company and Holdco, as applicable, enforceable in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions.

4.2 Capital Shares; Interests.

(a) Capital Shares and Interests of the Company. The total number of shares of capital stock which the Company has the authority to issue is Seventy Thousand (70,000), of which Five Thousand (5,000) are Class A Voting Common Shares, without par value, and Sixty Five Thousand (65,000) are Class B Non-Voting Common Shares, without par value. Of such authorized shares, a total of Four Thousand Thirty Seven and 5/10 (4,037.5) Class A Voting Common Shares and Sixty Two Thousand Fifty Seven and 5/10 (62,057.5) Class B Non-Voting Common Shares are issued and outstanding (collectively, the “Shares,” and each, a “Share”), and as of the date hereof, the Shares are, and will be until the Contribution, owned of record by Sellers in the respective amounts corresponding to such Seller’s name as set forth in Section 4.2(a) of the Disclosure Letter. As of the date hereof, the Shares constitute, and until the Conversion, the Shares will constitute, all outstanding equity securities of the Company. Following the Conversion, the Interests will be owned of record by Holdco and the Interests will constitute all outstanding equity securities of the Company. All of the Shares have been, and the Interests will be, duly authorized and validly issued, are fully paid and nonassessable, and were issued in compliance with (i) the Organizational Documents of the Company, (ii) all applicable federal and state securities Laws and (iii) any preemptive rights or rights of first refusal of any Person. Except as set forth in Section 4.2(a) of the Disclosure Letter: (A) there are no voting trusts, proxies, equityholder agreements or other agreements or understandings with respect to the voting of any equity securities of the Company; (B) there does not exist, nor is there outstanding, any right or security granted to, issued to or entered into with any Person to cause the Company to issue, grant or sell any equity securities of the Company to any Person (including any warrant, stock option, call, preemptive right, convertible or exchangeable obligation, subscription for shares or securities convertible into or exchangeable for shares of the Company, or any other similar right, security, instrument or agreement) and there is no commitment or agreement to grant or issue any such right or security; (C) there is no obligation, contingent or otherwise, of the Company to: (i) repurchase, redeem or otherwise acquire any share or other equity interests of the Company; or (ii) provide funds to, or make any investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of any other Person (other than the IC-DISC); (D) there are no bonds, debentures, notes or other indebtedness which have the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which equity holders of the Company are entitled to vote; (E) no distributions have accrued or been authorized but remain unpaid on the Shares or the Interests; and (F) there are no preemptive rights or rights of first refusal or first offer, nor are there any Contracts to which the Company is a party or by which the Company is bound, relating to any of the Shares, the Interests or any other equity securities of the Company, including with respect to the voting of any such equity securities of the Company.

(b) Ownership Interests of the Subsidiary. As of the date hereof, the authorized, issued and outstanding ownership interests of each Subsidiary is as set forth on Section 4.2(b) of the Disclosure Letter. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any ownership interests of any Subsidiary. There does not exist nor is there outstanding any right or security granted to, issued to, or entered into with, any Person to cause any Subsidiary to issue, grant or sell any ownership interests of such Subsidiary to any Person (including any warrant, option, call, preemptive right, convertible or exchangeable obligation, subscription for ownership interests or securities convertible into or exchangeable for ownership interests of such Subsidiary, or any other similar right, security, instrument or agreement), and there is no commitment or agreement to grant or issue any such right or security.

There is no obligation, contingent or otherwise, of any Subsidiary to: (i) repurchase, redeem or otherwise acquire any share of the capital stock or other equity interests of such Subsidiary; or (ii) provide funds to, or make any investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of, any other Person (other than the Company). There are no bonds, debentures, notes or other indebtedness which have the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which equity owners of such Subsidiary are entitled to vote. All of the outstanding ownership interests of the Subsidiary are owned by the Company, as set forth on Section 4.2(b) of the Disclosure Letter, free and clear of any Liens. The Company has no Liability related to any former Subsidiary or previously acquired entity. Notwithstanding anything to the contrary contained in this Agreement, and without limiting any other remedies hereunder, in the event that the representation and warranty in this Section 4.2 is not true and correct, any reference in this Agreement (including the Disclosure Letter and certificates or instruments delivered at Closing) to the Company shall include the Subsidiary to the extent reasonably applicable.

4.3 Other Ventures. The Company does not own of record or beneficially any equity ownership interest in any other Person, nor is it a partner or member of any partnership, limited liability company or joint venture (other than with respect to the ownership of the IC-DISC by the Company as set forth on Section 4.2(b) of the Disclosure Letter).

4.4 Noncontravention.

(a) Assuming all consents, approvals, authorizations, permits, filings and notifications set forth in Section 4.4(b) of the Disclosure Letter have been obtained or made, except (i) as set forth in Section 4.4(a) of the Disclosure Letter (organized by subcategory below), and (ii) for the applicable requirements of the HSR Act (including the HSR Filing), neither the execution and delivery of this Agreement or any of the Company Ancillary Agreements or Holdco Ancillary Agreements nor the consummation by the Company, Holdco or Sellers of the transactions contemplated hereby or thereby, nor compliance by the Company or Holdco with any of the provisions hereof or thereof, will: (A) result in a breach of any provisions of the Organizational Documents of the Company or Holdco; (B) result in the violation or breach of, result in the loss of any material benefit under, modify or cancel, result in the creation or imposition of any Lien upon any property or assets of the Company or Holdco pursuant to any term, condition or provision of, constitute a default under (with or without notice or lapse of time, or both), or give rise to any right of termination, consent, amendment, cancellation, modification or acceleration with respect to, or give rise to any obligation of the Company or Holdco to make any payments under, or result in the creation or imposition of a Lien upon any property or assets of the Company or Holdco pursuant to, any Material Contract; or (C) result in a violation of, or constitute a failure to comply with, (X) the Organizational Documents of the Company or Holdco; (Y) any Material Contract; or (Z) any Law or Order applicable to the Shares or the Interests, the Company or Holdco or by which any properties or assets owned by the Company or Holdco are bound or affected.

(b) Except for the applicable requirements of the HSR Act (including the HSR Filing), no consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority is required to be obtained or made by the Company or Holdco in connection with: (A) the execution and delivery of this Agreement or any Company Ancillary Agreement or Holdco Ancillary Agreement or (B) the compliance by the Company or Holdco with

any of the provisions hereof or thereof or the consummation of the transactions contemplated hereby or thereby.

(c) There is no Order, and no Proceeding, at Law or in equity, pending or, to the knowledge of Holdco, threatened against Holdco, which would give a third party the right to enjoin or rescind the transactions contemplated by this Agreement or otherwise prevent Holdco from complying with the terms and provisions of this Agreement.

4.5 Financial Statements.

(a) The Company has delivered to Buyer copies of the reviewed consolidated financial statements of the Company as of and for the fiscal years ended December 31, 2019 and December 31, 2020 (collectively, the “Reviewed Financial Statements”), and the internal consolidated financial statements of the Company as of and for the ten (10) month period ended October 31, 2021 (the “Month-End Financial Statements,” and together with the Reviewed Financial Statements, the “Financial Statements”). The Financial Statements were prepared in accordance with the books and records of the Company. Except as set forth in Section 4.5(a) of the Disclosure Letter, the Financial Statements have been prepared in accordance with GAAP, consistently applied, and present fairly, in all material respects, the consolidated financial position, assets and Liabilities, and cash flows of the Company as of the dates indicated and the results of operations for the periods then ended, except with respect to the Month-End Financial Statements, for (i) normal year-end adjustments and (ii) the absence of disclosures normally made in footnotes, which shall not be material. The balance sheet, as of October 31, 2021, that is included in the Month-End Financial Statements is referred to herein as the “Acquisition Balance Sheet.” There have been no off-balance sheet arrangements by the Company. The Company maintains accurate books and records reflecting the assets and Liabilities of the Company and maintains adequate internal accounting controls that provide assurance that (i) the Company maintains no off-the-book accounts and that the assets of the Company are used only in accordance with the Company’s management directives, (ii) transactions are executed with management’s authorization; (iii) transactions are recorded as necessary to permit preparation of the financial statements of the Company; and (iv) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a timely basis.

(b) Except as set forth in Section 4.5(b) of the Disclosure Letter, the Company has no material Liabilities that are required to be reflected on a balance sheet prepared in accordance with GAAP, except for (i) Liabilities disclosed, reflected or reserved against on the Acquisition Balance Sheet, (ii) Liabilities incurred since the date of the Acquisition Balance Sheet in the ordinary course of business (and which did not result from any default, tort, breach of warranty or breach of Law), (iii) Liabilities arising under this Agreement and (iv) Liabilities set forth in Section 4.5(b) of the Disclosure Letter or otherwise disclosed or described in the Disclosure Letter.

4.6 Absence of Certain Changes or Events. Except as set forth in Section 4.6 of the Disclosure Letter, since the date of the Acquisition Balance Sheet:

(a) there has not occurred a Material Adverse Effect;

(b) other than as required by applicable Law or GAAP, there has not been any change in the Tax reporting or accounting policies or practices of the Company;

(c) (i) other than in the ordinary course of business or with respect to the Transaction Bonuses, the Company has not made, or granted, (A) any bonus or any wage, severance or termination pay, salary or compensation increase to any current director or officer, (B) any increase of any benefit provided under any employee benefit plan, employment agreement or arrangement, including any fringe benefit plan or arrangement, or (C) any equity or equity-based compensation award; and (ii) except as required to reflect legal requirements or avoid adverse Tax consequences to the Company or to any employees of the Company, the Company has not amended or terminated any existing Plans or adopted any new Plans;

(d) the Company has not merged or consolidated with any corporation or other entity or invested in, loaned to or made an advance (except for loans or advances to its employees or officers for business expenses or on an intercompany basis with the IC-DISC, in each case incurred in the ordinary course of business consistent with past practice) or capital contribution to, or otherwise acquired any capital stock or business of any Person, or consummated any business combination transaction, in each case, whether a single transaction or series of related transactions;

(e) the Company has not amended its Organizational Documents to take, agree to take or authorize any action to wind up its affairs or dissolve or change its corporate or other organizational form or amend any terms of its outstanding securities;

(f) the Company has not sold, assigned or transferred any tangible or intangible property or assets having a book value, in any individual case, in excess of One Hundred Fifty Thousand Dollars ($150,000), except for sales of inventory in the ordinary course of business consistent with past practice;

(g) the Company has not purchased or leased, or has committed to purchase or lease, any tangible or intangible property or assets, or authorized any capital expenditures or commitments for capital expenditures, of any asset for an amount in excess of One Hundred Fifty Thousand Dollars ($150,000) individually, except for purchases of inventory and supplies in the ordinary course of business consistent with past practice;

(h) the Company has not amended, modified or terminated any existing Material Contract (other than a termination of a Material Contract as a result of the expiration of the term of such Material Contract);

(i) the Company has not authorized the issuance, issued or sold or agreed or committed to issue or sell (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any shares of capital stock of any class or any other securities or equity equivalents;

(j) other than in the ordinary course of business, the Company has not declared, set aside or paid any dividends or distributions, or purchased or redeemed any of their respective outstanding equity securities;

(k) the Company has not incurred any Indebtedness or assumed, guaranteed, or endorsed the indebtedness of any other Person, or canceled any debt owed to it or released any claim possessed by it, other than (i) in the ordinary course of business, (ii) pursuant to existing financing arrangements or (iii) Indebtedness reflected in the Financial Statements;

(l) the Company has not mortgaged, pledged or subjected to any material Lien, any of its material properties or assets; and

(m) the Company has not entered into any written agreement to do any of the foregoing (other than this Agreement).

4.7 Taxes.

(a) Since January 1, 2001, the Company has been a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code, and will be an S corporation at all times until the QSub Election. Following the QSub Election and up to and including the Closing Date, the Company will be properly classified as either a “qualified subchapter S subsidiary” of Holdco as the term is defined in Section 1361(b)(3)(B) of the Code (and any comparable provision of applicable state and local income Tax Law) or a disregarded entity not separate from Holdco for federal and applicable state and local income Tax purposes. Since the date of its incorporation, the IC-DISC has been a validly electing “interest charge domestic international sales corporation” within the meaning of Section 992 of the Code and will be a “interest charge domestic international sales corporation” up to and including the Closing Date.

(b) All Tax Returns required to be filed by or with respect to the Company have been duly and timely filed (taking into account applicable extensions of time to file), and all such Tax Returns (including information provided therewith or with respect thereto) were accurate and complete in all material respects. All Taxes that are due and payable by or with respect to the Company (whether or not shown on any Tax Return) have been timely paid in full.

(c) The unpaid Taxes of the Company: (i) did not, as of the date of the Acquisition Balance Sheet, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Acquisition Balance Sheet (rather than in any notes thereto); and (ii) will not exceed such reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company in filing its Tax Returns.

(d) No claim has been made by any Taxing Authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by or be required to file Tax Returns in that jurisdiction, and, to the Company’s Knowledge, there is no basis for any such claim to be made.

(e) The Company has provided to Buyer true, correct and complete copies of all Tax Returns, examination reports, and statements of deficiencies filed, assessed against, or agreed to by the Company since January 1, 2018.

(f) There are no Proceedings concerning any Tax Liability or Tax Return of the Company pending or, to the Company’s Knowledge, threatened in connection with any Taxes due

from or with respect to the Company. None of Holdco, any Seller or the Company has received from any Taxing Authority (including in jurisdictions where the Company has not filed Tax Returns), any: (a) notice indicating an intent to open an audit or other review; (b) request for information related to Tax matters; or (c) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted or assessed by any Taxing Authority against the Company.

(g) There are no Liens for Taxes (other than statutory Liens for Taxes not yet due and payable) upon any of the assets of the Company.

(h) There are not currently in force any waivers or agreements binding upon the Company for the extension of time or statute of limitations within which to file any Tax Return or for the assessment or payment of any Tax for any taxable period, and no request for any such waiver or extension is currently pending.

(i) The Company has properly withheld and paid to the appropriate Governmental Authority all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party, and the Company has complied with all reporting and recordkeeping requirements.

(j) The Company is not a party to or bound by any Tax allocation, Tax indemnification or Tax sharing agreement.

(k) The Company (i) is not and has not been a member of an affiliated group filing or required to file a consolidated Tax Return or filed or required to file a combined, unitary or similar Tax Return with any other Person or (ii) has no liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract, or otherwise.

(l) Within the past five (5) years, the Company has not distributed shares of another Person, or has had its shares distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code Section 355 or Code Section 361.

(m) The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any Post-Closing Tax Period as a result of any: (i) change in, or use of an improper, method of accounting for any Pre-Closing Tax Period; (ii) “closing agreement” as described in Section 7121 of the Code (or any predecessor provision or any comparable provision of state, local or foreign Law); (iii) intercompany transaction or excess loss account described in the Treasury regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law); (iv) installment sale or open transaction disposition made on or prior to the Closing Date; (v) prepaid amount, advance payments or deferred revenue received or accrued on or prior to the Closing Date; (vi) election under Section 965(h) of the Code.

(n) The Company has properly collected and remitted sales, value added and similar Taxes with respect to sales made to its customers, and, for all sales that are exempt from sales, value added and similar Taxes and that were made without charging or remitting sales, value

added or similar taxes, received and retained any appropriate Tax exemption certificates and other documentation qualifying such sale as exempt.

(o) The Company has not participated in nor is currently participating in any “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4 or any “tax shelter” within the meaning of Code Section 6662.

(p) The Company has not: (i) elected to defer the payment of any “applicable employment taxes” (as defined in Section 2302(d)(1) of the CARES Act) pursuant to CARES Act Section 2302; or (ii) deferred any payment of Taxes (including withholding Taxes) pursuant to IRS Notice 2020-65 or any related or similar order or declaration from any Governmental Authority (including the Presidential Memorandum, dated August 8, 2020, issued by the President of the United States). The Company has, to the extent applicable, properly complied with all requirements of applicable Law and duly accounted for any available Tax credits under Sections 7001 through 7005 of the Families First Coronavirus Response Act and CARES Act Section 2301.

4.8 Employees.

(a) Section 4.8(a) of the Disclosure Letter lists all employees of the Company, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) exempt or non-exempt classification of each employee under the Fair Labor Standards Act and any applicable state wage and hour Law; (v) current annual or hourly base compensation rate, as applicable; and (vi) commission, bonus or other incentive-based compensation. The Company has provided to Buyer true, correct and complete copies of each employment agreement between the Company, on the one hand, and any employee, on the other hand.

(b) Except as set forth in Section 4.8(b) of the Disclosure Letter, there are no, and in the past three (3) years there have been no, pending, or to the Company’s Knowledge, threatened internal complaints, Proceedings or claims by or on behalf of any employee or former employee of the Company with respect to his or her employment or engagement, termination of employment or engagement, employment discrimination, harassment, retaliation, failure to properly pay wages, equal pay or any other employment related matter arising under applicable Laws.

(c) The Company is not a party to any Collective Bargaining Agreement nor, to the Company’s Knowledge, are any employees of the Company represented by a labor union or is there pending or underway any union organizational activities or Proceedings with respect to employees of any of the Company. There is no labor strike, slowdown, lockout or stoppage pending or, to the Company’s Knowledge, threatened in writing against the Company. The Company has not, or currently is not, engaged in any unfair labor practice, and there are no pending or threatened charges or complaints before the National Labor Relations Board or any analogous Governmental Authority.

(d) The Company has properly classified any independent contractor as an independent contractor rather than as an employee, and each employee as exempt or non-exempt, under applicable Laws. The Company has not, during the previous three (3) years, received in

writing a claim from any Governmental Authority to the effect that the Company has improperly classified any person as an independent contractor.

(e) The Company has not implemented any plant closings or layoff of employees that would constitute a “plant closing” or “mass layoff” within the meaning of the Worker Adjustment and Retraining Notification Act of 1988 or any analogous state or local Law.

(f) The Company has not received notice or other communication from any Governmental Authority regarding any unresolved violation or alleged violation of any applicable Law relating to hiring, recruiting, or employing (or continuing to employ) anyone who is not legally authorized to work in the United States. The Company maintains valid and properly prepared Form I-9s for (i) all employees, regardless of their date of hire, (ii) all employees whose employment was terminated during the last year, and (iii) all employees first employed for any length of time during the last three years, whether or not they are currently employed.

4.9 Employee Benefit Plans and Other Compensation Arrangements. Set forth on Section 4.9 of the Disclosure Letteris a true and complete list of (i) each employee benefit plan (as defined in Section 3(3) of ERISA) and (ii) all other severance pay, salary continuation, bonus, performance award, incentive, stock-based award, stock option, phantom equity, stock appreciation rights, health, welfare, life insurance, disability, cafeteria, flexible spending, vacation, paid time off, change of control, retirement, pension, profit sharing or deferred compensation plans, contracts, programs, funds or arrangements of any kind, in each case whether or not reduced to writing and whether funded or unfunded, whether or not tax-qualified and whether or not subject to ERISA with respect to which the Company currently is the sponsor or is obligated to make contributions under the plan terms or with respect to which the Buyer or any of its Affiliates would reasonably be expected to have any liability contingent or otherwise (each individually, a “Plan” and collectively, the “Plans”). Except as set forth on Section 4.9 of the Disclosure Letter:

(a) Neither the Company nor any entity which has ever been considered a single employer with the Company under Section 4011(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code (an “ERISA Affiliate”) is or has been the sponsor of, or ever been obligated to make contributions under, (i) a “multiemployer plan” (as defined in Title I or Title IV of ERISA), (ii) a plan subject to Title IV of ERISA, (iii) a plan subject to the funding requirements of Section 302 of ERISA or Section 412 of the Code, (iv) a “multiple employer plan” described in Section 413(c) of the Code, (v) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA, or (vi) a “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code;

(b) with respect to each of the Plans, the Company provided to the Buyer accurate, current and complete copies of each of the following to the extent applicable: (i) the plan document together with all amendments thereto; (ii) a written summary of all material plan terms of any Plan that has not been reduced to writing; (iii) copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect or required in the future as a result of the transactions or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Plan;

(v) a copy of the most recent favorable determination, opinion or advisory letter from the Internal Revenue Service; (vi) copies of the three most recently filed Forms 5500, with schedules and financial statements attached thereto; (vii) the financial statements and/or actuarial valuations and reports related to any Plans with respect to the two most recently completed plan years, and a current estimate of accrued and anticipated Liabilities thereunder; (viii) copies of material notices, letters or other correspondence from any Governmental Authority, including the Internal Revenue Service, Department of Labor or Pension Benefit Guaranty Corporation relating to any of the Plans; and (ix) the three (3) most recent, annual nondiscrimination tests;

(c) each of the Plans that is intended to be tax-qualified under Section 401(a) of the Code has received a favorable determination letter or opinion letter from the Internal Revenue Service as to its qualification and is so qualified in all material respects and nothing has occurred that could reasonably be expected to cause the revocation of such determination letter or reliance upon such opinion letter from the Internal Revenue Service, nor has any such revocation or unavailability been threatened;

(d) all of the Plans have been operated in compliance in all material respects (in both form and operation) with their respective terms and all applicable Laws, all material contributions required under the terms of the Plans or applicable Laws have been timely made, and there have been no material violation of any reporting or disclosure requirements under ERISA or any other applicable Law with respect to any plan including any requirement to file an annual return;

(e) except with respect to the Transaction Bonuses, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, disregarding any termination of employment which may occur on or after the Closing, will (i) result in any material payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due to any director, officer or employee of the Company from the Company under any Plan or otherwise, (ii) materially increase any benefits otherwise payable under any Plan or (iii) result in any acceleration of the timing of payment, vesting or funding of any such benefits to any material extent except as required by Law;

(f) the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, result in “excess parachute payments” within the meaning of Section 280G or Section 4999 of the Code;

(g) neither the Company nor any ERISA Affiliate contributes to or has any obligation to contribute to any employee welfare benefit plan providing medical, health or life insurance or other welfare-type benefits for retired or terminated employees, their spouses or their dependents, except as required by applicable Law (including Section 4980B of the Code);

(h) there are no pending, or to the Company’s Knowledge, threatened Proceedings by or on behalf of any Plan, by any employee or beneficiary covered under any such Plan, as applicable, or otherwise involving any such Plan (other than routine claims for benefits), and there are no facts which could reasonably give rise to any Proceeding against any Plan, any fiduciary or plan administrator, or any other Person dealing with any Plan or the assets thereof;

(i) no Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Authority;

(j) no Person has (A) entered into any non-exempt “prohibited transaction” as such term is defined in ERISA and the Code, with respect to any Plan, (B) breached a fiduciary obligation with respect to any Plan, or (C) otherwise has any liability for any failure to act or comply in connection with the administration or investment of the assets of any Plan;

(k) each Plan that is a “group health plan” within the meaning of Section 5000(b)(1) of the Code is in compliance with the applicable terms of the Patient Protection and Affordable Care Act of 2010, as amended, including the market reform mandates and the employer-shared responsibility requirements, and, to the Company’s Knowledge, no event has occurred nor circumstances exist that would cause the Company or any of its Affiliates to be subject to any Taxes assessable under Sections 4980H(a) and 4980H(b) of the Code, and the Company and each of its Affiliates has complied with the annual health insurance coverage reporting requirements under Code Sections 6055 and 6056;

(l) no provision of any Plan or collective bargaining agreement could reasonably be expected to result in any limitation on the Buyers or any of their respective Affiliates from amending or terminating any Plan after the Closing and without incurring any expenses (including, but not limited to, loads, surrender fees, termination or deferred sales charges imposed with respect to insurance products or other financial products used to fund such Plans), other than reasonable administrative expenses in connection with such termination, and neither the Company nor any of its Affiliates has a written plan or commitment to create any additional Plans or to materially change any existing Plan;

(m) each Plan that is a “nonqualified deferred compensation plan” (as defined for purposes of Section 409A(d)(1) of the Code) is in documentary and operational compliance with Section 409A of the Code and all applicable Internal Revenue Service guidance promulgated thereunder; and

(n) the Company is not required to gross up or reimburse a payment to any employee, officer, director or officer for Taxes incurred under Sections 4999 or 409A of the Code.

This Section 4.9 contains the sole and exclusive representations and warranties relating to employee benefit matters.

4.10 Permits; Compliance with Laws. The Company is in compliance in all material respects with all applicable Laws, and possesses all material licenses, permits, grants, franchises, exemptions, registrations, permanent certificates of occupancy, authorizations and certificates from any Governmental Authority required under applicable Law with respect to the operation of its business as currently conducted (collectively, “Permits”). Each Permit is set forth on Section 4.10 of the Disclosure Letter. Except as set forth in Section 4.10 of the Disclosure Letter, in the past three (3) years, the Company has not received any written notice from any Governmental Authority regarding any actual material violation of, or material failure to comply with, any Law

or Order applicable to the Company. This Section 4.10 does not relate to (i) Tax related matters, which are the subject of Section 4.7, (ii) employee benefit matters, which are the subject of Section 4.9 or (iii) environmental matters, which are the subject of Section 4.16.

4.11 Real and Personal Properties.

(a) The Company does not own any real property. Section 4.11(a) of the Disclosure Letter identifies all of the real property used pursuant to leases, subleases, licenses, concessions or similar agreements (collectively, the “Leases”) by any of the Company (collectively, the “Leased Real Property”). Other than the Leases, the Company is not party to, and is not subject to, any contract or instrument, whether or not in writing, relating to or affecting real property. The Company has not subleased any Leased Real Property, whether in whole or in part.

(b) The Company holds a valid and existing leasehold interest under each of the Leases to which it is a party for the terms set forth therein free and clear of all Liens. All of the Leases are in full force and effect and enforceable by the Company which is a party thereto in accordance with their terms, subject to the Enforceability Exceptions. The Company is not in breach of or in default under any Lease. All rents, deposits and additional amounts due pursuant to each Leased Real Property have been timely paid in full.

(c) The Company has not received notice of any pending or contemplated condemnation, expropriation or other proceeding in eminent domain affecting the Leased Real Property or any portion thereof or interest therein, and to the Company’s Knowledge, no such proceeding has been threatened against the Leased Real Property. The Company has not received any notice that the current use and occupancy of the Leased Real Property violates any Law in any material respect.

(d) The Company has the exclusive right to quiet enjoyment of the applicable Leased Real Property for the full term of the related Lease and any renewal option related thereto, and no leasehold or other interest of the Company in such Leased Real Property is subject to or subordinate to any Lien, whether or not the same renders the lease unmarketable. No portion of the Leased Real Property, or the operations of the Company’s business thereon, violates any Law, including Environmental Laws and those Laws relating to zoning, building, land use, environmental, health and safety, fire, air, sanitation or noise control. Except for the Enforceability Exceptions, no Leased Real Property is subject to (i) any governmental decree or order (or, to the Company’s Knowledge, threatened or proposed order) or (ii) any rights of way, building use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever. The Company has not entered into (or been granted) any extension, amendment, waiver or other accommodation in connection with the economic conditions relating to COVID-19 that would have the result of decreasing, delaying or otherwise modifying its payment obligations with respect to any Leased Real Property. The Company has all easements and rights of ingress and egress necessary for utilities and services and for all operations of their business in the manner and to the extent previously conducted by them. To the Company’s Knowledge, each Lease is in compliance with all rules and regulations and/or other governing documents (e.g. condominium bylaws) of the applicable building.

(e) There are no challenges or appeals pending regarding the amount of the Taxes on, or the assessed valuation of, the Leased Real Property, and no special arrangements or agreements exist with any Governmental Authority with respect thereto. There is no tax assessment (in addition to the normal, annual general real estate tax assessment) pending or, to Company’s Knowledge, threatened with respect to any portion of the Leased Real Property.

(f) The improvements and fixtures on the Leased Real Property are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, and are adequate and suitable for the purposes for which they are presently being used. The Company has not postponed any repairs or maintenance to any improvements or fixtures on the Leased Real Property. To the Company’s Knowledge, no expenditures are anticipated to any of the improvements or fixtures on the Leased Real Property in order to keep such improvements and fixtures in good working order, other than routine maintenance expenses. To the Company’s Knowledge, there is no private restrictive covenant or governmental use restriction (including zoning) on all or any portion of the Leased Real Property that prohibits the current use of the Leased Real Property.

(g) The Company has good and valid title to, or a validly subsisting leasehold interest in or otherwise has the right under a Contract to use all the tangible personal properties material to the operation of the business of the Company, as currently conducted, and reflected on the Acquisition Balance Sheet or acquired thereafter (except for assets reflected thereon or acquired thereafter that have been disposed of in the ordinary course of business consistent with past practice since the date of the Acquisition Balance Sheet), free and clear of all Liens (the “Company Assets”). All of the Company Assets with a fair market value greater than $25,000 individually and all other items of material Company Assets used in the operation of the business of the Company as currently conducted, (a) are in good working condition and repair for their age and intended use, normal wear and tear expected (b) are suitable for the purposes for which they are currently being used, (c) constitute all of the Company Assets necessary to conduct the business of the Company as presently conducted.

4.12 Intellectual Properties.

(a) Section 4.12(a) of the Disclosure Letter sets forth a listing of all registered Company Intellectual Property and all pending applications therefor indicating for each, where applicable, (i) the jurisdiction, (ii) the patent, registration, or application number, (iii) the date issued, (iv) the date filed, and (v) the owner of record.

(b) Section 4.12(b) of the Disclosure Letter sets forth a listing of all written licenses (excluding Off-the-Shelf Software and end-user licenses for mass market Software) pursuant to which the Company is a party either as a licensee or licensor and any other Contracts under which the Company grants or receives any rights to Intellectual Property (the “Licenses”) indicating for each the parties, the date executed and the Intellectual Property covered thereby.

(c) The Company owns all right, title and interest in and to the Company Intellectual Property.

(d) The Company has a valid and enforceable right or license to use (as currently being used) the material Intellectual Property used in its business that is owned by a third party, subject to the Enforceability Exceptions.

(e) No claim has been made, asserted, or threatened, or is pending against the Company based upon, challenging or seeking to deny or restrict the use or exploitation by the Companies of any Intellectual Property owned or licensed by the Company.

(f) The consummation of the transactions contemplated by this Agreement will not (i) result in the termination or impairment of any of the Company Intellectual Property; (ii) result in the grant of any rights to any third party in the Company Intellectual Property; (iii) bind the Company to any exclusivity obligations, non-compete or other restrictions on the operation or scope of the Company’s business; (iv) obligate the Company to pay any royalties or other amounts to any third party in excess of those payable by the Company in the absence of this Agreement; or (v) require the consent of any governmental authority or third party in respect of any Company Intellectual Property. As a result of the transactions contemplated by this Agreement, upon the Closing, the Company will continue to possess, or own or possess adequate and enforceable licenses, sublicenses, or other rights to use and/or exploit, without payment of any additional fee, all the Intellectual Property owned or licensed by the Company.

(g) The Company has not received in the past five (5) years any written notice regarding the infringement, misappropriation, dilution or other violation by the Company of any Intellectual Property of any third party nor any written communication that offers to license or grant any rights or immunities to the Company under any Intellectual Property of any third party.

(h) To the Company’s Knowledge, (i) the products and services provided by the Company and the conduct of the Company’s business does not infringe upon, misappropriate, dilute or violate any valid Intellectual Property of any third party and (ii) no third party is infringing, misappropriating, diluting or otherwise violating any of the material Company Intellectual Property.

(i) There are no settlements, forbearances to sue, consents, judgments, or orders or similar obligations which (1) restrict the rights of the Company to use any Intellectual Property, (2) restrict the business of the Company in order to accommodate a third party’s Intellectual Property or (3) permit third parties to use any Company Intellectual Property.

(j) All disclosures of confidential Intellectual Property by the Company or its designees to third parties have been made pursuant to non-disclosure agreements that protect the confidentiality of such Intellectual Property and restrict the use of such Intellectual Property to an identified purpose. All former and current employees of the Company have executed non-disclosure agreements that protect the confidentiality of such Intellectual Property and restrict the use of such Intellectual Property to an identified purpose. The Company has taken reasonable precautions to protect the secrecy, confidentiality and value of all Trade Secrets (including the enforcement by the Company of a policy requiring each employee or contractor to execute proprietary information and confidentiality agreements substantially in the Company’s standard form, and all current and former employees and contractors of the Company have executed such an agreement).

(k) The IT Assets operate and perform in all material respects as required to permit the operation of the Company’s businesses as currently conducted. To the Company’s Knowledge, during the last three (3) years, (i) there has been no actual or threatened security breach or unauthorized access to or use of any of the IT Assets and (ii) the IT Assets do not contain any material viruses, worms, trojan horses, bugs or faults, and have not experienced breakdowns, errors, contaminants or continued substandard performance that has caused or reasonably could be expected to cause any material disruption or interruption in or to the use of any such IT Assets or to the business of the Company. The Company has implemented reasonable backup, security and disaster recovery technology consistent with industry practices.

(l) During the last three (3) years, the Processing of any Personal Data by the Company has not materially violated, and does not materially violate, any applicable Privacy and Data Security Requirements. There is no Proceeding pending, asserted in writing or threatened in writing (or, to the Company’s Knowledge, otherwise threatened) against the Company alleging a violation of any Privacy and Data Security Requirement or any Person’s right of privacy or publicity, and, to the Company’s Knowledge, no valid basis exists for any such Proceeding. The Company has not (i) received any communications from or (ii) to the Company’s Knowledge, been the subject of any investigation by a data protection authority or any other Governmental Authority, in each of (i) and (ii), regarding data security or the Processing of Personal Data. The execution and performance of this Agreement will not materially breach or otherwise cause any material violation on the part of the Company of any applicable Privacy and Data Security Requirements.

(m) To the Company’s Knowledge, no Person has gained unauthorized access to, engaged in unauthorized Processing, disclosure or use, or accidentally or unlawfully destroyed, lost or altered (i) any Personal Data or confidential information related to the business of the Company or (ii) any IT Assets that Process Personal Data related to the business of the Company, its Personal Data processors, customers, subcontractors or vendors, or any other Persons on its behalf. The Company has not notified or, as of the Agreement Date, plans to notify, either voluntarily or as required by applicable Privacy and Data Security Requirements, any affected individual, any third party, any Governmental Authority or the media of any breach or non-permitted use or disclosure of Personal Data of the Company.

(n) The Company maintains written disaster recovery and business continuity plans. The Company maintains remote, offsite data backups.

4.13 Contracts. Section 4.13 of the Disclosure Letter sets forth a listing as of the date hereof of all of the currently effective Contracts of the following types to which the Company is a party or by which any material assets of the Company are bound or are subject:

(a) Contracts or group of related Contracts, other than purchase orders entered into in the ordinary course of business, with any Material Supplier under which the aggregate annual payments exceed One Hundred Fifty Thousand Dollars ($150,000) and which are not terminable by the Company upon thirty (30) days or less advance notice;

(b) Contracts or group of related Contracts, other than sales orders entered into in the ordinary course of business, with any Material Customer under which the aggregate annual

payments exceed One Hundred Fifty Thousand Dollars ($150,000) and which are not terminable by the Company upon thirty (30) days or less advance notice;

(c) partnership, joint venture or other similar type of Contract involving a sharing of profits or losses with any other Person;

(d) instruments for borrowed money (including any indentures, guarantees, loan agreements, sale and leaseback agreements, mortgages, pledges, hypothecations, deeds of trust, conditional sale or title retention agreements, security agreements, letter of credit, or equipment financing obligations);

(e) employment, non-competition and confidentiality agreements with any employee who receives salary and bonus in excess of One Hundred Fifty Thousand Dollars ($150,000) per annum;

(f) Contracts that (1) restrict the development, manufacture, marketing, distribution or sale of any products or services of the Company or any future line or extension of such products or services, (2) restrict or limit the entering into of any market or line of business, by the Company or any of its employees, (3) restrict or limit the ability of the Company or any of its employees to compete with any other Person in any line, (4) restrict or prohibit the transaction of business or to compete with any other Person (including restricting the solicitation of business from any Person) by the Company, (5) grant to another Person exclusive rights with respect to any goods or services or territory, or (6) restrict the solicitation by the Company of any employees employed by any other Person;

(g) Contracts pursuant to which the Company is a lessor or a lessee of any personal property, except for any such leases under which the aggregate annual rent or lease payments do not exceed Fifty Thousand Dollars ($50,000) and which are not terminable by the Company upon thirty (30) days or less advance notice;

(h) other than Contracts for the sale of inventory in the ordinary course of business, Contracts for the sale, assignment, transfer or other disposition of assets involving a purchase price (in a single transaction or a series of related transactions) in excess of Fifty Thousand Dollars ($50,000) and under which the Company has any continuing liability or obligation;

(i) Contracts with employees, not included in subsection (e), providing for severance, retention, change in control or other similar payments;

(j) Contracts with any Seller, officer or director of the Company, or any Affiliate of any of the foregoing, or in the case of any individual, any immediate family member of any of the foregoing;

(k) Contracts or group of related Contracts, other than purchase orders entered into in the ordinary course of business, which involve commitments to make capital expenditures by the Company from any one Person in excess of One Hundred Fifty Thousand Dollars ($150,000) in any consecutive twelve (12) month period after the date hereof and which are not terminable by the Company upon thirty (30) days or less advance notice;

(l) any collective bargaining agreement or other agreement, Contract or other arrangement with a union, labor organization, works council or other individual or group representing any employees of the Company;

(m) any Contract that provides for the indemnification of any current or former manager, director, officer or employee of the Company;

(n) any Contract that provides for payments or other benefits that are conditioned on or result from, in whole or in part, a change of control of the Company;

(o) any Contract that contains an agreement by the Company to indemnify any Person (other than Contracts with customers, licensors, service providers or suppliers entered into in the ordinary course of business or Contracts described in subsection (m) above);

(p) any Contract that relates to any loan or advance to, or investment in, any Person or to the making of any such loan, advance or investment by the Company, other than advances to employees for business expenses in the ordinary course of business;

(q) any Contract that evidences or relates to any obligations of the Company with respect to the issuance, sale, repurchase or redemption of any capital stock, membership units, or other securities of the Company;

(r) any Contract that contains a “most-favored nation” or “most-favored-customer” pricing or other similar provision;

(s) any Contract that requires the Company to purchase from a third the Company’s, or require a third party to purchase from the Company such third party’s total requirement of any product or service, or that contain any “take or pay” or other minimum purchase requirements;

(t) any Contract with a Person located outside of the United States or any Contract requiring work to be performed by the Company outside of the United States; and

(u) any Contract that relates to any litigation, proceeding or investigation involving any Governmental Authority and the Company that remains outstanding or that occurred at any time during the thirty-six (36) months immediately preceding the Closing Date;

(v) any Contract that obligates the Company to make an earn-out or other similar payment; and

(w) any Contract that was entered into outside of the ordinary course of business.

True, correct and complete copies of each License required to be identified in Section 4.12 of the Disclosure Letter and each Contract required to be identified in Section 4.13 of the Disclosure Letter, including amendments, modification and waivers thereto (collectively, the “Material Contracts”), have been provided to Buyer. As of the date of this Agreement: (i) all of the Material Contracts are in full force and effect and are enforceable against the Company and, to the Company’s Knowledge, the other parties thereto, in accordance with their respective terms, subject

in each case to the Enforceability Exceptions; (ii) the Company has performed in all material respects all obligations required to be performed by it pursuant to such Material Contracts; (iii) there are no unresolved, notices of a material default, breach or violation of any of such Material Contracts by any other party thereto; (iv) the Company has not received any notice of cancellation, termination or modification, or an intent to cancel, terminate or modify any Material Contract in any way adverse to the Company (other than notices that have been rescinded); and (v) no fact, circumstance or occurrence exists that would reasonably be expected to give rise to a right to terminate any Material Contract by a counterparty thereto. Entry into this Agreement and consummation of the transactions contemplated by this Agreement shall not (and shall not give any Person a right to) terminate or modify any rights or obligations of the Company (including payment of fees) under any Contract of the Company. No waiver has been granted by the Company or any of the other parties thereto under any of the Material Contracts of the Company. To the Company’s Knowledge, no oral Material Contract exists.

4.14 Litigation. Except as set forth in Section 4.14 of the Disclosure Letter, there are no Proceedings, at Law or in equity, pending or, to the Company’s Knowledge, threatened against the Company in which the claim thereunder (a) involves more than One Hundred Thousand Dollars ($100,000); or (b) could reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby. The Company is not subject to any Order or is in material breach or violation of any Order. To the Company’s Knowledge, no event has occurred or circumstance exists that is reasonably likely to give rise to, or serve as a basis for, the commencement of any Proceeding against the Company. Except as set forth on Section 4.14 of the Disclosure Letter, the Company is not engaged in any legal action to recover monies due it or for damages sustained by it. The Company has made available to Buyer copies of all pleadings, correspondence and other documents relating to each active Proceeding and settlement listed on Section 4.14 of the Disclosure Letter.

4.15 Insurance. Section 4.15 of the Disclosure Letter sets forth a listing (by policy number, insurer, location or property insured, annual premium, premium payment dates, expiration date, type (i.e., “claims made” or an “occurrences” policy), amount and scope of coverage) of all insurance policies or binders currently owned, held by or applicable to the Company (or its respective assets or business) relating to the business, properties, officers and directors and employees of the Company, true and correct copies of which have been provided to Buyer. All such policies are in full force and effect as of the date hereof and all premiums, deductibles and self-insured amounts that are due and payable with respect thereto have been paid in full. The Company has not received any notice of cancellation or non-renewal of any such policy or arrangement nor has the termination of any such policy or arrangement been threatened. Each such insurance policy is legal, valid, binding, enforceable and shall be in full force and effect as of the Closing, except to the extent that the enforceability thereof may be affected by (i) bankruptcy, insolvency, or similar Laws affecting creditors’ rights generally, or (ii) to the extent not caused by actions of the Company, by court applied equitable principles. To the Company’s Knowledge, there are no claims under such policies that are reasonably likely to exhaust the applicable limit of liability. There is no existing default or, to the Company’s Knowledge, event which with the giving of notice, lapse of time or both, would constitute a default. Since January 1, 2017, the Company has not been denied insurance coverage for any reason. The Company has no self-insurance or co-insurance programs. With respect to any prior self-insurance or co-insurance programs, the Company has no liability, whether direct or indirect, actual or contingent, and any

outstanding or potential claim with respect to any such self-insurance or co-insurance programs is covered by a fully insured run-out or tail policy. Since January 1, 2017, the Company has not received notice from, or on behalf of, any insurance carrier relating to or involving any materially adverse change in the conditions of insurance, any refusal to issue an insurance policy or non-renewal of such policy, or requiring or suggesting material alteration of any of the assets, purchase of additional equipment or material modification of the Company’s methods of doing business. Since January 1, 2017, the Company has not made a claim against an insurance policy as to which the insurer is denying coverage.

4.16 Environmental Matters. Except as set forth on Section 4.16 of the Disclosure Letter:

(a) There has been no generation, Treatment, Storage, Release, Environmental Release, Disposal or transport of any Hazardous Material at, on, under or from any of the Leased Real Property, or any formerly owned or occupied real property, by the Company, except in compliance with applicable Environmental Laws.

(b) The Company is, and since 2016 has been, in compliance with all applicable Environmental Laws.

(c) There are no Tanks at, in, on or under any of the Leased Real Property.

(d) Except for matters that have been fully resolved, the Company has not received any written notice or order from any Governmental Authority or any Person asserting or threatening to assert an Environmental Claim, or claiming that the Company is, or may be, in violation of any Environmental Law or liable for personal injury or property damage or for any other costs or expenses related to any Release, Treatment, Storage or Disposal of, or exposure to, any Hazardous Material.

4.17 Related Party Transactions. Except as set forth in Section 4.17 of the Disclosure Letter, no present or former officer, director, shareholder, member or Affiliate of the Company, including for the avoidance of doubt, any trust or other Person in which any one of the individuals referred to above holds (or in which more than one of such individuals collectively hold), beneficially or otherwise, a voting, proprietary, equity or other financial interest, or any Affiliate or member of the immediate family of such a Person (each a “Related Person”): (a) owes any amount to the Company, nor does the Company owe any amount to, or has the Company committed to make any loan or extend or guarantee credit to or for the benefit of, any Related Person (other than any payments to, and reimbursement of fees and expenses of, employees, directors and officers of the Company in the ordinary course of business); (b) owns any material property or right, tangible or intangible, that is used by the Company; (c) has any claim or cause of action against the Company, other than claims for accrued compensation, benefits or expense reimbursement arising in the ordinary course of employment; or (d) is a party to any Contract with the Company.

4.18 Product Liability and Warranty.

(a) Each product sold or delivered by the Company in connection with the its business in the past three (3) years (the “Products”) has been in conformity in all material respects

with all product specifications and all express and implied warranties and there have been no serial defects in the past three (3) years. There have been no claims by customers in the last three (3) years that any of the products sold by the Company have been subject to such nonconformity or serial defect. Except as set forth on Section 4.18(a) of the Disclosure Letter, the Company does not have any material Liability for any customer or other damages in connection therewith or any other customer or product obligations that is not reserved against on the Financial Statements. Each of the Products is, in all material respects, fit for the purposes for which it is intended to be used. For purposes of this Section 4.18(a), a serial defect is the same type of defect: (i) in the product itself or any of its components, (ii) other than normal wear and tear of the component or product and (iii) that is existing in 15% of components or products with the same product number shipped to customers in any twelve (12) month period of the last three years.

(b) In connection with the operation of the business of the Company, the Company has all industry or trade group certifications required for it to manufacture, fabricate, sell, rent or distribute (as applicable) the Products or provide its services in the ordinary course of business. The Company has obtained all required product registrations and other certifications required for it to design, manufacture, sell or distribute (as applicable) their Products in all applicable jurisdictions, and has otherwise complied in all material respects with industry standards applicable to the Company and its Products in respect of the design, manufacture, sale and/or distribution of any particular Product or Products, as applicable, in such jurisdictions.

(c) Any reasonably implied or express representations or statements, disseminated in connection with the Products, whether on product labeling, packaging, or advertising and promotional materials are (i) accurate and complete and supported in all material respects by adequate, reliable, and reasonable prior substantiation at least at the level of substantiation advertised, and (ii) have been made in compliance with applicable Law. In the past three (3) years, there has been no recall (whether voluntary or mandatory) of any Product, including any recall required by any Governmental Authority.

(d) Except as disclosed on Section 4.18(d) of the Disclosure Letter, all warranties for goods and products sold by the Company during the past three (3) years are no less favorable or more onerous to the Company than as currently in effect.

(e) In the past three (3) years the Company has not received written notice that, and to the Company’s Knowledge, there are no statements, citations or decisions by any Governmental Authority declaring, any of the Products or inventory used or produced by the Company to be defective or unsafe. No product at any time made, sold, distributed, transported or handled by the Company contains, or has ever contained, asbestos.

4.19 Material Customers and Suppliers. Section 4.19 of the Disclosure Letter sets forth a listing of the top ten (10) customers of the Company (on a consolidated basis) in terms of aggregate sales (the “Material Customers”) and the top ten (10) suppliers of the Company in terms of aggregate purchases (the “Material Suppliers”), in each case by dollar volume paid for the twelve (12) month period ended December 31, 2019 and December 31, 2020. Except as set forth in Section 4.19 of the Disclosure Letter, since January 1, 2021, none of the Material Customers or Material Suppliers have delivered to the Company any written, or to the Company’s Knowledge oral, notice which (a) cancelled, materially modified or otherwise terminated, or constituted an

intent to cancel, materially modify or otherwise terminate, its relationship with the Company, (b) in the case of Material Customers, materially decreased, or notified the Company of an intent to decrease, its purchases of the products of the Company or (c) in the case of Material Suppliers, materially decreased, or notified the Company of an intent to decrease, the goods or services provided to the Company. To the Company’s Knowledge, no Material Customer or Material Supplier intends to refuse to pay any amount due to the Company or seek to exercise any remedy against the Company. The Company has not within the past year been engaged in any material dispute with any Material Customer or Material Supplier. No Material Customer has indicated that it desires or intends to effect a material change in the Contract that would reduce the profit margin that the Company is expected to achieve on such Contract or otherwise change the material terms of such Contract or change the type of Contract by which such customer purchases good and/or services from the Company. The acquisition by Buyer of the Interests and the consummation of the transactions contemplated by this Agreement shall not adversely or negatively affect the relationship of the Company with any Material Customer or Material Supplier.

4.20 Accounts Receivable; Accounts Payable.

(a) All accounts receivable of the Company whether shown on the balance sheets included in the Financial Statements or accrued thereafter: (i) arose from sales actually made or services actually performed in the ordinary course of business, (ii) are valid receivables net of reserves shown thereon and recorded in accordance with GAAP, (iii) are not subject to any valid setoffs or counterclaims and (iv) have been collected or are fully collectible when due according to their terms in amounts not less than the aggregate amounts thereof carried on the books of the Company (net of reserves), assuming reasonable collection efforts (consistent with the Company the Company’s collection efforts prior to the Closing) by the Company following the Closing. All billed and unbilled accounts receivable of the Company as of November 30, 2021 are set forth on Section 4.20(a) of the Disclosure Letter.

(b) All accounts payable and notes payable of the Company whether shown on the balance sheets included in the Financial Statements or accrued thereafter: (i) are the result of bona fide transactions in the ordinary course of business and (ii) have been paid or are not yet due and payable as of the date hereof.

4.21 Insolvency Proceedings. None of the Company, the Sellers, Holdco, the Shares, the Interests or assets of the Company are the subject of any pending, rendered or threatened insolvency proceedings of any character. None of Holdco, any Seller or the Company has made an assignment for the benefit of creditors or taken any action with a view to or that would constitute a valid basis for the institution of any such insolvency proceedings.

4.22 Powers of Attorney and Bank Accounts. There are no outstanding powers of attorney executed on behalf of the Company other than those executed in the ordinary course of business for service, administration, or ministerial purposes. Section 4.22 of the Disclosure Letter sets forth a true, correct and complete list of all banks or other financial institutions with which the Company has an account or maintain a lock box or safe deposit box, showing the type and account number of each such account, lock box, and safe deposit box and the names of the individuals

authorized as signatories thereon or who have a power of attorney to act or deal in connection with the same.

4.23 Indebtedness. Section 4.23 of the Disclosure Letter sets forth a complete and correct list of each item of Indebtedness of the Company, identifying the creditor to which such Indebtedness is owed and the amount of such Indebtedness as of the date hereof.

4.24 Inventory. All inventory of the Company, whether or not reflected in the Financial Statements, consists of a quality and quantity usable or salable in the ordinary course of business consistent with past practice, except for damaged or defective items that have been written off or written down to fair market value or for which adequate reserves have been established in the Financial Statements. All inventory reflected in the Financial Statements is valued in accordance with GAAP. All such inventory is owned by the Company free and clear of all Liens. The inventory of the Company constitutes sufficient quantities for the operation in the ordinary course of business in accordance with past practice. All inventory of the Company is located at one of the Leased Real Property.

4.25 Discontinued Operations. Except as set forth on Section 4.25 of the Disclosure Letter, the Company does not have any liabilities or obligations of whatever kind or nature (whether known or unknown, direct or indirect, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due and regardless of when asserted) and, to the Company’s Knowledge, there is no basis for any present or future Proceeding against the Company giving rise to any liabilities or obligations of whatever kind or nature (whether known or unknown, direct or indirect, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due and regardless of when asserted), arising from any discontinued product lines, segments, services, or real property that is no longer used by the Company or its businesses, including, without limitation, divisions, businesses or operations which have been sold or discontinued.

4.26 No Other Agreement to Sell. Other than the sale of inventory in the ordinary course of business and except with respect to the transactions contemplated by this Agreement, the Company has no legal obligation, absolute or contingent, to any other Person (other than the Buyer under this Agreement) to sell, encumber or otherwise transfer the Company, the Shares, the Interests, the assets of the Company or the business of the Company, or to effect any merger, consolidation, combination, share exchange, recapitalization, liquidation, dissolution or other reorganization involving the Company, or to enter into any agreement with respect thereto.

4.27 Government Contracts.

(a) Identification. Section 4.27(a) of the Disclosure Letter contains a true and complete list of (i) all Contracts to which the Company is a party as a contractor (including as a direct or lower-tier subcontractor) to any Governmental Authority (collectively, the “Government Contracts”) the performance period of which has not expired or for which final payment has not been received (collectively the “Current Government Contracts”), and (ii) all bids, offers and proposals of the Company currently outstanding and open for acceptance that, if accepted, would result in a Government Contract (collectively, the “Government Bids”). The Company has provided to Buyer true, correct and complete copies of all Government Contracts and of all

Government Bids and provided access to Buyer to true and correct copies of all documentation related thereto requested by Buyer. The Government Contracts are not currently the subject of bid or award protest proceedings.

(b) Compliance. Each Government Contract was lawfully awarded and is valid and binding on and enforceable against the Company (subject to the Enforceability Exceptions). Except as set forth in Section 4.27(b) of the Disclosure Letter, (i) all facts set forth in or acknowledged by any representations, certifications, warranties or disclosure statements made or submitted by or on behalf of the Company in connection with each of the Government Contracts and Government Bids were true, accurate and complete in all material respects as of the date of submission, (ii) the Company has not breached or violated any Government Contract or Government Bid or any applicable Laws pertaining to any Government Contract or Government Bid, in each case in any material respect; (iii) the Company has “flowed down” all required Federal Acquisition Regulation (“FAR”) (and agency supplemental regulations) provisions to its subcontractors, suppliers, distributors and vendors; (iv) no written termination for convenience, termination for default, cure notice or show cause notice or similar communication is currently in effect pertaining to any Government Contract; (v) no cost incurred by the Company pertaining to a Government Contract has been disallowed by any Governmental Authority; and (vi) there exist no outstanding disputes with respect to any Government Contract or Government Bid.

(c) Small Business Awards. None of the Government Contracts or Government Bids are set aside for, or were awarded based upon the Company’s small business status, small disadvantaged business status, or other preferential status under the regulations of the U.S. Small Business Administration.

(d) Investigations; Audits. (i) none of the Company or, to the Company’s Knowledge, any of its respective owners, directors, officers and employees is under administrative, civil or criminal investigation or indictment by any Governmental Authority with respect to any alleged irregularity, misstatement, act or omission arising under or relating to any Government Contract or Government Bid, (ii) to the Company’s Knowledge, there are currently no ongoing audits, inspections, surveys or examination of records of any Government Contracts or the Company; and (iii) neither the Company nor any “Principal” (as defined in FAR 52.209-5) is suspended or debarred from doing business with any Governmental Authority.

(e) Security Clearances. Except as set forth on Section 4.27(e) of the Disclosure Letter, the Company has the requisite facility clearances (“Facility Security Clearances”) and the employees of the Company possess all U.S. Government personnel security clearances or other personnel-specific approvals (“Personnel Security Clearances”) required to perform the applicable Government Contracts and the subcontractor(s) and independent contractor(s) of the Company possess all necessary Facility Security Clearances and Personnel Security Clearances required to perform the applicable Government Contracts of the Company. All requisite Personnel Security Clearances and Facility Security Clearances are valid and in full force and effect. The Company and, to the Company’s Knowledge, each employee of the Company who holds a security clearance is, and during the past five (5) years has been, in compliance with all applicable Laws regarding national security, including those obligations specified in the National Industrial Security Program Operating Manual, DOD 5220.22-M (February 28, 2006), and any supplements, amendments or revised editions thereof (“NISPOM”) or other similar security requirements of other federal

agencies. The Company is, in respect of the Government Contracts, in compliance in all material respects with all applicable Laws and contractual obligations regarding application and data security, including The Federal Information Security Management Act of 2002, and the regulations and mandates issued thereunder. The Company has complied with all applicable requirements under each Government Contract relating to the safeguarding of and access to classified information. The Company has no unresolved adverse audit or other findings with the Defense Counterintelligence and Security Agency (“DCSA”) or its predecessor agency or other relevant cognizant security agencies concerning their Facility Security Clearances in the past three (3) years and had at least a “satisfactory” rating during their last audit by DCSA (or similar) with respect to its Facility Security Clearances. To the Company’s Knowledge, there is no existing information, fact, condition, or circumstance that would reasonably be expected to cause the Company to lose any Facility Security Clearance.

(f) Cure Notices; CPARS. Since June 25, 2015, the Company has not received a “show cause” notice, cure notice, deficiency notice, or notice of default from any Governmental Authority or any prime contractor or higher-tier subcontractor relating to any of the Company’s Government Contracts, and, to the Company’s Knowledge, no facts or allegations exist that could give rise to such a notice. Since June 25, 2015, the Company has not received a Contractor Performance Assessment Report (CPAR) or similar performance evaluation with a rating less than “Satisfactory” for any evaluation element or any comment that the rating official would not recommend the Company for future work.

(g) Terminations. (i) none of the Company’s Government Contracts has been terminated for default and, to the Company’s Knowledge, no facts or allegations exist that could give rise to such a termination; (ii) the Company has not received written notice terminating any of the Company’s current Government Contracts for convenience or indicating any intention to terminate the Company’s current Government Contracts for convenience; and (iii) no stop work order has been received with respect to any Government Contract that is in effect as of the date of this Agreement.

(h) Government Furnished Property. The Company, when and as required, has certified to the applicable Governmental Authority in a timely manner that all government property is in good working order, reasonable wear and tear excepted, and otherwise meets the requirements of the applicable Government Contract and all Applicable Laws. There are no outstanding loss, damage or destruction reports that have been or should have been submitted to any Governmental Authority in respect of any government property. The Company is in material compliance with all applicable Laws and contractual provisions relating to the use of such United States government property.

(i) The Company is not performing at-risk under a Government Contract or for a prospective Government Contract; for the avoidance of doubt, “performing at-risk” means incurring direct costs, other than costs as defined FAR 31.205-32, at a Person’s sole risk prior to (or in anticipation of) and without obligation of funding under a Government Contract.

(j) Cyber Security. Except as set forth on Section 4.27(j) of the Disclosure Letter, the Company is in compliance in all material respects with the requirements of DFARS 252.204-7012, Safeguarding Covered Defense Information and Cyber Incident Reporting. All facts set

forth in or acknowledged by, and any representations or certifications made or submitted by or on behalf of the Company in connection with the Company’s compliance with DFARS 252.204-7012 and DFARS 252.204-7008, Compliance with Safeguarding Covered Defense Information Controls, were true and accurate at the time of submission.

(k) Telecommunications. Except as set forth on Section 4.27(k) of the Disclosure Letter, the Company is in compliance in all material respects with the requirements of section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act (NDAA) for Fiscal Year (FY) 2019, and any representations or certifications made or submitted by or on behalf of the Company in connection with the Company’s compliance with FAR 52.204-24, Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment and FAR 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment, were true and accurate at the time of submission and the Company has complied in all material aspects with such certifications.

(l) Export Control. The Company has not been (and have not been required by Applicable Laws to be) registered with or hold any license from the U.S. Department of State (Directorate of Defense Trade Controls) or the U.S. Department of Commerce relating to the import, export or re-export of products, technology, software, services or other information from the United States, and the Company is not required to transfer, obtain or hold any such license to authorize the continuation of its current importing, exporting or other business activities. The Company has not been notified in writing that it is or has in the past five (5) years been the subject of an investigation or inquiry or subject to civil or criminal penalties imposed by any Governmental Authority or made a voluntary disclosure with respect to violations of applicable Laws relating to the import, export or re-export of products, technology, software, services or other information from the United States. The Company has not manufactured “defense articles,” exported “defense articles” or furnished “defense services” or “technical data” to foreign nationals in the United States or abroad, as those terms are defined in 22 Code of Federal Regulations Sections 120.6, 120.9 and 120.10, in violation of applicable Laws.

(m) Anti-Corruption. In the past five (5) years, none of the Company, Holdco, Seller or Affiliate thereof nor, to the Company’s Knowledge, any representative or other Person associated with or acting on behalf of the Company, has directly or indirectly paid, given or received or offered or promised to pay, give or receive, any bribe or other unlawful payment of money or other unlawful thing of value, any unlawful discount, or any other unlawful inducement, to or from any Person or Governmental Authority in the United States or elsewhere in connection with or in furtherance of its business, including any offer, payment or promise to pay money or other thing of value: (i) to any foreign official, political party (or official thereof) or candidate for political office for the purposes of influencing any act, decision or omission in order to assist the Company in obtaining business for or with, or directing business to, any Person, or (ii) to any Person, while knowing that all or a portion of such money or other thing of value will be offered, given or promised to any such official or party for such purposes. The business of the Company is not in any manner dependent upon the making or receipt of such payments, discounts or other inducements. In the past five (5) years, the Company has not otherwise taken any action that would cause any the Company to be in violation of the FCPA or similar foreign Law, the Anti-Kickback Act of 1986 (“Anti-Kickback Act”) or similar foreign Law, applicable Laws restricting the payment of contingent fee arrangements, or any applicable Laws of similar effect. There is no

charge, proceeding or investigation by any Governmental Authority with respect to a violation of the FCPA, Anti-Kickback Act, or similar foreign Law that is now pending or has been asserted or threatened in writing, or to the Company’s Knowledge orally, with respect to the Company. In the past five (5) years, the books, records, and accounts of the Company have at all times accurately and fairly reflected, in reasonable detail, the transactions and dispositions of its funds and assets. In the past five (5) years, there have never been any false or fictitious entries made in the books, records or accounts of the Company relating to any illegal payment or secret or unrecorded fund, and the Company has not established or maintained a secret or unrecorded fund.

(n) Intellectual Property Under Government Contracts. The Company is not using any Intellectual Property developed or received under any Government Contract for purposes outside of the scope of that Government Contract without having obtained the necessary and appropriate prior permission of the cognizant Governmental Authority or prime contractor, subcontractor, vendor or other authorized Person, if such permission is required. The Company has taken all steps required under any Government Contracts or Applicable Laws to protect their rights in and to Intellectual Property and have included the proper and required restrictive legends on all copies of any Intellectual Property delivered in connection with a Government Contract as necessary to grant the Governmental Authority the minimum rights required under applicable Laws or the relevant Government Contract or Government Bid and, other than as required under any Government Contract, the Company has not provided, and are not obligated to provide, a license to any Governmental Authority to use or disclose any of the Intellectual Property of the Company used in connection with such Government Contract.

4.28 Title to Assets. Except as set forth on Section 4.28 of the Disclosure Letter, the Company good and marketable title to, or in the case or property held under a lease or other Contract, hold pursuant to valid and enforceable lases, all of the assets used by the Company, free and clear of all Liens. Immediately following the Closing, all of the Company’s assets will be owned, leased or available for use by the Company on the same terms and conditions substantially similar, in all material respects, to those under which, immediately prior to the Closing, the Company owns, leases, uses or holds available for use such assets. The Company’s assets are sufficient for the operation of the business of the Company.

4.29 Brokerage. No Person is or will become entitled, by reason of any Contract entered into or made by or on behalf of the Company or Holdco, to receive any commission, brokerage, finder’s fee or other similar compensation in connection with the consummation of the transactions contemplated by this Agreement, other than fees payable to KeyBanc Capital Markets.

4.30 No Additional Representations. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE 4 (AS MODIFIED BY THE DISCLOSURE LETTER), THE COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY OR THE COMPANY’S ASSETS, AND THE COMPANY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE COMPANY’S ASSETS, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT SUCH SUBJECT

ASSETS ARE BEING ACQUIRED “AS IS, WHERE IS” ON THE CLOSING DATE, AND IN THEIR PRESENT CONDITION, AND BUYER SHALL RELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY, HOLDCO AND THE SELLERS CONTAINED IN ARTICLE 4 HEREOF (AS MODIFIED BY THE DISCLOSURE LETTER), THE COMPANY HEREBY DISCLAIMS, FOR ITSELF, HOLDCO, SELLERS AND SELLERS’ REPRESENTATIVE, ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF THE COMPANY OR ANY OF ITS AFFILIATES). NONE OF THE COMPANY, HOLDCO, ANY SELLER OR SELLERS’ REPRESENTATIVE MAKES OR HAS MADE ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING ANY PROJECTION OR FORECAST REGARDING FUTURE RESULTS OR ACTIVITIES OR THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY.

ARTICLE 5
Representations and Warranties of Buyer

Buyer represents and warrants to the Company, Holdco and each Seller as follows:

5.1 Organization; Authorization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power and authority to execute, deliver and perform this Agreement and each other agreement, instrument and document to be executed and delivered by Buyer pursuant hereto (collectively, the “Buyer Ancillary Agreements”), and to consummate the transactions contemplated herein and therein. The execution, delivery and performance by Buyer of this Agreement and the Buyer Ancillary Agreements and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized (by all requisite corporate action or otherwise) on the part of Buyer.

5.2 Execution and Delivery; Enforceability. This Agreement has been, and each Buyer Ancillary Agreement upon such delivery will be, duly executed and delivered by Buyer and constitutes, or upon such delivery will constitute, the legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions.

5.3 Noncontravention.

(a) Except for the applicable requirements of the HSR Act (including the HSR Filing), neither the execution and delivery of this Agreement or any Buyer Ancillary Agreement, nor the consummation by Buyer of the transactions contemplated hereby or thereby, nor compliance by Buyer with any of the provisions hereof or thereof, will: (i) conflict with or result in a breach of any provisions of the Organizational Documents of Buyer; (ii) constitute or result

in the breach of any term, condition or provision of, or constitute a default under (with or without notice or lapse of time, or both), or give rise to any right of termination, consent, amendment, cancellation, modification or acceleration with respect to, or give rise to any obligation of Buyer to make any payments under, or result in the creation or imposition of a Lien upon any property or assets of Buyer pursuant to any Contract to which Buyer is a party or by which any of its properties or assets may be subject; or (iii) violate any Law or Order applicable to Buyer or by which any properties or assets owned or used by Buyer are bound or affected; except, in each case, as would not reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement, or as would not materially impair the ability of Buyer to consummate the transactions contemplated by this Agreement.

(b) Other than the applicable requirements of the HSR Act (including the HSR Filing), no consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority is required to be obtained or made by Buyer in connection with: (i) the execution, delivery and performance by Buyer of this Agreement or any Buyer Ancillary Agreement in connection herewith; or (ii) the compliance by Buyer with any of the provisions hereof or thereof or the consummation of the transactions contemplated hereby or thereby.

5.4 Investment Intent; Restricted Interests. Buyer is acquiring the Interests solely for Buyer’s own account, for investment purposes only, and not with a view to, or with any present intention of, reselling or otherwise distributing the Interests or dividing its participation herein with others. Buyer has sufficient experience in business, financial and investment matters to be able to evaluate the purchase of the Interests and to make an informed investment decision with respect to such purchase. Buyer is an “accredited investor” within the meaning of Rule 501 promulgated under the 1933 Act. Buyer has had such opportunity as it has deemed adequate to obtain from the Company as is necessary to permit Buyer to evaluate the merits and risks of investment in the Company. Buyer understands and acknowledges that: (a) the Interests have not been registered or qualified under the 1933 Act, or under any securities Laws of any state of the United States or other jurisdiction, in reliance upon specific exemptions thereunder for transactions not involving any public offering; (b) the Interests constitute “restricted securities” as defined in Rule 144 under the 1933 Act; (c) the Interests are not traded or tradable on any securities exchange or over-the-counter; and (d) the Interests may not be sold, transferred or otherwise disposed of unless a registration statement under the 1933 Act with respect to such Interests and qualification in accordance with any applicable state securities Laws becomes effective or unless such registration and qualification is inapplicable, or an exemption therefrom is available. Buyer will refrain from transferring or otherwise disposing of all or any portion of the Interests acquired hereunder or any interest therein in any manner that may cause any Seller or Holdco to be in violation of the 1933 Act or any applicable state securities Laws.

5.5 Sufficiency of Funds. Buyer has and at the Closing will have readily available funds sufficient to consummate the transactions contemplated by this Agreement and each Buyer Ancillary Agreement, and Buyer understands that its obligations hereunder are not in any way contingent or otherwise subject to (a) the consummation of any financing arrangements or obtaining any financing or (b) the availability of any financing to Buyer or any of its Affiliates.

5.6 Solvency. After giving effect to the transactions contemplated by this Agreement, and assuming satisfaction of the conditions to Buyer’s obligation to consummate the purchase of

the Interests as set forth herein, the accuracy of the respective representations and warranties of each Seller, Holdco and the Company set forth herein and the performance by each Seller, Holdco and the Company of their respective obligations hereunder, Buyer and the Company: (a) will be solvent (in that both the fair value of its assets, as of such date, will not be less than the sum of its Liabilities, as of such date, and that the present saleable value of its assets will not be less than the amount required to pay its probable Liabilities as they become absolute and matured); (b) will have adequate capital with which to engage in its business; and (c) will not have incurred and will not plan to incur Liabilities beyond its ability to pay as they become absolute and matured. In completing the transactions contemplated by this Agreement, Buyer does not intend to hinder, delay or defraud any present or future creditors of Buyer or the Company.

5.7 Brokerage. No Person is or will become entitled, by reason of any agreement or arrangement entered into or made by or on behalf of Buyer, to receive any commission, brokerage, finder’s fee or other similar compensation in connection with the consummation of the transactions contemplated by this Agreement.

5.8 Due Diligence Investigation. Buyer has had an opportunity to discuss the business, management, operations and finances of the Company with its officers, directors, employees, agents, Representatives and Affiliates, and has had an opportunity to inspect the facilities of the Company. Buyer has conducted its own independent investigation of the Company. In making its decision to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, Buyer has relied solely upon the representations and warranties of Sellers and Holdco set forth in Article 3 and of Sellers, Holdco and the Company set forth in Article 4 and has not relied upon any other information provided by, for or on behalf of Sellers or the Company, or their respective agents or Representatives, to Buyer in connection with the transactions contemplated by this Agreement. Buyer has entered into the transactions contemplated by this Agreement with the understanding, acknowledgement and agreement that no representations or warranties, express or implied, are made with respect to any projection or forecast regarding future results or activities or the probable success or profitability of the Company. Buyer acknowledges that no current or former shareholder, director, officer, employee, affiliate or advisor of the Company has made or is making any representations, warranties or commitments whatsoever regarding the subject matter of this Agreement, express or implied, except as set forth in Articles 3 and 4.

ARTICLE 6
Conditions Precedent

6.1 Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the closing of the transactions contemplated in this Agreement is subject to the satisfaction or waiver (by Buyer in writing), at or before the Closing, of the following conditions set forth in this Section 6.1:

(a) any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement and any extensions thereof (including, without limitation, any written notification to Buyer or the Company that an investigation of the transactions contemplated by this Agreement by any Governmental Authority remain open) shall have expired or been

terminated, and all filings, authorizations and approvals and consents set forth in Section 6.1(a) of the Disclosure Letter shall have been made with or obtained from all applicable Governmental Authorities and any applicable waiting periods thereunder (and any extensions thereof) shall have expired or been terminated;

(b) there shall be no Proceeding pending before any Governmental Authority that seeks to restrain, delay, prohibit, invalidate, set aside or impose any conditions upon the Closing, in whole or in part, and no Order with respect thereto shall be in effect;

(c) intentionally omitted;

(d) prior to the Closing, there shall not have occurred any event, circumstance, development, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(e) prior to the Closing Date, the Company caused (i) the IC-DISC Distribution and (ii) all intercompany agreements between the IC-DISC, on the one hand, and the Company, on the other hand, to be terminated;

(f) Buyer shall have received the following:

(i) the written resignation, effective as of the Closing, of the directors and non-employee officers of the Company;

(ii) pay-off letters, delivered at least five (5) Business Days prior to the Closing Date, in a form reasonably acceptable to Buyer and the holders of such Repaid Closing Indebtedness with respect to the Repaid Closing Indebtedness, which letters provide for the dollar amount required to repay in full all such Repaid Closing Indebtedness and for the termination and release of all Liens relating to the Repaid Closing Indebtedness following satisfaction of the terms contained in such payoff letters;

(iii) pay-off letters or final invoices, as applicable, delivered at least five (5) Business Days prior to the Closing Date, in respect of the Selling Expenses, which letters or final invoices, as the case may be, provide the dollar amount required to repay in full all such Selling Expenses;

(iv) a certificate of good standing dated not more than five (5) Business Days prior to the Closing Date from the Secretary of State where the Company is incorporated or organized and for each state in which it is qualified to do business as a foreign corporation;

(v) intentionally omitted;

(vi) a certificate from the Company dated as of the Closing Date which complies with the requirements of Treasury Regulation § 1.1445-5(b), certifying that the Company is not a U.S. real property holding corporation;

(vii) a counterpart to the E. 49th Street Lease Agreement, duly executed by ABCAW Associates, Ltd.;

(viii) a counterpart to the Mercantile Road Lease Agreement, duly executed by 23300 Mercantile Road Company;

(ix) a counterpart signature page to the Escrow Agreement, duly executed by Holdco and Sellers’ Representative;

(x) copies of resolutions of the board and shareholders of the Company, certified by the secretary of the Company as to the authorization of this Agreement and all of the transactions contemplated hereby;

(xi) evidence satisfactory to Buyer, in its sole and absolute discretion, of termination of all Contracts with the Company and its Affiliates (including the Sellers), together with releases executed by such Affiliates with whom the Company has terminated such Contracts providing that no further payments are due, or may become due, under or in respect of any such terminated Contracts and that in no event shall the Company pay any fee or otherwise incur any expense or financial exposure with respect to any such termination or release;

(xii) evidence satisfactory to Buyer that the Reorganization has been consummated;

(xiii) all instruments and documents necessary to release any and all Liens other than Permitted Liens, including authorizations to file all appropriate UCC financing statement amendments (termination statements);

(xiv) evidence satisfactory to Buyer, in its reasonable discretion, of all necessary consents with respect to the transactions contemplated herein, including, without limitation, any and all necessary written consents of third parties to Material Contracts;

(xv) an IRS Form W-9 duly executed by Holdco and each Seller;

(xvi) a copy of the Tail Policies (as defined below);

(xvii) a certificate of trust of each of the (A) J. Nook 1982 Trust, (B) J. Nook 2012 Trust, (C) M. Nook 2012 Trust (FBO J. Nook), (D) M. Nook 2012 Trust (FBO K. Slingsby), and (E) M. Nook 2012 Trust (FBO M. Nook) executed by a trustee of each trust listing the trustees of each trust authorized to execute this Agreement and the Seller Ancillary Agreements and the instruments of transfer on behalf of each trustand, certifying the authority of each such person to execute the agreements, documents, and instruments on behalf of each such trust in connection with the consummation of the transactions contemplated hereby;

(xviii) an estoppel certificate with respect to the Leased Real Property dated no more than ten (10) days prior to the Closing Date, from the other party to such Lease, in form and substance satisfactory to Buyer; and

(xix) such other documents as Buyer shall reasonably request.

Any agreement or document to be delivered to Buyer pursuant to this Section 6.1, the form of which is not attached to this Agreement as an exhibit, shall be in form and substance reasonably satisfactory to Buyer.

6.2 Conditions to Sellers’ and Holdco’s Obligation. The respective obligations of Sellers and Holdco to consummate the closing of the transactions contemplated in this Agreement are subject to the satisfaction or waiver (by Sellers’ Representative in writing), at or before the Closing, of the following conditions set forth in this Section 6.2:

(a) any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement and any extensions thereof (including, without limitation, any written notification to Buyer or the Company that an investigation of the transactions contemplated by this Agreement by any Governmental Authority remain open) shall have expired or been terminated, and all filings, authorizations and approvals and consents set forth in Section 6.1(a) of the Disclosure Letter shall have been made with or obtained from all applicable Governmental Authorities any applicable waiting periods thereunder (and any extensions thereof) shall have expired or been terminated;

(b) there shall be no Proceeding pending before any Governmental Authority that seeks to restrain, delay, prohibit, invalidate, set aside or impose any conditions upon the Closing, in whole or in part, and no Order with respect thereto shall be in effect;

(c) intentionally omitted;

(d) Buyer shall have delivered, or cause to have been delivered, (i) the Closing Cash Payment to the Sellers’ Account and (ii) the Adjustment Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent, in each case in accordance with Section 2.3;

(e) Buyer shall have satisfied, or caused to have been satisfied, the Repaid Closing Indebtedness, the Transaction Bonuses and the Selling Expenses in accordance with Section 2.3; and

(f) Sellers’ Representative shall have received the following:

(i) a certificate of good standing dated not more than five (5) Business Days prior to the Closing Date from the Secretary of State where Buyer is incorporated;

(ii) intentionally omitted;

(iii) a counterpart to the Escrow Agreement, duly executed by Buyer and the Escrow Agent;

(iv) a counterpart to the E. 49th Street Lease Agreement, duly executed by the Company (such E. 49th Street Lease Agreement being executed on behalf of the Company by an officer thereof appointed by Buyer and appointed to serve in such capacity for the period beginning on the Closing Date); and

(v) a counterpart to the Mercantile Road Lease Agreement, duly executed by the Company (such Mercantile Road Lease Agreement being executed on behalf of the Company by an officer thereof appointed by Buyer and appointed to serve in such capacity for the period beginning on the Closing Date)

Any agreement or document to be delivered to Sellers’ Representative pursuant to this Section 6.2, the form of which is not attached to this Agreement as an exhibit, shall be in form and substance reasonably satisfactory to Sellers’ Representative.

ARTICLE 7
The Closing

The consummation of the transactions contemplated herein (the “Closing”) will take place on the date hereof and shall take place by email exchange of relevant signature pages, deliveries and other documents as described herein, unless Buyer and Sellers’ Representative otherwise mutually agree. The date on which the Closing actually occurs is referred to herein as the “Closing Date.” The transfers and deliveries described in Article 6 shall be mutually interdependent and shall be regarded as occurring simultaneously, and, any other provision of this Agreement notwithstanding, no such transfer or delivery shall become effective or shall be deemed to have occurred until all of the other transfers and deliveries provided for in Article 6 shall also have occurred or been waived in writing by the party entitled to waive the same, it being understood that Sellers’ Representative shall have the authority to waive, on behalf of Holdco or any Seller, any delivery required at or before the Closing by Buyer hereunder. For purposes of allocation of expenses, adjustments, tax and other financial effects of the transactions contemplated hereby, the Closing shall be deemed to have occurred at 11:59 p.m. Eastern Standard Time on the Closing Date. For all other purposes, including passage of title and risk of loss, the effective time shall be at the Closing.

ARTICLE 8
Additional Covenants and Agreements

8.1 Intentionally omitted.

8.1.1 Intentionally omitted.

8.1.2 Intentionally omitted.

8.1.3 Intentionally omitted.

8.1.4 Satisfaction of Closing Conditions; HSR.

(a) Intentionally omitted.

(b) Buyer and the Company have filed, a Notification and Report Form and documentary materials in respect of the transactions contemplated by this Agreement with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice (the “HSR Filing”). Fifty percent (50%) of the filing fees payable with respect to such filing (the “HSR Filing Fees”) were paid by Buyer and fifty percent (50%) of the HSR Filing Fees were paid by Sellers and Holdco. Buyer and the Company agree to promptly file any other reasonably report required by any other Governmental Authority relating to antitrust matters, and to promptly make any filings or submissions required under any applicable foreign antitrust or trade regulation Law. Each of the Company and Buyer shall promptly inform the other party of any material communication received by such party from any Governmental Authority in respect of the HSR Filing or any foreign antitrust or competition filing. Each of the Company and Buyer shall: (a) use its respective commercially reasonable efforts to comply as promptly as practicable with reasonably requests of any Governmental Authority for additional information and documents, including, without limitation, information or documents requested under the HSR Act or other applicable antitrust regulation; (b) not (i) extend any waiting period under the HSR Act or any applicable antitrust regulation or (ii) enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except, in each case, with the prior consent of the other; and (c) cooperate with the other and use commercially reasonable efforts to contest and resist any action, including legislative, administrative or judicial action, that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement; provided, however, that nothing in this Agreement shall be deemed to require Buyer to propose, negotiate or cooperate with the Company to effect prior to the Closing Date, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of itself or the Company (or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of its businesses, product lines or assets or those of the Company) as may be required in order to avoid the entry of, or to effect the dissolution of, any Order (whether temporary, preliminary or permanent) which would otherwise have the effect of preventing or delaying the consummation of the transactions contemplated hereby.

8.1.5 Intentionally omitted.

8.1.6 Intentionally omitted.

8.2 Miscellaneous Covenants.

8.2.1 Post-Closing Publicity. Following the Closing, no party shall make any public disclosure or comment regarding the specific terms of this Agreement or the transactions contemplated herein without the prior approval of Buyer or Sellers’ Representative, as the case may be, which approval shall not be unreasonably withheld, except as may be required by Law or by any Governmental Authority or the rules or regulations of any securities exchange on which the securities of such party or direct or indirect parent company are listed or traded, in which case the party proposing to issue such press release or make such public statement shall use commercially reasonable efforts to consult in good faith with the other party before issuing such

press release or making such public statement to attempt to agree upon mutually satisfactory text; provided, however, that each party shall nevertheless be entitled to disclose or comment to any Person that a transaction has been consummated. In addition, nothing herein shall preclude communications or disclosures necessary to implement the provisions of this Agreement, and Buyer, Sellers, Holdco, Sellers’ Representative and their respective Affiliates may make such disclosures as they may consider necessary in order to satisfy their legal or contractual obligations to their lenders, shareholders or investors without the prior written consent of Sellers, Holdco or Sellers’ Representative or Buyer, as the case may be.

8.2.2 Expenses. Buyer shall pay all fees and expenses incident to the transactions contemplated by this Agreement which are incurred by Buyer or its Representatives or are otherwise expressly allocated to Buyer hereunder, and Sellers, Holdco or the Company (with the Company only being obligated for payment of any expenses of Sellers, Holdco and the Company if such payment is made prior to the Closing or such expenses are accrued on the Final Adjustment Statement) shall pay all fees and expenses incident to the transactions contemplated by this Agreement which are incurred by Sellers, Holdco or the Company or their respective Representatives or are otherwise expressly allocated to Sellers hereunder. For the avoidance of doubt, (a) Buyer shall be responsible for and shall pay the full cost of the Representation and Warranty Policy and (b) Buyer on the one hand and the Sellers and Holdco on the other hand shall each be responsible for and pay fifty percent (50%) of the HSR Filing Fees.

8.2.3 No Assignments. No assignment or transfer (including by way of operation of law or a change in ownership of fifty percent (50%) or more of the voting power of Buyer) of all or any part of this Agreement or any right or obligation hereunder may be made by any party hereto without the prior written consent of all other parties hereto, and any attempted assignment or transfer without such consent shall be void and of no force or effect; provided, that (a) Buyer may assign any of its rights or delegate any of its duties under this Agreement to any controlled Affiliate of Buyer; provided, further, that no such assignment shall relieve Buyer of its obligations hereunder and (b) Buyer may assign its rights, but not its obligations, under this Agreement to any of its financing sources.

8.2.4 Confidentiality Agreement. Notwithstanding the execution of this Agreement, the parties acknowledge that the confidentiality agreement relating to confidential information of the Company executed by Buyer and the Company, dated September 10, 2021 (the “Confidentiality Agreement”), remains in full force and effect pursuant to the terms thereof, except to the extent reasonably necessary for Buyer to enforce any of its rights under this Agreement, but shall terminate automatically, without action by any party thereto, at the Closing with respect to information relating solely to the business of the Company; provided, however, that Buyer acknowledges that its obligations of confidentiality and non-disclosure with respect to any and all other information provided to it by or on behalf of Sellers, concerning Sellers or any of their Affiliates (other than solely with respect to the business of the Company) shall continue to remain subject to the terms and conditions of the Confidentiality Agreement, any termination of the Confidentiality Agreement that has or would otherwise occur notwithstanding. Following the Closing, unless Buyer has otherwise consented in writing, Sellers and Holdco shall, and shall cause their Affiliates to, retain in confidence any information to the extent related to the business of the Company and shall not disclose such information to any other Person, or use such information in any way detrimental to Buyer or its Affiliates (including, after the Closing, the Company);

provided that the foregoing restrictions shall not apply to any information (i) that is or becomes generally available to the public other than as a result of disclosure in violation of this Section 8.2.4; or (ii) is required, upon the advice of counsel, to be disclosed by applicable Law or to a Governmental Authority or otherwise required or requested in connection with compliance with applicable Law. If Holdco, any Seller or any of their Representatives are requested or required to disclose any such information by judicial or administrative process or by other requirements of applicable Law, Holdco or such Seller will (to the extent reasonably possible and permissible under applicable Law) promptly notify Buyer and will cooperate, at Buyer’s sole expense, with Buyer to obtain a protective order or other appropriate remedy in respect of such information at issue. In the event such order or remedy cannot be obtained or Buyer waives compliance with the terms of this Section 8.2.4, Holdco or such Seller or its Affiliates may disclose only that portion of such information that such Person is advised by its outside counsel is legally required to be disclosed.

8.2.5 Retention of Records.

(a) Buyer agrees that it shall not, for a period of five (5) years after the Closing Date, destroy or cause or permit to be destroyed any material books or records without first obtaining the consent of Sellers’ Representative (or providing to Sellers’ Representative notice of such intent and a reasonable opportunity to copy such books or records, at Sellers’ expense, at least thirty (30) days prior to such destruction).

(b) Holdco and Sellers shall, and shall cause their Affiliates to, preserve and keep the records held by them relating to the Company for a period of seven (7) years from the Closing Date (or longer if required by applicable Law) and shall make such records and personnel available to Buyer as may be reasonably required by Buyer in connection with, among other things, any Tax filings of Buyer or its Affiliates, any insurance claims by, Proceedings or Tax audits against or governmental investigations of, in order to enable Buyer to comply with its obligations under this Agreement. In the event Holdco or Sellers wish to destroy such records after that time, Sellers’ Representative shall first give thirty (30) days prior written notice to Buyer and Buyer shall have the right at its option and expense, upon prior written notice given to Sellers’ Representative within such thirty (30) day period, to take possession of the records.

(c) On the Closing Date, unless prohibited by applicable Law, Holdco and Sellers shall deliver to Buyer or the Company all of the books, records, information and data, whether in hard-copy or electronic form, of the Company in their possession or control which are not located at the Company’s premises, including, without limitation, (i) the minute books and ownership records of the Company, (ii) tax, treasury, and accounting records, (iii) quality control, manufacturing, and facility-related records, (iv) legal files and records, including those related to litigation, intellectual property, contracts, and compliance with laws, (v) insurance records, (vi) personnel files (including all employee applications, evaluations and agreements), medical files (including employee safety/health, workers compensation and medical leave/Family Medical Leave Act files), immigration files (including all I-9s and supporting information) and employee benefits files (including enrollment forms, claims for benefits and benefit determinations, beneficiary designations, loan and distribution requests), and (vii) all other records that relate to the conduct of the business of the Company.

8.2.6 Continuation of Indemnification. Following the Closing, Buyer agrees to cause the Company to, in accordance with its Organizational Documents, indemnify and hold harmless each of the present and former directors, officers, managers, partners, employees and agents of the Company, in their capacities as such, from and against all damages, costs and expenses actually incurred or suffered in connection with any threatened or pending Proceeding at Law or in equity by any Person or any arbitration or administrative or other Proceeding relating to the business of the Company or the status of such individual as a director, officer, manager, partner, employee or agent prior to the Closing, to the fullest extent permitted by any applicable Law. Buyer agrees, for a period of six (6) years following the Closing Date, not to amend or modify the Organizational Documents of the Company with respect to any indemnification provision or provisions, including provisions respecting the advancement of expenses, in effect on the Closing Date for the benefit of the (current or former) directors, officers, managers, partners, employees and agents (except to the extent that such amendment preserves or broadens the indemnification or other rights theretofore available to such directors, officers, managers, partners, employees and agents). Prior to the Closing, the Company purchased and fully paid for “tail” policies (the “Tail Policies”), the cost of which were borne by Sellers and Holdco, with respect to the existing directors’ and officers’ liability, employment practices liability, and fiduciary liability insurance policies of the Company covering all current members of the board of directors, managers and officers of the Company for a period of six (6) years following the Closing Dateand a cyber liability insurance policy of the Company for a period of three (3) years following the Closing Date. Buyer hereby covenants and agrees not to knowingly take or fail to take, and to take commercially reasonable steps to cause the Company not to take or fail to take, any action which could reasonably be expected to result in the termination, cancellation, rescission or other adverse consequence with respect to the coverage provided by such Tail Policies. Buyer further covenants and agrees to use, or cause the Company to use, reasonable commercial efforts to submit claims (or assist the officers and directors covered under such policy in submitting claims) and to take all other actions reasonably necessary to provide to the Company and the directors and officers thereof the full benefits to which they are entitled under such Tail Policies. This Section 8.2.6 shall continue for a period of six (6) years following the Closing and is intended to benefit each director, officer, manager, partner, agent or employee who has held such capacity on or prior to the Closing Date and is now or at any time during such six (6) year period entitled to indemnification or advancement of expenses pursuant to any provisions contained in the Organizational Documents as of the date hereof. In the event the Buyer, the Company or its successors and assigns (a) consolidates with or merges into any Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (b) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of the Buyer or the Company, as the case may be, shall assume all of the obligations set forth in this Section 8.2.6.

8.2.7 Sellers’ Representative.

(a) Sellers’ Representative is hereby designated by each Seller to serve as the representative of Sellers with respect to the matters expressly set forth in Section 8.2.7(b) and with respect to the matters otherwise set forth in this Agreement to be performed by Sellers’ Representative. Should the initial Sellers’ Representative resign or be unable to serve, Sellers currently holding more than fifty percent (50%) of the shares of capital stock in Holdco on a fully diluted basis shall be entitled to designate a single substitute agent to serve as the successor Sellers’

Representative, who shall be Sellers’ Representative for all purposes thereafter. The appointment of such successor, in either case, shall be effective on the date of Sellers’ Representative’s resignation or incapacity or, if later, the date on which such successor is appointed.

(b) Each Seller, by the execution of this Agreement, hereby irrevocably appoints Sellers’ Representative as the agent, proxy and attorney-in-fact for such Seller for all purposes of this Agreement, including the full power and authority on such Seller’s behalf: (i) to consummate the transactions contemplated herein and any post-Closing matters, including making decisions and taking any action with respect to the matters set forth in Section 2.4 Post-Closing Adjustment; (ii) to pay such Seller’s expenses incurred in connection with the negotiation and performance of this Agreement (whether incurred on or after the date of this Agreement); (iii) to disburse any funds received hereunder to such Seller and each other Seller; (iv) to endorse and deliver any certificates or instruments representing the Interests and execute such further instruments of assignment as Buyer shall reasonably request; (v) to make, execute and deliver on behalf of such Seller any amendment or waiver of, or in connection with, this Agreement and the other agreements or documents contemplated hereby as Sellers’ Representative, in its sole discretion, may deem necessary or desirable; (vi) to take all other actions to be taken by or on behalf of such Seller in connection herewith; (vii) to do each and every act and exercise any and all rights which such Seller(s) collectively are permitted or required to do or exercise under this Agreement; (viii) to prepare and distribute to each Seller any documentation necessary or desirable for the filing of income Tax Returns; and (ix) to make, execute, acknowledge and deliver this Agreement and all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, letters and other writings, and, in general, to do any and all things and to take any and all action that Sellers’ Representative, in his sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement and all other agreements and documents referred to herein or therein or executed in connection herewith and therewith, including, without limitation, retaining counsel, accountants and other agents, Representatives and experts, incurring fees and expenses, asserting or pursuing any claim against Buyer, the Company and/or any Seller, defending any claims by Buyer or third parties, consenting to, compromising or settling any such claims, conducting negotiations with Buyer, the Company and their respective Representatives regarding such claims, it being understood that Sellers’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions. Notwithstanding anything to the contrary herein, however, Sellers’ Representative shall not have the power to take any action or actions arising out of any alleged breach of any covenant or agreement contained herein by a particular Seller or group of Sellers without the express authorization of such Seller or group of Sellers, and Buyer hereby acknowledges such limitation. Each Seller agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of Sellers’ Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Seller. All decisions and actions by Sellers’ Representative (to the extent authorized by this Agreement) shall be binding upon all Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest same; provided, however, that Sellers’ Representative shall not take any such action where (i) any single Seller would be held solely liable for any actual losses, out-of-pocket costs or expenses, Liabilities or other damages (without such Seller’s consent) or (ii) such action materially and adversely affects the substantive rights or obligations of one Seller, or group of Sellers, without a similar

proportionate effect upon the substantive rights or obligations of all Sellers, unless each such disproportionately affected Seller consents in writing thereto.

(c) Each Seller agrees that Buyer and the Company shall be entitled to rely on any action taken or omission to act by Sellers’ Representative, on behalf of such Seller, pursuant to Section 8.2.7(b) above (an “Authorized Action”), and that each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Buyer agrees, for itself and the Company, that Sellers’ Representative, in its capacity as Sellers’ Representative, shall have no liability to Buyer or the Company for any Authorized Action, except to the extent that such Authorized Action is found by a final order of a court of competent jurisdiction to have constituted Fraud or willful misconduct. Each Seller hereby severally, for itself only and not jointly and severally, agrees to indemnify and hold harmless Sellers’ Representative against all expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Sellers’ Representative in connection with any Proceeding to which Sellers’ Representative is made a party by reason of the fact he is or was acting as Sellers’ Representative pursuant to the terms of this Agreement and any expenses incurred by Sellers’ Representative in connection with the performance of its duties hereunder.

(d) Sellers’ Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder, but shall be entitled to the payment by Sellers of all expenses incurred as Sellers’ Representative.

(e) Sellers’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Seller, except in respect of amounts received hereunder on behalf of such Seller. Sellers’ Representative shall not be liable to any Seller for any action taken or omitted by him or any agent employed by him hereunder or under any other document entered into in connection herewith, except that Sellers’ Representative shall not be relieved of any liability imposed by Law for willful misconduct. Sellers’ Representative shall not be liable to Sellers for any apportionment or distribution of payments made by Sellers’ Representative in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Seller to whom payment was due, but not made, shall be to recover from other Sellers any payment in excess of the amount to which they are determined to have been entitled. Neither Sellers’ Representative nor any agent employed by him shall incur any liability to any Seller by virtue of the failure or refusal of Sellers’ Representative for any reason to consummate the transactions contemplated hereby or relating to the performance of its other duties hereunder, except for actions or omissions constituting Fraud or bad faith.

(f) All of the indemnities, immunities and powers granted to Sellers’ Representative under this Agreement shall survive the Closing Date.

8.2.8 Further Assurances. From time to time after the Closing, at the request of any party hereto, each other party hereto shall execute and deliver such further certificates, instruments and other documents and take, or cause to be taken, such other action as such party may reasonably request to carry out the transactions contemplated hereby or as may be necessary, proper or advisable under applicable Law. Upon and after the Closing, Buyer hereby acknowledges and agrees that it shall not modify or cancel the Representation and Warranty Policy without the prior written consent of Sellers’ Representative, which may be withheld in his sole discretion. Except

for Buyer’s cost to obtain the Representation and Warranty Policy, as set forth in Section 8.2.2, and Buyer’s portion of the HSR Filing Fees, in no event shall Buyer be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby.

8.3 Intentionally omitted.

8.4 Release.

8.4.1 Seller Release. Effective upon the Closing, each of Holdco and each Seller, on behalf of himself, herself or itself, and each of their respective successors, assigns and beneficiaries (each, a “Seller Releasor”), and in his, her or its capacity as a shareholder or employee of the Company, hereby completely releases, acquits and forever discharges, to the fullest extent permitted by Law, the Company and its current officers, directors, shareholder, partners, members, Affiliates (including, after the Closing, the Buyer) and employees (each, a “Company Releasee”) of, from and against any and all Proceedings, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, fixed or contingent, known or unknown, liquidated or unliquidated, suspected or unsuspected, at Law or in equity (the “Seller-Released Claims”), which such Seller Releasor ever had, now has or may hereafter have, or which such Company Releasee at any time previously had, or claimed to have had, arising out of, based upon, on or by reason of any matter, cause or thing whatsoever, arising from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed or was taken or permitted, at or prior to the Closing Date; provided, however, that this release does not extend to any claim (a) for accrued benefits under employee benefit plans to which such Seller or Holdco may be entitled or for any unpaid salary, expense reimbursement or any similar employee-related benefits for the period ending on or prior to the Closing Date (other than rights with respect to Transaction Bonuses contemplated to be made on or before Closing), (b) arising under or pursuant to any employment-related agreement entered into between the Company and such Seller, (c) to enforce such Seller’s rights under this Agreement, any Seller Ancillary Agreement, any Holdco Ancillary Agreement or any Company Ancillary Agreement and nothing in this Agreement, including but not limited to this Section 8.4.1, shall be construed to extend to, include, restrict or limit in any way, and each Seller hereby reserves such Seller’s rights to pursue, any and all claims, actions or rights that such Seller may now or in the future have under this Agreement, any Seller Ancillary Agreement, any Holdco Ancillary Agreement or any Company Ancillary Agreement, (d) for any breach by a Company Releasee of any obligations of confidentiality with respect to any proprietary processes or other proprietary information of the Company, however and whenever arising, (e) Fraud of any Company Releasee, or (f) any transaction from which a Company Releasee derived an improper personal benefit. Each of Holdco and each Seller agrees not to, and agrees to cause his, her or its respective Affiliates, and each of their respective successors and assigns, not to, assert any Seller-Released Claims against any Company Releasee.

8.4.2 Buyer Release. Effective upon the Closing, Buyer, on behalf of itself and the Company and its shareholders, directors, employees, successors and assigns (each, a “Buyer Releasor”), hereby completely releases, acquits and forever discharges, to the fullest extent permitted by Law, Holdco, Sellers and, to the extent applicable, their respective Affiliates, agents, attorneys, successors and assigns in his, her or its capacity as a shareholder or employee of the

Company (each, a “Seller Releasee”), of, from and against any and all actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, fixed or contingent, known or unknown, liquidated or unliquidated, suspected or unsuspected,at Law or in equity (the “Buyer-Released Claims”)which such Buyer Releasor ever had, now has or may have, or which such Buyer Releasor at any time previously had, or claimed to have had, on or by reason of any matter, cause or thing whatsoever arising from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed or was taken or permitted, at or prior to the Closing Date; provided, however, that this release does not extend to any claim (a) to enforce Buyer’s rights under this Agreement, any Seller Ancillary Agreement, any Holdco Ancillary Agreement or any Company Ancillary Agreement and nothing in this Agreement, including but not limited to this Section 8.4.2, shall be construed to extend to, include, restrict or limit in any way, and Buyer hereby reserves Buyer’s rights to pursue, any and all claims, actions or rights that Buyer or its Affiliates may now or in the future have under this Agreement, any Seller Ancillary Agreement, any Holdco Ancillary Agreement or any Company Ancillary Agreement, (b) for any breach by a Sellers of any obligations of confidentiality with respect to any proprietary processes or other proprietary information of the Company, however and whenever arising, (c) Fraud of any Seller, or (d) any transaction from which a Seller or Holdco derived an improper personal benefit. Buyer agrees not to, and agrees to cause its Affiliates, and each of their respective successors and assigns, not to, assert any Buyer-Released Claims against any Seller Releasee.

8.5 Employee and Employee Benefit Matters.

8.5.1 Credit. On and after the Closing Date, Buyer shall give each employee of the Company (the “Transferred Employees”) full credit for purposes of eligibility to participate and vesting under any employee benefit plans or arrangements maintained by Buyer and its Affiliates made available to the Transferred Employees and for all purposes under any severance plan, paid-time-off or vacation pay plan maintained by Buyer and its Affiliates and made available to the Transferred Employees, for the Transferred Employees’ service to the Company to the same extent such service is recognized by the comparable employee benefit plan or arrangements maintained by said Transferred Employee’s employer immediately prior to the Closing Date. Except as set forth on Schedule 8.5, Buyer shall not assume any Plan or any Liabilities under any Plan.

8.5.2 Administration. Following the date of this Agreement, the parties hereto shall cooperate in all matters reasonably necessary to affect the transactions contemplated by this Section 8.5.

8.5.3 No Amendment of Buyer Employee Benefit Plans. Notwithstanding anything in this Section 8.5 to the contrary, nothing contained herein, whether express or implied, shall be treated as an amendment to or other modification of any employee benefit plan maintained by Buyer or any of its Affiliates, or shall limit the right of Buyer to amend, terminate or otherwise modify any employee benefit plan maintained by Buyer or any of its Affiliates following the Closing Date. If (a) a Person other than the Buyer, on the one hand, or the Company, on the other hand, makes a claim or takes other action to enforce any provision in this Agreement as an amendment to any employee benefit plan maintained by Buyer or any of its Affiliates and (b) such provision is deemed to be an amendment to such employee benefit plan maintained by Buyer or any of its Affiliates even though not explicitly designated as such in this Agreement, then, solely

with respect to the employee benefit plan maintained by Buyer or any of its Affiliates at issue, such provision shall lapse retroactively and shall have no amendatory effect with respect thereto.

8.5.4 No Guarantee of Employment or Changes to Plans. Nothing contained in this Section 8.5 shall (i) guarantee employment for any period of time or preclude the ability of Buyer or the Company to terminate the employment of any Transferred Employee at any time and for any reason, (ii) require Buyer or the Company to continue any specific employee plans, or (iii) amend any Plan or other employee benefit plans or arrangements.

8.5.5 No Third-Party Beneficiaries. The parties hereto acknowledge and agree that all provisions contained in this Section 8.5 are included for the sole benefit of the Buyer, on the one hand, and the Company, on the other hand, and that nothing in this Agreement, whether express or implied, shall create any third-party beneficiary or other rights (a) in any other Person, including any employee or former employee of the Company, any participant in any employee benefit plan maintained by Buyer or any of its Affiliates or any dependent or beneficiary thereof or (b) to continued employment with Buyer or any of its Affiliates.

8.5.6 Transfer and Withdrawal from 401(k) Plan. The Company shall transfer sponsorship of and withdraw as a participating employer in the Nook Industries, Inc. Employee’s Profit Sharing Plan and Trust and any other Plan that contains a cash or deferred arrangement intended to qualify under Section 401(k) of the Code (the “401(k) Plans”) effective as of the Closing Date. At least one day prior to Closing, the Company shall have provided to Buyer, (i) executed resolutions authorizing such transfer and withdrawal, and (ii) a copy of an amendment to each 401(k) Plan sufficient to evidence such transfer and withdrawal.

8.6 Use of Name. Holdco and the Sellers acknowledge that from and after the Closing, the name “Nook Industries, Inc.” and all similar or related names, marks (including the Company’s “Nook” mark) and logos used by the Company in the operation of its business shall be owned by Buyer, that none of Holdco, any Seller or any of Holdco’s or such Seller’s Affiliates shall have any rights in the name “Nook Industries, Inc.” and all similar or related names, marks and logos used by the Company in the operation of its business, and that none of Holdco, any Seller or any of Holdco’s or such Seller’s Affiliates will contest the ownership or validity of any rights of Buyer in or to such names, marks (including the Company’s “Nook” mark) and logos. For the avoidance of doubt, this Section 8.6 shall not prevent or prohibit the use by any Seller, Holdco or any Affiliate of the foregoing of the “Nook” name where such use of the “Nook” name will not create a reasonable likelihood of confusion with the use of the “Nook” name by the Buyer, Buyer’s Affiliates or successors in interest. For example, no Seller shall use the “Nook” name in any products or product lines in the power transmission motion control market.

8.7 Copy of the Virtual Data Room and Electronic Files. On the Closing Date, Sellers’ Representative shall deliver to Buyer on one or more USB electronic storage devices, a complete and accurate (as of the date of delivery) electronic copy of its virtual data room (“VDR”) hosted by Dealroom with respect to the transactions contemplated by this Agreement. Sellers’ Representative shall cause Dealroom to continue to provide Buyer and its Representatives with access thereto until the Closing. None of the Company, Holdco or any Seller makes any representation or warranty of any kind, express or implied, regarding the validity, accuracy or completeness of any information in such VDR or the electronic copy of such VDR except as

expressly set forth in this Agreement or any other Seller Ancillary Agreement, any Holdco Ancillary Agreement or any Company Ancillary Agreement; provided, however, to the extent this Agreement or the Disclosure Letter or any other Seller Ancillary Agreement, any Holdco Ancillary Agreement or any Company Ancillary Agreement makes reference to an item that was made available to Buyer in the VDR, Buyer shall be entitled to rely on the copy therein as a materially true, accurate and complete copy thereof.

8.8 Non-Competition; Non-Solicitation.

8.8.1 For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), except as set forth on Section 8.8 of the Disclosure Letter, neither any Seller nor Holdco shall, and no Seller nor Holdco shall permit any of its Affiliates to, directly or indirectly (i) own, manage, operate, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise), control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in a Competitive Business Activity (as defined below) anywhere in the Restricted Territory (as defined below), or (ii) cause, induce or encourage any actual or prospective client, customer, supplier or licensor of the Company, Buyer or any of their Affiliates (including any existing or former customer of the Company and any Person that becomes a client or customer of the business of the Company after the Closing) or any other Person who has a material business relationship with the Company, Buyer or any of their Affiliates, to terminate or modify any such actual relationship or prospective relationship or solicit, divert, or appropriate, or attempt to solicit, divert, or appropriate, to any business in the Restricted Territory that engages in any Competitive Business Activity. The term “Competitive Business Activity” shall mean (A) developing, manufacturing, marketing, selling, distributing, or representing products and product lines of the business of the Company being sold or developed by the Company as of the Closing Date (“Competitive Products”); (B) managing, directing or consulting with individuals or entities that produce, market, sell, distribute, or represent Competitive Products; (C) acquiring or having an ownership interest (or other form of compensation that is similar to having an ownership interest, including, without limitation, phantom stock, stock appreciation rights, warrants, and options) in any entity which produces, markets, sells, distributes, or represents Competitive Products, except for ownership of five percent (5%) or less of any entity whose securities have been registered under the Securities Act of 1933, as amended, or Section 12 of the Securities Exchange Act of 1934, as amended; or (D) participating in the financing, operation, management or control of any Person or business that produces, markets, sells, distributes, or represents Competitive Products. The term “Restricted Territory” shall mean each and every state, province, city or other political subdivision in the United States or any other country, including those in which the Company is currently engaged in business or otherwise distributes or sells their products and all other nations and political subdivisions thereof in which the Company currently operates its businesses or into which the Company has active plans to expand its business.

8.8.2 For a period of three (3) years commencing on the Closing Date, neither any Seller nor Holdco shall, and neither any Seller nor Holdco shall permit any of its Affiliates to, directly or indirectly (except on behalf of the Company, Buyer, or their Affiliates), hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which

is not directed specifically to any such employees; provided, that nothing in this Section 8.8 shall prevent any Seller or any of his, her or its Affiliate from hiring (i) any employee whose employment has been terminated by the Company or Buyer or (ii) after six (6) months from the date of termination of employment, any employee whose employment with the Company or Buyer has been terminated by the employee.

8.8.3 Each of Holdco and each Seller agrees that during the Restricted Period, Holdco and such Seller will not, and will cause their Affiliates to not, on such Holdco’s or Seller’s behalf, or in the service or on the behalf of others, disparage the Company, Buyer or the business of the Company, or any of their respective directors, managers, officers, employees, agents or members.

8.8.4 Each of Holdco and each Seller acknowledges that a breach or threatened breach of this Section 8.8 by Holdco or such Seller will cause irreparable harm to Buyer, for which monetary damages will not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Holdco or such Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach by Holdco or such Seller, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).

8.8.5 Each of Holdco and each Seller acknowledges that the restrictions contained in this Section 8.8 constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 8.8 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 8.8 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. In addition, in the event of a breach or violation of any covenant or agreement set forth in this Section 8.8, the Restricted Period shall be tolled until such breach or violation has been duly cured.

8.9 Representation and Warranty Policy. Prior to or concurrently with the execution of this Agreement, Buyer shall cause to be bound the Representation and Warranty Policy. The premium of the Representation and Warranty Policy shall be borne by Buyer in accordance with the terms of the Representation and Warranty Policy. Prior to the Closing, Sellers’ Representative and the Company shall reasonably assist Buyer and cause their Affiliates to reasonably assist Buyer, including making available due diligence material reasonably requested by Buyer to obtain the Representations and Warranties Policy. The Representation and Warranty Policy shall include a provision whereby the insurer expressly waives, and irrevocably agrees not to pursue, directly or indirectly, any subrogation rights against Holdco, Sellers or any of its Affiliates, or any former shareholders, managers, members, directors, officers and employees of any of the foregoing with

respect to any claim made by any insured thereunder, which waiver Holdco or Sellers may enforce directly against the insurer of the Representation and Warranty Policy, other than in the event of Fraud on the part of Holdco or such Seller in respect of any of the representations and warranties covered by the Representation and Warranty Policy. Sellers’ Representative shall use commercially reasonable efforts to assist and cooperate with Buyer in connection with any claim by Buyer under, or recovery by Buyer with respect to, the Representations and Warranties Policy.

8.10 Payments Received. Holdco, Sellers and Buyer agree that, after the Closing Date, they shall hold and shall promptly transfer and deliver to the other party, from time to time as and when received by it and in the currency received, any cash, checks with appropriate endorsements (using commercially reasonable efforts not to convert such checks into cash) or other property that they may receive after the Closing Date which belongs to the other party, including any payments of accounts receivable and insurance proceeds, and shall account to the other party for all such receipts. In the event of a dispute between the parties regarding any party’s obligations under this Section 8.10, the parties shall cooperate and act in good faith to promptly resolve such dispute and, in connection with such cooperation, allow each other reasonable access to the records of the other relating to such disputed item.

8.11 Excluded Assets and Liabilities. One (1) Business Day prior to the Closing Date, Sellers and Holdco shall take such actions as are necessary or appropriate to cause the Company to transfer to Sellers, Holdco or an Affiliate thereof the assets, properties and Liabilities set forth on Section 8.12 of the Disclosure Letter (such assets, properties and Liabilities, the “Excluded Assets and Liabilities”). Buyer shall reasonably cooperate with Sellers and Holdco in connection with the transfer of the Excluded Assets and Liabilities, and the parties shall execute and cause to be delivered such instruments and other documents, and take such other actions, reasonably related thereto. Any and all Liabilities for Excluded Assets and Liabilities shall be and remain the sole obligation of Sellers or Holdco, as applicable.

8.12 Insurance. With respect to events or circumstances relating to the Company that occurred or existed prior to the Closing Date and that remain covered by occurrence-based third party liability insurance policies, Buyer and Sellers agree that any claims under such policies will be administered in all material respects in accordance with the terms of such policies. Buyer may request Joseph H. Nook, III and/or Holdco use commercially reasonable efforts to assist Buyer in making claims under such policies, subject to the terms and conditions of such policies; provided that Buyer (i) shall promptly give Joseph H. Nook, III or Holdco, as the case may be, notice in writing of any events or circumstances in respect of which Buyer is making a claim pursuant to this Section 8.12, and (ii) shall be liable for all uninsured or uncovered amounts for such claims (including any applicable deductibles that are not covered by any insurance policies). To the extent that after the Closing Buyer requires any information regarding claims data, payroll or other information in order to make filings with insurance carriers or regulators from Joseph H. Nook, III or Holdco, Joseph H. Nook, III and/or Holdco, as the case may be, shall use commercially reasonable efforts to promptly supply such information.

ARTICLE 9
Tax Matters

9.1 Apportionment of Taxes. All Taxes of the Company for a Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible, other than as provided for in Section 9.5) or (iii) required to be withheld, such Taxes allocated to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year ended at the end of the day on the Closing Date; and (b) in the case of Taxes imposed on a periodic basis with respect to the Company other than those described in subsection (a) of this Section 9.1, such Taxes allocated to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period.

9.2 Tax Returns; Refunds.

9.2.1 Tax Returns. Except as otherwise provided in this Section 9.2.1, Buyer shall cause the Company to prepare all Tax Returns of the Company for any Pre-Closing Tax Period or any Straddle Period that are due after the Closing Date (collectively, “Pre-Closing Tax Returns”) and shall cause the Company to provide to Sellers’ Representative drafts of such Pre-Closing Tax Returns for review and comment at least thirty (30) days prior to the due date for the filing of each such Pre-Closing Tax Return, including extensions or such shorter period as is necessary to allow for the timely filing of such Pre-Closing Tax Return. Not later than ten (10) days after the Company has provided such Pre-Closing Tax Return, Sellers’ Representative shall notify the Company of the existence of any objection in writing, specifying in reasonable detail the nature and basis of such objection that Sellers’ Representative may have to any item set forth on such draft Pre-Closing Tax Return. Buyer (on behalf of itself and the Company) and Sellers’ Representative agree to consult and resolve in good faith any such objection. If such objection cannot be resolved within five (5) days after delivery of such notice, the parties shall submit such dispute for resolution to the Independent Accountants pursuant to the procedures set forth in Section 2.4.3. Except as otherwise required by Law, all Pre-Closing Tax Returns shall be prepared consistent with past practices and, for the avoidance of doubt, will provide for a refund, in cash, whenever possible for the overpayment of Taxes or otherwise, rather than a credit for Taxes due for any Post-Closing Tax Period. Subject to Section 10.2(b)(iii), Sellers and Holdco, on a joint and several basis, shall pay to Buyer, within fifteen (15) Business Days of Buyer’s request, any and all Taxes due with respect to such Pre-Closing Tax Returns related to Pre-Closing Tax Periods, except to the extent such Taxes are specifically reflected on the Final Adjustment Statement. Notwithstanding the foregoing, Sellers’ Representative shall prepare and file all Pre-Closing Tax Returns of the Company that are income Tax Returns that allocate income or Taxes to the Sellers or Holdco and do not reflect or concern Taxes that are imposed on the Company itself (including, but not limited to, IRS Forms 1120-S and similar state and local income Tax Returns) and pay any income Taxes due and owing with respect thereto. Except as otherwise required by applicable Law, such Tax Returns prepared consistent with past practices. Sellers’ Representative shall

provide to Buyer drafts of such Tax Returns for review and comment at least thirty (30) days prior to the due date for the filing of each such Tax Return, including extensions. Not later than ten (10) days after Sellers’ Representative has provided such Pre-Closing Tax Return, Buyer shall notify Sellers’ Representative of the existence of any objection in writing, specifying in reasonable detail the nature and basis of such objection that Buyer may have to any item set forth on such draft Tax Return. Buyer (on behalf of itself and the Company) and Sellers’ Representative agree to consult and resolve in good faith any such objection. If such objection cannot be resolved within five (5) days after delivery of such notice, the parties shall submit such dispute for resolution to the Independent Accountants pursuant to the procedures set forth in Section 2.4.3.

9.2.2 Post-Closing Actions. None of Buyer, the Company or any Affiliate thereof shall (a) make any election with respect to any Pre-Closing Tax Period, or (b) file any amended Tax Return with respect to any Pre-Closing Tax Period, if in any such case such action would have the effect of increasing Sellers’ or Holdco’s liability for any Taxes, reducing any Tax benefit of Sellers or Holdco or increasing the obligations set forth in this Article 9, in each case without the prior written consent of the Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed.

9.2.3 Tax Elections. Sellers, Holdco and Buyer agree with respect to filing of Tax Returns (in each case to the extent applicable): (a) to treat any income Tax deductions permitted under applicable Law resulting from the payment of any Selling Expenses and any Transaction Bonuses, and the payment of Repaid Closing Indebtedness (including any deductions for financing fees) as occurring on the Closing Date; (b) to make (and cause the Company to make) the election under Revenue Procedure 2011-29 to apply the seventy percent (70%) safe-harbor to any “success based fee” as defined in Treasury Regulation Section 1.263(a)-5(f), including the investment banking fees paid to KeyBanc Capital Markets; and (c) to not make (nor allow the Company to make) an election under Section 172(b)(3) of the Code.

9.2.4 Intended Tax Treatment; Allocation. Sellers, Holdco, the Company and Buyer intend that following the completion of the Reorganization, and at the time of Closing, (i) the Company will be a single-member limited liability company that is wholly owned by Holdco, (ii) the Company will be disregarded as an entity separate from Holdco for U.S. federal income Tax purposes and applicable state income Tax purposes, (iii) the purchase by Buyer of the Interests will be treated for U.S. federal income Tax purposes and applicable state income Tax purposes as a sale by Holdco to Buyer, and a purchase by Buyer from Holdco, of the Company’s assets in exchange for the consideration paid by Buyer to Holdco under this Agreement and (iv) the Reorganization is intended to qualify as a reorganization under Section 368(a)(1)(F) of the Code as described in IRS Revenue Ruling 2008-18 (collectively, the “Intended Tax Treatment”). None of Sellers, Holdco, the Company or Buyer shall take any actions or positions, for U.S. federal or applicable state income Tax purposes, that are inconsistent with the Intended Tax Treatment unless required by Applicable Law. The consideration paid for the Interests hereunder and the liabilities (to the extent included in amount realized for federal income Tax purposes) of the Company shall be allocated among the assets of the Company in accordance with the allocation schedule attached hereto as Schedule 9.2.4 (the “Allocation Schedule”). Buyer, Sellers and each of their respective Affiliates shall file all Tax Returns (including IRS Form 8594) in a manner consistent with such Allocation Schedule, and none of the parties will voluntarily take any position inconsistent with the Allocation Schedule in any inquiry, assessment, action, proceeding, audit or other similar event

relating to Taxes. A party may change such allocations only as may be required by a final determination as defined in Section 1313 of the Code.

9.2.5 Refunds. If the Company receives a Tax refund, applies a credit against Taxes, or is able to utilize a credit carryforward, which refund, credit or credit carryforward arises from or is attributable to a Pre-Closing Tax Period, such refund or the amount of such credit or credit carryforward shall be paid (net of any reasonable out-of-pocket costs or additional Taxes incurred in connection therewith) to Sellers’ Representative; provided, however, that Sellers shall not be entitled to any such payment (a) to the extent taken into account in the Final Adjustment Statement or (b) attributable to any carryback of an item from a Post-Closing Tax Period. To the extent permitted by applicable Law, Buyer shall request a refund (rather than a credit in lieu of refund) with respect to all Pre-Closing Tax Periods. To the extent any such refund or credit that results in a payment to Sellers’ Representative under this Section 9.2.5 is subsequently disallowed, Sellers’ Representative shall repay such amount to Buyer (or its designee) within ten (10) Business Days after receipt of a written request therefor together with any interest, penalties, or other additional amounts properly imposed by any applicable Taxing Authority.

9.3 Controversies. Buyer shall cause the Company to notify Sellers’ Representative in writing within ten (10) days of the receipt by Buyer or the Company of any notice of any inquiries, assessments, Proceedings or similar events received from any Taxing Authority with respect to Taxes of the Company for a Pre-Closing Tax Period which Sellers or Holdco may be responsible for payment, directly or indirectly (any such inquiry, assessment, Proceeding, litigation, audit or similar event, a “Tax Matter”). Sellers’ Representative may, at his own expense, participate in and, upon written notice to Buyer, assume the defense of any such Tax Matter. If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the authority, with respect to a Tax Matter related solely to any taxable period ending on or before the Closing Date (a “Seller Tax Contest”), to represent the interests of the Company before the relevant Taxing Authority and have the right to control the defense, compromise or other resolution of such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Seller Tax Matter. Buyer shall have the right (but not the duty) to participate in the defense of such Seller Tax Matter that Sellers’ Representative is defending and to employ counsel, at its own expense, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of, or otherwise compromise, any such Seller Tax Matter to the extent the resolution of such Seller Tax Matter could reasonably be expected to adversely affect the Tax liability of Buyer, the Company or any Affiliate of the foregoing for a Post-Closing Tax Period without the prior written consent of Buyer. Sellers’ Representative shall keep Buyer informed with respect to the commencement, status, and nature of any such Seller Tax Matter, and will, in good faith, allow Buyer to consult with him regarding the conduct of or positions taken in any such Proceeding. With respect to all other Tax Matters or if Sellers’ Representative does not assume the defense of a Seller Tax Matter, Buyer shall keep Sellers’ Representative informed of the progress of such Tax Matter from time to time and shall consult with Sellers’ Representative with respect to such Tax Matter. Sellers’ Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter that Buyer or the Company is defending and to employ counsel, at his own expense, separate from counsel employed by Buyer or the Company. Neither Buyer nor the Company shall have the right to settle (or to consent to the settlement or compromise of) such Tax Matter without

the prior written consent of Sellers’ Representative if such settlement or compromise would cause Sellers or Holdco to be liable for actual payment of any part of the settlement amount to be paid with respect to such Tax Matter or increase Sellers’ or Holdco’s liability for Taxes under this Article 9. In the event of any conflict between this Section 9.3 and Section 10.4, this Section 9.3 shall control

9.4 Cooperation. In connection with the preparation of Tax Returns, audit examinations and any administrative or judicial Proceedings relating to the Tax Liabilities imposed on the Company for all Pre-Closing Tax periods, the parties shall cooperate fully with each other, including, without limitation, the furnishing or making available during normal business hours of records, information, personnel (as reasonably required), books of account or other materials reasonably relevant or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Taxing Authorities as to the imposition of Taxes. Each party agrees to retain all books and records with respect to Tax matters pertinent to the Company relating to any Pre-Closing Tax Period until the expiration of the applicable statute of limitations and any extension thereof for the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority. Buyer and Sellers’ Representative shall, upon request, use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).

9.5 Transfer Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest), and all conveyance fees, recording charges and other such charges, in each case incurred in connection with this Agreement (“Transfer Taxes”) shall be borne one half by the Sellers and Holdco and one half by the Buyer. The Person or Persons (or in the case of Sellers, Sellers’ Representative) required by Law to file a Tax Return and other documentation with respect to such Transfer Taxes shall do so in the time and manner prescribed by Law, and the non-filing Person or Persons (or in the case of Sellers, Sellers’ Representative) shall (i) cooperate with the filing Person or Persons in the preparation, execution and filing of all Tax Returns and other documentation regarding any Transfer Taxes, including by promptly supplying any information in its possession that is reasonably necessary to complete such Tax Returns, and (ii) promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes.

9.6 Successors. For purposes of this Article 9, references to the Company, Sellers, Holdco, or Buyer shall include successor entities.

ARTICLE 10
Survival of Representations, Warranties and Covenants

10.1 Survival of Representations, Warranties and Covenants. The representations, warranties, and pre-Closing covenants contained in this Agreement or in any other Seller Ancillary Agreement, Holdco Ancillary Agreement or Company Ancillary Agreement will not survive beyond the Closing, such that no claim for breach of any such representation, warranty, or

pre-Closing covenant may be brought after the Closing with respect thereto against any Seller, Holdco, the Sellers’ Representative or the Company or any Affiliate of any of the foregoing, and there will be no liability in respect thereof, whether such liability has accrued prior to or after the Closing, on the part of any Seller, Holdco, the Sellers’ Representative or the Company or any Affiliate of any of the foregoing; provided, however, that nothing shall limit the ability of the parties to bring a cause of action for Fraud. This Section 10.1 shall not limit any covenant or agreement of the parties that by its terms contemplates performance after the Closing or the bringing of any cause of action claiming, based upon or arising out of any breach thereof. Notwithstanding anything to the contrary in this Agreement, the survival periods set forth in this Section 10.1 shall not affect or otherwise limit any claim made or available under the Representation and Warranty Policy.

10.2 Indemnification by Sellers and Holdco.

(a) Subject to the provisions of this Article 10, effective as of and after the Closing, Holdco and the Sellers shall, jointly and severally, indemnify, defend, reimburse, and hold harmless Buyer and its Affiliates (collectively, the “Buyer Indemnified Parties”), from and against any and all Losses actually incurred by any of the Buyer Indemnified Parties whether or not arising out of a Third-Party Claim (as defined below), to the extent arising out of or resulting from (i) any breach of any post-Closing covenant or agreement of the Company, Holdco or Sellers contained in this Agreement that survives the Closing, for the period it survives, (ii) any Pre-Closing Taxes; (iii) Seller’s or Holdco’s noncompliance with any applicable bulk sales or similar Law, (iv) Fraud, (v) any Excluded Assets and Liabilities, and (vi) any of the matters set forth on Schedule 10.2(a)(vi).

(b) Notwithstanding any other provision to the contrary:

(i) Sellers shall not be required to indemnify, defend or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any Losses to the extent such Losses are reflected, recorded or included in Closing Working Capital on the Closing Certificate;

(ii) any indemnification owing pursuant to Section 10.2(a)(ii), with respect to breaches of Seller Fundamental Representations, regardless of which Sellers made such representations and warranties, and/or as a result of any matters set forth on Schedule 10.2(a)(vi) shall be paid as follows: (A) first, from the Indemnification Escrow Amount, until such time as the retention under the Representation and Warranty Policy has been satisfied (to the extent applicable); (B) second, from the Representation and Warranty Policy to the extent applicable and to the extent of the coverage limits under the Representation and Warranty Policy; (C) third, from the Indemnity Escrow Amount, and (D) fourth, from Sellers, jointly and severally, and/or Holdco;

(iii) notwithstanding any other provisions in this Agreement, to the extent any Buyer Indemnified Party suffers any Losses as a result of Fraud, the Sellers, jointly and severally, and Holdco will be liable for such Losses, which shall be paid as follows: (A) first, from the Indemnification Escrow Amount, and (B) second, at the Buyer Indemnified Party’s option from, (1) any insurance coverage(s) available with respect to such claim, including but not limited to the Representation and Warranty Policy, to the extent applicable and to the extent of the coverage limits available to satisfy such claim, and/or from Sellers, jointly and severally, and/or Holdco, and/or (2) Sellers, jointly and severally, and/or Holdco; and

(iv) any indemnification owing pursuant to Section 10.2(a)(i) (excluding Section 8.8 (Non-Competition; Non-Solicitation)), Section 10.2(a)(iii) or Section 10.2(a)(v) shall be paid as follows: (A) first, from the Indemnification Escrow Amount, and (B) by the Sellers, jointly and severally, and/or Holdco; and

(v) any indemnification owing pursuant to Section 10.2(a)(i), solely with respect to Section 8.8 (Non-Competition; Non-Solicitation), shall be paid solely by the Seller or Sellers in breach thereof.

10.3 Indemnification by Buyer. Subject to the provisions of this Article 10, effective at and after the Closing, Buyer shall indemnify, defend and hold harmless Sellers, Holdco and their Affiliates (collectively, the “Seller Indemnified Parties”), from and against any and all Losses actually incurred by any of the Seller Indemnified Parties to the extent arising out of or resulting from any breach of any post-Closing covenant or agreement of Buyer contained in this Agreement that survives the Closing, for the period it survives.

10.4 Procedures.

(a) Third-Party Claims. A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim or demand that the Indemnified Party has determined has given or would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand, as well as the applicable Losses; provided, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 10, except to the extent the Indemnifying Party is prejudiced by such failure, it being agreed that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 10.1 for such representation, warranty, covenant or agreement. The Indemnifying Party shall respond promptly to any claim for indemnification by the Indemnified Party, and, in the event of any dispute in respect of a claim for indemnification, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute for at least twenty (20) Business Days after notice of such claim and, if not resolved through negotiations, either the Indemnifying Party or the Indemnified Party may exercise any and all remedies set forth in this Agreement; provided that nothing herein shall preclude any party from seeking performance or other equitable relief at any time. Notwithstanding anything to the contrary in this Section 10.4(a), the control of the defense of any claim for which Buyer Indemnified Parties may seek recovery under the Representation and Warranty Policy shall be subject to the provisions thereof.

(b) Upon receipt of a notice of a Third-Party Claim for indemnity from an Indemnified Party pursuant to Section 10.2(a) or Section 10.3:

(i) The Indemnifying Party will be entitled, by notice to the Indemnified Party delivered within ten (10) Business Days of the receipt of notice of such Third-Party Claim, to assume the defense and control of such Third-Party Claim (at the expense of such Indemnifying

Party); unless (A) the assumption of the defense by the Indemnifying Party is reasonably likely to cause a Buyer Indemnified Party to lose coverage under the Representation and Warranty Policy; (B) a Buyer Indemnified Party or the insurer is required to assume the defense of such Third-Party Claim pursuant to the Representation and Warranty Policy; or (C) the insurer under the Representation and Warranty Policy and Buyer have confirmed in writing that the applicable Losses will be fully covered other than by Seller. Notwithstanding an election to assume the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (I) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (II) such Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party; or (III) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense.

(ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 10.4(b), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Buyer or Sellers and Holdco, as the case may be, shall, and shall cause each of its Affiliates and Representatives to, reasonably cooperate with the Indemnifying Party in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; providedthat either party may restrict the provision of such information to the extent that (A) applicable Law requires such party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (providedthat such party shall use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a party or any of its Subsidiaries may be subject (providedthat such party shall use commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (providedthat such party and its affiliates shall use commercially reasonable efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection).

(iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim, without the prior written consent of any Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the business of the Company after the Closing (in the case of any Seller or Holdco being the Indemnifying Party) after the Closing (in the case of Buyer being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that is not fully indemnifiable by the Indemnifying Party hereunder. Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, no Indemnified Party will admit any liability, or consent to the entry of any judgment or enter into any settlement or compromise, with respect to a Third-Party Claim for which the Indemnifying Party may have any liability hereunder without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed).

(iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article 10 with respect to such Third-Party Claim.

(c) Direct Claims. Any claim or demand by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure or is materially prejudiced by such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such

claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

10.5 Interpretation. For the purposes of determining whether there has been a breach of any representation, warranty or covenant herein or the amount of Losses resulting or arising therefrom, the representations and warranties set forth in this Agreement shall be considered without regard to any materiality or material adverse effect qualification (including terms such as “material,” “materially,” and “Material Adverse Effect”) set forth therein as if such qualification were deleted from such representation and warranty.

10.6 Tax Treatment of Indemnity Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Sellers, Holdco and Buyer agree (and agree to cause their respective Affiliates) to treat any and all payments under Section 2.4 and this Article 10 as an adjustment to the Purchase Price for Tax purposes.

10.7 Escrow Termination. On the date which is eighteen (18) months after the Closing Date (“Escrow Termination Date”), the Buyer and the Sellers’ Representative shall submit joint written instructions to the Escrow Agent to release the Indemnity Escrow Funds, if any, minus the amount, if any, of claims for indemnification under this Article 10 asserted prior to such date by the Buyer Indemnified Parties in writing in accordance with this Article 10 but not yet resolved as of the Escrow Termination Date (the “Unresolved Claims”), to the Sellers' Representative. The amount due to be released pursuant to the preceding sentence shall be released by the Escrow Agent through wire transfer of immediately available funds to the account designated by the Sellers' Representative. Any portion of the Indemnity Escrow Amount retained by the Escrow Agent in respect of any Unresolved Claims shall be released by the Escrow Agent upon a Final Determination of such Unresolved Claims. A “Final Determination” shall exist when (i) the Indemnifying Party and the Indemnified Party have entered into a written settlement agreement with respect to the subject matter of a particular Unresolved Claim, or (ii) a final, non-appealable judgment or Order has been entered by a court of competent jurisdiction or arbitrator fully resolving the subject matter of a particular Unresolved Claim.

ARTICLE 11
Certain Definitions

When used in this Agreement, the following terms in all of their tenses, cases and correlative forms shall have the meanings assigned to them in this Article 11, or elsewhere in this Agreement as indicated in this Article 11:

“1933 Act” means the Securities Act of 1933, as amended, and the regulations thereunder.

“Accounting Policies” means the accounting procedures, rules, standards, classifications, estimations, assumptions, policies, practices and methodologies used by Sellers and Holdco with respect to the Company, which are in accordance with GAAP and the requirements of the applicable Governmental Authorities, applied consistently and without any changes or modifications (including changes or modifications to classifications, judgments or estimation

methodology) except to reflect any changes in GAAP or the requirements of the applicable Governmental Authorities that apply in any specific period.

“Acquisition Balance Sheet” is defined in Section 4.5(a).

“Adjustment Escrow Amount” means Five Hundred Thousand Dollars ($500,000).

“Affiliate” of a specified Person means any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person, and, if such specified Person (i) is a natural person, any of such Person’s parents, brothers, sisters, spouse, children or beneficiaries or (ii) is a trust, shall also include any trustee or beneficiary of such trust. For purposes of this definition, “control” of any Person means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting capital stock or equity interests, by Contract, or otherwise.

“Agreement” is defined in the preamble of this Agreement.

“Allocation Schedule” is defined in Section 9.2.3.

“Authorized Action” is defined in Section 8.2.7(c).

“Business Day” means any day other than a Saturday, Sunday or day on which banking institutions in Cleveland, Ohio or Boston, Massachusetts are authorized or obligated pursuant to Law to be closed.

“Buyer” is defined in the preamble of this Agreement.

“Buyer Ancillary Agreements” is defined in Section 5.1.

“Buyer Indemnified Parties” is defined in Section 10.2(a).

“Buyer Releasor” is defined in Section 8.4.2.

“Buyer-Released Claims” is defined in Section 8.4.2.

“Calfee” is defined in Section 12.16.1.

“Calfee Clients” is defined in Section 12.16.1.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act (H.R. 748), any current federal, state or local Laws or guidance related to the COVID-19 pandemic and any similar or successor legislation, including any presidential memoranda or executive orders, relating to COVID-19.

“Closing” and “Closing Date” are defined in Article 7.

“Closing Cash” means the checks, cash held in deposit accounts, including money market accounts and money orders, of the Company and cash equivalents held by the Company

immediately prior to the Closing as reported on the Companies’ closing date financial statements, which is net of issued and uncleared checks and is inclusive of any deposits in transit (i.e., uncleared checks, wire transfers, and drafts presented by the Company for deposit but not yet credited to deposit accounts of the Company at such time). For the avoidance of doubt, Closing Cash will be determined without giving effect to the transactions contemplated hereby.

“Closing Cash Payment” is defined in Section 2.3.

“Closing Certificate” is defined in Section 2.3.

“Closing Indebtedness” means the Indebtedness of the Company immediately prior to the Closing. For the avoidance of doubt, Closing Indebtedness will be determined without giving effect to the transactions contemplated hereby.

“Closing Working Capital” means the Working Capital of the Company immediately prior to the Closing. For the avoidance of doubt, Closing Working Capital will be determined without giving effect to the transactions contemplated hereby.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Collective Bargaining Agreement” means any collective bargaining agreement, labor Contract or other Contract with any labor union, works council or employee organization.

“Company” is defined in the preamble of this Agreement.

“Company Ancillary Agreements” is defined in Section 4.1(b).

“Company Assets” is defined in Section 4.11(d).

“Company Intellectual Property” means the Intellectual Property owned by the Company.

“Company’s Knowledge” or words of similar effect mean the actual knowledge, after reasonable inquiry and investigation, of Joseph H. Nook, III, Scott Boyle, James Rowell and Seth Appleby.

“Company Releasee” is defined in Section 8.4.1.

“Competitive Business Activity” is defined in Section 8.8.1.

“Competitive Products” is defined in Section 8.8.1

“Confidentiality Agreement” is defined in Section 8.2.4.

“Contract” means, whether written or oral, and whether express or implied, any contract, agreement, lease, license, indenture, note, bond, loan or credit agreement, instrument, commitment, customer order, deed, mortgage, undertaking, and other agreement, commitment or other legally binding arrangement, including terms of service, terms of use, warranties, privacy policies, shrink-wrap and click-through terms, and other online agreements and undertakings, as

well as any amendments, supplements or other modifications thereto, but specifically excluding quotes and responses to requests for proposals.

“Direct Claim” is defined in Section 10.4(c).

“Disclosure Letter” is the confidential disclosure letter, dated as of the date hereof, delivered to Buyer in connection with the execution and delivery of this Agreement.

“Disposal,” “Storage,” and “Treatment” shall have the meanings assigned them at 42 U.S.C. § 6903(3), (33) and (34), respectively.

“E. 49th Street Lease Agreement” means that certain Lease Agreement, dated as of the Closing Date, by and between ABCAW Associates, Ltd. and the Company, in the form attached hereto as Exhibit C-1.

“Enforceability Exceptions” is defined in Section 3.3.

“Environment” means soil, surface waters, groundwater, land, stream, sediments, surface or subsurface strata or ambient air.

“Environmental Claim” means any written claim, action, cause of action, investigation or notice by any person or entity alleging potential liability (including, without limitation, potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, or penalties) arising out of, based on or resulting from (a) the presence, Environmental Release or threatened Environmental Release of any Hazardous Materials at any location, whether or not owned or operated by the Company, or (b) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law.

“Environmental Law(s)” means any applicable Law currently in effect concerning, public health and safety, worker health and safety, pollution, the protection of the Environment or natural resources, or human health, including with respect to emissions, discharges, releases or threatened releases of Hazardous Materials or otherwise relating to the manufacture, processing, marketing, labeling, registration, notification, packaging, import, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, and including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water Act (41 U.S.C. § 300f et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 125, et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), and the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), and any analogous state and local Laws, as each has been amended and the regulations promulgated pursuant thereto.

“Environmental Release” means any release, spill, emission, discharge, leaking, pumping, injection, deposit, disposal, dispersal, leaching or migration into the environment (including, without limitation, ambient air, surface water, groundwater and surface or subsurface strata) or into or out of any property, including the movement of Hazardous Materials through or in the air, soil, surface water, groundwater or property.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.

“Escrow Agent” means KeyBank National Association, a national banking association.

“Escrow Agreement” means the Escrow Agreement among the Escrow Agent, Buyer, Holdco and Sellers’ Representative, in the form attached hereto as Exhibit D.

“Estimated Closing Cash” is defined in Section 2.3.

“Estimated Closing Indebtedness” is defined in Section 2.3.

“Estimated Closing Working Capital” is defined in Section 2.3.

“Estimated Purchase Price” is defined in Section 2.3.

“Estimated Selling Expenses” is defined in Section 2.3.

“Estimated Transaction Bonuses” is defined in Section 2.3.

“Excluded Assets and Liabilities” is defined in Section 8.12.

“Final Adjustment Statement” is defined in Section 2.4.4.

“Final Post-Closing Adjustment” is defined in Section 2.4.4.

“Financial Statements” is defined in Section 4.5(a).

“Fraud” means, with respect to any statement in any representation or warranty set forth in Article 3, Article 4, or Article 5 (as applicable) or made in any certificates delivered pursuant to this Agreement, (a) the Person against whom an allegation of fraud has been made had actual knowledge that a fact provided by such party was inaccurate when such statement was provided, (b) such statement was provided with the intention to induce the other party to act or refrain from acting and (c) such statement is actually and detrimentally relied upon by the other party.

“GAAP” means generally accepted accounting principles, as in effect in the United States either from time to time as applied to periods prior to the Closing Date or as applied on the Closing Date, as applicable, and in either case, applied on a basis consistent with the past practices of the Company.

“Governmental Authority” means any U.S. or non-U.S. federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of any such government or political subdivision, or any self-regulated organization or other non-governmental regulating authority (to the extent that the rules, regulations or orders of such authority have the force of law), any arbitrator, tribunal or court of competent jurisdiction.

“Hazardous Material” means any substance, waste, or material which is defined as a “hazardous substance”, “hazardous waste”, “toxic”, “toxic waste”, “pollutant”, “contaminant”, “solid waste”, “medical waste”, “regulated substance” or by words of similar import pursuant to

Environmental Laws or the use or presence of which is regulated or prohibited by any Environmental Law. Hazardous Materials include, without limitation, asbestos, oil and petroleum products and materials, lead-based paint, mold, and polychlorinated biphenyls and per- and polyfluoroalkyl substances, explosives or radioactive materials (including naturally occurring radioactive materials).

“High-End Working Capital Target” means Ten Million Dollars ($10,000,000).

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations thereunder.

“HSR Filing” is defined in Section 8.1.4(b).

“IC-DISC” is defined in the Recitals to this Agreement.

“IC-DISC Distribution” is defined in the Recitals to this Agreement.

“Indebtedness” means, as at any date of determination thereof (without duplication), all obligations (other than intercompany obligations, but including all obligations in respect of principal, accrued interest, penalties, fees, expenses and premiums) of the Company in respect of: (a) any borrowed money or funded indebtedness or obligations (including overdraft facilities) issued in substitution for or exchange for borrowed money or funded indebtedness (including obligations with respect to principal, accrued interest and any applicable prepayment charges or premiums); (b) any indebtedness evidenced by any note, bond, debenture or other debt security; (c) capital lease obligations; (d) any indebtedness guaranteed by the Company (including, but not limited to, intercompany debt and guarantees by the Company of performance obligations of the IC-DISC or an Affiliate of the Company and any guarantees under any leases of the Company or an Affiliate of the Company); (e) for contractual obligations relating to interest rate protection, swap contracts, commodity or similar swaps collar contracts, futures contracts or other hedging arrangements; (f) the amount drawn upon any letters of credit; (g) deferred rent, the deferred purchase price of property, goods or services (other than trade payables or accruals incurred in the ordinary course of business), or deferred revenue from any customer of the Company, (h) in respect of letters of credit, performance bonds, credit and bankers’ acceptances and similar facilities (in each case to the extent drawn), (i) in respect of deferred compensation for services or in respect of any unsatisfied obligation for “withdrawal liability” to a “multiemployer plan” as such terms are defined under ERISA, (j) in respect of severance, change of control payments, stock appreciation rights payments, stay bonuses (to the extent not caused by Buyer), retention bonuses (to the extent not caused by Buyer), and other bonuses and similar Liabilities (to the extent any such payments referred to in this subsection (j) shall not constitute a Transaction Bonus) due or arising (either alone or in combination with any other event) as a result of the consummation of the transaction, and the employer’s share of payroll employment, or other Taxes associated with any such payments or other Liabilities, including any payroll Taxes that have been deferred, without regard to any ability of the Company to defer such Taxes under the CARES Act or other applicable Law; (k) for severance or other termination payments or benefits owed with respect to the termination of employment or service of any employees at or prior to the Closing; (l) in respect of, obligations for any Paycheck Protection Program, Economic Industry Disaster Loan, or any other loans or other repayable (including on a contingent basis) amounts received under the CARES Act or

similar funds from any Governmental Authority, including any such payments that have not been repaid or forgiven, (m) all unpaid Taxes of the Company with respect to any Pre-Closing Tax Period, which shall be determined on a jurisdiction by jurisdiction basis and in all cases shall not be an amount less than zero, and including all Liabilities for payroll Taxes that the Company has elected to defer pursuant to Section 2302 of the CARES Act or any other obligations deferred pursuant to or in connection with the CARES Act or any U.S. presidential memorandum or executive order, but excluding any accrued real estate Taxes otherwise included in the calculation of Working Capital, (n) any accrued but unpaid performance or other bonuses or incentive payments (under the Company incentive program(s)) and the employer’s portion of any payroll Taxes related thereto, (o) settlement or other payments obligations of the Company to any Affiliates, including any accrued but unpaid distributions to any Seller or Holdco, and (p) in the nature of guarantees of the obligations described in clauses (a) through (o) above or secured by a Lien on any property or assets owned by the Company. The foregoing calculation of Indebtedness shall not include the principal amount of any undrawn letters of credit or the amount of issued but uncleared checks, wire transfers and drafts written or issued by the Company as of the Closing Date (which, for purposes of clarity, will be included in the calculation of Working Capital).

“Indemnified Party” is defined in Section 10.4(a).

“Indemnifying Party” is defined in Section 10.4(a).

“Indemnity Escrow Amount” means Three Million Dollars ($3,000,000).

“Independent Accountants” is defined in Section 2.4.3.

“Intellectual Property” means any of the following in any jurisdiction throughout the world: (a) patents, patent applications, utility models, utility model applications, invention disclosure records and inventions (whether patentable or unpatentable and whether or not reduced to practice), including any continuations, divisionals, continuations-in-part, renewals and reissues for any of the foregoing; (b) Internet domain names, trademarks, service marks, trade dress, trade names, logos, slogans and corporate names, together with any translation, adaptation, derivation or combination of the foregoing, and registrations and applications for registration thereof together with all of the goodwill associated therewith; (c) copyrights (registered or unregistered) and copyrightable works and registrations and applications for registration thereof; (d) mask works and registrations and applications for registration thereof; (e) computer Software (excluding Off-the-Shelf Software), data, data bases and documentation thereof; (f) trade secrets and other confidential information (including ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial and marketing plans and customer and supplier lists and information) (collectively, “Trade Secrets”); (g) all industrial designs and any registrations and application for registration thereof, and (h) copies and tangible embodiments thereof (in whatever form or medium).

“IT Assets” means all computers (including, servers, firewalls, workstations, desktops, laptops and handheld devices), Software, hardware, networks, firmware, middleware, routers, hubs, switches, data communications lines, data storage devices, information security and

telecommunications capabilities, data centers, operating systems and all other information technology equipment and other similar or related items of information technology hardware and infrastructure, in each of the foregoing, owned or licensed by the Company or any of its Subsidiaries.

“J. Nook 1982 Trust” means the Joseph H. Nook Jr., Declaration of Trust, dated November 6, 1982, as amended, a trust created under the laws of the State of Florida.

“J. Nook 2012 Trust” means the Joseph H. Nook Jr., Irrevocable Trust, dated December 17, 2012, a trust created under the laws of the State of Florida.

“Law” means any federal, state, regional, local or foreign law, statute, ordinance, code, constitution, treaty, rule, regulation, order or requirement of any Governmental Authority.

“Leased Real Property” is defined in Section 4.11(a).

“Leases” is defined in Section 4.11(a).

“Liability” means all direct or indirect debts, liabilities, Indebtedness, guarantees, assurances, commitments and obligations, whether fixed, contingent or absolute, asserted or unasserted, direct or indirect, matured or unmatured, liquidated or unliquidated, disputed or undisputed, joint or several, secured or unsecured, vested or unvested, accrued or not accrued, known or unknown, due or to become due, whenever or however arising (including whether arising out of applicable Law or any Contract or tort based on negligence or strict liability), including any off balance sheet liabilities, liability for Taxes, other governmental charges or lawsuits brought, whether or not of any kind required by GAAP to be set forth on a financial statement.

“Licenses” is defined in Section 4.12(b).

“Lien” means any lien (including mechanic’s and materialman’s liens), charge, mortgage, pledge, easement, encumbrance, security interest, matrimonial or community interest, tenancy by the entirety claim, adverse claim, judgment, encumbrance, deed of trust, hypothecation, conditional sales agreement, adverse claim of ownership or use, title defect, lease, sublease, covenant, right-of-way, claim, rights of first refusal or any other title defect, restriction, or encumbrance of any kind.

“Losses” means any and all damages, judgments, awards, Liabilities, losses, obligations, claims and actions of any kind or nature, fines, deficiencies, awards, Taxes, penalties, assessments, obligations, and costs and expenses (including reasonable fees and expenses of attorneys, experts, auditors, consultants, agents and other expenses and court costs at the administrative, trial and appellate levels and accountants’ fees and expenses and disbursements, which are incurred in connection with the investigation or defense of any demand or Proceeding, including any amounts paid in settlement thereof, and the cost of enforcing any award for indemnification hereunder).

“Low-End Working Capital Target” means Nine Million Five Hundred Thousand Dollars ($9,500,000).

“M. Nook 2012 Trust (FBO J. Nook)” means the Mary L. Nook Jr., Irrevocable Trust, dated December 17, 2012, FBO Joseph H. Nook III, a trust created under the laws of the State of Florida.

“M. Nook 2012 Trust (FBO K. Slingsby)” means the Mary L. Nook Jr., Irrevocable Trust, dated December 17, 2012, FBO Katherine Slingsby, a trust created under the laws of the State of Florida.

“M. Nook 2012 Trust (FBO M. Nook)” means the Mary L. Nook Jr., Irrevocable Trust, dated December 17, 2012, FBO Molly M. Nook, a trust created under the laws of the State of Florida.

“Material Adverse Effect” means any change, event, circumstance, development, occurrence or effect that individually or taken together with any other change, event, circumstance, development, occurrence or effect is, or would reasonably be expected to be, (a) materially adverse to the business, operations, condition (financial or otherwise), properties, assets, Liabilities or results of operations of the Company, employee relations or customer or supplier relations, assets or operations of the business of the Company, taken as a whole, or (b) reasonably expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that none of the following will be deemed, either alone or in combination, to constitute, and none of the following will be taken into account in determining whether there has been, or would reasonably expected to be, a “Material Adverse Effect”: (i) changes in business or economic conditions affecting the economy or the Company’s industry generally, including cyclical fluctuations and trends; (ii) changes in stock markets or credit markets; (iii) changes in Tax rates, Law or GAAP, or the enactment or implementation of any new Law or Tax, in each case after the date hereof; (iv) any event as to which Buyer has provided written consent hereunder; (v) natural disasters, pandemic, acts of war, sabotage, terrorism, hostilities, military action or any escalation or worsening thereof; (vi) any failure of the Company to meet any projections, estimates or forecasts (financial, operational or otherwise) for any period (it being understood that the facts and occurrences giving rise or contributing to such failure, to the extent not otherwise excluded by another clause of this definition, may be taken into account in determining whether there has been a Material Adverse Effect); or (vii) except for purposes of Sections 3.4 or 4.4, the execution, delivery or performance of this Agreement (including any announcement relating to this Agreement or the fact that Buyer is acquiring the Company and any actions taken by any customer, supplier or employee of the Company in response to such announcement) or any actions that Sellers, Holdco or the Company or any Representative thereof is required to take hereunder at the express written request of Buyer.

“Material Contracts” is defined in Section 4.13.

“Material Customers” is defined in Section 4.19.

“Material Suppliers” is defined in Section 4.19.

“Mercantile Road Lease Agreement” means that certain Lease Agreement, dated as of the Closing Date, by and between 23300 Mercantile Road Company and the Company, in the form attached hereto as Exhibit C-2.

“Month-End Financial Statements” is defined in Section 4.5(a).

“Off-the-Shelf Software” means off-the-shelf personal computer software, as such term is commonly understood, that is commercially available under non-discriminatory pricing terms on a retail basis.

“Order” means any judgment, injunction, award, decision, decree, ruling, verdict, writ or order of any nature issued or entered by or with any Governmental Authority.

“Organizational Documents” means the articles of incorporation, articles of organization, certificate of incorporation, limited partnership agreement, limited liability company operating agreement, code of regulations and by-laws (or equivalents thereof) and/or other governing documents of any corporation, limited liability company, partnership, trust, unincorporated association or other entity or organization.

“Permits” is defined in Section 4.10.

“Permitted Liens” means: (a) mechanics’, carriers’, workmen’s, repairmen’s or other like Liens imposed by Law an on a basis consistent with past practice arising or incurred in the ordinary course of business; (b) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and under which the Company is not in default; (c) Liens arising by operation of Law, including Liens arising by virtue of rights of customers, suppliers and subcontractors in the ordinary course of business under general principles of commercial Law; (d) statutory Liens for current Taxes not yet due and payable for which adequate accruals or reserves have been set aside (as of the date of this Agreement and as of the Closing), in accordance with GAAP; (e) Leases set forth in Section 4.11(a) of the Disclosure Letter; (f) easements, covenants, rights-of-way and other similar restrictions or conditions of record or which would be shown by a current accurate survey of any of the Leased Real Property; and (g): (i) zoning, building and other similar restrictions imposed by applicable Laws that are not violated in any material respect by the current use and operation of such Leased Real Property or the operation of the business of the Company; (ii) Liens that have been placed by any developer, landlord or other third party on property over which the Company has easement rights or, on any Leased Real Property, under any lease or subordination or similar agreements relating thereto; and (iii) unrecorded easements, covenants, rights-of-way and other similar restrictions on the Leased Real Property, none of which, individually or in the aggregate, materially impairs the continued use and operation of such Leased Real Property; and (h) Liens securing the Repaid Closing Indebtedness, which Liens will be released upon payment of the Repaid Closing Indebtedness at the Closing.

“Person” means an individual, a corporation, a limited liability company, a partnership, a trust, an unincorporated association, a government or any agency, instrumentality or political subdivision of a government, or any other entity or organization.

“Personal Data” means (i) any data or information that identifies or could reasonably identify, directly or indirectly, a natural person, including, without limitation, any such person’s unique device or browser identifiers, names, ages, addresses, telephone numbers, email addresses, social security numbers, passport numbers, alien registration numbers, medical history,

employment history, and/or account information; and (ii) “personal data”, “personal information”, “protected health information” or “personal financial information”, each as such term is defined under any applicable Privacy Laws.

“Plans” is defined in Section 4.9.

“Post-Closing Tax Period” means any taxable period that begins after the Closing Date; or in the case of a Straddle Period, the portion of the Straddle Period that begins immediately after the Closing Date shall constitute a Post-Closing Tax Period.

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date; in the case of a Straddle Period, the portion of the Straddle Period that ends on and includes the Closing Date shall constitute a Pre-Closing Tax Period.

“Pre-Closing Tax Returns” is defined in Section 9.2.1.

“Pre-Closing Taxes” means (i) any Taxes of the Company for any Pre-Closing Tax Period, (ii) any Taxes of any member of an affiliated, consolidated, combined, or unitary group of which the Company is or was a member on or prior to the Closing Date, including pursuant to Section 1.1502-6 of the Treasury regulations or any analogous or similar Law or regulation, (iii) any Taxes of any Person (other than the Company) imposed on the Company as a transferee or successor, by Contract, or pursuant to any Law, rule, or regulation, which Taxes relate to an event or transaction occurring prior to the Closing, and (iv) any Taxes of the Sellers or Holdco.

“Preliminary Adjustment Statement” is defined in Section 2.4.1.

“Preliminary Post-Closing Adjustment” is defined in Section 2.4.1.

“Proceeding” means any claim, action, cause of action (whether in contract or tort), demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, arbitral, regulatory or otherwise, whether at Law or in equity.

“Privacy and Data Security Requirements” means (i) any Laws regulating data security or the Processing of Personal Data, (ii) obligations under all Contracts to which the Company or any of its Subsidiaries is a party that relate to data security or Personal Data and (iii) all of the Company’s and its Subsidiaries’ internal and publicly posted policies (including if posted on the Company’s or its Subsidiaries’ products, services or websites) regarding data security or the Processing of Personal Data.

“Privacy Laws” means any Law regulating data security or the Processing of Personal Data.

“Process” or “Processing” with regard to Personal Data means the collection, use, storage, maintenance, retention, transmission, access, processing, recording, distribution, transfer, import, export, protection (including security measures), deletion, disposal or disclosure or other activity regarding Personal Data (whether electronically or in any other form or medium).

“Purchase Price” is defined in Section 2.2.

“Related Person” is defined in Section 4.17.

“Release” shall have the meaning assigned it at 42 U.S.C. Section 9601(22) without giving effect to exception clause (A) therein.

“Repaid Closing Indebtedness” is defined in Section 2.3.

“Representation and Warranty Policy” means the representation and warranty insurance policy acquired by Buyer in the form attached hereto as Exhibit B.

“Representatives” of a Person means any officer, director, manager, partner, or employee of such Person or any agent, investment banker, attorney, accountant, consultant or other advisor or representative of such Person.

“Restricted Period” is defined in Section 8.8.1.

“Restricted Territory” is defined in Section 8.8.1

“Reviewed Financial Statements” is defined in Section 4.5(a).

“Sale Engagement” is defined in Section 12.16.1.

“Seller” and “Sellers” are defined in the preamble of this Agreement.

“Seller Ancillary Agreements” is defined in Section 3.1.

“Seller Fundamental Representations” means the representations set forth in Section 3.1 (Authority; Capacity and Representation), Section 3.2 (Ownership of Shares and Interests), Section 3.3 (Execution and Delivery; Enforceability), Section 3.4(a)(iv) (Noncontravention), Section 4.1 (Organization and Good Standing; Authority; Enforceability), Section 4.2 (Capital Shares; Interests), Section 4.4(a)(ii)(A) (Noncontravention), Section 4.17 (Related Party Transactions), and Section 4.20 (Brokerage).

“Seller Indemnified Parties” is defined in Section 10.3.

“Sellers’ Knowledge” or words of similar effect mean the actual knowledge, after reasonable inquiry and investigation, of each of the Sellers.

“Seller Releasee” is defined in Section 8.4.2.

“Seller Releasor” is defined in Section 8.4.1.

“Seller-Released Claims” is defined in Section 8.4.1.

“Sellers’ Account” is defined in Section 2.3.

“Seller’s Respective Shares” is defined in Section 3.2.

“Sellers’ Representative” is defined in the preamble of this Agreement.

“Selling Expenses” means all of the fees and expenses for (a) legal counsel, investment bankers, brokers, accountants and other advisors incurred by or on behalf of the Company in connection with the preparation, negotiation and execution of this Agreement and the consummation or performance of the transactions contemplated hereby, including, without limitation, the aggregate fees and expenses of the Company owed (i) to KeyBanc Capital Markets for investment banking and other advisory services provided to the Company and (ii) to Calfee for legal services provided to the Company; (b) any fees and expenses associated with obtaining on behalf of the Company any necessary or appropriate waivers, consents or approvals of any Governmental Authority or third parties, including, without limitation any fees associated with the same, (c) any fees and expenses associated with obtaining the release and termination of any Liens that are not Permitted Liens, and (d) fifty percent (50%) of the HSR Filing Fees.

“Shares” is defined in Section 4.2(a).

“Software” means, as they exist anywhere in the world, computer software programs, including all source code, object code, specifications, databases, designs and documentation related to such programs.

“Straddle Period” means a taxable period that begins on or before the Closing Date and ends after the Closing Date.

“Subsidiary” and “Subsidiaries” means, as of the relevant date of determination, with respect to any Person, a corporation or other Person of which 50% or more of the voting power of the outstanding voting equity interests or 50% or more of the outstanding economic equity interest is held, directly or indirectly, by such Person.

“Tail Policies” is defined in Section 8.2.6.

“Tanks” means above-ground and underground storage tanks, vessels and related equipment, including appurtenant pipes, lines and fixtures, containing or previously containing any Hazardous Material or fractions thereof, including above-ground and underground storage tank systems regulated under any Environmental Law.

“Tax” or “Taxes” means: any and all federal, state, provincial, local, non-U.S. and other taxes, levies, fees, imposts, duties, and similar governmental charges (including any interest, fines, assessments, penalties or additions to tax imposed in connection therewith or with respect thereto) including, without limitation, (a) taxes imposed on, or measured by income, gross receipts, franchise, or profits, and (b) license, payroll, employment, escheat, withholding, excise, severance, stamp, occupation, premium, windfall profits, customs duties, capital stock, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, ad valorem capital gains, goods and services, branch, utility, production and compensation tax, or other tax, fee, assessment or charge of any kind whatsoever, however denominated or computed, whether disputed or not, and including any charges, interest or penalties imposed thereon.

“Tax Matter” is defined in Section 9.3.

“Tax Return” means any return, declaration, report, claim for refund, election, disclosure, estimate, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof required to be filed with any Taxing Authority with respect to Taxes.

“Taxing Authority” means any domestic or foreign national, state, provincial, multi-state or municipal or other local executive, legislative or judicial government, court, tribunal, official, board, subdivision, agency, commission or authority thereof, or any other governmental body exercising any regulatory or taxing authority thereunder having jurisdiction over the assessment, determination, collection or other imposition of any Tax.

“Third-Party Claim” is defined in Section 10.4(a).

“Trade Secrets” is defined in the definition of “Intellectual Property.”

“Transaction Bonuses” means all transaction bonuses, change-of-control payments, phantom equity payouts, payments under any stock appreciation rights plan, “stay-put” or other compensatory payments (without duplication, plus any associated withholding taxes or any Taxes required to be paid by the Company with respect thereto) payable to any current or former employee, officer, director or consultant that are incurred or accrued by the Company prior to or at the Closing with respect to the transactions contemplated herein, but excluding, for all purposes, any severance payments triggered by actions taken by Buyer or by the Company at Buyer’s direction.

“Transferred Employee” is defined in Section 8.5.1.

“VDR” is defined in Section 8.8.

“Working Capital” means, in each case on a consolidated basis, (a) the sum of the Company’s current assets, excluding (i) Closing Cash and (ii) any income Tax assets (current, deferred or otherwise), minus (b) the sum of the Company’s current Liabilities, excluding (i) Indebtedness, (ii) any current, deferred or other income or franchise Tax Liabilities, (iii) Transaction Bonuses, and (iv) Selling Expenses; in all cases, calculated in accordance with Section 2.4.1 hereof (including, the policies, practices and procedures described in Section 2.4.1 of the Disclosure Letter). A sample calculation of Working Capital as of September 30, 2021 including each specific general ledger account, is set forth on Exhibit A hereto. For the avoidance of doubt, Working Capital will be determined without giving effect to the transactions contemplated hereby.

ARTICLE 12
Construction; Miscellaneous Provisions

12.1 Notices. Any notices, reports, demands, claims and other communications hereunder to be given or delivered pursuant to this Agreement shall be ineffective unless given or delivered in writing, and shall be given or delivered in writing as follows:

(a) If to Buyer, to:

Altra Industrial Motion Corp.

300 Granite Street, Suite 201

Braintree, MA 02184

Attention: Glenn E. Deegan, Esq., Chief Legal and Human Resources Officer

Email: glenn.deegan@altramotion.com

With a copy to (which will not constitute notice) to:

Holland & Knight LLP

515 East Las Olas Boulevard, Suite 1200

Fort Lauderdale, FL 33301

Attention: Tammy Knight, Esq.

Email: tknight@hklaw.com

(b) If to Sellers’ Representative, Holdco or Sellers or to any Seller, to Sellers or such Seller in care of:

Joseph H. Nook, III

32050 Fairmount Blvd.

Pepper Pike, Ohio 44120

E-Mail: j3@fyshusa.com

With a copy to:

Calfee, Halter & Griswold LLP

The Calfee Building

1405 East Sixth Street

Cleveland, Ohio 44114

Attention: Joseph K. Juster

E-Mail: jjuster@calfee.com

or in any case, to such other address for a party as to which notice shall have been given to Buyer and Sellers’ Representative in accordance with this Section 12.1. Notices so addressed shall be deemed to have been duly given (i) on the first (1st) Business Day after the day of registration, if sent by registered or certified mail, postage prepaid, (ii) on the next Business Day following the documented acceptance thereof for next-day delivery by a national overnight air courier service, or (iii) on the date sent by electronic mail transmission, if electronically confirmed. Otherwise, notices shall be deemed to have been given when actually received at such address.

12.2 Entire Agreement. This Agreement, the Disclosure Letter and Exhibits hereto constitute the exclusive statement of the agreement among the Company, Buyer, Holdco, each Seller and Sellers’ Representative concerning the subject matter hereof, and supersede all other prior agreements, oral or written, among or between any of the parties hereto concerning such subject matter. All prior and contemporaneous negotiations among or between any of the parties hereto are superseded by this Agreement, and there are no representations, warranties, promises, understandings or agreements, oral or written, in relation to the subject matter hereof among or

between any of the parties hereto other than those expressly set forth or expressly incorporated herein. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement or any Buyer Ancillary Agreement shall affect the ability of Buyer to make any claim under the Representation and Warranty Policy.

12.3 Modification. No amendment, modification or waiver of this Agreement or any provision hereof, including the provisions of this sentence, shall be effective or enforceable as against a party hereto unless made in a written instrument that specifically references this Agreement and that is signed by the party waiving compliance.

12.4 Jurisdiction and Venue. Each party hereto agrees that any claim relating to this Agreement shall be brought solely in the state or federal court of competent jurisdiction located in New Castle County, Delaware, and all objections to personal jurisdiction and venue in any Proceeding so commenced are hereby expressly waived by all parties hereto. The parties waive personal service of any and all process on each of them and consent that all such service of process shall be made in the manner, to the party and at the address set forth in Section 12.1 of this Agreement, and service so made shall be complete as stated in such section. Sellers expressly acknowledge the notice and service of process to Sellers’ Representative for each of them in accordance with Section 12.1 and this Section 12.4. Notwithstanding the foregoing, any disputes between the parties that are submitted to the Independent Accountants for resolution pursuant to the terms of Section 2.4.3 shall be resolved as set forth in accordance with the terms of such section. Each party hereto hereby acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement or the transactions contemplated by this Agreement. Each party certifies and acknowledges that (a) no Representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (b) such party understands and has considered the implications of this waiver, (c) such party makes this waiver voluntarily and (d) such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 12.4.

12.5 Enforcement.

12.5.1 The parties hereto agree that irreparable damage would occur, and that the parties would not have any adequate remedy at law, in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to specifically enforce the terms and provisions of this Agreement, without proof of actual damages or otherwise, in addition to any other remedy to which any party is entitled at law or in equity. Each party agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy.

12.5.2 Without limiting the foregoing, if the Closing shall not have occurred because of a breach by Buyer of its obligations under this Agreement, and all of the conditions set forth in Article 6 to Buyer’s obligations have either been satisfied or previously waived (or would have been satisfied or are capable of being satisfied but for such breach of Buyer’s obligations under this Agreement), then either Sellers’ Representative or the Company shall have the right to a court order specifically enforcing the provisions of this Agreement and to which such breach applies and, in any event, to specifically force the Closing to occur.

12.6 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of Buyer, the Company, Sellers’ Representative, Holdco, each Seller and their respective successors, assigns, heirs, representatives, executors (as applicable), and trustee of any Seller that is a trust.

12.7 Headings. The article and section headings used in this Agreement are intended solely for convenience of reference, do not themselves form a part of this Agreement, and may not be given effect in the interpretation or construction of this Agreement.

12.8 Number and Gender; Inclusion. Whenever the context requires in this Agreement, the masculine gender includes the feminine or neuter, the neuter gender includes the masculine or feminine, the singular number includes the plural, and the plural number includes the singular. In every place where it is used in this Agreement, the word “including” is intended and shall be construed to mean “including, without limitation.”

12.9 Counterparts. This Agreement and each document delivered pursuant to this Agreement may be executed by the parties in separate counterparts and by facsimile or by electronic mail with scan or attachment signature (including specifically through www.DocuSign.com), each of which when so executed and delivered shall be deemed an original, and all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof or thereof each signed by less than all, but together signed by all of the parties. A facsimile, electronic or other copy of a signature shall be deemed an original for purposes of this Agreement.

12.10 Third Parties. Except as may otherwise be expressly stated herein, no provision of this Agreement is intended or shall be construed to confer on any Person, other than the parties hereto and their respective successors and permitted assigns, any rights hereunder. Buyer Indemnitees and Seller Indemnitees who are not otherwise parties to this Agreement shall be third party beneficiaries of this Agreement.

12.11 Disclosure Letter and Exhibits. The Disclosure Letter and Exhibits, if any, referenced in this Agreement constitute an integral part of this Agreement as if fully rewritten herein. Any information disclosed in one section of the Disclosure Letter shall be deemed to be disclosed in other sections of the Disclosure Letter and applicable to such other representations and warranties to the extent that the disclosure is reasonably apparent from a reading of such disclosure item to be applicable to such other section or subsection of the Disclosure Letter and such other representations and warranties. Any disclosures in the Disclosure Letter that refer to a document are qualified in their entirety by reference to the text of such document, including all amendments, exhibits, schedules and other attachments thereto, provided that such document has

been made available to Buyer. The Disclosure Letter may include items and information that are not “material” relative to the entire business of the Company, taken as a whole, and such inclusion shall not be deemed to be an acknowledgment or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or to further define the meaning of such term for purposes of this Agreement or otherwise. All references in this document to “this Agreement” and the terms “herein,” “hereof,” “hereunder” and the like shall be deemed to include all of such sections of the Disclosure Letter and Exhibits.

12.12 Time Periods. Any action required hereunder to be taken within a certain number of days shall, except as may otherwise be expressly provided herein, be taken within that number of calendar days; provided, that if the last day for taking such action falls on a Saturday, a Sunday, or a legal holiday, the period during which such action may be taken shall automatically be extended to the next Business Day.

12.13 Construction. This Agreement and the other documents contemplated herein shall be deemed to have been drafted by the parties, and neither this Agreement nor any other document contemplated herein shall be construed against any party as the principal draftsperson hereof or thereof.

12.14 Governing Law. This Agreement and the performance of the transaction and obligations of the parties hereunder shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to the choice-of-laws or conflict-of-laws provisions thereof.

12.15 Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the Persons that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwise) or in the case of Fraud, no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate or agent, attorney, advisor or Representative of any such Person or any of its Affiliates shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or Liabilities of any one or more of the Company or Buyer under this Agreement (whether for indemnification or otherwise) of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

12.16 Company Engagements; Privileged Information.

12.16.1 Company Engagements. Calfee, Halter & Griswold LLP (“Calfee”) has acted as counsel for the Company, Holdco, Sellers and Sellers’ Representative (collectively, the “Calfee Clients”) in connection with this Agreement (the “Sale Engagement”) and in that connection Calfee has not acted as counsel for any other Person, including Buyer. Upon the Closing, only the Calfee Clients shall be considered clients of Calfee in the Sale Engagement. All communications between the Calfee Clients and Calfee in the course of or related to the Sale Engagement shall be deemed to be attorney client confidences that belong solely to Sellers’

Representative and not the Company. Accordingly, neither the Company nor Buyer shall have access to any such communications, or to the files of Calfee relating to such communications; provided, however, that nothing in this Section 12.16.1 shall limit or preclude Buyer or the Company from using or relying upon any documents or information which are in the possession or control of the Company on or after the Closing Date. Without limiting the generality of the foregoing, upon and after the Closing, (a) Sellers, Holdco Sellers’ Representative and Calfee shall be the sole holders of the attorney-client privilege with respect to communications which relate exclusively to the Sale Engagement, and neither the Company nor Buyer shall be a holder thereof, (b) to the extent that files of Calfee in respect of the Sale Engagement constitute property of a Calfee Client, only Sellers and Sellers’ Representative shall hold such property rights (except as set forth in the preceding sentence) and (c) Calfee shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company or Buyer by reason of any attorney-client relationship between Calfee and the Company or otherwise. Notwithstanding anything to the contrary in this Section 12.16.1, in the event that a dispute arises following the Closing between Buyer and any of its Affiliates, on the one hand, and any third party who is not a party to this Agreement, on the other hand, Buyer or any of its Affiliates may assert the attorney-client privilege to prevent disclosure of communications or information by Calfee to such third party and the Sellers’ Representative shall afford Buyer and its Affiliates and their accountants, counsel and other Representatives access to all information and documents covered by such privilege to the extent reasonably necessary for Buyer or any of its Affiliates to evaluate or defend any claims by such third party. For the avoidance of doubt, any attorney-client privilege that does not attach as a result of the representation by Calfee of the Company solely in connection with the Sale Engagement shall belong to the Company and may be controlled by the Company and may be waived only by the Company, and not Sellers or Sellers’ Representative, and shall not pass to or be claimed or used by the Sellers’ Representative.

12.16.2 Post-Closing Legal Representation of Sellers and Sellers’ Representative. Without the need for any consent or waiver by the Company or Buyer, Calfee shall be permitted to represent any Seller, Holdco and Sellers’ Representative after the Closing in connection with any matter, including anything related to the transactions contemplated herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Calfee shall be permitted to represent any Seller, Holdco and Sellers’ Representative, any of their agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction or dispute (including litigation, arbitration or other adversary Proceeding) with Buyer, the Company or any of their agents or Affiliates under or relating to this Agreement, any transaction contemplated by this Agreement and any related matter, such as claims for indemnification and disputes involving employment or other agreements entered into in connection with this Agreement.

12.16.3 Cessation of Attorney-Client Relationship with the Company. Upon and after the Closing, the Company shall cease to have any attorney-client relationship with Calfee, unless Calfee is specifically engaged in writing by the Company to represent the Company after Closing and either such engagement involves no conflict of interest with respect to Sellers or Sellers’ Representative, or Sellers’ Representative consents in writing at the time to such engagement. Any such representation of the Company by Calfee after Closing shall not affect the foregoing provisions of Section 12.16. For example, and not by way of limitation, even if Calfee is representing the Company after Closing, Calfee shall be permitted simultaneously to represent

any Seller, Holdco or Sellers’ Representative in any matter, including any disagreement or dispute relating thereto. Furthermore, Calfee shall be permitted to withdraw from the representation of the Company in order to be able to represent or continue so representing any Seller, Holdco and Sellers’ Representative, even if such withdrawal causes the Company or Buyer additional legal expense (such as to bring new counsel “up to speed”), delay or other prejudice. To the extent permitted by applicable Law, each of Sellers, Holdco, Sellers’ Representative, the Company and Buyer consent to each of the arrangements specified in Section 12.16 and waives any actual or potential conflict of interest that may be involved in connection with any representation by Calfee permitted by Section 12.16.

12.17 Joint Drafting. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement or by reason of the extent to which any such provision is inconsistent with any prior draft or provision of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The parties intend that each representation, warranty and covenant contained herein will have independent significance. If any party has breached or violated, or if there is an inaccuracy in, any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter which the party has not breached or violated, or in respect of which there is not an inaccuracy, will not detract from or mitigate the fact that the party has breached or violated, or there is an inaccuracy in, the first representation, warranty or covenant.

[signature pages follow]

IN WITNESS WHEREOF, Buyer, the Company, Sellers and Sellers’ Representative and have executed and delivered this Equity Purchase Agreement, or have caused this Equity Purchase Agreement to be executed and delivered by their duly authorized representatives, as of the date first written above.

BUYER:

Altra Industrial Motion Corp.

By: /s/ Craig Schuele

Name: Craig Schuele

Title: Executive Vice President

COMPANY:

NOOK INDUSTRIES, LLC

By: /s/ Joseph H Nook, III

Name: Joseph H Nook, III

Title: President & CEO

HOLDCO:

Nook Industries Holdings, Inc.

By: /s/ Joseph H Nook, III

Name: Joseph H Nook, III

Title: President & CEO

SELLERS:

/s/ Joseph H Nook, III

Joseph H. Nook, III

/s/ Katherine K. Slingsby

Katherine K. Slingsby

/s/ Molly M. Nook

Molly M. Nook

JOSEPH H. NOOK JR. DECLARATION OF TRUST DATED NOVEMBER 6, 1982, AS AMENDED

/s/ Katherine K. Slingsby

Katherine K. Slingsby, Co-Trustee

/s/ Joseph H. Nook, III

Joseph H. Nook, III, Co-Trustee

JOSEPH H. NOOK JR. IRREVOCABLE TRUST DATED DECEMBER 17, 2012

/s/ Katherine K. Slingsby

Katherine K. Slingsby, Co-Trustee

/s/ Joseph H. Nook, III

Joseph H. Nook, III, Co-Trustee

MARY L. NOOK IRREVOCABLE TRUST DATED DECEMBER 17, 2012 FBO JOSEPH H. NOOK III

/s/ Joseph H. Nook, III

Joseph H. Nook, III, Trustee

MARY L. NOOK IRREVOCABLE TRUST DATED DECEMBER 17, 2012 FBO KATHERINE SLINGSBY

/s/ Katherine K. Slingsby

Katherine Slingsby, Trustee

MARY L. NOOK IRREVOCABLE TRUST DATED DECEMBER 17, 2012 FBO MOLLY M. NOOK

/s/ Molly M. Nook

Molly M. Nook, Trustee

SELLERS’ REPRESENTATIVE:

/s/ Joseph H. Nook, III

Joseph H. Nook, III

Exhibit A

Working Capital Calculation

See attached.

Exhibit B

Form of Representation and Warranty Policy

See attached.

Exhibit C-1

Form of E. 49th Street Lease Agreement

See attached.

Exhibit C-2

Form of Mercantile Road Lease Agreement

See attached.

Exhibit D

Form of Escrow Agreement

See attached.

EX-2.4

Exhibit 2.4

The Purchase and Sale Agreement contains representations and warranties that Altra, on one hand, and Cummins Inc., on the other hand, made to and solely for the benefit of each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Purchase and Sale Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Purchase and Sale Agreement or contained in confidential disclosure schedules. Some of those representations and warranties (i) may not be accurate or complete as of any specified date and are modified, qualified and created in important part by the underlying disclosure schedules, (ii) may be subject to a contractual standard of materiality different from those generally applicable to security holders or (iii) may have been used for the purpose of allocating risk between the parties to the Purchase and Sale Agreement rather than establishing matters as facts. For the foregoing reasons, the representations and warranties should not be relied upon as statements of factual information. Security holders are not third-party beneficiaries under the Purchase and Sale Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of Altra or Cummins Inc. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase and Sale Agreement, which subsequent information may or may not be fully reflected in Altra’s public disclosures, including this report.

PURCHASE AND SALE AGREEMENT

by and between

CUMMINS INC.

and

Altra INDUSTRIAL MOTION CORP.

Dated as of February 8, 2022

TABLE OF CONTENTS
(continued)

Page

TABLE OF CONTENTS

Page

ARTICLE I Definitions; Interpretation		1
SECTION 1.01.	Definitions	1
SECTION 1.02.	Other Defined Terms	17
SECTION 1.03.	Interpretation	20
ARTICLE II Purchase and Sale		21
SECTION 2.01.	Purchase and Sale	21
SECTION 2.02.	Purchase Price	21
SECTION 2.03.	Estimated Closing Statement	22
SECTION 2.04.	Purchase Price Adjustment	22
SECTION 2.05.	Withholding	24
SECTION 2.06.	Escrow Arrangement	25
ARTICLE III Closing; Closing Deliveries		26
SECTION 3.01.	Closing	26
SECTION 3.02.	Effectiveness	26
SECTION 3.03.	Transactions to be Effected at the Closing	26
SECTION 3.04.	Allocation of Purchase Price	27
ARTICLE IV Representations and Warranties of the Seller		28
SECTION 4.01.	Organization; Standing	28

TABLE OF CONTENTS
(continued)

Page

SECTION 4.02.	Authority; Noncontravention	28
SECTION 4.03.	Governmental Approvals	29
SECTION 4.04.	Capitalization; Title to Transferred Interests	30
SECTION 4.05.	Title to Tangible Property	30
SECTION 4.06.	Sufficiency of Assets and Employees	31
SECTION 4.07.	Financial Statements; Undisclosed Liabilities	31
SECTION 4.08.	Absence of Certain Changes	32
SECTION 4.09.	Legal Proceedings	32
SECTION 4.10.	Compliance with Laws; Permits	32
SECTION 4.11.	Tax Matters	34
SECTION 4.12.	Employee Benefits	36
SECTION 4.13.	Employment Matters	37
SECTION 4.14.	Environmental Matters	38
SECTION 4.15.	Intellectual Property	39
SECTION 4.16.	Real Property	43
SECTION 4.17.	Contracts	44
SECTION 4.18.	Insurance	46
SECTION 4.19.	Customers and Vendors	46
SECTION 4.20.	Brokers and Other Advisors	47

TABLE OF CONTENTS
(continued)

Page

SECTION 4.21.	Affiliate Agreements	47
SECTION 4.22.	Warranties; Product Defects	47
SECTION 4.23.	Inventories	47
SECTION 4.24.	No Other Representations or Warranties	47
ARTICLE V Representations and Warranties of the Purchaser		48
SECTION 5.01.	Organization; Standing	48
SECTION 5.02.	Authority; Noncontravention	48
SECTION 5.03.	Governmental Approvals	49
SECTION 5.04.	Available Funds	49
SECTION 5.05.	Investment Representation	50
SECTION 5.06.	Brokers and Other Advisors	50
SECTION 5.07.	Legal Proceedings	50
SECTION 5.08.	No Other Representations or Warranties	50
SECTION 5.09.	Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans	51
ARTICLE VI Covenants Relating to Conduct of Business		51
SECTION 6.01.	Conduct of Business Before the Closing	51
ARTICLE VII Additional Covenants of the Parties		54
SECTION 7.01.	Efforts	54
SECTION 7.02.	Public Announcements	57
SECTION 7.03.	Access to Information; Confidentiality	58

TABLE OF CONTENTS
(continued)

Page

SECTION 7.04.	Insurance	58
SECTION 7.05.	Employee Matters	59
SECTION 7.06.	Post-Closing Access	66
SECTION 7.07.	Fees and Expenses	67
SECTION 7.08.	Intercompany Accounts; Affiliate Agreements	68
SECTION 7.09.	Tax Matters	68
SECTION 7.10.	Replacement of Seller Guarantees	73
SECTION 7.11.	Payments from Third Parties	73
SECTION 7.12.	Further Assurances	73
SECTION 7.13.	R&W Insurance	73
SECTION 7.14.	No Solicitation; No Hire; Non-Compete	74
SECTION 7.15.	Exclusivity	75
SECTION 7.16.	Update of Business Employee List and Business Service Provider	76
SECTION 7.17.	Connecticut Transfer Act Compliance	76
SECTION 7.18.	Transferred Czech Assets	77
SECTION 7.19.	Required Action	78
SECTION 7.20.	USMCA Compliance	78
SECTION 7.21.	Specified Contract	78

TABLE OF CONTENTS
(continued)

Page

ARTICLE VIII Conditions to Closing		79
SECTION 8.01.	Conditions to Each Party’s Obligations to Effect the Closing	79
SECTION 8.02.	Additional Conditions to Obligations of the Purchaser	79
SECTION 8.03.	Conditions to Obligations of the Seller	80
SECTION 8.04.	Frustration of Closing Conditions	80
ARTICLE IX Termination		81
SECTION 9.01.	Termination	81
SECTION 9.02.	Effect of Termination	82
ARTICLE X Indemnification		84
SECTION 10.01.	Survival	84
SECTION 10.02.	Notice of Claims	87
SECTION 10.03.	Third Person Claims	88
SECTION 10.04.	Coordination with Tax Contests	90
SECTION 10.05.	Adjustment to Purchase Price	90
SECTION 10.06.	Exclusive Remedies	90
SECTION 10.07.	Additional Indemnification Provisions	90
ARTICLE XI Miscellaneous		92
SECTION 11.01.	Notices	92
SECTION 11.02.	Amendment	93
SECTION 11.03.	Extension; Waiver	93

TABLE OF CONTENTS
(continued)

Page

SECTION 11.04.	Severability	93
SECTION 11.05.	Counterparts	93
SECTION 11.06.	Entire Agreement; Third-Party Beneficiaries	94
SECTION 11.07.	Governing Law	94
SECTION 11.08.	Assignment	94
SECTION 11.09.	Enforcement; Jurisdiction; Consent to Service of Process; Waiver of Jury Trial	94
SECTION 11.10.	No Recourse Against Nonparty Affiliates; Release	95
SECTION 11.11.	Legal Representation	97

Exhibits

EXHIBIT A Form of Transition Services Agreement A-1

EXHIBIT B Form of Local Transfer Agreement B-1

This PURCHASE AND SALE AGREEMENT, dated as of February 8, 2022 (this “Agreement”), is made by and between Cummins Inc., an Indiana corporation (the “Purchaser”), and Altra Industrial Motion Corp., a Delaware corporation (the “Seller”). Certain terms used in this Agreement are defined in Section 1.01.

WHEREAS, the Seller conducts the Business indirectly through certain of its Subsidiaries;

WHEREAS, the Seller indirectly through the Selling Entities owns the Transferred Interests; and

WHEREAS, upon the terms and subject to the conditions set forth in this Agreement, the Seller desires to cause the Selling Entities to sell, transfer, assign and deliver to the Purchaser, and the Purchaser (directly in the case of the Transferred Interests of the Transferred U.S. Entity and through Cummins Ltd., a company organized under the laws of England and Wales, in the case of the Transferred Interests of the Transferred Chinese Entity) desires to purchase, acquire, assume and accept from the Seller (in each case, through the Selling Entities) all of the Selling Entities’ respective right, title and interest in and to all of the Transferred Interests.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the Purchaser and the Seller hereby agree as follows:

ARTICLE I
Definitions; Interpretation

SECTION 1.01. Definitions.

“Accounting Principles” means the accounting principles and methods set forth on Section 1.01(a) of the Disclosure Letter.

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by Contract or otherwise.

“Ancillary Agreements” means the Transition Services Agreement, the Local Transfer Agreement, the Escrow Agreement and the Right of Last Refusal Agreement.

“Antitrust Laws” means the Sherman Act, the Clayton Act, the HSR Act, the Federal Trade Commission Act, all applicable foreign antitrust Laws and all other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

“AS Motion” means AS Motion LLC, a Delaware limited liability company.

“Asiapac” means AS Motion Asiapac Holding Ltd., a Hong Kong limited company.

“Assumed Benefit Plan” means (a) each Business Benefit Plan and (b) each other Benefit Plan, or portion thereof, any assets or Liabilities of which (i) the Purchaser has expressly agreed to assume pursuant to this Agreement or (ii) Purchaser or any of its Subsidiaries is required to assume under applicable Law or Collective Bargaining Agreement (including where transfer is required in order to effect a mandatory transfer of employment, as applicable).

“Automatic Transfer Employees” means the Business Employees to whom the Transfer Regulations apply.

“Benefit Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA, whether or not subject to ERISA), “employee welfare benefit plan” (as defined in Section 3(1) of ERISA, whether or not subject to ERISA) or retirement, pension, profit sharing, deferred compensation, bonus or incentive compensation, stock or stock-based compensation, employment, change in control, retention, vacation, severance, disability, death benefit, hospitalization, medical or other plan, agreement, arrangement or understanding, in each case, that is sponsored, contributed to or maintained by any member of the Seller Group and in which any Business Employee or Former Employee participates or participated and excluding any plan, program, agreement or arrangement maintained by a Governmental Authority.

“Bloomfield Property” means the Owned Real Property located at 22 East Dudley Town Road, Bloomfield, Connecticut.

“Business” means the business, operations and activities currently conducted by the Seller Group through what is, as of the date of this Agreement, known as the Jacobs Vehicle Systems reporting unit of the Seller, including with respect to the following products: compression braking systems, including the “Jake Brake” engine braking system, high power density engine breaking systems and cylinder deactivation systems. For the avoidance of doubt, the “Business” shall not include any business, operations or activities of the Seller or any of its Affiliates (other than the Transferred Entities) not specified in the first sentence of this definition.

“Business Benefit Plan” means any Benefit Plan sponsored by a Transferred Entity.

“business day” means a day except a Saturday, a Sunday or other day on which the SEC or banks in the City of New York or the State of Delaware are authorized or required by Law to be closed.

“Business Employee” means (a) each employee of any Transferred Entity and (b) each employee of any other member of the Seller Group (excluding the JVS Czech Entity) who, as of the Closing Date, is employed primarily in connection with the Business and is set forth on Section 1.01(b) of the Disclosure Letter, including in all cases, each such employee who, as of the Closing Date, is on leave of absence (including medical leave, personal leave, military leave, workers compensation leave, short-term disability and long-term disability) or paid or unpaid time off; provided, that any individual set forth in Section 1.01(c) of the Disclosure Letter shall not be a “Business Employee”.

“Business Service Provider” means each worker, independent contractor, or consultant who, as of the Closing Date, is providing services primarily in connection with the Business.

“Cash” means all cash, cash equivalents, security deposits and marketable securities, net of uncleared checks outstanding and in process wire transfers, of a Person.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act, P.L 116-136.

“Celtics” means Fortive Corporation.

“Celtics SDA” means the Separation and Distribution Agreement, dated as of March 7, 2018, by and among Celtics, Stevens and the Seller.

“Celtics TMA” means the Tax Matters Agreement, dated as of October 1, 2018, by and among Celtics, Stevens and the Seller.

“Closing Cash” means, in each case determined as of 12:01 a.m., New York City time, on the Closing Date in accordance with the Accounting Principles, the aggregate of all Cash of the Transferred Entities, in each case of such items not denominated in U.S. dollars, measured using the Closing Date Exchange Rates for the applicable jurisdiction.

“Closing Date Exchange Rates” means the foreign exchange rates published by Bloomberg as the Composite 5:00 p.m. New York closing rates (CMPN) on the fifth (5th) business day prior to the Closing Date (or, if such rate is not published on such date, the first date prior thereto on which Bloomberg published the CMPN rate), except as otherwise required by Law (in which case, the exchange rate shall be determined in accordance with such Law).

“Closing Transaction Expenses” means, without duplication, to the extent remaining unpaid as of immediately prior to the Closing, (A) all fees, costs, Liabilities and other expenses of any investment bankers, financial advisors, attorneys, accountants and other consultants or advisors of Seller Group that are to be paid or reimbursed by any Transferred Entity in connection with this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, (B) any severance, change in control, transaction, retention or similar bonuses made by the Transferred Entities to any employee, director, officer or contractor of the Transferred Entities solely as a result of the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby but excluding, for the avoidance of doubt, any payment subject to a “double-trigger” requirement or otherwise contingent upon the occurrence of a subsequent event, (C) the deal completion bonuses under the Sales Incentive Agreements set forth on Section 1.01(d) of the Disclosure Letter and (D) the employer portion of any payroll Taxes payable in connection with the foregoing clauses (B) and (C).

“Closing Indebtedness” means in each case determined as of 12:01 a.m., New York City time, on the Closing Date in accordance with the Accounting Principles, the aggregate amount of Indebtedness of the Transferred Entities.

“Closing Working Capital” means (a) Current Assets minus(b) Current Liabilities, in each case determined as of 12:01 a.m., New York City time, on the Closing Date in accordance with the methodology set forth in Section 1.01(e) of the Disclosure Letter and the Accounting Principles.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collective Bargaining Agreement” means each collective bargaining, works council or other labor union Contract or labor arrangement covering any Business Employee, excluding any national, industry or similar generally applicable Contract or arrangement.

“Company Data” means all confidential data, information, and data compilations, including Personal Data, contained in the IT Systems or any databases of the Transferred Entities that are used by the Business.

“Company Privacy Policies” means any (a) internal or external past or present data protection, data usage, privacy and security policies of the Transferred Entities, (b) public statements, representations, obligations, promises, commitments relating to privacy, security, or the Processing of Personal Data, and (c) policies and obligations applicable to the Transferred Entities as a result of any certification relating to privacy, security, or the Processing of Personal Data.

“Company Product” means each of the products and services that have been or are currently being developed, marketed, distributed, licensed, sold, offered, or provided by a Transferred Entity or the Business.

“Company Service Provider” means any current or former employee, worker, independent contractor, consultant, advisor, officer or director of any Transferred Entity, who is or has provided services to such Transferred Entity.

“Company Software” means Computer Software that is Transferred Intellectual Property.

“Computer Software” means computer software (including web site software, HTML code, and firmware and other software embedded in hardware devices), source and object code, APIs, tools, and user interface software.

“Consent” means any consent, approval or authorization of, notice to or designation, registration, declaration or filing with, any third party, including Permits.

“Contract” means any legally binding written contract, agreement, lease, license, purchase or task order, statement of work, subcontract, arrangement, instrument, note, bond, mortgage, indenture, deed of trust, warranty, undertaking or commitment.

“Controlled Group Liability” means any and all Liabilities (a) under any multiemployer plan (as defined in Section 3(37) of ERISA (a “Multiemployer Plan”)) (including any liability on account of a “partial withdrawal”, a “complete withdrawal” or “mass withdrawal”, in each case within the meaning of Title IV of ERISA), (b) under Title IV of ERISA, (c) under

Section 302 of ERISA or Sections 412 and 4971 of the Code, (d) as a result of the failure to comply with the continuation of coverage requirements of ERISA Section 601 et seq., and Section 4980B of the Code and (e) under corresponding or similar provisions of any foreign Law related to defined benefit pension plan funding requirements or post-termination medical insurance plan coverage.

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemic or disease outbreaks.

“COVID-19 Measures” means any quarantine, “shelter in place”, “stay at home”, workforce reduction, social distancing, shut down, closure, sequester, safety or similar Laws, directives, guidelines or recommendations promulgated by any Governmental Authority, including the Centers for Disease Control and Prevention and the World Health Organization, or related guidelines or recommendations of any customers or suppliers of the Seller Group or practices otherwise reasonably adopted by participants in the Seller Group’s industries, in each case, in connection with or in response to COVID-19, including the Coronavirus Aid, Relief and Economic Security Act and the Families First Act.

“Current Assets” means, as of a given time, the current assets of the Business that are included in the line item categories of current assets specifically listed on the sample calculations set forth in Section 1.01(e) of the Disclosure Letter, in each case as of such time and excluding all income Tax assets, deferred Tax assets and Tax assets that are in respect of Taxes of a Seller Consolidated Group, calculated in accordance with the Accounting Principles. For the avoidance of doubt, Current Assets shall not include any Cash.

“Current Liabilities” means, as of a given time, the current Liabilities of the Business that are included in the line item categories of current liabilities specifically listed on the sample calculations set forth in Section 1.01(e) of the Disclosure Letter, in each case as of such time and excluding all income Tax Liabilities, deferred Tax Liabilities and Tax Liabilities that are in respect of Taxes of a Seller Consolidated Group, calculated in accordance with the Accounting Principles. For the avoidance of doubt, Current Liabilities shall not include any Indebtedness.

“Data Processor” means a natural or legal Person, public authority, agency or other body that Processes Personal Data on behalf of or at the direction of the Transferred Entities.

“Due Date” means, with respect to any Tax Return, the date such Tax Return is due (taking into account any applicable extensions).

“Environmental Laws” means all Laws relating to pollution or the protection of the environment or natural resources or, to the extent related to exposure to hazardous or toxic substances or wastes, occupational health and safety or relating to the use, generation, manufacture, processing, treatment, storage, transportation, remediation, cleanup, handling, disposal or Release of, or exposure to, hazardous or toxic materials.

“Environmental Permit” means any Permit required under any applicable Environmental Law to conduct the Business.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Escrow Agent” means an escrow agent mutually agreed upon by the Purchaser and the Seller in writing in accordance with Section 2.06.

“Escrow Agent Fees” means the fee payable to the Escrow Agent on the Closing Date pursuant to the Escrow Agreement

“Estimated Adjustment Amount” means the amount (which may be positive or negative) equal to (a) Estimated Cash, plus (b)(i) Estimated Working Capital minus, (ii) Target Working Capital, minus (c) Estimated Indebtedness, minus (d) Estimated Transaction Expenses.

“Final Adjustment Amount” means the amount (which may be positive or negative) equal to (a) Closing Cash, plus (b)(i) Closing Working Capital minus, (ii) Target Working Capital, minus (c) Closing Indebtedness, minus (d) Closing Transaction Expenses.

“Final Determination” means a final determination within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or non-U.S. Law).

“Final Purchase Price” means (a) the Purchase Price plus, (b) the Final Adjustment Amount (which Final Adjustment Amount may be positive or negative).

“Financial Statements” means the unaudited statement of financial position of the Business as of December 31, 2021 (the “Balance Sheet”) and the related unaudited statement of earnings for the fiscal year then ended.

“Former Employees” means any employee of any Transferred Entity whose employment therewith terminated prior to the date hereof or terminates prior to the Closing Date (excluding in all cases any such person who was on medical leave, personal leave, military leave, workers compensation leave, short-term disability and long-term disability).

“Fraud” means, with respect to any Person, the making of a statement of fact in the representations and warranties set forth in Article IV, Article V, the certificates delivered pursuant to Section 8.02 or the certificates delivered pursuant to Section 8.03 with the intent to deceive another Person and requires (a) a false statement of material fact; (b) with knowledge that such statement is false; (c) with an intention to induce the Person to whom such statement is made to act or refrain from acting in reliance upon it; (d) with an intention of causing such Person, in justifiable reliance upon such false statement, to take or refrain from taking action; and (e) such Person suffering damage by reason of such reliance. For the avoidance of doubt, the term “Fraud” does not include any torts (including a claim for fraud) based on negligence or recklessness.

“GAAP” means generally accepted accounting principles in the United States consistently applied.

“Governmental Authority” means any government, court, regulatory or administrative agency, commission or authority or other legislative, executive or judicial governmental entity (in each case including (i) any self-regulatory organization and (ii) any commission, board, bureau, department, agency or political subdivision thereof) or any other body exercising judicial, regulatory, administrative, taxing or other governmental authority, in each case, whether federal, state or local, domestic, foreign, territorial or multinational, including any

arbitral body or tribunal. For the avoidance of doubt, (a) no state-owned enterprise or commercial entity which is owned in part by any government, court, regulatory or administrative agency, commission or authority or other legislative, executive or judicial governmental entity shall be a Governmental Authority, provided that the underlying Governmental Authority which owns an interest in such enterprise or commercial entity shall be a Governmental Authority and (b) no public university shall be a Governmental Authority.

“Hazardous Material” means any material, substance or waste that is listed, classified, defined or otherwise regulated in relevant form, quantity or concentration as hazardous or toxic (or words of similar import) or for which liability is imposed pursuant to any Environmental Law, including any petroleum or petroleum products, per- and polyfluoroalkyl substances, polychlorinated biphenyls or asbestos.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder.

“Indebtedness” means, without duplication, with respect to any Person, (a) all indebtedness of such Person, whether or not contingent, for borrowed money, (b) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (c) all reimbursement obligations of such Person under letters of credit, bank guarantees or similar facilities, but only to the extent drawn upon, (d) all obligations in respect of interest rate or currency obligation swaps, caps, floors, hedges or similar arrangements, (e) all obligations issued or assumed as the deferred purchase price of property (other than accounts payable), all conditional sale obligations, all obligations under any title retention agreement or “earn-out” or other similar performance-based contingent payment obligations and all customer deposits to be set off against future customer payment obligations, (f) obligations in respect of bank overdrafts (to the extent not reflected in the calculation of Cash), (g) all obligations under leases required to be capitalized in accordance with the Accounting Principles, (h) any payroll Taxes of the Transferred Entities that have been deferred past their original due date pursuant to Section 2302 of the CARES Act and remain unpaid as of the Closing, (i) solely to the extent such liabilities are not included in Closing Transaction Expenses, any obligations and liabilities of the Transferred Entities in respect of accrued but unpaid bonuses, commissions or other incentive payments, in each case, as of the Closing Date (including the Closed Performance Period Bonus Amounts), (j) any unfunded or underfunded amount relating to pension or pension-like liabilities or obligations and any unfunded or underfunded amount relating to post-retirement benefits, liabilities or obligations, in any case, relating to employees of a Transferred Entity, (k) any amounts relating to unvested employer contributions under the Business DC Plans attributable to employees of the Transferred Entities, (l) any rebate Liability of the Transferred Entities owed to Weichai Power Co., Ltd or its Affiliates relating to periods prior to January 1, 2021, (m) any current accrual for income Taxes, provided that such Taxes shall exclude (i) any deferred Tax Liabilities or deferred Tax assets and (ii) any Tax Liabilities or Tax assets that are in respect of Taxes of a Seller Consolidated Group, (n) all Indebtedness of others referred to in clauses (a) through (m) above guaranteed, directly or indirectly, in any manner by such Person and (n) all accrued and unpaid interest, premium, breakage cost, penalties, make-whole payments, fees and other charges related to any of the foregoing.

“Indemnified Taxes”means, without duplication, any liability in respect of any Taxes (a) of the Transferred Entities and the Transferred Czech Assets for any Pre-Closing Tax Period, (b) of any Person other than a Transferred Entity imposed on the Transferred Entities (or any predecessor thereof) by reason of having been a member of an affiliated, combined, consolidated or unitary group with another Person on or prior to the Closing Date by reason of U.S. Treasury Regulations Section 1.1502-6(a) (or any analogous or similar provision of Law), or (c) of or imposed on any Person other than a Transferred Entity for which the Transferred Entities are or have been liable as a transferee or successor, by contract or assumption, operation of Law (other than pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar provision of Law) or otherwise, to the extent such Taxes relate to an event or transaction occurring on or before the Closing Date; provided, that no such Tax will constitute an Indemnified Tax to the extent such Tax was taken into account in computing Closing Working Capital or Closing Indebtedness. For the avoidance of doubt, any Transfer Taxes required to be borne by the Purchaser pursuant to Section 7.09(a) shall not constitute Indemnified Taxes.

“Independent Expert” means a nationally recognized independent accounting firm reasonably agreed upon by the Purchaser and the Seller in writing.

“Information Security and Privacy Laws” means (a) all applicable Laws concerning the privacy, data protection or security of Personal Data, including, to the extent applicable, the EU General Data Protection Regulation, federal, local and state data security and data privacy laws; and (b) each rule, code of conduct, or other requirement of self-regulatory bodies to which Seller has expressly committed to adhere.

“Information Security Program” means a written information security program that complies with Information Security and Privacy Laws, that when appropriately implemented and maintained would constitute reasonable security procedures and practices appropriate to the nature of Personal Data, and that is at least as stringent as one or more relevant industry standards and that includes: (i) written policies and procedures regarding Personal Data, and the Processing thereof; (ii) administrative, technical and physical safeguards to protect the security, confidentiality, and integrity of any Personal Data owned, controlled, maintained, held, or Processed by the Transferred Entities or Data Processors; (iii) disaster recovery, business continuity, incident response, and security plans, procedures and facilities; and (iv) protections against Security Incidents, Malicious Code, and against loss, misuse or unauthorized access to and Processing of Company Data, IT Systems and the systems of any Data Processor.

“Intellectual Property” means all intellectual property and intellectual property rights in any jurisdiction throughout the world including the following: (a) patents and patent applications, together with all reissuances, divisions, renewals, revisions, extensions (including any supplementary protection certificates), reexaminations, provisionals, continuations and continuations-in-part with respect thereto, utility model registrations and including all foreign equivalents, (b) trademarks, service marks, trade dress, logos, internet domain names, all applications, registrations and renewals therefor, together with the goodwill associated with any of the foregoing, (c) rights associated with works of authorship including copyrights and applications and registrations and renewals therefor, (d) trade secrets and confidential proprietary information and know-how, (e) domain names and uniform resource locators, (f) rights in or

relating to registrations, renewals, extensions, combinations, divisions and reissues of, and applications for, any of the foregoing, and (g) Computer Software.

“IRS” means the U.S. Internal Revenue Service.

“Inventory” shall mean all inventory related to the Business, wherever located, including all finished goods whether held at any location or facility of the Seller Group or in transit to a member of the Seller Group.

“IT Systems” mean the information technology systems, computers, middleware, servers, workstations, routers, hubs, switches, data communications lines, and all other information technology equipment owned or leased by, licensed to, or used by a Transferred Entity.

“JVS Czech Entity” means Jacobs Vehicle System Europe s.r.o., a Czech společnost s ručením omezeným.

“Knowledge” means (a) with respect to the Purchaser, the actual knowledge, after reasonable inquiry of such Person’s direct reports, of the individuals listed on Section 1.01(f) of the Disclosure Letter under the caption “Knowledge of the Purchaser” and (b) with respect to the Seller, the actual knowledge, after reasonable inquiry of such Person’s direct reports, of the individuals listed on Section 1.01(f) of the Disclosure Letter under the caption “Knowledge of the Seller”.

“Kollmorgen” means Kollmorgen s.r.o., a Czech společnost s ručením omezeným.

“Liabilities” means any debts, liabilities, obligations, commitments, claims, non-compliancesor complaints of any nature, whether accrued or unaccrued, known or unknown, fixed or contingent, determined or determinable, conditional, or otherwise.

“Lien” means any pledge, lien, charge, encumbrance, security interest, deed of trust, deed to secure debt, license, hypothecation, declaration, right-of-way, easement, lease, encroachment, title defect, option, mortgage, levy, right of first refusal or first offer or other similar encumbrance or restriction (other than restrictions under applicable Law) in favor of any third party that adversely affects the right, title or interest in or to any particular property or asset (including any restriction not arising under applicable Law on the voting of any security or restriction on the transfer, use or ownership of any security or other asset) of any kind or nature.

“Loss” means any loss, Liability, Tax, claim, damage, penalty, fine, cost or expense (including amounts paid in settlement or compromise), including reasonable legal and consultant fees and expenses, excluding any punitive or exemplary (other than punitive or exemplary awarded or assessed in connection with a third party claim); provided that Loss shall not include any Tax that is not an Indemnified Tax.

“Man Contract” means that certain Nomination Agreement between MAN Truck & Bus SE and Jacobs Vehicle Systems Europe, s.r.o., dated June 10, 2019.

“Material Adverse Effect” means any effect, change, circumstance, event or occurrence that has a material adverse effect on the results of operations, business or financial

condition of the Business and the Transferred Entities, taken as a whole; provided, however, that none of the following (either alone or in combination), and no effect, change, circumstance, event or occurrence arising out of, or resulting from, the following, shall constitute or be taken into account in determining whether a Material Adverse Effect has occurred, is continuing or would reasonably be expected to occur: any effect, change, circumstance, event or occurrence (a) generally affecting (i) the industry in which the Business operates or (ii) the economy, credit or financial or capital markets, in the United States or elsewhere in the world, including changes or prospective changes in interest or exchange rates, commodity prices, monetary policy or inflation or in government spending and budgets (including any government shutdown), or (b) arising out of, resulting from or attributable to (i) changes or prospective changes in Law or in GAAP or in accounting standards, (ii) the announcement of this Agreement or pendency of the Transactions to the extent the result of the identity of the Purchaser, including the adverse impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, employees or regulators, (iii) acts of war (whether or not declared), military activity, sabotage, cyber-intrusion, civil disobedience or domestic or international terrorism, or any escalation or worsening or de-escalation or improvement thereof, (iv) volcanoes, tsunamis, pandemics (including COVID-19), epidemics, disease outbreaks or other public health conditions (or COVID-19 Measures or other restrictions that relate to, or arise out of, a pandemic, epidemic or disease outbreak), earthquakes, floods, hurricanes, wildfires, blackouts, tornados or other natural disasters, weather-related events or other force majeure events or any escalation or worsening or de-escalation or improvement thereof, (v) any action taken by the Seller that is required by this Agreement or any other Transaction Document or with Purchaser’s written consent or at Purchaser’s written request, or the failure to take any action by the Seller if that action is not permitted by this Agreement or any other Transaction Document (other than any action taken, or failed to be taken, pursuant to Section 6.01(a)), or (vi) any failure by the Business or the Transferred Entities to meet any internal or published projections, forecasts, guidance, estimates, milestones, budgets or internal or published financial or operating predictions of revenue, earnings, cash flow or cash position (it being understood that the exceptions in this clause (vi) shall not prevent or otherwise affect a determination that the underlying cause of any such change or failure referred to therein (if not otherwise falling within any of the exceptions provided by clause (a) and clauses (b)(i) through (v) hereof) is a Material Adverse Effect); provided, further that any effect, change, circumstance, event or occurrence referred to in clause (a) or clauses (b)(iii) or (iv) may be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect to the extent such effect, change, circumstance, event or occurrence has a disproportionate adverse effect on the Business and the Transferred Entities, taken as a whole, as compared to other participants in the industry in which the Business operates (in which case only such incremental disproportionate impact or impacts may be taken into account in determining whether there has been or would reasonably be expected to be a Material Adverse Effect).

“Non-U.S. Transferred Employee” means any Transferred Employee who is not a U.S. Transferred Employee.

“Offer Employee” means any Business Employee, other than an Automatic Transfer Employee, not employed by a Transferred Entity.

“Open Source Code” means any software code, or data library that is licensed (i) as freeware, shareware, open source software or similar licensing models or (ii) under a license

identified as an open source license by the Open Source Initiative (www.opensource.org). For the avoidance of doubt, Open Source Code includes software licensed or distributed under any of the following licenses or distribution models terms: (i) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL); (ii) the Artistic License (e.g., PERL); (iii) the Mozilla Public License; (iv) the BSD License; and (v) the Apache License.

“Permitted Lien” means (a) Liens for Taxes by Governmental Authorities not yet due and payable, or the amount or validity of which is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established on the Balance Sheet, (b) mechanics’, materialmen’s, carriers’, workmen’s, warehouseman’s, repairmen’s, landlords’ and similar Liens granted or which arise in the ordinary course of business, (c) Liens arising under purchase price conditional sales contracts or equipment leases with third parties entered into in the ordinary course of business, (d) terms, conditions and restrictions under leases, subleases, licenses or occupancy agreements, including statutory Liens of landlords, affecting any Leased Real Property, none of which materially interferes with the present use of such Leased Real Property or is violated in any material respect by the present use of such Leased Real Property or the Business conducted thereon, (e) easements, covenants, rights-of-way and other similar restrictions, none of which materially interferes with the present use of the related Real Property or the Business conducted thereon, (f) requirements of zoning, building, land use and other similar Laws, (g) Liens that have been placed by any developer, landlord or other third party on Leased Real Property or property over which the Seller Group or any of its Affiliates have easement rights and subordination or similar agreements relating thereto, (h) nonexclusive licenses of Intellectual Property granted in the ordinary course of business, (i) Liens created by or for the benefit of the Purchaser or any of its Affiliates and (j) any matters shown by a current, accurate survey or physical inspection of the Real Property, none of which materially interfere with the present use of the related Real Property or the Business conducted thereon.

“Person” means an individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization or any other entity, including a Governmental Authority.

“Personal Data” means information relating to or reasonably capable of being associated with an identified or identifiable person, device, or household, including, but not limited to: (a) a natural person’s name, street address or specific geolocation information (b) “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by Information Security and Privacy Laws.

“Post-Closing Tax Period” means any taxable period (or portion of any Straddle Period) beginning after the Closing Date.

“PRC” means the People’s Republic of China.

“Pre-Closing Tax Period” means any taxable period (or portion of any Straddle Period) ending on or before the Closing Date.

“Processing,” “Process,” or “Processed” means any collection, access, acquisition, storage, protection, use, recording, maintenance, operation, dissemination, re-use, disposal,

disclosure, re-disclosure, deletion, destruction, sale, transfer, modification, or any other processing (as defined by Information Security and Privacy Laws) of Company Data or IT Systems.

“Products” means all products that have been or currently are marketed, distributed, licensed, sold, offered, or provided by or for any Transferred Entity or the Business.

“Purchaser Fundamental Representations” means Section 5.01(a) (Organization), Section 5.02 (Authority), Section 5.04 (Available Funds) and Section 5.06 (Brokers and Other Advisors).

“Purchaser Related Parties” means (i) the Purchaser (including, after the Closing, the Transferred Entities) and its (and their) Affiliates, (ii) its and their respective former, current or future general or limited partners, shareholders, equity holders, members, managers, directors, officers, employees, agents or Affiliates or any former, current or future general or limited partners, shareholders, equity holders, members, managers, directors, officers, employees, agents or Affiliates of any of the foregoing and (iii) the respective successors and assigns of each of the foregoing.

“Records” means all books and records, including all Tax records, Tax Returns and Tax related work papers, books of account, stock records and ledgers, financial, accounting and personnel records, invoices, customers’ and suppliers’ lists, other distribution lists, sales and purchase records and operating, production and other manuals, in any form or medium.

“Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, discharge, dispersal, leaching or migration on, into or through the environment (including ambient air, surface water, groundwater, sediments, land surface or subsurface strata).

“Representatives” means, with respect to any Person, its officers, directors, employees, consultants, agents, financial advisors, investment bankers, attorneys, accountants, other advisors and other representatives.

“Required Action” has the meaning set forth on Section 7.19 of the Disclosure Letter.

“Retained Businesses” means all businesses, operations and activities directly or indirectly conducted by the Seller or any of its Affiliates other than the Business.

“Retention Amount Remainder” means, as of any date of measurement, the applicable amount set forth in Item 5 of the Declarations of the R&W Insurance Policy less the amounts of Losses for which the Insurer (as defined in the R&W Insurance Policy) would be liable under the R&W Insurance Policy but for any Losses retained by Insured (as defined in the R&W Insurance Policy) pursuant to Section 4 of the R&W Insurance Policy; provided, that the Retention Amount Remainder shall not be less than $0.

“Right of Last Refusal Agreement” means that certain Right of Last Refusal Agreement, dated as of the date hereof, by and between the Purchaser and the Seller.

“Sanctioned Country” means any country against which the United States maintains comprehensive economic sanctions or an embargo, which at the time of signing consist of Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine.

“Sanctioned Person” means a Person that is (a) listed on a prohibited or restricted party list published by the United States government, including the Office of Foreign Assets Control of the U.S. Department of the Treasury’s “Specially Designated Nationals and Blocked Persons List” or “Consolidated Sanctions List,” or any such list maintained by the United Nations Security Council, the United Kingdom or the European Union and its Member States, or other applicable local authority, (b) the government, including any political subdivision, agency, or instrumentality thereof, of a Sanctioned Country or Venezuela, (c) an ordinary resident of, or entity registered in or established under the jurisdiction of, a Sanctioned Country or (d) majority-owned or controlled by any of the foregoing.

“Sanctions” means those trade, economic, and financial sanctions laws, regulations, embargoes, and restrictive measures administered, enacted, or enforced from time to time by the United States (including the Department of the Treasury, Office of Foreign Assets Control), the United Kingdom, the European Union (and its Member States), or any other similar Governmental Authority with regulatory authority over the Transferred Entities.

“Section 338 Taxes” means any Taxes that would not have been imposed but for the Section 338(h)(10) Election or any elections under state, local or other Tax law that are required to be made or deemed to have been made as a result of any Section 338(h)(10) Election, provided that such Taxes exclude any Taxes arising as a consequence of any reduction in the basis of any asset of the Transferred U.S. Entity as a result of any such election.

“Security Incident” means any unauthorized Processing of Company Data, any unauthorized access to the IT Systems, or any incident that requires notification to any Person, Governmental Authority, or any other entity under Information Security and Privacy Laws.

“Seller Consolidated Group” means any consolidated, combined or unitary Tax group of which either of (i) the Transferred Entities and (ii) the Seller or any of its Affiliates is or was a member of on or prior to the Closing Date (other than any such group consisting solely of Transferred Entities).

“Seller Credit Agreement” means that certain Credit Agreement, dated as of November 17, 2021, as amended, amended and restated, supplemented or otherwise modified from time to time, by and among Seller, certain subsidiaries of Seller from time to time party thereto, the lenders from time to time party thereto and Bank of Montreal, as administrative agent thereunder, sustainability structuring agent thereunder and as collateral agent thereunder.

“Seller Fundamental Representations” means Section 4.01(a) (Organization), Section 4.02(a) (Authority), Section 4.04(a) (Capitalization), Section 4.04(b) (Title to Transferred Interests) and Section 4.20 (Brokers and Other Advisors).

“Seller Group” means, collectively, the Seller and each of its direct or indirect Subsidiaries.

“Selling Entities” means, collectively, the Seller, Asiapac, AS Motion and the other members of the Seller Group that own or have rights to any Transferred Interests, and “Selling Entity” means any of the Selling Entities.

“Seller Related Parties” means (i) the Seller, the Selling Entities and their Affiliates (excluding, after the Closing, the Transferred Entities), (ii) its and their respective former, current or future general or limited partners, shareholders, equity holders, members, managers, directors, officers, employees, agents or Affiliates or any former, current or future general or limited partners, shareholders, equity holders, members, managers, directors, officers, employees, agents or Affiliates of any of the foregoing and (iii) the respective successors and assigns of each of the foregoing.

“Seller Trading Price” means the volume-weighted average price of share of Seller common stock trading on the “regular way” basis on the Nasdaq Stock Market for each of the twenty (20) consecutive trading days ending on (and including) the day before the Closing Date.

“Specified Agreement” has the meaning set forth on Section 1.01(g) of the Disclosure Letter.

“Specified Consent” has the meaning set forth on Section 1.01(h) of the Disclosure Letter.

“Specified Facility” has the meaning set forth on Section 1.01(i) of the Disclosure Letter.

“Specified Lease” has the meaning set forth on Section 1.01(i) of the Disclosure Letter.

“Stevens” means Stevens Holding Company, Inc., a Delaware corporation.

“Straddle Period” means any taxable period that includes but does not end on the Closing Date. Where necessary to allocate Taxes under this Agreement with respect to a Straddle Period (a) property, ad valorem, intangible, and other periodic Taxes allocable to the Pre-Closing Tax Period shall be equal to the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period; and (b) Taxes (other than Taxes allocable under clause (a) of this definition) allocable to the Pre-Closing Tax Period shall be computed on the basis of a “closing of the books,” as if such taxable period ended as of the end of the day on the Closing Date; provided that, in the case of any Taxes attributable to the ownership of any interest in any partnership, other “flow-through” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable state, local or non-U.S. Law), such computation shall be made as if the taxable period of such partnership, other “flow-through” entity or controlled foreign corporation ended as of the end of the day on the Closing Date (whether or not such Taxes arise in a Straddle Period of the applicable owner); provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of calendar days in each period. Notwithstanding

anything herein to the contrary, all Section 338 Taxes shall be allocable to the portion of the Straddle Period ending on and including the Closing Date.

“Subsidiary”, when used with respect to any Person, means any corporation, limited liability company, partnership, association, trust or other entity of which securities or other ownership interests representing more than 50% of the ordinary voting power (or, in the case of a partnership, more than 50% of the general partnership interests) are, as of such date, owned by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“Target Working Capital” means $10,645,000.

“Tax” (and, with correlative meaning, “Taxes”) means any U.S. federal, state or local or non-U.S. tax, custom, fee, levy, duty, tariff, impost, withholding or other similar charge or assessment, in each case in the nature of a tax, including net income, gross income, license, severance, occupation, windfall profit, transfer, production, franchise, gross receipts, payroll, sales, employment, use, property, escheat and unclaimed property, excise, ad valorem, value-added, stamp, alternative or add-on minimum or withholding on amounts paid to or by any Person, together with any interest, penalty and addition thereto, imposed by any Governmental Authority.

“Tax Action” means any audit, examination, contest, litigation or other proceeding with or against any Taxing Authority.

“Tax Assets” means any net operating loss carryforwards, investment Tax credits, foreign Tax credits, charitable deductions or any other credit or Tax attribute that could be carried forward or back to reduce Taxes, and losses or deductions deferred by the Code or other applicable Law.

“Tax Return” means any return, form, statement, report, information return, disclosure, claim or declaration, including any supplement, schedule or attachment thereto and any amendment thereof, with respect to Taxes that is filed or sent or required to be filed or sent with a Taxing Authority.

“Taxing Authority” means any Governmental Authority having the power to regulate, impose or collect Taxes.

“Transaction Documents” means, collectively, this Agreement and the agreements and instruments executed and delivered in connection with the Transactions, including the Ancillary Agreements and the other documents and agreements contemplated hereby and thereby.

“Transactions” means the consummation of the purchase and sale of the Transferred Interests and the other transactions contemplated by this Agreement and the other Transaction Documents.

“Transfer Regulations” means the European Council Directive of March 12, 2001 (2001/23/EC) (the “Directive”) relating to the safeguarding of employees’ rights in the event of transfers of undertakings, businesses or parts of businesses or any country legislation implementing the Directive or any other similar Law.

“Transferred Employee” means each Business Employee who, as of the Closing Date (or, if applicable, such later date that such employee actually commences employment with the Purchaser or one of its Affiliates), becomes an employee of the Purchaser or one of its Affiliates whether by operation of Law, pursuant to the transfer of the Transferred Interests to the Purchaser or its Affiliates or by acceptance of the Purchaser’s or one of its Affiliates’ offer of employment pursuant to Section 7.05(a).

“Transferred Chinese Entity” means Jacobs (Suzhou) Vehicle Systems Co. Ltd., a Chinese limited liability company (wholly foreign-owned enterprise).

“Transferred Czech Assets” means all the assets listed in Section 1.01(j) of the Disclosure Letter and any Liabilities in respect of such assets solely to the extent provided in Section 1.01(j) of the Disclosure Letter.

“Transferred Entities” means the Transferred U.S. Entity and the Transferred Chinese Entity.

“Transferred Intellectual Property” means the Intellectual Property owned by or purported to be owned by the Transferred Entities, in whole or in part.

“Transferred Interests” means the issued and outstanding equity interests in the Transferred Entities held by the Selling Entities.

“Transferred U.S. Entity” means Jacobs Vehicle Systems, Inc., a Delaware corporation.

“Transition Services Agreement” means the transition services agreement to be entered into as of the Closing Date by and between the Seller and the Purchaser, substantially in the form attached as Exhibit A hereto.

“U.S. Transferred Employee” means any Transferred Employee who is principally employed in the United States as of the Closing Date (or, if applicable, such later date that such employee actually commences employment with the Purchaser or one of its Affiliates).

“Willful Breach” means a material breach of, or failure to perform any of the covenants or other agreements contained in, this Agreement that is a consequence of an act or failure to act by the breaching or non-performing party with actual knowledge, or knowledge that a Person acting reasonably under the circumstances should have, that such party’s act or failure to act (including acts or failures to act by a party’s Representative at the direction of such party) would, or would reasonably be expected to, result in or constitute a breach of or failure of performance under this Agreement.

SECTION 1.02. Other Defined Terms. The following terms are defined in the Section of this Agreement set forth after such term below:

Terms Not Defined in Section 1.01	Section
Acquisition Engagement	Section 11.11(a)

Active Offer Employee	Section 7.05(a)(iii)
Action	Section 4.09
Affiliate Agreement	Section 7.08(b)
Agreement	Preamble
Allocation Schedule	Section 3.04(a)
Alternative Proposal	Section 7.15(b)
Announcement	Section 7.02
Balance Sheet Date	Section 4.07(b)
Bankruptcy and Equity Exception	Section 4.02(a)
Basket	Section 10.01(b)(iv)(A)
Breaching Party	Section 8.04(a)
Business DC Plans	Section 7.05(d)(i)
Cap	Section 10.01(b)(iv)(B)
Celtics SDA CTA Indemnity Claim	Section 7.17(c)
China Filing Approval	Section 7.01(g)
Claim Notice	Section 10.02(a)
Closed Performance Period Bonus Amounts	Section 7.05(b)(viii)(b)
Closing	Section 3.01
Closing Date	Section 3.01
Closing Purchase Price	Section 2.02
Closing Statement	Section 2.04(a)
COBRA	Section 7.05(b)(v)
Company IP	Section 4.15(d)
Confidentiality Agreement	Section 7.03(b)
Continuation Period	Section 7.05(b)(i)
Contracting Parties	Section 11.10(a)
Credit Support Items	Section 7.10
CTA	Section 7.17(a)
CTA Cap	Section 10.01(b)(iv)
CTA Deductible	Section 10.01(b)(iv)
CTA Losses	Section 10.01(b)(iv)
Current Draft DSA	Section 7.21
DC Employees	Section 7.05(d)(i)
Disclosure Letter	Article IV
DOJ	Section 7.01(c)
DEEP	Section 7.17(a)
DSA	Section 7.21
ECAF	Section 7.17(a)
Effective Time	Section 3.02
Escrow Account	Section 2.06
Escrow Agreement	Section 2.06
Escrow Amount	Section 2.06
Estimated Cash	Section 2.03
Estimated Closing Statement	Section 2.03
Estimated Indebtedness	Section 2.03
Estimated PRC Income Tax Notice	Section 2.05(b)

Estimated Transaction Expenses	Section 2.03
Estimated Working Capital	Section 2.03
Exclusivity Period	Section 7.15(a)
Existing Counsel	Section 11.11(a)
FCPA	Section 4.10(g)
Final 338(h)(10) Allocation	Section 7.09(g)(iv)
Final Purchase Price Adjustment	Section 2.04(f)
FTC	Section 7.01(c)
HNTE	Section 4.11(s)
Inactive Employee	Section 7.05(a)(iii)
Indemnified Party	Section 10.02(a)
Indemnitor	Section 10.02(a)
Judgment	Section 4.09
Key DSA Terms	Section 7.21
Laws	Section 4.10(a)
Leased Real Property	Section 4.16(a)
Local Transfer Agreement	Section 2.01(b)
Material Business Contract	Section 4.17(a)
Material Customers	Section 4.19
Material Vendors	Section 4.19
Negotiation Period	Section 7.21
Non-Competition Period	Section 7.14(c)
Nonparty Affiliates	Section 11.10(a)
Notice of Disagreement	Section 2.04(b)
Other Required Antitrust Laws	Section 4.03
Owned Real Property	Section 4.16(a)
Permits	Section 4.10(f)
PRC Tax Receipt	Section 2.05(b)
Pre-Closing Period Tax Refund	Section 7.09(e)
Purchase Price	Section 2.01(a)
Purchase Price Cap	Section 10.01(b)(iv)(B)
Purchaser	Preamble
Purchaser CTA Cap	Section 10.01(e)
Purchaser CTA Deductible	Section 10.01(e)
Purchaser DC Plans	Section 7.05(d)(i)
Purchaser Draft 338(h)(10) Allocation	Section 7.09(g)(i)
Purchaser Entity	Section 5.01(a)
Purchaser Prepared Returns	Section 7.09(d)(ii)
Purchaser Released Claims	Section 11.10(c)
Purchaser Releasers	Section 11.10(c)
Purchaser Termination Fee	Section 9.02(b)
Purchaser’s Cafeteria Plan	Section 7.05(e)
R&W Insurance Policy	Section 7.13
R&W Insurer	Section 7.13
Real Property	Section 4.16(a)
Real Property Leases	Section 4.16(a)

Registered Intellectual Property	Section 4.15(a)
Remedial Activities	Section 4.14
Restraints	Section 8.01(a)
Restricted Business	Section 7.14(c)
Required China Filings	Section 7.01(g)
Reviewing Accountant	Section 7.09(g)(iii)
Section 338(h)(10) Elections	Section 7.09(f)
Securities Act	Section 5.05
Seller	Preamble
Seller 338(h)(10) Allocation Notice	Section 7.09(g)(ii)
Seller Benefit Plan	Section 7.05(b)(v)
Seller CTA Losses	Section 10.01(e)(iii)
Seller Prepared Returns	Section 7.09(d)(i)
Seller Released Claims	Section 11.10(b)
Seller Releasers	Section 11.10(b)
Seller’s Cafeteria Plan	Section 7.05(e)
Selling Entity Releasees	Section 11.10(c)
Termination Date	Section 9.01(b)(i)
Third Person Claim	Section 10.02(a)
Trade Control Laws	Section 4.10(c)
Transfer Taxes	Section 7.09(a)
Transfer Time	Section 7.05(a)(iii)
Transferred Entity Releasees	Section 11.10(b)
Undisclosed Employee	Section 7.05(n)
WARN	Section 7.05(h)

SECTION 1.03. Interpretation. The headings contained in this Agreement, in any Annex, Exhibit or Schedule hereto and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All Annexes, Exhibits and Schedules attached hereto or referenced to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Annex, Exhibit or Schedule but not otherwise defined therein shall have the meaning defined in this Agreement. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. All references herein to “dollars”, “U.S. Dollars” or “$” shall be deemed to be references to the lawful money of the United States. All provisions herein qualified by the term “domestic” or “foreign” shall be construed on the basis that the United States is the relevant domestic country. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. If any time period for giving notice or taking action hereunder expires on a day which is not a business day, the time period shall automatically be extended to the business day immediately following such non-business day. Unless the context requires otherwise (i) any definition of or reference or citation to any Law herein shall be construed as referring or citing to such Law as from time to time amended, supplemented or otherwise modified, including by succession of comparable successor Laws, and to the rules and regulations promulgated thereunder, (ii) any reference herein to any Person shall

be construed to include such Person’s successors and permitted assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections, Annexes, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement, (v) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, (vi) all accounting terms not specifically defined herein shall be construed in accordance with the Accounting Principles, (vii) this Agreement shall be deemed to have been drafted jointly by the Purchaser and the Seller, and this Agreement shall not be construed against any party as the principal draftsperson hereof, (viii) the word “or” shall not be exclusive, (ix) the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if”, (x) the phrases “provided”, “delivered”, or “made available” or words of similar import, when used in this Agreement, shall mean that the documents, items or information has been provided directly to the Purchaser or its Representatives or posted in the “data room” (virtual) hosted by Datasite and established by the Seller or its Representatives and to which the Purchaser and its Representatives have had access at least one business day prior to the date of this Agreement (it being agreed that the Purchaser and its Representatives shall be deemed to have had access to such documents, items or information where the same was provided to a limited number of the Purchaser’s Representatives pursuant to a “clean team” agreement or other agreed upon restrictions) and (xi) all references herein to the “parties” are to the parties hereto and a “party” means the Purchaser or the Seller, as applicable.

ARTICLE II
Purchase and Sale

SECTION 2.01. Purchase and Sale.

(a) Upon the terms and subject to the terms and conditions set forth in this Agreement, at the Closing the Seller shall cause the Selling Entities to sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from each Selling Entity all of such Selling Entity’s rights, title and interests in, to and under the Transferred Interests, in each case free and clear of any Liens (other than transfer restrictions under applicable securities Laws or under the organizational documents of the Transferred Entities or those resulting from actions taken by the Purchaser or any of its Affiliates); in exchange for the payment by the Purchaser to the Seller (or the Seller’s designated Affiliates) pursuant to Section 2.02 of an aggregate purchase price of Three Hundred Twenty-Five Million U.S. Dollars ($325,000,000) in cash (the “Purchase Price”), subject to adjustment as set forth in Section 2.03 and Section 2.04.

(b) On the Closing Date, the parties shall execute and deliver or cause their respective Affiliates to execute and deliver such equity interest transfer agreement relating to the Transferred Chinese Entity in the form of Exhibit B (the “Local Transfer Agreement”). The parties agree and acknowledge that the Local Transfer Agreement is intended solely to formalize the terms and conditions of this Agreement in order to comply with any applicable foreign Law and shall be, in all respects, consistent with the terms and conditions set forth in this Agreement. The Local Transfer Agreement shall not alter in any way the allocation of rights, obligations, benefits, costs and risks established between the parties in this Agreement. Nothing contained in a Local Transfer Agreement shall change, amend, extend or alter (nor shall it be deemed or construed as changing,

amending, extending or altering) the terms or conditions of this Agreement in any manner whatsoever. The provisions in this Section 2.01(b) shall take priority over, and shall exclude the application of, any explicit or implied representations, warranties, guarantees, covenants or indemnities contained in the Local Transfer Agreement or under applicable Law. In the event of any inconsistency between this Agreement and the Local Transfer Agreement, this Agreement shall control. Notwithstanding the foregoing provisions of this Section 2.01(b), with respect to the timing of effectiveness of the transfer of the Transferred Interests of the Transferred Chinese Entity, the Local Transfer Agreement shall control. For the avoidance of doubt, any controversy or claim arising under the Local Transfer Agreement shall be governed solely by, and subject to the terms of, this Agreement.

(c) Notwithstanding the provisions of this Article II, it shall be the Purchaser’s responsibility to bear all fees, duties and other costs (other than any applicable Tax withholding, which is governed by Section 2.05 and Transfer Taxes, which are governed by Section 7.09(a)) payable in connection with (A) the transfer of the Transferred Intellectual Property and (B) the recording and registration of title to the Transferred Czech Assets, as and when required by applicable Law or local custom, in the name of the Purchaser and its Affiliates.

SECTION 2.02. Purchase Price. Subject to the terms and conditions hereof, at the Closing, the Purchaser shall pay or cause to be paid to the Escrow Agent, in accordance with Section 2.06 in immediately available funds, cash in U.S. Dollars in an amount equal to (a) the Purchase Price plus (b) the Estimated Adjustment Amount (which amount may be positive or negative) (the “Closing Purchase Price”). Such amount so paid to the Escrow Agent shall be released by the Escrow Agent in accordance with Section 2.06 and paid to the Seller (or to one or more Affiliates of the Seller as designated by the Seller in such amounts designated by the Seller), in immediately available funds by wire transfer to one or more bank accounts designated by the Seller at least two (2) business days prior to the Closing Date.

SECTION 2.03. Estimated Closing Statement. No later than three (3) business days prior to the anticipated Closing Date, the Seller shall prepare in good faith and deliver to the Purchaser: a statement (the “Estimated Closing Statement”) setting forth the Seller’s good faith estimate of (a) Closing Cash (“Estimated Cash”), (b) Closing Working Capital (“Estimated Working Capital”), (c) Closing Indebtedness (“Estimated Indebtedness”), (d) Closing Transaction Expenses (“Estimated Transaction Expenses”) and (e) the Estimated Adjustment Amount. The Estimated Closing Statement shall be prepared in accordance with the terms of this Agreement and the Accounting Principles.

SECTION 2.04. Purchase Price Adjustment.

(a) As promptly as practicable, and in any event within ninety (90) days after the Closing Date, the Purchaser shall prepare and deliver to the Seller a statement (the “Closing Statement”) setting forth the Purchaser’s good faith calculation of Closing Cash, Closing Working Capital, Closing Indebtedness, Closing Transaction Expenses and the Final Purchase Price, together with such schedules and data with respect to the determination thereof as are appropriate to support the calculations set forth in the Closing Statement. The Closing Statement shall be prepared in accordance with the terms of this Agreement and the Accounting Principles. The parties agree that the purpose of preparing the Closing Statement and determining Closing Cash,

Closing Working Capital, Closing Indebtedness and Closing Transaction Expenses and the related adjustments contemplated by this Section 2.04 is to measure the amount of Closing Cash, Closing Working Capital, Closing Indebtedness and Closing Transaction Expenses in accordance with the terms of this Agreement and the Accounting Principles, and such process is not intended to permit the introduction of different accounting methods, policies, principles, practices, procedures, judgments, classifications or estimation methodologies for the purpose of determining the Closing Cash, Closing Working Capital, Closing Transaction Expenses and Closing Indebtedness other than those set forth in the Accounting Principles. Following the delivery of the Closing Statement, the Purchaser shall provide the Seller and its Representatives with reasonable access (subject to the execution of customary document access letters) to the accounting books and records (including work papers) and other documents that were used in the preparation of, or otherwise reasonably relate to, the Closing Statement, to the extent reasonably requested to permit the Seller to review the Closing Statement and the Purchaser’s calculation of Closing Cash, Closing Working Capital, Closing Indebtedness, Closing Transaction Expenses and the Final Purchase Price as set forth therein.

(b) The Closing Statement shall become final and binding upon the parties on the forty-fifth (45th) day following receipt thereof by the Seller, unless the Seller gives written notice of its disagreement with the Closing Statement (a “Notice of Disagreement”) to the Purchaser prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and include the Seller’s calculation of the Final Purchase Price. If a timely Notice of Disagreement is received by the Purchaser, then the Closing Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date on which the Purchaser and the Seller resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date on which all such disputed matters are finally resolved in writing by the Independent Expert pursuant to the procedures set forth in this Section 2.04. During the thirty (30) day period following the delivery of a Notice of Disagreement, the Purchaser and the Seller shall work in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement.

(c) At the end of the thirty (30) day period following delivery of the Notice of Disagreement, the Purchaser and the Seller shall submit to the Independent Expert for review any and all matters that remain in dispute and were included in the Notice of Disagreement. The parties shall instruct the Independent Expert to render its decision as to such disputed items and the effect of its decision on the Closing Statement as promptly as practicable but in no event later than forty-five (45) days after the date of such submission. Each party shall furnish to the Independent Expert such working papers and other relevant documents and information relating to the disputed items, and shall provide interviews, answer questions and otherwise cooperate with the Independent Expert as the Independent Expert may reasonably request in connection with its determination of such disputed items. In the event either party shall participate in teleconferences or meetings with, or make presentations to, the Independent Expert, the other party shall be entitled to reasonable advance notice of, and to participate in, such teleconferences, meetings or presentations. The terms of appointment and engagement of the Independent Expert shall be as agreed upon between the parties in writing. In resolving any such disputed item, the Independent Expert (i) shall act in the capacity of an expert and not as an arbitrator, (ii) shall limit its review to matters specifically set forth in the Notice of Disagreement as to a disputed item (other than matters thereafter resolved

by mutual written agreement of the parties) and whether or not such dispute item has been determined in accordance with the terms of this Agreement and the Accounting Principles and (iii) shall not assign a value to any disputed item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party in the Closing Statement or in the Notice of Disagreement, as applicable. The Independent Expert is not authorized to, and shall not, make any other determination, including (A) any determination with respect to any matter included in the Closing Statement or the Notice of Disagreement that was not submitted for resolution to the Independent Expert, (B) any determination as to the accuracy of any representation or warranty in this Agreement or (C) any determination as to compliance by any party with any of its respective covenants in this Agreement (other than this Section 2.04). Any dispute not within the scope of the disputed items to be resolved by the Independent Expert pursuant to this Section 2.04 shall be resolved as otherwise provided in this Agreement.

(d) The final determination by the Independent Expert of the disputed items submitted to it pursuant to this Section 2.04 shall (i) be in writing, (ii) include the Independent Expert’s calculation of the Final Purchase Price, (iii) include the Independent Expert’s determination of each disputed item submitted to it pursuant to this Section 2.04 and (iv) include a brief summary of the Independent Expert’s reasons for its determination regarding each such disputed item.

(e) The final determination of the disputed items by the Independent Expert shall be final and binding upon the parties (absent manifest error or Fraud) and an order may be entered in respect thereof by a court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Independent Expert incurred pursuant to this Section 2.04 shall be borne 50% by the Purchaser and 50% by the Seller.

(f) Following the Closing Statement becoming final and binding upon the parties pursuant to this Section 2.04, a payment (the “Final Purchase Price Adjustment”) shall be made by or on behalf of the applicable party in accordance with this Section 2.04 as an adjustment to the Purchase Price. The Final Purchase Price Adjustment shall be an amount equal to the Closing Purchase Price minus the Final Purchase Price and, (i) if the Final Purchase Price Adjustment is positive, an amount equal to the Final Purchase Price Adjustment shall be paid to the Purchaser (or one or more Affiliates designated by the Purchaser in such amounts designated by the Purchaser) by the Seller (or one or more Affiliates designated by the Seller in such amounts designated by the Seller) and (ii) if the Final Purchase Price Adjustment is negative, an amount equal to the absolute value of the Final Purchase Price Adjustment shall be paid to the Seller (or one or more Affiliates designated by the Seller) by the Purchaser (or one or more Affiliates designated by the Purchaser), subject to appropriate Tax withholding (pursuant to Section 2.05). Any payments pursuant to this Section 2.04 shall be made in U.S. Dollars by wire transfer of immediately available funds to an account or accounts designated by the receiving party within five (5) days after the Closing Statement becomes final and binding upon the parties.

SECTION 2.05. Withholding.

(a) Subject to clause (b), the Purchaser and its Affiliates (and following the Closing Date, the Transferred Entities) and the Seller and its Affiliates shall each be entitled to deduct and withhold, or cause to be deducted and withheld, from any payment made pursuant to

this Agreement or the Local Transfer Agreement, any amounts required to be deducted and withheld under applicable Tax Law. The Purchaser shall use commercially reasonable efforts to provide the Seller with a written notice of its (or its Affiliates’) intention to deduct or withhold, other than with regard to any payment treated as compensation (for which no such notice shall be required), promptly after determining such deduction or withholding may be required, and the applicable parties shall reasonably cooperate, and shall cause their respective Affiliates to reasonably cooperate, in order to reduce or eliminate any amounts that would be required to be deducted and withheld on payments made pursuant to this Agreement or the Local Transfer Agreement under applicable Tax Law. Subject to the following sentence, to the extent that amounts are so deducted, withheld and timely paid over to the relevant Tax Authority in accordance with this Section 2.05, such deducted and withheld amounts shall be treated for all purposes of this Agreement or the Local Transfer Agreement as having been paid to such Person in respect of which such deduction and withholding was made. Notwithstanding the foregoing, if any Taxes are required by any jurisdiction to be deducted or withheld (other than the Taxes described in Section 2.05(b)) and such requirement to deduct or withhold arose or arises as a result of a Purchaser Entity or other payor having been organized under the laws of, or having a place of business in, a jurisdiction, in each case, that is not one of the jurisdictions set forth in Section 2.05(a) of the Disclosure Letter, such payment shall be increased as necessary so that after such deduction or withholding has been made, the recipient of such payment receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Prior to the Closing, the Seller shall provide the Purchaser with a notice describing in reasonable detail the Seller’s calculation of any income Taxes expected to be imposed under applicable Law of the PRC with respect to the sale of the Transferred Chinese Entity (“Estimated PRC Income Tax Notice”) for the Purchaser’s review and comment and shall consider in good faith any revisions to such Estimated PRC Income Tax Notice as are reasonably requested by the Purchaser. The Estimated PRC Income Tax Notice will be prepared in a manner consistent with the Allocation Schedule. The Purchaser shall be entitled to deduct and withhold from the Purchase Price an amount equal to the estimated income Taxes reflected in the Estimated PRC Income Tax Notice. Following the Closing, the Seller shall (i) file or cause to be filed any Tax Returns and other documentation required to be submitted to the relevant PRC Taxing Authority in connection with the sale of the Transferred Chinese Entity, (ii) pay to the relevant PRC Taxing Authority the amount of any income Taxes imposed under applicable Law of the PRC with respect to the sale of the Transferred Chinese Entity, as determined by the relevant PRC Taxing Authority and (iii) deliver to the Purchaser copies of (A) such Tax Returns and (B) the receipt evidencing the payment of such Taxes (“PRC Tax Receipt”). Within the later of (i) five (5) business days of receiving the PRC Tax Receipt or (ii) two (2) business days of the release and disbursement of the Escrow Amount (less the Escrow Agent Fees) to the Seller pursuant to Section 2.06, the Purchaser shall pay (or cause to be paid to) the Seller any amounts deducted or withheld pursuant to this Section 2.05(b). For the avoidance of doubt, this provision shall not apply with respect to any Transfer Taxes, which are governed by Section 7.09(a).

SECTION 2.06. Escrow Arrangement. At the Closing, the Purchaser shall pay or cause to be paid to the Escrow Agent, in immediately available funds by wire transfer, cash in U.S. Dollars in an amount (the “Escrow Amount”) equal to the (a) Closing Purchase Price, reduced for any amount deducted or withheld pursuant to Section 2.05(b), without duplication, plus (b) the Escrow Agent Fees, to hold in an account (the “Escrow Account”) in accordance with the terms of an escrow

agreement (the “Escrow Agreement”) to be executed at the Closing by the Purchaser and the Seller. The Escrow Agreement (i) shall provide that the Escrow Agent shall release and disburse the Escrow Amount (less the Escrow Agent Fees) to the Seller upon the grant of the China Filing Approval as evidenced by either (A) the joint written instruction of the Seller and the Purchaser or (B) the final, non-appealable order of a Governmental Authority of competent jurisdiction and (ii) otherwise shall be in form and substance customary for transactions similar to those contemplated herein and reasonably acceptable to the Purchaser and the Seller. Upon the earlier of (x) 2 business days prior to the end of the applicable tax year for any party, Purchaser Entity, Selling Entity or Transferred Entity and (y) the 30th day after the Required China Filing has been submitted if, by such date, the China Filing Approval has not been granted, the parties (1) shall jointly instruct the Escrow Agent to return the Escrow Amount (less the Escrow Agent Fees) to the Purchaser and use reasonable best efforts to promptly cancel or reverse all actions taken to date in respect of the China Filing Approval pursuant to Section 7.01(g), and the Closing shall be deemed to have not yet occurred; provided for the avoidance of doubt this Agreement shall otherwise continue in full force and effect in accordance with its terms and conditions, including Section 7.01(g), and the parties shall continue to use their reasonable best efforts to consummate the Transactions in accordance with the terms and conditions hereof and (2) agree to cooperate to mitigate any Tax consequences of the Closing, including any deemed transfer of the Transferred Entities for Tax purposes and the return of the Escrow Amount (less the Escrow Agent Fees) to the Purchaser, including by taking the actions described in clause (1) of this sentence, before the end of all relevant tax years and treating the transaction as having been rescinded for Tax purposes where permitted under applicable Law. Prior to Closing, the Seller and the Purchaser shall in good faith, acting reasonably, select an Escrow Agent of national reputation and standing and negotiate a form of Escrow Agreement consistent with this Section 2.06.

ARTICLE III
Closing; Closing Deliveries

SECTION 3.01. Closing. The closing of the purchase and sale of the Transferred Interests (the “Closing”) shall take place at 10:00 a.m., New York City time, at the offices of Cravath, Swaine & Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019 on the fifth (5th) business day after all conditions to the obligations of the Purchaser and the Seller under Article VIII shall have been satisfied or, to the extent permitted by applicable Law, waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of such conditions at such time), or at such other place and date as the parties may agree; provided, that the Closing shall not occur prior to the fifth (5th) business day after the completion of any Required Action. The date on which the Closing occurs is referred to herein as the “Closing Date”.

SECTION 3.02. Effectiveness. For all economic, accounting and Tax purposes (in each case, to the extent permitted by applicable Law), the consummation of the transactions contemplated by this Agreement shall be deemed to take place on the Closing Date at 12:01 a.m., New York City time (such time, the “Effective Time”).

SECTION 3.03. Transactions to be Effected at the Closing.

(a) At the Closing, the Seller shall deliver or cause to be delivered by the Selling Entities to the Purchaser the following:

(i) with respect to the Transferred Interests of the Transferred U.S. Entity, stock certificate(s) representing such Transferred Interests accompanied by stock power(s) duly endorsed in blank;

(ii) a duly executed counterpart of the Local Transfer Agreement;

(iii) the certificates contemplated in Section 8.02;

(iv) a duly executed counterpart of the Transition Services Agreement;

(v) a duly executed counterpart of the Escrow Agreement;

(vi) evidence of the release of all Liens, other than Permitted Liens, on the Transferred Interests or any assets of any Transferred Entity pursuant to the Seller Credit Agreement or any guarantees, security or collateral agreements or instruments or similar arrangements related thereto, or that are incurred in accordance with Section 6.01 between the date hereof and the Closing, in each case in form and substance reasonably satisfactory to the Purchaser;

(vii) written resignations of each of the directors, managers and/or officers of each Transferred Entity (in each case, with such resignation automatically effective as of, and conditioned upon, the Closing);

(viii) to the extent obtained prior to Closing, the consent from MAN Truck & Bus SE with respect to the assignment of the Man Contract to the Transferred U.S. Entity in a form reasonably satisfactory to Purchaser;

(ix) with respect to the Transferred U.S. Entity, IRS Form 8023 (and any state forms) as required to effect the Section 338(h)(10) Election, completed and properly executed by the Seller; and

(x) (a) with respect to the sale of the Transferred U.S. Entity, (1) a current and valid IRS Form W-9 of the Selling Entity or (2) a duly executed certificate of non-foreign status of the Selling Entity selling such Transferred Entity in accordance with Section 1.1445-2(b)(2) of the U.S. Treasury Regulations and (b) with respect to the sale of the Transferred Chinese Entity, a duly executed certificate certifying that the assets of the Transferred Chinese Entity are not U.S. real property interests within the meaning of Section 897(c) of the Code and U.S. Treasury Regulations Section 1.897-1(c).

(b) At the Closing, the Purchaser shall deliver or cause to be delivered to the Seller or the relevant designees the following:

(i) a duly executed counterpart of the Local Transfer Agreement;

(ii) the certificates contemplated in Section 8.03;

(iii) a duly executed counterpart of the Transition Services Agreement;

(iv) a duly executed counterpart of the Escrow Agreement; and

(v) with respect to the Transferred U.S. Entity, IRS Form 8023 (and any state forms) as required to effect the Section 338(h)(10) Election, completed and properly executed by the Purchaser.

(c) At the Closing, the Purchaser shall deliver or cause to be delivered to the Escrow Agent the Closing Purchase Price in accordance with Section 2.02 and Section 2.06.

SECTION 3.04. Allocation of Purchase Price.

(a) The Purchase Price shall be allocated among each of the Transferred Entities in accordance with Section 3.04 of the Disclosure Letter (such allocation, the “Allocation Schedule”). It is agreed by the parties that such Allocation Schedule was arrived at by arm’s length negotiation and in the judgment of the parties properly reflects the fair market value of such assets. The Allocation Schedule shall apply for all Tax purposes, and no party shall take, or cause or permit its respective subsidiaries to take, any position inconsistent with the Allocation Schedule on any Tax Return or in any Tax Action or in any communication (whether written or unwritten) with any Taxing Authority, except as otherwise required pursuant to a Final Determination.

(b) In the event of any change in the Purchase Price (as determined for U.S. federal income tax purposes) following the Closing Date (including by reason of any Purchase Price Adjustment pursuant to Section 2.04), the Purchase Price allocation shall be revised by the parties in a manner consistent with Section 3.04(a).

ARTICLE IV
Representations and Warranties of the Seller

The Seller represents and warrants to the Purchaser as of the date hereof and as of the Closing Date that, except as set forth in the confidential disclosure letter delivered by the Seller to the Purchaser concurrently with or prior to the execution of this Agreement (the “Disclosure Letter”) (it being understood that any information, item or matter set forth on one section or subsection of the Disclosure Letter shall be deemed disclosure with respect to, and shall be deemed to apply to and qualify, the section or subsection of this Agreement to which it corresponds in number and each other section or subsection of this Agreement to the extent that it is reasonably apparent based on the content and context of such disclosure that such information, item or matter is relevant to such other section or subsection):

SECTION 4.01. Organization; Standing. Each Selling Entity and Transferred Entity is an entity duly organized and validly existing under the Laws of the jurisdiction of its organization, has all requisite power and authority necessary to carry on the Business as it is now being conducted and, in the case of each Transferred Entity, is in good standing (where such concept is recognized) under the laws of the jurisdiction of its organization.

(b) (i) Each Selling Entity is in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization and (ii) each Selling Entity and Transferred Entity is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the conduct of the Business by it makes such licensing or qualification necessary, except in the case of each of clause (i) and (ii), where the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate, reasonably be expected to (a) have a Material Adverse Effect or (b) prevent or materially delay, interfere with, hinder or impair (i) the consummation of any of the Transactions on a timely basis or (ii) the compliance by each Selling Entity with its obligations under the Transaction Documents to which such Selling Entity is or will be a party.

SECTION 4.02. Authority; Noncontravention.

(a) Each Selling Entity has all necessary power and authority to execute and deliver the Transaction Documents to which such Selling Entity is or will be a party and to perform its respective obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by each Selling Entity of the Transaction Documents to which such Selling Entity is or will be a party, and the consummation by it of the Transactions, have been duly authorized by all necessary action on the part of such Selling Entity and no other corporate or similar action on the part of such Selling Entity is necessary to authorize the execution, delivery and performance by such Selling Entity of the Transaction Documents to which such Selling Entity is or will be a party and the consummation by it of the Transactions. This Agreement has been, and each of the other Transaction Documents to which a Selling Entity is or will be a party has been or will be, as applicable, duly executed and delivered by each Selling Entity party thereto and, assuming the due authorization, execution and delivery hereof or thereof by the Purchaser or its applicable Affiliate, each Transaction Document constitutes (or upon the due authorization, execution and delivery hereof or thereof by the Purchaser or its applicable Affiliate will constitute) a legal, valid and binding obligation of each Selling Entity party thereto, enforceable against such Selling Entity in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

(b) Neither the execution and delivery by each Selling Entity of the Transaction Documents to which such Selling Entity is or will be a party, the consummation by such Selling Entity of the Transactions, nor the performance or compliance by such Selling Entity with the applicable terms or provisions hereof or thereof, will (i) conflict with or violate any provision of the organizational documents of such Selling Entity or any of the Transferred Entities or (ii) assuming that the Consents referred to in Section 4.03 are obtained prior to the Closing and the filings referred to in Sections 4.03(a) and (b) are made and any waiting periods thereunder have terminated or expired prior to the Closing, (A) violate any Law applicable to such Selling Entity or any of the Transferred Entities, (B) violate any Judgment applicable to such Selling Entity or any of the Transferred Entities, (C) violate or constitute a default under any Material Business Contract or give rise to a right of termination, cancelation or acceleration or loss of a material benefit under any Material Business Contract or (D) result in the creation of any Lien (other than a Permitted Lien) on any of the Transferred Interests or assets of the Transferred Entities, except,

in the case of the foregoing clause (ii), as would not, individually or in the aggregate, reasonably be expected to (I) be material to the Business and the Transferred Entities, taken as a whole, or (II) prevent or materially delay, interfere with, hinder or impair (1) the consummation of any of the Transactions on a timely basis or (2) the compliance by each Selling Entity with its obligations under the Transaction Documents to which such Selling Entity is or will be a party.

SECTION 4.03. Governmental Approvals. Except for filings required under, and compliance with other applicable requirements of, (a) the HSR Act and (b) the other Antitrust Laws set forth in Section 4.03 of the Disclosure Letter (the “Other Required Antitrust Laws”), no Consent of any Governmental Authority is necessary for the execution and delivery by each Selling Entity of the Transaction Documents to which such Selling Entity is or will be a party, the performance by such Selling Entity of its obligations hereunder or thereunder and the consummation by such Selling Entity of the applicable Transactions, other than such other Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected (A) to be material to the Business and the Transferred Entities, taken as a whole or (B) prevent or materially delay, interfere with, hinder or impair (I) the consummation of any of the Transactions on a timely basis or (II) the compliance by each Selling Entity with its obligations under the Transaction Documents to which such Selling Entity is or will be a party.

SECTION 4.04. Capitalization; Title to Transferred Interests.

(a) Section 4.04(a) of the Disclosure Letter sets forth, as of the date of this Agreement for each Transferred Entity, the number of authorized, issued and outstanding equity interests in such Transferred Entity, the record and beneficial owners thereof and the jurisdiction of organization of such Transferred Entity and, in the case of the Transferred Chinese Entity, the registered capital and actual paid in capital. The Transferred Interests have been duly authorized and validly issued and are fully paid and non-assessable. As of the date of this Agreement, there are no outstanding warrants, options, agreements, subscriptions, convertible or exchangeable securities or other Contracts that have been entered into or issued by the Seller or any of its Affiliates with respect to any Transferred Entity pursuant to which the Transferred Entities are or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock, limited liability company interests or other securities or other equity interests of the Transferred Entities, or any security convertible or exercisable or exchangeable therefor, and no equity securities or other equity interests of the Transferred Entities are reserved for issuance for any purpose. There are no equity holder agreements, voting trusts or proxies or other Contracts in effect with respect to the voting of the Transferred Interests. None of the issued and outstanding Transferred Interests was issued in violation of any preemptive rights, rights of first offer, rights of first refusal or similar rights.

(b) Each Selling Entity has good and valid title to the Transferred Interests purported to be owned by such Selling Entity and, upon consummation of the Transactions, assuming the Purchaser has the requisite power and authority to be the lawful owner of such Transferred Interests, good and valid title to such Transferred Interests shall pass to the Purchaser, free and clear of all Liens (other than transfer restrictions under applicable securities Laws or under the organizational documents of such Transferred Entity or those resulting from actions taken by the Purchaser or any of its Affiliates).

(c) Except as set forth in Section 4.04(a) of the Disclosure Letter, as of the date of this Agreement, the Transferred Entities do not own, directly or indirectly, any equity interests in any other Person.

SECTION 4.05. Title to Tangible Property.

(a) (i) A Transferred Entity has in all material respects good and valid title to the material tangible assets reflected on the Balance Sheet free and clear of any Liens (other than Permitted Liens), other than assets or properties used, disposed of or sold in the ordinary course of business since the Balance Sheet Date, and (ii) Kollmorgen has in all material respects good and valid title to the material Transferred Czech Assets free and clear of any Liens (other than Permitted Liens).

(b) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Business and the Transferred Entities, taken as whole, all tangible assets of the Transferred Entities and the Transferred Czech Assets (other than Real Property, which is the subject of Section 4.16) (i) have been maintained in accordance with the ordinary course policies, procedures and standards of the Business, and are not the subject of any deferred maintenance or deferred capital expenditures, (ii) are in good operating condition and repair, ordinary course wear and tear excepted and (iii) are suitable for the uses for which intended, and none of such tangible assets in need of maintenance or repairs except for ordinary, routine maintenance and repairs.

SECTION 4.06. Sufficiency of Assets and Employees. Except (a) for general corporate and administrative services, including human resources, corporate-wide IT services, legal services, contracting and supply chain management services, finance and treasury services and marketing provided by any member of the Seller Group to the Business, (b) for services and other rights that are to be made available pursuant to the Transition Services Agreement and (c) for assets disposed of after the date of this Agreement in accordance with Section 6.01(b)(iii), the assets of the Transferred Entities and the Transferred Czech Assets constitute, in all material respects, all of the assets of the Seller Group that are used in the conduct of the Business as currently conducted as of the date of this Agreement. Except to the extent relating to the services described in clauses (a) and (b) above and except for the Transferred Czech Assets, no member of the Seller Group nor any of their Affiliates other than the Transferred Entities holds any material assets that are primarily used in connection with the Business.

SECTION 4.07. Financial Statements; Undisclosed Liabilities.

(a) Section 4.07(a) of the Disclosure Letter sets forth true and correct copies of the Financial Statements. The Financial Statements have been derived from the Records of the Transferred Entities and prepared in all material respects in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of the Business as of the dates thereof and the results of operations of the Business for the periods shown therein, except (i) that the Business has not operated as a separate standalone entity and has received certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis, including (without limitation) allocations or adjustments related to healthcare charges and stock compensation, (ii) as relates to

Taxes and (iii) that the Financial Statements (A) do not include statements of shareholders’ equity or cash flows and (B) have not been reviewed or audited by the Seller’s independent financial accountants and may lack footnotes and other presentation items required by GAAP.

(b) There are no Liabilities of the Transferred Entities of any nature (whether accrued, absolute, contingent or otherwise), that would be required to be reflected on a balance sheet prepared in accordance with GAAP, except Liabilities (i) reflected or reserved against in the Financial Statements, (ii) incurred since December 31, 2021 (the “Balance Sheet Date”) in the ordinary course of business, (iii) that will be reflected in Closing Working Capital or Closing Indebtedness or (iv) as would not reasonably be expected, individually or in the aggregate, to be material to the Business and the Transferred Entities, taken as a whole.

(c) The system of internal controls over financial reporting of the Seller (as it relates to the Transferred Entities and the Business), taken as a whole, is designed to provide reasonable assurance that transactions are recorded in all material respects as necessary to permit preparation of financial statements in accordance with GAAP.

SECTION 4.08. Absence of Certain Changes.

(a) Except for the execution and performance of this Agreement and the other Transaction Documents and the discussions, negotiations and transactions related thereto and to any transaction of the type contemplated by this Agreement, (i) since the Balance Sheet Date through the date of this Agreement, the Business has been conducted in all material respects in the ordinary course of business and (ii) since the Balance Sheet Date there has not been any Material Adverse Effect or any event, change or occurrence that has had or would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Except as set forth in Section 4.08 of the Disclosure Letter, since the Balance Sheet Date none of the Selling Entities nor the Transferred Entities has taken, or caused to be taken, any action that would have violated or breached clauses (i), (iii), (v), (vi), (ix), (xii), (xiii) or (xix) of Section 6.01(b) if such action had been taken after the date of this Agreement but prior to the Closing.

SECTION 4.09. Legal Proceedings. There is no, and since January 1, 2019, there has not been any (A) pending (to the extent served) proceeding, suit, arbitration, hearing, audit, demand, complaint, summons, charge, examination, or action (an “Action”) by or before any Governmental Authority against any Transferred Entity for which the amount of damages is reasonably expected to be in excess of $100,000, (B) to the Knowledge of the Seller, (x) material threatened Action or (y) material pending or threatened investigation by any Governmental Authority against any Transferred Entity or (C) material order, award, judgment, injunction, ruling, stipulation, writ or decree of any Governmental Authority (a “Judgment”) applicable to any Transferred Entity.

SECTION 4.10. Compliance with Laws; Permits.

(a) Each Transferred Entity is, and has been since January 1, 2019, in compliance in all material respects with all state, provincial, local, municipal, foreign, domestic, national, supranational, international, multinational, federal or other administrative laws, statutes, ordinances, codes, executive orders, principles of common law, treaties, rules, regulations,

published interpretation or other similar requirements enacted, adopted or promulgated by a Governmental Authority that is binding upon such Person as amended or modified from time to time (“Laws”) or Judgments, applicable to the Transferred Entities or the Business.

(b) None of the Transferred Entities, nor any director, officer or employee or, to the Knowledge of the Seller, agent or Representative acting on behalf of the Transferred Entities, (i) is a Sanctioned Person, or (ii) have, directly or indirectly, since January 1, 2019, engaged in any material dealings or transactions with any Sanctioned Person or Sanctioned Country, or otherwise violated in any material respect Sanctions.

(c) Since January 1, 2019, the Transferred Entities have in all material respects conducted operations in accordance with any applicable customs, import, export control, and anti-boycott Laws (“Trade Control Laws”) of the United States and any other applicable jurisdiction.

(d) The Transferred Entities maintain policies and procedures reasonably designed to ensure compliance in all material respects with Sanctions and applicable Trade Control Laws.

(e) In the past three (3) years, neither the Transferred Entities nor the Seller has received written notice of any actual or alleged violation of Sanctions or Trade Control Laws by the Transferred Entities.

(f) The licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (collectively, “Permits”) held by the Transferred Entities constitute all Permits necessary for the conduct of the Business in all material respects as currently conducted as of the date of this Agreement in accordance with applicable Law. Except as would not reasonably be expected, individually or in the aggregate, to be material to the Business and the Transferred Entities, taken as a whole, each of the Transferred Entities has fulfilled and performed its obligations under each of its Permits. No written notice of cancellation or default concerning any material Permit of a Transferred Entity has been received by the Selling Entities or the Transferred Entities and, to the Knowledge of the Seller, no investigation by any Governmental Authority regarding a potential or actual default under or a violation of any such Permit is currently pending or threatened.

(g) Each Transferred Entity, and each of their respective directors, officers and employees acting in such capacity and, to the Knowledge of the Seller, each of their respective other agents and Representatives acting on their behalf, is, and has been since January 1, 2017, in compliance in all material respects with (i) the U.S. Foreign Corrupt Practices Act of 1977 and any rules and regulations promulgated thereunder (the “FCPA”) and (ii) the provisions of applicable anti-bribery, anti-corruption, anti-money laundering, sanctions Laws and Trade Control Laws of each jurisdiction in which the Business operates or has operated, in the case of clauses (i) and (ii), to the extent applicable to such Transferred Entity and its directors, officers, employees, agents and Representatives in their respective conduct of the Business. The Seller Group has instituted and maintains policies and procedures reasonably designed to ensure compliance in all material respects by the Business with the FCPA and other anti-bribery, anti-corruption, anti-money laundering, sanctions Laws and Trade Control Laws in each jurisdiction in which the Transferred Entities operate. None of the Transferred Entities nor any of their respective direct

shareholders, directors, officers, employees, nor, to the Knowledge of the Seller, agents or Representatives acting on their behalf has been or is designated on the list of Specifically Designated Nationals and Blocked Persons maintained by the United States Department of Treasury Office of Foreign Assets Control. To the Knowledge of the Seller, no Governmental Authority is investigating or has since January 1, 2019 conducted, initiated or threatened any investigation of Transferred Entities or any of their respective directors, officers, employees, agents or Representatives, for any alleged material violation of the FCPA or other anti-bribery, anti-corruption, anti-money laundering Laws, sanctions Laws or Trade Control Laws in connection with activities relating to the Business.

SECTION 4.11. Tax Matters.

(a) All income and other material Tax Returns required to be filed by or with respect to a Transferred Entity have been timely filed, all such Tax Returns are correct and complete in all material respects.

(b) All income and other material amounts of Taxes required to have been paid by or on behalf of a Transferred Entity (whether or not shown on any Tax Return) have been timely paid.

(c) All material amounts of Taxes required to be withheld or collected by a Transferred Entity have been withheld and collected and timely paid to the appropriate Governmental Authority.

(d) There is no Tax Action with respect to a material amount of Taxes pending or ongoing or proposed or threatened in writing against a Transferred Entity.

(e) All deficiencies asserted or assessments made as a result of any examination of the Tax Returns filed by or on behalf of the Transferred Entities have been paid in full or otherwise finally resolved.

(f) No Transferred Entity has entered into an agreement waiving or extending any statute of limitations relating to Taxes, and no written request for such a waiver is outstanding (in each case, other than any automatic extensions requested or granted in the ordinary course of business).

(g) There are no Tax rulings, requests for rulings, or closing agreements relating to Taxes for which any Transferred Entity may be liable that could affect such Transferred Entity’s liability for a Taxes for any taxable period ending after the Closing Date.

(h) Any powers of attorney granted by a Transferred Entity prior to the Closing relating to Taxes will terminate and be of no effect following the Closing.

(i) No Transferred Entity is or, during the three (3) years prior to the date of this Agreement, has been a member of any affiliated, consolidated, combined or unitary group for U.S. Federal, state or non-U.S. income Tax purposes, other than any such group consisting solely of Transferred Entities or a Seller Consolidated Group.

(j) No Transferred Entity has any liability for a material amount of Taxes of another Person under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), under any agreement or arrangement, as a transferee or successor, or by contract or otherwise (in each case other than pursuant to any contract entered into in the ordinary course of business, the primary purpose of which is not the allocation or payment of Taxes).

(k) No written claim has been made by a Governmental Authority in a jurisdiction where a Transferred Entity does not file a Tax Return that the Transferred Entity is or may be subject to taxation by such jurisdiction.

(l) No Transferred Entity is party to or bound by any Tax allocation or indemnification agreement (other than (x) agreements entered into in the ordinary course of business the principal purpose of which is not the allocation or indemnification of Taxes, and (y) agreements with members of a Seller Consolidated Group that will be terminated in accordance with Section 7.09(h)).

(m) No Transferred Entity has been a “distributing corporation” or “controlled corporation” in a transaction intended to qualify under Section 355 of the Code in the preceding three (3) years.

(n) No Transferred Entity has participated in any “listed transaction” as defined in U.S. Treasury Regulations Section 1.6011-4(b)(2) (or any other transaction requiring disclosure under a similar provision of state, local or non-U.S. law) and, with respect to each transaction in which any Transferred Entity has participated that is a “reportable transaction” within the meaning of U.S. Treasury Regulation Section 1.6011-4(b)(1), such participation has been properly disclosed on IRS Form 8886 (Reportable Transaction Disclosure Statement) and on any corresponding form required under state, local or non-U.S. law.

(o) To the Knowledge of Seller Group, no Transferred Entity organized under the laws of a country other than the United States (i) has any material item of income which could constitute subpart F income within the meaning of Section 952 of the Code, (ii) is a “passive foreign investment company” within the meaning of Section 1297 of the Code, (iii) is, or has ever been, a “personal holding company” within the meaning of Section 542 of the Code, (iv) is a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or is treated as a U.S. corporation under Section 7874(b) of the Code, (v) has election under Section 897(i) of the Code to be treated as a domestic corporation or (vi) is a “controlled foreign corporation” within the meaning of Section 957 of the Code owned directly or indirectly in accordance with Section 958(a) of the Code by any “United States shareholder” within the meaning of Section 951(b) of the Code.

(p) The Transferred Entities have complied in all material respects with the intercompany transfer pricing provisions of Section 482 of the Code (and any analogous provision of any law relating to Taxes), including, but not limited to, the contemporaneous documentation and disclosure requirements thereunder. All transactions between the Transferred Entities and any current or past Affiliate have been on arm's length terms for purposes of the relevant transfer pricing laws. All related documentation required by such laws has been prepared or obtained and, if necessary, retained.

(q) There are no Liens (other than Permitted Liens) for Taxes upon the Transferred Interests or the Transferred Czech Assets.

(r) No Transferred Entity will be required to remit withholding or other Taxes to any state as a result of the Section 338(h)(10) Election.

(s) The Transferred Chinese Entity has qualified as a “High and New Technology Enterprise” (“HNTE”) under applicable Law for the 2019 through 2021 tax years, and the Transferred Chinese Entity held a valid HNTE certificate with respect to such years. All the relief and/or benefit for HNTE has been claimed by the Transferred Chinese Entity in compliance with the applicable Law; and can be supported by sufficient documentation required under the applicable law. All the Tax relief and/or benefit enjoyed by the Transferred Chinese Entity for the 2019 through 2021 tax years will not be subject to reduction, revocation, cancellation or any other changes (including retroactive changes) in the future.

SECTION 4.12. Employee Benefits.

(a) Section 4.12(a) of the Disclosure Letter lists, as of the date of this Agreement, each material Benefit Plan and separately identifies whether such Benefit Plan is a Business Benefit Plan and/or an Assumed Benefit Plan. The Selling Entities have delivered or made available to the Purchaser the following with respect to each Benefit Plan listed in Section 4.12(a) of the Disclosure Letter, if applicable: (i) a copy of the applicable Benefit Plan (or, in the case of any such Benefit Plan that is unwritten, a description of the material terms thereof) and any amendments thereto, (ii) the most recent annual report on Form 5500 filed with respect to each such Benefit Plan, (iii) the most recent summary plan description for each such Benefit Plan and any summaries of material modification thereto, (iv) the most recent IRS determination or opinion letter and (v) the most recent actuarial valuation report for each such Benefit Plan.

(b) Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, or is the subject of an opinion letter, from the IRS and nothing has occurred that could reasonably be expected to cause such Benefit Plan to cease to be qualified under Section 401(a) of the Code.

(c) Each Assumed Benefit Plan and, except as would not reasonably be expected, individually or in the aggregate, to result in material Liability to a Transferred Entity, each other Benefit Plan and any related trust or funding vehicle, has been operated in all material respects in accordance with its terms and with all applicable Laws including ERISA and the Code.

(d) There are no pending Actions that have been instituted or, to the Knowledge of Seller Group, asserted against any Assumed Benefit Plan, the assets of any trust under such plan or the plan sponsors, the plan administrator or any fiduciary of any such plan (other than routine benefit claims) that could result in the imposition of any material Liability on the Purchaser and there are no investigations or audits by any Governmental Authority of any such Assumed Benefit Plan, any trust under such plan or the plan sponsor, the plan administrator or any fiduciary of any such plan that have been instituted or, to the Knowledge of Seller Group, threatened.

(e) With respect to each Assumed Benefit Plan, the Transferred Entities have made all required material contributions, premiums or payments required to be made on or before their due dates (including permissible extensions).

(f) Except as set forth on Section 4.12(f) of the Disclosure Letter, no Benefit Plan is subject to Title IV or Section 302 of ERISA or Section 412 or 4917 of the Code. None of the Benefit Plans is a Multiemployer Plan, and no member of the Seller Group is obligated to contribute to a Multiemployer Plan on behalf of any Business Employee or Former Employee. With respect to each Transferred Entity, or any Person or entity that would be treated as a single employer with any Transferred Entity, for purposes of Section 414(b), (c), (m) or (o) of the Code, there does not exist, nor do any circumstances exist that would reasonably be expected to result in, any Controlled Group Liability that would result in any material Liability, at or after the Closing, to the Purchaser or any entity that, together with the Purchaser, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code. No circumstances exist that could give rise to a complete, partial or mass withdrawal from a Multiemployer Plan and no member of the Seller Group, including each Transferred Entity has received notice that a Multiemployer Plan is assessing any withdrawal liability that could result in any liability to a Transferred Entity, whether such liability is contingent or otherwise. None of the Transferred Entities has been required to post any security under ERISA or Section 401(a)(29) of the Code with respect to any Assumed Benefit Plan, and no fact or event exists that would reasonably be expected to give rise to any such requirement.

(g) Except as set forth on Section 4.12(g) of the Disclosure Letter, neither the execution and delivery of this Agreement or the consummation of the Transactions will (alone or in combination with any other event) result in a material increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any material compensation or benefits payable to or in respect of any Business Employee, or result in the material breach or violation of or default under, or limit any right to amend, modify or terminate any Business Benefit Plan.

SECTION 4.13. Employment Matters.

(a) The Selling Entities have provided a true and correct list, as of the date hereof, of all Business Employees and Business Service Providers, describing for each, if applicable: (i) employee ID number (with names to be provided prior to Closing in accordance with Section 7.16 and applicable Law), (ii) current position or job title, (iii) classification as an employee, independent contractor, or consultant, (iv) whether classified as exempt or non-exempt for wage and hour purposes, (v) annual base salary or wage rate, target bonus, commission and/or incentive compensation opportunity, (vi) date of hire or service inception, (vii) business location (city, state, country), (viii) name of employer, (ix) active or inactive status (and, if inactive, the type of leave and anticipated return to work date) and (x) visa status, if applicable.

(b) Section 4.13(b) of the Disclosure Letter sets forth, as of the date of this Agreement, a complete and accurate list of all Collective Bargaining Agreements. Within the past three (3) years, except as would not reasonably be expected, individually or in the aggregate, to result in material Liability to a Transferred Entity, (i) no demand for recognition as the exclusive bargaining representative of any Business Employee has been made by or on behalf of any labor

or similar organization; (ii) there has been and is no pending or, to the Knowledge of the Seller, threatened, strike, picketing of any nature, labor dispute, lockout, slowdown or work stoppage by or with respect to the Business Employees; and (iii) there have been and are no organizational campaigns in progress with respect to any of the Business Employees.

(c) Except as would not reasonably be expected, individually or in the aggregate, to result in material Liability to a Transferred Entity, each Transferred Entity is in compliance with all applicable Laws pertaining to employment, employment practices and labor, including, but not limited to, all such Laws relating to requirement for written employment agreements, labor relations, equal employment opportunities, fair employment practices, state and federal WARN Acts, prohibited discrimination or distinction, consultation and/or information, termination and severance pay, retaliation, wages, hours, social insurance and housing fund payment, dispatch labor, compensation, employee classification (either as exempt or non-exempt, or as a contractor versus employee), fringe benefits, affirmative action, immigration, safety and health and workers’ compensation.

(d) Except as set forth on Section 4.13(d) of the Disclosure Letter, (i) the Transferred Entities are not delinquent in any material payments to any Business Employees for any wages or compensation due with respect to any services performed for the Sellers or its Affiliates prior to the date of this Agreement; (ii) as of the date of this Agreement, there are no currently pending, and have not been during the past three (3) years, any material actions, suits, claims, charges, complaints, grievances, arbitrations, investigations or other legal proceedings against the Transferred Entities, or to the Seller Groups’ Knowledge, threatened to be brought or filed, by or with any Person or any Governmental Authority or arbitrator in connection with the employment or engagement of any Business Employee, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage or hours violations, unpaid wages, misclassification, unpaid commissions, wrongful termination or any other employment related matter arising under applicable Laws; (iii) as of the date of this Agreement, none of the employment policies or practices of the Transferred Entities are currently being audited or investigated, or have been audited or investigated during the past three (3) years, or to the Knowledge of the Seller, subject to audit or investigation by any Governmental Authority; (iv) as of the date of this Agreement, the Transferred Entities are not, and during the last three (3) years have not been, subject to any material order, decree, injunction or judgment by any Governmental Authority in respect of any labor or employment matters; and (v) the Transferred Entities are, and have been during the past three (3) years, in compliance in all material respects with the requirements of the Immigration Reform Control Act of 1986.

(e) Except as set forth in Section 4.13(e) of the Disclosure Letter, the Transferred Entities have not, as of the date of this Agreement and during the last three (3) years, experienced a “plant closing,” “business closing,” or “mass layoff” as defined in the WARN Act or any similar state, local or foreign Law affecting any site of employment of the Business Employees or one or more facilities or operating units within any site of employment or facility of the Transferred Entities or their Affiliates.

(f) Except as set forth in Section 4.13(f) of the Disclosure Letter, to the Knowledge of the Seller, during the past three (3) years, (i) no allegations of sexual harassment, sexual discrimination or sexual misconduct have been made against any Business Employee who

is an officer or a director of the Transferred Entities with the title of Vice President or Director or higher, and (ii) the Transferred Entities have not entered into any settlement agreement or conducted any investigation related to allegations of sexual harassment, sexual discrimination or sexual misconduct by any such Business Employee.

SECTION 4.14. Environmental Matters. Except as set forth in Section 4.14 of the Disclosure Letter, (a) each Transferred Entity is, and has been since January 1, 2019, in compliance in all material respects with all applicable Environmental Laws, (b) no Transferred Entity has received any written notice, claim, demand, citation or request for information alleging a material violation of or material liability under any Environmental Law or relating to the release of or exposure to Hazardous Materials, except for matters that have been fully resolved with no ongoing obligations or liabilities, (c) each Transferred Entity possesses, or has timely applied for, and is, and since January 1, 2019 has been, in compliance in all material respects with any Environmental Permit, such Environmental Permits are in full force and effect, and there is no material Action or investigation pending (to the extent Seller has been notified), or to the Knowledge of the Seller, threatened, nor to the Knowledge of Seller is there any investigation under or pursuant to Environmental Law pending or threatened, that seeks the revocation, cancellation, suspension or adverse modification thereof, (d) there is no material Action under or pursuant to any Environmental Law that is pending or, to the Knowledge of the Seller, threatened in writing, nor to the Knowledge of Seller is there any investigation under or pursuant to Environmental Law pending or threatened, against any such Transferred Entity, (e) as of the date of this Agreement, (i) no Transferred Entity has any material outstanding obligation under Environmental Law to conduct any investigation, remediation, response or monitoring activities (“Remedial Activities”) at any Real Property or any other location as the result of any Release of Hazardous Materials and (ii) there has been no Release of, or exposure to, any Hazardous Materials (y) first occurring since January 1, 2019 or, to the Knowledge of Seller, prior to that date on, at, under or from any Real Property or (z) to the Knowledge of the Seller, at any property formerly owned, leased or operated by any Transferred Entity or at any other location, in each of cases (y) and (z), in a manner that could reasonably be expected to give rise to any material obligation to conduct Remedial Activities of or result in any material Liability on the part of any Transferred Entity under Environmental Laws, (f) no Transferred Entity has become subject to any Judgment imposed by any Governmental Authority under which there is any material outstanding or unresolved liability or obligation under Environmental Law on the part of the Transferred Entity, (g) no Transferred Entity has any contractual obligation to indemnify against any material liability of any other Person under any Environmental Laws as to which such entity has received a written claim seeking indemnification for such liability, other than claims that have been fully resolved, and (h) the Seller has made available to the Purchaser true, complete and accurate copies of all material environmental site assessments, environmental remedial reports and environmental compliance audits completed, and all material notices of violation, Judgments, orders, consent decrees, consent agreements and settlement agreements received or entered, since January 1, 2019 or, to the Knowledge of the Seller, prior to that time, in each case in its possession, custody or control that relate to the Business, the Real Property or any property formerly owned, leased or operated by any Transferred Entity. The Celtics SDA is in full force and effect and binding on the parties thereto. The Seller has made available to the Purchaser true and complete copies (including all amendments and modifications thereto) of (i) the Celtics SDA (excluding, for the avoidance of doubt, any schedules or exhibits attached thereto), (ii) Schedule 1.6(b)(vi)(5)(a)(2) and Schedule 1.6(b)(vi)(5)(b) of the Celtics SDA and (iii) the Separation Plan (as defined in the Celtics SDA).

SECTION 4.15. Intellectual Property.

(a) Section 4.15(a) of the Disclosure Letter sets forth a complete and accurate list of all patents, pending patent applications, utility model registrations, registered trademarks, trademark applications, registered copyrights and domain name registrations included in the Transferred Intellectual Property (the “Registered Intellectual Property”) including, in each case where applicable, the title or description, country of filing, owner of record, filing, application, or serial number, date of filing, registration or patent number, and date of registration or issuance, and any other Person that has an ownership interest in any item of Registered Intellectual Property and the nature of such ownership interest. Except as would not reasonably be expected, individually or in the aggregate, to be material to the Business and the Transferred Entities, taken as whole, all of the Registered Intellectual Property is subsisting, and to the Knowledge of the Seller, valid and enforceable and, to the Knowledge of the Seller, there is no reasonable basis for a claim that any Transferred Intellectual Property is invalid or unenforceable.

(b) Except as set forth in Section 4.15(b)(i) of the Disclosure Letter or as would not reasonably be expected, individually or in the aggregate, to be material to the Business and the Transferred Entities, taken as whole, there are no items of Transferred Intellectual Property that are material to the Business that are not Registered Intellectual Property. Except as set forth in Section 4.15(b)(ii) of the Disclosure Letter, no Person that is not a Transferred Entity has alleged in writing that it has or purports to have an ownership interest of any nature (whether exclusively, nonexclusively, jointly with another Person or otherwise) in any Registered Intellectual Property.

(c) Section 4.15(c) of the Disclosure Letter contains a complete and accurate list of each Contract pursuant to which any Transferred Entity is obligated to pay any material royalties or commissions to any other Person upon or for the use of any Company IP.

(d) Each Transferred Entity in all material respects owns or has sufficient rights to use all material Intellectual Property used in or otherwise necessary for the operation of the Business (such Intellectual Property, the “Company IP”). Except as would not reasonably be expected, individually or in the aggregate, to be material to the Business and the Transferred Entities, taken as whole, no member of the Seller Group other than the Transferred Entities owns any right, title, or interest in any Intellectual Property used in or otherwise necessary for the operation of the Business except as provided to the Business under the Transition Services Agreement. Each Company Service Provider who is or, since January 1, 2019 was, involved in the creation or development of any Company Product or any Transferred Intellectual Property for or on behalf of any Transferred Entity has signed a written agreement containing an assignment to such Transferred Entity of all Transferred Intellectual Property created or developed by such Company Service Provider in the course of that Company Service Provider’s work for such Transferred Entity without further payment being owed to such Company Service Provider and without any restrictions or obligations on such Transferred Entity’s ownership and use of such Transferred Intellectual Property.

(e) No Actions are pending or, to the Knowledge of the Seller, threatened in writing and since January 1, 2019, no Transferred Entity has received any written notice or claim, in each case, (i) challenging in any material respect the ownership, validity, enforceability or use by any Transferred Entity of any material Transferred Intellectual Property except as received in

the ordinary course in connection with the prosecution of applications included in the Registered Intellectual Property, or (ii) alleging that any Transferred Entity is infringing, misappropriating or otherwise violating in any material respect the Intellectual Property rights of any Person in connection with the conduct of the Business. To the Knowledge of the Seller, since January 1, 2019 there have been no written notices or claims described in the preceding sentence against any Person who is entitled to be indemnified, defended, held harmless or reimbursed by any Transferred Entity with respect to any such claim.

(f) To the Knowledge of the Seller, (i) no Person is infringing, misappropriating, or otherwise violating, or has, since January 1, 2019, infringed, misappropriated or otherwise violated in any material respect, any material Transferred Intellectual Property and (ii) none of the Transferred Entities, the operation of the Business, or the use of the Company Products as intended by the Transferred Entities is infringing, misappropriating, or otherwise violating, or has, since January 1, 2019, violated, misappropriated or infringed in any material respect the Intellectual Property rights of any other Person. There are no, and, since January 1, 2019, there have been no, pending or, to the Knowledge of the Seller, threatened claims by any of the Transferred Entities against any other Person alleging infringement, misappropriation, or other violation of material Intellectual Property rights.

(g) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Business and the Transferred Entities, taken as whole, each Transferred Entity has taken commercially reasonable measures to (i) protect the confidentiality of trade secrets and other confidential information that are Transferred Intellectual Property and (ii) prevent the unauthorized disclosure of any such trade secrets and other confidential information. To the Knowledge of the Seller, there has been no unauthorized access to, use of, or disclosure of any such trade secrets by any Person since January 1, 2019.

(h) Since January 1, 2019, no funding, facilities or personnel of any Governmental Authority or any university or educational institution were used to develop or create any Transferred Intellectual Property, except for any such funding or use of facilities or personnel that has not resulted in such Governmental Authority or institution obtaining sole or joint ownership rights or any license rights to such Transferred Intellectual Property.

(i) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Business and the Transferred Entities, taken as whole, no act by the Seller or the Transferred Entities in connection with the execution, delivery or performance of this Agreement or any other agreements referred to in this Agreement nor any act by the Seller or the Transferred Entities in connection with the consummation of any of the transactions contemplated by this Agreement or any such other agreement entered into in connection herewith or therewith will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare: (i) a loss of, or Lien (other than a Permitted Lien) on, any Transferred Intellectual Property or any Company Product; (ii) a breach of or default under, or right to terminate or suspend performance of, any Contract involving Company IP; (iii) the release, disclosure or delivery of any Transferred Intellectual Property or Company Product by or to any escrow agent or other Person; (iv) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Transferred Intellectual Property; or (v)

a reduction of any royalties, revenue sharing, or other payments any Transferred Entity would otherwise be entitled to with respect to any Transferred Intellectual Property.

(j) To the Knowledge of the Seller, none of the Company Software contains any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” or “worm” (as such terms are commonly understood in the software industry) or any other code designed or intended to have, or capable of performing, any of the following functions: (i) disrupting, disabling, harming or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed; or (ii) damaging or destroying any data or file without the user’s consent.

(k) No Transferred Entity has any obligation (whether present, contingent or otherwise) to deliver, license or make available, or has delivered, licensed, or made available, the source code for any Company Software to any escrow agent or other Person who is not a current or former employee, contractor or consultant of the Transferred Entities under a duty of confidentiality with respect to such source code.

(l) No Company Software owned by the Transferred Entities uses Open Source Code in a manner that imposes a requirement that any Person be granted a license or covenant not to sue under any patent in any Transferred Intellectual Property or that any Company Software or part thereof: (i) be disclosed or distributed in source code form; (ii) be licensed for the purpose of making modifications or derivative works; or (iii) be redistributable at no charge. Each Transferred Entity’s use, distribution, licensing, and sale of Company Software does not, to the Knowledge of the Seller, violate in any material respect any license terms of any Open Source Code used by such Transferred Entity in such Company Software, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Business and the Transferred Entities, taken as whole.

(m) Each Transferred Entity has taken commercially reasonable steps to maintain and protect the integrity and operation of the IT Systems. There has been no actual or alleged material security breach or material unauthorized access to or use of any of the IT Systems by any other Person. All IT Systems have been properly maintained in all material respects by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards prudent in the industry. The IT Systems are in all material respects in good working condition to effectively perform all information technology operations necessary to conduct the Business. No Transferred Entity has experienced since January 1, 2019 any material disruption to, or material interruption in, the conduct of business attributable to a defect, bug, breakdown or other failure or deficiency of the IT Systems except as has been remedied in all material respects. The Transferred Entities have established an Information Security Program that is appropriately implemented and maintained, and to the Knowledge of the Seller, there have been no material violations of the Information Security Program. The Transferred Entities have assessed and tested the Information Security Program on a periodic basis; remediated all critical risks and vulnerabilities; and the Information Security Program has proven sufficient and compliant with Information Security and Privacy Laws in all material respects. Except as would not reasonably be expected, individually or in the aggregate, to be material to the Business and the Transferred Entities, taken as whole, the IT Systems currently used by the Transferred Entities are in good working condition, do not contain any Malicious Code or defect, and operate and perform

as necessary to conduct the Business. All Company Data will continue to be available for Processing by the Transferred Entities following the Closing on substantially the same terms and conditions as existed immediately before the Closing. Each Transferred Entity and, to the Knowledge of the Seller, each Data Processor, has not suffered a Security Incident, has not been required to notify any Person or Governmental Authority of any Security Incident, and has not been adversely affected by any Malicious Code, ransomware or malware attacks, or denial-of-service attacks on any IT Systems, in each case except as would not reasonably be expected, individually or in the aggregate, to be material to the Business and the Transferred Entities, taken as whole. Since January 1, 2019, neither the Transferred Entities nor any third party acting at the direction or authorization of the Transferred Entities has paid any perpetrator of any actual or threatened Security Incident or cyber-attack, including, but not limited to a ransomware attack or a denial-of-service attack.

(n) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Business and the Transferred Entities, taken as whole, each Transferred Entity (and to the Knowledge of the Seller, each Data Processor) has, at all times since January 1, 2019, conducted the Business in compliance with all applicable Information Security and Privacy Laws, and neither the execution, delivery or performance of this Agreement nor any of the other agreements contemplated by this Agreement, nor the consummation of any of the transactions contemplated by this Agreement or any such other agreements violate any Information Security and Privacy Laws or Company Privacy Policies. Where any Transferred Entity uses a Data Processor to Process Personal Data, the Data Processor has provided guarantees, warranties or covenants in relation to Processing of Personal Data, confidentiality, and security measures, and has agreed to comply with those obligations in a manner sufficient for the Transferred Entities’ compliance in all material respects with Information Security and Privacy Laws.

(o) No Action by any Governmental Authority or Person has been asserted or, to the Knowledge of the Seller, threatened in writing, nor, to the Knowledge of Seller has any investigation by any Governmental Authority been asserted or threatened in writing, in each case against any Transferred Entity alleging a violation in any material respect of any Information Security and Privacy Law by any of them in connection with their conduct of the Business. Except as would not reasonably be expected, individually or in the aggregate, to be material to the Business and the Transferred Entities, taken as whole, the Transferred Entities are not in breach or default of any Contracts relating to the IT Systems or to Company Data and do not transfer Personal Data internationally except where such transfers comply with Information Security and Privacy Laws and Company Privacy Policies.

SECTION 4.16. Real Property.

(a) Section 4.16(a)(i) of the Disclosure Letter is a true, correct and complete list of each real property owned by each Transferred Entity, including any buildings, improvements and fixtures thereon (collectively, the “Owned Real Property”) including the street address and the Transferred Entity which is the owner thereof. Section 4.16(a)(ii) of the Disclosure Letter is a true, correct and complete list of each real property leased, subleased, licensed or occupied by each Transferred Entity (collectively, the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”) and each lease, sublease, license and occupancy agreement demising such Leased Real Property and any amendments, modifications or guarantees thereto

(collectively, the “Real Property Leases”). A true, correct and complete copy of each Real Property Lease has been made available to the Purchaser.

(b) Except as set forth on Section 4.16(b) of the Disclosure Letter, (i) a Transferred Entity has in all material respects good and valid, insurable fee simple title (or the respective foreign analogous interest) to each Owned Real Property, free and clear of all Liens (other than Permitted Liens), (ii) there are no leases, subleases, licenses or other agreements granting to any Person the right to use or occupy any material portion of any Real Property except the Real Property Leases and (iii) the use of any Real Property is not presently impaired by any Permitted Lien in a manner that impacts in any material respect the conduct of the Business consistent with past practice.

(c) With respect to each Real Property Lease, (i) a Transferred Entity has in all material respects a valid leasehold, subleasehold or licensee interest or occupancy right (or the respective foreign analogous interest) in the Leased Real Property, free and clear of all Liens (other than Permitted Liens) and, (ii) except as would not reasonably be expected, individually or in the aggregate, to be material to the Transferred Entities and the Business, taken as a whole, (A) each Real Property Lease is in full force and effect, (B) neither the relevant Transferred Entity, nor, to the Knowledge of the Seller, the landlord, sublandlord or licensor (or the analogous counterparty) under such Real Property Lease is in default thereunder and (C) to the Knowledge of the Seller, no event has occurred that, with or without notice or lapse of time or both, would result in a default by the relevant Transferred Entity, or the landlord, sublandlord or licensor under such Real Property Lease. A Transferred Entity, as applicable, has the right to use all of the Leased Real Property demised by such Real Property Lease for the full term of each such Real Property Lease (and any renewal options) relating thereto. No Transferred Entity has assigned, transferred or pledged any interest in any of the Real Property Leases. A true, correct and complete copy of each Real Property Lease has been made available to the Purchaser.

(d) Neither the whole nor any part of the Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Seller, no such condemnation or other taking is threatened or contemplated. All material buildings, structures, facilities and other improvements located on the Real Property are in all material respects (i) in good operating condition and repair (ordinary wear and tear excepted), (ii) suitable and adequate for continued use in the manner in which they are presently being used and (iii) not the subject of any material deferred maintenance or deferred capital expenditures.

SECTION 4.17. Contracts.

(a) Section 4.17(a) of the Disclosure Letter sets forth a list of all Material Business Contracts as of the date of this Agreement. For purposes of this Agreement, “Material Business Contract” means the Man Contract and any Contract (other than Benefit Plans and Collective Bargaining Agreements) to which a Transferred Entity is a party that:

(i) provides for the formation, creation, governance, economics or control of any joint venture, partnership or other similar arrangement;

(ii) under which other than de minimis Liabilities (A) any Person that is not a Transferred Entity guarantees, directly or indirectly, any Liabilities of any Transferred Entity or (B) any Transferred Entity guarantees any Liabilities of any Person (other than an employee in the ordinary course) that is not a Transferred Entity;

(iii) grants a Lien (other than a Permitted Lien) on any material asset of a Transferred Entity;

(iv) relates to the acquisition or disposition of any business, assets or properties (whether by merger, sale of stock, sale of assets or otherwise) for aggregate consideration under such Contract in excess of $1,000,000 (A) that was entered into after January 1, 2019 or (B) pursuant to which any earn-out, indemnification or deferred or contingent payment obligations remain outstanding that would reasonably be expected to involve payments by any Transferred Entity of more than $1,000,000 after the date of this Agreement (in each case, excluding acquisitions or dispositions of supplies, inventory, merchandise or products in the ordinary course of business);

(v) is a Contract (other than purchase orders) (A) for the purchase of materials, supplies, goods, services, equipment or other assets which provided for aggregate payments by any Transferred Entity of more than $1,000,000 in the year ended December 31, 2020 or December 31, 2021 or (B) with a Material Vendor;

(vi) is a Contract (other than purchase orders) which provided for aggregate payments to any Transferred Entity of more than $1,000,000 in the year ended December 31, 2020 or December 31, 2021;

(vii) contains provisions that (A) prohibit any Transferred Entity from competing in or entering any territory, market or field or freely engaging in business anywhere in the world, or (B) grant a right of exclusivity to any Person, other than (I) Contracts that can be terminated (including such restrictive provisions) by a Transferred Entity on less than ninety (90) days’ notice without payment by any Transferred Entity of any material penalty, (II) the grant of an exclusive rights to purchase or commercialize a Product developed exclusively for such Person that does not materially limit the Transferred Entities’ use of any Products not developed exclusively for such Person and (III) license agreements for Intellectual Property rights limiting any Transferred Entity’s use of such Intellectual Property rights to specified fields of use;

(viii) reflecting a settlement of any threatened or pending Action either (A) entered into since January 1, 2019 and under which a payment in excess of $1,500,000 was made by or on primarily on behalf of any Transferred Entity or (B) containing continuing obligations or restrictions on any Transferred Entity;

(ix) is a Contract relating to the acquisition, transfer, development or sharing of any material Intellectual Property including any joint development agreement, technical collaboration agreement or similar agreement entered into by any Transferred Entity;

(x) is a Contract relating to the license or payment of any royalty or similar payment of any Intellectual Property relating to the settlement of any dispute or potential dispute related to Intellectual Property (other than a license for the use of generally commercially

available, “off-the-shelf” software programs on commercially reasonable terms with an annual fee or replacement cost of less than $100,000 where such software is not distributed by a Transferred Entity or incorporated into any Company Product, and other than non-exclusive licenses granted by a Transferred Entity to its customers in the ordinary course of business in connection with the sale of Company Products which do not contain any material restriction or condition on the use or exploitation of any Intellectual Property by the Business);

(xi) is a Contract which provides for or relates to the items described in clauses (a), (b), (c), (d), and (g) of the definition of Indebtedness; and

(xii) is a Contract with any Governmental Authority.

(b) (i) Each Material Business Contract is valid and binding on the Transferred Entity party thereto, and to the Knowledge of the Seller, each other party thereto, and is in full force and effect, except where the failure to be valid, binding or in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) the Transferred Entity party thereto, and, to the Knowledge of the Seller, any other party thereto, has performed all obligations required to be performed by it under each Material Business Contract, except where such nonperformance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (iii) no Transferred Entity has received written notice of the existence of any breach or default on the part of a Transferred Entity party thereto under any Material Business Contract, except where such default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. With respect to the Man Contract the references to “Transferred Entity” in this Section 4.17(b) shall be deemed to refer to Kollmorgen until the assignment of the Man Contract pursuant to Section 7.18 has been consummated with the consent of the counterparty thereto. A true, correct and complete copy of each Material Business Contract has been made available to the Purchaser.

SECTION 4.18. Insurance. All material insurance policies issued to any member of the Seller Group, solely to the extent such policies provide coverage for the Business, are in full force and effect except for any expiration thereof in accordance with the terms thereof. Except as would not reasonably be expected, individually or in the aggregate, to be material to the Transferred Entities and the Business, taken as a whole, (a) no written notice of cancelation or modification of any such insurance policy has been received other than in connection with ordinary renewals, (b) there is no existing default or event which, with the giving of notice or lapse of time or both, would constitute a default, by any insured thereunder, (c) neither the Selling Entities nor any of their respective Affiliates have made any claim with respect to the Transferred Entities or the Business under any such insurance policy since January 1, 2019 with respect to which an insurer has, in a written notice, questioned, denied or disputed or otherwise reserved its rights with respect to coverage or (d) as of the date of this Agreement, no claim is outstanding under any past or present such insurance policy of any Selling Entity or its applicable Affiliate relating to a Transferred Entity or the Business.

SECTION 4.19. Customers and Vendors. Section 4.19 of the Disclosure Letter sets forth a complete and accurate list of names of (i) the ten (10) largest customers of the Business (measured by aggregate annual contract value of products or services provided to such customer and such customer’s Affiliates) for each of the years ended December 31, 2020 and December 31, 2021

(collectively, “Material Customers”) and (ii) the ten (10) largest vendors of the Business (measured by dollar volume of purchases by the Transferred Entities) for the years ended December 31, 2020 and December 31, 2021 (collectively, “Material Vendors”). There exists no actual or, to the Knowledge of the Seller, threatened termination, cancellation or material limitation of, or any material and adverse modification in, the business relationship of any Transferred Entity or the Business with any Material Customer.

SECTION 4.20. Brokers and Other Advisors. Except for Lazard Ltd., the fees and expenses of which will be paid by the Seller, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of any member of the Seller Group.

SECTION 4.21. Affiliate Agreements. Section 4.21 of the Disclosure Letter sets forth a list of all Affiliate Agreements, other than any Business Benefit Plans.

SECTION 4.22. Warranties; Product Defects. The Seller has made available to the Purchaser: (a) a copy of the forms of written warranties covering Products sold pursuant to a Material Business Contract which have not yet expired (and which warranties may be contained in the underlying Contract) and (b) the warranty expense incurred by the Transferred Entities or by the Seller or its Affiliates with respect to the Business during each of the last three fiscal years on Section 4.22(b) of the Disclosure Letter. To the Knowledge of the Seller, all Products manufactured, distributed, sold or delivered by the Transferred Entities since January 1, 2019, in connection with the Business have been in conformity in all material respects with all applicable written warranties or, to the extent of any non-conformity (in the reasonable judgment of the Transferred Entities), have been remediated, including, but not limited to, through the payment of any warranty claims or replacement of any defective Products. To the Knowledge of the Seller, no material liability exists for any return claim, warranty claim or other obligation to provide parts and service on, or to repair or replace, any products sold or delivered by the Seller or its Affiliates in connection with the Business beyond the amounts reserved for warranty expense reflected in the Financial Statements.

SECTION 4.23. Inventories. The Inventory of the Transferred Entities is reflected on the Financial Statements as of the Balance Sheet Date in a manner consistent in all material respects with GAAP. Except as set forth on Section 4.23 of the Disclosure Letter, all Inventory is located at, or is in transit to or from, the Real Property or any property used by the JVS Czech Entity.

SECTION 4.24. No Other Representations or Warranties. Except for the representations and warranties made by the Seller in this Article IV and in the certificates required to be delivered by the Seller under Section 8.03, no member of the Seller Group nor any other Person makes any other express or implied representation or warranty with respect to the Transferred Entities, the Transferred Interests or the Transferred Czech Assets, or the business, operations, properties, assets, Liabilities, condition (financial or otherwise) or prospects of the Business or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information relating to the Business, notwithstanding the delivery or disclosure to the Purchaser, any of its Affiliates or any of its and their respective Representatives of any documentation, forecasts or other information (in any form or through any medium) with respect to any one or more of the foregoing. In particular, and without limiting the generality of the foregoing, no

member of the Seller Group nor any other Person makes or has made any express or implied representation or warranty to the Purchaser, any of its Affiliates or any of its and their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospective information relating to the Business or (b) except for the representations and warranties made by the Seller in this Article IV and in the certificates required to be delivered by the Seller under Section 8.03, any oral, written, video, electronic or other information presented to the Purchaser, any of its Affiliates or any of its and their respective Representatives in the course of their due diligence investigation of the Business, the negotiation of this Agreement or the course of the Transactions.

ARTICLE V
Representations and Warranties of the Purchaser

The Purchaser represents and warrants to the Seller that, as of the date hereof and as of the Closing Date:

SECTION 5.01. Organization; Standing.

(a) The Purchaser and each of its Affiliates that is or will be party to any Transaction Document (each, a “Purchaser Entity”) is an entity duly organized and validly existing under the Laws of the jurisdiction of its organization and has all requisite power and authority necessary to carry on its business as it is now being conducted.

(b) Each Purchaser Entity is in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization and is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate, reasonably be expected to prevent or materially delay, interfere with, hinder or impair (i) the consummation of any of the Transactions on a timely basis or (ii) the compliance by any Purchaser Entity with its obligations under the Transaction Documents to which such Purchaser Entity is or will be a party.

SECTION 5.02. Authority; Noncontravention.

(a) Each Purchaser Entity has all necessary power and authority to execute and deliver the Transaction Documents to which such Purchaser Entity is or will be a party and to perform its respective obligations hereunder and thereunder and to consummate the applicable Transactions. The execution, delivery and performance by each Purchaser Entity of the Transaction Documents to which such Purchaser Entity is or will be a party, and the consummation by it of the applicable Transactions, have been duly authorized by such Purchaser Entity and no other corporate or similar action on the part of such Purchaser Entity is necessary to authorize the execution, delivery and performance by such Purchaser Entity of the Transaction Documents to which such Purchaser Entity is or will be a party and the consummation by it of the applicable Transactions. This Agreement has been, and each of the other Transaction Documents to which a Purchaser Entity is or will be a party has been or will be, as applicable, duly executed and delivered

by each Purchaser Entity party thereto and, assuming the due authorization, execution and delivery hereof or thereof by the Seller or its applicable Affiliate, each constitutes (or upon the due authorization, execution and delivery hereof or thereof by the applicable Selling Entities will constitute) a legal, valid and binding obligation of each Purchaser Entity party thereto, enforceable against such Purchaser Entity in accordance with its terms, except insofar as such enforceability may be limited by the Bankruptcy and Equity Exception.

(b) Neither the execution and delivery by each Purchaser Entity of the Transaction Documents to which such Purchaser Entity is or will be a party, the consummation by such Purchaser Entity of the Transactions, nor the performance or compliance by such Purchaser Entity with the applicable terms or provisions hereof or thereof, will (i) conflict with or violate any provision of the organizational documents of such Purchaser Entity, (ii) assuming that the Consents referred to in Section 5.03 are obtained prior to the Closing and the filings referred to in Section 5.03 are made and any waiting periods thereunder have terminated or expired prior to the Closing, (A) violate any Law applicable to such Purchaser Entity, (B) violate any Judgment applicable to such Purchaser Entity or (C) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which such Purchaser Entity is a party or give rise to a right of termination, cancelation or acceleration or loss of a material benefit under any such Contract or (D) result in the creation of any Lien (other than a Permitted Lien on any of assets of the Purchaser Entities), except, in the case of the foregoing clause (ii) as would not, individually or in the aggregate, reasonably be expected (I) be material to the business of the Purchase Entity or (iii) to prevent or materially delay, interfere with, hinder or impair (1) the consummation of any of the Transactions on a timely basis or (2) the compliance by any Purchaser Entity with its obligations under the Transaction Documents to which such Purchaser Entity is or will be a party.

SECTION 5.03. Governmental Approvals. Except for filings required under, and compliance with other applicable requirements of, the HSR Act and the Other Required Antitrust Laws, no Consent of any Governmental Authority is necessary for the execution and delivery by each Purchaser Entity of the Transaction Documents to which such Purchaser Entity is or will be a party, the performance by such Purchaser Entity of its obligations hereunder or thereunder and the consummation by such Purchaser Entity of the applicable Transactions, other than such other Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay, interfere with, hinder or impair (i) the consummation of any of the Transactions on a timely basis or (ii) the compliance by any Purchaser Entity with its obligations under the Transaction Documents to which such Purchaser Entity is or will be a party.

SECTION 5.04. Available Funds.

(a) The Purchaser has, and at the Closing will have, sufficient unencumbered cash to pay the Purchase Price and any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses that are the responsibility of the Purchaser hereunder. The Purchaser has the financial resources and capabilities to fully perform all of its obligations under this Agreement and the other Transaction Documents.

SECTION 5.05. Investment Representation. The Purchaser is acquiring the Transferred Interests for its own account with the present intention of holding such securities for investment purposes and not with a view to, or for sale in connection with, any distribution of such securities in violation of any securities Laws. The Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”). The Purchaser understands that the Transferred Interests have not been registered under the Securities Act or any other securities Laws and are being transferred to the Purchaser, in part, in reliance on the foregoing representation.

SECTION 5.06. Brokers and Other Advisors. Except for Goldman Sachs & Co. LLC, the fees and expenses of which will be paid by the Purchaser, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of the Purchaser.

SECTION 5.07. Legal Proceedings. Except as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay, interfere with, hinder or impair, (a) the consummation of any of the Transactions on a timely basis or (b) the compliance by any Purchaser Entity with its obligations under the Transaction Documents to which such Purchaser Entity is or will be a party, there is no (i) pending or, to the Knowledge of the Purchaser, threatened Action or investigation against any Purchaser Entity or (ii) Judgment imposed upon or affecting any Purchaser Entity.

SECTION 5.08. No Other Representations or Warranties. The Purchaser acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Business which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Business and to discuss the Business, the Transferred Entities the Transferred Interests and the Transferred Czech Assets. Except for the representations and warranties expressly set forth in Article IV and in the certificates required to be delivered by the Seller under Section 8.03, the Purchaser hereby acknowledges that no member of the Seller Group, nor any other Person, has made or is making, and Purchaser has not relied on, any other express or implied representation or warranty with respect to the Business, the Transferred Entities, the Transferred Interests or the Transferred Czech Assets, or the operations of the Business, including with respect to any oral, written, video, electronic or other information provided or made available to the Purchaser or any of its Representatives or any oral, written, video, electronic or other information developed by the Purchaser or any of its Representatives. The Purchaser hereby acknowledges (for itself and on behalf of its Affiliates and its and their respective Representatives) that it has conducted, to its satisfaction, its own independent investigation of the Business and its operations, assets and financial condition and, in making its determination to proceed with the Transactions, the Purchaser and its Affiliates and its and their respective Representatives have relied on the results of their own independent investigation.

SECTION 5.09. Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Business by or on behalf of the Purchaser, the Purchaser and its Representatives have received and may continue to receive from the Seller certain estimates, projections, forecasts and other

forward-looking information, as well as certain business and strategic plans and other information, regarding the Business, the Transferred Entities, the Transferred Interests or the Transferred Czech Assets, and the operations of the Business. The Purchaser hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in providing such business and strategic plans and other information, with which the Purchaser is familiar, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business and strategic plans and other information, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans) and that the Purchaser has not relied on any such information.

ARTICLE VI
Covenants Relating to Conduct of Business

SECTION 6.01. Conduct of Business Before the Closing.

(a) Except (w) as required by applicable Law, Judgment or a Governmental Authority, (x) any good faith action or inaction of any Transferred Entity in response to COVID-19 or any COVID-19 Measures, (y) as required or specifically permitted by this Agreement and the other Transaction Documents or (z) as set forth in Section 6.01 of the Disclosure Letter, during the period from the date of this Agreement until the Closing (or such earlier date on which this Agreement is terminated pursuant to Section 9.01), unless the Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, delayed or conditioned), the Seller shall cause the Transferred Entities to use their commercially reasonable efforts to carry on the Business in the ordinary course and to (A) preserve intact the present business organizations and goodwill of the Transferred Entities and the present relationships of the Transferred Entities with customers, employees, suppliers and others having business dealings with the Transferred Entities and (B) maintain and keep in good repair (ordinary wear and tear expected) the properties and assets of the Transferred Entities and the Transferred Czech Assets; provided that no action by any Transferred Entity with respect to matters specifically addressed by Section 6.01(b) shall be deemed to be a breach of this Section 6.01(a) unless such action would constitute a breach of Section 6.01(b).

(b) Except (w) as required by applicable Law, Judgment or a Governmental Authority, (x) except with respect to Sections 6.01(b)(vi) and (vii), any good faith action or inaction of any member of the Seller Group in response to COVID-19 or any COVID-19 Measures, (y) as required or specifically permitted by this Agreement or the other Transaction Documents or (z) as set forth in Section 6.01 of the Disclosure Letter, during the period from the date of this Agreement until the Closing (or such earlier date on which this Agreement is terminated pursuant to Section 9.01), unless the Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, delayed or conditioned), the Seller shall not permit any Transferred Entity to:

(i) issue, sell, grant, deliver, pledge, transfer, encumber or subject to any Lien (other than transfer restrictions under applicable securities Laws or under the organizational documents of the Transferred Entities) any Transferred Interests or grant or promise to grant any

option, warrant or right to acquire any Transferred Interests or other equity securities of any Transferred Entity or issue any security convertible into or exchangeable for such securities;

(ii) create, incur, assume or guarantee any Indebtedness for borrowed money of a Transferred Entity in excess of $1,000,000 in the aggregate;

(iii) sell, lease, transfer, license, assign, abandon, cancel, mortgage, pledge, place a Lien upon (other than a Permitted Lien) or otherwise dispose of any material asset of a Transferred Entity (other than Intellectual Property, which is addressed in clause (xv) below), other than the sale of obsolete, worn-out or excess equipment or assets in the ordinary course of business or sales of goods or services in the ordinary course of business or pursuant to Contracts in existence as of the date of this Agreement;

(iv) acquire any material assets that would constitute assets of a Transferred Entity outside the ordinary course of business, except pursuant to a Contract in existence as of the date of this Agreement;

(v) make any loans, advances (other than accounts receivable), capital contributions or investments for the Business, in each case that would constitute a loan, advance, capital contribution or investment of a Transferred Entity, to any Person outside the Seller Group other than in the ordinary course of business or pursuant to Contracts in existence as of the date of this Agreement;

(vi) (A) adopt, extent, amend or terminate any Assumed Benefit Plan or Collective Bargaining Agreement, or, any Benefit Plan with respect to any Business Employee, (B) increase the compensation or benefits of any Business Employee or (C) take any action to accelerate the vesting or payment of any compensation or benefits for any Business Employee, in each case, except (1) as required by any Benefit Plan or any Collective Bargaining Agreement, (2) for increases in wages, salaries, bonuses and incentives in the ordinary course of business consistent with past practice, (3) as contemplated in Section 7.05 of this Agreement, (4) as may be initiated by the Seller or one or more of their respective Affiliates with respect to employees generally in the applicable jurisdiction or geographic location or (5) arrangements that will not result in any Liability under this Agreement or otherwise to Purchaser or any of its Affiliates;

(vii) transfer internally, or otherwise alter the duties and responsibilities of, any individual (A) who is a Business Employee such that such individual is no longer a Business Employee or (B) who is an employee of the Seller or its Affiliates who is not a Business Employee such that he or she would become a Business Employee, in each case, other than actions that are taken in the ordinary course of business consistent with past practice to fill a vacancy, as part of a normal or planned rotation or upon a termination of employment for cause or due to death or disability;

(viii) make any material changes in financial accounting methods, principles or practices other than (A) changes that are being made to the Seller’s businesses generally in the ordinary course of business or (B) as may be required by GAAP (or any interpretation thereof) or by any applicable Law;

(ix) amend the organizational documents of any Transferred Entity;

(x) except with respect to any Tax Action, enter into any settlement or release with respect to any Action other than (A) any settlement or release that contemplates only the payment of money to be paid prior to the Closing or reflected in Closing Working Capital without any material ongoing limits on the conduct or operation of the Business and results in a release of the claims giving rise to such Action; provided, that the aggregate amount of such payments shall not exceed $3,250,000 in the aggregate, or (B) any settlement or release involving the payment of Liabilities to the extent reflected or reserved against in the Financial Statements;

(xi) knowingly waive any material claims or rights of material value other than waivers granted in the ordinary course of business;

(xii) discharge, cancel or settle any debts (other than notes or accounts receivable, which are addressed in clause (xvii) below) owed to any Transferred Entity, other than in the ordinary course of business consistent with past practice;

(xiii) (A) make, change or revoke any Tax election or Tax accounting method, (B) amend any income Tax Return or other material Tax Return, (C) settle or compromise any material Tax Action, (D) enter into any closing agreement or similar agreement relating to Taxes, (E) otherwise settle any dispute relating to a material amount of Taxes, (F) surrender any right to claim a Tax refund, offset or other reduction in Tax liability, (G) request any ruling or similar guidance with respect to Taxes, (H) prepare or file any Tax Return materially inconsistent with past practice (except as required by applicable Tax law), or (I) consent to an extension or waiver of the limitation period applicable to any material Tax claim or assessment, in each case with respect to any Transferred Entity, except, in each case, with respect to Taxes or a Tax Return of a Seller Consolidated Group;

(xiv) liquidate, dissolve, recapitalize, reorganize or otherwise wind up the business or operations of, or fail to maintain the existence of, any Transferred Entity;

(xv) sell, lease, encumber, dispose of, permit to lapse, transfer, assign or grant any license or sublicense of any material rights under or with respect to any material Transferred Intellectual Property other than non-exclusive licenses granted in the ordinary course of business or disclose any material trade secrets or other material confidential information that is part of the Transferred Intellectual Property other than in the ordinary course of business pursuant to a written confidentiality agreement;

(xvi) make any commitments for capital expenditures by the Transferred Entities in excess of the budgets for the capital expenditure projects set forth on Section 6.01(b) of the Disclosure Letter except for those (A) reasonably required in the event of an emergency, disaster, catastrophe or other similar emergency condition to protect life, employee safety, property or the environment or comply with public health requirements applicable thereto or (B) that don’t exceed $250,000 individually or $500,000 in the aggregate;

(xvii) materially accelerate or delay collection of any notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the business consistent with past practice;

(xviii) renew, amend, voluntarily terminate or waive any material rights under any Material Business Contract or Real Property Lease any Contract entered into after the date of this Agreement that would have been a Material Business Contract or Real Property Lease if in effect on the date of this Agreement, in each case, other than customary modifications in the ordinary course of business and except for renewals, terminations or expirations in accordance with the terms of any Material Business Contract; or

(xix) authorize any of, or commit or agree, in writing or otherwise, to take any of, the foregoing actions.

(c) Notwithstanding anything in this Agreement to the contrary, the Purchaser acknowledges and agrees that on or prior to the Closing Date, the Seller or any of its Affiliates may (but shall have no obligation to) (i) cause or consent to any Transferred Entity distributing Cash to the Seller or any of its Affiliates, (ii) cause (A) the repayment of Indebtedness and the extinguishment of Liens and (B) the settlement, capitalization or cancellation of any intercompany Indebtedness or intercompany Contracts, in the case of clauses (A) and (B) of this clause (ii), in order to facilitate the consummation of the Transactions or (iii) take the actions required by Section 7.18. For the avoidance of doubt, nothing contained in this Agreement is intended to give the Purchaser, directly or indirectly, the right to control or direct the Seller Group’s business, including, prior to the Closing, the Business. Prior to the Closing, the Seller Group shall exercise, subject to compliance with the terms and conditions of this Agreement, complete control and supervision over its businesses and operations. The Seller shall use its commercially reasonable efforts to take or cause to take such actions as are reasonably necessary to prevent the occurrence of, or mitigate the existence of, emergency situations or to address (A) imminent or substantial risks to human health or safety or (B) material damage to the environment, Real Property, material equipment or other material assets of the Seller Group.

ARTICLE VII
Additional Covenants of the Parties

SECTION 7.01. Efforts.

(a) Subject to the terms and conditions of this Agreement, the Purchaser and the Seller each shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the Transactions as promptly as practicable, including using its reasonable best efforts to obtain or make all necessary or appropriate filings under applicable Law. None of the parties shall knowingly take, cause or permit to be taken any action which such party reasonably expects could materially delay or prevent consummation of the Transactions.

(b) Each of the parties hereto agrees to (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions (which shall request the early termination of any waiting period applicable to the Transactions under the HSR Act) and any required notification under any other Antitrust Laws as promptly as reasonably practicable following the date of this Agreement, and in any event within ten (10) business days following the date of this Agreement and (ii) supply as promptly as reasonably practicable any

additional information and documentary material that may be requested pursuant to the HSR Act and such other Antitrust Laws and to promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain all Consents under any Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority, in each case with competent jurisdiction so as to enable the parties hereto to consummate the Transactions as promptly as reasonably practicable and in any event prior to the Termination Date. The Purchaser will not withdraw its initial filing pursuant to the HSR Act or any other Antitrust Law, as the case may be, and refile any of them, unless the Seller has consented in advance to such withdrawal and refiling, in which case such refiling shall be made promptly. The Purchaser shall respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Authority with respect to the Transactions. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing. The Purchaser and the Seller shall jointly, and on an equal basis, (x) control the strategy for obtaining any Consents from any Governmental Authority in connection with the Transactions and (y) coordinate the overall development of the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry or litigation by or before, or any negotiations with, a Governmental Authority relating to the Transactions and of all other regulatory matters incidental thereto. Neither the Purchaser nor Seller shall commit to or agree with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or any other Antitrust Laws or enter into a timing agreement with any Governmental Authority, without the prior written consent of the other party. The parties shall not, and shall cause their Subsidiaries not to, enter into any merger, acquisition or similar transaction, or any agreement to effect any such transaction, that will make it materially more difficult, or materially increase the time required, to (i) obtain the approvals required under the HSR Act and any other Antitrust Law under which approval is required, or (ii) avoid any Restraints.

(c) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing, submission or written communication with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private person, and allow the other party to review in advance and consider in good faith the views of the other party with respect to such filing, submission, or written communication, (ii) keep the other parties hereto informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, other than “4(c) and 4(d) documents” as that term is used in the rules and regulations under the HSR Act, and (iv) to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or

other Person, give the other parties hereto prompt notice of, and the reasonable opportunity to attend and participate in, such meetings and conferences.

(d) Notwithstanding anything in this Agreement to the contrary, in no event shall the Purchaser or any of its Subsidiaries be obligated to, or to agree to, and none of the Business or the Transferred Entities shall agree to (other than at the written request of the Purchaser (provided the effectiveness of any such action is conditioned on the prior occurrence of the Closing)) (i) divest, dispose of or hold separate all or any portion of the businesses or assets of the Purchaser, the Business or the Transferred Entities (other than with respect to businesses or assets of the Business or the Transferred Entities the divestiture, disposition or holding separate of which only would adversely affect the businesses or operations of the Business that are in Brazil), or (ii) consent to or otherwise agree to licenses, restrictions, or limitations on any business, operations, assets, properties or contractual freedoms of any such businesses or operations unless, in the case of clause (ii) only, such licenses, restrictions or limitations (A) would be imposed solely on the business or operations of the Business and the Transferred Entities and (B) would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser and its Subsidiaries or the Transferred Entities, in each case measured on a scale relative to the Business (for the avoidance of doubt, any such licenses, restrictions or limitations to the extent limited to Brazil shall be deemed not material).

(e) Notwithstanding anything in this Agreement to the contrary, it is expressly understood and agreed that the Purchaser shall not have any obligation to litigate or publicly contest (i) any action or proceeding by the FTC, DOJ or other Governmental Authority set forth in Section 8.01(b) of the Disclosure Letter before a court or other Governmental Authority exercising judicial or administrative authority or (ii) any resulting Restraint.

(f) Notwithstanding anything to the contrary in this Agreement, the Seller and its Affiliates shall have no obligation to pay money (other than payment of any applicable filing or registration fees) or offer or make any concession or grant anyaccommodation (financial or otherwise) to any Governmental Authority or other third party in connection with the performance of their respective obligations under this Section 7.01 and the Seller shall not obligate the Transferred Entities to take any of the foregoing actions after the Closing.

(g) As promptly as reasonably practicable after the date hereof, the parties shall use reasonable best efforts to finalize all forms and/or documents required to be filed at the State Administration of Market Regulation of the People’s Republic of China for the purpose of the transfer of the Transferred Interests of the Transferred Chinese Entity to Cummins Ltd., a company formed under the laws of England and Wales, or such other Affiliate of the Purchaser that is designated to receive such transfer pursuant to Section 11.08 of this Agreement (the “Required China Filings”). The parties shall use reasonable best efforts, including reasonable best efforts to pre-clear the form of the Required China Filings with the appropriate Governmental Authorities associated with the State Administration of Market Regulation of the People’s Republic of China, to cause such Governmental Authorities to grant approval of the Required China Filings as promptly as reasonably practicable following Closing. Each party shall promptly notify the other party upon receipt of notice from any Governmental Authority of the PRC indicating that there is a reasonable likelihood that the acceptance, review and/or processing of the Required China Filings will be materially delayed for any reason and, upon receipt of any such notice, the parties

shall negotiate in good faith to reach a mutually acceptable agreement to modify the timing, procedures or structure for the transfer of the Transferred Interests of the Transferred Chinese Entity to eliminate or reduce to the extent possible such anticipated delay. As promptly following Closing as reasonably practicable, the Seller shall cause (and the Purchaser shall use reasonable best efforts to cooperate in causing) the Transferred Chinese Entity to make the Required China Filings and promptly deliver evidence of the valid submission of the Required China Filings to the Seller and the Purchaser. Upon the grant by the State Administration of Market Regulation of the People’s Republic of China of the approval of the Required China Filings (the “China Filing Approval”), (i) the Escrow Agent shall release (and the Purchaser and the Seller shall execute and deliver a joint written instruction to the Escrow Agent instructing it to release) from the Escrow Account the Closing Purchase Price to the Seller (or to one or more Affiliates of the Seller as designated by the Seller in such amounts designated by the Seller) into an account designated by the Seller and (ii) the Seller and the Purchaser shall use commercially reasonable efforts to enable the Transferred Chinese Entity to complete all required procedures at the Ministry of Commerce of the PRC or its competent local counterpart in the province within which the Transferred Chinese Entity is located to reflect the sale and transfer of the Transferred Interests. Prior to the release of the Escrow Amount to the Seller, the Seller shall continue to operate the Transferred Entities in accordance with Section 6.01 as if the Closing had not yet occurred and, during such period, the Seller shall consult with the Purchaser with respect to the operations of the Transferred Entities to the extent reasonably requested by the Purchaser.

SECTION 7.02. Public Announcements. The parties hereto agree that the initial press release to be issued with respect to the Transactions following execution of this Agreement shall be in the form heretofore agreed to by the parties hereto (the “Announcement”). The Purchaser and the Seller shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any other press release or other public statements with respect to the Transactions, and shall not issue any such press release or make any such public statement without the prior consent of the other party following such consultation; provided that in the event that such press release or other public statement shall be required by applicable Law, Judgment, court process or the applicable rules and regulations of any national securities exchange or national securities quotation system, the releasing party shall be required to consult with the other party and give such other party a reasonable opportunity to review and comment on such public statement prior to its release to the extent permitted by Law. Notwithstanding the forgoing, this Section 7.02 shall not apply to any press release or other public statement made by any party hereto which is consistent with the Announcement and the terms of this Agreement and does not contain any information relating to the Transactions that has not been previously announced or made public in accordance with the terms of this Agreement.

SECTION 7.03. Access to Information; Confidentiality.

(a) Subject to applicable Law and any applicable Judgment, between the date of this Agreement and the earlier of the Closing and the valid termination of this Agreement pursuant to Section 9.01, upon reasonable notice, the Seller shall, and shall cause the other members of the Seller Group to, afford to the Purchaser and its Representatives reasonable access during normal business hours to the properties, Records, directors, officers, employees, accountants, counsel and other Representatives of the Transferred Entities as the Purchaser may reasonably request, in each case for the primary purposes of transition and integration planning and confirming compliance

with the terms of this Agreement and the satisfaction of closing conditions hereunder; provided that (i) the Purchaser and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the conduct of the Business and the Retained Businesses; (ii) no member of the Seller Group shall be obligated to provide such access or information if the Seller determines, in its reasonable judgment, that doing so (A) could result in the loss of protectable interests in trade secrets or disclosure of competitively sensitive information of the Seller Group to third parties, (B) would (upon advice of counsel) violate applicable Law, an applicable Judgment or a Contract or obligation of confidentiality owing to a third party, (C) would (upon advice of counsel) jeopardize the protection of an attorney-client privilege, attorney work product protection or other similar legal privilege or (D) would reasonably be prohibited by or inadvisable due to COVID-19 or any COVID-19 Measures; and (iii) the Purchaser shall have no right to conduct any intrusive, invasive or subsurface investigation or sampling of any environmental media or building materials at any Real Property. In any such event, at the Purchaser’s reasonable request, the parties shall use their commercially reasonable efforts to develop an arrangement to provide such access and communicate, to the extent feasible, the applicable information or a portion thereof in a manner that would not violate applicable Law, Judgment or obligation or risk waiver of such privilege or protection or risk such Liability under Contract or prohibited or inadvisable action. All requests for information made pursuant to this Section 7.03 shall be directed to the executive officer or other Person designated by the Seller.

(b) Until the Closing, all information provided by the Seller pursuant to Section 7.03 will be subject to the terms of the letter agreement dated as of July 14, 2021 as amended or supplemented by and among the Seller and the Purchaser (the “Confidentiality Agreement”). Effective upon, and only upon, the Closing, the confidentiality provisions of the Confidentiality Agreement shall terminate with respect to information relating solely to the Business; provided that the Purchaser acknowledges that all of its other obligations under the Confidentiality Agreement, including its obligations of confidentiality and non-disclosure with respect to any and all other information provided to it by or on behalf of the Seller, its Affiliates or any of their respective Representatives concerning the Retained Businesses, the Seller, its Affiliates or any of their respective Representatives (other than solely with respect to the Business) shall continue to remain subject to the terms and conditions of the Confidentiality Agreement, any termination of the Confidentiality Agreement that has occurred or would otherwise occur notwithstanding.

SECTION 7.04. Insurance. The coverage under all insurance policies or self-insurance programs, including those relating to the Transferred Entities, arranged or maintained by the Seller or any of its Affiliates is only for the benefit of the Seller and its Affiliates, and not for the benefit of the Purchaser or any of its Affiliates (including, following the Closing, the Transferred Entities). As of the Closing, the Transferred Entities shall cease to be insured by the insurance policies of the Seller or any of its Affiliates or by any of their respective self-insurance programs. The Purchaser acknowledges and agrees that it is the Purchaser’s sole responsibility to arrange for its own insurance policies or self-insurance programs with respect to the Transferred Entities covering all periods prior to and following the Closing and agrees not to seek, through any means, to benefit from any of the insurance policies of the Seller or any of its Affiliates which may provide coverage for claims relating in any way to the Transferred Entities.

SECTION 7.05. Employee Matters.

(a) Transfer of Business Employees.

(i) On or prior to the Closing, the Seller shall, and shall cause other members of the Seller Group to, take such steps as are required to transfer the employment of each employee of the Seller and its Affiliates who (A) is not a Business Employee or (B) is an Inactive Employee (as defined in paragraph (iii) below) from a Transferred Entity to a member of the Seller Group, as applicable.

(ii) The Purchaser and the Seller understand and intend that the Transfer Regulations will apply to each Automatic Transfer Employee, and the Purchaser shall in respect of such Automatic Transfer Employee accept the transfer of employment to the Purchaser pursuant to the Transfer Regulations.

(iii) No later than ten (10) days prior to the Closing Date, the Purchaser shall offer employment, effective as of 12:01 a.m., local time, on the Closing Date (the “Transfer Time”), to all Offer Employees who on the Closing Date are actively at work (each, an “Active Offer Employee”). With respect to Offer Employees located in India and Japan, provided the Seller transfers (or agrees to transfer) any funded or unfunded accrued amounts with respect to severance or gratuity relating to such Offer Employees to Purchaser immediately following the Closing Date, the Purchaser or its applicable Affiliate shall make offers of employment that contractually honor such Offer Employees’ continuous service with the Seller. For purposes of this Agreement, any Offer Employee who is not actively at work on the Closing Date due to a short-term absence (including due to vacation, holiday, illness or injury of shorter duration than a long-term disability, jury duty, bereavement leave or short-term disability) in accordance with applicable policies of the Seller shall be deemed an Active Offer Employee. With respect to each Offer Employee who is not an Active Offer Employee as of the Closing Date (an “Inactive Employee”), the Purchaser or its applicable Affiliate (including at that date, the Transferred Entities) shall make offers of employment to each such Inactive Employee effective as of the date on which such Inactive Employee presents himself or herself to the Purchaser for active employment within twelve (12) months following the Closing Date (or eighteen (18) months following the Closing Date in the case of a workers’ compensation related absence) to the same extent, if any, as the Seller would be required to reemploy such Inactive Employee in accordance with its policies as in effect on the Closing Date and Applicable Law. The Seller agrees to promptly notify, or cause its applicable Affiliate to notify, the Purchaser upon receiving notice of an Inactive Employee’s pending return to work. The Purchaser shall provide each Offer Employee with an offer of employment and employment terms that satisfy the Purchaser’s covenants in this Section 7.05. Each Offer Employee who becomes an employee of the Purchaser by acceptance of the Purchaser’s offer of employment shall be a Transferred Employee. The Purchaser shall reimburse the Seller promptly for any payments made by Seller under a Seller Benefit Plan in respect of an Inactive Employee’s participation in such Seller Benefit Plan on or after the Closing Date and prior to the earlier of the date such Inactive Employee becomes a Transferred Employee or terminates employment with the Seller Group, in each case upon periodic billing for such amounts (including, for the avoidance of doubt, any ancillary payments or costs, such as increased premiums, that result from an Inactive Employee’s participation in a Seller Benefit Plan on or after the Closing Date). In the case of any Inactive Employee who becomes a Transferred Employee

following the Closing Date, all references in this Agreement to the Transfer Time or to the Closing or the Closing Date (other than reference to the Closing Date in the immediately preceding sentence) shall be deemed to be references to 12:01 a.m. on the date that such individual becomes a Transferred Employee. Nothing herein shall be construed as a representation, warranty, covenant or guarantee by the Seller that some or all of the Business Employees will accept the offer of employment from the Purchaser. Any such offer of employment to an Offer Employee will be specifically subject to and contingent on the Closing. If the Closing does not occur, the Purchaser shall not be required to hire any of the Offer Employees and the Purchaser shall have no Liability to any of the Offer Employees. The Seller shall use commercially reasonable efforts to provide to the Purchaser any information or documents that the Purchaser may reasonably request to allow the Purchaser or its Affiliates to submit offers to Offer Employees that comply with Section 7.05(iv) within ten (10) business days following such request, including but not limited to information or documents relating to the Offer Employees’ terms of employment, pension and life assurance arrangements, health or welfare benefits, or any other matter concerning the Offer Employees’ representatives, staff associations, works councils, health and safety committees, trade unions, or labor boards, or relating to a Collective Bargaining Agreement or collective grievances, in each case, to the extent permitted under applicable Law.

(iv) It is understood and agreed that (A) the expressed intention of the Purchaser to extend offers of employment as set forth in this Section 7.05 shall not constitute any commitment, Contract or understanding (express or implied) of any obligation on the part of the Purchaser to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that the Purchaser may establish pursuant to individual offers of employment, and (B) other than the Offer Employees located in India and Japan, employment offered by the Purchaser is “at will” and may be terminated by the Purchaser or by an employee at any time for any reason (subject to any written commitments to the contrary made by the Purchaser or an employee and the Law). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of the Purchaser to terminate, reassign, promote or demote any Transferred Employee after the Closing.

(b) Compensation and Employee Benefits.

(i) Compensation and Benefits Comparability. With respect to U.S. Transferred Employees, for a period beginning on the Closing and ending on the one-year anniversary of the Closing (the “Continuation Period”), the Purchaser shall, or shall cause its Affiliates to, provide to each Transferred Employee during his or her employment with the Purchaser and its Affiliates (A) a base salary or wage rate and target annual cash bonus opportunities and other cash incentive opportunities that are no less favorable in the aggregate than those in effect for each such Transferred Employee immediately prior to the Closing, (B) other compensation and benefits (including retirement, health and welfare and fringe benefits, and the grant-date value of restricted stock and other equity or equity-based awards, but excluding qualified and non-tax qualified defined benefit plans) that, in the aggregate, are substantially comparable in value to those in effect for each such Transferred Employee immediately prior to the Closing and (C) severance payments and benefits that are no less favorable than the severance payments and benefits provided to similarly situated employees of the Purchaser and its Affiliates at the time of such termination of employment. For the avoidance of doubt, Purchaser is not obligated to provide equity or equity-based awards to Transferred Employees to meet its obligation

under clause (B) and may satisfy its obligations pursuant to the preceding sentence by providing cash payments or other benefits in lieu of equity compensation benefits. Without limiting the generality of this Section 7.05(b)(i) or the Purchaser’s obligations hereunder, with respect to U.S. Transferred Employees covered by a Collective Bargaining Agreement, effective from and after the Closing Date, the Purchaser and its Affiliates shall comply with applicable Law concerning such Collective Bargaining Agreement in the context of this Agreement.

(ii) Service Credit. With respect to each U.S. Transferred Employee who is not an Offer Employee, from and after the Closing Date, the Purchaser shall, or shall cause its Affiliates (including the Transferred Entities) to, provide credit (without duplication) to each Transferred Employee for his or her service recognized by the Seller and its Affiliates and their respective predecessors before the Closing Date for purposes of eligibility, vesting, or the calculation of vacation, paid time off and severance entitlements to the same extent and for the same purposes as such service was credited under any similar Benefit Plan in which such Transferred Employee participated or was eligible to participate immediately prior to the Closing Date, provided that such service shall not be recognized for purposes of benefit accrual under any defined benefit pension plan or retiree medical plan or to the extent that such recognition would result in a duplication of benefits or for purposes of any frozen or discontinued Benefit Plan or any frozen or discontinued portion of a Benefit Plan.

(iii) Pre-Existing Conditions; Coordination. The Purchaser shall, or shall cause its Affiliates to, provide that no pre-existing conditions, exclusions or waiting periods shall apply to Transferred Employees under the benefit plans provided for those employees except to the extent such condition or exclusion was applicable to an individual Transferred Employee prior to the Closing Date. With respect to the plan year during which the Closing occurs, the Purchaser shall use commercially reasonable efforts to provide each Transferred Employee with credit for deductibles and out-of-pocket requirements paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any employee benefit plan of the Purchaser or its Affiliates in which such Transferred Employee is eligible to participate following the Closing Date.

(iv) Non-U.S. Transferred Employees.

(a) Notwithstanding any other provision of this Section 7.05 to the contrary, for the Continuation Period, with respect to (i) any Automatic Transfer Employee who becomes a Non-U.S. Transferred Employee, the Purchaser or its Affiliates shall provide to such employee terms and conditions of employment (including seniority and other service credit) as required by the Transfer Regulations and other applicable Law, which for the avoidance of doubt, shall generally require Purchaser to maintain each such employee’s terms and conditions of employment as in effect immediately prior to the Closing Date, subject to certain limited statutory exceptions, and (ii) with respect to each Offer Employee who becomes a Non-U.S. Transferred Employee (A) a base salary or wage rate and target annual cash bonus opportunities and other cash incentive opportunities that are no less favorable in the aggregate than those in effect for each such Transferred Employee immediately prior to the Closing, (B) other compensation and benefits (including retirement, health and welfare and fringe benefits, and the grant-date value of restricted stock and other equity or equity-based awards, but excluding qualified and non-tax qualified defined benefit plans) that, in the aggregate, are substantially comparable in value to those in effect

for each such Transferred Employee immediately prior to the Closing and (C) severance payments and benefits that are no less favorable than the severance payments and benefits provided to similarly situated employees of the Purchaser and its Affiliates at the time of such termination of employment. For the avoidance of doubt, Purchaser is not obligated to provide equity or equity-based awards to Transferred Employees to meet its obligation under clause (B) and may satisfy its obligations pursuant to the preceding sentence by providing cash payments or other benefits in lieu of equity compensation benefits or other benefits the Purchaser is unable to replicate or are unduly onerous on the Purchaser to provide (unless otherwise required by applicable Law). Without limiting the generality of this Section 7.05(b)(iv)(a) or the Purchaser’s obligations hereunder, with respect to Transferred Employees covered by any Collective Bargaining Agreement, effective from and after the Closing Date, the Purchaser and its Affiliates shall comply with applicable Law concerning such Collective Bargaining Agreement in the context of this Agreement.

(v) COBRA. Any Former Employee who has experienced a qualifying event under the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Section 601 et seq. of ERISA and at Section 4980B of the Code (“COBRA”) and his or her dependents who are receiving benefits pursuant to COBRA under a Benefit Plan that is not an Assumed Benefit Plan (a “Seller Benefit Plan”) as of the Closing shall be permitted to continue receiving benefits pursuant to COBRA under such Seller Benefit Plan following the Closing.

(vi) Severance or Other Termination Liabilities. The Seller and the Purchaser intend that the Transactions should not constitute a separation, termination or severance of employment of any Business Employee prior to or upon the occurrence of the Closing Date, including for purposes of any Business Benefit Plan that provides for separation, termination or severance benefits, and that such employee shall have continuous and uninterrupted employment immediately before and immediately after the Closing Date, and Seller and the Purchaser shall, and shall cause their respective Affiliates to, comply with any requirements under applicable Law to ensure the same. In the case of any Offer Employee whose employment is terminated by the Seller as a result of receiving an offer of employment from Purchaser that does not comply with the requirements of this Agreement, Purchaser shall reimburse Seller for the cost of any severance payments or other separation benefits (including the employer-paid portion of any employment taxes) resulting therefrom and paid by the Seller to such Offer Employee. In the event an Offer Employee does not accept an offer of employment from Purchaser that complies with the requirements of this Agreement, the Seller shall be liable for, and shall indemnify the Purchaser with respect to, all amounts due in connection with the employment or termination of such Offer Employee, including any severance or other amounts payable on the termination of such Offer Employee.

(vii) Workers’ Compensation. The Seller and its Affiliates shall be responsible for all claims for workers’ compensation benefits that are incurred prior to the Closing Date by any Business Employee. The Purchaser and its Affiliates shall be responsible for all claims for workers’ compensation benefits that are incurred on or after the Closing Date by any Transferred Employee, provided that in the case of a claim for workers’ compensation benefits that is incurred pursuant to a policy that is held by a Transferred Entity, such claim shall be the responsibility of the Transferred Entity regardless of whether it was incurred prior to, on or after the Closing. A claim for workers’ compensation benefits shall be deemed to be “incurred” for

purposes of this Section 7.05(b)(viii) when the event giving rise to the claim first occurs, regardless of when an individual submits a claim for workers’ compensation benefits.

(viii) Incentive Compensation.

(a) The Seller shall, or shall cause its applicable Affiliate to, pay outstanding annual cash incentive payments or other incentive compensation for each performance period in effect at the Closing Date under each cash incentive compensation bonus plan of the Seller and its Affiliates in which any Transferred Employee participates; provided, however that such bonus payments shall be determined assuming achievement of all performance goals at the target level and be prorated for the portion of the year that elapsed as of the Closing Date. Such payments shall be made by the Seller or its applicable Affiliate to plan participants through its payroll systems as soon as reasonably practicable but in any event no later than the second payroll date that occurs after the Closing Date.

(b) For the avoidance of doubt, to the extent that the Closing Date occurs following the end of a performance period with respect to the annual cash incentive plans or any other applicable annual cash bonus plan in which any Transferred Employee participates and before the payment of such cash bonuses or other incentive payments for such completed performance period, the Purchaser shall pay to each Transferred Employee the bonus to which the Transferred Employee would be entitled for such performance period based on actual performance (the “Closed Performance Period Bonus Amounts”).

(ix) Vacation and Paid Leave. During the Continuation Period, the Purchaser shall, and shall cause its Affiliates, to assume and honor all accrued but unused vacation and other paid time-off of the Transferred Employees.

(x) Seller Benefit Plans. From and after the Closing Date, the Transferred Employees shall cease to be active participants in the Benefit Plans that are not Assumed Benefit Plans. The Purchaser and its affiliates shall not have any obligations or Liabilities under or with respect to, or receive any right or interest in any trusts relating to, any assets of or any insurance, administration or other contracts pertaining to, any such Benefit Plan.

(c) Assumed Benefit Plans. The Purchaser and its Affiliates shall assume all assets and Liabilities related to all Assumed Benefit Plans.

(d) Defined Contribution Plans.

(i) Effective as of the Closing, the Purchaser shall create or designate defined contribution pension plans (collectively, the “Purchaser DC Plans”) for the benefit of the Transferred Employees who participated in one or more of the defined contribution pension plans maintained by the Seller or its Affiliates that are intended to be qualified under Section 401(a) of the Code immediately prior to the Closing Date (collectively, the “Business DC Plans”). Such Transferred Employees are referred to hereinafter as the “DC Employees”. The DC Employees shall be given credit under the respective Purchaser DC Plan for all service with and compensation from the Seller and its Affiliates and their respective predecessors as if it were service with and compensation from the Purchaser for purposes of determining eligibility and vesting under each

respective Purchaser DC Plan. The applicable Purchaser DC Plans shall be tax-qualified in the same manner as the corresponding Business DC Plans.

(ii) Each Purchaser DC Plan or policies thereunder will provide for the receipt in kind from the DC Employees of “eligible rollover distributions” (as such term is defined under Section 402 of the Code), including notes corresponding to a maximum of five (5) loans per participant. Purchaser and the Seller shall cooperate in order to facilitate any such distribution or rollover and to effect an eligible rollover distribution for those DC Employees who timely elect to rollover their account balances, including notes, directly into a Purchaser DC Plan.

(e) Cafeteria Plan. Effective as of the Closing Date, the Purchaser shall, and shall cause its Subsidiaries to, have in effect flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (“Purchaser’s Cafeteria Plan”). The Purchaser shall cause Purchaser’s Cafeteria Plan to accept a spin-off of the flexible spending reimbursement accounts from Seller’s Health Care Spending Account Plan (“Seller’s Cafeteria Plan”) and shall honor and continue through the end of the calendar year in which the Closing Date occurs the elections made by each U.S. Transferred Employee under the Seller’s Cafeteria Plan in respect of the flexible spending reimbursement accounts that are in effect as of the Closing Date. As soon as practicable following the Closing Date, the Seller shall cause to be transferred from Seller’s Cafeteria Plan to Purchaser’s Cafeteria Plan the excess, if any, of the aggregate accumulated contributions to the flexible spending reimbursement accounts made during the year in which the Closing Date occurs (and the prior year to the extent such contributions remain available for reimbursement of expenses under the flexible spending reimbursement accounts during the year in which the Closing Date occurs) by U.S. Transferred Employees over the aggregate reimbursement payouts made for such years from such accounts to the U.S. Transferred Employees, in each case, as of the date of such transfer. Effective as of the Closing Date, the Purchaser shall assume and be solely responsible for all claims by U.S. Transferred Employees under Seller’s Cafeteria Plan, whether incurred prior to, on or after the Closing Date, that have not been paid in full as of the Closing Date, and, following the Closing Date, the Purchaser shall indemnify the Seller and its Subsidiaries from and against any Losses incurred with respect to any and all claims for reimbursement under Seller’s Cafeteria Plan with respect to U.S. Transferred Employees that are not paid in full as of the Closing Date.

(f) Labor and Employment Law Matters. The Purchaser and the Seller shall, and shall cause their applicable Affiliates to, (i) comply with, on a timely basis, their obligations under the Transfer Regulations or otherwise as are required under applicable Law or any Collective Bargaining Agreement, including obligations to notify, consult with, or negotiate the effect, impact, terms or timing of the Transactions with each works council, union, labor board, employee group, employees, or Governmental Authority where so required under applicable Law arising from or in connection with the Transactions (the “Transaction Obligations”); and (ii) cooperate to ensure compliance with the Transaction Obligations. The Seller shall provide regular status updates to the Purchaser on the progress of such notifications, consultations and negotiations with each works council, union, labor board, employee group, employees and Governmental Authority regarding the effect, impact or timing of the Transactions. Where required under applicable Law, the Purchaser or its applicable Affiliate shall become a party to any Collective Bargaining Agreement with respect to any Transferred Employee and shall, or shall cause its Affiliates to, be responsible for all Liabilities arising under any Collective Bargaining Agreement with respect to

any Transferred Employee. The Purchaser shall, or shall cause its Affiliates to, join any industrial, employer or similar association or federation if membership is required for the currently applicable Collective Bargaining Agreement to continue to apply.

(g) Work Authorization Matters. Each of the Seller and the Purchaser shall, or shall cause their respective Affiliates to, cooperate and use commercially reasonable efforts to preserve the current nonimmigrant visa status and work authorization of any foreign national Business Employee who, on the Closing Date, is employed pursuant to an H-1B petition or other nonimmigrant petition sponsored by the Business.

(h) WARN. On or before the Closing Date, the Seller shall provide to the Purchaser an accurate and complete list of the employees, by position and location, who have experienced, or will experience, an “employment loss” (as defined in WARN) within ninety (90) days prior to the Closing, along with the date of the employment loss. Provided that the aforementioned list is accurate and complete as of the Closing Date, the Purchaser shall, and shall cause each of its applicable Affiliates to, provide any required notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended and any similar state or local Law (“WARN”), with respect to events occurring on or after the Closing with respect to the Transferred Employees.

(i) Employment Records. As of the Closing Date, the Seller shall, to the extent permitted by applicable Law, provide to the Purchaser and its Affiliates copies of all employment records for each Transferred Employee required to be provided to the Purchaser and its Affiliates under applicable Law or as necessary for the Purchaser to establish payroll systems or employee benefit plans as of the Closing Date. The Seller shall be permitted to retain copies of such employment records in accordance with applicable Law. Purchaser and its Affiliates shall ensure that all such records are used and maintained in accordance with applicable Law.

(j) Payroll Reporting. In the United States, pursuant to IRS Revenue Procedure 2004-53, the Purchaser and the Seller and their respective Affiliates shall apply the “standard” method for purposes of employee payroll reporting with respect to any Business Employee.

(k) Communications. Prior to the Closing, any employee notices or communication materials (including website postings) from the Purchaser or its Affiliates to the Business Employees, including notices or communication materials with respect to employment, compensation or benefits matters addressed in this Agreement or related, directly or indirectly, to the Transactions or employment thereafter, shall be subject to the prior review and comment of the Seller, provided that the Seller shall not unreasonably delay review and comment or withhold approval to distribute any such notices or communication materials.

(l) No Third-Party Beneficiary Rights. This Section 7.05 is included for the sole benefit of the parties to this Agreement and their respective transferees and permitted assigns and does not and shall not create any right in any Person, including any current or former employee of the Seller or any of its Affiliates, any Business Employee or any Former Employee, who is not a party to this Agreement. Nothing contained in this Agreement (express or implied) is intended to (i) create or amend, or require the Purchaser or its Affiliates to establish or maintain, any employee benefit plan or arrangement or (ii) confer upon any individual any right to employment for any

period of time, or any right to a particular term or condition of employment. No current or former employee of the Seller or any of its Affiliates, any Business Employee or any Former Employee, including any beneficiary or dependent thereof, or any other Person not a party to this Agreement, shall be entitled to assert any claim against the Purchaser, the Seller or any of its Affiliates under this Section 7.05.

(m) Labor and Employment Indemnities. The Seller shall indemnify the Purchaser and its Affiliates for any liability (including legal or other advisor costs) incurred by the Purchaser and/or its Affiliates arising from or in connection with (i) the employment or termination of any employee of the Seller or its Affiliates other than a Business Employee (an “Undisclosed Employee”) who (A) is employed by a Transferred Entity at the Closing Date; or (B) transfers to (or alleges transfer to), or is deemed to become employed by, the Purchaser or an Affiliate on or after the Closing Date in connection with the transactions contemplated by this Agreement; in each case provided the Purchaser or applicable Affiliate terminates the employment of such Undisclosed Employee within thirty (30) business days (or such longer period required under applicable Law) of the Purchaser or the relevant Affiliate becoming aware of such Undisclosed Employee remaining employed by the applicable Transferred Entity, or having transferred to (or such transfer having been alleged), or been deemed to become an employee of, the Purchaser or applicable Affiliate; provided that Seller’s obligations under clause (i) shall cease on the six (6) month anniversary of the Closing Date; and (ii) any failure by Seller or its Affiliates to comply with its or their Transaction Obligations (save where such failure is caused by an act or omission of the Purchaser or its Affiliates). The Purchaser shall indemnify the Seller and its Affiliates for any liability (including legal or other advisor costs) incurred by the Seller and/or its Affiliates arising from or in connection with any failure by the Purchaser or its Affiliates to comply with its or their Transaction Obligations (save where such failure is caused by an act or omission of the Seller or its Affiliates).

SECTION 7.06. Post-Closing Access.

(a) Each of the Purchaser and the Seller agrees that it shall, and shall cause its Affiliates to, preserve and keep the books of accounts and financial and other records held by it relating to the Business (including accountants’ work papers) for a period of seven (7) years from the Closing Date; provided that prior to disposing of any such records after such period, the applicable Person shall provide written notice to the other party of its intent to dispose of such records and shall provide such party with the opportunity to take ownership and possession of such records (at such party’s sole expense) within sixty (60) days after such notice is delivered. If either party does not confirm their intention in writing to take ownership and possession of such records within such sixty (60)-day period, the Person who possesses the records may proceed with the disposition of such records.

(b) After the Closing, the Seller and the Purchaser shall make, or cause to be made, all Records and other information and all employees and auditors, in each case, relating to the Business (including by making them available for interviews, review of files or pleadings, preparation and provision of witness statements, depositions, interrogatories, testimony, investigation and preparation in connection with any negotiations, legal or arbitration Action) available to the other, at such times and places as may be reasonably required by such party, and at the sole expense of the requesting party, (i) in connection with any Action involving or

insurance claims by the Seller or the Purchaser, respectively, or any of their respective Affiliates, (ii) in order to enable the Seller or the Purchaser to comply with its obligations under this Agreement or any of the other Transaction Documents or (iii) for any other reasonable business purpose relating to the Seller, the Purchaser or any of their respective Affiliates, but excluding, in each case, any dispute between the Seller or any of its Affiliates, on the one hand, and the Purchaser or any of its Affiliates, on the other hand, except as would be required by applicable civil process or applicable discovery rules; provided that the reviewing party and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the conduct of the Business or the Retained Businesses, as applicable; provided, further that no party shall be obligated to provide such access or information if such party determines, in its reasonable judgment, that doing so would (A) result in the disclosure of trade secrets or competitively sensitive information of such party to third parties, (B) (upon advice of counsel) violate applicable Law, an applicable Judgment or a Contract or obligation of confidentiality owing to a third party, (C) (upon advice of counsel) jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege or (D) reasonably be prohibited by or inadvisable due to COVID-19 or any COVID-19 Measures. In any such event, at the requesting party’s reasonable request, the parties shall use their commercially reasonable efforts to develop an arrangement to provide such access and communicate, to the extent feasible, the applicable information or a portion thereof in a manner that would not violate applicable Law, Judgment or obligation or risk waiver of such privilege or protection or risk such Liability under Contract or prohibited or inadvisable action; provided that (i) the disclosing party shall not be required to incur any costs or expenses in connection therewith and (ii) if the Seller is the disclosing party, the Seller may redact portions of any information provided pursuant to this Section 7.06(b) to the extent such portions relate exclusively to the Retained Businesses. All requests for information made pursuant to this Section 7.06(b) shall be directed to the executive officer or other Person designated by the relevant disclosing party.

SECTION 7.07. Fees and Expenses. Except as specifically set forth herein, all fees and expenses incurred in connection with the Transactions shall be paid by the party incurring such fees or expenses.

SECTION 7.08. Intercompany Accounts; Affiliate Agreements.

(a) Prior to the Closing, the Seller shall cause any amounts owed to or by any member of the Seller Group or Affiliate thereof, on the one hand, from or to the Business or the Transferred Entities, on the other hand (other than (i) pursuant to, or in accordance with, the Transaction Documents and (ii) amounts owed to or by any Transferred Entity from or to any other Transferred Entity), to be canceled, settled or otherwise discharged without any further or continuing Liability on the part of the Business or the Transferred Entities.

(b) The Seller shall cause all Contracts relating to the Business or the Transferred Entities or pursuant to which the Business or the Transferred Entities receives a benefit or is subject to an obligation, in each case which are made solely between or among members of the Seller Group, including any Contract to which any member of the Seller Group (other than the Transferred Entities), on the one hand, and a Transferred Entity, on the other hand are parties (each, an “Affiliate Agreement”), and Contracts entered into after the date hereof that would be Affiliate Agreements if in effect as of the date hereof, other than any Transaction Document, to be

settled and terminated with respect to the Business and the Transferred Entities prior to the Closing without any further or continuing Liability on the part of the Purchaser or any of its Affiliates or any Transferred Entity.

SECTION 7.09. Tax Matters.

(a) Transfer Taxes. Notwithstanding anything herein to the contrary, Purchaser shall pay (or otherwise bear) 100% of any transfer, documentary, sales, use, value-added, stamp, registration and other similar Taxes or notarial fees (excluding, for the avoidance of doubt, income Taxes imposed by the PRC that are governed by Section 2.05(b)) incurred in connection with the transactions contemplated under this Agreement and the Local Transfer Agreement (collectively, “Transfer Taxes”). The party responsible under applicable Law for filing the Tax Returns with respect to any such Transfer Taxes shall prepare and timely file such Tax Returns after providing the other party with a reasonable opportunity to review and comment on such Tax Returns. The Seller and the Purchaser shall, and shall cause their respective Affiliates to, reasonably cooperate to timely prepare and file any Tax Returns or other filings relating to such Transfer Taxes, including any available claim for exemption or exclusion from the application or imposition of any Transfer Taxes.

(b) Carrybacks. Purchaser, on its own behalf and on behalf of its Affiliates and to the extent permitted by applicable Law, shall waive any right to use or apply in any Pre-Closing Tax Period any Tax asset, including any net capital loss, net operating loss, foreign Tax credit or research and development credit, of any Transferred Entity arising in any taxable period ending after the Closing Date.

(c) Tax Cooperation.

(i) Except as otherwise expressly provided in this Section 7.09, the Seller and the Purchaser shall, and shall cause their respective Affiliates and Representatives to, reasonably cooperate in connection with the filing of any Tax Return, any Section 338(h)(10) Election, determining a Liability for Taxes or the conduct of any Tax Action, in each case with respect to the Transferred Entities, the Business or Transfer Taxes for any Pre-Closing Tax Period, which cooperation shall include supplying any information in such Person’s possession that is reasonably requested in connection with any such Tax Return or Tax Action, provided that in no event (including pursuant to Section 7.06) shall the Seller be required to provide to any Person any Tax Return of a Seller Consolidated Group (it being understood that the Seller shall use commercially reasonable efforts to provide a redacted or pro-forma version of any such information reasonably necessary to Purchaser) and neither the Purchaser nor any of its Affiliates shall have any rights with respect to any Tax Action involving a Seller Consolidated Group. Purchaser shall use its commercially reasonable efforts to, and shall cause its Affiliates (including after Closing, the Transferred Entities) to use their commercially reasonable efforts to, take all actions (and refrain from taking certain actions) to the extent necessary to allow Seller to comply with its obligations with respect to the Business set forth in Section 2.6 (including, for the avoidance of doubt, by paying over to Seller any amounts received by the Purchaser that the Seller is required to pay Celtics under Section 2.6(c) of the Celtics TMA), Article III, Article IV, Section 7.1 and Article VIII of the Celtics TMA.

(ii) Subject to the last sentence of clause (i) of this Section 7.09(c), each party shall retain all Tax Returns, schedules and work papers, and all material records and other documents relating to Tax matters of the Transferred Entities (other than any such records or documents that relate solely to a Seller Consolidated Group) for all Pre-Closing Tax Periods and Straddle Periods until the expiration of the statute of limitations for the Tax periods to which the Tax Returns and other documents relate. Thereafter, the party holding such Tax Returns or other documents may dispose of them after offering the other party reasonable notice and opportunity to take possession of such Tax Returns and other documents at such other party’s own expense (provided that any such notice must in any event be made in writing at least sixty (60) days prior to such disposition). Notwithstanding the foregoing, the Seller (A) shall not be required to transfer to the Purchaser any Tax Returns or any records or documents that relate to a Seller Consolidated Group and (B) shall use commercially reasonable efforts to provide a redacted or pro-forma version of the information described in clause (A) if requested by the Purchaser.

(d) Tax Returns.

(i) The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Transferred Entities for any Pre-Closing Tax Period (other than a Straddle Period) that are required to be filed after the Closing (the “Seller Prepared Returns”) in a manner consistent with past practices unless otherwise required by applicable Law. The Seller shall submit a draft of any Seller Prepared Return to the Purchaser for review and comment at least thirty (30) days prior to the Due Date of such Seller Prepared Return. The Seller shall consider in good faith any reasonable comments that the Purchaser provides to the Seller at least ten (10) days prior to the Due Date of such Seller Prepared Return, and, if the Seller revises such Seller Prepared Return, shall deliver a revised draft of such Seller Prepared Return to the Purchaser at least two (2) days prior to such Due Date. The Purchaser shall, and shall cause the Transferred Entities and their subsidiaries (as applicable) to, timely file such Seller Prepared Return (as so revised) prior to the applicable Due Date. For the avoidance of doubt, in no event will the Seller be required to provide any Tax Return of a Seller Consolidated Group.

(ii) The Purchaser shall prepare or cause to be prepared all Tax Returns of the Transferred Entities for any Straddle Period that are required to be filed after the Closing Date, other than any Seller Prepared Returns (the “Purchaser Prepared Returns”) in a manner consistent with past practices unless otherwise required by applicable Law. The Purchaser shall submit a draft of any Purchaser Prepared Return to the Seller for review and comment at least thirty (30) days prior to the Due Date of such Purchaser Prepared Return. The Purchaser shall revise such Purchaser Prepared Return to take into account all reasonable comments of the Seller provided at least ten (10) days prior to the applicable Due Date. The Purchaser shall, and shall cause the Transferred Entities and their subsidiaries (as applicable) to, timely file such Purchaser Prepared Return (as so revised) prior to the applicable Due Date, and promptly provide the Seller with a copy of the final version of such Purchaser Prepared Return.

(e) Refunds and Credits. The Seller shall be entitled to any Tax refund, credit, or offset against Taxes in lieu of a refund (including any interest paid or credited with respect thereto), in each case, that is attributable to any Indemnified Taxes, excluding any such refunds or credits that arise from the carryback of losses, deductions or credits that are generated in a Post-Closing Tax Period to a Pre-Closing Tax Period (a “Pre-Closing Period Tax Refund”). At the reasonable

request of the Seller, the Purchaser shall (or shall cause the applicable Transferred Entity to) use commercially reasonable efforts to obtain, at Seller’s expense, any such refund from the applicable Taxing Authority. If the Purchaser or any of its Affiliates (including, following the Closing, any Transferred Entity) receives a Pre-Closing Period Tax Refund, the Purchaser shall pay (or cause the applicable Affiliate to pay) an amount equal to the Pre-Closing Period Tax Refund to the Seller, net of any Taxes and reasonable out-of-pocket costs incurred as a result of receiving the Pre-Closing Period Tax Refund, within ten (10) days after receipt thereof or entitlement thereto.

(f) Section 338(h)(10) Election. The Purchaser and the Seller shall make a joint election under Section 338(h)(10) of the Code (and any corresponding elections under state and local Tax Law) with respect to the purchase and sale of the Transferred U.S. Entity (the “Section 338(h)(10) Elections”) in accordance with applicable Law. The Seller and the Purchaser shall each deliver completed and executed copies of IRS Form 8023, required schedules thereto, and any similar state forms at the Closing in accordance with Sections 3.03(a)(ix) and 3.03(b)(v), or following the Closing as may be otherwise agreed by the parties. If any changes are required in these forms as a result of information which is first available after these forms are prepared, the parties will promptly make such changes. The Seller shall include any income, gain, loss, deduction or other Tax item resulting from such Section 338(h)(10) Elections on its Tax Returns to the extent required by applicable Law.

(g) Section 338(h)(10) Allocation.

(i) Within ninety (90) days following the Closing Date, the Purchaser shall provide the Seller with a proposed allocation statement allocating the “aggregate deemed sales price” (as such term is defined in U.S. Treasury Regulation Section 1.338-4) with respect to the Transferred U.S. Entity in accordance with the U.S. Treasury Regulations promulgated under Section 338(h)(10) of the Code and consistent with the Final Allocation Schedule (the “Purchaser Draft 338(h)(10) Allocation”).

(ii) If the Seller disagrees with the Purchaser Draft 338(h)(10) Allocation, the Seller may, within thirty (30) days after delivery of the Purchaser Draft 338(h)(10) Allocation, deliver a notice (the “Seller 338(h)(10) Allocation Notice”) to the Purchaser specifying the items with which the Seller disagrees and setting forth the Seller’s proposed allocation. If the Seller 338(h)(10) Allocation Notice is duly delivered, the Seller and the Purchaser shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts.

(iii) If the Seller and the Purchaser are unable to reach such agreement, the Seller and the Purchaser shall submit all matters that remain in dispute with respect to the Seller 338(h)(10) Allocation Notice (along with a copy of the Purchaser Draft 338(h)(10) Allocation marked to indicate those line items not in dispute) to an independent, nationally recognized accounting firm mutually agreed to by the Seller and the Purchaser (the “Reviewing Accountant”). The Seller and the Purchaser shall instruct the Reviewing Accountant to make a determination no later than thirty (30) days following the submission of such dispute, based solely on the written submissions of the Purchaser, on the one hand, and the Seller, on the other hand. The Reviewing Accountant shall adjust the Purchaser Draft 338(h)(10) Allocation based on these determinations.

All fees and expenses relating to the work, if any, to be performed by the Reviewing Accountant shall be borne equally by the parties.

(iv) The Purchaser Draft 338(h)(10) Allocation, (A) as prepared by the Purchaser if the Seller has not delivered a Seller 338(h)(10) Allocation Notice in accordance with Section 7.09(g)(ii), (B) or as adjusted pursuant to any agreement between the Seller and the Purchaser, or as adjusted by the Reviewing Accountant (in each case, the “Final 338(h)(10) Allocation”), shall, absent Fraud or a Final Determination to the contrary by a Taxing Authority, be conclusive and binding on the Seller and the Purchaser for all Tax purposes.

(v) The Seller and the Purchaser shall file and cause to be filed all Tax Returns and execute such other documents as may be required by any taxing authority, in a manner consistent with the Final 338(h)(10) Allocation, and shall not take any position inconsistent with the Final 338(h)(10) Allocation in the examination of any Tax Return, in any refund claim or in any Tax Action, in each case, unless otherwise required pursuant to a Final Determination.

(h) Tax Sharing Agreements. On or before the Closing Date, the Seller shall terminate, or cause to be terminated, the rights and obligations of the Transferred Entities with respect to any Tax sharing agreement or arrangement between any of the Transferred Entities, on the one hand, and the Seller or any of its Affiliates, on the other hand. Neither the Seller nor any of its Affiliates, on the one hand, nor the Transferred Entities, on the other hand, shall have any rights or obligations with respect to one another after the Closing in respect of any such agreement or arrangement.

(i) Tax Assets. To the extent permitted under applicable U.S. federal, state, local or non-U.S. Tax laws (using a “more-likely-than not” standard), the parties agree that any (i) Tax Assets that were generated in any Pre-Closing Tax Period and (ii) Tax deductions attributable to any Closing Transaction Expenses, shall be used (and in the case of a Straddle Period shall be deemed to be used) in a Pre-Closing Tax Period.

(j) Closing Date Actions. The Purchaser shall not, and shall not cause or permit any Affiliate (including a Transferred Entity) to, cause or permit any Transferred Entity to take any action on the Closing Date after the Closing outside the ordinary course of business.

(k) Post-Closing Actions. Following the Closing Date, except as contemplated under Section 7.09(f) or as required by applicable Law, the Purchaser will not (and will not cause or permit its Affiliates to), (A) make or change any Tax election with respect to any Transferred Entity that is effective for any Pre-Closing Tax Period, (B) amend any income Tax Return or other material Tax Return relating to a Pre-Closing Tax Period or (C) extend or waive any period for the assessment of any Tax of the Transferred Entities for any Pre‑Closing Tax Period, in each case, that could reasonably be expected to give rise to Taxes for which the Seller may be liable without the Seller’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

(l) Tax Actions.

(i) Following the Closing, if the Purchaser, any of its Affiliates or any of the Transferred Entities receives notice of any Tax Action that may give rise to a claim of

indemnification against the Seller under this Agreement pursuant to Section 10.01(b)(iii), then the Purchaser shall give written notice to the Seller provided, however, that the failure to give such notice as provided herein shall not relieve the Seller of its obligations under Section 10.01(b)(iii) except to the extent that the Seller is actually and materially prejudiced thereby.

(ii) The Seller shall have the right, at its own expense and upon written notice to the Purchaser, to control the conduct of such Tax Action; provided, that, except with respect to a Tax Action that relates to a Seller Consolidated Group, the Seller (A) shall keep the Purchaser reasonably informed of the status of developments with respect to such Tax Action and (B) shall not, and shall cause its Affiliates not to, settle, compromise or concede any such Tax Action that could reasonably be expected to have an adverse effect on the Purchaser or any of its Affiliates without the prior written consent of the Purchaser, which shall not be unreasonably withheld, delayed, or conditioned.

(iii) Other than Tax Actions for which the Seller has exercised its right to control pursuant to Section 7.09(l)(ii) and any Tax Action that relates to a Seller Consolidated Group, the Purchaser shall have the sole right to represent the Transferred Entities’ interests in all Tax Actions, provided, however, that with respect to any Tax Action that may give rise to a claim of indemnification against the Seller under this Agreement pursuant to Section 10.01(b)(iii), the Purchaser (A) shall keep the Seller reasonably informed of the status of developments with respect to such Tax Action and (B) shall not, and shall cause its Affiliates not to, settle, compromise or concede any such Tax Action without the prior written consent of the Seller, which shall not be unreasonably withheld, delayed, or conditioned.

(m) Survival. Notwithstanding any provision in this Agreement to the contrary, the provisions in this Section 7.09 shall survive the Closing until sixty (60) days after the expiration of the applicable statute of limitations for the underlying Tax or Tax matter (taking into account any applicable extensions or waivers thereof).

SECTION 7.10. Replacement of Seller Guarantees. On or prior to the Closing, the Purchaser shall use its commercially reasonable efforts to, and Selling Entities shall provide all reasonable assistance as is necessary to the Purchaser to, cause the replacement, effective as of the Closing, of all guarantees, letters of credit and bonds, other sureties and performance guarantees provided by the Seller or any of its respective Affiliates (other than the Transferred Entities) in respect of the Business and the Transferred Entities, including those set forth on Section 7.10 of the Disclosure Letter (the “Credit Support Items”), which replacement shall include a release, in a form reasonably acceptable to the Seller, of all obligations undertaken by the Seller or the applicable Affiliate thereof effective as of the Closing; provided that if any Credit Support Item is not replaced effective as of the Closing, the Purchaser shall use its commercially reasonable efforts to replace such Credit Support Items as promptly as practicable after the Closing. Subject to the terms hereof, the Purchaser shall indemnify the Seller Indemnitees against, and hold each of them harmless from, any and all Losses (including all out-of-pocket costs and expenses incurred by them to maintain any Credit Support Item after the Closing) arising after the Closing that are incurred or suffered by any Seller Indemnitee related to or arising out of any Credit Support Item that is not replaced or released as of the Closing.

SECTION 7.11. Payments from Third Parties. In the event that, on or after the Closing Date, the Seller, on the one hand, or the Purchaser, on the other hand, shall receive any payments or other funds due to the other pursuant to the terms of any of the Transaction Documents, then the party receiving such funds shall promptly forward such funds to the proper party. The parties acknowledge and agree there is no right of offset regarding such payments and a party may not withhold funds received from third parties for the account of the other party in the event there is a dispute regarding any other issue under any of the Transaction Documents.

SECTION 7.12. Further Assurances. After the Closing Date, subject to the terms of this Agreement, each party shall, and shall cause its Subsidiaries (including, in the case of the Seller, the Selling Entities) to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably requested by the other party in order to evidence or consummate the Transactions and comply with the terms of this Agreement and the other Transaction Documents.

SECTION 7.13. R&W Insurance. Promptly following the execution of this Agreement, the Purchaser or an Affiliate thereof will take all necessary actions to bind the Purchaser’s coverage under a Purchaser-side representations and warranties insurance policy naming the Purchaser as an insured and providing coverage for certain Losses incurred by the Purchaser and its Affiliates related to this Agreement (the “R&W Insurance Policy”). The premiums, underwriting fees, retention amounts, brokers’ commissions and other costs and expenses relating to such R&W Insurance Policy shall be the sole responsibility of the Purchaser, without limiting the right of the Purchaser to receive indemnification payments under Article X that may be applied towards the retention amount relating to the R&W Insurance Policy. Prior to the Closing, Selling Entities shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as may be reasonably requested by the Purchaser and which is necessary, customary or advisable in connection with the Purchaser’s efforts to obtain the R&W Insurance Policy. The Purchaser will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy necessary to the binding of the R&W Insurance Policy. A true and complete copy of such R&W Insurance Policy shall be delivered to the Seller prior to the Closing and shall provide that Liberty Surplus Insurance Corporation (the “R&W Insurer”) shall have no right of subrogation against the Sellers or any of their Affiliates, and the R&W Insurer has waived any such right of subrogation, except in the case of Fraud by such Seller. The Purchaser agrees that, from and after the issuance of the R&W Insurance Policy, it will not amend, modify, terminate or waive any provision of the R&W Insurance Policy in any manner that would be inconsistent with the foregoing or that would otherwise reasonably be expected to adversely impact the Seller or any of its Affiliates in any material respect (it being understood that, subject to Section 10.07(b), the Purchaser shall have the right to make all decisions in its sole discretion with respect to any claims under the R&W Insurance Policy, including whether or not to pursue a claim under the R&W Insurance Policy).

SECTION 7.14. No Solicitation; No Hire; Non-Compete.

(a) The Seller agrees that, from and after the Closing until the second (2nd) anniversary of the Closing Date, it shall not, and shall cause each other member of the Seller Group not to, directly or indirectly, hire, retain, solicit for employment or induce or attempt to induce to leave the employ of the Purchaser or its applicable Affiliate any Transferred Employee; provided

that the foregoing shall not apply to (i) solicitations made by generalized advertisement of employment opportunities, including in trade or industry publications and generalized employee searches by headhunters, search firms or the Seller’s internal human resources department (in any such case not intentionally directed at Transferred Employees), or any hiring or retention that results therefrom, (ii) any employee whose employment was terminated by the Purchaser or an Affiliate of the Purchaser at any time or (iii) any other employee who voluntarily resigned their employment with the Purchaser or an Affiliate of the Purchaser more than six (6) months prior to such hiring, retention, solicitation or inducement.

(b) Without limiting Section 11 of the Confidentiality Agreement, the Purchaser agrees that, from and after the Closing until the second (2nd) anniversary of the Closing Date, it shall not, and shall cause its Affiliates not to, directly or indirectly, hire, retain, solicit for employment or induce or attempt to induce to leave the employ of the Seller Group any employee of the Seller Group as of the Closing Date where a Transferred Employee has any direct or indirect role in such solicitation, inducement, hiring or retention, whether by identifying or introducing the Purchaser or its Affiliate to such employee, opining on or confirming information related to such employee or his or her skills, directing or encouraging others to take any actions, or otherwise; provided that the foregoing shall not apply to (i) solicitations made by generalized advertisement of employment opportunities, including in trade or industry publications and generalized employee searches by headhunters, search firms or the Purchaser’s internal human resources department (in any such case not intentionally directed at employees of the Seller Group) or any hiring or retention that results therefrom, (ii) any employee whose employment was terminated by a member of the Seller Group at any time or (iii) any other employee who voluntarily resigned their employment with the Seller Group more than six (6) months prior to such hiring, retention, solicitation or inducement.

(c) For a period from the date hereof until the third (3rd) anniversary of the Closing Date (the “Non-Competition Period”), the Seller shall not, and shall cause its controlled Affiliates not to, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business in any geographic location anywhere in the world (a “Restricted Business”); provided, however, that (i) the restrictions contained in this Section 7.14(c) shall not restrict the acquisition by the Seller or its controlled Affiliates, directly or indirectly, of less than 5% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business, (ii) Seller and its Affiliates shall be entitled to acquire any business or Person engaged in a Restricted Business if it accounts for less than ten percent (10%) of such business’ or Person’s revenue as reflected on such businesses’ or Person’s latest annual financial statements, (iii) owning any securities through any bona fide employee benefit plan of the Seller or its Affiliates or (iv) performing any activities required or contemplated by this Agreement, Transition Services Agreement or the other Ancillary Agreements.

(d) The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law if any of the provisions of this Section 7.14 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Section 7.14 and to enforce specifically the terms and provisions of this Section 7.14 without proof of actual damages, this being in addition to any other remedy to which any party is entitled at law

or in equity. Each party further agrees that (i) no other party hereto or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 7.14(d), and each party hereto irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument and (ii) it will not oppose the granting of such remedy.

(e) The parties hereto agree that, if any court of competent jurisdiction in a final nonappealable judgment determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 7.14 is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other relevant feature which is determined by such court to be reasonable, not arbitrary and not against public policy shall be enforced against the applicable party to the maximum extent permitted under applicable Law.

SECTION 7.15. Exclusivity.

(a) The Seller hereby agrees that, during the period beginning on the date hereof and continuing until the earlier of (x) the Closing and (y) the date this Agreement is validly terminated pursuant to Section 9.01 (the “Exclusivity Period”), the Seller will not, nor will it permit any of its Affiliates, the Transferred Entities or its and their respective Representatives to, directly or indirectly, enter into any agreement or arrangement with, solicit or knowingly encourage or facilitate offers or inquiries from, provide information, or access to properties or assets, to or discuss or negotiate with, any Person (other than the Purchaser and its Affiliates) relating to any Alternative Proposal.

(b) For purposes of this Section 7.15 the term “Alternative Proposal” means any proposal relating to (i) any direct or indirect acquisition or purchase of all or any portion of the equity interests of, or all or a material portion of the assets of, the Transferred Entities or the Business, (ii) any merger, consolidation, amalgamation, take-over or business combination in respect of Transferred Entities or the Business or (iii) the liquidation or dissolution (or the adoption of a resolution relating to liquidation or dissolution) of the Transferred Entities.

SECTION 7.16. Update of Business Employee List and Business Service Provider. Prior to the Closing Date, Seller will provide the Purchaser with an updated version of the list of Business Employees and Business Service Providers contemplated by Section 4.13(a) that will identify, in addition to the information set forth in Section 4.13(a), each Business Employee’s and Business Service Providers’ name (to the extent permitted by applicable Law).

SECTION 7.17. Connecticut Transfer Act Compliance.

(a) The parties acknowledge and agree that (i) the Transactions contemplated by this Agreement require certain filings and actions under the provisions and requirements of the Connecticut Transfer Act, Conn. Gen. Stat. Ann. §§ 22a-134 to -134e, as amended (the “CTA”), with respect to the Bloomfield Property and the business operations of the Transferred U.S. Entity thereat and (ii) the Transferred U.S. Entity (y) shall be the certifying party (to the extent such certification is required) with respect to such filings and actions and (z) except as otherwise provided in this Agreement, as between the parties, shall otherwise be solely responsible for all

obligations, costs and expenses associated with compliance with the CTA in connection with the Transactions contemplated by this Agreement; provided, (A) following the date of this Agreement and prior to the Closing, the Seller shall cause the Transferred U.S. Entity to complete and provide to the Purchaser for signature, and the Purchaser shall provide the Seller and the Transferred U.S. Entity with any information and/or signatures that may be required for the Transferred U.S. Entity to finalize, a “Form III (Real Estate)” (“Form III”) and “Environmental Condition Assessment Form” (“ECAF”), in each case as necessary to comply with the CTA in connection with the Transactions and (B) within 10 days after the Closing, the Seller shall file such Form III and ECAF, along with required fee payment and electronic transmittal forms, with the Connecticut Department of Energy and Environmental Protection (“DEEP”) as required under the CTA and applicable DEEP instructions and guidance, and the Seller shall pay the filing fee applicable to such filing. The Seller shall promptly provide written confirmation to the Purchaser that the CTA filing (date-stamped hard copy and electronic file-transfer submittals) has been completed, along with a copy of such filing.

(b) After the Closing, the Purchaser shall cause the Transferred U.S. Entity to provide the Seller with (i) updates on the status and cost of the Transferred U.S. Entity’s activities to comply with the CTA as the Seller may reasonably request and (ii) a reasonable opportunity to comment on any work plans, investigation and remedial reports and governmental submissions to or written agreements with any Governmental Authority relating to such CTA activities and compliance, which the Purchaser shall cause the Transferred U.S. Entity to reasonably consider, but will not obligate the Transferred U.S. Entity to accept or implement, prior to finalizing such plans, reports, submissions or agreements.

(c) From the date hereof and continuing after the Closing, (i) the Seller shall provide the Purchaser with reasonable access to information (subject to reasonable confidentiality conditions of the Seller and which the Seller does not reasonably determine is privileged) reasonably requested by the Purchaser with respect to the Celtics SDA transactions that is reasonably necessary for the Transferred U.S. Entity to assert or pursue a claim for indemnification under the Celtics SDA for the costs of complying with its obligations under this Section 7.17 (a “Celtics SDA CTA Indemnity Claim”) and (ii) the Seller shall not amend the Celtics SDA in a manner that would be materially adverse to the Transferred U.S. Entity’s indemnification rights under Schedule 1.6(b)(vi)(5)(a) of the Celtics SDA.

(d) After the Closing, (i) the Purchaser and the Transferred U.S. Entity shall control all Celtics SDA CTA Indemnity Claims by the Transferred U.S. Entity against Celtics or any other party to the Celtics SDA with respect to the Bloomfield Property, (ii) the Seller shall cooperate, using commercially reasonable efforts, with the Purchaser and the Transferred U.S. Entity with respect to efforts by the Transferred U.S. Entity to make such Celtics SDA CTA Indemnity Claim, including cooperating, using commercially reasonable efforts, with respect to triggering any dispute resolution procedures under Article 8 of the Celtics SDA that become reasonably necessary in the pursuit of such claim for indemnification.

SECTION 7.18. Transferred Czech Assets.

(a) Prior to the Closing, the Seller shall cause Kollmorgen to assign and convey all right, title and interest in the Transferred Czech Assets to the Transferred U.S. Entity, and the

Transferred U.S. Entity to assume the Transferred Czech Assets, such that at the Closing the Transferred U.S. Entity has good and valid title to the Transferred Czech Assets free and clear of all Liens (other than Permitted Liens). The Seller shall use commercially reasonable efforts to cause the Transferred Czech Assets to be physically transferred to the Bloomfield, Connecticut facility of the Transferred U.S. Entity prior to Closing; provided, that is the parties agree that, unless otherwise agreed upon by the parties in writing, such transfer shall occur prior to October 1, 2022; provided, further, that (i) if such transfer is not accomplished prior to Closing then such transfer shall be completed as a service pursuant to the Transition Services Agreement and (ii) the Purchaser shall be solely responsible for all obligations, costs and expenses associated with the physical transfer of such Transferred Czech Assets to the Bloomfield, Connecticut facility and in no event shall the Seller or any of its Subsidiaries be required to bear any cost or expense, pay any fee, enter into any definitive agreement or incur any other liability in connection with such transfer, in each case that is not reimbursed or indemnified by the Purchaser.

(b) The parties shall use their respective commercially reasonable efforts to obtain the consent of MAN Truck & Bus SE to the assignment and transfer of the Man Contract pursuant to Section 7.18(a). If such consent is not obtained on or before the Closing Date, this Agreement shall not constitute an agreement to assign or transfer the Man Contract or any claim or right or any benefit arising thereunder or resulting therefrom until such consent is obtained and the Seller shall use its commercially reasonable efforts to (i) obtain such required consent as soon as practical following the Closing Date, (ii) provide to the Transferred U.S. Entity the benefits of the Man Contract; provided that the Purchaser shall cause the Transferred U.S. Entity to fulfill the corresponding obligations to the extent the Transferred U.S. Entity would have been responsible therefor if such consent had been obtained and the Man Contract had been assigned to the Transferred U.S. Entity pursuant to Section 7.18(a), (iii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to the Transferred U.S. Entity and (iv) enforce at the request of the Purchaser and for the account of the Transferred U.S. Entity any rights of the Seller and its Affiliates arising under the Man Contract (including the right to elect to terminate such Contract in accordance with the terms thereof upon the request of the Purchaser). The Purchaser shall indemnify and hold harmless the Seller Group for any Losses incurred in connection with any action taken by the Seller pursuant to this Section 7.18(b).

SECTION 7.19. Required Action. Prior to the Closing Date, the Seller and the Purchaser shall take the actions set forth on Schedule 7.19 of the Disclosure Letter.

SECTION 7.20. USMCA Compliance.

(a) As promptly as practicable following the date hereof, the Seller shall use its reasonable best efforts to obtain certifications of origin for materials claimed to be of U.S., Mexican or Canadian origin from vendors whose materials collectively constitute in excess of 60% of the bill of materials for products manufactured by the Business and used in each of the engine platforms specified in Section 7.20(a) of the Disclosure Letter; provided, that such use of reasonable best efforts shall not require the Seller to (i) require the Seller or its Affiliates to pay money or offer or make any concession to such vendors, (ii) provide any underlying bill of materials to the Purchaser or (iii) share with the Purchaser any information related to the cost of materials.

(b) Promptly following the date hereof, as part of transition planning, the Seller and the Purchaser shall use their commercially reasonable efforts to develop procedures for the Business to audit the country of origin of materials claimed to be of U.S., Mexican or Canadian origin, which efforts shall not require the Seller to (i) take any steps that would be effective prior to the Closing, (ii) incur any unreimbursed costs, (iii) provide any underlying bill of materials to the Purchaser, (iv) share with the Purchaser any information related to the cost of materials or (v) take any other action that would cause an undue burden on the Seller’s business or would interfere with the normal course operations of the Transferred Entities.

SECTION 7.21. Specified Contract. The parties shall use their commercially reasonable efforts and negotiate in good faith, acting reasonably, to agree on the terms and conditions of a supply contract between the Business and the Purchaser (the “DSA”) as promptly as reasonably practicable after the date hereof; provided, that, (i) the parties agree that DSA shall have as key terms (a) the key terms described in Sections 3, 4, 5, 19, 29.1, 29.2 and Appendix A-Master Parts List of the current draft supply contract being negotiated between the Business and the Purchaser attached as Section 7.21(a) of the Disclosure Letter (the “Current Draft DSA”) and (b) that, upon a change of control of the Business or the Transferred Entities, the DSA shall remain in full force and effect and shall not be terminable by either the Business or the Transferred Entities, on one hand, or the Purchaser, on the other hand (collectively, the “Key DSA Terms”) and (ii) although the parties will use the Current Draft DSA as the basis for commencing such good faith negotiations, the parties acknowledge and agree that none of the terms or conditions in the Current Draft DSA, other than the Key DSA Terms, are mutually agreed by the parties as of the date hereof and to the extent that any terms of the DSA have not been agreed by the parties on the date that is four weeks from the date hereof (the “Negotiation Period”), the parties shall promptly execute a form of the DSA which includes the Key DSA Terms and other terms and conditions that the parties mutually agree during the Negotiation Period, with any unresolved terms to be resolved by inserting applicable provisions that are consistent with the analogous provisions in the Contract set forth in Section 7.21(b) of the Disclosure Letter.

ARTICLE VIII
Conditions to Closing

SECTION 8.01. Conditions to Each Party’s Obligations to Effect the Closing. The respective obligations of each party to effect the Closing are subject to the satisfaction or (to the extent permitted by applicable Law) waiver on or prior to the Closing Date of the following conditions:

(a) Legal Prohibition. No Law shall have been adopted or promulgated, or shall be in effect, and no temporary, preliminary or permanent Judgment issued by a court or other Governmental Authority of competent jurisdiction (collectively, “Restraints”) shall be in effect, in each case having the effect of making the Transactions illegal or otherwise prohibiting consummation of the Transactions.

(b) Governmental Approvals. (i) The waiting period (and any extension thereof) applicable to the Transactions under the HSR Act shall have been terminated or shall have expired and (ii) the Consents of any other Governmental Authorities set forth in Section 8.01(b) of the Disclosure Letter shall have been received and shall be in full force and effect.

SECTION 8.02. Additional Conditions to Obligations of the Purchaser. The obligations of the Purchaser to effect the Closing are further subject to the satisfaction or (to the extent permitted by applicable Law) waiver by the Purchaser on or prior to the Closing Date of the following additional conditions:

(a) Representations and Warranties of the Seller. (i) The Seller Fundamental Representations shall be true and correct in all material respects, in each case at and as of the Closing Date, as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case as of such date) except, in the case of this clause (i), without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein, (ii) the representations and warranties of the Seller contained in Section 4.08(a)(ii) shall be true and correct in all respects at and as of the Closing Date, as if made at and as of such date, and (iii) all other representations and warranties of the Seller contained in Article IV shall be true and correct at and as of the Closing Date, as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) would not have, individually or in the aggregate, a Material Adverse Effect. The Purchaser shall have received a certificate signed on the Seller’s behalf by a duly authorized officer of the Seller to such effect, dated as of the Closing Date.

(b) Performance of Obligations. The Seller shall have performed in all material respects and complied in all material respects with all agreements and covenants required to be performed or complied with by them under this Agreement at or prior to the Closing Date. The Purchaser shall have received a certificate signed on the Seller’s behalf by a duly authorized officer of the Seller to such effect, dated as of the Closing Date.

(c) CTA Compliance. The Transferred U.S. Entity shall have provided Purchaser in all material respects the applicable forms, including if applicable final executed copies of the Form III and ECAF, to the extent required under the CTA to consummate the Transactions contemplated by this Agreement.

SECTION 8.03. Conditions to Obligations of the Seller. The obligations of the Seller to effect the Closing are further subject to the satisfaction or (to the extent permitted by applicable Law) waiver by the Selling Entities on or prior to the Closing Date of the following additional conditions:

(a) Representations and Warranties of the Purchaser. (i) The Purchaser Fundamental Representations shall be true and correct in all material respects, in each case at and as of the Closing Date, as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case as of such date) except, in the case of this clause (i), without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein, and (ii) all other representations and warranties of the Purchaser contained in Article V shall be true and correct at and as of the Closing Date, as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “prevent or materially delay, interfere with, hinder or impair” set forth therein) would not, individually or in the aggregate prevent or

materially delay, interfere with, hinder or impair (A) the consummation of any of the Transactions on a timely basis or (B) the compliance by any Purchaser Entity with its obligations under the Transaction Documents to which such Purchaser Entity is or will be a party. The Seller shall have received a certificate signed on the Purchaser’s behalf by a duly authorized officer of the Purchaser to such effect, dated as of the Closing Date.

(b) Performance of Obligations of the Purchaser. The Purchaser shall have performed in all material respects and complied in all material respects with all agreements and covenants required to be performed or complied with by it under this Agreement at or prior to the Closing Date. The Seller shall have received a certificate signed on the Purchaser’s behalf by a duly authorized officer of the Purchaser to such effect, dated as of the Closing Date.

SECTION 8.04. Frustration of Closing Conditions.

(a) Neither the Purchaser, on the one hand, nor the Seller, on the other hand, may rely on the failure of any condition set forth in this Article VIII to be satisfied if such failure was caused by such Person’s failure to act in good faith or to use efforts to cause the Closing to occur to the extent set forth in this Agreement, including as required (or expressly disclaimed) by Section 7.01 (any such Person, a “Breaching Party”).

(b) Notwithstanding Section 8.04(a), neither the Purchaser, on the one hand, nor the Seller, on the other hand, shall seek specific performance to require the other party, if the other party is a Breaching Party, to consummate the Transactions contemplated hereby if any conditions set forth in Section 8.01(a) or Section 8.01(b) have not been satisfied; provided, for the avoidance of doubt, the agreement pursuant to this Section 8.04(b) not to so seek specific performance against a Breaching Party shall not be deemed a waiver of, or excuse, any obligation of the Breaching Party, giving full effect to Section 8.04(a), to consummate the Transactions when and as required by this Agreement.

ARTICLE IX
Termination

SECTION 9.01. Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written consent of the Seller and the Purchaser;

(b) by the Seller or the Purchaser, by written notice to the other:

(i) if the Closing shall not have occurred on or before the date that is twelve (12) months after the date of this Agreement (the “Termination Date”); provided that if on such date any Required Action is required to be completed but has not yet been completed and all of the conditions set forth in Article VIII have been satisfied (other than those conditions that (A) by their terms are to be satisfied at Closing, provided that such conditions are reasonably capable of being satisfied if the Closing were to occur or (B) relate to completion of any Required Action), then the Termination Date shall be automatically extended to the date that is 90 (ninety) days after the original Termination Date; provided, further, that the right to terminate this Agreement under this Section 9.01(b)(i) shall not be available to any party whose breach of any obligation under this

Agreement has been the primary cause of the failure of the Closing to occur on or before the Termination Date; or

(ii) if any Governmental Authority of competent jurisdiction has issued a Judgment permanently enjoining, restraining or otherwise preventing or making illegal the consummation of the Transactions and such Judgment shall have become final and nonappealable; provided that the right to terminate this Agreement under this Section 9.01(b)(ii) shall not be available to any party whose breach of any obligation under this Agreement has been the primary cause of the issuance of such Judgment;

(c) by the Purchaser, if the Seller shall have breached any of its representations or warranties or failed to perform any of its covenants or agreements set forth in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition contained in Section 8.02(a) or 8.02(b) and (ii) is incapable of being cured prior to the Termination Date, or if capable of being cured by the Termination Date, the Seller shall not have commenced good faith efforts to cure the breach or failure to perform within twenty (20) days following receipt by the Seller of written notice of such breach or failure to perform from the Purchaser stating the Purchaser’s intention to terminate this Agreement pursuant to this Section 9.01(c) and the basis for such termination and thereafter be continuing such good faith efforts; provided that Purchaser shall not have the right to terminate this Agreement pursuant to this Section 9.01(c) if the Purchaser is then in material breach of any of its representations, warranties, covenants or agreements hereunder; or

(d) by the Seller, if the Purchaser shall have breached any of its representations or warranties or failed to perform any of its covenants or agreements set forth in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition contained in Section 8.03(a) or 8.03(b) and (ii) is incapable of being cured prior to the Termination Date, or if capable of being cured by the Termination Date, the Purchaser shall not have commenced good faith efforts to cure the breach or failure to perform within twenty (20) days following receipt by the Purchaser of written notice of such breach or failure to perform from the Seller stating the Seller’s intention to terminate this Agreement pursuant to this Section 9.01(d) and the basis for such termination and thereafter be continuing such good faith efforts; provided that the Seller shall not have the right to terminate this Agreement pursuant to this Section 9.01(d) if the Seller is then in material breach of any of its representations, warranties, covenants or agreements hereunder.

(e) The party seeking to terminate this Agreement pursuant to this Section 9.01 shall give written notice of such termination to the other party in accordance with Section 11.01, specifying the provision of this Agreement pursuant to which such termination is effected and the basis for such termination, described in reasonable detail.

SECTION 9.02. Effect of Termination.

(a) In the event of termination of this Agreement by either the Seller or the Purchaser as provided in Section 9.01 then this Agreement shall forthwith become void and have no effect, without any Liability or obligation on the part of any party or their respective Representatives, other than Section 4.20, Section 5.06, the first sentence of Section 7.03(b), this Section 9.02 and Article XI and the Confidentiality Agreement, all of which shall survive such

termination; provided that such termination shall not relieve any party or their respective Representatives from any Liability or obligation to the other party to the extent that such termination results from (A) a Willful Breach of any covenant or agreement set forth in this Agreement by such first party or (B) Fraud by such first party. Nothing in this Section 9.02 shall be deemed to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement.

(b) In the event that (i) all of the conditions set forth in Article VIII, except for the condition set forth in Section 8.01(a) (solely with respect to a Restraint under United States Antitrust Laws or the Laws of the applicable jurisdictions relating to the Consent of the Governmental Authorities set forth in Section 8.01(b) of the Disclosure Letter) or Section 8.01(b), have been satisfied (other than those conditions that by their terms are to be satisfied at Closing; provided that such conditions are reasonably capable of being satisfied if the Closing were to occur) and (ii) this Agreement is terminated by the Seller pursuant to Section 9.01(b)(i) or 9.01(b)(ii), then the Purchaser shall pay, or cause to be paid, to the Seller an amount equal to $20,000,000 (the “Purchaser Termination Fee”) within five (5) business days after such termination. In no event shall the Purchaser be required to pay the Purchaser Termination Fee on more than one occasion.

(c) In the event that the Purchaser fails to timely pay or cause to be paid the Purchaser Termination Fee when due in accordance with the requirements of this Agreement, the Purchaser shall pay reasonable and documented costs and expenses in connection with collecting the Parent Termination Fee (including reasonable and documented attorneys’ fees), together with interest on the unpaid Purchaser Termination Fee commencing on the date that the Purchaser Termination Fee became due until payment of the Purchaser Termination Fee, at the prime rate as published in the Wall Street Journal on the date such payment of the Purchaser Termination Fee became due.

(d) Each of the Seller and the Purchaser acknowledges that (i) the agreements contained in this Section 9.02 are an integral part of the transactions contemplated by this Agreement, (ii) the damages resulting from termination of this Agreement under circumstances where the Purchaser Termination Fee is payable are uncertain and incapable of accurate calculation and, therefore, the amounts payable pursuant to Section 9.02(b) are not a penalty but rather constitute amounts akin to liquidated damages in a reasonable amount that will compensate the Seller, except in the case of a Willful Breach of this Agreement by the Purchaser, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated by this Agreement, and (iii) without the agreements contained in this Section 9.02, the parties would not have entered into this Agreement.

(e) Except in the event of Willful Breach of this Agreement by the Purchaser, (i) the Seller’s right to terminate this Agreement and receive the Purchaser Termination Fee pursuant to Section 9.02(b), shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Seller and any Seller Related Party against the Purchaser or any Purchaser Related Party, for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement or failure to perform hereunder or other failure of the transactions contemplated by this Agreement to be consummated and (ii) the amount of the

Purchaser Termination Fee is intended to serve as a cap on the maximum aggregate liability of the Purchaser and the Purchaser Related Parties in the event of a termination of this Agreement giving rise to payment of the Purchaser Termination Fee for any Losses suffered or incurred by the Seller or any Seller Related Party in connection with this Agreement (or the termination hereof) and the transactions contemplated by this Agreement (and the abandonment thereof) or any matter forming the basis for such termination. For the avoidance of doubt, upon payment of the Purchaser Termination Fee, except in the event of Willful Breach of this Agreement, neither the Purchaser or any Purchaser Related Parties shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, the parties acknowledge and agree that nothing in this Section 9.02 shall be deemed to affect their respective rights to specific performance under Section 11.09 (subject to the terms and conditions set forth therein), including the Seller commencing an Action to collect the Purchaser Termination Fee pursuant to this Section 9.02; provided, that in no circumstances shall the Seller be permitted or entitled to receive both (i) a grant to enforce specifically the terms and provisions of this Agreement in accordance with this Section 11.09, on the one hand, and (ii) any monetary damages whatsoever, including payment of the Purchaser Termination Fee, if applicable, on the other hand, in each case in connection with the Purchaser’s failure to consummate the transactions contemplated by this Agreement when required to do so pursuant to this Agreement or termination of this Agreement.

ARTICLE X
Indemnification

SECTION 10.01. Survival.

(a) The parties hereto, intending to modify any applicable statute of limitations, agree that (a) representations and warranties in this Agreement (other than the Seller Fundamental Representations and the Purchaser Fundamental Representations) shall terminate on the twelve (12) month anniversary of the Closing Date; (b) the Seller Fundamental Representations and the Purchaser Fundamental Representations shall terminate on the three (3) year anniversary of the Closing Date; (c) the covenants and agreements contained in Section 6.01, Section 7.08(b) and Section 7.18 will survive until the six (6) month anniversary of the Closing Date; and (d) all covenants and agreements contained in this Agreement that, by their terms, contemplate performance thereof following the Closing (including indemnification obligations), or otherwise expressly by their terms survive the Closing, will survive the Closing until fully performed in accordance with their terms. Notwithstanding anything to the contrary contained herein, the provisions of this Section 10.01 shall not, and shall not be deemed or construed to, waive or release any Claim for Fraud against any Person.

(b) The Seller agrees to defend, indemnify and hold harmless each Purchaser Related Party from and against any and all Losses incurred by such Purchaser Related Party (whether or not such Losses involve a Third Person Claim (as defined below)) in connection with, arising from or relating to:

(i) (A) any breach of any warranty or the inaccuracy of any representation of the Seller contained in Article IV of this Agreement, in each case without giving effect to any

“Material Adverse Effect” or other materiality qualifications limiting the scope of such representation or warranty, or (B) any inaccuracy in any certificate delivered by or on behalf of the Selling Entities pursuant to Section 8.02(a) hereto;

(ii) any breach by the Selling Entities of any of their covenants or agreements or the failure of the Selling Entities to perform any of their obligations contained herein;

(iii) Indemnified Taxes; or

(iv) subject to the provisions of Section 10.07, the obligations of the Transferred U.S. Entity to comply after the Closing Date with the requirements of the CTA pursuant to Section 7.17 as a result of the Transactions contemplated by this Agreement (“CTA Losses”) solely to the extent such CTA Losses are not actually recovered from or directly paid by Celtics (or its Affiliate or legal successor) under the indemnification provided for pursuant to Schedule 1.6(b)(vi)(5)(a)(2) of the Celtics SDA (including, for the avoidance of doubt, the reasonable and documented out-of-pocket expenses of one external counsel reasonably incurred by such Indemnified Party in connection with seeking recovery under the Celtics SDA); provided that (A) prior to seeking and being eligible for indemnification from Seller under this Section 10.01(b)(iv), such Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery of such CTA Losses under the indemnification provided for pursuant to Schedule 1.6(b)(vi)(5)(a)(2) of the Celtics SDA; (B) the Seller shall not be required to defend, indemnify and hold harmless any Purchaser Related Party under this Section 10.01(b)(iv) with respect to CTA Losses incurred by Purchaser Related Parties until the aggregate amount of such CTA Losses subject to indemnification by the Seller exceeds $1,000,000 (one million) (the “CTA Deductible”), in which case Seller shall only be responsible under this Section 10.01(b)(iv) for fifty percent (50%) of the Losses in excess of the CTA Deductible; (C) in no event shall the aggregate amount required to be paid by the Seller pursuant to Article X of this Agreement with respect to CTA Losses exceed $3,500,000 (three and one half million) (the “CTA Cap”); and (D) Seller’s obligation to defend, indemnify and hold harmless each Purchaser Related Party from and against any CTA Losses shall terminate upon the earlier occurrence of the CTA Cap being reached or expiration of the applicable statutory audit period for the DEEP to audit the completion of the Transferred U.S. Entity’s obligations to comply with the CTA as a result of the Transaction;

provided, however, that:

(A) the Seller shall not be required to defend, indemnify and hold harmless under clause (i) of this Section 10.01(b) with respect to (1) Losses incurred by Purchaser Related Parties (other than Losses incurred with respect to breaches or inaccuracies of the Seller Fundamental Representations, as to which this clause (A) shall have no effect) until the aggregate amount of such Losses subject to indemnification by the Seller exceeds $1,625,000 (the “Basket”); provided, that once the amount of the Basket is exceeded, Purchaser Related Parties shall, in accordance with and subject to the limitations in this Article X, be entitled to recover the aggregate amount of all Losses in excess of the Basket, (2) CTA Losses or (3) any Loss in connection with, related to or arising from any breach or inaccuracy of any representation or warranty of the Seller contained in this Agreement that is (x) not in respect of a Breach (as defined in the R&W Insurance Policy) of such representation or warranty or (y) excluded from the Losses for which the Insurer (as defined

in the R&W Insurance Policy) would be liable under the R&W Insurance Policy because of the exclusions set forth in Section 5 of the R&W Insurance Policy; and

(B) in no event shall the aggregate amount required to be paid by the Seller pursuant to clause (i) of Section 10.01(b), except in respect of breaches or inaccuracies of Seller Fundamental Representations, exceed $1,625,000 (the “Cap”); provided, that notwithstanding anything to the contrary in this Agreement, in no event shall the aggregate amount required to be paid by the Seller pursuant to (1) clause (i) of Section 10.01(b) in respect of breaches or inaccuracies of Seller Fundamental Representations or (2) clause (iii) of Section 10.01(b) exceed the Purchase Price (the “Purchase Price Cap”).

(c) The indemnification provided for in Section 10.01(b)(i) and (ii) shall terminate when the applicable representation, warranty, covenant or agreement terminates in accordance with Section 10.01(a) (and no claims shall be made by any Purchaser Related Party under Section 10.01(b)(i) or (ii) thereafter), except that the indemnification by the Seller shall continue as to any Loss of which any Purchaser Related Party has notified the Seller in accordance with the requirements of Section 10.02 on or prior to the date such indemnification would otherwise terminate in accordance with Section 10.01(a), as to which the obligation of the Seller shall continue until the liability of the Seller shall have been determined pursuant to this Article X, and the Seller shall have reimbursed all Purchaser Related Parties for any amount of such Loss for which the Seller is obligated in accordance with this Article X. The indemnification provided for in Section 10.01(b)(iii) shall survive until sixty (60) days after the expiration of the applicable statute of limitations for the underlying Tax or Tax matter (taking into account any applicable extensions or waivers thereof).

(d) Any indemnification owed by the Seller to the Purchaser Related Parties with respect to the Seller Fundamental Representations pursuant to clause (i) of Section 10.01(b) or pursuant to clause (iii) of Section 10.01(b) shall be satisfied: (i) first, to the extent that the claim is covered by the R&W Insurance Policy and the Retention Amount Remainder is greater than zero (0), directly from the Seller, up to the Retention Amount Remainder, (ii) second, to the extent the claim is covered by the R&W Insurance Policy, from and against the R&W Insurance Policy until such coverage under the R&W Insurance Policy is exhausted or unavailable and (iii) finally, directly against the Seller up to the Purchase Price Cap.

(e) The Purchaser agrees to defend, indemnify and hold harmless each Seller Related Party from and against any and all Losses incurred by such Seller Related Party (whether or not such Losses involve a Third Person Claim) in connection with, arising from or relating to:

(i) (A) any breach of any warranty or the inaccuracy of any representation of the Purchaser contained in Article V of this Agreement, in each case without giving effect to any “Material Adverse Effect” or other materiality qualifications limiting the scope of such representation or warranty, or (B) any inaccuracy in any certificate delivered by or on behalf of the Purchaser pursuant to Section 8.03(a) hereto;

(ii) any breach by the Purchaser of any of its covenants or agreements or the failure of the Purchaser to perform any of their obligations contained in this Agreement; or

(iii) subject to Section 10.07, complying with the requirements of the CTA as a result of the Transactions contemplated by this Agreement (other than relating to the performance of the obligations for which the Seller is responsible pursuant to Section 7.17) (“Seller CTA Losses”), other than those for which Seller is required to provide indemnification to Purchaser Related Parties pursuant to Section 10.01(b)(iv); provided, however, that, except in the event such Seller CTA Losses incurred by such Seller Related Party result from the Transferred U.S. Entity’s failure to satisfy the obligations for which it is responsible pursuant to Section 7.17 after the Closing, (A) the Purchaser shall not be required to defend, indemnify and hold harmless any Seller Related Party under this Section 10.01(e)(iii) with respect to Seller CTA Losses incurred by Seller Related Parties until the aggregate amount of such Seller CTA Losses subject to indemnification by the Purchaser exceeds $1,000,000 (one million) (the “Purchaser CTA Deductible”), in which case the Purchaser shall only be responsible under this Section 10.01(e)(iii) for fifty percent (50%) of the Losses in excess of the Purchaser CTA Deductible; (B) in no event shall the aggregate amount required to be paid by the Purchaser pursuant to Article X of this Agreement with respect to Seller CTA Losses exceed $3,500,000 (three and one half million) (the “Purchaser CTA Cap”); (C) the Purchaser’s obligation to defend, indemnify and hold harmless each Seller Related Party from and against any Seller CTA Losses shall terminate upon the earlier occurrence of the Purchaser CTA Cap being reached or expiration of the applicable statutory audit period for the DEEP to audit the completion of the Transferred U.S. Entity’s obligations to comply with the CTA as a result of the Transaction; and (D) to the extent that the Seller or any of its Affiliates actually recovers from Celtics (or its Affiliate or legal successor) pursuant to the Celtics SDA amounts in respect of a Seller CTA Loss that has been previously indemnified pursuant to this Section 10.01(e)(iii) in accordance with clause (A) above, the Seller shall cause such proceeds to be promptly remitted to the Purchaser to the extent of and not in excess of the indemnification payment previously made;

provided, however, that:

(A) the Purchaser shall not be required to defend, indemnify and hold harmless under clause (i) of this Section 10.01(e) with respect to Losses incurred by Seller Related Parties (other than Losses incurred with respect to breaches or inaccuracies of the Purchaser Fundamental Representations, as to which this clause (A) shall have no effect) until the aggregate amount of such Losses subject to indemnification by the Seller exceeds the Basket; provided, that once the amount of the Basket is exceeded, Seller Related Parties shall, in accordance with and subject to the limitations in this Article X, be entitled to recover the aggregate amount of all Losses in excess of the Basket; and

(B) in no event shall the aggregate amount required to be paid by the Purchaser pursuant to clause (i) of Section 10.01(e), except in respect of breaches or inaccuracies of Purchaser Fundamental Representations, exceed the Cap; provided, that notwithstanding anything to the contrary in this Agreement, in no event shall the aggregate amount required to be paid by the Purchaser pursuant to clause (i) of Section 10.01(e) in respect of breaches or inaccuracies of Purchaser Fundamental Representations exceed the Purchase Price Cap.

(f) The indemnification provided for in Section 10.01(e)(i) and (ii) shall terminate when the applicable representation, warranty, covenant or agreement terminates in accordance with Section 10.01(a) (and no claims shall be made by any Seller Related Party under

Section 10.01(e)(i) or (ii) thereafter), except that the indemnification by the Purchaser shall continue as to any Loss of which any Seller Related Party has notified the Purchaser in accordance with the requirements of Section 10.02 on or prior to the date such indemnification would otherwise terminate in accordance with Section 10.01(a), as to which the obligation of the Purchaser shall continue until the liability of the Purchaser shall have been determined pursuant to this Article X, and the Purchaser shall have reimbursed all Seller Related Parties for any amount of such Loss for which the Purchaser is obligated in accordance with this Article X.

(g) Notwithstanding anything to the contrary contained in this Section 10.01, the limitations set forth in this Section 10.01 shall not apply in the event of any Fraud.

SECTION 10.02. Notice of Claims.

(a) Any Purchaser Related Party or Seller Related Party, as the case may be (the “Indemnified Party”), seeking indemnification hereunder (or believing in good faith that it may suffer or incur Losses for which it is or may be entitled to indemnification hereunder) shall give the party obligated to provide indemnification hereunder (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice, if reasonably practicable, the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened action at law or suit in equity by or against a third Person as to which indemnification will be sought (each such action or suit being a “Third Person Claim”) shall be given promptly after the applicable Indemnified Party receives actual notice that the action or suit is commenced; provided,further, that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor shall have been actually prejudiced by such failure.

(b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which the applicable Indemnified Party shall be entitled under this Article X shall be determined: (i) by the written agreement between the applicable Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court or arbitrator of competent jurisdiction; or (iii) by any other means to which the applicable Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined.

SECTION 10.03. Third Person Claims.

(a) Subject to Section 10.03(b), an Indemnified Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any Third Person Claim against such Indemnified Party as to which indemnification will be sought by such Indemnified Party from the Indemnitor hereunder, and in any such case the Indemnitor shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Party in connection therewith; provided, that:

(i) the Indemnitor may participate, through counsel chosen by it and at its own expense, in the defense of any such Third Person Claim as to which the Indemnified Party has so elected to conduct and control the defense thereof; and

(ii) the Indemnified Party shall not, without the written consent of the Indemnitor (which written consent shall not be unreasonably withheld, conditioned or delayed), pay, compromise or settle any such Third Person Claim, except that no such consent shall be required if, following a written request from the Indemnified Party, the Indemnitor shall fail, within fourteen (14) days after the making of such request, to acknowledge and agree in writing that, if such Third Person Claim shall be adversely determined, the Indemnitor has an obligation to provide indemnification to such Indemnified Party in accordance with, and to the extent provided in, this Article X.

Notwithstanding the foregoing, the Indemnified Party shall have the right to pay, settle or compromise any such Third Person Claim without such consent, provided that in such event the Indemnified Party shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld, conditioned or delayed. If the Indemnified Party does not elect to proceed with the defense of any such Third Person Claim, the Indemnitor may proceed with the defense of such Third Person Claim with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor may not settle, adjust or compromise any such Third Person Claim without the prior written consent of the Indemnified Party (which consent may not be unreasonably withheld, conditioned or delayed).

(b) If any Third Person Claim against any Indemnified Party (i) is solely for money damages and does not seek non-monetary relief (and the potential liability of the Indemnitor exceeds the potential liability of the Indemnified Party thereunder, taking into account the Indemnitor’s obligations under this Article X), and (ii) (A) does not involve criminal Action, (B) was not brought by or involves a Governmental Authority and (C) would not in the reasonable judgment of the Indemnified Party, if adversely determined, be reasonably likely to result in material harm to the reputation, regulatory position or ongoing business of the Indemnified Party or its Affiliates, then the Indemnitor shall have the right to conduct and control, through counsel of its choosing, the defense of any such Third Person Claim against such Indemnified Party as to which indemnification will be sought hereunder if the Indemnitor has acknowledged and agreed in writing that, if such Third Person Claim shall be adversely determined, the Indemnitor has an obligation to provide indemnification to the Indemnified Party in accordance with, and to the extent provided in, this Article X, in any such case the Indemnified Party shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnitor in connection therewith; provided, that the Indemnified Party may participate, through counsel chosen by it, in the defense of any such Third Person Claim as to which the Indemnitor has so elected to conduct and control the defense thereof, the expenses of which participation shall be payable by the Indemnified Party. Notwithstanding the foregoing contained in this Section 10.03(b), the Indemnified Party shall have the right to pay, settle or compromise any such Third Person Claim, provided that in such event the Indemnified Party shall waive any right to indemnity therefor hereunder unless the Indemnified Party shall have sought the consent of the Indemnitor to such payment, settlement or compromise and such consent was unreasonably withheld, conditioned or delayed, in which event no claim for indemnity therefor hereunder shall

be waived. The Indemnitor may not settle, adjust or compromise any such Third Person Claim without the prior written consent of the applicable Indemnified Party (which consent may not be unreasonably withheld, conditioned or delayed). In the event (x) the Indemnitor elects not to, or is not permitted to, defend such Third Person Claim or (y) the named parties in any such action (including any impleaded parties) include both Indemnitor and the Indemnified Party (or their respective Affiliates) and the representation of both parties by the same counsel would be inappropriate due to legal conflicts of interests between them, and the Indemnified Party defends against such Third Person Claim, the Indemnified Party may retain counsel, at the Indemnitor’s expense, and control the defense of such Third Person Claim; provided, however, that the Indemnitor shall be obligated pursuant to this Section 10.03(b) to pay for only one firm of counsel and one local counsel per jurisdiction for all Indemnified Parties.

(c) Notwithstanding anything in Section 10.03(a), the Indemnified Party shall control the defense and settlement of any Third Person Claim for which any Indemnified Party is seeking recovery solely under the R&W Insurance Policy.

SECTION 10.04. Coordination with Tax Contests. If there shall be any conflicts between the provisions of this Article X and Section 7.09 (relating to Tax contests), the provisions of Section 7.09 shall control with respect to Tax contests.

SECTION 10.05. Adjustment to Purchase Price. Any payment by an Indemnitor under this Article X shall, to the extent such payment can be properly so characterized under applicable Tax law, be treated by the parties as an adjustment to the Final Purchase Price.

SECTION 10.06. Exclusive Remedies. Except as contemplated by Section 2.04, pursuant to the Transition Services Agreement, the Escrow Agreement and the Right of Last Refusal Agreement and with respect to Claims for Fraud and injunctive and provisional relief (including specific performance), if the Closing occurs, this Article X shall be the exclusive remedy with respect to this Agreement, the Transaction or the other transactions contemplated by this Agreement (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that any Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with this Agreement, the Transaction or the other transactions contemplated by this Agreement, including any Claim for breach of any representation or warranty contained in this Agreement or any certificate delivered pursuant to this Agreement or any failure by any party to perform or comply with any covenant or agreement that, by its terms, was to have been performed, or complied with, under this Agreement; provided, that nothing herein shall prevent the Purchaser or its Affiliates from seeking recovery, or recovering, under the R&W Insurance Policy in accordance with its terms. This Article X was specifically bargained for by the parties and was taken into account by them in arriving at the Purchase Price and the terms and conditions of this Agreement. The parties to this Agreement, in approving this Agreement, have specifically relied upon the provisions of this Section 10.07.

SECTION 10.07. Additional Indemnification Provisions.

(a) The amount of any Loss for which indemnification is provided under this Article X shall be net of (i) any amounts actually recovered by the Indemnified Party under

insurance policies (including the R&W Insurance Policy) with respect to such Loss, (ii) any net Tax benefits actually realized as a reduction in cash taxes payable by the Indemnified Party or its Affiliates arising as a result of such Loss (calculated on a “with and without” basis) in the year the indemnity payment is made (or any prior year) and (iii) any amounts actually recovered under indemnity, contribution or similar contractual provisions under Contracts of the Transferred Entities (after in each case giving effect to any applicable deductible, retention, collection costs and expenses (including attorney’s fees), retrospectively rated premiums and increase in future premiums as a result of or incurred in connection with the claim) (it being agreed that if such third-party insurance (including the R&W Insurance Policy) or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnitor’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnitor to the extent of and not in excess of the indemnification payment previously made), and, without duplication of any amount otherwise taken into account in clause (ii) and solely with respect to any amount received by an Indemnified Party that is organized under the laws of a jurisdiction set forth in Section 2.05(a) of the Disclosure Letter, shall be increased by any net Tax detriment actually realized as an increase in cash taxes payable (including by way of deduction or withholding) by such Indemnified Party as a result of the receipt of the indemnity payment in the year the indemnity payment is made (or any prior year).

(b) The Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under the R&W Insurance Policy to the extent it covers any Loss that is subject to indemnification hereunder to the same extent as it would if such Loss were not subject to indemnification hereunder. For the avoidance of doubt, if a Loss incurred or suffered by a Purchaser Related Party arises out of or could result from a claim for which coverage is available under the R&W Insurance Policy and Section 10.01(b), then the Purchaser shall use its commercially reasonable efforts to pursue a claim for such Loss from the R&W Insurance Policy to the same extent as it would if such Loss were not subject to indemnification hereunder.

(c) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss to the extent required under Delaware Law in respect of the applicable underlying claim giving rise to the right to indemnification under this Article X, upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise to such Loss.

(d) No Indemnified Party shall be entitled to recover, more than once, the same Losses that may have resulted from a breach of more than one representation, warranty, covenant or agreement arising from the same facts and circumstances.

(e) After the Closing, no party may bring any Action seeking the equitable remedy of rescission of the Transactions or this Agreement.

(f) Notwithstanding any provision to the contrary in this Article X, the Seller shall not be obligated to defend, indemnify and hold harmless each Purchaser Related Party under the terms of this Article X from and against any CTA Losses to the extent such CTA Losses (A) result from an investigation of environmental conditions involving physically invasive testing procedures, such as soil or groundwater sampling, undertaken at any Real Property by or for any

Purchaser Related Party after the Closing Date (other than any such investigation required under applicable Environmental Laws (including the CTA obligations of the Transferred U.S. Entity set forth in Section 7.17 of this Agreement), required by any Governmental Authority, approved by the Seller in writing, required to abate or prevent an imminent and material threat to human health and safety or the environment, required to respond to a third-party claim, reasonably conducted in connection with construction activities or otherwise reasonably conducted in the ordinary course for a legitimate business purpose (which legitimate business purpose shall not include conducting such an investigation solely for the purpose of triggering an indemnification right under this Agreement)), (B) are in excess of a reasonably cost effective method required to achieve minimum compliance with applicable Environmental Laws, in light of remediation standards applicable to the use of the relevant property as of the Closing Date (it is expressly recognized that the use of institutional controls, deed restrictions and other activity or use limitations for the property shall be considered a reasonably cost-effective method to the extent such controls, restrictions or limitations are permitted under applicable Environmental Law, permitted or approved by the relevant Governmental Authority and do not materially interfere with any Purchaser Related Party operations) or (C) arise or result from any Release of Hazardous Material first occurring after the Closing Date (including any such Release identified as a result of any requirement to conduct any investigation pursuant to the CTA due to a transaction after the Closing Date unrelated to the Transactions contemplated by this Agreement) other than the migration after the Closing Date of any Release of Hazardous Material occurring prior to the Closing Date on, at, under or from the Bloomfield Property or (ii) for which the Purchaser Related Parties are not actually indemnified or held harmless under the indemnification provided for pursuant to Schedule 1.6(b)(vi)(5)(a)(2) of the Celtics SDA due to the failure of any claim by a Purchaser Related Party to satisfy or comply with any applicable procedures set forth in Schedule 1.6(b)(vi)(5)(b) of the Celtics SDA, and for which a Purchaser Related Party could have been entitled to indemnification had such Purchaser Related Party submitted a claim that satisfied or complied with such procedures (except to the extent such failure to satisfy or comply with such procedures is the result of Seller's breach of its obligations under Section 7.17).

ARTICLE XI
Miscellaneous

SECTION 11.01. Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be delivered by hand, sent by email or sent, postage prepaid, by registered, certified or express mail or overnight courier service and shall be deemed given when so delivered by hand or email, or if mailed, three (3) calendar days after mailing (or one (1) business day in the case of express mail or overnight courier service), as follows (or at such other address for a party as shall be specified by like notice):

If to the Purchaser:

Cummins Inc.
301 East Market Street
Indianapolis, IN 46204
Attention: Kevin Caudill
E-mail: kevin.caudill@cummins.com

Copy to (such copy not to constitute notice):

Sidley Austin LLP
One South Dearborn Street
Chicago, IL 60603
Attention: Pran Jha
E-mail: pjha@sidley.com

If to the Seller:

Altra Industrial Motion Corp.
300 Granite Street

Suite 201

Braintree, MA 02184
Attention: Glenn E. Deegan, Chief Legal and Human Resources Officer
E-mail: glenn.deegan@altramotion.com

Copy to (such copy not to constitute notice):

Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
Attention: Thomas E. Dunn
E-mail: tdunn@cravath.com

SECTION 11.02. Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each party.

SECTION 11.03. Extension; Waiver. At any time prior to the Closing Date, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement or (c) waive compliance with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

SECTION 11.04. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the extent permitted by applicable Law.

SECTION 11.05. Counterparts. This Agreement may be executed in two or more counterparts (including by digital or other electronic means), all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the parties and delivered to the other parties. Any copy of this Agreement made by reliable means (e.g., photocopy or facsimile) is considered an original.

SECTION 11.06. Entire Agreement; Third-Party Beneficiaries. This Agreement, together with the other Transaction Documents and the Confidentiality Agreement (a) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the Transactions and (b) except for this Section 11.06 and as provided in this clause (b), is not intended to confer upon any Person other than the parties any rights or remedies, it being understood that (i) the Persons released pursuant to Section 11.10 shall have the right to enforce their respective rights under Section 11.10, and (ii) each Existing Counsel is a third-party beneficiary of Section 11.11 and shall have the right to enforce its rights thereunder.

SECTION 11.07. Governing Law. This Agreement, and all matters, claims or causes of action (whether at law, in equity, in Contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

SECTION 11.08. Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of Law or otherwise by any of the parties without the prior written consent of the other parties. Any purported assignment without such consent shall be null and void. This Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns. Notwithstanding the foregoing, this Agreement (and all rights, interests and obligations hereunder) may be assigned, in whole or in part, without consent by the Purchaser to any of its Affiliates (including the assignment to one or more Affiliates of the right to receive the assignment, transfer and conveyance of the Transferred Interests pursuant to Section 2.01); provided (i) that no such assignment shall affect or relieve the Purchaser of its obligations and other Liabilities under this Agreement and (ii) that no such assignment shall be to an entity organized under the laws of the PRC.

SECTION 11.09. Enforcement; Jurisdiction; Consent to Service of Process; Waiver of Jury Trial.

(a) The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled at law or in equity, are not intended to and do not adequately compensate for the harm that would result from a breach of this Agreement and shall not be construed to diminish or otherwise impair in any respect any party’s right to specific enforcement. The right of specific enforcement is an integral part of the Transactions and without that right, neither the Seller nor the

Purchaser would have entered into this Agreement. Each party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the other party has an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or in equity. The parties hereto acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 11.09 shall not be required to provide any bond or other security in connection with any such order or injunction, and the party opposing such injunction or injunctions hereby agrees that it shall not contest the amount or absence of any such bond or other security requested or offered by the party seeking such injunction or injunctions. If, prior to the Termination Date, any party hereto brings any Action, in each case, in accordance with this Section 11.09, to enforce specifically the performance of the terms and provisions hereof by any other party, the Termination Date shall automatically be extended by such time period as established by the court presiding over such Action.

(b) Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware and any state or federal court within the State of Delaware in the event any dispute arises out of this Agreement or the Transactions, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any Action relating to this Agreement or the Transactions in any court other than the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the United States sitting in the State of Delaware, and the appellate courts thereof, (iv) UNCONDITIONALLY AND IRREVOCABLY waives any right to trial by jury with respect to any ACTION related to or arising out of this Agreement or the Transactions, (v) waives the defense of an inconvenient forum to the maintenance of any Action related to or arising out of this Agreement or the Transactions and (vi) consents to service of process being made through the notice procedures set forth in Section 11.01. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware. The parties hereto agree that a final non-appealable Judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the Judgment or in any other manner provided by applicable Law.

SECTION 11.10. No Recourse Against Nonparty Affiliates; Release.

(a) Claims and causes of action (whether in Contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement or any other Transaction Document, or the negotiation, execution, or performance of this Agreement or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any other Transaction Document), may be made only against (and are those solely of) the entities that are parties to this Agreement or the applicable Transaction Document and, to the extent applicable thereunder, the Purchaser Entities and the Selling Entities(collectively, the “Contracting Parties”), and then only with respect to the specific obligations set forth herein. No Person who is not a Contracting Party, including any director, manager, officer, employee, incorporator, member, limited or general partner, unitholder, stockholder, affiliate, agent, attorney, or Representative of, and any financial advisor or lender to, any Contracting Party (“Nonparty

Affiliates”), shall have any Liability (whether in Contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or such other Transaction Document, as applicable, or based on, in respect of, or by reason of this Agreement or such other Transaction Document, as applicable, or its negotiation, execution, performance, or breach; and, to the maximum extent permitted by applicable Law, each Contracting Party hereby waives and releases all such claims, causes of action and Liabilities against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by applicable Law, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available in law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any other Transaction Document or any representation or warranty made in this Agreement or any other Transaction Document.

(b) Effective upon the Closing, to the fullest extent permitted by applicable Law, the Seller on behalf of itself and the Selling Entities and their respective successors and assigns, (collectively, the “Seller Releasers”), hereby irrevocably, unconditionally, knowingly and voluntarily releases, acquits, remises, discharges and forever waives and relinquishes all claims, demands, obligations, liabilities, defenses, setoffs and causes of action of whatever kind or nature, whether known or unknown, which any of the Seller Releasers has, might have or might assert now or in the future, whether in law or in equity, against any of the Transferred Entities or any of their respective successors, assigns, officers, directors, managers or employees (the “Transferred Entity Releasees”) arising out of, based upon or resulting from any contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, in each case solely to the extent relating to the Transferred Entities (or any of their current or former operations or businesses, including the Business) and which first occurred, existed or was undertaken or permitted at or prior to the Closing (the “Seller Released Claims”); provided, that nothing contained in this Section 11.10(b) shall release or waive any rights or obligations under this Agreement or any Transaction Document or Claim for Fraud against a Contracting Party. Without limitation of the foregoing, the Seller, on behalf of itself and the Seller Releasers, hereby covenants and agrees that it shall not bring, initiate or support, directly or indirectly, any Seller Released Claim against any Transferred Entity Releasee.

(c) Effective upon the Closing, to the fullest extent permitted by applicable Law, the Purchaser on behalf of itself and the Transferred Entities and their respective successors and assigns, (collectively, the “Purchaser Releasers”), hereby irrevocably, unconditionally, knowingly and voluntarily releases, acquits, remises, discharges and forever waives and relinquishes all claims, demands, obligations, liabilities, defenses, setoffs and causes of action of whatever kind or nature, whether known or unknown, which any of the Purchaser Releasers has, might have or might assert now or in the future, whether in law or in equity, against the Selling Entities or any of their respective successors, assigns, officers, directors, managers or employees (the “Selling Entity Releasees”) arising out of, based upon or resulting from any contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown,

in each case solely to the extent relating to the Transferred Entities (or any of their current or former operations or businesses, including the Business) and which first occurred, existed or was undertaken or permitted at or prior to the Closing (the “Purchaser Released Claims”); provided, that nothing contained in this Section 11.10(c) shall release or waive any rights or obligations under this Agreement or any Transaction Document or Claim for Fraud against a Contracting Party. Without limitation of the foregoing, the Purchaser, on behalf of itself and the Purchaser Releasers, hereby covenants and agrees that it shall not bring, initiate or support, directly or indirectly, any Purchaser Released Claim against any Selling Entity Releasee.

SECTION 11.11. Legal Representation.

(a) Each of the parties to this Agreement acknowledges and agrees that Cravath, Swaine & Moore LLP (“Existing Counsel”) have acted as counsel for the Seller and may have acted as counsel for their Affiliates (including the Transferred Entities) in connection with this Agreement and the Transactions (the “Acquisition Engagement”).

(b) Each of the parties to this Agreement acknowledges and agrees that all confidential communications between a member of the Seller Group or any of their respective Affiliates (including the Transferred Entities), on the one hand, and any Existing Counsel or internal counsel of the Seller Group or any of its Affiliates, on the other hand, in the course of the Acquisition Engagement, and any attendant attorney-client privilege, attorney work product protection, and expectation of client confidentiality applicable thereto, shall be deemed to belong solely to the Seller and its retained Affiliates, and shall not pass to or be claimed, held, or used by the Purchaser or any of its Affiliates (including the Transferred Entities) upon or after the Closing. Accordingly, the Purchaser shall not have access to any such communications, or to the files of any Existing Counsel or such internal counsel relating to the Acquisition Engagement, whether or not the Closing occurs. Without limiting the generality of the foregoing, upon and after the Closing, (i) to the extent that files of any Existing Counsel or such internal counsel in respect of the Acquisition Engagement constitute property of the client, only the Seller and its Affiliates shall hold such property rights, and (ii) Existing Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Purchaser or any of its Affiliates or any Transferred Entity by reason of any attorney-client relationship between Existing Counsel and the Transferred Entities or otherwise. If and to the extent that, at any time subsequent to Closing, the Purchaser or any of its Affiliates shall have the right to assert or waive any attorney-client privilege with respect to any communication between a member of the Seller Group and Existing Counsel or such internal counsel that occurred at any time prior to the Closing, the Purchaser, on behalf of itself and its Affiliates and the Transferred Entities shall be entitled to waive such privilege only with the prior written consent of the Seller.

(c) Each of the parties to this Agreement acknowledges and agrees that any Existing Counsel may continue to represent the Seller or any of its Affiliates in future matters. Accordingly, the Purchaser, on behalf of itself and its Affiliates expressly: (i) consents to each Existing Counsel’s representation of the Seller and any of its Affiliates in any matter, including any post-Closing matter in which the interests of the Purchaser or any of its Affiliates (including the Transferred Entities), on the one hand, and the Seller or any of its Affiliates, on the other hand, are adverse, including any matter relating to the Transactions, and whether or not such matter is one in which Existing Counsel may have previously advised the Seller or any of its Affiliates; and

(ii) consents to the disclosure by each Existing Counsel to the Seller or any of its Affiliates of any information learned by such Existing Counsel in the course of its representation of the Seller or any of its Affiliates, whether or not such information is subject to attorney-client privilege, attorney work product protection, or such Existing Counsel’s duty of confidentiality.

(d) The Transferred Entities and the Purchaser and its Affiliates that acquire the Transferred Entities shall not have any attorney-client relationship with any Existing Counsel from and after the Closing, unless and to the extent such Existing Counsel is specifically engaged in writing by the Purchaser or the Transferred Entities to represent such entity after the Closing. Any such representation by such Existing Counsel after the Closing shall not affect the foregoing provisions hereof.

(e) The Purchaser and the Seller consent to the arrangements in this Section 11.11 and agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 11.11 and not to take or cause their respective Affiliates to take positions contrary to the intent of this Section 11.11.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

CUMMINS INC.,
by
	/s/ Jeffrey Wiltrout
	Name: Jeffrey Wiltrout
	Title: Vice President – Corporate Strategy

ALTRA INDUSTRIAL MOTION CORP.,
by
	/s/ Glenn E. Deegan
	Name: Glenn E. Deegan
	Title: Chief Legal and Human Resources Officer

EX-10.18

Exhibit 10.18

CREDIT AGREEMENT

Dated as of November 17, 2021

among

ALTRA INDUSTRIAL MOTION CORP.
and Certain of its Subsidiaries,
as Borrowers,

THE LENDERS PARTY HERETO,

BANK OF MONTREAL,
as Administrative Agent, Sustainability Structuring Agent and Collateral Agent

BMO CAPITAL MARKETS CORP.,
CITIZENS BANK, N.A.,
JPMORGAN CHASE BANK, N.A.,

and
WELLS FARGO SECURITIES, LLC
as Joint Lead Arrangers and Joint Bookrunners

and

CITIZENS BANK, N.A.,

JPMORGAN CHASE BANK, N.A.,
and
WELLS FARGO SECURITIES, LLC
as Co-Syndication Agents

and

PNC BANK, NATIONAL ASSOCIATION,
HSBC SECURITIES (USA) INC.,
KEYBANK NATIONAL ASSOCIATION,
MUFG UNION BANK, N.A.,
and
TD SECURITIES (USA) LLC
as Co-Documentation Agents

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS		1
Section 1.01	Certain Defined Terms.	1
Section 1.02	Computation of Time Periods.	67
Section 1.03	Accounting Terms.	67
Section 1.04	Terms Generally.	68
Section 1.05	Additional Agreed Currencies.	69
Section 1.06	Cashless Rolls.	70
Section 1.07	Classification of Loans and Borrowings.	72
Section 1.08	Determination of Dollar Amounts.	72
ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT		72
Section 2.01	The Loans and Letters of Credit	72
Section 2.02	Making the Loans.	74
Section 2.03	Issuance of and Drawings and Reimbursement Under Letters of Credit.	76
Section 2.04	Swingline Loans.	80
Section 2.05	Fees.	81
Section 2.06	Optional Termination or Reduction of the Commitments.	82
Section 2.07	Repayment of Loans and Letter of Credit Drawings.	82
Section 2.08	Interest on Loans.	84
Section 2.09	Interest Rate Determination.	85
Section 2.10	Optional Conversion of Loans.	87
Section 2.11	Prepayments of Loans.	89
Section 2.12	Increased Costs.	92
Section 2.13	Illegality.	94
Section 2.14	Payments and Computations.	95

Section 2.15	Taxes.	96
Section 2.16	Sharing of Payments, Etc.	104
Section 2.17	Evidence of Debt.	105
Section 2.18	Use of Proceeds.	106
Section 2.19	Mitigation Obligations; Replacement of Lenders.	106
Section 2.20	Cash Collateral.	107
Section 2.21	Defaulting Lenders.	108
Section 2.22	Specified Refinancing Debt.	110
Section 2.23	Extension of Term Loans; Extension of Revolving Credit Commitments.	112
Section 2.24	Incremental Facilities.	116
Section 2.25	Designated Borrowers.	119
Section 2.26	Effect of Benchmark Transition Event.	120
Section 2.27	Sustainability Adjustment Amendments	122
ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING		123
Section 3.01	Conditions Precedent to Effectiveness.	123
Section 3.02	Conditions Precedent to Each Revolving Credit Borrowing and Issuance.	127
Section 3.03	Initial Credit Event for each Additional Borrower.	127
ARTICLE IV REPRESENTATIONS AND WARRANTIES		128
Section 4.01	Organization; Authorization.	128
Section 4.02	Powers.	128
Section 4.03	No Conflicts.	128
Section 4.04	Government Approvals.	129
Section 4.05	Execution; Enforceability.	129
Section 4.06	Financial Statements; No Material Adverse Effect.	129
Section 4.07	Litigation.	129
Section 4.08	Margin Securities.	130

Section 4.09	Investment Company Act.	130
Section 4.10	Disclosure.	130
Section 4.11	Solvency.	130
Section 4.12	Taxes.	130
Section 4.13	Subsidiaries.	130
Section 4.14	Environmental Matters.	131
Section 4.15	Properties.	131
Section 4.16	Anti-Corruption Laws and Sanctions; Compliance with Laws.	131
Section 4.17	ERISA.	132
Section 4.18	Security Interest in Collateral.	132
Section 4.19	Labor Matters.	133
Section 4.20	Representations as to Foreign Borrowers.	133
ARTICLE V AFFIRMATIVE COVENANTS OF THE LOAN PARTIES		135
Section 5.01	Compliance with Laws.	135
Section 5.02	Maintenance of Insurance.	135
Section 5.03	Preservation of Corporate Existence, Etc.	136
Section 5.04	Visitation Rights.	136
Section 5.05	Keeping of Books.	136
Section 5.06	Maintenance of Properties, Etc.	136
Section 5.07	Reporting Requirements.	137
Section 5.08	Use of Proceeds.	139
Section 5.09	Regulatory Approvals.	139
Section 5.10	Further Assurances.	139
Section 5.11	Post-Closing Obligations.	141
Section 5.12	Lender Conference Calls.	141
Section 5.13	Payment of Taxes.	142

ARTICLE VI NEGATIVE COVENANTS OF THE LOAN PARTIES		142
Section 6.01	Liens.	142
Section 6.02	Change in Fiscal Year.	145
Section 6.03	Change in Nature of Business.	145
Section 6.04	[Reserved].	145
Section 6.05	Hedge Agreements.	145
Section 6.06	Restricted Payments.	145
Section 6.07	Negative Pledge.	147
Section 6.08	Investments, Loans and Advances.	148
Section 6.09	Indebtedness.	151
Section 6.10	Other Indebtedness and Agreements.	156
Section 6.11	Fundamental Changes.	157
Section 6.12	Dispositions.	158
Section 6.13	Designation of Subsidiaries.	160
Section 6.14	Transactions with Affiliates.	161
Section 6.15	Financial Covenants.	163
ARTICLE VII EVENTS OF DEFAULT		163
Section 7.01	Events of Default.	163
Section 7.02	Actions in Respect of the Letters of Credit upon Default.	165
Section 7.03	Application of Funds.	166
ARTICLE VIII THE AGENT		167
Section 8.01	Authorization and Authority.	167
Section 8.02	Rights as a Lender.	168
Section 8.03	Duties of Agent; Exculpatory Provisions.	168
Section 8.04	Reliance by Agent.	169
Section 8.05	Delegation of Duties.	169

Section 8.06	Resignation of Agent.	170
Section 8.07	Non-Reliance on Agent and Other Lenders.	171
Section 8.08	No Other Duties, Etc.	171
Section 8.09	Agent May File Proofs of Claim.	171
Section 8.10	Collateral and Guaranty Matters.	172
Section 8.11	Cash Management Banks and Hedge Banks	173
Section 8.12	Certain ERISA Matters	173
Section 8.13	Restricted Lenders	174
Section 8.14	Hedging Liability and Funds transfer and Deposit Account Lability Arrangements	174
Section 8.15	Sustainability Matters.	175
Section 8.16	Recovery of Erroneous Payments	175
ARTICLE IX MISCELLANEOUS		175
Section 9.01	Amendments, Etc	176
Section 9.02	Notices, Etc	179
Section 9.03	No Waiver; Remedies	180
Section 9.04	Costs and Expenses	181
Section 9.05	Right of Set-Off	183
Section 9.06	Binding Effect	184
Section 9.07	Assignments and Participations	184
Section 9.08	Confidentiality	188
Section 9.09	Governing Law	189
Section 9.10	Execution in Counterparts	189
Section 9.11	Judgment	189
Section 9.12	Jurisdiction, Etc	190
Section 9.13	No Liability of the Issuing Banks	190
Section 9.14	Patriot Act Notice	191

Section 9.15	Other Relationships; No Fiduciary Duty	191
Section 9.16	Waiver of Jury Trial	192
Section 9.17	Interest Rate Limitation	192
Section 9.18	Material Non-Public Information	192
Section 9.19	Authorization to Distribute Certain Materials to Public-Siders	193
Section 9.20	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	193
Section 9.21	Severability	195
Section 9.22	Intercreditor Agreements	195
Section 9.23	Acknowledgement Regarding Any Supported QFCs	195

Schedules

Schedule I Commitments

Schedule II Subsidiary Guarantors

Schedule III UK Treaty Lenders

Schedule 1.01(a) Mortgaged Property

Schedule 1.01(b) Existing Contracts Prohibiting Subsidiary Guarantees

Schedule 1.01(c) Existing Letters of Credit

Schedule 2.25 Designated Borrowers

Schedule 4.13 Subsidiaries

Schedule 5.11 Post-Closing Obligations

Schedule 6.01(c) Existing Liens

Schedule 6.08(a) Existing Investments

Schedule 6.09(i) Existing Indebtedness

Schedule 6.10 Burdensome Agreements

Schedule 6.14 Transactions with Affiliates

Exhibits

Exhibit A-1 Form of Revolving Credit Note

Exhibit A-2 Form of Term Note

Exhibit B Form of Notice of Borrowing

Exhibit C Form of Assignment and Assumption

Exhibit D-1 – D-4 Form of Tax Compliance Certificates

Exhibit E-1 Form of Designated Borrower Request and Assumption Agreement

Exhibit E-2 Form of Designated Borrower Notice

Exhibit F Form of Solvency Certificate

This CREDIT AGREEMENT, dated as of November 17, 2021 (including the Schedules and Exhibits hereto and as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among ALTRA INDUSTRIAL MOTION CORP., a Delaware corporation (the “Company”), certain Subsidiaries of the Company from time to time party hereto pursuant to Section 2.25 (each, a “Designated Borrower” and, together with the Company, the “Borrowers” and each, a “Borrower”), the Lenders (as defined in Article I), and BANK OF MONTREAL (“BMO”), as administrative agent hereunder (in such capacity, the “Administrative Agent”), as Sustainability Structuring Agent hereunder, and as Collateral Agent hereunder and under the Security and Guarantee Documents for the Lenders.

The Borrowers have requested that (a) the Term Lenders (such term and each other capitalized term used in this paragraph and the next paragraph and not otherwise defined above shall have the meaning assigned to such term in Article I) extend credit in the form of Term Loans on the Closing Date in an aggregate principal amount not in excess of $400,000,000 and (b) each Revolving Credit Lender extend credit in the form of Revolving Credit Loans and the Issuing Bank issue Letters of Credit, in each case at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Facility Maturity Date such that the aggregate Revolving Credit Exposure of all Revolving Credit Lenders will not exceed $1,000,000,000 at any time, in each case without limiting Section 2.24; provided, however, that the aggregate principal amount of Revolving Credit Loans made on the Closing Date shall not exceed the amounts set forth in Section 2.18(a).

The Lenders are willing to extend such credit to the Borrowers, and each Issuing Bank is willing to issue Letters of Credit for the account of the Borrowers and the other Restricted Subsidiaries, in each case on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 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):

“2026 Note” means the 6.125% Notes due 2026 of Stevens Holding Company, Inc., a Delaware corporation, issued under the 2026 Notes Indenture.

“2026 Notes Indenture” means that certain Indenture, dated as of October 1, 2018, among Stevens Holding Company, Inc., a Delaware corporation, as issuer, the guarantors from time to time party thereto and The Bank of New York Mellon Trust Company N.A., as trustee, as amended from time to time (including by that certain Supplemental Indenture, dated as of October 1, 2018, among Stevens Holding Company, Inc., a Delaware corporation, the other guarantors party thereto and The Bank of New York Mellon Trust Company N.A., as trustee).

“Administrative Agent” has the meaning specified in the preamble hereto.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Agent.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent” means BMO, in its capacities as Administrative Agent and Collateral Agent.

“Agent’s Account” means the account of the Agent as is designated in writing from time to time by the Agent to the Company and the Lenders for such purpose.

“Agreed Currencies” means (a) Dollars, (b) Euro, (c) Pounds Sterling, and (d) any other currency that becomes an Agreed Currency pursuant to Section 1.05; provided that if any such currency (other than Dollars) at any time fails to be a lawful currency that is readily available and freely transferable and convertible into Dollars, whether due to currency control or other exchange regulations imposed in the country in which such currency is issued or otherwise (a “Disqualifying Event”), then the Administrative Agent shall promptly notify the Revolving Credit Lenders and the Company, and such currency shall no longer be an Agreed Currency until such time as the Disqualifying Event no longer exists.

“Agreement” has the meaning specified in the preamble hereto.

“All-in Yield” shall mean, as to any Loans, the yield thereon payable by the Company to all Lenders (or other lenders, as applicable) providing such Loans, as reasonably determined by the Administrative Agent in consultation with the Company, whether in the form of interest rate, margin, original issue discount, up-front fees, rate floors or otherwise; provided that original issue discount and up-front fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the life of such Loans); and provided, further, that “All-in Yield” shall not include arrangement, commitment, underwriting, structuring or similar fees and customary consent fees for an amendment paid generally to consenting lenders.

“Annual Compliance Certificate” has the meaning specified in Section 5.07(b).

“Anti-Corruption Laws” means all laws, treaties, rules and regulations of any jurisdiction applicable to the Company or any of the Subsidiaries or any of their Affiliates concerning or relating to bribery or corruption (including the United States Foreign Corrupt Practices Act of 1977, as amended).

“Applicable Foreign Borrower Documents” has the meaning assigned to such term in Section 4.20.

“Applicable Lending Office” means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of a Base Rate Loan and such Lender’s Eurocurrency Lending Office in the case of a Eurocurrency Rate Loan.

“Applicable Margin” means with respect to the Loans, (a) at any time prior to the date on which the financial statements and accompanying Compliance Certificate for the first full fiscal quarter of the Company ending after the Closing Date are delivered pursuant to Section 5.07(a) or (b), as applicable, (x) in the case of Eurocurrency Rate Loans and RFR Loans, as applicable, 1.500% per annum and (y) in the case of Base Rate Loans, 0.500% per annum, and (b) thereafter, the percentage per annum set forth in the table below under the appropriate caption determined by reference to the Total Leverage Ratio at the end of the most recent fiscal quarter of the Company (subject to the last paragraph of this definition):

Pricing Level	Total Leverage Ratio	Applicable Margin for Eurocurrency Rate Loans or RFR Loans	Applicable Margin for Base Rate Loans
I	Greater than or equal to 3.00 to 1.00	1.750%	0.750%
II	Less than 3.00 to 1.00 but greater than or equal to 2.50 to 1.00	1.500%	0.500%
III	Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00	1.375%	0.375%
IV	Less than 2.00 to 1.00 but greater than or equal to 1.50 to 1.00	1.250%	0.250%
V	Less than 1.50 to 1.00 but greater than or equal to 1.00 to 1.00	1.125%	0.125%
VI	Less than 1.00 to 1.00	1.000%	0.000%

The Applicable Margin shall be re-determined quarterly on the first Business Day following the date of delivery to the Agent of the calculation of the Total Leverage Ratio based on the financial statements and the accompanying Compliance Certificate required to be delivered pursuant to Section 5.07(a) or (b), as applicable. If the Agent has not received such financial statements and the accompanying Compliance Certificate setting forth such calculation when due pursuant to Section 5.07(a) or (b), as applicable, the Applicable Margin shall be determined as if Pricing Level I shall have applied until the first Business Day after the date of delivery of such financial statements and the accompanying Compliance Certificate setting forth such calculation to Agent. In the event that any financial statement or Compliance Certificate delivered pursuant to Section 5.07(a) or (b), as applicable, is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (a “Margin Applicable Period”) than the Applicable Margin actually applied for such Margin Applicable Period, then (i) the Company shall promptly upon becoming aware of any such inaccuracy deliver to the Agent a corrected Compliance Certificate for such Margin Applicable Period and (ii) the Company shall promptly

pay to the Agent the accrued additional amounts owing as a result of such increased Applicable Margin for such Margin Applicable Period.

After any Sustainability Adjustment Amendment Effective Date and following the date on which the Borrowers provide a Pricing Certificate in respect of the Borrowers’ most recently ended KPI Metrics Reference Period, but no sooner than the Sustainability Pricing Adjustment Date the Applicable Margin shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Margin Adjustment Amount as set forth in such Pricing Certificate. Each change in the Applicable Margin resulting from a Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment Date (or, in the case of non-delivery of a Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to Section 5.07(g)). It is understood and agreed that the Applicable Margin will never be reduced or increased by more than 10 bps per annum, as applicable, during any Sustainability Margin Adjustment Period.

If (i)(A) any Borrower or any Lender becomes aware of any material inaccuracy in the Sustainability Margin Adjustment Amount or the KPI Metrics as reported in a Pricing Certificate (any such material inaccuracy, a “Pricing Certificate Inaccuracy”) and, in the case of any Lender, such Lender delivers, not later than ten (10) Business Days after obtaining knowledge thereof, a written notice to the Agent describing such Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of the Sustainability Margin Adjustment Amount or the KPI Metrics, as applicable, and which shall be shared with each Lender and the Borrowers), or (B) the Borrowers and the Required Lenders agree that there was a Pricing Certificate Inaccuracy at the time of delivery of a Pricing Certificate, and (ii) a proper calculation of the Sustainability Margin Adjustment Amount or the KPI Metrics would have resulted in no adjustment or an increase in the Applicable Margin, the Borrowers shall be obligated to pay to the Agent for the account of the applicable Lenders promptly on demand by the Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under any Debtor Relief Laws), automatically and without further action by the Agent or any Lender), but in any event within ten (10) Business Days after the Borrowers have received written notice of, or have agreed in writing that there was, a Pricing Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest that should have been paid for such period over (2) the amount of interest actually paid for such period. If the Borrowers become aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Margin Adjustment Amount or the KPI Metrics would have resulted in a decrease in the Applicable Margins for any period, then, upon receipt by the Agent of notice from the Borrowers of such Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of the Sustainability Margin Adjustment Amount or the KPI Metrics, as applicable), commencing one (1) Business Day following receipt by the Agent of such notice, the Applicable Margin shall be adjusted to reflect the corrected calculations of the Sustainability Margin Adjustment Amount or the KPI Metrics, as applicable.

“Applicable Percentage” means (a) at any time prior to the date on which the financial statements and accompanying Compliance Certificate for the first full fiscal quarter of the Company ending after the Closing Date are delivered pursuant to Section 5.07(a) or (b), as applicable, 0.250% per annum, and (b) thereafter, the percentage per annum set forth in the table below under the appropriate caption determined by reference to the Total Leverage Ratio at the end of the most recent fiscal quarter of the Company (subject to the last paragraph of this definition):

Pricing Level	Total Leverage Ratio	Applicable Percentage
I	Greater than or equal to 3.00 to 1.00	0.300%
II	Less than 3.00 to 1.00 but greater than or equal to 2.50 to 1.00	0.250%
III	Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00	0.225%
IV	Less than 2.00 to 1.00 but greater than or equal to 1.50 to 1.00	0.200%
V	Less than 1.50 to 1.00 but greater than or equal to 1.00 to 1.00	0.175%
VI	Less than 1.00 to 1.00	0.150%

The Applicable Percentage shall be re-determined quarterly on the first Business Day following the date of delivery to the Agent of the calculation of the Total Leverage Ratio based on the financial statements and the accompanying Compliance Certificate required to be delivered pursuant to Section 5.07(a) or (b), as applicable. If the Agent has not received such financial statements and the accompanying Compliance Certificate setting forth such calculation when due pursuant to Section 5.07(a) or (b), as applicable, the Applicable Percentage shall be determined as if Pricing Level I shall have applied until the first Business Day after the date of delivery of such financial statements and the accompanying Compliance Certificate setting forth such calculation to Agent. In the event that any financial statement or Compliance Certificate delivered pursuant to Section 5.07(a) or (b), as applicable, is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Percentage for any period (a “Percentage Applicable Period”) than the Applicable Percentage actually applied for such Percentage Applicable Period, then (i) the Company shall promptly upon becoming aware of any such inaccuracy deliver to the Agent a corrected Compliance Certificate for such Percentage Applicable Period and (ii) the Company shall promptly pay to the Agent the accrued additional amounts owing as a result of such increased Applicable Percentage for such Percentage Applicable Period.

“Applicant Borrower” has the meaning assigned to such term in Section 2.25(a).

“Appropriate Lender” means, at any time, (a) with respect to any of the Term Facility, the Revolving Credit Facility, any facility consisting of Extended Revolving Credit Commitments, any facility consisting of Extended Term Loans, any Specified Refinancing Debt or any Specified Incremental Term Facility, a Lender that has a Commitment with respect to such Facility or holds a Term Loan, a Revolving Credit Loan, a Loan under Extended Revolving Credit Commitments, an Extended Term Loan, a Specified Refinancing Term Loan, a Specified Refinancing Revolving Loan or a Specified Incremental Term Loan, respectively, at such time and (b) with respect to the Letter of Credit Facility, (i) the Issuing Banks and (ii) if any Letters of Credit have been issued hereunder, the Revolving Credit Lenders.

“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 (i) BMO Capital Markets Corp., Citizens Bank, N.A., JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC, in their capacities as joint lead arrangers and bookrunners, (ii) the Co-Syndication Agents and (iii) the Co-Documentation Agents.

“Asset Sale” means the Disposition (including by way of merger, casualty, condemnation, other event of loss or otherwise) by the Company or any of the Restricted Subsidiaries to any Person other than a Loan Party of (a) any Equity Interests of any Restricted Subsidiaries (other than directors’ qualifying shares) or (b) any other assets (including, for the avoidance of doubt, sales of receivables pursuant to any Permitted Receivables Facility) of the Company or any of the Restricted Subsidiaries, other than, in the case of either clause (a) or (b), as applicable, (i) inventory, cash and Cash Equivalents Disposed of in the Ordinary Course of Business of the Company and the Restricted Subsidiaries, (ii) Dispositions permitted by Sections 6.12(a)(i), (e), (g), (s), (t) and (v), or (iii) assets Disposed of in transactions constituting Investments permitted under Section 6.08 or Restricted Payments permitted under Section 6.06.

“Asset Swap” means a concurrent purchase and sale or exchange of Related Business Assets (or assets which prior to their sale or exchange have ceased to be Related Business Assets of the Company or any of the Restricted Subsidiaries) between the Company or any of the Restricted Subsidiaries and another Person; provided that the Company or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the fair market value (such fair market value to be determined on the date of the contractually agreeing to such transaction) as determined in good faith by the Company.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.07), and accepted by the Agent, in substantially the form of Exhibit C or any other form approved by the Agent.

“Availability Period” means the period from and including the Closing Date to but excluding the Revolving Credit Facility Maturity Date.

“Available Amount” means, at any time of determination (any such time, the applicable “Reference Time”), an amount equal to, without duplication:

(x) the sum of:

(i) the greater of (x) $150,000,000 and (y) 25% of LTM EBITDA; plus

(ii) 50% of Consolidated Net Income for the period (taken as one period) commencing with the first day of the fiscal quarter in which the Closing Date occurs and ending on the applicable date of determination; provided that this clause (ii) shall in no event be less than $0; plus

(iii) the Net Cash Proceeds of any Qualified Equity Issuance received by the Company after the Closing Date and prior to the Reference Time and at such time Not Otherwise Applied; plus

(iv) the Net Cash Proceeds of any Indebtedness of the Company or any Restricted Subsidiary owed or issued to any Person (other than the Company or any Restricted Subsidiary) that has been incurred or issued after the Closing Date and prior to the Reference Time and subsequently exchanged or converted into a Qualified Equity Issuance and at such time Not Otherwise Applied; plus

(v) any Declined Amounts; plus

(vi) the aggregate amount of cash and Cash Equivalents received by the Company or a Restricted Subsidiary from any sale of any Investment (other than to the Company or a Restricted Subsidiary) and cash and Cash Equivalent returns, profits, distributions and similar amounts received by the Company or a Restricted Subsidiary on Investments, in each case (x) solely with respect to Investments made in a Person that is not the Company or a Restricted Subsidiary using the Available Amount and (y) to the extent (1) not already included in Consolidated Net Income, (2) not in excess of the original Investment made using the Available Amount and (3) at such time Not Otherwise Applied; plus

(vii) in the event that the Company redesignates any Unrestricted Subsidiary as a Restricted Subsidiary after the Closing Date (which, for purposes hereof, shall be deemed to also include (A) the merger, consolidation, liquidation or similar amalgamation of any Unrestricted Subsidiary into the Company or any Restricted Subsidiary, so long as the Company or such Restricted Subsidiary is the surviving Person, and (B) the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Company or any Restricted Subsidiary), the fair market value of the net Investment of the Company and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation;

minus:

(y) all or any portion of the Available Amount that has been applied prior to the Reference Time to make Investments, Restricted Payments, prepayments, redemptions, purchases, defeasements or other satisfactions prior to the scheduled maturity of any Junior Financings or for any other purpose permitted hereunder.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of Section 2.26.

“Base Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of:

(a) the Prime Rate in effect on such day;

(b) 1/2 of one percent per annum above the Federal Funds Effective Rate; and

(c) the Intercontinental Exchange Benchmark Administration Ltd. (or the successor thereto if it is no longer making such rates available) Benchmark applicable to Dollars for a period of one month (“One Month LIBOR”) plus 1.00% (for the avoidance of doubt, the One Month LIBOR for any day shall be based on the rate appearing on Reuters LIBOR01 Page (or other commercially available source providing such quotations as designated by the Agent from time to time) at approximately 11:00 a.m. London time on such day and shall be adjusted for any reserve requirements in accordance with the definition of Eurocurrency Rate, mutatis mutandis), except if such day is not a Business Day or is not a day for trading between banks in Dollar deposits in the London interbank market, then One Month LIBOR for such day shall be equivalent to One Month LIBOR for the most recent preceding day that is a Business Day for trading between banks in Dollar deposits in the London interbank market; provided that in no event shall One Month LIBOR be less than 0%.

Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the LIBO Rate, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section 2.09 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Base Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Base Rate Loan” means a Loan that bears interest as provided in Section 2.08(a)(i). All Base Rate Loans shall be denominated in Dollars.

“Benchmark” means for any Agreed Currency, initially, the Relevant Rate for such currency; provided that if a Benchmark Transition Event, a Term SOFR Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to a Relevant Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (a) or (b) of Section 2.26.

“Benchmark Replacement”means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in an Agreed Currency other than Dollars, “Benchmark Replacement” shall mean the alternative set forth in (3) below:

(1) the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;

(2) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;

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

provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; providedfurther that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document and solely with respect to Loans denominated in Dollars, upon the occurrence of a Term SOFR Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in clause (1) of this definition (subject to the first proviso above). If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment”means, with respect to any replacement of the then current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:

(1) for purposes of clause (1) of the definition of “Benchmark Replacement,” 0.11448% (11.448 basis points) for an Available Tenor of one-month’s duration, 0.26161% (26.161 basis points) for an Available Tenor of three-months’ duration, and 0.42826% (42.826 basis points) for an Available Tenor of six-months’ duration;

(2) for purposes of clause (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Administrative Agent:

(a) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor;

(b) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and

(3) for purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar denominated syndicated credit facilities.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” the timing and frequency of determining rates and making payments of interest, the timing of borrowing requests or prepayment, conversion or continuation notices, the length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof)

permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);

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

(3) in the case of a Term SOFR Event, the date that is 30 days after the date a Term SOFR Notice is provided to the Lenders and the Borrower pursuant to Section 2.26; or

(4) in the case of an Early Opt-in Election, the 6th Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York time) on the 5th Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event”means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

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

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

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred

with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period”means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.26 and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.26.

“Beneficial Ownership Certification” means a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1020.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Borrower” and “Borrowers” each has the meaning assigned to such term in the preamble hereto.

“Borrower DTTP Filing” means an HM Revenue & Customs’ Form DTTP2 duly completed and filed by the relevant Borrower, which:

(a) where it relates to a UK Treaty Lender that is a Lender on the date on which this Agreement is entered into, contains the scheme reference number and jurisdiction of tax residence stated in Schedule III to this Agreement, and

(i) where the Borrower is a Borrower on the date on which this Agreement is entered into, is filed with HM Revenue & Customs within 30 days of the date of this Agreement; or

(ii) where the Borrower becomes a Borrower under this Agreement after the date hereof, is filed with HM Revenue & Customs within 30 days of the date on which that Borrower becomes a Borrower under this Agreement; or

(b) where it relates to a UK Treaty Lender that becomes a Lender after the date on which this Agreement is entered into, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the relevant Assignment and Assumption which it executes on becoming a party to this Agreement as a Lender, and

(i) where the Borrower is a Borrower as at the relevant date of transfer, is filed with HM Revenue & Customs within 30 days of that date; or

(ii) where the Borrower is not a Borrower as at the relevant date of transfer, is filed with HM Revenue & Customs within 30 days of the date on which that Borrower becomes a Borrower under this Agreement.

“Borrowing” means (a) Loans of the same Class, Type and Agreed Currency made, converted or continued on the same date and, in the case of Eurocurrency Rate Loans, as to which a single Interest Period

is in effect, and may refer to a Revolving Credit Borrowing, a Term Borrowing or an Incremental Term Borrowing, as the context may require or (b) a Swingline Loan.

“Borrowing Minimum” means $1,000,000 (or, in the case of a Borrowing denominated in any Foreign Currency, the Equivalent Amount thereof).

“Borrowing Multiple” means $500,000 (or, in the case of a Borrowing denominated in any Foreign Currency, the Equivalent Amount thereof).

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that (a) when used in connection with a Eurocurrency Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in the applicable Agreed Currency in the London interbank market or (other than in respect of Borrowings denominated in Dollars or Euros) the principal financial center of such Agreed Currency, (b) when used in connection with a Eurocurrency Loan denominated in Euros, the term “Business Day” shall also exclude any day which is not a TARGET Day and (c) in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings in the applicable Agreed Currency of such RFR Loan, any such day that is only an RFR Business Day.

“Capital Expenditures” means, for any period, the additions to property, plant and equipment and other capital expenditures of the Company or any of the Restricted Subsidiaries that are (or should be in accordance with GAAP) set forth in a consolidated statement of cash flows of the Company and the Restricted Subsidiaries for such period prepared in accordance with GAAP, but excluding in each case any such expenditure made to restore, replace or rebuild property subject to any damage, loss, destruction or condemnation, to the extent such expenditure is made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation.

“Capital Lease” has the meaning specified in the definition of Capital Lease Obligations.

“Capital Lease Obligations” means all monetary obligations of any Person under any leasing or similar arrangement which, in accordance with GAAP, is classified as a capital lease (“Capital Lease”).

“Captive Insurance Subsidiary” means any Subsidiary of the Company that is subject to regulation as an insurance company (or any Subsidiary thereof).

“Carryover Amount” has the meaning assigned to such term in Section 6.06(e).

“Cash Collateral” has the meaning specified in the definition of Cash Collateralize.

“Cash Collateralize” means to pledge and deposit with or deliver to the Agent, for the benefit of one or more of the Issuing Banks or Revolving Credit Lenders, as collateral for L/C Obligations or obligations of Revolving Credit Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances in an amount equal to 103% of the Stated Amount thereof or, if the Agent and each applicable Issuing Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Agent and the applicable Issuing Bank (such collateral and other credit support, including the proceeds thereof, “Cash Collateral”).

“Cash Equivalents” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within two hundred seventy (270) days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating agency);

(c) investments in certificates of deposit, bankers’ acceptances and time deposits maturing within one hundred eighty (180) days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, the Agent or any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above;

(e) investments in money market and similar highly liquid funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated in the highest rating category obtainable from S&P or Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized rating agency) and (iii) have portfolio assets of at least $5,000,000,000;

(f) readily marketable direct obligations with average maturities of 12 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, by any political subdivision or taxing authority of any such state, commonwealth or territory having an investment grade rating from either S&P or Moody’s (or the equivalent thereof);

(g) readily marketable direct obligations issued by any foreign government or any political subdivision or public instrumentality thereof, in each case having an investment grade rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized rating agency) with maturities of 12 months or less from the date of acquisition;

(h) investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AA- (or the equivalent thereof) or better by S&P or Aa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized rating agency); and

(i) investment funds investing at least 95% of their assets in securities of the types (including as to credit quality and maturity) described in clauses (a) through (h) above.

Solely in the case of investments by any Foreign Subsidiary that is a Restricted Subsidiary, Cash Equivalents shall also include investments of the type (including comparable quality), and maturity described in clauses (a) through (f) and clauses (h) through (i) above of foreign obligors (including investments that are denominated in currencies other than Dollars), which investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable

foreign rating agencies and are investments customarily utilized in such countries in which such Foreign Subsidiary operates for short term cash management purposes.

“Cash Management Bank” means each provider of Cash Management Services, the obligations under which constitute Secured Cash Management Obligations.

“Cash Management Services” means treasury management services (including depository arrangements, controlled disbursements, zero balance arrangements, cash sweeps, automated clearinghouse transactions, return items, overdrafts, temporary advances, interstate depository network services, electronic funds transfer, purchasing or debit card arrangements and other customary cash management arrangements) provided to any Loan Party.

“Central Bank Rate” means, (A) the greater of (i) for any Loan denominated in (a) Sterling, the Bank of England (or any successor thereto)’s “Bank Rate” as published by the Bank of England (or any successor thereto) from time to time, (b) Euro, one of the following three rates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time and (c) any other Agreed Currency determined after the Effective Date, a central bank rate as determined by the Administrative Agent in its reasonable discretion and (ii) 0.00%; plus (B) the applicable Central Bank Rate Adjustment.

“Central Bank Rate Adjustment” means, for any day, for any Loan denominated in (a) Euro, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the Adjusted EURIBOR Rate for the five most recent Business Days preceding such day for which the EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest Adjusted EURIBOR Rate applicable during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day in such period, (b) Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of Adjusted Daily Simple RFR for Sterling Borrowings for the five most recent RFR Business Days preceding such day for which SONIA was available (excluding, from such averaging, the highest and the lowest such Adjusted Daily Simple RFR applicable during such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Sterling in effect on the last RFR Business Day in such period, and (c) any other Agreed Currency determined after the Closing Date, a Central Bank Rate Adjustment as determined by the Administrative Agent in its reasonable discretion. For purposes of this definition, (x) the term Central Bank Rate shall be determined disregarding clause (B) of the definition of such term and (y) each of the EURIBOR Rate on any day shall be based on the EURIBOR Screen Rate on such day at approximately the time referred to in the definition of such term for deposits in the applicable Agreed Currency for a maturity of one month.

“CFC” means a “controlled foreign corporation” within the meaning of Section 957(a) of the Code.

“CFC Holdco” means a Subsidiary substantially all of whose assets consist of the Equity Interests and/or Indebtedness of one or more CFCs (directly or indirectly through entities that are disregarded for United States federal tax purposes).

“Change in Control” means any of:

(a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person (other than the Company or any direct or indirect wholly owned Restricted Subsidiary) of any Equity Interest in any Designated Borrower;

(b) an event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a “person” or “group” shall be deemed to have “beneficial ownership” of all Voting Stock that such “person” or “group” has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of Voting Stock of the Company (or other securities convertible into or exchangeable for such Voting Stock) representing 35% or more of the combined voting power of all Voting Stock of the Company (on a fully diluted basis); or

(c) there shall have occurred under any indenture or other instrument evidencing any Material Indebtedness any “change in control” or like event (as set forth in the indenture, agreement or other evidence of such Material Indebtedness) obligating the Company or any of the Restricted Subsidiaries to repurchase, redeem or repay (or entitling the holders thereof to accelerate the final maturity of) all or any part of the Indebtedness provided for therein.

“Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided 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 Law”, regardless of the date enacted, adopted or issued.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Credit Loans, Term Loans, Swingline Loans or Incremental Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment, a Letter of Credit Commitment, a Term Commitment or an Incremental Commitment.

“Closing Date” has the meaning specified in Section 3.01.

“Code” means the Internal Revenue Code of 1986.

“Co-Documentation Agents” means PNC Bank, National Association, HSBC Securities (USA) Inc., KeyBank National Association, MUFG Union Bank, N.A. and TD Securities (USA) LLC.

“Collateral” means all the “Collateral” as defined in any Security and Guarantee Documents and shall also include the Mortgaged Properties (if any).

“Collateral Agent” means “Collateral Agent” as defined in Guarantee and Collateral Agreement.

“Commitment” means a Revolving Credit Commitment, a Letter of Credit Commitment, a Term Commitment or an Incremental Commitment, as the context may require.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), any successor statute, and any rule, regulation or order promulgated thereunder, in each case as amended from time to time.

“Commodity Futures Trading Commission” means the U.S. Commodity Futures Trading Commission.

“Company” has the meaning specified in the preamble hereto.

“Company Notice” has the meaning assigned to such term in the definition of “Real Estate Collateral Requirements”.

“Compliance Certificate” means a Quarterly Compliance Certificate or Annual Compliance Certificate, as applicable.

“Computation Date” has the meaning assigned to such term in Section 1.09.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated” refers to the consolidation of accounts in accordance with GAAP.

“Consolidated Group” means the Company and its Consolidated Subsidiaries.

“Consolidated Interest Coverage Ratio” means, as of the last day of any fiscal quarter, the ratio of (a) EBITDA for the Test Period ended on such date to (b) Consolidated Interest Expense paid during or payable in cash for the Test Period ended on such date, excluding (for avoidance of duplication) any portion of Consolidated Interest Expense paid during such Test Period that was already included in a prior Test Period as being payable for such prior Test Period, or visa-versa.

“Consolidated Interest Expense” means, for any period, for the Company and the Restricted Subsidiaries calculated in accordance with GAAP on a consolidated basis (without duplication) for such period, all interest expense (including interest expense under Capital Lease Obligations that is treated as interest in accordance with GAAP) with respect to all outstanding Indebtedness of the Company and the Restricted Subsidiaries allocable to such period in accordance with GAAP (including all commissions, discounts and other fees and charges owed with respect to letters of credit) minus interest income for such period in accordance with GAAP; provided, however, that the calculation of Consolidated Interest Expense shall not include (a) interest payable from the Company or any Subsidiary to any other Subsidiary or the Company, (b) one-time charges for any Term Loan or other financings and such charges incurred in connection with the original execution, delivery and performance of this Agreement or any amendment thereof or any other agreement pursuant to which a Term Loan may be made, such as arrangement fees, extension fees, upfront fees and payoff fees, including any premiums for prepaying obligations, (c) extinguishment charges relating to the early extinguishment of Indebtedness or obligations under Hedge Agreements, (d) noncash amounts attributable to the amortization of debt discounts or accrued interest payable in kind and (e) noncash amounts attributable to amortization or write-off of capitalized interest or other financing costs paid in a previous period.

“Consolidated Net Income” means, for the Company for any period, the net income (or loss) of the Company and the Restricted Subsidiaries determined on a Consolidated basis in accordance with GAAP, but excluding, without duplication:

(a) extraordinary, unusual or non-recurring gains and extraordinary, unusual or non-recurring charges or losses (including extraordinary, unusual or non-recurring costs of, and payments of, actual or prospective legal settlements, fines, judgments or orders) (for the avoidance of doubt, approved government payments shall not constitute extraordinary gains at any time for purposes of this definition);

(b) any amounts attributable to Investments in any Unrestricted Subsidiary to the extent that such amounts have not been distributed in cash to the Company and the Restricted Subsidiaries during such applicable period;

(c) effects of adjustments in the consolidated financial statements of the Company pursuant to GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue, deferred rent and debt line items thereof) resulting from the application of recapitalization accounting or acquisition accounting, as the case may be, in relation to any consummated recapitalization or acquisition transaction or the amortization or write-off of any amounts thereof;

(d) any net income or loss (less all fees and expenses or charges related thereto) attributable to the early extinguishment of Indebtedness (and the termination of any associated Hedge Agreements or other derivative instruments);

(e) write-off or amortization made in such period of deferred financing costs and premiums paid or other expenses incurred directly in connection with any early extinguishment of Indebtedness;

(f) accruals and reserves that are established or adjusted that are so required to be established or adjusted as a result of the Transactions in accordance with GAAP or as a result of the adoption or modification of accounting policies within 12 months after such adoption or modification;

(g) any gain or charge as a result of, or in connection with, any Disposition outside the Ordinary Course of Business;

(h) any unrealized or realized net foreign currency translation gains or losses and unrealized net foreign currency transaction gains or losses, in each case impacting net income;

(i) unrealized net losses, charges or expenses and unrealized net gains in the fair market value of any arrangements under Hedge Agreements; and

(j) the income or loss of any Person accrued prior to the date on which such Person becomes a Restricted Subsidiary or is merged into or consolidated with the Company or any Restricted Subsidiary or the date that such other Person’s assets are acquired by the Company or any Restricted Subsidiary (except to the extent required for pro forma adjustments described in Section 1.07);

provided that none of the foregoing clauses (a) through (i) shall exclude any charges, accruals, reserves, expenses, costs or other items referred to in clause (k) of the definition of EBITDA.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Convert”, “Conversion” and “Converted” each refers to a conversion of Loans of one Type into Loans of the other Type pursuant to Section 2.09 or 2.10.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Co-Syndication Agents” means Citizens Bank, N.A., JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC.

“Covenant Holiday Period” means a period of four consecutive Fiscal Quarters if, as of the last day of the first Fiscal Quarter of such period, the Company shall have consummated one or more Permitted Acquisitions during the twelve (12) month period then ending with an aggregate purchase price (including any Debt assumed or issued in connection therewith, the amount thereof to be calculated in accordance with GAAP, but excluding (x) any common stock of the Company or (y) any cash received substantially concurrently with such Acquisition from the issuance of any common stock of the Company) for all such acquisitions during such twelve (12) month period in excess of the Dollar Amount equivalent of $200,000,000; provided, that (a) the Company has notified the Administrative Agent in writing not less than ten (10) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the commencement of such Covenant Holiday Period of the Company’s election to institute a Covenant Holiday Period, and (b) no Event of Default is then continuing or would result therefrom, including, without limitation, after giving effect to the applicable Permitted Acquisition; and provided,further, that (i) there can be no more than two (2) Covenant Holiday Periods during the term of this Agreement, and (ii) after the occurrence of a Covenant Holiday Period, a subsequent Covenant Holiday Period may only occur, in accordance with the terms of this definition, after two (2) complete Fiscal Quarters have passed between the expiry of any Covenant Holiday Period and the commencement of a new Covenant Holiday Period.

“CTA” means the United Kingdom Corporation Tax Act of 2009.

“Current Assets” means, at any time, the Consolidated current assets (other than cash and Cash Equivalents) of the Company and the Restricted Subsidiaries at such time, but excluding the current portion of deferred tax assets.

“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 Indebtedness of the Company and the Restricted Subsidiaries, (b) outstanding Revolving Credit Loans and Letters of Credit, (c) the current portion of interest of the Company and the Restricted Subsidiaries and (d) the current portion of current and deferred income taxes of the Company and the Restricted Subsidiaries.

“Daily Simple RFR” means, for any day (an “RFR Interest Day”), an interest rate per annum equal to the greater of (a) the sum of (i) SONIA for the day that is five (5) Business Days prior to (A) if such RFR Interest Day is a Business Day, such RFR Interest Day or (B) if such RFR Interest Day is not a Business Day, the Business Day immediately preceding such RFR Interest Day, and (ii) the SONIA Adjustment, and (b) 0.00%. Any change in Daily Simple RFR due to a change in the applicable RFR shall be effective from and including the effective date of such change in the RFR without notice to the Borrower.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

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

“Declined Amounts” has the meaning specified in Section 2.11(b)(viii).

“Default” means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

“Default Interest” has the meaning specified in Section 2.08(b).

“Defaulting Lender” means at any time, subject to the last paragraph of Section 2.21, (i) any Lender that has failed for two or more Business Days to (x) fund any portion of its Loans, (y) fund any portion of its participations in Letters of Credit or Swingline Loans or (z) pay over to the Administrative Agent, Issuing Bank, Swingline Lender or any other Lender any other amount required to be paid by it hereunder (each, a “funding obligation”) unless, in the case of clause (x) above, such Lender has notified the 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 Agent, any Issuing Bank, the Swingline Lender 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 statement states that such position is based on such Lender’s determination that one or more conditions precedent to funding cannot be satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified in such writing or public statement), (iii) any Lender that has defaulted on its funding obligations under other loan agreements or credit agreements generally under which it has commitments to extend credit or that has notified, or whose Parent Company has notified, the Agent, any Issuing Bank, the Swingline Lender 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 Agent, any Issuing Bank, the Swingline Lender or the Company, failed to confirm in writing to the Agent 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 Agent’s and the Company’s receipt of such written confirmation), (v) any Lender that has, or has a Parent Company that has, become the subject of a Bail-In Action (as defined in Section 9.20), or (vi) any Lender with respect to which a Lender Insolvency Event has occurred and is continuing with respect to such Lender or its Parent Company; 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 where such action 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 Agent that a Lender is a Defaulting Lender under any of clauses (i) through (vi) above will be conclusive and binding absent manifest error, and such Lender will be deemed to be a Defaulting

Lender (subject to the last paragraph of Section 2.21) upon notification of such determination by the Agent to the Company and the Lenders.

“Designated Borrower” has the meaning assigned to such term in the preamble hereto. “Designated Borrower Notice” has the meaning assigned to such term in Section 2.25(b).

“Designated Borrower Request and Assumption Agreement” has the meaning assigned to such term in Section 2.25(b).

“Designated Non-Cash Consideration” means the fair market value (as determined by the Company in good faith) of non-cash consideration received by the Company or any Restricted Subsidiary in connection with a Disposition made pursuant to Section 6.12(i) that is designated as “Designated Non-Cash Consideration” hereunder pursuant to a certificate of a Financial Officer of the Company, setting forth the basis of such valuation (which amount will be deemed to be no longer outstanding as Designated Non-Cash Consideration for purposes of Section 6.12(i) in an amount equal to the fair market value of the portion of such non-cash consideration converted by the Company or any Restricted Subsidiary to cash or Cash Equivalents within 90 days following the consummation of the applicable Disposition).

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition of any property by any Person (including any sale and leaseback transaction, any issuance of Equity Interests by a Subsidiary of such Person, any of the foregoing to a Divided LLC pursuant to an LLC Division and 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 Interest” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Equity Interests that are not Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other accrued and payable Obligations), (b) is redeemable at the option of the holder thereof (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other accrued and payable Obligations), in whole or in part, (c) provides for scheduled cash payments of dividends or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in the case of clauses (a) through (d), prior to the date that is 91 days after the Latest Maturity Date. Notwithstanding the preceding sentence, (A) if such Equity Interest is issued pursuant to any plan for the benefit of directors, officers, employees, members of management, managers or consultants or by any such plan to such directors, officers, employees, members of management, managers or consultants, in each case in the Ordinary Course of Business of the Company or any Restricted Subsidiary, such Equity Interest shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by the issuer thereof in order to satisfy applicable statutory or regulatory obligations, and (B) no Equity Interest held by any future, present or former employee, director, officer, manager, member of management or consultant (or their respective Affiliates or immediate family members) of the Company (or any Subsidiary) shall be considered a Disqualified Equity Interest because such Equity Interest is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock option, stock appreciation right or other stock award agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time.

“Divided LLC” means any LLC which has been formed upon the consummation of an LLC Division.

“Dollar Amount” of any currency at any date means (a) if such currency is Dollars, the amount of such currency, or (b) if such currency is a Foreign Currency, the equivalent in Dollars of such currency, calculated on the basis of the Exchange Rate for such currency on or as of the most recent Computation Date provided for in Section 1.09.

“Dollars” and the “$” sign each means lawful currency of the United States of America.

“Domestic Borrower” means the Company or any Designated Borrower that is a Domestic Restricted Subsidiary.

“Domestic Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Domestic Lending Office” in its Administrative Questionnaire delivered to the Agent, or such other office of such Lender as such Lender may from time to time specify to the Company and the Agent.

“Domestic Restricted Subsidiary” means any Restricted Subsidiary incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

“Early Opt-in Election”means,

(1) in the case of Loans denominated in Dollars, the occurrence of:

(a) a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding Dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and

(b) the joint election by the Administrative Agent and the Borrower to trigger a fallback from LIBOR and the provision by the Administrative Agent of written notice of such election to the Lenders.

(2) in the case of Loans denominated in any other Agreed Currency, the occurrence of:

(a) a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties hereto that syndicated credit facilities denominated in the applicable Agreed Currency at such time contain (as a result of amendment or as originally executed) a new benchmark interest rate to replace the Relevant Rate, and

(b) the joint election by the Administrative Agent and the Borrower to trigger a fallback from LIBOR and the provision by the Administrative Agent of written notice of such election to the Lenders.

“EBITDA” means, for any period, an amount equal to the Consolidated Net Income of the Company and the Restricted Subsidiaries for such period plus, without duplication and, (except in the case of clause (g), (h) and (j) below) to the extent the relevant item or amount is incorporated in the calculation of Consolidated Net Income for such period:

(a) Interest Expense of the Company and the Restricted Subsidiaries for such period; plus

(b) the aggregate amount of Consolidated income and franchise taxes on or measured by income of the Company and the Restricted Subsidiaries for that period whether or not payable during such period; plus

(c) Consolidated gross depreciation of fixed assets (which such gross depreciation would include net depreciation plus amortization of deferred credits arising under state grant funding, 45G tax credit capital expenditure funding, and other federal, foreign, state or local government capital expenditure funding programs), amortization and all other noncash charges, expenses or losses, including non-cash compensation and impairment charges of the Company and the Restricted Subsidiaries, for such period; plus

(d) fees, costs, commissions and expenses incurred or paid during such period related to this Agreement, including any reorganization expenses; plus

(e) transaction fees, costs, commissions and expenses incurred or paid during such period related to any issuance of Equity Interests, incurrence of Indebtedness (including any refinancing transaction or amendment, waiver or modification of any Indebtedness), Permitted Acquisition, Investment or Disposition (in each case whether or not consummated); plus

(f) to the extent deducted in the calculation of Consolidated Net Income, any earn-out obligation expense incurred in connection with any Permitted Acquisition or other permitted Investment made in compliance with Section 6.08; plus

(g) the amount of any fee, cost, expense or reserve to the extent actually reimbursed or reimbursable by third parties pursuant to indemnification or reimbursement provisions or similar agreements or insurance; provided that such Person in good faith expects to receive reimbursement for such fee, cost, expense or reserve within the next four fiscal quarters (it being understood that to the extent not actually received within such fiscal quarters, such reimbursement amounts shall be deducted in calculating EBITDA for such fiscal quarters); plus

(h) to the extent not otherwise included in the determination of Consolidated Net Income for such period, the amount of any proceeds of any business interruption insurance policy representing the earnings for such period that such proceeds are intended to replace (whether or not then received) so long as such Person in good faith expects to receive such proceeds within the next four fiscal quarters (it being understood that to the extent not actually received within such period such reimbursement amounts so added back but not so received shall be deducted in calculating EBITDA for the fiscal quarter immediately following such four fiscal quarter period); plus

(i) restructuring charges and related charges, accruals or reserves; and business optimization expense and related charges or expenses, including costs related to the opening, closure and/or consolidation of offices and facilities, retention charges, contract termination costs, recruiting and signing bonuses and expenses, systems establishment costs, conversion costs and consulting fees relating to the foregoing; plus

(j) the amount of pro forma “run rate” cost savings, operating expense reductions and synergies (net of actual amounts realized) related to Permitted Acquisitions and other Investments, Dispositions and other Specified Transactions (including, for the avoidance of doubt, acquisitions occurring prior to the Closing Date), cost savings initiatives and other similar initiatives that are reasonably

identifiable, factually supportable and projected by the Company in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of such Person) within 24 months after such acquisition or other Investment, Disposition or other specified transaction, restructuring, cost savings initiative or other initiative; provided that the aggregate amount of adjustments from this clause (l) for such period shall not exceed an amount equal to 20% of EBITDA for such period (and such determination shall be made prior to the making of, and without giving effect to, any adjustments pursuant to this clause (l)); plus

(k) non-cash charges recorded for stock compensation; minus

(l) any items of income or loss in respect of equity in the income or loss of unconsolidated affiliates or minority interests in the income or loss of Consolidated Subsidiaries in each case as determined in accordance with GAAP, it being understood and agreed that any items of loss or expense would be added to and any items of gain or income would be deducted from Consolidated Net Income for the purpose of determining EBITDA; minus

(m) to the extent included in arriving at such Net Income, other non-cash income or gains incurred outside the ordinary course of business during such period.

To the extent that a Permitted Acquisition includes an interim step involving ownership of Equity Interests of a person by a voting trust (the voting trusts certificates of which are pledged to the Administrative Agent on terms reasonably acceptable to Administrative Agent), and such voting trust extends over the end of a calculation period, then the calculation of EBITDA hereunder will include the EBITDA of such person during such calculation period whether or not the operations of such person are consolidated with the Company under GAAP.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 9.07(b)(v) (subject to such consents, if any, as may be required under Section 9.07(b)(iii)).

“English Loan Party” means a Loan Party incorporated in England and Wales.

“Environmental Law” means any federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree, or binding and enforceable judicial or agency interpretation thereof, governing pollution or protection of the environment or the use, handling, transportation, treatment, storage, disposal, release, migration or discharge of, or human exposure to, any hazardous or toxic material, substance or waste.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity interests in any Person, and any option, warrant or other right (other than Indebtedness that is convertible into, or exchangeable for, any such equity interests) entitling the holder thereof to purchase or otherwise acquire any such equity interest.

“Equivalent Amount” of any currency with respect to any amount of Dollars at any date means the equivalent in such currency of such amount of Dollars, calculated on the basis of the Exchange Rate for such other currency at 11:00 a.m., London time, on the date on or as of which such amount is to be determined.

“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 trade or business (whether or not incorporated) that, together with the Company, is treated as a single employer under Section 414(b) or 414(c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414(m) or 414(o) of the Code.

“ERISA Event” means (a) the occurrence of a “reportable event”, within the meaning of Section 4043(c) of ERISA or the regulations issued thereunder with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived; (b) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA), which results in the incurrence by the Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to such termination of such Plan; (d) any failure by any Plan to meet the minimum funding standards (as defined in Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, in each instance, whether or not waived; (e) the cessation of operations at a facility of the Company or any of its ERISA Affiliates in the circumstances described in Section 4062(e) of ERISA; (f) the withdrawal (as described in Section 4063 of ERISA) by the Company or any of its ERISA Affiliates 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, or the complete withdrawal or partial withdrawal (within the meaning of Subtitle E of Title IV of ERISA) by the Company or any of its ERISA Affiliates from a Multiemployer Plan; (g) the receipt by the Company or any of its ERISA Affiliates of any notice concerning a determination that a Multiemployer Plan is, or is reasonably expected to be, insolvent within the meaning of Title IV of ERISA or in endangered or critical status within the meaning of Section 305 of ERISA or Section 432 of the Code; (h) the conditions for the imposition of a lien under Section 303(k) of ERISA shall have been met with respect to any Plan; (i) a determination that any Plan is, or is expected to be, in “at risk” status (within the meaning of Section 303 of ERISA); (j) the occurrence of a non-exempt “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) with respect to a Plan with respect to which the Company or any of its ERISA Affiliates is a “disqualified person” (within the meaning of Section 4975 of the Code) or a “party in interest” (within the meaning of Section 406 of ERISA) which results in liability to the Company or any of the Subsidiaries; or (k) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, a Plan.

“Escrow Debt” means Indebtedness incurred in connection with any transaction permitted hereunder for so long as proceeds thereof have been deposited into an escrow account on customary terms to secure such Indebtedness pending the application of such proceeds to finance such transaction.

“EURIBOR Rate” means the rate per annum equal to the Euro Interbank Offered Rate, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) on the day that is two TARGET Days preceding the first day of such Interest Period with a term equivalent to such Interest Period.

“Euro” or “€” means the single currency of the participating member states of the European Union.

“Eurocurrency Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Eurocurrency Lending Office” in its Administrative Questionnaire delivered to the Agent,

or such other office of such Lender as such Lender may from time to time specify to the Company and the Agent.

“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 Loan comprising part of the same Borrowing, an interest rate per annum equal to the rate per annum obtained by dividing (a) the LIBO Rate by (b) a percentage equal to 100% minus the Eurocurrency Rate Reserve Percentage for such Interest Period. Notwithstanding the foregoing, the Eurocurrency Rate with respect to any Interest Period shall be deemed to be 0.00% per annum if the Eurocurrency Rate for such Interest Period determined pursuant to the preceding provisions of this definition would otherwise be less than 0.00% per annum.

“Eurocurrency Rate Loan” means a Loan that bears interest as provided in Section 2.08(a)(ii). All Loans denominated in a Foreign Currency (other than Sterling) shall be Eurocurrency Rate Loans.

“Eurocurrency Rate Reserve Percentage” for any Interest Period for each Eurocurrency Rate Loan comprising part of the same Borrowing means the reserve percentage applicable during such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurocurrency Rate Loans is determined) having a term equal to such Interest Period.

“Events of Default” has the meaning specified in Section 7.01.

“Evidence of Flood Insurance” has the meaning assigned to such term in the definition of “Real Estate Collateral Requirements”.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Rate” means, on any day, with respect to any Foreign Currency, the rate at which such Foreign Currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m., Local Time, on such date on the Reuters World Currency Page for such Foreign Currency. In the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate with respect to such Foreign Currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be reasonably selected by the Administrative Agent or, in the event no such service is selected, such Exchange Rate shall instead be calculated on the basis of the arithmetical average of the spot rates of exchange of the Administrative Agent for such Foreign Currency on the London market at 11:00 a.m., Local Time, on such date for the purchase of Dollars with such Foreign Currency, for delivery two (2) Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

“Excluded Property” means “Excluded Property” as defined in Guarantee and Collateral Agreement.

“Excluded Subsidiary” means (1) any Unrestricted Subsidiary or (2) any Restricted Subsidiary that is (a) a Foreign Subsidiary, (b) a Domestic Restricted Subsidiary that is (i) a direct or indirect subsidiary of a CFC or (ii) a CFC Holdco, (c) not wholly owned directly by the Company and/or one or more of its

wholly owned Restricted Subsidiaries, (d) prohibited from guaranteeing the Facilities by any contractual obligation existing on the Closing Date (and such Restricted Subsidiary shall be listed on Schedule 1.01(b) hereto) or, if acquired after the Closing Date, any contractual obligation existing on the date such Restricted Subsidiary is acquired (so long as such prohibition is not created in contemplation of the Closing Date or such acquisition), (e) prohibited by applicable law, rule or regulation from guaranteeing the Facilities, or which would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee unless, such consent, approval, license or authorization has been received, (f) an Immaterial Subsidiary, (g) any special purpose securitization vehicle (or similar entity) formed after the Closing Date, (h) any Captive Insurance Subsidiary, (i) any not-for-profit Subsidiary, (j) any Subsidiary with respect to which a guarantee of the Obligations would result in material adverse Tax consequences as reasonably determined by the Company in consultation with the Administrative Agent and (k) any other Subsidiary with respect to which the Administrative Agent and the Company reasonably agree that the cost, burden, difficulty or consequence of providing a guarantee of the Obligations would outweigh the benefits to be obtained by the Lenders therefrom.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation (a) if, and to the extent that, and only for so long as, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, as applicable, 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 Guarantor’s failure for any reason to constitute an “eligible contract participant,” as defined in the Commodity Exchange Act and the regulations thereunder, at the time the guarantee of, or grant of such security interest by, such Guarantor becomes or would become effective with respect to such Swap Obligation or (b) upon the designation as such in any agreement with respect to such Swap Obligations between the relevant Guarantor and counterparty applicable to such Swap Obligations; provided that if a Swap Obligation arises under a master agreement governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guarantee or security interest is or becomes illegal.

“Excluded Taxes” means 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, and branch profits Taxes, in each case, (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, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Company under Section 2.19(b)) or (y) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.15, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.15(g) and (d) any withholding Taxes imposed under FATCA.

“Existing Credit Agreement” means that certain Credit Agreement dated as of October 1, 2018 among the Company, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, swingline lender and letter of credit issuer, as the same may have been heretofore amended from time to time.

“Existing Letters of Credit” means, collectively, the letters of credit set forth on Schedule 1.01(c).

“Existing Revolver Tranche” has the meaning given to such term in Section 2.23(b).

“Existing Term Loan Tranche” has the meaning given to such term in Section 2.23(a).

“Extended Revolving Credit Commitments” has the meaning given to such term in Section 2.23(b).

“Extended Term Loans” has the meaning given to such term in Section 2.23(a).

“Extending Revolving Credit Lender” has the meaning given to such term in Section 2.23(c).

“Extending Term Lender” has the meaning given to such term in Section 2.23(c).

“Extension Amendment” has the meaning given to such term in Section 2.23(d).

“Extension Election” has the meaning given to such term in Section 2.23(c).

“Extension Request” means a Term Loan Extension Request or a Revolver Extension Request, as applicable.

“Facility” means the Revolving Credit Facility, the Letter of Credit Facility, the Term Facility, any facility consisting of Specified Refinancing Revolving Loans, any facility consisting of Specified Refinancing Term Loans, any facility consisting of Extended Term Loans, any facility consisting of Extended Revolving Credit Commitments or any Specified Incremental Term Facility, as the context may require.

“FATCA” means (i) Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), (ii) any current or future regulations or official interpretations thereof, (iii) any agreements entered into pursuant to Section 1471(b)(1) of the Code and (iv) any intergovernmental agreements with respect thereto and official interpretations and guidance thereof.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate, provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Financial Covenants” means the covenants contained in Section 6.15 of this Agreement.

“Financial Officer” of any Person means the chief financial officer, principal accounting officer, treasurer, assistant treasurer, or controller of such Person (or any other officer acting in substantially the same capacity as any of the foregoing).

“Fixed Amounts” has the meaning assigned to such term in Section 1.07(f).

“Flood Laws” has the meaning assigned to such term in the definition of “Real Estate Collateral Requirements”.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Relevant Rate.

“Foreign Borrower” means any Designated Borrower that is a Foreign Subsidiary. “Foreign Currencies” means Agreed Currencies other than Dollars.

“Foreign Lender” means (a) with respect to any Borrower that is a U.S. Person, a Lender that is not a U.S. Person, and (b) with respect to any Borrower that is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes.

“Foreign Subsidiary” means any Subsidiary that is not incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, with respect to any Issuing Bank at any time there is a Revolving Credit Lender that is a Defaulting Lender, such Defaulting Lender’s Ratable Share of the outstanding L/C Obligations with respect to Letters of Credit issued by such Issuing Bank, other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

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

“Funded Debt” means, for the Company and the Restricted Subsidiaries on a Consolidated basis in accordance with GAAP and as of any date, an amount equal to all Indebtedness of the Company and the Restricted Subsidiaries for borrowed money, all unreimbursed obligations in respect of drawn letters of credit that have not been reimbursed within two (2) Business Days after the date of such drawing, all Capital Lease Obligations and other purchase money Indebtedness and (without duplication) all payment guarantees of any of the foregoing obligations, in each case as of such date.

“GAAP” has the meaning specified in Section 1.03.

“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 supranational bodies such as the European Union or the European Central Bank).

“Guarantee and Collateral Agreement” means the Guarantee and Collateral Agreement, dated as of the date hereof, among the Company, the Subsidiary Guarantors and the Collateral Agent.

“Guarantors” means the Company and each of the Subsidiary Guarantors.

“Hazardous Materials” means (a) petroleum and petroleum products, byproducts or wastes, radioactive materials, asbestos, polychlorinated biphenyls and radon gas and (b) any other chemicals, materials, substances or wastes regulated as hazardous or toxic or as a pollutant or contaminant or words of similar import under any Environmental Law.

“Hedge Agreements” means any agreement with respect to any swap, forward, spot, future, credit default or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or

pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions.

“Hedge Bank” means each counterparty to any Hedge Agreement with a Loan Party, the obligations under which constitute Secured Hedging Obligations.

“HM Revenues and Customs” means Her Majesty’s Revenue and Customs, a non-ministerial department of the United Kingdom.

“HMRC DT Treaty Passport scheme” means the Board of H.M. Revenue and Customs Double Taxation Treaty Passport scheme.

“IFRS” means international financial reporting standards and interpretations issued by the International Accounting Standards Board or any successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public Accountants or any successor to either such Board, or the SEC, as the case may be), as in effect from time to time.

“Immaterial Subsidiary” means, at any date, unless otherwise designated by the Company in a written notice to the Agent or unless such Restricted Subsidiary is a Loan Party on the Closing Date or is a Borrower, any Restricted Subsidiary designated by the Company in a written notice to the Agent that, together with such Restricted Subsidiary’s Consolidated subsidiaries, (a) does not, as of the end of the most recently ended Test Period, have assets with a fair market value in excess of 5% of Total Assets and (b) did not, for the most recently ended Test Period, have revenues exceeding 5% of the total revenues of the Company and the Restricted Subsidiaries on a Consolidated basis; provided that the aggregate assets or revenues of all Immaterial Subsidiaries, determined in accordance with GAAP, as of the end of or for any Test Period, may not exceed 10% of Total Assets or Consolidated revenues, respectively, of the Company and the Restricted Subsidiaries on a Consolidated basis (and the Company shall designate in writing to the Agent from time to time as necessary the Restricted Subsidiaries that will cease to be “Immaterial Subsidiaries” in order to comply with the foregoing limitation).

“Incremental Assumption Agreement” means an Incremental Assumption Agreement among, and in form and substance reasonably satisfactory to, the Company, the Agent and one or more Incremental Lenders.

“Incremental Commitment” means, with respect to any Lender, such Lender’s Incremental Revolving Credit Commitment and Incremental Term Commitment.

“Incremental Equivalent Debt” has the meaning assigned to such term in Section 6.09(o).

“Incremental Facility Amount” means, at any time, the sum of:

(i) the excess, if any, of:

(A) the sum of (I) the greater of (1) $425,000,000 and (2) 100% of LTM EBITDA plus (II) the aggregate amount of voluntary prepayments of the Term Loans (including purchases of Term Loans by the Company and its Subsidiaries below par in which case the amount of voluntary prepayments of such Term Loans shall be deemed, for the purposes of this definition, to equal the aggregate purchase price paid to purchase such Term Loans below par) plus (III) the aggregate amount of voluntary prepayments of any Revolving Credit Loans to the extent accompanied by the corresponding termination or

reduction of the Revolving Credit Commitments (in each case of the foregoing subclauses (II) and (III), other than from proceeds of the incurrence of long-term Indebtedness), over

(B) the aggregate amount of all Incremental Term Commitments and Incremental Revolving Credit Commitments established prior to such time in reliance on this clause (i) pursuant to Section 2.24 and all Incremental Equivalent Debt incurred prior to such time in reliance on this clause (i) pursuant to Section 6.09(o)plus

(ii) an unlimited amount, so long as, for the purposes of this clause (ii), after giving pro forma effect to the incurrence or issuance of any such Incremental Term Loans or Incremental Revolving Credit Commitments or Incremental Equivalent Debt incurred under this clause (ii) and the pro forma adjustments described in Section 1.07 (for the avoidance of doubt, without giving any pro forma effect to any substantially simultaneous incurrence in reliance on clause (i) above), the Total Leverage Ratio (calculated as if any Incremental Revolving Credit Commitment being incurred were fully drawn on the effective date thereof) is equal to or less than 2.75 to 1.00;

provided that unless elected otherwise by the Company, any Incremental Term Loans, Incremental Revolving Credit Commitments or Incremental Equivalent Debt shall be deemed to have been incurred first, in reliance on clause (ii) above to the extent permitted thereby and second, in reliance on clause (i) above to the extent permitted thereby; provided, further, that (x) any Incremental Term Loans, Incremental Revolving Credit Commitments or Incremental Equivalent Debt incurred in reliance on clause (i) may be reclassified as the Company elects, from time to time, as incurred in reliance on clause (ii) if the Company is able to satisfy the ratio test under clause (ii) at such time on a pro forma basis and (y) if the ratio test under clause (ii) would be satisfied on a pro forma basis as of the end of any fiscal quarter, the reclassification in clause (x) shall be deemed to have occurred automatically.

“Incremental Lenders” means the Incremental Revolving Credit Lenders and the Incremental Term Lenders.

“Incremental Loans” means the Incremental Revolving Credit Loans and the Incremental Term Loans.

“Incremental Revolving Credit Commitment” means the commitment of any Lender, established pursuant to Section 2.24, to make Revolving Credit Loans.

“Incremental Revolving Credit Lender” means a Revolving Credit Lender with an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Loans” means Revolving Credit Loans made by one or more Lenders pursuant to an Incremental Revolving Credit Commitment.

“Incremental Term Borrowing” means a Borrowing comprised of Incremental Term Loans.

“Incremental Term Commitment” means the commitment of any Lender, established pursuant to Section 2.24, to make any Incremental Term Loan to the Company.

“Incremental Term Lender” means a Lender with an Incremental Term Commitment or an outstanding Incremental Term Loan.

“Incremental Term Loans” means any Loan made by one or more Lenders to the Company pursuant to Section 2.01(d), made in the form of (a) additional Term Loans or (b) to the extent permitted by Section

2.24 and provided for in the relevant Incremental Assumption Agreement, Specified Incremental Term Loans.

“Indebtedness” of any specified Person means, without duplication, (a) all indebtedness in respect of borrowed money, (b) all obligations of such Person evidenced by bonds, notes, debentures or similar instruments, (c) all obligations of such Person in respect of letters of credit or other similar instruments (including reimbursement agreements with respect thereto), (d) the Indebtedness of any other Persons to the extent guaranteed by such Person, (e) all obligations of such Person to pay the deferred and unpaid purchase price of any property (including Capital Lease Obligations), but excluding trade accounts payable or accrued liabilities arising in the Ordinary Course of Business, (f) all obligations under any accounts receivable financings, (g) all Disqualified Equity Interests of such Person, valued, as of the date of determination, at the greater of (i) the maximum aggregate amount that would be payable upon maturity, redemption, repayment or repurchase thereof (or of Disqualified Equity Interests or Indebtedness into which such Disqualified Equity Interests are convertible or exchangeable) and (ii) the maximum liquidation preference of such Disqualified Equity Interests and (h) all indebtedness referred to in clauses (a) through (g) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.

Notwithstanding the foregoing, (x) in no event shall the term “Indebtedness” be deemed to include letters of credit that secure performance, bonds that secure performance, surety bonds or similar instruments that are issued in the Ordinary Course of Business, and (y) solely for purposes of determining compliance with Section 6.15, Indebtedness shall not include Escrow Debt until such time as the proceeds of such Escrow Debt have been released from the applicable escrow account. For purposes of clarity and avoidance of doubt, any joint and several Tax liabilities arising by operation of consolidated return, fiscal unity or similar provisions of applicable law shall not constitute Indebtedness for purposes hereof.

“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 any of the Loan Parties under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee” has the meaning specified in Section 9.04(b).

“Interest Election Request” has the meaning specified in Section 2.10(b).

“Interest Expense” means, for the Company for any period, the sum, without duplication, of total Consolidated interest expense (including that portion attributable to Capital Leases in conformity with GAAP) of the Company and the Restricted Subsidiaries.

“Interest Period” means, for each Eurocurrency Rate Loan comprising part of the same Borrowing, the period commencing on the date of such Eurocurrency Rate Loan or the date of the Conversion of any Base Rate Loan into such Eurocurrency Rate Loan and ending on the last day of the period selected by the Company pursuant to the provisions below and Section 2.10 and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Company pursuant to the provisions below and Section 2.10. The duration of each such Interest Period shall be one, three or six months, as the Company may, upon notice received by the Agent not later than 11:00 A.M. (Local Time) on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:

(a) (i) with respect to the Revolving Credit Facility, the Company may not select any Interest Period that ends after the Revolving Credit Facility Maturity Date and (ii) with respect to the Term Facility, the Company may not select any Interest Period that ends after the Term Loan Maturity Date;

(b) Interest Periods commencing on the same date for Eurocurrency Rate Loans comprising part of the same Borrowing shall be of the same duration;

(c) [reserved];

(d) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day; provided, however, that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

(e) whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.

“Interpolated Screen Rate” means, with respect to any Eurocurrency Rate Loan for any Interest Period, a rate per annum which results from interpolating on a linear basis between (a) the applicable Screen Rate for the applicable Agreed Currency for the longest maturity for which such a Screen Rate is available that is shorter than such Interest Period and (b) the applicable Screen Rate for the applicable Agreed Currency for the shortest maturity for which such a Screen Rate is available that is longer than such Interest Period, in each case as of (i) in the case of any Eurocurrency Rate Loan denominated in an Agreed Currency other than Euros, 11:00 a.m., London time, on the Quotation Day for such Agreed Currency and Interest Period and (ii) in the case of any Eurocurrency Rate Loan denominated in Euros, as of 11:00 a.m. Brussels time two TARGET Days prior to the commencement of such Interest Period.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor incurs debt of the type referred to in clause (d) of the definition of Indebtedness in respect of such Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or all or substantially all of the property and assets of a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested (measured at the time made), without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto.

“IP Rights” means trademarks, service marks, tradenames, copyrights, patents and other intellectual property.

“IRS” means the United States Internal Revenue Service.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or

any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuance” with respect to any Letter of Credit means the issuance, amendment, renewal or extension of such Letter of Credit. “Issue” has a corresponding meaning.

“Issuing Bank” means (i) Citibank, N.A. solely with respect to its Existing Letters of Credit and (ii) each of the banks and other institutions listed on Schedule I hereto that are indicated thereon as providing a Letter of Credit Commitment or any Eligible Assignee to which all or a portion of the Letter of Credit Commitment hereunder has been assigned pursuant to Section 9.07, in each case for so long as any such Person shall have a Letter of Credit Commitment.

“ITA” means the United Kingdom Income Tax Act of 2007.

“Junior Financing” has the meaning specified in Section 6.10(a).

“KPI Metrics Auditor” means, as it relates to any KPI Metrics, such auditor or independent global provider of environmental, social, and governance reporting assurance services identified in the Sustainability Adjustment Amendment which identifies such KPI Metrics or otherwise designated from time to time by the Borrowers and reasonably acceptable to the Administrative Agent and Sustainability Structuring Agent, and subsequently posted to the Lenders, unless Lenders constituting the Required Lenders object to such designation under this definition within five (5) Business Days after such posting.

“KPI Metrics Reference Period” means the period in which the sustainability performance is to be assessed with respect to each KPI Metric, and each reference period shall correspond to a Sustainability Margin Adjustment Period.

“KPI Material” has the meaning specified in Section 2.27.

“KPI Metric” has the meaning specified in Section 2.27.

“KPI Metric Report” means an annual report to assess the sustainability performance of the Borrowers with respect to each KPI Metric within the KPI Metrics Reference Period, and to assess such performance against the KPI Metric Targets. Such KPI Targets may be assessed as provided in the applicable Sustainability Adjustment Amendment, based on the sustainability performance of the Borrowers in the corresponding KPI Metric Reference Period. Each KPI Metric documented in the KPI Metrics Report shall be verified or audited by the appropriate KPI Metrics Auditor(s).

“KPI Metric Targets” has the meaning specified in Section 2.27.

“L/C Cash Deposit Account” means an interest bearing cash deposit account to be established and maintained by the Agent, over which the Agent shall have sole dominion and control, upon terms as may be satisfactory to the Agent.

“L/C Disbursement” means a payment or disbursement made by the Issuing Bank pursuant to a Letter of Credit.

“L/C Exposure” means, at any time the sum of (a) the aggregate Stated Amount of all outstanding Letters of Credit at such time and (b) the aggregate amount of all L/C Disbursements that have not yet been reimbursed by or on behalf of the Borrowers at such time.

“L/C Obligations” means, as of any date, the aggregate Stated Amount of outstanding Letters of Credit and Revolving Credit Loans made by an Issuing Bank in accordance with Section 2.03 that have not been funded by the Revolving Credit Lenders. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“L/C Related Documents” has the meaning specified in Section 2.07(b)(i).

“Latest Maturity Date” means, at any date of determination, the latest maturity or expiration date applicable to any Term Loan, Revolving Credit Loan, Incremental Loan, Specified Refinancing Revolving Loan, Specified Refinancing Term Loan, Extended Term Loan, Extended Revolving Credit Commitment, Refinancing Note, Refinancing Junior Loan or Commitment hereunder at such time.

“Lender Insolvency Event” means that (a) a Lender or its Parent Company 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 (b) such Lender or its Parent Company has become the subject of a proceeding under any Debtor Relief Law, 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 each lender that has a Commitment hereunder with respect to any Facility, each lender that holds a Loan, each Issuing Bank, each Lender that becomes a party hereto pursuant to Section 2.24 and each Person that shall become a party hereto pursuant to Section 9.07. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

“Letter of Credit” has the meaning specified in Section 2.01(c).

“Letter of Credit Agreement” has the meaning specified in Section 2.03(a)(i).

“Letter of Credit Commitment” means, with respect to each Issuing Bank, the obligation of such Issuing Bank to issue Letters of Credit for the account of the Company and the Restricted Subsidiaries in (a) the Dollar amount set forth opposite the Issuing Bank’s name on Schedule I hereto under the caption “Letter of Credit Commitment” or (b) if such Issuing Bank has entered into one or more Assignment and Assumptions, the Dollar amount set forth for such Issuing Bank in the Register maintained by the Agent pursuant to Section 9.07(c) as such Issuing Bank’s “Letter of Credit Commitment”, in each case as such amount may be reduced prior to such time pursuant to Section 2.06.

“Letter of Credit Facility” means, at any time, an amount equal to the least of (a) the aggregate amount of the Issuing Banks’ Letter of Credit Commitments at such time, (b) $100,000,000 and (c) the aggregate amount of the Revolving Credit Commitments, as such amount may be reduced at or prior to such time pursuant to Section 2.06. The Letter of Credit Facility is a sub-facility of the Revolving Credit Facility and not in addition to the Revolving Credit Facility.

“LIBO Rate” means, for any Interest Period for each Eurocurrency Rate Loan comprising part of the same Borrowing:

(a) for any applicable Agreed Currency (other than Euros or Pounds Sterling), an interest rate per annum equal to the Intercontinental Exchange Benchmark Administration Ltd. (or the successor thereto if it is no longer making such rates available) LIBO Rate (“ICE LIBOR”) for such Agreed Currency, as published by Reuters (currently Reuters LIBOR01 page) (or any other commercially available source providing quotations of ICE LIBOR as designated by the Agent from time to time) (the “LIBOR Screen Rate”) at approximately 11:00 a.m. (London time) on the Quotation Day for such Agreed Currency and Interest Period, for deposits in such Agreed Currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and

(b) for Euros, the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters (the “EURIBOR Screen Rate”; the EURIBOR Screen Rate or the LIBOR Screen Rate, as applicable, the applicable “Screen Rate”) as of 11:00 a.m. (Brussels time) two TARGET Days prior to the commencement of such Interest Period;

provided that if the applicable Screen Rate is not available at the applicable time for any reason, then the LIBO Rate for such Interest Period, as applicable, shall be a rate per annum equal to the Interpolated Screen Rate. If the LIBO Rate as determined pursuant to the foregoing shall be less than zero, the LIBO Rate shall be deemed to be zero for purposes of this Agreement.

“Lien” means (a) with respect to any asset, (i) any mortgage, deed of trust, lien (statutory or other), pledge, hypothecation, assignment, deposit arrangement, encumbrance, license, charge preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever in or on such asset (including any conditional sale or other title retention agreement, Capital Lease, any easement, right of way or other encumbrance on title to real property) and (ii) the interest of a vendor or a lessor under any conditional sale agreement, Capital Lease or title retention agreement (or any financing lease having substantially the same effect as any of the foregoing) relating to such asset (it being agreed, for purposes of clarity, that in no event shall an operating lease be deemed to constitute a Lien) and (b) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Limited Condition Acquisition” means any Permitted Acquisition or permitted Investment in any assets, business or Person, in each case the consummation of which is not conditioned on the availability of, or on obtaining, third party financing.

“LLC” shall mean any limited liability company organized or formed under the laws of any state of the United States.

“LLC Division” shall mean the statutory division of any LLC into two or more LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act or any comparable provision of the limited liability company law of any other state of the United States.

“Loan” means a Revolving Credit Loan, a Swingline Loan, a Term Loan, an Extended Term Loan, an advance of revolving credit under Extended Revolving Credit Commitments, a Specified Refinancing Revolving Loan or a Specified Refinancing Term Loan and/or an Incremental Loan, as the context may require.

“Loan Document Obligations” means (a) the due and punctual payment by the Loan Parties of (i) the principal of and interest (including any interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor

in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding) on each of the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrowers under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide Cash Collateral, and (iii) all other monetary obligations of any Loan Party to the Agent, any of the Lenders, any Issuing Bank or any other Secured Parties (other than for avoidance of doubt, each Cash Management Bank and each Hedge Bank, in each case in its capacity as such) pursuant to any Loan Document, including fees, costs, expenses and indemnities, whether primary, secondary, direct, indirect, absolute, contingent, fixed, due or to become due, now existing or hereafter arising or otherwise (including monetary obligations incurred after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding), and (b) the due and punctual performance of all other obligations of the Company or any other Loan Party under or pursuant to this Agreement and each of the other Loan Documents.

“Loan Documents” means this Agreement, each Note, if any, each L/C Related Document, each Designated Borrower Request and Assumption Agreement, any Incremental Assumption Agreement, any Extension Amendment, each of the Security and Guarantee Documents and any other agreement, instrument or document agreed in writing by the Agent and the Company to be a Loan Document.

“Loan Parties” means the Borrowers and each of the Subsidiary Guarantors.

“Local Time” means (a) in the case of a Loan, Borrowing or L/C Disbursement denominated in Dollars, New York City time, and (b) in the case of a Loan, Borrowing or L/C Disbursement denominated in a Foreign Currency, local time for such currency as specified from time to time by the Administrative Agent.

“LTM EBITDA” means, as of any date of determination, EBITDA for the four fiscal quarter period most recently ended prior to such determination date for which financial statements have been delivered pursuant to Section 5.07(a) or (b), determined after giving effect to the pro forma adjustments described in Section 1.07.

“Margin Applicable Period” has the meaning specified in the definition of Applicable Margin.

“Market Intercreditor Agreement” means an intercreditor agreement the terms of which are consistent with market terms governing security arrangements for the sharing and/or subordination of liens or arrangements relating to the distribution of proceeds of collateral, as applicable, at the time the intercreditor agreement is proposed to be established in light of the types of Indebtedness subject thereto.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations and financial condition of the Company and the Restricted Subsidiaries, taken as a whole, (b) the rights and remedies of the Agent or any Lender under this Agreement or any Note or any of the other Loan Documents or (c) the ability of the Loan Parties (taken as a whole) to perform their payment obligations under this Agreement or any Note or any of the other Loan Documents.

“Material Indebtedness” means Indebtedness (other than the Loans) in an aggregate principal amount equal to or greater than $75,000,000.

“Minimum Collateral Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 103% of the Fronting Exposure of all Issuing Banks

with respect to Letters of Credit issued and outstanding at such time and (ii) otherwise, an amount determined by the Agent and the Issuing Banks in their reasonable discretion.

“Modification” has the meaning specified in Section 3.01(e).

“Moody’s” means Moody’s Investors Service, Inc., and any successor to its rating agency business.

“Mortgage” means mortgages, deeds of trust, assignments of leases and rents modifications and other security documents delivered pursuant to Section 3.01(n) and (o), each in form and substance reasonably acceptable to the Collateral Agent (taking into account the requirements of the law of the jurisdiction in which such Mortgage is to be recorded).

“Mortgaged Properties” means initially, the owned real property of the Loan Parties specified on Schedule 1.01(a), and shall include each other parcel of real property and improvements thereto with respect to which a Mortgage is granted pursuant to Section 5.10 or Section 5.11(a).

“Multicurrency Sublimit” means $500,000,000.

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

“Multiple Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Company or any ERISA Affiliate and at least one Person other than the Company and the ERISA Affiliates or (b) was so maintained and in respect of which the Company or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“Net Cash Proceeds” means (a) with respect to any Asset Sale or other Disposition, the cash and Cash Equivalent proceeds (including casualty insurance settlements and condemnation awards and cash and Cash Equivalent proceeds subsequently received (as and when received) in respect of noncash consideration initially received) from such Asset Sale or other Disposition, net of (1) all fees and out-of-pocket expenses (including (A) broker’s fees, investment banking fees, collection expenses, commissions, legal fees and other customary transaction expenses and (B) transfer and similar Taxes and the Company’s good faith estimate of income Taxes paid or payable in connection with such sale), (2) amounts provided as a reserve by the Company and the Restricted Subsidiaries, against any contingent liabilities or purchase price adjustment associated with such Asset Sale or other Disposition (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds) in each case, as determined reasonably and in good faith by a Financial Officer of the Company, and (3) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness which is secured by the asset sold in such Asset Sale or other Disposition and which is required to be repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such asset and any such Indebtedness that is so secured by a lien ranking equal or junior in priority to any lien thereon securing the Obligations); provided, however, that, with respect to any Asset Sale, if (x) the Company shall deliver a certificate of a Financial Officer to the Agent at the time of receipt thereof setting forth the Company’s intent to (A) reinvest such proceeds in productive assets of a kind then used or usable in the business of the Company and the Restricted Subsidiaries within 12 months of receipt of such proceeds or (B) with respect to any Asset Sale or other Disposition occurring within 180 days (or such longer period as the Administrative Agent shall agree in its reasonable discretion) following the Closing Date, deem such proceeds reinvested in assets of a kind then used or usable in the business of the Company and the Restricted Subsidiaries acquired after the Closing Date but prior to the date of such Asset Sale or other Disposition,

and (y) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the proposed time of the application of such proceeds, such proceeds shall not constitute Net Cash Proceeds except to the extent (A) not so used (deemed used or committed to be used) at the end of such 12-month period or (B) if committed to be used within such 12-month period, not so used within 180 days after the end of such 12-month period, at which time such proceeds shall be deemed to be Net Cash Proceeds and (b) with respect to any issuance or incurrence of any Indebtedness for borrowed money or the issuance of any Equity Interests, the cash and Cash Equivalent proceeds thereof, net of all Taxes and reasonable and customary fees, underwriting discounts, commissions, costs and other expenses incurred in connection therewith.

“NFIP” has the meaning assigned to such term in the definition of “Real Estate Collateral Requirements”.

“Non-Approving 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 of any other Class or group of Lenders other than the Required Lenders) in accordance with the terms of Section 9.01 and (ii) has been approved by, as applicable, the Required Lenders (or the Lenders holding Loans or Commitments of such Class or group representing more than 50% of the sum of the total Loans and unused Commitments of such Class or group at such time).

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Not Otherwise Applied” means, with reference to any proceeds of any transaction or event or of the Available Amount that is proposed to be applied to a particular use or transaction, that such amount (a) was not required to prepay Loans under Section 2.11(b) and (b) has not previously been (and is not simultaneously being) applied to anything other than such particular use or transaction.

“Note” means a Revolving Credit Note or Term Note, as the context may require.

“Notice of Borrowing” has the meaning specified in Section 2.02(a).

“Notice of Issuance” has the meaning specified in Section 2.03(a)(i).

“Notice of Renewal” has the meaning specified in Section 2.01(c)(ii).

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB’s Website”means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

“Obligations” means each of the (a) Loan Document Obligations, (b) Secured Cash Management Obligations and (c) Secured Hedging Obligations; provided that the Obligations, with respect to any Guarantor, shall not include any Excluded Swap Obligations; and provided, further, that (i) Secured Cash Management Obligations and Secured Hedging Obligations shall be secured and guaranteed pursuant to the Security and Guarantee Documents only to the extent that, and for so long as, the Loan Document Obligations are so secured and guaranteed and (ii) any release of collateral or Guarantors effected in the manner permitted by any of the Loan Documents shall not require the consent of any Cash Management Bank or Hedge Bank (in each case, in its capacity as such).

“OID” has the meaning specified in Section 2.24(b).

“One Month LIBOR” has the meaning assigned to such term in the definition of “Base Rate”.

“Ordinary Course of Business” means, in respect of any transaction involving any Person, the ordinary course of such Person’s business.

“Other Applicable Indebtedness” has the meaning specified in Section 2.11(b)(v).

“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 Loan Document or Loan).

“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 2.19(b)).

“Overnight Foreign Currency Rate” means, for any amount payable in a Foreign Currency, the rate of interest per annum as determined by the Administrative Agent at which overnight or weekend deposits in such Foreign Currency (or if such amount due remains unpaid for more than three (3) Business Days, then for such other period of time as the Administrative Agent may elect) for delivery in immediately available and freely transferable funds would be offered by the Administrative Agent to major banks in the interbank market upon request of such major banks for such Foreign Currency as determined above and in an amount comparable to the unpaid principal amount of the related Borrowing or L/C Disbursement, plus any Taxes imposed upon, or charged to, the Administrative Agent by any relevant correspondent bank in respect of such amount in such Foreign Currency.

“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 Voting Stock of such Lender.

“Participant” has the meaning specified in Section 9.07(d).

“Participant Register” has the meaning specified in Section 9.07(d).

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law October 26, 2001, as amended.

“Payment Office” means, with respect to each Agreed Currency, such office, branch, affiliate or correspondent bank of the Administrative Agent as shall be from time to time selected by the Administrative Agent and notified by the Administrative Agent to the Company and the Lenders.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Percentage Applicable Period” has the meaning specified in the definition of “Applicable Percentage.”

“Perfection Certificate” means the Perfection Certificate substantially in the form of Exhibit B to the Guarantee and Collateral Agreement.

“Permitted Acquisition” has the meaning specified in Section 6.08(j).

“Permitted Liens” means each of the following:

(a) Liens for Taxes that are not overdue for a period of more than 30 days or that are being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained;

(b) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s, landlord’s and repairmen’s Liens and other similar Liens arising in the Ordinary Course of Business securing obligations that are not overdue for a period of more than 60 days or, if more than 60 days overdue, are (x) unfiled and no other action has been taken to enforce such Lien or (y) being contested in good faith and by appropriate proceedings diligently conducted and as to which appropriate reserves are being maintained;

(c) (i) Liens securing pension obligations that arise in the Ordinary Course of Business and (ii) pledges and deposits made in the Ordinary Course of Business (A) in connection with workers’ compensation, health, disability or other employee benefits, unemployment insurance and other social security laws or regulations, property, casualty or liability insurance or premiums related thereto or self-insurance obligations or (B) to secure letters of credit, bank guarantees or similar instruments posted to support payment of items set forth in the foregoing clause (A); provided that such letters of credit, bank guarantees or instruments are issued in compliance with Section 6.09;

(d) Liens securing the performance of, or granted in lieu of, contracts with trade creditors, other similar contracts (other than in respect of debt for borrowed money), leases, bids, statutory obligations, customs, surety, stay, appeal and performance bonds, performance and completion guarantees and other obligations of a like nature (including those to secure health, safety and environmental obligations), in each case incurred in the Ordinary Course of Business and deposits securing letters of credit, bank guarantees or similar instruments posted to support payment of the items set forth above in this clause (d); provided that such letters of credit (other than the Letters of Credit), bank guarantees or similar instruments are issued in compliance with Section 6.09;

(e) easements, rights of way and other encumbrances on title to or imperfections in real property that do not, in the aggregate, materially interfere with the Ordinary Course of Business of the Company and the Restricted Subsidiaries with respect to the subject property;

(f) Liens securing reimbursement obligations with respect to trade letters of credit entered into in the Ordinary Course of Business of the Company and the Restricted Subsidiaries that encumber documents and other assets relating to such letters of credit and the products and proceeds thereof;

(g) Liens that are customary contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the Ordinary Course of Business of the Company or any of the Restricted Subsidiaries or (iii) relating to purchase orders and other

agreements entered into with customers of the Company or any of the Restricted Subsidiaries in the Ordinary Course of Business of the Company and the Restricted Subsidiaries;

(h) Liens arising from filing UCC (or similar law of any jurisdiction) financing statements or similar precautionary public filings, registrations or agreements in foreign jurisdictions by lessors, consignors and bailors regarding leases and consignment or bailee arrangements permitted or not prohibited by any of the Loan Documents and Liens securing liabilities in respect of indemnification obligations thereunder as long as each such Lien only encumbers the assets that are the subject of the related lease (or contained in such leasehold) or consignment or bailee, and other similar precautionary statements, filings or agreements;

(i) Liens arising by virtue of the rendition, entry or issuance against the Company or any of the Restricted Subsidiaries, or any property of the Company or any of the Restricted Subsidiaries, of any judgment, writ, order, or decree to the extent the rendition, entry, issuance or continued existence of such judgment, writ, order or decree (or any event or circumstance relating thereto) has not resulted in the occurrence of an Event of Default hereunder.

(j) any interest or title (and any encumbrances on such interest or title) of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under any lease or license agreement permitted or not prohibited by any of the Loan Documents and any leases, subleases, licenses or sublicenses granted in the Ordinary Course of Business;

(k) Liens (i) of a collection bank arising under Section 4-208 of the Uniform Commercial Code or other similar provisions of applicable laws on items in the course of collection, (ii) in favor of a banking institution arising as a matter of law encumbering deposits or other funds maintained with financial institutions (including the right of set-off), (iii) arising in connection with pooled deposit or sweep accounts, cash netting, deposit accounts or similar arrangements of the Company or any Restricted Subsidiary and consisting of the right to apply the funds held therein to satisfy overdraft or similar obligations incurred in the Ordinary Course of Business of such Person, (iv) encumbering reasonable customary initial deposits and margin deposits and (v) granted in the Ordinary Course of Business by the Company or any Restricted Subsidiary to any bank with whom it maintains accounts to the extent required by the relevant bank’s (or custodian’s or trustee’s, as applicable) standard terms and conditions, in each case, which are within the general parameters customary in the banking industry;

(l) Liens in favor of a commodity, brokerage or security intermediary who holds a commodity, brokerage or, as applicable, a security account on behalf of the Company or a Restricted Subsidiary; provided such Lien encumbers only the related account and the property held therein;

(m) Liens (i) in favor of customs and revenue authorities arising as a matter of law in the Ordinary Course of Business to secure payment of customs duties that are not overdue by more than thirty (30) days or, if more than thirty (30) days overdue, are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP and (ii) on specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or such other goods in the Ordinary Course of Business;

(n) Liens on any cash earnest money deposits made by the Company or any of the Restricted Subsidiaries in connection with any Permitted Acquisition or any other Investment permitted hereunder; and

(o) Liens on repurchase agreements constituting Cash Equivalents.

“Permitted Receivables Facility” means any program for the transfer by the Company or any of the Subsidiaries (other than a Receivables Subsidiary), to any third-party buyer, purchaser or lender of interests in accounts receivable, so long as the aggregate outstanding principal amount of Indebtedness incurred pursuant to such program shall not exceed $125,000,000 at any one time; provided that (a) no portion of the Indebtedness or any other obligation (contingent or otherwise) under such Permitted Receivables Facility shall be guaranteed by the Company or any of the Restricted Subsidiaries (other than the Receivables Subsidiary), (b) there shall be no recourse or obligation to the Company or any of the Restricted Subsidiaries (other than the Receivables Subsidiary) whatsoever other than pursuant to representations, warranties, covenants and indemnities entered into in the Ordinary Course of Business in connection with such Permitted Receivables Facility that in the reasonable opinion of the Company are customary for securitization transactions and (c) neither the Company nor any of the Restricted Subsidiaries (other than the Receivables Subsidiary) shall have provided, either directly or indirectly, any other credit support of any kind in connection with such Permitted Receivables Facility, other than as set forth in clause (B) of this definition.

“Permitted Refinancing” means with respect to any Indebtedness of any Person, any modification, refinancing, refunding, renewal, replacement, exchange or extension (collectively, a “Refinancing”) of such Indebtedness of such Person; provided that:

(a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced except by an amount equal to accrued and unpaid interest and a premium thereon plus other amounts paid, and commissions, fees and expenses incurred, in connection with such Refinancing and by an amount equal to any existing commitments unutilized thereunder;

(b) such Refinancing has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being Refinanced;

(c) if the Indebtedness being Refinanced is subordinated in right of payment or security, as applicable, to the Obligations, such Refinancing is subordinated in right of payment or security, as applicable, to the Obligations on terms, taken as a whole, as favorable (as determined by the Company in good faith) in all material respects to the Lenders as those contained in the documentation governing the Indebtedness being Refinanced;

(d) if the Indebtedness being Refinanced is (or would have been required to be) secured by any Collateral of a Loan Party (whether equally and ratably with, or junior to, the Liens in favor of the Secured Parties or otherwise), such Refinancing may be secured by such Collateral: provided that such Refinancing may not have security in any case more extensive than that which applied to the Indebtedness being Refinanced;

(e) the terms and conditions of such Refinancing shall be either (x) (taken as a whole) no more favorable to the lenders providing such Refinancing than, those applicable to the Indebtedness being Refinanced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date or any interest rate benchmark adjustments) or (y) customary for similar types of Indebtedness in light of then-prevailing market conditions (it being understood and agreed that such Indebtedness shall not include any financial maintenance covenants (unless such Indebtedness being Refinanced had the benefit of financial maintenance covenants) and that any negative covenants shall be incurrence-based) (except for covenants or other provisions applicable only to periods after the Latest

Maturity Date); provided that a certificate of a Responsible Officer of the Company delivered to the Agent at least five (5) Business Days prior to the incurrence of such Refinancing, together with a reasonably detailed description of material terms and conditions of such Refinancing, or drafts of the documentation related thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the foregoing requirement in this clause (e) shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Agent notifies the Company within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); and

(f) no such Refinancing shall have obligors or contingent obligors that were not obligors or contingent obligors in respect of such Indebtedness being Refinanced.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Phase Is” has the meaning assigned to such term in the definition of “Real Estate Collateral Requirements”.

“Plan” means a Single Employer Plan and a Multiple Employer Plan.

“Platform” has the meaning specified in Section 9.02(d)(i).

“Prepayment Amount” has the meaning specified in Section 2.11(b)(vii).

“Prepayment Date” has the meaning specified in Section 2.11(b)(vii).

“Pricing Certificate” means a certificate signed by a financial officer of the Borrower in form agreed pursuant to any Sustainability Adjustment Amendment or otherwise reasonably acceptable to the Agent, attaching true and correct copies of the KPI Metrics Report for the appropriate KPI Metrics Reference Period, and setting forth the appropriate Sustainability Margin Adjustment Amount and computations in reasonable detail in respect thereof for the corresponding Sustainability Margin Adjustment Period.

“Primary Currency” has the meaning specified in Section 9.11(b).

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public-Sider” means a Lender whose representatives may trade in securities of the Company or its controlling person or any of its Subsidiaries while in possession of the financial statements provided by the Company or any Borrower under the terms of this Agreement.

“Qualified Equity Issuance” means any issuance of Equity Interests (other than any Disqualified Equity Interests) by the Company (but excluding any issuances of Equity Interests to any Subsidiary).

“Quarterly Compliance Certificate” has the meaning specified in Section 5.07(a).

“Quotation Day” means, with respect to any Eurocurrency Borrowing for any Interest Period, (i) if the currency is Pounds Sterling, the first day of such Interest Period, and (ii) if the currency is Dollars, Euros or any other Agreed Currency, two (2) Business Days prior to the commencement of such Interest Period (unless, in the case of an Agreed Currency other than Dollars, Euros or Pounds Sterling, market practice differs in the relevant market where the LIBO Rate for such Agreed Currency is to be determined, in which case the Quotation Day will be determined by the Administrative Agent in accordance with market practice in such market (and if quotations would normally be given on more than one day, then the Quotation Day will be the last of those days)).

“Ratable Share” of any amount means (a) with respect to any Term Lender at any time, the percentage of the Term Facility represented by the principal amount of such Term Lender’s Term Loans at such time and (b) with respect to any Revolving Credit Lender at any time, the percentage of the Revolving Credit Facility represented by such Revolving Credit Lender’s Revolving Credit Commitment at such time. If the commitment of each Revolving Credit Lender to make Revolving Credit Loans and the obligation of the Issuing Banks to Issue Letters of Credit have been terminated pursuant to Section 7.01, or if the Revolving Credit Commitments have expired, then the Ratable Share of each Revolving Credit Lender in respect of the Revolving Credit Facility shall be determined based on the Ratable Share of such Revolving Credit Lender in respect of the Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments.

“Ratio-Based Amounts” has the meaning assigned to such terms in Section 1.07.

“Real Estate Collateral Requirements” means the requirement that on the Closing Date (subject to the last paragraph of Section 3.01), with respect to the Mortgaged Properties listed on Schedule 1.01(a) and thereafter as required by Section 5.10, the Collateral Agent shall have received a Mortgage for each Mortgaged Property in form and substance reasonably acceptable to the Collateral Agent and suitable for recording or filing, together with the following documents:

(a) a fully paid policy of title insurance (or “pro forma” or marked up commitment having the same effect of a title insurance policy) (i) in a form reasonably acceptable to the Collateral Agent insuring the Lien of the Mortgage encumbering such property as a valid first priority Lien, (ii) in an amount reasonably satisfactory to the Collateral Agent and otherwise reflective of the fair market value of the real property subject to the Mortgage, (iii) issued by a nationally recognized title insurance company reasonably satisfactory to the Collateral Agent (the “Title Company”) and (iv) that includes such endorsements or affirmative insurance required by the Collateral Agent and available in the applicable jurisdiction (including endorsements on matters relating to usury, first loss, last dollar, zoning, revolving credit, doing business, variable rate, address, separate tax lot, subdivision, tie in or cluster, contiguity, access and so-called comprehensive coverage over covenants and restrictions);

(b) with respect to any property located in any jurisdiction in which a zoning endorsement is not available (or for which a zoning endorsement is not available at a premium that is not excessive), if requested by the Collateral Agent, a zoning compliance letter from the applicable municipality or a zoning report from Planning and Zoning Resource Corporation (or another person acceptable to the Collateral Agent), in each case reasonably satisfactory to the Collateral Agent;

(c) upon the request of the Collateral Agent, a survey certified to the Collateral Agent and the Title Company in form and substance reasonably satisfactory to the Collateral Agent;

(d) upon the request of the Collateral Agent, an appraisal complying with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, by a third-party appraiser selected by the Collateral Agent;

(e) if requested by the Collateral Agent, an opinion of local counsel reasonably acceptable to the Collateral Agent and in form and substance satisfactory to the Collateral Agent;

(f) no later than ten Business Days prior to the delivery of the Mortgage, the following documents and instruments, in order to comply with the National Flood Insurance Reform Act of 1994, Flood Disaster Protection Act of 1973, Biggert-Waters Flood Insurance Act of 2012 and National Flood Insurance Act of 1968 and related legislation (including the regulations of the Board of Governors of the Federal Reserve System) (including any substitution therefor and, if applicable, any regulations promulgated thereunder, “Flood Laws”): (1) a completed Life of Loan standard flood hazard determination form, (2) if the improvement(s) to the improved real property is located in a special flood hazard area, a notification to the Company or such Subsidiary as holds title to the real property in question (“Company Notice”) and, if applicable, notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing receipt by the Company or such Subsidiary as holds title to the real property of the Company Notice and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of the flood insurance policy, the Company’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Collateral Agent and in compliance with Flood Laws (any of the foregoing being “Evidence of Flood Insurance”);

(g) upon the reasonable request of the Collateral Agent, Phase I environmental site assessment reports prepared in accordance with the current ASTM E1527 standard (“Phase Is”) (to the extent in the possession of the Company) and any other existing, non-privileged environmental documentation as the Collateral Agent shall reasonably request; and

(h) such other instruments and documents (including consulting engineers’ reports and lien searches) as the Collateral Agent shall reasonably request.

“Receivables Subsidiary” means a special purpose entity established as a “bankruptcy remote” Subsidiary for the sole purpose of acquiring accounts receivable under any Permitted Receivables Facility, which shall engage in no operations or activities other than those related to such Permitted Receivables Facility.

“Recipient” means (a) the Agent, (b) any Lender and (c) any Issuing Bank, as applicable.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the LIBO Rate, 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, (2) if the RFR for such Benchmark is SONIA, 11:00 a.m. (London time) on the day that is four London banking days preceding the date of such setting and (3) if such Benchmark is not the LIBO Rate or RFR, the time determined by the Administrative Agent in its reasonable discretion.

“Refinancing Amendment” means an amendment to this Agreement, in form and substance reasonably satisfactory to the Company, the Agent and the Lenders providing Specified Refinancing Debt, effecting the incurrence of such Specified Refinancing Debt in accordance with Section 2.22.

“Refinancing Junior Loans” means loans under credit or loan agreements that are (a) senior or subordinated and unsecured or (b) secured by the Collateral of the Loan Parties on a junior basis to the Facilities, incurred in respect of a refinancing of outstanding Indebtedness of the Company under the Facilities; provided that:

(i) if such Refinancing Junior Loans shall be secured by a security interest in the Collateral, then such Refinancing Junior Loans shall be issued subject to a Market Intercreditor Agreement that is reasonably satisfactory to the Agent;

(ii) no Refinancing Junior Loans shall mature prior to the final maturity date of the Indebtedness being refinanced, or have a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being refinanced thereby;

(iii) the borrower or borrowers of the Refinancing Junior Loans shall not include any Person that is not a borrower with respect to the Indebtedness being refinanced;

(iv) such Refinancing Junior Loans shall, subject to clause (ii) above, have pricing (including interest, fees and premiums), optional prepayment and optional redemption terms as may be agreed to by the Company and the lenders party thereto;

(v) the other terms and conditions (excluding those referenced in clauses (ii) and (iv) above) of such Refinancing Junior Loans shall either (x) be substantially identical to, or (taken as a whole) no more favorable to the lenders providing such Refinancing Junior Loans than, those applicable to the Loans being refinanced or replaced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date) or (y) customary for similar types of Indebtedness in light of then-prevailing market conditions (it being understood and agreed that such Indebtedness shall not include any financial maintenance covenants not also included herein and that any negative covenants shall be incurrence-based) (except for covenants or other provisions applicable only to periods after the Latest Maturity Date); provided that a certificate of a Responsible Officer of the Company delivered to the Agent at least five (5) Business Days prior to the incurrence of such Refinancing Junior Loans, together with a reasonably detailed description of material terms and conditions of such Indebtedness or drafts of the documentation related thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the foregoing requirement in clause (v) shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Agent notifies the Company within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees);

(vi) the Refinancing Junior Loans may not have (x) obligors or contingent obligors that were not obligors or contingent obligors with respect to the applicable Loans being so refinanced or (y) security in any case more extensive than that which applied to the applicable Loans being so refinanced;

(vii) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness being refinanced except by an amount equal to accrued and unpaid interest and a premium thereon plus other amounts paid,

and commissions, fees and expenses incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; and

(viii) the Net Cash Proceeds of such Refinancing Junior Loans shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans under the applicable Class of Loans being so refinanced in accordance with Section 2.11.

“Refinancing Notes” means one or more series of (a) senior unsecured notes or (b) senior secured notes secured by the Collateral of the Loan Parties (x) on an equal and ratable basis with the Facilities or (y) on a junior basis to the Facilities in each case issued in respect of a refinancing of outstanding Indebtedness of the Company under the Facilities; provided that:

(i) if such Refinancing Notes shall be secured by a security interest in the Collateral, then such Refinancing Notes shall be issued subject to a Market Intercreditor Agreement that is reasonably satisfactory to the Agent;

(ii) no Refinancing Notes shall mature prior to the date that is after the final maturity date of, or have a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of, in each case, the Indebtedness being refinanced;

(iii) no Refinancing Notes shall be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except customary assets sale or change of control provisions);

(iv) subject to clause (iii), such Refinancing Notes shall have pricing (including interest, fees and premiums), optional prepayment and optional redemption terms as may be agreed to by the Company and the lenders party thereto;

(v) the other terms and conditions (excluding those referenced in clauses (ii), (iii) and (iv) above) of such Refinancing Notes shall be either (x) substantially identical to, or (taken as a whole) no more favorable to the lenders providing such Refinancing Notes than, those applicable to the Loans or commitments being refinanced or replaced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date) or (y) customary for similar types of Indebtedness in light of then-prevailing market conditions (it being understood and agreed that such Indebtedness shall not include any financial maintenance covenants not also included herein and that any negative covenants shall be incurrence-based) (except for covenants or other provisions applicable only to periods after the Latest Maturity Date); provided that a certificate of a Responsible Officer of the Company delivered to the Agent at least five (5) Business Days prior to the incurrence of such Refinancing Notes, together with a reasonably detailed description of material terms and conditions of such Refinancing Notes or drafts of the documentation related thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the foregoing requirement in this clause (v) shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Agent notifies the Company within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees);

(vi) the Refinancing Notes shall not have security in any case more extensive than that which applied to the applicable Indebtedness being so refinanced and shall not have obligors or contingent obligors that were not obligors or contingent obligors in respect of such Indebtedness being refinanced;

(vii) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness being refinanced except by an amount equal to accrued and unpaid interest and a premium thereon plus other amounts paid, and commissions, fees and expenses incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; and

(viii) the Net Cash Proceeds of such Refinancing Notes shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans under the applicable Class of Loans being so refinanced in accordance with Section 2.11.

“Register” has the meaning specified in Section 9.07(c).

“Registered Equivalent Notes” means, with respect to any notes originally issued in an offering pursuant to Rule 144A under the Securities Act or other private placement transaction under the Securities Act, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“Regulated Bank” means any commercial bank or other depository institution or any branch, agency or similar office thereof supervised by a bank regulatory authority in any jurisdiction.

“Related Business” has the meaning specified in Section 6.03.

“Related Business Assets” means any property, plant, equipment or other assets (excluding assets that are qualified as current assets under GAAP) to be used or useful by the Company or a Restricted Subsidiary in a Related Business or capital expenditures relating thereto.

“Related Funds” means, with respect to any Lender that is an Approved Fund, any other Approved Fund that is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, attorneys, consultants and representatives of such Person and of such Person’s Affiliates.

“Relevant Governmental Body” means (i) with respect to Loans denominated in Dollars, the FRB and/or the NYFRB, or a committee officially endorsed or convened by the FRB and/or the NYFRB or, in each case, any successor thereto and (ii) with respect to a Benchmark Replacement in respect of Loans denominated in any other Agreed Currency, (a) the central bank for the currency in which such Benchmark Replacement is denominated or any central bank or other supervisor which is responsible for supervising either (1) such Benchmark Replacement or (2) the administrator of such Benchmark Replacement or (b) any working group or committee officially endorsed or convened by (1) the central bank for the currency in which such Benchmark Replacement is denominated, (2) any central bank or other supervisor that is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3) a group of those central banks or other supervisors or (4) the Financial Stability Board or any part thereof.

“Relevant Rate” means, (1) with respect to Dollars, the LIBO Rate and (2) with respect to Sterling, the SONIA Rate and (3) with respect to Euros, EURIBOR Rate.

“Removal Effective Date” has the meaning specified in Section 8.06(b).

“Required Lenders” means at any time Lenders owed or holding at least a majority in interest of the sum of the (a) aggregate principal amount of all Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in Letters of Credit and Swingline Exposure being deemed “held” by such Revolving Credit Lender for purposes of this definition), (b) the aggregate principal amount of the Term Loans and (c) the aggregate unused amount of the Commitments; provided that the Total Revolving Credit Outstandings of, and the Loans owed to and the Commitments held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required Revolving Credit Lenders” means, as of any date of determination, Revolving Credit Lenders holding more than 50% of the sum of the (a) Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in Letters of Credit being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate Unused Revolving Credit Commitments; provided that the Unused Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Credit Lenders.

“Required Term Lenders” means, as of any date of determination, Term Lenders holding more than 50% of the Term Facility on such date; provided that the portion of the Term Facility held by any Defaulting Lender shall in each case be excluded for purposes of making a determination of Required Term Lenders.

“Resignation Effective Date” has the meaning specified in Section 8.06(a).

“Responsible Officer” of any Person means any executive officer or Financial Officer of such Person and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement and in respect of an English Loan Party shall include its company secretary.

“Restricted Debt Payment” has the meaning specified in Section 6.10(b).

“Restricted Lender” has the meaning specified in Section 8.13.

“Restricted Payments” has the meaning specified in Section 6.06.

“Restricted Subsidiary” means any Subsidiary that is not an Unrestricted Subsidiary.

“Revolver Extension Request” has the meaning given to such term in Section 2.23(b).

“Revolver Extension Series” has the meaning given to such term in Section 2.23(b).

“Revolving Credit Borrowing” means a Borrowing consisting of simultaneous Revolving Credit Loans of the same Type made by each of the Revolving Credit Lenders.

“Revolving Credit Commitment” means as to any Lender (a) the Dollar amount set forth opposite such Lender’s name on Schedule I hereto as such Lender’s “Revolving Credit Commitment” or (b) if such Lender has entered into an Assignment and Assumption, the Dollar amount set forth for such Lender in the Register maintained by the Agent pursuant to Section 9.07(c), as such Lender’s “Revolving Credit Commitment”, as such amount may be reduced pursuant to Section 2.06 or increased pursuant to Section 2.24. The aggregate amount of the Lenders’ Revolving Credit Commitments as of the Closing Date is $1,000,000,000. Unless the context shall otherwise require, the term “Revolving Credit Commitments”

shall include any Incremental Revolving Credit Commitments, any Extended Revolving Credit Commitments and any revolving commitments under any Specified Refinancing Debt.

“Revolving Credit Exposure” means, with respect to any Lender at any time, the aggregate principal Dollar Amount at such time of all outstanding Revolving Credit Loans of such Lender, plus the aggregate amount at such time of such Lender’s L/C Exposure, plus the aggregate amount at such time of such Lender’s Swingline Exposure.

“Revolving Credit Facility” means, at any time, (a) on or prior to the Revolving Credit Facility Maturity Date, the aggregate amount of the Revolving Credit Commitments at such time and (b) thereafter, the sum of the aggregate principal amount of the Revolving Credit Loans and Swingline Loans outstanding at such time plus the Stated Amount of all Letters of Credit outstanding at such time.

“Revolving Credit Facility Maturity Date” means (I) except as provided in clause (II) below, the earlier of (a) the fifth anniversary of the Closing Date and (b) the date of termination in whole of the Revolving Credit Commitments pursuant to Section 2.06 or 7.01, or (II) solely with respect to any Extended Revolving Credit Commitments, the final maturity date and/or commitment termination date applicable thereto as specified in the applicable Revolver Extension Request accepted by the respective Lender or Lenders; provided that to the extent that the 2026 Notes remain outstanding on the date that is 90 days prior to the maturity date of the Company’s 2026 Notes (such date, the “Springing Maturity Date”), the Revolving Credit Facility Maturity Date shall be the Springing Maturity Date.

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment or a Revolving Credit Loan at such time.

“Revolving Credit Loan” means an advance by a Revolving Credit Lender to a Borrower as part of a Revolving Credit Borrowing and refers to a Base Rate Loan or a Eurocurrency Rate Loan (each of which shall be a “Type” of Revolving Credit Loan). Unless the context shall otherwise require, the term “Revolving Credit Loan” shall include any Incremental Revolving Credit Loans, any Loans under Extended Revolving Credit Commitments and any Specified Refinancing Revolving Loan.

“Revolving Credit Note” means a promissory note of a Borrower payable to any Revolving Credit Lender and its registered assigns, delivered pursuant to a request made under Section 2.17 in substantially the form of Exhibit A-1 hereto.

“RFR” means, for any RFR Loan denominated in Sterling, SONIA.

“RFR Administrator” means the SONIA Administrator.

“RFR Borrowing” means, as to any Borrowing, the RFR Loans comprising such Borrowing.

“RFR Business Day” means, for any Loan denominated in Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in London.

“RFR Interest Day” has the meaning specified in the definition of “Daily Simple RFR”.

“RFR Loan” means a Loan that bears interest at a rate based on Daily Simple RFR.

“S&P” means Standard & Poor’s Ratings Group, a division of S&P Global Inc., and any successor to its rating agency business.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of comprehensive 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 or the U.S. Department of State, or by the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom, (b) any Person located, organized or resident in a Sanctioned Country or (c) any Person owned 50% or more by or Controlled by any such Person or Persons described in the foregoing clauses (a) or (b).

“Sanctions” means economic or financial sanctions imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by 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.

“Screen Rate” has the meaning assigned to such term in the definition of “LIBO Rate”.

“SEC” means the Securities and Exchange Commission.

“Secured Cash Management Obligations” means the due and punctual payment and performance of any and all obligations of each Loan Party or other Restricted Subsidiary (whether absolute or contingent and however and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor)) arising in respect of Cash Management Services that (i) (a) are owed to the Agent, the Arrangers or an Affiliate of any of the foregoing, or to any Person that, at the time such obligations were incurred, was the Agent, an Arranger or an Affiliate of any of the foregoing, (b) were owed on the Closing Date to a Person that was a Lender or an Affiliate of a Lender as of the Closing Date or (c) are owed to a Person that was a Lender or an Affiliate of a Lender at the time such obligations were incurred and (ii) are designated in writing by the Company as “Secured Cash Management Obligations”.

“Secured Hedging Obligations” means the due and punctual payment and performance of any and all obligations of each Loan Party or other Restricted Subsidiary (whether absolute or contingent and however and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor)) arising in respect of Hedge Agreements that (i) (a) are owed to the Agent, the Arrangers or an Affiliate of any of the foregoing, or to any Person that, at the time such obligations were incurred, was the Agent, an Arranger or an Affiliate of any of the foregoing, (b) were owed on the Closing Date to a Person that was a Lender or an Affiliate of a Lender as of the Closing Date or (c) are owed to a Person that was a Lender or an Affiliate of a Lender at the time such obligations were incurred and (ii) are designated in writing by the Company as “Secured Hedging Obligations”; provided that Secured Hedging Obligations shall not include any Excluded Swap Obligations.

“Secured Parties” means (a) each of the Lenders, (b) the Agent, (c) the Collateral Agent, (d) the Swingline Lender, (e) each Issuing Bank, (f) each Cash Management Bank, (g) each Hedge Bank, (i) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (i) the successors and assigns of each of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended.

“Security and Guarantee Documents” means each and any of the Mortgages, the Guarantee and Collateral Agreement, the Perfection Certificate, security agreements, and/or other instruments and

documents executed and delivered on or after the Closing Date in connection with securing and/or guaranteeing the Facilities.

“Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Company or any ERISA Affiliate and no Person other than the Company and the ERISA Affiliates or (b) was so maintained and in respect of which the Company or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

“SOFR”means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website”means the NYFRB’s Website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“Solvent” means, with respect to any Person on a particular date, that on such date (a) the fair value of the present assets of such Person is greater than the total amount of liabilities (subordinated, contingent or otherwise) of such Person, (b) the present fair salable value of the assets of such Person is greater than the total amount that will be required to pay the probable liability of such Person on the sum of its debts and other liabilities (subordinated, contingent or otherwise) as they become absolute and matured, (c) such Person has not incurred, does not intend to, and does not believe that it will, incur debts or liabilities (subordinated, contingent or otherwise) beyond such Person’s ability to pay such debts and liabilities as they become due (whether at maturity or otherwise) and (d) such Person does not have unreasonably small capital with which to conduct the businesses in which it is engaged as such businesses are now conducted and are proposed to be conducted. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SONIA” means, with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published by the SONIA Administrator on the SONIA Administrator’s Website on the immediately succeeding Business Day.

“SONIA Adjustment” means, with respect to SONIA, 0.1193% per annum.

“SONIA Administrator” means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).

“SONIA Administrator’s Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.

“Specified Incremental Term Commitments” has the meaning specified in Section 2.24.

“Specified Incremental Term Facility” means, at any time, the aggregate principal amount of any Specified Incremental Term Loans outstanding at such time.

“Specified Incremental Term Loans” has the meaning specified in Section 2.24.

“Specified Refinancing Debt” has the meaning given to such term in Section 2.22(a).

“Specified Refinancing Revolving Loans” means Specified Refinancing Debt constituting revolving loans.

“Specified Refinancing Term Loans” means Specified Refinancing Debt constituting Term Loans.

“Specified Representations” means the representations and warranties set forth in Sections 4.01 (with respect to the organizational existence of the Loan Parties only), 4.02, 4.03 (solely as it relates to the execution, delivery and performance by each Loan Party of each Loan Document to which it is a party and excluding clauses (i)(a), (i)(c) and (i)(d) and (ii)), 4.05, 4.08, 4.09, 4.11, 4.16(b) (excluding reference to “anti-terrorism”), 4.16(c)(i) and 4.18.

“Specified Transactions” means (i) any Investment that results in a Person becoming a Restricted Subsidiary, (ii) any Permitted Acquisition, or any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person, whether by merger, consolidation, amalgamation or otherwise, (iii) any Disposition that results in a Restricted Subsidiary ceasing to be a Restricted Subsidiary, (iv) any Disposition of a business unit, line of business or division of the Company or any of the Restricted Subsidiaries, in each case whether by merger, consolidation, amalgamation or otherwise, (v) any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, (vi) any incurrence or repayment of Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility in the Ordinary Course of Business for working capital purposes) and (vii) any other transaction that by the terms of this Agreement requires any financial ratio or test to be determined on a “pro forma basis” or to be given “pro forma effect”.

“Springing Maturity Date” has the meaning assigned to such term in the definition of “Revolving Credit Facility Maturity Date”.

“Stated Amount” of a Letter of Credit at any time means the maximum amount that may be drawn under such Letter of Credit at such time; provided, however, that (x) with respect to any Letter of Credit that, by its terms or the terms of any L/C Related Document, provides for one or more automatic increases in the maximum amount that may be drawn thereunder, the Stated Amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time and (y) the Stated Amount of any Letter of Credit denominated in any Foreign Currency shall be determined by reference to the Dollar Amount thereof most recently determined as of such time.

“Subject Proceeds” has the meaning assigned to such term in Section 2.11(b)(v).

“Subsidiary” means any subsidiary of the Company.

“subsidiary” of any Person means any corporation, partnership, joint venture, limited liability company, entity, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, joint venture, limited liability company or entity, or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other subsidiaries or by one or more of such Person’s other subsidiaries.

“Subsidiary Guarantors” means each Domestic Restricted Subsidiary listed on Schedule II (such Domestic Restricted Subsidiaries not to include any Excluded Subsidiary) and each other Domestic Restricted Subsidiary that is or becomes a party to any of the Security and Guarantee Documents (such Domestic Restricted Subsidiaries not to include any Excluded Subsidiary), unless and until released as a Subsidiary Guarantor pursuant to the terms hereof or of the Security and Guarantee Documents.

“Sustainability Adjustment Amendment” has the meaning specified in Section 2.27.

“Sustainability Adjustment Amendment Effective Date” has the meaning specified in Section 2.27.

“Sustainability Margin Adjustment” has the meaning specified in Section 2.27.

“Sustainability Margin Adjustment Amount” means, with respect to any Sustainability Margin Adjustment Period, the number of basis points per annum (whether positive, negative or zero) resulting from the satisfaction (or failure to satisfy) the applicable KPI Metric Targets, as set forth in the applicable Sustainability Adjustment Amendment. The maximum Sustainability Margin Adjustment Amount for any given Sustainability Margin Adjustment Period shall be 10 bps per annum. Each applicable premium or discount shall only apply until the date on which the next Sustainability Margin Adjustment Period begins.

“Sustainability Margin Adjustment Period” means the annual period in which Sustainability Margin Adjustment Amounts apply as set forth in the applicable Sustainability Adjustment Amendment.

“Sustainability Pricing Adjustment Date” has the meaning specified in Section 5.07(g).

“Sustainability Structuring Agent” means BMO, acting in its capacity as sustainability structuring agent.

“Swap” has the meaning assigned to such term in Section 1a(47) of the Commodity Exchange Act.

“Swap Obligation” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap.

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Ratable Share of the total Swingline Exposure at such time.

“Swingline Lender” means BMO, in its capacity as lender of Swingline Loans hereunder.

“Swingline Loan” means a Loan made pursuant to Section 2.04.

“Swiss Loan Party” means a Loan Party incorporated in Switzerland.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement).

“TARGET Day” means any day on which TARGET2 is open for the settlement of payments in Euro.

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

“Term Borrowing” means a portion of the Term Loans (as to which each Term Lender has a ratable part) that (a) bears interest by reference to the Base Rate or (b) bears interest by reference to the Eurocurrency Rate and has a single Interest Period.

“Term Commitment” means, as to any Lender, the Dollar amount set forth opposite such Lender’s name on Schedule I hereto as such Lender’s “Term Commitment”.

“Term Facility” means, at any time, the aggregate principal amount of the Term Loans outstanding at such time.

“Term Lender” means, at any time, any Lender with a Term Commitment or an outstanding Term Loan at such time.

“Term Loan” means an advance by a Term Lender to the Company under the Term Facility and refers to a Base Rate Loan or a Eurocurrency Rate Loan (each of which shall be a “Type” of Term Loan). Unless the context shall otherwise require, “Term Loans” shall include any Incremental Term Loans (other than Specified Incremental Term Loans), Specified Refinancing Term Loans and Extended Term Loans. The aggregate principal amount of Term Loans as of the Closing Date is $400,000,000.

“Term Loan Extension Request” has the meaning given to such term in Section 2.23(a).

“Term Loan Extension Series” has the meaning given to such term in Section 2.23(a).

“Term Loan Maturity Date” means (i) except as otherwise provided in clause (ii) below, the fifth anniversary of the Closing Date or (ii) solely with respect to any applicable Extended Term Loans, the final maturity date applicable thereto as specified in the applicable Term Loan Extension Request accepted by the respective Lender or Lenders; provided that to the extent that the 2026 Notes remain outstanding the Springing Maturity Date, the Term Loan Maturity Date shall be the Springing Maturity Date.

“Term Note” means a promissory note of the Company payable to any Term Lender and its registered assigns, delivered pursuant to a request made under Section 2.17 in substantially the form of Exhibit A-2 hereto.

“Term SOFR”means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Term SOFR Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.26 that is not Term SOFR.

“Term SOFR Notice” means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Event.

“Test Period” means, on any date of determination, the period of four consecutive full fiscal quarters of the Company most recently ended on or prior to such date of determination for which financial statements have been delivered pursuant to Section 5.07(a) or (b).

“Title Company” has the meaning specified in the definition of “Real Estate Collateral Requirements.”

“Total Assets” means the total assets of the Company and the Restricted Subsidiaries, determined on a Consolidated basis in accordance with GAAP, as shown on the Consolidated balance sheet of the Company for the most recently completed fiscal quarter for which financial statements have been delivered pursuant to Section 5.07(a) or (b), as applicable (after taking into account the adjustments required to remove the effects of any Unrestricted Subsidiaries pursuant to Section 5.07).

“Total Leverage Ratio” means, as of the last day of any fiscal quarter, the ratio of (a) an amount equal to (i) the Funded Debt on such date less (ii) the aggregate amount of Unrestricted Cash on such date to (b) EBITDA for the most recently ended Test Period.

“Total Revolving Credit Outstandings” means the aggregate outstanding amount of all Revolving Credit Loans, Swingline Loans and Letters of Credit.

“Transactions” means collectively, (a) the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are a party and the initial funding of the Loans hereunder, and (b) the payment of all fees, costs and expenses incurred or payable by the Company or any of the Restricted Subsidiaries in connection with the foregoing.

“Type”, when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For the purposes hereof, the term “Rate” means the Base Rate, the Eurocurrency Rate or the Daily Simple RFR.

“UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).

“UK Borrower” means a Borrower incorporated under the laws of England and Wales, or the laws of Scotland, as the case may be, and/or is resident for Tax purposes solely in the United Kingdom on the date it becomes a party to this Agreement.

“UK Non-Bank Lender” means,

(a) a Lender which falls within paragraph (a)(ii) of the definition of UK Qualifying Lender which is a party to this Agreement on the date of this Agreement and which has provided a UK Tax Confirmation to the Agent; and

(b) where a Lender becomes a party to this Agreement after the day on which this Agreement is entered into, a Lender which gives a UK Tax Confirmation in the Assignment and Assumption which it executes on becoming a party to this Agreement.

“UK Qualifying Lender” means:

(a) A Lender which is beneficially entitled to interest payable to that Lender in respect of any advance under a Loan Document and is:

(i) a Lender:

a. that is a bank (as defined for the purpose of section 879 of the ITA) making a an advance under a Loan Document and is within the charge to United Kingdom corporation tax with respect to any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from Section 18A of the CTA; or

b. in respect of an advance made under a Loan Document by a person that was a bank (as defined for the purpose of section 879 of the ITA) at the time that that advance was made and within the charge to United Kingdom corporation tax with respect to any payments of interest made in respect of that advance;

(ii) a Lender which is:

a. a company resident in the United Kingdom for United Kingdom tax purposes;

b. a partnership, each member of which is:

(1) a company so resident in the United Kingdom; or

(2) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

c. a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; or

d. a UK Treaty Lender;

(b) a Lender which is a building society (as defined for the purposes of section 880 of the ITA) making an advance under a Loan Document.

“UK Tax Confirmation” means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Loan Document is either:

(a) a company resident in the United Kingdom for United Kingdom tax purposes;

(b) a partnership each member of which is:

(i) a company so resident in the United Kingdom;

(ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning given by section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(iii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing its chargeable profits (within the meaning given by section 19 of the CTA).

“UK Tax Deduction” means a deduction or withholding for or on account of Tax imposed by the United Kingdom from a payment under any Loan Document.

“UK Treaty Lender” means a Lender which:

(a) is treated as a resident of a UK Treaty State for the purposes of the Treaty;

(b) does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in the Loan is effectively connected; and

(c) satisfies all other conditions under the Treaty for a payment of interest made by a Borrower under any Loan Document to be fully exempt from United Kingdom income Tax, except for this purpose it shall be assumed the following are satisfied: (i) the completion of procedural formalities and (ii) any condition in the Treaty that relates (expressly or by implication) to there not being a special relationship between the applicable Borrower and such Lender or between both of them and another Person (save where the Lender knew or ought reasonably to have known that such condition would not be met).

“UK Treaty State” means a jurisdiction having a double taxation agreement (a “Treaty”) with the United Kingdom which makes provision for full exemption from Tax imposed by the United Kingdom on interest.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unfunded Loans/Participations” means (a) with respect to the Agent, the aggregate amount, if any (i) made available to the applicable Borrower on the assumption that each Lender has made such Lender’s share of the applicable Borrowing available to the Agent as contemplated by Section 2.02(d) and (ii) with respect to which a corresponding amount shall not in fact have been returned to the Agent by the applicable Borrower or made available to the Agent by any such Lender and (b) with respect to any Issuing Bank, the aggregate amount, if any, of amounts drawn under Letters of Credit in respect of which a Revolving Credit Lender shall have failed to make Revolving Credit Loans to reimburse such Issuing Bank pursuant to Section 2.03(c).

“Uniform Commercial Code” and “UCC” have the meanings assigned to the term “Uniform Commercial Code” in the Guarantee and Collateral Agreement.

“Unissued Letter of Credit Commitment” means, with respect to any Issuing Bank, the obligation of such Issuing Bank to Issue Letters of Credit for the account of the Borrowers or the other Restricted Subsidiaries in an amount equal to the excess of (a) the amount of its Letter of Credit Commitment over (b) the aggregate Stated Amount of all Letters of Credit issued by such Issuing Bank.

“Unrestricted Cash” means, as of any date, unrestricted cash and Cash Equivalents owned by the Company and the Restricted Subsidiaries on such date.

“Unrestricted Subsidiary” means (i) any Subsidiary (other than the Company or any other Borrower) designated as such in accordance with Section 6.13 and (ii) any Subsidiary of such designated Subsidiary; provided that in order to continue to qualify as an Unrestricted Subsidiary, (A) at no time shall any creditor of any such Subsidiary have any claim (whether pursuant to a guarantee, by operation of law or otherwise) against the Company or any Restricted Subsidiary in respect of any Indebtedness or other obligation of any such Subsidiary and (B) at no time shall the Company or any Restricted Subsidiary have any direct or indirect obligation to subscribe for additional Equity Interests of such Subsidiary.

“Unused Revolving Credit Commitment” means, with respect to each Revolving Credit Lender at any time, (a) such Lender’s Revolving Credit Commitment at such time minus (b) the sum of (i) the aggregate principal Dollar Amount of all Revolving Credit Loans made by such Lender (in its capacity as a Revolving Credit Lender) and outstanding at such time, plus (ii) such Lender’s Ratable Share of (A) the aggregate Stated Amount (provided that with respect to any Letter of Credit denominated in any Foreign Currency, the applicable Dollar Amount thereof shall be determined by reference to the Exchange Rate in Dollars at such time) at such time of all the Letters of Credit outstanding at such time and (B) the aggregate principal Dollar Amount of all Revolving Credit Loans made by each Issuing Bank pursuant to Section 2.03(c) that have not been ratably funded by such Lender and outstanding at such time, plus (iii) except for the purposes of Section 2.05(a), such Lender’s Swingline Exposure such time.

“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 2.15(g)(ii)(B)(iii).

“Voting Stock” means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right to vote has been suspended by the happening of such a contingency.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years (and/or portion thereof) obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“Withholding Agent” means any Loan Party and the Agent.

“Yearly Limit” means the meaning assigned to such term in Section 6.06(e).

“Yield Differential” has the meaning assigned to such term in Section 2.24(b).

Section 1.02 Computation of Time Periods. In this Agreement 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”.

Section 1.03 Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles as in effect in the United States from time to time (“GAAP”); provided, that (a) if there is any change in GAAP from such principles applied in the preparation of the audited financial statements of the Company referred to in Section 4.06 (“Initial GAAP”) that is material in respect of the calculation of compliance with any Financial Covenant and/or any other financial ratio or financial test used herein, the Company shall give prompt notice of such change to the Agent and the Lenders, (b) if the Company notifies the Agent that the Company requests an amendment of any provision hereof to eliminate the effect of any change in GAAP (or the application thereof) from Initial GAAP (or if the Agent or the Required Lenders request an amendment of any provision hereof for such purpose), regardless of whether such notice is given before or after such change in GAAP (or the application thereof), then the Agent and the Company shall negotiate in good faith to amend such ratio, basket, requirement or other provision to preserve the original intent thereof in light of such change in GAAP or the application thereof (subject to the approval of the Required Lenders not to be unreasonably withheld, conditioned or delayed); provided, however, that such provision shall be applied on the basis of generally accepted accounting principles as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision is amended in accordance herewith. Notwithstanding any changes in GAAP, any lease of the Company or any Subsidiary that would be characterized as an operating lease under GAAP in effect on the Closing Date, whether such lease is entered into before or after the Closing Date, shall not constitute Indebtedness or a Capital Lease under this Agreement or any other Loan Document as a result of such changes in GAAP. Notwithstanding any other provision contained herein, 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, without giving effect to any election under Statement of Financial Accounting Standards 133 and 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein.

Section 1.04 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. It is understood and agreed that any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or Affiliate transaction need not be permitted solely by reference to one category of permitted Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or Affiliate transaction under Sections 6.01, 6.06, 6.08, 6.09, 6.10(b), 6.12 and 6.14 or the definition of Permitted Lien (including, for the avoidance of doubt, with respect to the components of the Incremental Facility Amount), respectively, but may instead be permitted in part under any combination of categories available under the applicable covenant (or definition) (it being understood that compliance with each such section is separately required). For purposes of determining compliance at any time with Sections 6.01, 6.08, 6.09, 6.10(b), 6.12 and 6.14, in the event that any Indebtedness, Lien, Restricted Debt Payment,

Investment, Disposition or Affiliate transaction, as applicable, meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause (including any subclause) of such Sections 6.01, 6.08, 6.09, 6.10(b), 6.12 and 6.14 or the definition of Permitted Lien (including, for the avoidance of doubt, with respect to the components of the Incremental Facility Amount), the Company, in its sole discretion, may, from time to time, reclassify such transaction or item (or portion thereof) and will only be required to include the amount and type of such transaction (or portion thereof) in any one category, in each case to the extent compliant therewith at the time of such reclassification.

Section 1.05 Additional Agreed Currencies.

(a) The Company may from time to time request that Revolving Credit Loans be made and/or Letters of Credit be issued in a currency other than Dollars, Euros and Pounds Sterling; provided, that such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollars and available in the London interbank deposit market. In the case of any such request with respect to the making of Revolving Credit Loans, such request shall be subject to the approval of the Administrative Agent and the Revolving Credit Lenders; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the applicable Issuing Bank.

(b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., twenty Business Days prior to the date of the desired Revolving Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the Issuing Bank, in its or their sole discretion). In the case of any such request pertaining to Revolving Credit Loans, the Administrative Agent shall promptly notify each Revolving Credit Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the Issuing Banks thereof. Each Revolving Credit Lender (in the case of any such request pertaining to Revolving Credit Loans) or Issuing Bank (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., ten Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Revolving Credit Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.

(c) Any failure by a Revolving Credit Lender or Issuing Bank, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Revolving Credit Lender or Issuing Bank, as the case may be, to permit Revolving Credit Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Revolving Credit Lenders consent to making Revolving Credit Loans in such requested currency, the Administrative Agent shall so notify the Company and such currency shall thereupon be deemed for all purposes to be an Agreed Currency hereunder for purposes of any Borrowings of Revolving Credit Loans; and if the Administrative Agent and any Issuing Banks consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Company and such currency shall thereupon be deemed for all purposes to be an Agreed Currency hereunder for purposes of any Letter of Credit issuances by such Issuing Banks. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.05, the Administrative Agent shall promptly so notify the Company. Any specified currency of an Existing Letter of Credit that is neither Dollars nor one of the Agreed Currencies specifically listed in the definition of “Agreed Currency” shall be deemed an Agreed Currency with respect to such Existing Letter of Credit only.

Section 1.06 Cashless Rolls. Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, to the extent that any Lender extends the maturity date of, or replaces, renews or refinances, any of its then-existing Loans with Incremental Loans, Specified Refinancing Term Loans, Specified Refinancing Revolving Loans, Extended Term Loans, advances of

revolving credit under Extended Revolving Credit Commitments or loans incurred under a new credit facility, in each case, to the extent such extension, replacement, renewal or refinancing is effected by means of a “cashless roll” by such Lender, such extension, replacement, renewal or refinancing shall be deemed to comply with any requirement hereunder or any other Loan Document that such payment be made “in immediately available funds”, “in Cash”, “in Dollars” or any other similar requirement.

Section 1.07 Pro forma Calculations, Etc. (a) Notwithstanding anything to the contrary herein, the Consolidated Interest Coverage Ratio and the Total Leverage Ratio shall be calculated in the manner prescribed by this Section 1.07; provided, that when calculating any such ratio for the purpose of (i) the definition of Applicable Margin or Applicable Percentage or (ii) actual compliance with any Financial Covenant, the events set forth in clauses (b), (c) and (d) below that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

(b) For purposes of calculating the Consolidated Interest Coverage Ratio, the Total Leverage Ratio and Total Assets, and for purposes of determining whether any Restricted Subsidiary is an Immaterial Subsidiary, all Specified Transactions (and the incurrence or repayment of any Indebtedness by the Company or any of the Restricted Subsidiaries and the granting or terminating of any Liens in connection therewith) that have been consummated (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or substantially simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period.

(c) If pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith based upon reasonable assumptions by a Financial Officer of the Company and include only those adjustments that are (A) directly attributable to the Specified Transactions with respect to which such adjustments are to be made, (B) factually supportable and reasonably identifiable (in the good faith determination of a Financial Officer of the Company) (and, for the avoidance of doubt, the adjustments referred to above (and subject to the requirements specified therein) may include adjustments that reflect cost savings, operating expense reductions, and synergies as described in clause (l) of the definition of “EBITDA”). For the avoidance of doubt, all pro forma adjustments shall be consistent with, and subject to, the caps and limits set forth in the applicable definitions herein. To the extent compliance with any Financial Covenant is being tested prior to the first test date under such Financial Covenant, in order to determine permissibility of any action by the Company or the Restricted Subsidiaries, such compliance shall be tested against the applicable ratio for such first test date.

(d) In the event that the Company or any of the Restricted Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included directly or indirectly in the calculation of the Consolidated Interest Coverage Ratio or the Total Leverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility (including the Revolving Credit Facility) in the Ordinary Course of Business for working capital purposes) subsequent to the end of the applicable Test Period and prior to or substantially simultaneously with the event for which the calculation of any such ratio is made, then the Consolidated Interest Coverage Ratio and/or the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the first day of the applicable Test Period (in the case of the Consolidated Interest Coverage Ratio) or on the last day of the applicable Test Period (in all other cases), but without netting the proceeds of such Indebtedness in any calculation of Total Leverage Ratio for the purposes of determining whether such Indebtedness may be incurred.

(e) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including any Consolidated Interest Coverage Ratio test, Total Leverage Ratio test, the amount of Total Assets or the amount of EBITDA) or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the making of any Limited Condition Acquisition or incurrence of Indebtedness in connection therewith, the determination of whether the relevant condition is satisfied may be made, at the election of the Company, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such Limited Condition Acquisition or (y) the consummation of the Limited Condition Acquisition and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness, on a pro forma basis. If the Company has made such an election to test at the time of the execution of the definitive agreement with respect to such Limited Condition Acquisition, then, in connection with any subsequent calculation of any ratio or test on or following the relevant determination date, and prior to the earlier of (x) the date on which such Limited Condition Acquisition is consummated or (y) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or test shall be calculated on (A) a pro forma basis assuming such Limited Condition Acquisition or any transactions in connection therewith (including any incurrence of Indebtedness, Liens and the use of proceeds thereof) has been consummated, and also on (B) a standalone basis without giving effect to such Limited Condition Acquisition and any such transactions in connection therewith. In addition, if the proceeds of an Incremental Commitment are to be used to finance a Limited Condition Acquisition, then at the option of the Company and subject to the agreement of the lenders providing such financing, the commitments in respect thereof may be subject to customary “SunGard” conditionality.

(f) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision (or a component of a provision, including a component of the definition of “Incremental Facility Amount”) of this Agreement that does not require compliance with a financial ratio (any such amounts, the “Fixed Amounts”) substantially concurrently with any such amounts incurred or transactions entered into (or consummated) in reliance on a provision (or a component of a provision, including a component of the definition of “Incremental Facility Amount”) of this Agreement that requires compliance with a financial ratio (including Section 6.15 hereof, any Consolidated Interest Coverage Ratio or any Total Leverage Ratio test) (any such amounts, the “Ratio-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to any substantially concurrent utilization of the Ratio-Based Amounts within the same covenant or Section; provided, that the foregoing shall not apply to Restricted Payments.

Section 1.08 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Credit Loan”) or by Type (e.g., a “Eurocurrency Rate Loan” or an “RFR Loan”) or by Class and Type (e.g., a “Eurocurrency Rate Revolving Credit Loan” or an “RFR Revolving Credit Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Credit Borrowing”) or by Type (e.g., a “Eurocurrency Rate Borrowing” or an “RFR Borrowing”) or by Class and Type (e.g., a “Eurocurrency Rate Revolving Credit Borrowing” or an “RFR Revolving Credit Borrowing”).

Section 1.09 Determination of Dollar Amounts. The Administrative Agent will determine the Dollar Amount of:

(a) each Eurocurrency Borrowing or RFR Borrowing , as applicable, as of the date two (2) Business Days prior to the date of such Borrowing or, if applicable, the date of conversion or continuation of any Borrowing as a Eurocurrency Borrowing or RFR Borrowing;

(b) the Stated Amount and L/C Exposure as of the date of each request for the issuance, amendment, renewal or extension of any Letter of Credit; and

(c) all outstanding Revolving Credit Loans and the L/C Exposure on and as of the last Business Day of each calendar quarter and, during the continuation of an Event of Default, on any other Business Day elected by the Administrative Agent in its discretion or upon instruction by the Required Lenders.

Each day upon or as of which the Administrative Agent determines Dollar Amounts as described in the preceding clauses (a), (b) and (c) is herein described as a “Computation Date” with respect to each Borrowing, Letter of Credit or L/C Exposure for which a Dollar Amount is determined on or as of such day.

Section 1.10 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 AND LETTERS OF CREDIT

Section 2.01 The Loans and Letters of Credit.

(a) The Term Loans. Subject to the terms and conditions set forth herein, each Term Lender severally (and not jointly) agrees to make a single loan to the Company on the Closing Date in Dollars in an amount not to exceed such Lender’s Term Commitment. Amounts borrowed in respect of the Term Loans and repaid or prepaid may not be reborrowed. The initial Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective initial Term Commitments.

(b) The Revolving Credit Loans. Each Revolving Credit Lender severally (and not jointly) agrees, on the terms and conditions set forth herein, to make Revolving Credit Loans in Agreed Currencies to the Borrowers from time to time on any Business Day during the Availability Period in a Dollar Amount not to exceed such Revolving Credit Lender’s Unused Revolving Credit Commitment; provided, that in no event shall the aggregate principal Dollar Amount of Revolving Credit Loans made on the Closing Date exceed the amount permitted by Section 2.18; provided, further, that in no event shall the aggregate Dollar Amount of the total Revolving Credit Exposures denominated in Foreign Currencies exceed the Multicurrency Sublimit. Each Revolving Credit Borrowing shall be in an amount not less than the Borrowing Minimum or the Borrowing Multiple in excess thereof and shall consist of Revolving Credit Loans of the same Type made on the same day by the Revolving Credit Lenders ratably according to their respective Revolving Credit Commitments. Within the limits of each Lender’s Revolving Credit Commitment, the Borrowers may borrow under this Section 2.01(b), prepay pursuant to Section 2.11 and reborrow under this Section 2.01(b). Any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.04.

(c) Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue Letters of Credit (which shall not, unless otherwise agreed by the applicable Issuing

Bank, be trade or commercial letters of credit) (each, together with the Existing Letters of Credit, a “Letter of Credit”) denominated in Agreed Currencies for the account of the Borrowers and the other Restricted Subsidiaries from time to time on any Business Day during the period from the Closing Date until 5 Business Days before the Revolving Credit Facility Maturity Date in an aggregate Stated Amount (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time, (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time and (iii) for all Letters of Credit issued by all Issuing Banks not to exceed at any time the Letter of Credit Facility; provided, that in no event shall the aggregate Dollar Amount of the total Revolving Credit Exposures denominated in Foreign Currencies exceed the Multicurrency Sublimit; provided, further, that no Revolving Credit Lender’s Revolving Credit Exposure shall exceed its Revolving Credit Commitment. Within the limits referred to above, the Borrowers may from time to time request the issuance of Letters of Credit under this Section 2.01(c).

(ii) No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of (x) 5 Business Days before the Revolving Credit Facility Maturity Date and (y) one year after the date of Issuance thereof (or such longer period agreed to by the applicable Issuing Bank in its sole discretion which in no event shall extend beyond the date referred to in clause (x) above), but may by its terms be renewable annually automatically or upon written notice (a “Notice of Renewal”) given to the applicable Issuing Bank and the Agent on or prior to any date for Notice of Renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the expiration of such Letter of Credit (or such shorter period as the Issuing Bank shall agree); provided, that the terms of each Letter of Credit that is automatically renewable annually (“Auto-Extension Letter of Credit”) shall permit the applicable Issuing Bank to prevent any such extension at least once in each 12-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, no Borrower shall be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than five Business Days before the Revolving Credit Facility Maturity Date; provided,however, that such Issuing Bank shall not permit any such extension if (A) such Issuing Bank has reasonably determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date from the Agent, any Lender or the applicable Borrower that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension.

(d) Each Lender having an Incremental Term Commitment, severally and not jointly, hereby agrees, subject to the terms and conditions set forth herein and in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Company, in an aggregate principal amount not to exceed its Incremental Term Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Section 2.02 Making the Loans. Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on notice, given not later than (x) noon (Local Time) on the third Business Day (or, in the case of the proposed Borrowing to be made on the Closing Date (which shall be in Dollars), 9:00 A.M. (Local Time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of

the proposed Borrowing (or, in the case of a proposed Borrowing in a Foreign Currency, the fourth Business Day prior to the date of the Proposed Borrowing) in the case of a Borrowing consisting of Eurocurrency Rate Loans or RFR Loans, as applicable, or (y) noon (Local Time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the applicable Borrower to the Agent, which shall give to each Appropriate Lender prompt notice thereof by fax or e-mail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, e-mail, or fax in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent), specifying therein the Borrower requesting such Borrowing and the requested, (i) date and Facility of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, (iv) in the case of a Borrowing consisting of Eurocurrency Rate Loans, Agreed Currency and initial Interest Period and (v) certifying as to the satisfaction of the conditions set forth in Section 3.02. Each Appropriate Lender shall (1) before noon (Local Time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans or RFR Loans, as applicable, and (2) before 2:00 P.M. (Local Time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the applicable Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, as the case may be.

(b) Anything in subsection (a) above to the contrary notwithstanding, (i) no Borrower may select Eurocurrency Rate Loans or RFR Loans, as applicable, for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans or RFR Loans, as applicable, shall then be suspended pursuant to Section 2.09 or 2.13, and (ii) the Eurocurrency Rate Loans or RFR Loans, as applicable, may not be outstanding as part of more than six separate Term Borrowings and ten separate Revolving Credit Borrowings.

(c) Each Notice of Borrowing shall be irrevocable and binding on the applicable Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Loans or RFR Loans, the Company shall indemnify each Appropriate Lender against any loss, cost or expense incurred by such Lender 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 herein, including any loss (including loss of margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of such Borrowing when such Loan, as a result of such failure, is not made on such date.

(d) Unless the Agent shall have received notice from an Appropriate Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the applicable Borrower 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 Agent, such Lender and the applicable Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the applicable Borrower until the date such amount is repaid to the Agent, at (i) in the case of the applicable Borrower, the higher of (A) the interest rate applicable at the time to the Loans comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (including the Overnight Foreign Currency Rate in the case of Loans denominated in a Foreign Currency). If such Lender

shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.

(e) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.04(c) are several and not joint. The failure of any Appropriate Lender to make any Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender of its corresponding obligation to do so on such date and no Lender shall be responsible for the failure of any other Lender to make its Loan or to make its payment under Section 9.04(c).

Section 2.03 Issuance of and Drawings and Reimbursement Under Letters of Credit.

(a) Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than noon (Local Time) on the third Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the requesting Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by a Borrower of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall, if required by the applicable Issuing Bank, be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of the applicable Borrower and may be sent by fax, by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank, specifying therein the Borrower requesting such Letter of Credit and the requested (A) date of such Issuance (which shall be a Business Day), (B) stated amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit, (E) Agreed Currency with respect to such Letter of Credit and (F) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood and agreed that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, Issue a Letter of Credit for the account of the applicable Borrower or the applicable Restricted Subsidiary, as applicable, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Company or the applicable Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit Issuance as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary of such Letter of Credit via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

(ii) The Company shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of non-compliance with the Company’s instructions or other irregularity, the Company will immediately notify the applicable Issuing Bank. The Company shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

(b) Participations. By the Issuance of a Letter of Credit (including an amendment to a Letter of Credit increasing or decreasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Credit Lenders, such Issuing Bank hereby grants to each Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Ratable Share of the Stated Amount of such Letter of Credit. Each Borrower hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay in Dollars to the Agent, for the account of such Issuing Bank, such Lender’s Ratable Share of each drawing (or the Ratable Share of the Dollar Amount of any such drawing under a Letter of Credit denominated in a currency other than Dollars) made under a Letter of Credit funded by such Issuing Bank and not reimbursed by the applicable Borrower on the date required under Section 2.03(c), or of any reimbursement payment thereafter required to be refunded to the applicable Borrower for any reason, which amount will be advanced, and deemed to be a Revolving Credit Loan to the applicable Borrower hereunder, regardless of the satisfaction of the conditions set forth in Section 3.02. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Credit Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable Share of the Stated Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to an assignment in accordance with Section 9.07 or otherwise pursuant to this Agreement and at each time the Stated Amount of such Letter of Credit is adjusted in accordance with the terms hereof.

(c) Drawing and Reimbursement. (i) The payment by an Issuing Bank of a draft drawn under any Letter of Credit which is not reimbursed by the applicable Borrower by the time set forth below shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Credit Loan in Dollars, which shall be a Base Rate Loan, in the amount of such draft (or the equivalent in Dollars of any such draft for a Letter of Credit denominated in an Agreed Currency based on the Exchange Rate as of such date), without regard to whether the making of such a Loan would exceed such Issuing Bank’s Unused Revolving Credit Commitment. Each Issuing Bank shall give prompt notice of each drawing under any Letter of Credit issued by it to the Company and the Agent. The applicable Borrower shall reimburse such Issuing Bank no later than 12:00 P.M. (Local Time) on the first Business Day following any such drawing, which reimbursement shall be through the Agent and (x) in Dollars (in the case of a drawing under a Letter of Credit denominated in Dollars) or (y) in the applicable Foreign Currency (in the case of a drawing under a Letter of Credit denominated in a Foreign Currency), unless in the case of this clause (y) such Issuing Bank (at its sole option) notifies the Company that it shall require reimbursement in Dollars (and the equivalent Dollar amount of such drawing, determined by reference to the Exchange Rate as of such date), in which case such reimbursement shall be in Dollars. In the event that (A) a drawing denominated in an Foreign Currency is to be reimbursed in Dollars pursuant to the clause (y) of the immediately preceding sentence and (B) the Dollar amount paid by the Company shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Foreign Currency equal to the drawing, the Company agrees, as a separate and independent obligation, to indemnify the Issuing Bank for the loss resulting from its inability on that date to purchase the Foreign Currency in the full amount of the drawing. If the applicable Borrower fails to so reimburse the applicable Issuing Bank by such time, the Agent shall promptly notify each Revolving Credit Lender of the amount of the unreimbursed drawing, and the amount of such Lender’s Ratable Share in Dollars thereof (in the case of any such drawing under a Letter of Credit denominated in a Foreign Currency, based on the Exchange Rate on the date of such drawing). Each Revolving Credit Lender acknowledges and agrees that its obligation to make Revolving Credit Loans pursuant to this paragraph in respect of Letters of Credit is

absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Agent shall transfer such funds to the applicable Issuing Bank. Each Revolving Credit Lender agrees to fund its Ratable Share in Dollars of an outstanding Revolving Credit Loan made by an Issuing Bank as aforesaid on (i) the Business Day on which demand therefor is made by such Issuing Bank; provided, that notice of such demand is given not later than 1:00 P.M. (Local Time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Loan available to the applicable Issuing Bank, such Lender agrees to pay to the Agent forthwith on demand such amount (together with interest thereon for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Agent, at the higher of the Federal Funds Effective Rate and a rate determined by such Issuing Bank in accordance with banking industry rules on interbank compensation). A certificate of an Issuing Bank submitted to any Revolving Credit Lender (through the Agent) with respect to any amounts owing under this Section 2.03(c) shall be conclusive absent manifest error. If such Lender shall pay to the Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Credit Loan made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Credit Loan made by such Issuing Bank shall be reduced by such amount on such Business Day.

(ii) If any payment received by the Agent for the account of an Issuing Bank pursuant to Section 2.03(c)(i) is required to be returned because it is invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Issuing Bank in its discretion) to be repaid to a trustee, receiver or any other party in connection with any proceeding under any Debtor Relief Law or otherwise, each Revolving Credit Lender shall pay to the Agent for the account of such Issuing Bank its Ratable Share in Dollars thereof on demand of the Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the greater of (1) the Federal Funds Effective Rate and (2) an overnight rate determined by the Agent or such Issuing Bank, as the case may be, in accordance with banking industry rules on interbank compensation. The obligations of the Revolving Credit Lenders under this clause shall survive the payment in full of the obligations and the termination of this Agreement.

(d) Letter of Credit Reports. Each Issuing Bank shall furnish (i) to the Agent (with a copy to the Company), on the first Business Day of each week a written report summarizing Issuance and expiration dates of trade Letters of Credit issued by such Issuing Bank during the preceding week and drawings during such week under all trade Letters of Credit issued by such Issuing Bank, (ii) to the Agent (with a copy to the Company), on the first Business Day of each month a written report summarizing Issuance and expiration dates of Letters of Credit Issued by such Issuing Bank during the preceding month and drawings during such month under all Letters of Credit Issued by such Issuing Bank and (iii) to the Agent (with a copy to the Company), on the first Business Day of each calendar quarter a written report setting forth (A) the average daily aggregate Stated Amount and (B) the amount available to be drawn, in each case, during the preceding calendar quarter of all Letters of Credit Issued by such Issuing Bank. The Agent shall give to each Revolving Credit Lender prompt notice of each report delivered to it pursuant to this Section 2.03(d).

(e) Failure to Make Loans. The failure of any Revolving Credit Lender to make the Revolving Credit Loan to be made by it on the date specified in Section 2.03(c) shall not relieve any other Revolving Credit Lender of its obligation hereunder to make its Revolving Credit Loan on such date, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Credit Loan to be made by such other Lender on such date.

(f) Applicability of ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the Issuing Banks and the applicable Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each trade Letter of Credit. Notwithstanding the foregoing, no Issuing Bank shall be responsible to the Company for, and no Issuing Bank’s rights and remedies against the Company shall be impaired by, any action or inaction of such Issuing Bank required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including any order of a jurisdiction where such Issuing Bank or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

(g) Letters of Credit Issued for Others. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Restricted Subsidiary, or states that a Restricted Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any rights of the applicable Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such Restricted Subsidiary in respect of such Letter of Credit, the Company (i) shall be obligated to reimburse, indemnify and compensate the applicable Issuing Bank hereunder for such Letter of Credit (including for any and all drawings under such Letter of Credit) as if such Letter of Credit had been issued solely for the account of the Company (it being understood that each Designated Borrower shall be obligated to reimburse the applicable Issuing Bank hereunder for any and all drawings under any Letter of Credit issued for the account of such Designated Borrower) and (ii) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Restricted Subsidiary in respect of such Letter of Credit. The Company hereby acknowledges that the issuance of Letters of Credit for the account of the Restricted Subsidiaries inures to the benefit of the Company, and that the Company’s business derives substantial benefits from the businesses of the Restricted Subsidiaries.

(h) Existing Letters of Credit. On the Closing Date, the Existing Letters of Credit shall automatically, and without any action on the part of any Person, be deemed to be Letters of Credit issued hereunder, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. In connection therewith, each Revolving Credit Lender shall automatically, and without any action on the part of any Person, be deemed to have acquired from the Issuing Bank a participation in each such Existing Letter of Credit in accordance with Section 2.03(c).

Section 2.04 Swingline Loans.

(a) Subject to the terms and conditions set forth herein, the Swingline Lender may, in its sole discretion, make Swingline Loans in Dollars to the Domestic Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $25,000,000, (ii) the Swingline Lender’s Revolving Credit Exposure exceeding its Revolving Credit Commitment or (iii) the Dollar Amount of the total Revolving Credit Exposures of all Revolving Credit Lenders exceeding the Aggregate Revolving Commitment; provided, that the Domestic Borrowers will not request a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. Each Swingline Loan shall be a Base Rate Loan.

(b) To request a Swingline Loan, the Company shall notify the Administrative Agent of such request by telephone (confirmed by fax), e-mail, or by electronic transmission if arrangements for

doing so have been approved by the Administrative Agent and the Swingline Lender, not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Company. The Swingline Lender shall make each Swingline Loan available to the applicable Borrower by means of a credit to the general deposit account of such Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an L/C Disbursement, by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

(c) The Swingline Lender may by written notice given to the Administrative Agent require the Revolving Credit Lenders to acquire participations in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Credit Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Credit Lender, specifying in such notice such Revolving Credit Lender’s Ratable Share of such Swingline Loan or Loans. Each Revolving Credit Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day no later than 5:00 p.m. New York City time on such Business Day and if received after 12:00 noon, New York City time, on a Business Day shall mean no later than 10:00 a.m. New York City time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Credit Lender’s Ratable Share of such Swingline Loans. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02 with respect to Loans made by such Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Credit Lenders. The Administrative Agent shall notify the Company of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrowers (or other party on behalf of the Borrowers) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided, that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrowers for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrowers of any default in the payment thereof.

Section 2.05 Fees. Commitment Fee. The Company agrees to pay to the Agent for the account of each Revolving Credit Lender a commitment fee for the period from and including the Closing Date and until the Revolving Credit Facility Maturity Date, at a rate per annum equal to the Applicable Percentage (as in effect from time to time) of the aggregate daily amount of the Unused Revolving Credit Commitment of such Lender (for the avoidance of doubt, for the purposes of calculating such fee Swingline Exposure shall be deemed not to utilize Revolving Credit Commitments) payable in arrears quarterly on the last day of each March, June, September and December, commencing December 31, 2021, and on the Revolving Credit Facility Maturity Date (in respect of the quarterly period (or portion thereof) then ending); provided,

that, if such Revolving Credit Lender continues to have any Swingline Exposure after its Revolving Credit Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender’s Swingline Exposure from and including the date on which its Revolving Credit Commitment terminates to but excluding the date on which such Revolving Credit Lender ceases to have any Swingline Exposure.

(b) Letter of Credit Fees. The Company shall pay to the Agent for the account of each Revolving Credit Lender a letter of credit fee on such Lender’s Ratable Share of the average daily aggregate Stated Amount of all Letters of Credit at a rate per annum equal to the Applicable Margin for Eurocurrency Rate Loans under the Revolving Credit Facility (as in effect from time to time), payable in arrears quarterly on the last day of each March, June, September and December, commencing with the quarter ending December 31, 2021, and on the Revolving Credit Facility Maturity Date (in respect of the quarterly period (or portion thereof) then ending); provided, that for purposes of the foregoing the Applicable Margin shall be 2% above the Applicable Margin otherwise applicable if the Company is required to pay Default Interest pursuant to Section 2.08(b).

(ii) The Company shall pay directly to each Issuing Bank for its own account a fronting fee at a rate to be separately agreed upon by the Company and such Issuing Bank, payable in arrears quarterly on the last day of each of March, June, September and December, commencing with the quarter ending December 31, 2021, and on the Revolving Credit Facility Maturity Date (in respect of the quarterly period (or portion thereof) then ending). In addition, the Company shall pay directly to each Issuing Bank, for its own account, such other commissions, issuance fees, transfer fees and other fees and charges in connection with the Issuance or administration of each Letter of Credit as the Company and such Issuing Bank shall agree.

(c) Agent’s Fees. The Company shall pay to the Agent for its own account such fees as may from time to time be separately agreed between the Company and the Agent.

Section 2.06 Optional Termination or Reduction of the Commitments. The Company shall have the right, upon at least five Business Days’ notice to the Agent, to terminate in whole or permanently reduce ratably in part the unused Term Commitments (if any), Unused Revolving Credit Commitments or the Unissued Letter of Credit Commitments of the Lenders; provided, that each partial reduction shall be in the aggregate amount of $5,000,000 or an integral multiple of $5,000,000 in excess thereof. Once terminated, a commitment may not be reinstated.

Section 2.07 Repayment of Loans and Letter of Credit Drawings. Revolving Credit Loans. The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Credit Lender the then unpaid principal amount of each Revolving Credit Loan of such Lender on the Revolving Credit Facility Maturity Date in the currency of such Revolving Credit Loan and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Credit Facility Maturity Date and the first date after such Swingline Loan is made that is the fifteenth (15th) or last day of a calendar month and is at least two (2) Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Credit Borrowing is made, the Borrowers shall repay all Swingline Loans then outstanding and the proceeds of any such Revolving Credit Borrowing shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.

(b) Letter of Credit Drawings. The obligations of any Borrower under any Letter of Credit Agreement and any other agreement or instrument relating to any Letter of Credit issued for the account of such Borrower (or relating to any Letter of Credit issued at the request of such Borrower and for the account of any other Restricted Subsidiary), shall be unconditional and irrevocable, and shall be paid

strictly in accordance with the terms of this Agreement, such Letter of Credit Agreement and such other agreement or instrument under all circumstances, including the following circumstances (it being understood and agreed that any such payment by any Borrower is without prejudice to, and does not constitute a waiver of, any rights such Borrower might have or might acquire as a result of the payment by the applicable Issuing Bank or any Revolving Credit Lender of any draft or the reimbursement by such Borrower thereof):

(i) any lack of validity or enforceability of this Agreement, any Note, any Letter of Credit Agreement, any Letter of Credit or any other agreement or instrument relating thereto (all of the foregoing being, collectively, the “L/C Related Documents”);

(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers or any other Restricted Subsidiary in respect of any L/C Related Document or any other amendment or waiver of or any consent to departure from all or any of the L/C Related Documents;

(iii) the existence of any claim, set-off, defense or other right that the Borrowers or any other Restricted Subsidiary may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for which any such beneficiary or any such transferee may be acting), any Issuing Bank, the Agent, any Lender or any other Person, whether in connection with the transactions contemplated by the L/C Related Documents or any unrelated transaction;

(iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(v) payment by any Issuing Bank under a Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit;

(vi) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the obligations of the Borrowers or any other Restricted Subsidiary in respect of the L/C Related Documents;

(vii) waiver by any Issuing Bank of any requirement that exists for such Issuing Bank’s protection and not the protection of the Borrowers or any other Restricted Subsidiary or any waiver by such Issuing Bank which does not in fact materially prejudice the Borrowers or any other Restricted Subsidiary;

(viii) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;

(ix) any payment made by any Issuing Bank in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable; or

(x) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrowers or any other Restricted Subsidiary.

(c) Term Loans. The Company shall repay to the Agent for the ratable benefit of the Term Lenders on the last day of each March, June, September and December of each year (commencing on the last day of the first full fiscal quarter of the Borrower commencing and ending after the Closing Date) an aggregate principal amount of the Term Loans outstanding on such dates in an amount (subject to (i) reduction, if applicable, as a result of the application of prepayments in the manner required by Section 2.11(b)(vi) and (ii) increase, if applicable, as a result of any increase in the amount of Term Loans pursuant to Section 2.23) (i) for the first year following the Closing Date, equal to 0.625% and (ii) thereafter, equal to 1.25%, of the aggregate principal amount of the Term Loans made on the Closing Date; provided, that all Term Loans outstanding on the Term Loan Maturity Date shall be payable in full on the Term Loan Maturity Date.

Section 2.08 Interest on Loans. (a) Scheduled Interest. Subject to Section 2.08(b), each Borrower shall pay interest on the unpaid principal amount of each Loan made to it and owing to each applicable Lender from the date of such Loan until such principal amount shall be paid in full, at the following rates per annum:

(i) Base Rate Loans. During such periods as such Loan (including each Swingline Loan) is a Base Rate Loan, a rate per annum equal to the sum of (x) the Base Rate in effect from time to time for such Loan plus (y) the Applicable Margin in effect from time to time for such Loan, payable (A) in the case of any Base Rate Loan other than a Swingline Loan, in arrears quarterly on the last day of each March, June, September and December during such periods and on the date such Base Rate Loan shall be Converted or paid in full and (B) in the case of any Swingline Loan, on the day that such Loan is required to be repaid.

(ii) Eurocurrency Rate Loans. During such periods as such Loan is a Eurocurrency Rate Loan, a rate per annum equal at all times during each Interest Period for such Loan to the sum of (x) the Eurocurrency Rate for such Interest Period for such Loan plus (y) the Applicable Margin in effect from time to time for such Loan, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such Eurocurrency Rate Loan shall be Converted or paid in full.

(iii) RFR Loans. During such periods as such Loan is an RFR Loan, a rate per annum equal to the sum of (x) the applicable Daily Simple RFR plus (y) the Applicable Margin in effect from time to time for such Loan, payable in arrears each date that is on the numerically corresponding day in each calendar month that is three months after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such month, then the last day of such month) and on the date such RFR Loan shall be paid in full.

(b) Default Interest. Upon the occurrence and during the continuance of an Event of Default under Section 7.01(a), including as a result of the acceleration of the Loans pursuant to Section 7.01, each Borrower shall be required to pay interest (“Default Interest”) on (i) the overdue and unpaid principal amount of each Loan made to it, payable in arrears on the dates referred to in clause (A)(i) or (a)(ii) of this Section 2.08 and on the demand of the Agent, at a rate per annum equal to 2% per annum above the rate per annum required to be paid on such Loan pursuant to clause (A)(i) or (a)(ii) of this Section 2.08, and (ii) to the fullest extent permitted by law, the amount of any interest, fee or any other amount payable hereunder that is not paid when due, from the date such amount was due until such amount shall be paid in full, payable in arrears on demand of the Agent, at a rate per annum equal to 2% per annum

above the rate per annum required to be paid on Base Rate Loans under the Term Facility pursuant to clause (A)(i) of this Section 2.08.

Section 2.09 Interest Rate Determination. The Agent shall give prompt notice to the Company and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.08(a)(i) or (ii):

(a) (i) If the Agent determines (A) prior to the commencement of any Interest Period for a Eurocurrency Borrowing of any Class and Agreed Currency, that adequate and reasonable means do not exist for ascertaining the LIBO Rate or the Eurocurrency Rate, as the case may be (including because the applicable Screen Rate is not available or published on a current basis) for the applicable Agreed Currency and such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Daily Simple RFR or RFR for the applicable Agreed Currency; or

(ii) If the Agent is notified by the Required Revolving Credit Lenders or the Required Term Lenders, as applicable, that (A) the Eurocurrency Rate for the applicable Agreed Currency and such Interest Period for such Borrowing will not adequately reflect the cost to such Lenders of making, funding or maintaining their respective Eurocurrency Rate Loans for the applicable Agreed Currency and such Interest Period; then the Agent shall forthwith so notify the Company and the Lenders of such Class by telephone, fax or electronic mail as promptly as practicable thereafter, whereupon, until the Agent notifies the Company and the Lenders of such Class that the circumstances giving rise to such notice no longer exist, (A) any Interest Election Request that requests the Conversion of any Borrowing of such Class and Agreed Currency to, or continuation of any Borrowing of such Class as, a Eurocurrency Borrowing shall be ineffective, (B) any affected Eurocurrency Borrowing that is requested to be continued shall (1) if denominated in Dollars, be continued as a Base Rate Borrowing or (2) otherwise, be repaid on the last day of the then-current Interest Period applicable thereto and (C) any Notice of Borrowing for an affected Eurocurrency Borrowing shall (1) in the case of a Borrowing denominated in Dollars, be deemed a request for a Base Rate Borrowing or (2) in all other cases, be ineffective (and the obligation of the Appropriate Lenders to make such a Loan shall be suspended) or (B) at any time, the applicable Daily Simple RFR or RFR for the applicable Agreed Currency will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for the applicable Agreed Currency.

(b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (B)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (B)(i) have not arisen but either (w) the supervisor for the administrator of the applicable Screen Rate has made a public statement that the administrator of the applicable Screen Rate is insolvent (and there is no successor administrator that will continue publication of the applicable Screen Rate), (x) the administrator of the applicable Screen Rate has made a public statement identifying a specific date after which the applicable Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBOR Screen Rate), (y) the supervisor for the administrator of the applicable Screen Rate has made a public statement identifying a specific date after which the applicable Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the applicable Screen Rate or a Governmental Authority having jurisdiction over such administrator or the Administrative Agent has made a public statement identifying a specific date after which the applicable Screen Rate 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 applicable LIBO 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 Percentage); provided, that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. 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 (I) if such amendment is with respect to the LIBO Rate for Dollars, the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders of each Class stating that such Required Lenders object to such amendment and (II) if such amendment is with respect to the LIBO Rate for a Foreign Currency, the Administrative Agent shall have received the written consent of the Required Revolving Credit Lenders. Until an alternate rate of interest shall be determined in accordance with this Section 2.09(c) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.09(c), only to the extent the applicable Screen Rate for the applicable Agreed Currency and such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing or RFR Borrowing, as applicable, shall be ineffective and (y) if any Notice of Borrowing requests a Eurocurrency Rate Borrowing or an RFR Borrowing, as applicable, such Borrowing shall be made as (1) in the case of a Eurocurrency Rate Borrowing denominated in Dollars, a Base Rate Borrowing and (2) in the case of a Eurocurrency Rate Borrowing or an RFR Borrowing, as applicable, denominated in a Foreign Currency, a Borrowing of Loans bearing interest at the Central Bank Rate for the applicable Agreed Currency plus the Applicable Margin, in each case in the amount specified therein; provided that, if any Eurocurrency Rate Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Agent’s determination or receipt of the notice from the Required Lenders referred to in Section 2.09(a) with respect to a Relevant Rate applicable to such Eurocurrency Loan or RFR Loan, then until the Administrative Agent determines or is notified by the Required Lenders that the circumstances giving rise to such notice no longer exist, (i) if such Eurocurrency Loan is denominated in Dollars, then on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in Dollars on such day, (ii) if such Eurocurrency Loan is denominated in any Agreed Currency other than Dollars, then such Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day) bear interest at the Central Bank Rate for the applicable Agreed Currency plus the Applicable Margin; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Currency cannot be determined, any outstanding affected Eurocurrency Loans denominated in any Agreed Currency other than Dollars shall, at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) solely for the purpose of calculating the interest rate applicable to such Eurocurrency Loan, such Eurocurrency Loan denominated in any Agreed Currency other than Dollars shall be deemed to be a Eurocurrency Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time or (iii) if such RFR Loan is denominated in any Agreed Currency other than Dollars, then such Loan shall bear interest at the Central Bank Rate for the applicable Agreed Currency plus the Applicable Margin; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Currency cannot be determined, any outstanding affected RFR Loans denominated in any Agreed Currency other than Dollars, at the Borrower’s election, shall either (A) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Amount of such Agreed Currency) immediately or (B) be prepaid in full immediately.

(c) Upon the occurrence and during the continuance of any Event of Default under Section 7.01, (i) each Eurocurrency Rate Loan denominated in Dollars will, upon request of the Required Lenders to the Agent, on the last day of the then existing Interest Period therefor, be Converted into Base

Rate Loans and (ii) the obligation of the Lenders to make, or to Convert Loans into, Eurocurrency Rate Loans and/ or RFR Loans shall, if so requested by the Required Lenders, be suspended.

Section 2.10 Optional Conversion of Loans. Each Borrowing initially shall be of the Type specified in the applicable Notice of Borrowing and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Notice of Borrowing. Thereafter, the applicable Borrower may, subject to Section 2.10(b), elect to Convert any such Borrowing to a different Type or continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Company may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be Converted or continued. No Loan may be Converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in such other currency.

(b) To make an election pursuant to this Section, the Company shall notify the Administrative Agent of such election by fax or e-mail (or electronic transmission, if arrangements for doing so have been approved by the Administrative Agent) in a form approved by the Administrative Agent (an “Interest Election Request”) and signed by the Company (or, in the case of a Borrowing denominated in Dollars, by telephone confirmed promptly by hand delivery or fax to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Company) by the time that a Notice of Borrowing would be required under Section 2.02 if the Company were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Notwithstanding any other provision of this Section, the Company shall not be permitted to (i) change the currency of any Borrowing, (ii) elect an Interest Period for Eurocurrency Loans that does not comply with definition thereof or (iii) Convert any Eurocurrency Borrowing or RFR Borrowings, as applicable, denominated in a Foreign Currency to a Base Rate Borrowing.

(c) Each telephonic and written Interest Election Request shall be irrevocable and shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be Base Rate Borrowing, a Eurocurrency Borrowing or an RFR Borrowing; and

(iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which Interest Period shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the applicable Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Company fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period, such Borrowing shall automatically continue as a Eurocurrency Borrowing in the same Agreed Currency with an Interest Period of one (1) month.

Section 2.11 Prepayments of Loans. Optional. Each Borrower may, upon notice not later than 11:00 a.m., New York City time, three Business Days prior to the date of such prepayment, in the case of Eurocurrency Rate Loans denominated in Dollars or RFR Loans, not later than 11:00 a.m., Local Time, four Business Days prior to the date of such prepayment, in the case of Eurocurrency Rate Loans denominated in a Foreign Currency, not later than 11:00 a.m., New York City time, on the date of such prepayment, in the case of Base Rate Loans (other than a Swingline Borrowing) and not later than 12:00 p.m. (noon), New York City time, on the date of such prepayment, in the case of a Swingline Loan, to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given such Borrower shall (subject to the last sentence of this Section 2.11(a)), prepay the outstanding principal amount of the Loans made to it comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment of Loans shall be in an aggregate principal amount of not less than the Borrowing Minimum or a Borrowing Multiple in excess thereof and (y) in the event of any such prepayment of a Eurocurrency Rate Loan, such Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04(f) (if applicable). Any prepayments pursuant to this Section 2.11(a) may be made with respect to one or more Facilities as may be determined by the applicable Borrower and shall not be required to be made ratably across the Facilities. Any prepayment with respect to the Term Facility shall be applied to the remaining amortization payments thereunder as directed by the applicable Borrower. Notwithstanding anything to the contrary contained in this Agreement, the applicable Borrower may state that any notice of prepayment under this Section 2.11(a) is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by such Borrower (by written notice to the Agent (and, in the case of prepayment of a Swingline Loan, the Company shall notify the Swingline Lender) on or prior to the specified effective date) if such condition is not satisfied.

(b) Mandatory. If at any time, (x) other than as a result of fluctuations in currency exchange rates, the Dollar Amount of the aggregate Revolving Credit Exposures of all Revolving Credit Lenders (calculated, with respect to Revolving Credit Loans and L/C Exposure denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Revolving Credit Loans and L/C Exposure) exceeds (A) the aggregate Revolving Credit Commitments of the Revolving Credit Lenders or (B) with respect to the portion of the aggregate Revolving Credit Exposures of all Revolving Credit Lenders (so calculated) denominated in Foreign Currencies, the Multicurrency Sublimit, or (y) solely as a result of fluctuations in currency exchange rates, the Dollar Amount of the aggregate Revolving Credit Exposures of all Revolving Credit Lenders (so calculated), as of the most recent Computation Date, exceeds one hundred and five percent (105%) of (A) the aggregate Revolving Credit Commitments of the Revolving Credit Lenders or (B) with respect to the portion of the aggregate Revolving Credit Exposures of all Revolving Credit Lenders (so calculated) denominated in Foreign Currencies, the Multicurrency Sublimit, then the Borrowers shall, in each case, as soon as practicable and in any event within two Business Days after receipt of notice thereof from the Agent, repay Revolving Credit Borrowings or cash collateralize L/C Exposure in accordance with the procedures set forth in Section 2.20(a), as applicable, in an aggregate principal amount sufficient to cause the Dollar Amount of the aggregate Revolving Credit Exposures of all Revolving Credit Lenders (so calculated) to not be greater than (x) the aggregate Revolving Credit

Commitments of the Revolving Credit Lenders and (y) with respect to the portion of the aggregate Revolving Credit Exposures of all Revolving Credit Lenders (so calculated) denominated in Foreign Currencies, the Multicurrency Sublimit.

(ii) Each prepayment of Loans made pursuant to this Section 2.11(b) shall be made together with any accrued and unpaid interest to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Loan or RFR Loans, as applicable, on a date, with respect to Eurocurrency Rate Loans, other than the last day of an Interest Period or, in either case, at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04.

(iii) [Reserved].

(iv) In the event that the Company or any of the Restricted Subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of (A) any Indebtedness for borrowed money of the Company or any of the Restricted Subsidiaries (other than any cash proceeds from the issuance of Indebtedness for borrowed money permitted under this Agreement), the Company shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by the Company or any such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.11(b)(vi) or (B) any Refinancing Notes, any Specified Refinancing Term Loans, any Specified Refinancing Revolving Loans or any Refinancing Junior Loans, the Company shall prepay an aggregate principal amount of the Class of Term Loans and/or Revolving Credit Loans refinanced in such issuance or incurrence by an amount equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by the Company or such Restricted Subsidiary.

(v) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, which proceeds are in excess of $25,000,000 in a single transaction or series of related transactions, the Company shall (subject to Section 2.11(b)(ix) below) apply 100% of the Net Cash Proceeds received with respect thereto (the “Subject Proceeds”) to prepay outstanding Term Loans in accordance with Section 2.11(b)(vi), and if, at the time that any such prepayment would be required hereunder, the Company or any of the Restricted Subsidiaries is required (pursuant to the terms of the documentation governing such other Indebtedness) to repay or repurchase any other Indebtedness (or offer to repay or repurchase such Indebtedness) that is secured pursuant to an intercreditor agreement on a pari passu basis with the Loan Document Obligations with the Subject Proceeds (such Indebtedness required to be so repaid or repurchased (or offered to be repaid or repurchased), the “Other Applicable Indebtedness”), then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Term Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time; it being understood that (1) subject to the foregoing, the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Term Loans in accordance with the terms hereof), and the amount of the prepayment of the Term Loans

that would have otherwise been required pursuant to this Section 2.11(b)(v) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within three Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. Notwithstanding the foregoing, any prepayments otherwise required to be made pursuant to the above provisions of this clause (v) shall not be required to be made in respect of the first $100,000,000 of Net Cash Proceeds received by the Company in respect of Asset Sales after the Closing Date; provided, that this sentence shall not apply with respect to any Net Cash Proceeds received by the Company in respect an Asset Sale if all or any portion thereof are applied to prepay or repurchase any Other Applicable Indebtedness.

(vi) Mandatory prepayments of outstanding Term Loans under this Section 2.11(b) shall be applied to the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.07(c) in direct order of maturity.

(vii) The Company shall deliver to the Agent, (i) at the time of each prepayment required under Sections 2.11(b)(iv) and (v) above, a certificate signed by a Financial Officer of the Company setting forth in reasonable detail the calculation of the amount of such prepayment (the “Prepayment Amount”) and (ii) at least three Business Days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date (the “Prepayment Date”), the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. The Agent shall promptly advise the Appropriate Lenders of any notice given (and the contents thereof) pursuant to this Section 2.11(b).

(viii) With respect to any prepayment of Term Loans pursuant to Section 2.11(b)(v), any Appropriate Lender may decline to accept all (but not less than all) of its share of any such prepayment (any such Lender, a “Declining Lender”) by providing written notice to the Agent no later than one Business Day after the date of such Appropriate Lender’s receipt of notice from the Agent regarding such prepayment. If any Appropriate Lender does not give a notice to the Agent on or prior to such date informing the Agent that it declines to accept the applicable prepayment, then such Lender will be deemed to have accepted such prepayment. On any Prepayment Date, an amount equal to the Prepayment Amount minus the portion thereof allocable to Declining Lenders, in each case for such Prepayment Date, shall be paid to the Agent by the Company and applied by the Agent in accordance with Section 2.11(b)(vi) (other than Term Loans owing to Declining Lenders). Any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders shall be retained by the Company (such amounts, “Declined Amounts”).

(ix) Notwithstanding any other provisions of this Section 2.11(b), to the extent that any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary (a “Foreign Disposition”) gives rise to a prepayment event pursuant to Section 2.11(b)(v), are or is prohibited, restricted or delayed by applicable local law from being repatriated to the United States, (A) the portion of such Net Cash Proceeds so affected will not be required to be applied to prepay Term Loans at the times provided in this Section 2.11(b) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (and the Company hereby agrees to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such

repatriation for a period of time not to exceed twelve (12) months after receipt of the applicable Net Cash Proceeds), and once such repatriation of any of such affected Net Cash Proceeds is permitted under applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent provided herein and (B) to the extent that the Company has determined in good faith (and after use of commercially reasonable efforts to mitigate any such material adverse tax cost consequences) that repatriation of any or all of the Net Cash Proceeds of any Foreign Disposition would have a material adverse tax cost consequence with respect to such Net Cash Proceeds, the Net Cash Proceeds so affected may be retained by the applicable Foreign Subsidiary; provided, that, in the case of this clause (B), on or before the date on which any Net Cash Proceeds so retained would otherwise have been required to be applied to prepayments pursuant to this Section 2.11(b), (x) the Company shall apply an amount equal to such Net Cash Proceeds to such prepayments as if such Net Cash Proceeds had been received by the Company rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds had been repatriated or (y) such Net Cash Proceeds are applied to the repayment of Indebtedness of a Foreign Subsidiary.

Section 2.12 Increased Costs. (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate);

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, (C) a UK Tax Deduction to which Section 2.15(b)(ii) below applies and (D) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or other Recipient, the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Adequacy. If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s Parent Company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s Parent Company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s Parent Company could have achieved but for such Change in Law (taking into

consideration such Lender’s policies and the policies of such Lender’s Parent Company with respect to capital adequacy or liquidity), then from time to time the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s Parent Company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its Parent Company as specified in paragraph (a) or (b) of this Section 2.12 and delivered to the Company, shall be conclusive absent manifest error. The Company shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that no Borrower shall be required to compensate a Lender pursuant to this Section 2.12 for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender notifies the Company of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e) Additional Reserve Requirements. Without duplication of amounts paid pursuant to the definition of “Eurocurrency Rate Reserve Percentage”, the Company shall pay (or cause the applicable Borrower to pay) to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which in each case shall be due and payable on each date on which interest is payable on such Loan, provided, the Company shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender. If a Lender fails to give notice 10 days prior to the relevant interest payment date, such additional interest or costs shall be due and payable 10 days from receipt of such notice.

Section 2.13 Illegality. If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Applicable Lending Office to perform any of its obligations hereunder or make, maintain or fund or charge interest with respect to any credit extension or Loan or to determine or charge interest rates based upon the Eurocurrency Rate or the Daily Simple RFR, as applicable, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, any Foreign Currency in the applicable interbank market, then, on notice thereof by such Lender to the Company through the Administrative Agent, (i) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such credit extension or Loan or to make or continue Eurocurrency Rate Loans or RFR Loans, as applicable, in the affected currency or currencies or, in the case of Eurocurrency Rate Loans in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans, shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurocurrency Rate component of the Base Rate, the interest rate on which

Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), at the applicable Borrower’s option, prepay or, if such Loans are denominated in Dollars, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurocurrency Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurocurrency Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurocurrency Rate. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted.

Section 2.14 Payments and Computations. The applicable Borrower shall make each payment hereunder, irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. (Local Time) on the day when due in the applicable Agreed Currency (or, in the case of reimbursement of a draft drawn under a Letter of Credit, in accordance with and in the currency required under Section 2.03(c)) to the Agent at the applicable Agent’s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest, fees or commissions ratably (other than amounts payable pursuant to Section 2.05(b)(ii), 2.05(c), 2.12, 2.15 or 9.04) to the applicable Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

(b) [Reserved.]

(c) All computations of interest based on the Prime Rate or the Daily Simple RFR with respect to Sterling shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurocurrency Rate, the Federal Funds Effective Rate or One Month LIBOR and of fees and Letter of Credit fees shall be made by the Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, fees or commissions are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

(d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest, fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans or RFR Loans, as applicable, to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(e) Unless the Agent shall have received notice from the Company or other applicable Borrower prior to the date on which any payment is due to any Lender hereunder that the Company or other applicable Borrower will not make such payment in full, the Agent may assume that the Company or other applicable Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company or other applicable Borrower shall not have so made such payment in full to the Agent, each applicable Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (including the Overnight Foreign Currency Rate in the case of Loans denominated in a Foreign Currency).

Section 2.15 Taxes. Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.15) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Additional United Kingdom Tax Matters.

(i) A Loan Party shall, promptly upon becoming aware that it must make a UK Tax Deduction (or that there is any change in the rate or the basis of a UK Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall promptly notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify any relevant Borrower.

(ii) A payment shall not be increased under Section 2.15(a) above by reason of a UK Tax Deduction on a payment of interest by a UK Borrower if, on the date the payment falls due:

a. the payment could have been made to the relevant Lender without a UK Tax Deduction if the Lender had been a UK Qualifying Lender, but on that date that Lender is not or has ceased to be a UK Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or

b. the relevant Lender is a UK Qualifying Lender solely by virtue of sub-section (a)(ii) of the definition of UK Qualifying Lender, and:

(A) an officer of HM Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Loan Party making the payment a certified copy of that Direction; and

(B) the payment could have been made to the Lender without any UK Tax Deduction if that Direction had not been made; or

c. the relevant Lender is a UK Qualifying Lender solely by virtue of sub-section (a)(ii) of the definition of UK Qualifying Lender and:

(A) the relevant Lender has not given a UK Tax Confirmation to the Loan Party; and

(B) the payment could have been made to the Lender without any UK Tax Deduction if the Lender had given a UK Tax Confirmation to the Loan Party, on the basis that the UK Tax Confirmation would have enabled the Loan Party to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or

d. the relevant Lender is a UK Treaty Lender and the Loan Party making the payment is able to demonstrate that the payment could have been made to the Lender without the UK Tax Deduction had that Lender complied with its obligations under Section 2.15(b)(iii) or Section 2.15(b)(iv) (as applicable) below.

(iii)

a. Subject to Section 2.15(b)(iii)(b) below, a UK Treaty Lender and each Loan Party which makes a payment to which that UK Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Loan Party to obtain authorization to make that payment without a UK Tax Deduction.

(A) A UK Treaty Lender which is a Lender under this Agreement on the date of this Agreement and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in Schedule III to this Agreement; and

(B) a UK Treaty Lender which is not a Lender on the date of this Agreement and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the Assignment and Assumption which it executes on becoming a party as a Lender,

and, having done so, that Lender shall be under no obligation pursuant to Section 2.15(b)(iii)(a) above.

(iv) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with Section 2.15(b)(iii)(b) above and:

a. a UK Borrower making a payment to that Lender has not made a Borrower DTTP Filing in respect of that Lender; or

b. a UK Borrower making a payment to that Lender has made a Borrower DTTP Filing in respect of that Lender but:

(A) that Borrower DTTP Filing has been rejected by HM Revenue & Customs; or

(B) HM Revenue & Customs has not given the UK Borrower authority to make payments to that Lender without a UK Tax Deduction within 60 days of the date of the Borrower DTTP Filing,

and, in each case, that UK Borrower has notified that Lender in writing, that Lender and that UK Borrower shall co-operate in completing any additional procedural formalities necessary for that UK Borrower to obtain authorization to make that payment without a UK Tax Deduction.

(v) If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with Section 2.15(b)(iii)(b) above, no Borrower shall make a Borrower DTTP Filing in respect of that Lender’s advance or its participation in any advance unless the Lender otherwise agrees.

(vi) A UK Non-Bank Lender which becomes a party to this Agreement on the day on which this Agreement is entered into gives a UK Tax Confirmation to a Loan Party by entering into this Agreement.

(vii) (vii) A UK Non-Bank Lender shall notify any Loan Party and the Agent if there is any change in the position from that set out in a UK Tax Confirmation.

(viii) Each Lender which becomes a party to this Agreement after the date of this Agreement (each a “New Lender”) shall indicate, in the Assignment and Assumption which it executes on becoming a party, and for the benefit of the Agent and without liability to any Loan Party, which of the following categories it falls within:

a. not a UK Qualifying Lender;

b. a UK Qualifying Lender (other than a UK Treaty Lender); or

c. a UK Treaty Lender.

If a New Lender fails to indicate its status in accordance with Section 2.15(b)(viii), then such New Lender shall be treated for the purposes of this Agreement (including by each Loan Party) as if it is not a UK Qualifying Lender until such time as it notifies the Agent which category of UK Qualifying Lender applies (and the Agent, upon receipt of such notification, shall inform any UK Borrower). For the avoidance of doubt, an Assignment and Assumption shall not be invalidated by any failure of a New Lender to comply with this Section 2.15(b)(viii).

(ix) VAT.

a. All amounts expressed to be payable under any Loan Document by any party to a Recipient (each, for the purposes of this Section 2.15(b)(ix), a “Finance Party”) which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to subclause (B) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Loan Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

b. If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “VAT Recipient”) under a Loan Document, and any Party other than the VAT Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration):

(A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and

(B) (where the VAT Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the VAT Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

c. Where a Loan Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

d. In relation to any supply made by a Finance Party to any Party under a Loan Document, if reasonably requested by such Finance Party, that Party

must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

e. Any reference in this Section 2.15(b)(ix) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated as making the supply or (as appropriate) receiving the supply under the grouping rules (as provided for in Article 11 of the Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or any other similar provision in any jurisdiction which is not a member state of the European Union)).

(c) Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Agent timely reimburse it for the payment of, any Other Taxes.

(d) Indemnification by the Loan Parties. The Loan Parties shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.15 but excluding any UK Tax Deduction to which Section 2.15(b)(ii) applies) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Company by a Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender, setting forth in reasonable detail the calculation of the amount being requested, shall be conclusive absent manifest error.

(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

(f) Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.15, such Loan Party shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent.

(g) Status of Recipients. Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the applicable Borrower and the Agent, at the time or times reasonably requested by such Borrower or the Agent, such properly completed and executed documentation reasonably requested by such Borrower or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by any Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by such Borrower or the Agent as will enable such Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation by any Lender (other than such documentation set forth in Sections 2.15(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. This paragraph does not apply in respect of a UK Tax Deduction, to which the provisions of Sections 2.15(b)(iii) to (viii) shall apply instead.

(ii) Without limiting the generality of the foregoing,

(A) in the event that the applicable Borrower is a U.S. Person, any Lender that is a U.S. Person shall deliver to the applicable Borrower and the Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such applicable Borrower or the Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) in the event that the applicable Borrower is a U.S. Person, any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the applicable Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Agent), whichever of the following is applicable:

(i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii) executed originals of IRS Form W-8ECI;

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section

881(c) of the Code, (x) a certificate substantially in the form of Exhibit D-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of such Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or

(iv) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2 or Exhibit D-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided, that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-4 on behalf of each such direct or indirect partner;

(C) in the event that the applicable Borrower is a U.S. Person, any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the applicable Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit such Borrower or the Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax or any other Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to applicable Borrower and the Agent at the time or times prescribed by law and at such time or times reasonably requested by such Borrower or the Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by such Borrower or the Agent as may be necessary for such Borrower and the Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

The Agent and each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the applicable Borrower and the Agent in writing of its legal inability to do so.

(h) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.15 (including by the payment of additional amounts pursuant to this Section 2.15), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.15 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such a refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such a refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i) Survival. Each party’s obligations under this Section 2.15 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(j) Interpretation. For the purposes of this Section 2.15, the term “applicable law” includes FATCA.

Section 2.16 Sharing of Payments, Etc. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans, L/C Disbursements, Swingline Loans or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Loans, L/C Disbursements, Swingline Loans and accrued interest thereon or other such obligations greater than its applicable pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans, L/C Disbursements, Swingline Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, L/C Disbursements, Swingline Loans and other amounts owing them; provided, that:

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in

any of its Loans or participations in L/C Obligations or Swingline Loans to any assignee or participant, other than to the Company or any Subsidiary thereof (as to which the provisions of this paragraph shall apply), except for assignments to the Company made pursuant to Dutch auctions and open market purchases as provided in Section 9.07(b)(v).

Each of the Borrowers consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrowers rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the applicable Borrower in the amount of such participation.

Section 2.17 Evidence of Debt. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Loan owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Loans. Each Borrower agrees that upon notice by any Lender to such Borrower (with a copy of such notice to the Agent) to the effect that a Note is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the Loans owing to, or to be made by, such Lender, the applicable Borrower shall promptly execute and deliver to such Lender a Note payable to such Lender (or its registered assigns) in a principal amount up to (x) in the case of a Term Note, the sum of the then-applicable Commitment of such Lender and the applicable Loans owing to such Lender and (y) in the case of a Revolving Credit Note, the applicable Commitment of such Lender.

(b) The Register maintained by the Agent pursuant to Section 9.07(c) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type and Agreed Currency of Loans comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Assumption delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iv) the amount of any sum received by the Agent from each Borrower hereunder and each Lender’s share thereof.

(c) Entries made in good faith by each Lender in its account or accounts pursuant to subsection (a) above shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to such Lender under this Agreement, absent manifest error; provided, however, that the failure of such Lender to make an entry, or any finding that an entry is incorrect, in such account or accounts shall not limit or otherwise affect the obligations of the Borrowers under this Agreement; and provided, further, that in the event of any conflict between the Register and the Lender’s account or accounts, the Register shall govern.

Section 2.18 Use of Proceeds.

(a) Revolving Credit Loans. Subject to Section 5.08, the proceeds of the Revolving Credit Loans shall be available (and each Borrower agrees that it shall use such proceeds) solely for refinancing of Indebtedness on the Closing Date, capital expenditures, working capital and general corporate purposes (including Permitted Acquisitions) of the Company and the Restricted Subsidiaries.

(b) Subject to Section 5.08, the proceeds of the Term Loans made on the Closing Date shall be available (and the Company agrees that it shall use such proceeds) solely to refinance existing Indebtedness on the Closing Date.

Section 2.19 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 2.12, or requires any Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall (at the request of the Company) use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.15, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under Section 2.12, or if any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined or is unable to designate a different Applicable Lending Office in accordance with Section 2.19(a), or if any Lender is a Defaulting Lender or a Non-Approving Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.07), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.15) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided, that:

(i) the Company shall have paid to the Agent the assignment fee (if any) specified in Section 9.07;

(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations (if any) in Letters of Credit and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 9.04(f)) from the assignee (and/or, with the prior consent of the Company and with respect to accrued interest and/or fees only, from the Company) (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts);

(iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments thereafter;

(iv) such assignment does not conflict with applicable law; and

(v) in the case of any assignment resulting from a Lender becoming a Non-Approving Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

(c) A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

(d) Each party hereto agrees that an assignment and delegation required pursuant to clause (B) above with respect to a Term Loan may, at the Administrative Agent’s request and

notwithstanding anything in Section 9.07 or elsewhere herein to the contrary, be effected pursuant to an Assignment and Assumption (or any other written instrument), in each case, in a form acceptable to the Administrative Agent, executed by the Company, the Administrative Agent and the assignee, and that the Lender required to make such assignment and delegation need not be a party thereto, and in such case shall be deemed to have executed and delivered such Assignment and Assumption (or such other written instrument).

Section 2.20 Cash Collateral. At any time that there shall exist a Defaulting Lender under the Revolving Credit Facility, within two Business Days following the written request of the Agent or any Issuing Bank (with a copy to the Agent) the Company shall Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to any reallocation pursuant to Section 2.21(c)(i) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(a) Grant of Security Interest. The Company, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Agent, for the benefit of the Issuing Banks, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of L/C Obligations, to be applied pursuant to clause (B) below. If at any time the Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Agent and the Issuing Banks as herein provided or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Company will, promptly upon demand by the Agent, pay or provide to the Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(b) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.20 or Section 2.21 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided prior to any other application of such property as may otherwise be provided for herein.

(c) Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce any Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.20 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Agent and each Issuing Bank that there exists excess Cash Collateral; provided, that, subject to Section 2.21, the Person providing Cash Collateral and each Issuing Bank may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations.

Section 2.21 Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) commitment fees shall cease to accrue on the unfunded portion of the Revolving Credit Commitment, if any, of such Defaulting Lender pursuant to Section 2.05(a);

(b) the Revolving Credit Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, all Revolving Credit Lenders, the Required Lenders or the Required Revolving Credit Lenders, as applicable, have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.01); provided, that any waiver, amendment or other modification requiring the consent of all

Lenders or each affected Lender which affects such Defaulting Lender disproportionately when compared to the other affected Lenders, or increases or extends the Revolving Credit Commitment of such Defaulting Lender, shall require the consent of such Defaulting Lender;

(c) if any Swingline Exposure or L/C Exposure exists at the time such Lender becomes a Defaulting Lender, and such Lender is a Revolving Credit Lender, then:

(i) all or any part of the Swingline Exposure and L/C Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders that are Revolving Credit Lenders in accordance with their respective Ratable Shares but only to the extent that (A) the sum of all such Non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s Swingline Exposure and L/C Exposure does not exceed the total of all Non-Defaulting Lenders’ Revolving Credit Commitments, (B) such reallocation does not cause the Revolving Credit Exposure of any such non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment, and (C) the conditions set forth in Section 3.02 are satisfied at such time;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within one (1) Business Day following notice by the Administrative Agent (A) first, prepay such Swingline Exposure and (B) second, Cash Collateralize for the benefit of the Issuing Banks only the Borrowers’ obligations corresponding to such Defaulting Lender’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) for so long as such L/C Exposure is outstanding;

(iii) if the Borrowers Cash Collateralize any portion of such Defaulting Lender’s L/C Exposure pursuant to clause (ii) above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.05(b) with respect to such Defaulting Lender’s L/C Exposure during the period such Defaulting Lender’s L/C Exposure is Cash Collateralized;

(iv) if the L/C Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Revolving Credit Lenders pursuant to Section 2.05(a) and Section 2.05(b) shall be adjusted in accordance with such Non-Defaulting Lenders’ Ratable Shares; and

(v) if all or any portion of such Defaulting Lender’s L/C Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Revolving Credit Lender hereunder, all letter of credit fees payable under Section 2.05(b) with respect to such Defaulting Lender’s L/C Exposure shall be payable to the applicable Issuing Bank until and to the extent that such L/C Exposure is reallocated and/or cash collateralized; and

(d) so long as such Lender is a Defaulting Lender and a Revolving Credit Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend, renew or extend any Letter of Credit, unless it is satisfied that the related exposure and such Defaulting Lender’s then outstanding L/C Exposure will be one hundred percent (100%) covered by the Revolving Credit Commitments of the non-Defaulting Lenders and/or Cash Collateral will be provided by the Borrowers in accordance with clause (C) above, and (ii) the Swingline Exposure related to any newly made Swingline Loan or L/C Exposure related to any newly issued, amended, renewed or extended Letter of Credit shall be allocated among non-Defaulting Lenders that are Revolving Credit Lenders in a manner consistent with clause (C)(i) above (and such Defaulting Lender shall not participate therein).

In the event that the Administrative Agent, the Company, the Swingline Lender and each Issuing Bank each agrees that a Defaulting Lender that is a Revolving Credit Lender has adequately remedied all matters that caused such Revolving Credit Lender to be a Defaulting Lender, then the Swingline Exposure and L/C Exposure of the Revolving Credit Lenders shall be readjusted to reflect the inclusion of such Revolving Credit Lender’s Revolving Credit Commitment and on such date such Revolving Credit Lender shall purchase at par such of the Revolving Credit Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Revolving Credit Lender to hold such Revolving Credit Loans in accordance with its Ratable Share; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Section 2.22 Specified Refinancing Debt.

(a) The Borrowers may, from time to time, add one or more new term loan facilities and new revolving credit facilities to this Agreement (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Agent and reasonably acceptable to the Company, to refinance (i) all or any portion of any Class of Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Credit Loans (and the unused Revolving Credit Commitments with respect to such Class of Revolving Credit Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than two Classes of Revolving Credit Commitments be outstanding at any time under this Agreement); provided, that such Specified Refinancing Debt:

(i) shall rank pari passu in right of payment with the other Obligations and Commitments hereunder;

(ii) will not have obligors or contingent obligors that were not obligors or contingent obligors in respect of the Facilities;

(iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu basis with the Obligations (or on a junior lien basis pursuant to a Market Intercreditor Agreement that is reasonably satisfactory to the Agent);

(iv) shall have such pricing and optional prepayment terms as may be agreed by the Company and the applicable Lenders thereof (and for the avoidance of doubt, clause (vi) of the provision to Section 2.24(b) shall not apply);

(v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Credit Facility Maturity Date of the Revolving Credit Commitment being refinanced and (y) to the extent constituting Term Facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of, the Loans being refinanced;

(vi) to the extent constituting Specified Refinancing Term Loans, shall share ratably in any prepayments of Term Loans pursuant to Section 2.11(b) (or otherwise

provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans);

(vii) subject to clauses (iv), (v) and (vi) above, will have terms and conditions (other than pricing and optional prepayment and optional redemption terms) that are either (x) substantially similar to, or (when taken as a whole) no more favorable to the lenders providing such Specified Refinancing Debt than, those applicable to the Loans or Commitments being refinanced or (y) customary for similar types of Indebtedness in light of then-prevailing market conditions; provided, that (A) such Specified Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed among the Company and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (B) a certificate of a Responsible Officer of the Company delivered to the Agent at least five (5) Business Days prior to the incurrence of such Specified Refinancing Debt, together with a reasonably detailed description of material terms and conditions of such Specified Refinancing Debt or drafts of the documentation related thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the foregoing requirement in this clause (vii) shall be conclusive evidence that such terms and conditions satisfy the foregoing requirements unless the Agent notifies the Company within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); and

(viii) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (plus accrued interest, fees (including original issue discount and upfront fees), discounts, premiums or expenses payable in connection therewith);

provided, further, that (I) each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the Classes of Revolving Credit Commitments (it being agreed that, notwithstanding the foregoing, the Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving credit facilities) and (II) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.06 and 2.11, as applicable.

(b) The Company shall make any request for Specified Refinancing Debt pursuant to a written notice to the Agent specifying in reasonable detail the proposed terms thereof. Any proposed Specified Refinancing Debt may be provided by existing Lenders (it being understood that existing Lenders have no obligation to provide such proposed Specified Refinancing Debt) or, subject to the approval of the Agent and, with respect to Revolving Credit Commitments, the Issuing Banks (in each case, which approval shall not be unreasonably withheld, conditioned or delayed), Eligible Assignees in such respective amounts as the Company may elect.

(c) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in clause (A) above and Section 3.02, and, to the extent reasonably requested by the Agent, receipt by the Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Security and Guarantee Documents providing for such Specified Refinancing Debt to be secured thereby, consistent, where applicable, with those delivered on the Closing Date under Section 3.01 (other than changes to such

legal opinions resulting from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent). The Lenders hereby authorize the Agent to enter into amendments to this Agreement and the other Loan Documents with the Company as may be necessary in order to establish any Specified Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Agent and the Company in connection with the establishment of such Specified Refinancing Debt, in each case on terms consistent with and/or to effect the provisions of this Section 2.22.

The Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Specified Refinancing Debt incurred pursuant thereto (including the addition of such Specified Refinancing Debt as separate facilities hereunder and treated in a manner consistent with the Facilities being refinanced, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any Person other than the Company, the Agent and the Lenders providing such Specified Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Agent and the Company, to effect the provisions of or be consistent with this Section 2.22. In addition, in the case of Specified Refinancing Debt in the form of a new revolving credit facility, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participation in Letters of Credit shall be reallocated from Lenders holding the Revolving Credit Commitments being refinanced to Lenders that will hold such Specified Refinancing Debt in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon the effectiveness of the Revolving Credit Commitments under such Specified Refinancing Debt, be deemed to be participation interests in respect of such refinancing Revolving Credit Commitments and held by the Lenders thereunder and the terms of such participation interests (including the fees applicable thereto) shall be adjusted accordingly.

Section 2.23 Extension of Term Loans; Extension of Revolving Credit Commitments.

(a) Extension of Term Loans. The Company may, at any time and from time to time, request that all or a portion of the Term Loans of a given Class (each, an “Existing Term Loan Tranche”) be amended to extend the scheduled maturity date(s) with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.23. In order to establish any Extended Term Loans, the Company shall provide a notice to the Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical in all material respects to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are to be amended, except that: (i) all or any of the scheduled amortization payments, if any, of all or a portion of any principal amount of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments, if any, of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Term Loans may be different than those for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Term Loans in addition to any of the item contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date of Term Loans that is in

effect on the closing date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have prepayment terms (including call protection and prepayment terms and premiums) as may be agreed by the Company and the Lenders thereof; provided, that (A) in no event shall the final maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Term Loan Tranche from which such Extended Term Loans are to be amended, (B) the Weighted Average Life to Maturity of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof shall be no shorter (other than by virtue of amortization or prepayment of such Indebtedness prior to the time of incurrence of such Extended Term Loans) than the remaining Weighted Average Life to Maturity of the Existing Term Loan Tranche from which such Extended Term Loans are to be amended, (C) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (D) any Extended Term Loans may participate on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Term Loan Extension Request. Any Extended Term Loans amended pursuant to any Term Loan Extension Request shall be designated a series (each, a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided, that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Term Loan Extension Series with respect to such Existing Term Loan Tranche. Each Term Loan Extension Series of Extended Term Loans incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $10,000,000.

(b) Extension of Revolving Credit Commitments. The Borrowers may at any time and from time to time request that all or a portion of the Revolving Credit Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Credit Commitments (any such Revolving Credit Commitments which have been so amended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.23. In order to establish any Extended Revolving Credit Commitments, the Company shall provide a notice to the Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Credit Commitments under the Existing Revolver Tranche from which such Extended Revolving Credit Commitments are to be amended, except that: (i) the maturity date of the Extended Revolving Credit Commitments may be delayed to a later date than the maturity date of the Revolving Credit Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees and funding discounts with respect to the Extended Revolving Credit Commitments may be different than those for the Revolving Credit Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Credit Commitments in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; (ii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date of the Revolving Credit Commitments that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Credit Commitments); and (iii) all borrowings under the applicable Revolving Credit Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Credit Commitments); provided, that (A) in no event shall the final maturity date of

any Extended Revolving Credit Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Credit Commitments are to be amended and (B) all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Credit Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided, that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Credit Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000.

(c) Extension Request. The Company shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as the Agent may determine in its sole discretion) prior to the date on which Lenders under the Existing Term Loan Tranche or Existing Revolver Tranche, as applicable, are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Agent, in each case acting reasonably to accomplish the purposes of this Section 2.23. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Term Loans or any of its Revolving Credit Commitments amended into Extended Revolving Credit Commitments, as applicable, pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Tranche subject to such Extension Request amended into Extended Term Loans and any Revolving Credit Lender (each, an “Extending Revolving Credit Lender”) wishing to have all or a portion of its Revolving Credit Commitments under the Existing Revolver Tranche subject to such Extension Request amended into Extended Revolving Credit Commitments, as applicable, shall notify the Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Tranche or Revolving Credit Commitments under the Existing Revolver Tranche, as applicable, which it has elected to request be amended into Extended Term Loans or Extended Revolving Credit Commitments, as applicable (subject to any minimum denomination requirements imposed by the Agent). In the event that the aggregate principal amount of Term Loans under the Existing Term Loan Tranche or Revolving Credit Commitments under the Existing Revolver Tranche, as applicable, in respect of which applicable Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Request exceeds the amount of Extended Term Loans or Extended Revolving Credit Commitments, as applicable, requested to be extended pursuant to the Extension Request, Term Loans or Revolving Credit Commitments, as applicable, subject to Extension Elections shall be amended to Extended Term Loans or Extended Revolving Credit Commitments, as applicable, on a pro rata basis (subject to rounding by the Agent, which shall be conclusive) based on the aggregate principal amount of Term Loans or Revolving Credit Commitments, as applicable, included in each such Extension Election.

(d) Extension Amendment. Extended Term Loans and Extended Revolving Credit Commitments shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Company, the Agent and each Extending Term Lender or Extending Revolving Credit Lender, as applicable, providing an Extended Term Loan or Extended Revolving Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in this Section 2.23 (but which shall not require the applicable consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and in Section 3.02, and, to the extent reasonably requested by the Agent, receipt by the Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements, substantially consistent, where applicable, with those delivered on the Closing Date under Section 3.01 (other than changes to such legal opinions resulting from a Change in Law, change in fact or change to

counsel’s form of opinion reasonably satisfactory to the Agent). The Lenders hereby authorize the Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrowers as may be necessary in order to effect any Extension Amendment and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Agent and the Company in connection with the establishment of such Extension Amendment, in each case on terms consistent with and/or to effect the provisions of this Section 2.23. In addition, if so provided in the relevant Extension Amendment and with the consent of each Issuing Bank, participation in Letters of Credit expiring on or after the scheduled maturity date in respect of a Class of Revolving Credit Commitments shall be reallocated from Lenders holding such Revolving Credit Commitments to Lenders holding Extended Revolving Credit Commitments in accordance with the terms of such Extension Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Revolving Credit Commitments, be deemed to be participation interests in respect of such Extended Revolving Credit Commitments and the terms of such participation interests (including the fees applicable thereto) shall be adjusted accordingly. No amendment, conversion or exchange of Loans pursuant to any Extension Amendment in accordance with this Section 2.23 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.

Section 2.24 Incremental Facilities.

(a) The Borrowers may, by written notice to the Agent from time to time, request Incremental Commitments in an amount for all such Incremental Commitments not to exceed the Incremental Facility Amount at such time from one or more Incremental Lenders, which may include any existing Lender or any Eligible Assignee (each of which shall be entitled to agree or decline to participate in its sole discretion); provided, that (i) any Incremental Revolving Credit Commitments (and the Incremental Revolving Credit Loans thereunder) shall be implemented as an increase to the total Revolving Credit Commitments and shall have identical terms (other than any arrangement or similar fees payable in connection with such Incremental Revolving Credit Commitments) as the Revolving Credit Commitments (and the Revolving Credit Loans thereunder); provided, further, that, if required to consummate any such Incremental Revolving Credit Commitments, the pricing, interest rate margins, rate floors and fees (other than any arrangement or similar fees) on the existing Revolving Credit Commitments (and the Revolving Credit Loans thereunder) may be increased without consent or approval of any Lender and (ii) each Incremental Lender shall be subject to the approval of the Agent (and, in the case of an Incremental Revolving Credit Lender, each Issuing Bank and the Swingline Lender) (which approvals shall not be unreasonably withheld or delayed). Such notice shall set forth (x) the amount of the Incremental Commitments being requested (which shall be in a minimum amount of $25,000,000 or such lesser amount equal to the remaining Incremental Facility Amount, as applicable), (y) the date on which such Incremental Commitments are requested to become effective and (z) in the case of Incremental Term Commitments, whether such Incremental Term Commitments are (A) commitments to make additional Term Loans (which commitments shall only be permitted if such additional Term Loans are intended to be fungible for United States Federal income tax purposes with the existing Term Loans) or (B) commitments to make new term loans with terms different from the Term Loans (such loans in this clause (B), “Specified Incremental Term Loans” and such commitments “Specified Incremental Term Commitments”).

(b) The applicable Borrower and each applicable Incremental Lender shall execute and deliver to the Agent an Incremental Assumption Agreement and such other documentation as the Agent shall reasonably specify to evidence the Incremental Commitment of each Incremental Lender. Each Incremental Assumption Agreement shall specify the terms of any Incremental Term Loans to be made thereunder; provided, that:

(i) the final maturity date of any Specified Incremental Term Loans shall be no earlier than the Term Loan Maturity Date;

(ii) the Weighted Average Life to Maturity of any Specified Incremental Term Loans shall be no shorter than the Weighted Average Life to Maturity of the Term Loans;

(iii) the sole borrower in respect of any Specified Incremental Term Loans shall be the Company;

(iv) no Person shall be a guarantor with respect to any Specified Incremental Term Loans unless such Person is a Guarantor which shall have previously or substantially concurrently Guaranteed the Obligations;

(v) any Specified Incremental Term Loans shall be secured on an equal and ratable basis with the Facilities by the Collateral;

(vi) if the initial yield on any Specified Incremental Term Loans (as such yield is determined by the Agent by adding (x) the margin above the Eurocurrency Rate on such Loans (which shall be increased by the amount that any interest rate “floor” applicable to such Loans on the date such Loans are made would exceed the Eurocurrency Rate for a three-month Interest Period commencing on such date) and (y) if such Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from the applicable Borrower or any of the Subsidiaries for doing so (but excluding the effect of any bona fide arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders thereof) (the amount of such discount or fee, expressed as a percentage of such Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (x) the Weighted Average Life to Maturity of such Loans and (y) four) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”) the sum of (x) the Applicable Margin then in effect for Eurocurrency Rate Term Loans, and (y) the amount of the OID initially paid in respect of the Term Loans, divided by four, then the Applicable Margin then in effect for Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Specified Incremental Term Loans;

(vii) subject to the foregoing clause (ii), the amortization schedule in respect of any Specified Incremental Term Facility shall be determined by the Company and the lenders thereunder;

(viii) subject to the foregoing clause (vi), the pricing, interest rate margins, discounts, rate floors and fees in respect of any Specified Incremental Term Facility shall be determined by the Company and the lenders thereunder; and

(ix) the other terms of any Specified Incremental Term Loans shall either (A) be substantially the same as the terms in respect of the Term Loans or (B) be reasonably satisfactory to the Agent.

(c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.24 unless (i) on the date of such effectiveness, (A)(1) the representations and warranties contained in Article IV are true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, as though made on and as of such date except where such representations and warranties expressly refers to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date (provided, that, in the case of any such Incremental

Commitment used to finance a Permitted Acquisition or other similar Investment permitted under Section 6.08 (to the extent the Incremental Lenders participating therein so agree), at the election of the Company, this clause (1) shall be deemed to have been satisfied so long as it is satisfied with respect to the Specified Representations) and (2) no Default or Event of Default shall have occurred and be continuing (provided, that, in the case of any such Incremental Commitment used to finance a Permitted Acquisition or other similar Investment permitted under Section 6.08 (to the extent the Incremental Lenders participating therein so agree), this clause (2) shall be deemed satisfied if no Default or Event of Default shall have occurred and be continuing at the time of the execution of the acquisition agreement related to such Permitted Acquisition or other similar Investment) (and the Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company); and (B) solely with respect to the establishment of any Incremental Revolving Credit Commitment, the Company and the Restricted Subsidiaries shall be in compliance with the Financial Covenants after giving pro forma effect to the incurrence of such Incremental Revolving Credit Commitments (assuming a full drawing thereof), the making of Loans to be made on the date of effectiveness thereof, any Permitted Acquisition consummated simultaneously therewith, and the pro forma adjustments described in Section 1.07, (ii) all fees and expenses owing to the Agent and the Lenders in respect of such Incremental Term Commitment and/or Incremental Revolving Credit Commitment shall have been paid in full, (iii) to the extent not consistent with this Agreement, the other terms and documentation in respect of the Incremental Term Loans shall be reasonably satisfactory to the Agent unless otherwise expressly permitted in this Section 2.24 and (iv) except as otherwise specified in the applicable Incremental Assumption Agreement, the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date.

(d) Each of the parties hereto hereby agrees that the Agent may, in consultation with the Company, take any and all action as may be reasonably necessary to ensure that all Incremental Loans (other than Specified Incremental Term Loans), when originally made, are included in each Borrowing of outstanding Revolving Credit Loans or Term Loans, as applicable, on a pro rata basis. This may be accomplished by, among other things, requiring each outstanding Eurocurrency Rate Borrowing to be Converted into a Base Rate Borrowing on the date of such Incremental Loan, or by allocating a portion of such Incremental Loan to each outstanding Eurocurrency Rate Borrowing under the relevant Facility on a pro rata basis. Any Conversion of Eurocurrency Rate Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 9.04(f). If any Incremental Loan is to be allocated to an existing Interest Period for a Eurocurrency Rate Borrowing, then the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Assumption Agreement. In addition, to the extent any Incremental Term Loans are Term Loans, the scheduled amortization payments under Section 2.07(c) required to be made after the making of such Incremental Term Loans shall be increased in a substantially ratable manner by the aggregate principal amount of such Incremental Term Loans. Notwithstanding the foregoing, Incremental Term Commitments to make Specified Incremental Term Loans may not be requested without the prior written consent of the Agent if, as a result of the Specified Incremental Term Loans to be made thereunder, there would be more than five classes of Term Loans and Specified Incremental Term Loans outstanding.

(e) Notwithstanding any other provision of any Loan Document, each Loan Document may be modified, supplemented, amended and/or amended and restated by the Agent and the applicable Borrower without the action or consent of any other party, if the Agent determines it to be necessary or advisable, to provide for terms applicable to any Incremental Loans permitted by or to otherwise give effect to this Section 2.24. Without limiting the generality of the foregoing, each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent necessary to reflect the existence and terms of the Incremental Commitments and the Incremental Loans evidenced thereby.

Section 2.25 Designated Borrowers.

(a) Effective as of the date hereof, each Subsidiary identified on Schedule 2.25 shall be a Designated Borrower hereunder and may receive Loans for its account on the terms and conditions set forth in this Agreement.

(b) The Company may at any time, upon not less than fifteen (15) Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional direct or indirect wholly-owned Subsidiary organized under the law of any jurisdiction reasonably acceptable to the Administrative Agent and all of the Revolving Credit Lenders (an “Applicant Borrower”) as a Designated Borrower to receive Revolving Credit Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit E-1 (a “Designated Borrower Request and Assumption Agreement”). For purposes of the foregoing, a Subsidiary organized under the laws of the United States of America, the United Kingdom, the Netherlands, Switzerland, Canada or Germany will be deemed to be organized in an acceptable jurisdiction. For avoidance of doubt, no Lender shall be obligated to approve or make loans or other extensions of credit to any Applicant Borrower to the extent that it would be unlawful for such Lender to do so. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received (i) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent in its reasonable discretion (including all documentation and other information with respect to such Applicant Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, which shall include, for the avoidance of doubt, a duly executed IRS Form W-9 or other applicable tax form and a Beneficial Ownership Certification solely to the extent expressly required by the Beneficial Ownership Regulation, which, if requested in writing 10 Business Days prior to the date on which such Applicant Borrower is scheduled to become a Borrower hereunder, shall be delivered no more than 3 Business Days prior to such date) and (ii) promissory notes signed by such new Borrowers to the extent any Lenders so require. Promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to it, the Administrative Agent shall send a notice in substantially the form of Exhibit E-2 (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to receive Revolving Credit Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided, that no Extension Request may be submitted on behalf of such Designated Borrower until the date that is five (5) Business Days after such effective date.

(c) The Obligations of the Domestic Borrowers shall be joint and several in nature regardless of which Domestic Borrower actually borrows Loans or requests or obtains Letters of Credit hereunder or the amount of such Loans borrowed or Letters of Credit obtained or the manner in which the Administrative Agent or any Lender accounts for such Loans or Letters of Credit on its books and records. The Obligations of the Foreign Borrowers shall be joint and several in nature regardless of which Foreign Borrower actually borrows Loans or requests or obtains Letters of Credit hereunder or the amount of such Loans borrowed or Letters of Credit obtained or the manner in which the Administrative Agent or any Lender accounts for such Loans or Letters of Credit on its books and records; provided, for the avoidance of doubt, that the Foreign Borrowers shall not be liable for the Obligations of the Domestic Borrowers.

(d) Each Designated Borrower hereby irrevocably appoints the Company as its agent for all purposes relevant to the Loan Documents, including (i) the giving and receipt of notices and (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower.

(e) The Company may from time to time, upon not less than four (4) Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided, that there are no outstanding Revolving Credit Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Revolving Credit Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status.

Section 2.26 Effect of Benchmark Transition Event.

(a) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.26), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York time) on the 5th Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(b) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, solely with respect to Loans in Dollars, if a Term SOFR Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (b) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice.

(c) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any

amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, Term SOFR Event or Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.26, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.26.

(e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period for (i) Dollars, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Dollar Eurodollar Loans to be made, converted or continued during any such Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans and (ii) any other Agreed Currency, the obligation of the Lenders to make or maintain Loans in such Agreed Currency shall be suspended (and the Borrower may revoke any request for a Borrowing of, conversion to or continuation of Loans to be made in such Agreed Currency during the Benchmark Unavailability Period). During any Benchmark Unavailability Period for Dollars or at any time that a tenor for the then-current Benchmark for Dollars is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Eurodollar Loan in any Agreed Currency (other than Dollars) is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Eurodollar Loan, then such Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan denominated in Dollars (in an amount equal to the Dollar Amount of such Agreed Currency) on such day (it being understood and agreed that if the applicable Borrower does not so prepay such Loan on such day by 12:00 noon, local time,

the Administrative Agent is authorized to effect such conversion of such Eurodollar Loan into a Base Rate Loan denominated in Dollars.

Section 2.27 Sustainability Adjustment Amendments. The Borrowers may, by written notice to the Administrative Agent, from time to time, request certain adjustments to the Applicable Margin based on certain sustainability metrics (each a “Sustainability Margin Adjustment”). Such notice shall include a proposed new KPI metric that will be applicable in respect of each KPI Metrics Reference Period (the “KPI Metric”) as well as target and threshold levels for such KPI Metric which shall be used to determine the appropriate Sustainability Margin Adjustment Amount for each such period (the “KPI Metric Targets” and, collectively with the KPI Metric, the “KPI Material”). After Administrative Agent’s receipt and approval (in its sole discretion) of such KPI Material, the Administrative Agent, the Borrowers and the Sustainability Structuring Agent may enter into an amendment to this Agreement solely for the purposes of incorporating the Sustainability Margin Adjustment (a “Sustainability Adjustment Amendment”), and such Sustainability Adjustment Amendment shall become effective at 5:00 p.m. (New York time) on the tenth (10th) Business Day after the Administrative Agent has posted the proposed Sustainability Adjustment Amendment and KPI Material to the Lenders (such date, the “Sustainability Adjustment Amendment Effective Date”), so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Each Sustainability Adjustment Amendment shall (a) specify the terms of the Sustainability Margin Adjustment contemplated thereby, (b) include a form of Pricing Certificate or otherwise confirm the form of Pricing Certificate to be used in connection with the applicable Sustainability Margin Adjustment, (c) identify the KPI Metrics Auditors for the KPI Metrics identified in such Sustainability Adjustment Amendment and (d) identify the Sustainability Margin Adjustment Amount applicable to the relevant KPI Metric Targets. Notwithstanding any other provision of any Loan Document, each Loan Document may be modified, supplemented, amended and/or amended and restated by the Administrative Agent, the Sustainability Structuring Agent and the Borrowers pursuant to a Sustainability Adjustment Amendment to provide for terms applicable to any Sustainability Margin Adjustment permitted by or to otherwise give effect to this Section 2.27.

ARTICLE III
CONDITIONS TO EFFECTIVENESS AND LENDING

Section 3.01 Conditions Precedent to Effectiveness. The effectiveness of this Agreement and the obligations of each Term Lender and Revolving Credit Lender to fund its respective Loans on the Closing Date shall be subject to the satisfaction of the following conditions precedent (the first Business Day on which such conditions precedent are so satisfied, the “Closing Date”):

(a) The Agent shall have received duly executed counterparts of this Agreement from the Company, each Designated Borrower as of the Closing Date, each Lender (including the Swingline Lender) and Issuing Bank as of the Closing Date and the Agent.

(b) The Administrative Agent shall have received on or before the Closing Date the following, in form and substance reasonably satisfactory to the Agent:

(i) A certificate of the Secretary or Assistant Secretary (and, in the case of any English Loan Party, a director or its company secretary) of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or comparable governing body) of such Loan Party (and,

in addition, in respect of an English Loan Party, a copy of the resolution of all the holders of the issued shares in that English Loan Party) authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Company, the Borrowing under the Facilities, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or comparable organizational document) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (if applicable) or certified organizational document furnished pursuant to clause (iii) below and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party.

(ii) A certificate of another Responsible Officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above.

(iii) Certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the Closing Date, certified as of a recent date by the Secretary of State (or comparable entity) of the jurisdiction of its organization, and a certificate as to the good standing (where such concept is applicable (and for the avoidance of doubt, such concept is not applicable in respect of an English Loan Party)) of each Loan Party as of a recent date, from such Secretary of State (or comparable authority).

(iv) A favorable opinion of (A) Holland & Knight LLP, counsel for the Company and the other Loan Parties and (B) local counsel in each jurisdiction where a Loan Party is organized or which provides the governing law for any Security and Guarantee Document, and the laws of which are not covered by the opinion letter referred to in clause (A) of this paragraph, in each case of (A) and (B), dated as of the Closing Date, addressed to the Administrative Agent, the Collateral Agent, each Issuing Bank and each Lender in form and substance reasonably satisfactory to the Agent and covering such other matters relating to the Loan Documents as the Agent shall reasonably request, and the Company hereby requests such counsel to deliver such opinions.

(v) Any Notes, to the extent requested at least three Business Days prior to the Closing Date by any Lender pursuant to Section 2.17.

(c) The Administrative Agent shall have received a Notice of Borrowing as required under Section 2.02 and in the form attached hereto as Exhibit B.

(d) The Administrative Agent shall have received a solvency certificate from a Financial Officer of the Company in the form attached hereto as Exhibit F.

(e) All fees required to be paid by the Company hereunder or as separately agreed by the Company and any of the Arrangers or the Lenders, in each case on or prior to the Closing Date, and, to the extent invoiced at least three Business Days prior to the Closing Date, all invoiced expenses of the Agent and the Arrangers relating hereto (including those of counsel to the Agent and the Arrangers), shall have in each case been paid (which amounts may be offset against the proceeds of the Loans on the Closing Date).

(f) All Indebtedness and any other amounts due or outstanding under the Existing Credit Agreement shall have been, or substantially contemporaneously with the initial funding under the Facilities

shall be, repaid in full, all commitments in respect thereof shall have been terminated and all guarantees thereof (if any) and security therefor (if any) discharged and released.

(g) The Agent and the Arrangers shall have received projected financial statements for the Company and its consolidated Subsidiaries through 2025.

(h) The Agent and the Arrangers shall have received, at least three Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, which shall include, for the avoidance of doubt, a duly executed IRS Form W-9 or other applicable tax form and a certification regarding individual beneficial ownership solely to the extent expressly required by the Beneficial Ownership Regulation, to the extent requested in writing at least ten Business Days prior to the Closing Date by the Agent or the Arrangers.

(i) The Collateral Agent shall have received a Perfection Certificate with respect to the Company and the Subsidiary Guarantors dated the Closing Date and duly executed by a Responsible Officer of the Company.

(j) The Guarantee and Collateral Agreement shall have been duly executed by the Company and each Subsidiary Guarantor that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent, on behalf of the applicable Secured Parties, shall have a perfected first priority security interest in the Collateral (subject to applicable Liens permitted under Section 6.01 of this Agreement) described in the Guarantee and Collateral Agreement.

(k) Each document (including any UCC financing statements but excluding any Mortgages) required by the Security and Guarantee Documents or under applicable law or reasonably requested by the Collateral Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent, for the benefit of the Lenders and the other Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other person (subject to applicable Liens permitted under Section 6.01 of this Agreement), shall have been filed, registered or recorded or delivered to the Collateral Agent in proper form for filing, registration or recordation. On or prior to the Closing Date, the Collateral Agent shall have received all Pledged Collateral (as defined in the Guarantee and Collateral Agreement) required to be delivered to the Collateral Agent pursuant to the Guarantee and Collateral Agreement, together with undated proper instruments of assignment duly executed by the applicable Loan Party in blank and such other instruments or documents as the Collateral Agent may reasonably request.

(l) Other than as set forth in Section 5.11, (i) each of the Mortgages and each IP Security Agreement (as defined in the Guarantee and Collateral Agreement) shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.01 of this Agreement, (iii) if applicable, each such Mortgage shall have been filed and recorded in the recording office as specified in the Perfection Certificate (or a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such Security and Guarantee Document as a first lien on such Mortgaged Property (subject to applicable Liens permitted under Section 6.01 of this Agreement) shall have been received by the Collateral Agent) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (iv) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than Permitted

Liens, together with such surveys, abstracts, appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Lenders.

Notwithstanding the foregoing, if, after the use by the Loan Parties of commercially reasonable efforts to cause the conditions relating to the collateral and guarantee matters set forth in Section 3.01(j) (other than the first sentence thereof), Section 3.01(k) and Section 3.01(l) above to be satisfied as of the Closing Date (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement or the delivery of certificates representing such Equity Interests of any Person that is a Designated Borrower as of the Closing Date, together with stock powers or other instruments of transfer with respect thereto endorsed in blank and the security agreement giving rise to the security interest therein), such conditions shall not be a condition precedent to the effectiveness of this Agreement on the Closing Date, but shall be accomplished as promptly as practicable after the Closing Date and in any event within any applicable period specified on Schedule 5.11 (which shall be no later than the date that is 90 days following the Closing Date, unless a later date is otherwise agreed to by the Agent in its reasonable discretion).

Without limiting the generality of the provisions of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 3.01, each Lender as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto.

Section 3.02 Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender to make a Loan (other than a Loan made by any Issuing Bank or any Revolving Credit Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing Bank to Issue a Letter of Credit shall be subject to the condition precedent that the Closing Date shall have occurred (other than with respect to the Borrowings made on the Closing Date) and, on the date of such Borrowing or such Issuance (as the case may be), the following statements shall be true:

(i) the representations and warranties contained in Article IV and in each other Loan Document are true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance and to the application of the proceeds therefrom, as though made on and as of such date except where such representations and warranties expressly refers to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date;

(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance or from the application of the proceeds therefrom, that constitutes a Default; and

(iii) the Agent shall have received a Notice of Borrowing or Notice of Issuance, as applicable.

Each Borrowing (other than any conversion or continuation of any Loan) and each Issuance of a Letter of Credit shall be deemed to constitute a representation and warranty by the Company on the date thereof that the matters specified in clauses (i) and (ii) of this Section 3.02 are true; provided,however, (A) the application of such clauses (i) and (ii) hereto to any Incremental Loan made in connection with any Limited Condition Acquisition shall, at the Company’s option, be subject to Section 1.07 and (B) clauses (i) and (ii) hereto shall not apply to any Loans made under any Refinancing Amendment or Extension

Amendment unless the lenders in respect thereof have required satisfaction of the same in the applicable Refinancing Amendment or Extension Amendment, as applicable.

Section 3.03 Initial Credit Event for each Additional Borrower. The obligation of each Lender to make Loans to any Designated Borrower that becomes a Designated Borrower after the Closing Date is subject to the satisfaction of the following conditions:

(a) The Administrative Agent (or its counsel) shall have received such Designated Borrower’s Designated Borrower Request and Assumption Agreement duly executed by all parties thereto.

(b) The Administrative Agent shall have received such documents (including such legal opinions) as the Administrative Agent or its counsel may reasonably request relating to the formation, existence and good standing (if such concept is applicable (and for the avoidance of doubt, such concept is not applicable in respect of an English Loan Party)) of such Designated Borrower (other than a Designated Borrower which is or is to be an English Loan Party) and any other legal matters relating to such Designated Borrower, its Designated Borrower Request and Assumption Agreement or such Transactions, including, with respect to any Designated Borrower organized under the laws of any jurisdiction, whether inside or outside of the United States of America, a legal opinion from such Designated Borrower’s counsel in such jurisdiction, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel, but consistent, where applicable, with those delivered on the Closing Date under Section 3.01.

(c) The Administrative Agent and the Lenders shall have received all documentation and other information reasonably requested by the Lenders or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, which shall include, for the avoidance of doubt, a duly executed IRS Form W-9 or other applicable tax form and a certification regarding individual beneficial ownership solely to the extent expressly required by the Beneficial Ownership Regulation.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

The Company represents and warrants as follows:

Section 4.01 Organization; Authorization. Each of the Company and the Restricted Subsidiaries (a) is duly organized (and, in the case of any English Loan Party, duly incorporated) and validly existing under the laws of the jurisdiction of its organization or formation, except in the case of a Restricted Subsidiary that is not a Designated Borrower, where the failure to be so, individually or in the aggregate, would not have a Material Adverse Effect, (b) has all requisite power and authority to carry on its business as now conducted, except, in the case of a Restricted Subsidiary that is not a Designated Borrower, where the failure to have such, individually or in the aggregate, would not have a Material Adverse Effect, (c) is in good standing (where such concept is applicable (and for the avoidance of doubt, such concept is not applicable in respect of an English Loan Party)) in its jurisdiction of organization or formation, except in the case of a Restricted Subsidiary that is not a Designated Borrower, where the failure to do so, individually or in the aggregate, would not have a Material Adverse Effect and (d) is qualified to do business in every other jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, would not have a Material Adverse Effect.

Section 4.02 Powers. Each Loan Party has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of the Loan Documents to which it is a

party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party.

Section 4.03 No Conflicts. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party and the other transactions contemplated hereby (i) do not conflict with or contravene or result in any breach of (a) any applicable material law, (b) such Loan Party’s charter, by-laws or other organizational documents, (c) any material contractual restriction binding on or affecting such Loan Party or any of its subsidiaries (except for such conflicts, contraventions or breaches that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect) or (d) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or any of its subsidiaries is subject, and (ii) will not result in the creation or imposition of any Lien on any asset of any of the Loan Parties, except Liens permitted by the Loan Documents.

Section 4.04 Government Approvals. No authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is or will be required for the due execution, delivery and performance by any Loan Party of each Loan Document to which it is a party or otherwise in connection with the Transactions, except for (a) the filing of Uniform Commercial Code financing statements, (b) filings with the United States Patent and Trademark Office and the United States Copyright Office, (c) recordation of the Mortgages (if any), (d) such as have been duly obtained, taken, given or made and are in full force and effect and (e) consents, approvals, registrations, filing or other actions, which are not material.

Section 4.05 Execution; Enforceability. This Agreement has been, and each other Loan Document when delivered hereunder will be, duly executed and delivered by the Company and each other Loan Party that is a party thereto. This Agreement is, and each other Loan Document when executed and delivered hereunder will constitute, a legal, valid and binding obligation of the Company and each other Loan Party that is a party thereto, enforceable against the Company and each other Loan Party that is a party thereto in accordance with their respective terms subject to applicable bankruptcy, insolvency, reorganization, moratorium, capital impairment, recognition of judgments or other similar laws or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 4.06 Financial Statements; No Material Adverse Effect.

(a) The audited Consolidated balance sheet of the Company and the Subsidiaries, and the related Consolidated statements of income, comprehensive income, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2020 (x) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (y) fairly present, in all material respects, the Consolidated financial condition of the Company as of the date thereof and the Consolidated results of operations for the period covered thereby.

(b) Since December 31, 2020, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.

Section 4.07 Litigation. There is no action, suit, investigation or proceeding, including pursuant to any Environmental Law, pending against or, to the knowledge of the Company, threatened against or affecting the Company or any of the Subsidiaries before any court, Governmental Authority or arbitrator that (a) would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (b) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby.

Section 4.08 Margin Securities. None of the Loan Parties is engaged principally, or as one of its important activities, in the business of purchasing or carrying, or extending credit for the purpose of purchasing or carrying, margin stock (within the meaning of Regulation U or X issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Loan will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock, or for any other purpose that entails a violation (including on the part of any Lender) of any regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X.

Section 4.09 Investment Company Act. None of the Loan Parties is an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

Section 4.10 Disclosure. As of the Closing Date, none of the written reports, financial statements, certificates or other information furnished by or on behalf of the Company or any of the Subsidiaries to the Agent (other than information of a general economic or industry specific nature, projected financial information or other forward looking information) in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by other information so furnished prior to the date on which this representation is made or deemed made), taken as a whole, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided, that, with respect to projected financial information, the Company represents only that such information was prepared in good faith based upon assumptions the Company believed to be reasonable at the time. As of the Closing Date, the information included in any Beneficial Ownership Certification with respect to any Beneficial Owner (as defined in the Beneficial Ownership Regulation) of the Borrower with respect to which such Beneficial Ownership Certification is delivered, is true and correct.

Section 4.11 Solvency. As of the Closing Date, the Company and the Subsidiaries, on a Consolidated basis, are Solvent immediately after the consummation of the Transactions.

Section 4.12 Taxes. The Company and the Restricted Subsidiaries have timely filed all material Tax returns and reports required to be filed, and have paid all material Taxes that are due and payable, except, with respect to payments, those which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP (or, in the case of any Restricted Subsidiary organized in a non-U.S. jurisdiction, at its sole discretion, IFRS) and, in the case of returns and payments (without regard to materiality), those the failure of which as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

Section 4.13 Subsidiaries. As of the Closing Date, the Company has no Subsidiaries other than those specifically disclosed on Schedule 4.13.

Section 4.14 Environmental Matters. The facilities and operations of the Company and each of the Subsidiaries comply in all respects with all Environmental Laws, except for such noncompliance which would not reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries have obtained all Environmental Permits that are required under any Environmental Law necessary for its operations, all such Environmental Permits are in good standing, and the Company and each of the Subsidiaries are in compliance with all terms and conditions of such Environmental Permits, in each case, except where the failure to obtain or maintain such Environmental Permits or such non-compliance would not be reasonably likely to have a Material Adverse Effect. Neither the Company nor any of the Subsidiaries is undertaking, either individually or together with other potentially responsible parties, or otherwise liable for any investigation or assessment or remedial or response action for any actual or threatened release, or any discharge, disposal or migration of Hazardous Materials at any location, either voluntarily or pursuant to any order by or any binding and enforceable agreement with any Governmental

Authority or the requirements of any Environmental Law or Environmental Permit, except as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

Section 4.15 Properties.

(a) Title. The Company and each of the Restricted Subsidiaries have good title to, or valid leasehold interests in, all real property material to their businesses, except for defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes or where the failure to have such title or interest would not reasonably be expected to result in a Material Adverse Effect, free and clear of all Liens other than Liens permitted by Section 6.01.

(b) Intellectual Property. (i) The Company and each Restricted Subsidiary owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business and (ii) the use thereof by the Company and the Restricted Subsidiaries does not infringe upon the rights of any other Person, except in the case of each of the foregoing clauses (i) and (ii), as would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect.

Section 4.16 Anti-Corruption Laws and Sanctions; Compliance with Laws.

(a) Neither the Company nor any of the Subsidiaries nor to the knowledge of the Company, any of their respective directors, officers, employees or agents, is, a Sanctioned Person.

(b) Neither any Loan nor the proceeds from any Loan or Letter of Credit has been or will be used, directly or to the knowledge of the Company, indirectly, to lend, contribute, provide or has otherwise been made or will otherwise be made available in violation of any Anti-Corruption Laws, applicable anti-terrorism or anti-money laundering laws or Sanctions or for the purpose of funding any prohibited activity or business in any Sanctioned Country or for the purpose of funding any activity or business of or with any Sanctioned Person, absent valid and effective licenses and permits issued by the government of the United States or otherwise in accordance with applicable laws, or in any other manner that will result in any violation by any Lender, any Issuing Bank or the Agent of any Sanctions.

(c) The Company and the Restricted Subsidiaries are in compliance with (i) the Patriot Act, (ii) Anti-Corruption Laws and applicable anti-terrorism and anti-money laundering laws (other than the Patriot Act) and (iii) all applicable Sanctions, in the case of clause (ii) in all material respects, in each case, other than to the extent compliance would result in a violation of Council Regulation (EC) No 2271/96, as amended (or any implementing law or regulation in any member state of the European Union or the United Kingdom).

(d) The Company and the Restricted Subsidiaries are in compliance with all laws, regulations and orders and have all requisite governmental licenses, authorizations, consents and approvals to operate their respective business, except for any such non-compliance or failure to have which would not reasonably be likely to have a Material Adverse Effect.

Section 4.17 ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. As of the most recent valuation date for any Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Company nor any ERISA Affiliate knows of any facts or circumstances that would reasonably be expected to result in the funding attainment percentage dropping below 60% as of the most recent valuation date.

Section 4.18 Security Interest in Collateral. The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable (subject to applicable bankruptcy, insolvency, reorganization, moratorium, capital impairment, recognition of judgments, recognition of choice of law, enforcement of judgments or other similar laws or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law) security interest in the Collateral (as defined in the Guarantee and Collateral Agreement).

(b) (1) When any Pledged Collateral (as defined in the Guarantee and Collateral Agreement) constituting “certificated securities” (as defined in the UCC) is delivered to the Collateral Agent, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Person, other than with respect to non-consensual Liens expressly permitted by Section 6.01, and (2) when the financing statements in appropriate form describing the Collateral as “all assets” or using language of similar import or otherwise containing a reasonable description of the Collateral are filed in the offices specified in the Perfection Certificate, the Lien created under the Guarantee and Collateral Agreement in the Collateral that may be perfected by the filing of a financing statement in such office will constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.01.

(c) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Company and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form referenced in Section 4.18(b) filed in the offices specified in the Perfection Certificate, the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in the United States registered or applied-for Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Collateral to the extent a security interest may be perfected by recording a security interest with the United States Patent and Trademark Office or United States Copyright Office, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.01 (it being understood and agreed that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and issued patents, copyright, trademark and patent applications and registered copyrights acquired or filed by the Loan Parties after the date hereof).

(d) Each Mortgage is in form sufficient to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable (subject to applicable bankruptcy, insolvency, reorganization, moratorium, capital impairment, recognition of judgments, recognition of choice of law, enforcement of judgments or other similar laws or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law) first priority Lien on all of the applicable Loan Party’s right, title and interest in and to the Mortgaged Property described therein and the proceeds thereof, and when such Mortgage is executed, delivered and filed in the offices specified in Perfection Certificate, such Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of such Loan Party in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.01.

Section 4.19 Labor Matters. As of the Closing Date, there are no strikes, lockouts or slowdowns against the Company or any of the Restricted Subsidiaries pending or, to the knowledge of the Company, threatened, except as would not reasonably be expected, individually or in the aggregate, to result in a

Material Adverse Effect. Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (a) the hours worked by and payments made to employees of each of the Company and the Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters; and (b) all payments due from each of the Company and the Restricted Subsidiaries, or for which any claim may be made against the Company or any of the Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of the Company or such Restricted Subsidiary in accordance with GAAP (or, in the case of any Restricted Subsidiary organized in a non-U.S. jurisdiction, at its sole discretion, IFRS).

Section 4.20 Representations as to Foreign Borrowers.

(a) Each Foreign Borrower is subject to civil and commercial laws with respect to its obligations under the Loan Documents to which it is a party (collectively as to such Foreign Borrower, the “Applicable Foreign Borrower Documents”), and the execution, delivery and performance by such Foreign Borrower of the Applicable Foreign Borrower Documents constitute and will constitute private and commercial acts and not public or governmental acts. Neither such Foreign Borrower nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Foreign Borrower is organized and existing in respect of its obligations under the Applicable Foreign Borrower Documents.

(b) The Applicable Foreign Borrower Documents are in proper legal form under the laws of the jurisdiction in which such Foreign Borrower is organized and existing for the enforcement thereof against such Foreign Borrower under the laws of such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Borrower Documents. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Borrower Documents that the Applicable Foreign Borrower Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Borrower is organized and existing or that any registration charge or stamp or similar Tax be paid on or in respect of the Applicable Foreign Borrower Documents or any other document, except for (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the Applicable Foreign Borrower Document or any other document is sought to be enforced and (ii) any charge or Tax as has been timely paid.

(c) There is no Tax imposed by any Governmental Authority in or of the jurisdiction in which such Foreign Borrower is organized and existing on or by virtue of the execution or delivery of the Applicable Foreign Borrower Documents.

(d) There is no Tax imposed by any Governmental Authority in or of the jurisdiction in which such Foreign Borrower is organized and existing (other than the United Kingdom) on any payment to be made by such Foreign Borrower pursuant to the Applicable Foreign Borrower Documents, except as has been disclosed to the Administrative Agent.

(e) There is no UK Tax Deduction required to be made from any payment by a Foreign Borrower pursuant to the Applicable Foreign Borrower Documents to a Lender which is:

(i) a UK Qualifying Lender:

(A) falling within paragraph (a)(i) of the definition of “UK Qualifying Lender”; or

(B) except where a Direction has been given under section 931 of the ITA in relation to the payment concerned, falling within paragraph (a)(ii) of the definition of “UK Qualifying Lender”; or

(C) falling within paragraph (b) of the definition of UK Qualifying Lender; or

(ii) a UK Treaty Lender and the payment is one specified in a direction given by the Commissioners of Revenue & Customs under Regulation 2 of the Double Taxation Relief (Taxes on Income) (General) Regulations 1970 (SI 1970/488).

(f) The execution, delivery and performance of the Applicable Foreign Borrower Documents executed by such Foreign Borrower are, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided, that any notification or authorization described in this clause (ii) shall be made or obtained as soon as is reasonably practicable).

ARTICLE V
AFFIRMATIVE COVENANTS OF THE LOAN PARTIES

So long as any Loan or any other Loan Document Obligation (other than contingent indemnification and expense obligations as to which no claim or demand has been asserted), shall remain unpaid or unsatisfied, any Letter of Credit is outstanding (except as has been Cash Collateralized) or any Lender shall have any Commitment hereunder, the Company will:

Section 5.01 Compliance with Laws. Comply, and cause each of its subsidiaries to comply, with all applicable laws, rules, regulations and orders, such compliance to include compliance with ERISA, Environmental Laws, Anti-Corruption Laws, applicable anti-terrorism and anti-money laundering laws and Sanctions, except to the extent such non-compliance would not be reasonably expected to have a Material Adverse Effect.

(b) Maintain, and cause each of its subsidiaries to maintain, policies and procedures reasonably designed to promote and achieve compliance with Anti-Corruption Laws, applicable antiterrorism and anti-money laundering laws and Sanctions.

Section 5.02 Maintenance of Insurance. Maintain, and cause each of the Restricted Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations in such amounts (with no greater risk retention and after giving effect to any self-insurance plans reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Company and the Restricted Subsidiaries and which plans require adequate reserves for risks that are self-insured) and covering such risks as is usually carried by companies engaged in the same or similar businesses operating in the same or similar locations.

(b) Within the time period specified on Schedule 5.11 (unless a later date is otherwise agreed to by the Agent in its sole discretion), cause all such policies covering any Collateral to be endorsed or otherwise amended to include a customary lender’s loss payable endorsement or to name the Collateral Agent as an additional insured, as applicable, in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent and to contain such other provisions as the Administrative Agent or the Collateral Agent may reasonably require from time to time to protect their interests; upon reasonable request, deliver original or certified copies of all such policies to the Collateral Agent.

(c) If at any time the area in which the improvements with respect to any Mortgaged Property are located is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and flood insurance is available in the community in which the property is located, obtain flood insurance in an amount sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Laws and otherwise reasonably acceptable to the Collateral Agent.

Section 5.03 Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of the Restricted Subsidiaries to preserve and maintain, its legal existence and material rights (charter and statutory) and franchises; provided, however, that the Company and the Restricted Subsidiaries may consummate any transaction permitted under Article VI; provided, further, that neither the Company nor any of the Restricted Subsidiaries shall be required to preserve any right or franchise if the Company or such Restricted Subsidiary shall determine that preservation thereof is no longer desirable in the conduct of the business of the Company or such Restricted Subsidiary, as the case may be, and that the loss thereof could not reasonably be expected to result in a Material Adverse Effect.

Section 5.04 Visitation Rights. At any reasonable time and from time to time, and with reasonable prior notice (but not more than once per calendar year unless there is a continuing Event of Default), permit the Agent or, during the continuance of an Event of Default, any of the Lenders (or any agents or representatives thereof) to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Company and any of the Restricted Subsidiaries, and to discuss the affairs, finances and accounts of the Company and any of the Restricted Subsidiaries with any of their officers or directors and with their independent certified public accountants (subject to such accountants’ customary policies and procedures) all at such reasonable times during normal business hours; provided, that the Company may, if it chooses, be present at any such discussions; provided, further, that the foregoing shall be subject to compliance with applicable security regulations of any Governmental Authority and shall not require the Company or any Restricted Subsidiary to permit inspection of any properties or financial or operating records (a) to an extent that would require the Company or any of the Restricted Subsidiaries to reveal any of its trade secrets, research data or proprietary information, (b) in respect of which disclosure to the Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work product.

Section 5.05 Keeping of Books. Keep, and cause each of the Restricted Subsidiaries to keep, proper books of record and account, in which entries that are full and correct in all material respects shall be made of all financial transactions and the assets and business of the Company and each such Restricted Subsidiary in accordance with GAAP (or, in the case of any Restricted Subsidiary organized in a non-U.S. jurisdiction, at its sole discretion, IFRS) in effect from time to time.

Section 5.06 Maintenance of Properties, Etc. Maintain and preserve, and cause each of the Restricted Subsidiaries to maintain and preserve, all of its tangible properties that are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear and, subject to casualty and condemnation Dispositions permitted pursuant to Section 6.12, casualty and condemnation excepted and except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect or as otherwise expressly permitted by Section 6.12.

Section 5.07 Reporting Requirements. Furnish to the Agent for further distribution to the Lenders, including Public-Siders:

(a) within forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Company, commencing with the fiscal quarter ended March 31, 2022, a Consolidated

balance sheet of the Consolidated Group as of the end of such quarter and Consolidated statements of income, comprehensive income and cash flows of the Consolidated Group for such fiscal quarter and for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, duly certified by a Financial Officer of the Company as having been prepared in accordance with GAAP (subject to the absence of footnotes and year-end audit adjustments), together with a customary management discussion and analysis (in form typically prepared by the Company) of the financial performance of the Consolidated Group, and certificates of a Financial Officer of the Company as to compliance with the terms of the Loan Documents and setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 6.15 and the applicable pricing level with respect to the Applicable Margin and Applicable Percentage (the “Quarterly Compliance Certificate”);

(b) within ninety (90) days after the end of each fiscal year of the Company, commencing with the fiscal year ended December 31, 2021, a copy of the annual audit report for such year for the Consolidated Group, containing a Consolidated balance sheet of the Consolidated Group as of the end of such fiscal year and Consolidated statements of income, comprehensive income, stockholders’ equity and cash flows of the Consolidated Group for such fiscal year prepared in accordance with GAAP, in each case audited and accompanied by an unqualified report and opinion by Deloitte & Touche LLP or other independent public accountants of recognized national standing, together with a customary management discussion and analysis (in form typically prepared by the Company) of the financial performance of the Consolidated Group, and certificates of a Financial Officer of the Company as to (x) compliance with the terms of the Loan Documents, including setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 6.15 and the applicable pricing level with respect to the Applicable Margin and Applicable Percentage (the “Annual Compliance Certificate”);

(c) as soon as possible and in any event within five Business Days after the Company or any Restricted Subsidiary has obtained knowledge of the occurrence of any Default, a statement of a Financial Officer of the Company setting forth details of each Default continuing on the date of such statement and the action that the Company has taken and proposes to take with respect thereto;

(d) as promptly as practicable after a Responsible Officer of the Company has obtained knowledge thereof, notice of the commencement of all actions and proceedings before any court, Governmental Authority or arbitrator affecting the Consolidated Group of the type described in Section 4.07;

(e) (i) such other information respecting the Consolidated Group, or compliance with the terms of the Loan Documents, as any Lender through the Agent may from time to time reasonably request, and (ii) all documentation and other information that any Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, which may include, for the avoidance of doubt, a duly executed IRS Form W-9 or other applicable tax form and a certification regarding individual beneficial ownership solely to the extent expressly required by the Beneficial Ownership Regulation;

(f) as promptly as practicable after a Responsible Officer of the Company has obtained knowledge thereof, written notice of (i) any development that has resulted or would reasonably be expected to result in a Material Adverse Effect and (ii) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to have a Material Adverse Effect; and

(g) following any Sustainability Adjustment Amendment Effective Date, no later than the date of commencement of each Sustainability Margin Adjustment Period (such day, the “Sustainability Pricing Adjustment Date”), (i) a Pricing Certificate for the appropriate KPI Metrics Reference Period;

provided, that, for any Sustainability Pricing Adjustment Date, the failure to deliver a Pricing Certificate shall not constitute a Default or Event of Default, as applicable; it being understood and agreed that if no such Pricing Certificate is delivered before the appropriate Sustainability Pricing Adjustment Date, the Sustainability Margin Adjustment Amount shall be increased to the applicable amounts as if the KPI Metric Targets were not satisfied and (ii) such other information regarding sustainability matters and practices of the Borrowers or any Subsidiary (including with respect to corporate governance, environmental, social and employee matters, respect for human rights, anti-corruption and anti-bribery) to the extent reasonably related to the then applicable KPI Metrics as the Administrative Agent or any Lender may reasonably request for purposes of compliance with any legal or regulatory requirement applicable to it. For the avoidance of doubt, only one (1) Pricing Certificate may be delivered in respect of any calendar year and no Pricing Certificate may be delivered prior to a Sustainability Adjustment Amendment Effective Date.

Documents required to be delivered pursuant to Section 5.07(a) or (b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which such materials are publicly available as posted on the SEC’s Electronic Data Gathering, Analysis and Retrieval system (EDGAR); or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether made available by the Administrative Agent); provided, that in the case of the foregoing clause (ii), the Company shall notify the Administrative Agent (by fax or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of copies of such documents to it and maintaining its copies of such documents. Information required to be delivered pursuant to this Section 5.07 may also be delivered by electronic communications pursuant to procedures approved by the Agent.

In the event there are one or more Unrestricted Subsidiaries and the aggregate assets (excluding the proceeds of Escrow Debt) or revenues of all Unrestricted Subsidiaries, determined in accordance with GAAP, as of the end of or for any fiscal quarter or fiscal year of the Company, exceeds 5% of Total Assets or Consolidated revenues, respectively, of the Company and the Restricted Subsidiaries on a Consolidated basis as of the end of any fiscal quarter or fiscal year of the Company, the financial statements furnished pursuant to clauses (a) or (b) of this Section 5.07 with respect to such fiscal quarter or year, as applicable, shall be accompanied by reconciliation statements reasonably satisfactory to the Agent, certified by a Financial Officer of the Company, setting forth the adjustments required to remove the effects of the Unrestricted Subsidiaries from such financial statements.

The information required to be delivered by clauses (a) and (b) of this Section 5.07 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports or other reports containing such information, shall have been posted by the Agent on a Platform to which the Lenders have been granted access. Information required to be delivered pursuant to this Section 5.07 may also be delivered by electronic communications pursuant to procedures approved by the Agent.

Section 5.08 Use of Proceeds. Use the proceeds of any Loans in accordance with Section 2.18 or any applicable Refinancing Amendment or Incremental Assumption Agreement, as applicable; provided, that (x) no part of the proceeds of any Loan will be used in violation of applicable law or, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any margin stock or for any other purposes that entails a violation (including on the part of any Lender) of any regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X, and (y) no Borrower will request any Borrowing or Letter of Credit, and no Borrower shall use, and each

Borrower shall procure that its subsidiaries and their respective directors, officers, employees and agents shall not use, directly or knowingly indirectly, the proceeds of any Loan or any Letter of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person or otherwise in violation of any applicable Anti-Corruption Laws or applicable anti-terrorism or anti-money laundering laws or (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country or in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Section 5.09 Regulatory Approvals. Maintain, and cause each of the Restricted Subsidiaries to, maintain all material licenses, permits, authorizations and regulatory approvals necessary to conduct its business and to comply with all applicable laws and regulations, except for such non-maintenance or non-compliance as would not be reasonably expected to have a Material Adverse Effect.

Section 5.10 Further Assurances. Execute any and all further documents, financing statements, agreements and instruments, and take all further action (including filing UCC and other financing statements, mortgages and deeds of trust and any applicable flood documentation) that may be required under applicable law, or that the Required Lenders or the Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and, if applicable, in order to grant, preserve, protect and perfect the validity and first priority (subject to any Liens permitted under Section 6.01) of the security interests created or intended to be created by the Security and Guarantee Documents.

(b) If, following the Closing Date, any Domestic Restricted Subsidiary (other than an Excluded Subsidiary) is acquired or organized by any Loan Party (including the formation of any such Domestic Restricted Subsidiary that is a Divided LLC), the Company shall promptly (and in any event within sixty (60) days (or such longer period as the Collateral Agent shall agree) of such event) (i) notify the Collateral Agent thereof, (ii) cause such Domestic Restricted Subsidiary to become a Loan Party by executing the Guarantee and Collateral Agreement (or a supplement thereto in the form specified therein), (iii) cause the Equity Interest of such Domestic Restricted Subsidiary and the Equity Interest of any Subsidiary owned directly by such Domestic Restricted Subsidiary (limited to, in the case of any Foreign Subsidiary or CFC Holdco directly owned by such Domestic Restricted Subsidiary, 65% of the voting and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco), to be pledged to the Collateral Agent on a first priority basis and deliver to the Collateral Agent all certificates representing such Equity Interests, together with stock powers or other instruments of transfer with respect thereto endorsed in blank to the extent required by the Security and Guarantee Documents, (iv) cause all documents and instruments, including UCC financing statements and Mortgages, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security and Guarantee Documents and perfect or record such Liens to the extent, and with the priority, required by the Security and Guarantee Documents, to be filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording, (v) cause each Loan Party to take all other action required under the Security and Guarantee Documents or reasonably requested by the Collateral Agent to perfect, register and/or record the Liens granted by it thereunder and (vi) cause to be delivered to the Collateral Agent all such instruments and documents (including legal opinions, Perfection Certificate, title insurance policies and lien searches) as the Collateral Agent shall reasonably request to evidence compliance with this Section 5.10.

(c) If any fee owned real property is acquired by any Loan Party after the Closing Date or is held by any Person that becomes a Loan Party after the Closing Date, having a fair market value (as determined by the Company in good faith) in excess of $15,000,000 the Company will notify the Collateral Agent thereof, and, if requested by the Collateral Agent or the Required Lenders, the Company will, no later than 90 days after such acquisition (or such longer period as the Collateral Agent shall agree), cause such assets to be subjected to a Lien securing the Facilities and will take such actions as shall be requested

by the Collateral Agent to grant and perfect such Liens, including the satisfaction of the Real Estate Collateral Requirements, all at the expense of the Company.

(d) Furnish to the Agent (x) prompt written notice of any change in (1) the jurisdiction of organization or formation of any Loan Party, (2) any Loan Party’s identity or corporate structure or (3) any Loan Party’s chief executive office and (y) within 30 days (or such later date as may be agreed by the Agent) after the occurrence thereof, written notice of any change in (1) the exact legal name of any Loan Party or (2) any Loan Party’s Federal Taxpayer Identification Number. The Company agrees not to effect or permit any change referred to in clause (x) of the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest, with the priority required by the Security and Guarantee Documents, in all the Collateral. The Company also agrees promptly to notify the Agent if any material portion of the Collateral is damaged or destroyed or the subject of any other casualty or condemnation event.

(e) Notwithstanding anything to the contrary herein or in any other Loan Document, it is understood and agreed that:

(i) no Loan Party shall be required to seek any landlord waiver, bailee letter, estoppel, warehouseman waiver or other collateral access, lien waiver or similar letter or agreement;

(ii) no action shall be required to perfect any Lien with respect to Excluded Property;

(iii) no Loan Party shall be required to perfect a security interest in any asset to the extent perfection of a security interest in such asset would be prohibited under any applicable law;

(iv) the Administrative Agent shall not require the taking of a Lien on, or require the perfection of any Lien granted in, those assets as to which the cost, burden, difficulty or consequence of obtaining or perfecting such Lien (including any mortgage, stamp, intangibles or other Tax or expenses relating to such Lien) is excessive in relation to the benefit to the Lenders of the security afforded thereby as reasonably determined by the Company and the Administrative Agent;

(v) no Loan Party shall be required to enter into any Security and Guarantee Document governed by the law of a non-U.S. Jurisdiction and no actions in any non-U.S. Jurisdiction or required by the laws of any non-U.S. Jurisdiction shall be required to be taken in order to grant or perfect a security interest in any of the Collateral;

(vi) no Loan Party that is an Excluded Subsidiary shall be required to enter into any Security and Guarantee Document; and

(vii) control agreements shall not be required with respect to any deposit accounts, securities accounts or commodities accounts.

Section 5.11 Post-Closing Obligations. The Company shall deliver or cause to be delivered all documents and perform or cause to be performed all actions, if any, set forth on Schedule 5.11 within the time periods specified on Schedule 5.11 (unless a later date is otherwise agreed to by the Agent in its sole discretion).

Section 5.12 Lender Conference Calls. If requested by the Administrative Agent, following the end of each fiscal quarter and fiscal year for which financial statements have been delivered pursuant to Section 5.07(a) or (b), as applicable, hold a conference call (at a time mutually agreed upon by the Company and the Administrative Agent but, in any event, no later than 20 Business Days following the delivery of such financial statements) with all Lenders who choose to attend such conference call, at which conference call the financial results of the previous fiscal quarter or fiscal year, as applicable, and the financial condition of the Company and its Subsidiaries shall be reviewed; provided, that the requirement set forth in this Section 5.12 may be satisfied with a public earnings call of the Company to the extent held no later than the deadline for such call set forth above.

Section 5.13 Payment of Taxes. Pay, and cause each Restricted Subsidiary to pay, its Tax liabilities before the same shall become delinquent or in default, except where (i) the validity or amount thereof is being contested in good faith by appropriate proceedings and the Company or such Restricted Subsidiary has set aside on its books adequate reserves therefor in accordance with GAAP (or, in the case of any Restricted Subsidiary organized in a non-U.S. jurisdiction, at its sole discretion, IFRS) or (ii) the failure to make payment could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

ARTICLE VI
NEGATIVE COVENANTS OF THE LOAN PARTIES

So long as any Loan or any other Loan Document Obligation (other than contingent indemnification and expense obligations as to which no claim or demand has been asserted) shall remain unpaid or unsatisfied, any Letter of Credit is outstanding (except as has been Cash Collateralized) or any Lender shall have any Commitment hereunder:

Section 6.01 Liens. The Company will not create or suffer to exist, or permit any of the Restricted Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties or assets (including Equity Interests or other securities of any Person), whether now owned or hereafter acquired, or assign, or permit any of the Restricted Subsidiaries to assign, any right to receive income, other than:

(a) (i) Liens pursuant to any Loan Document, (ii) Permitted Liens and (iii) Liens on property and assets constituting Collateral securing obligations incurred under Sections 6.09(a)(ii);

(b) (i) Liens on any of the assets of the Company or any of the Restricted Subsidiaries, created solely to secure obligations incurred to finance the refurbishment, improvement or construction of such asset, which obligations are incurred no later than nine (9) months after completion of such refurbishment, improvement or construction, and all renewals, extensions, refinancings, replacements or refundings of such obligations and (ii)(A) Liens given to secure the payment of the purchase price incurred in connection with the acquisition (including acquisition through merger or consolidation) of assets (including shares of stock), including Capital Lease transactions in connection with any such acquisition, and (B) Liens existing on assets at the time of acquisition thereof or at the time of acquisition by the Company or any of the Restricted Subsidiaries of any Person then owning such assets whether or not such existing Liens were given to secure the payment of the purchase price of the assets to which they attach; provided, that, with respect to clause (ii)(A), the Liens shall be given within nine (9) months after such acquisition and shall attach solely to the property acquired or purchased and any improvements then or thereafter placed thereon; provided,further, that the Liens permitted by this clause (b) shall only secure Indebtedness incurred under Sections 6.09(c) or (d) and any Permitted Refinancing thereof;

(c) the Liens existing on the Closing Date and described on Schedule 6.01(c) hereto;

(d) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Restricted Subsidiary or becomes a Restricted Subsidiary; provided, that (i) such Liens were not created in contemplation of such merger, consolidation or acquisition and (ii) do not extend to any assets other than those of the Person so merged into or consolidated with the Company or such Restricted Subsidiary or acquired by the Company or such Restricted Subsidiary (other than the proceeds or products thereof and after-acquired property of and Equity Interests in such acquired Restricted Subsidiary subjected to a Lien pursuant to the terms existing at the time of such acquisition);

(e) other Liens securing Indebtedness or other obligations; provided, that the aggregate principal amount of the Indebtedness or other obligations then outstanding and secured by the Liens referred to in this clause (e) shall not exceed the greater of $75,000,000 and 18.75% of LTM EBITDA at any time; provided,further, that, to the extent any Liens are incurred under this clause (e) to secure any Indebtedness or other obligations with any of the Collateral, such Indebtedness shall be subject to a Market Intercreditor Agreement reasonably satisfactory to the Agent providing for such Indebtedness or other obligations to be secured with the applicable Obligations on a junior basis to the Liens securing such Obligations;

(f) Liens encumbering customary initial deposits and margin deposits and other Liens in the Ordinary Course of Business of the Company and the Restricted Subsidiaries, in each case securing obligations under Hedge Agreements and forward contracts, options, futures contracts, futures options, equity hedges or similar agreements or arrangements designed to protect from fluctuations in interest rates, currencies, equities or the price of commodities; provided,further, that the aggregate principal amount of the obligations secured by the Liens referred to in this clause (f) shall not exceed $25,000,000 at any time outstanding;

(g) [reserved];

(h) licenses, sublicenses, leases or subleases (or other grants of rights to use or exploit) of IP Rights (i) existing on the date hereof, (ii) between or among the Company and the Restricted Subsidiaries or between or among the Restricted Subsidiaries, or (iii) granted to others in the Ordinary Course of Business not interfering in any material respect with the business of the Company and the Restricted Subsidiaries, taken as a whole;

(i) the replacement, extension or renewal of any Lien permitted by clause (c) or (d) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby;

(j) [reserved];

(k) Liens (i)(A) on advances of cash or Cash Equivalents in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.08 to be applied against the purchase price for such Investment, and (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.12 (other than Section 6.12(b)(i)), in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien or on the date of any contract for such Investment or Disposition and (ii) on cash earnest money deposits made by the Company or any Restricted Subsidiary in connection with any letter of intent or purchase agreement permitted hereunder;

(l) Liens (i) on Equity Interests in joint ventures or Unrestricted Subsidiaries; provided, such Liens secure Indebtedness of such joint venture or Unrestricted Subsidiary, as applicable, (ii) consisting of customary rights of first refusal and tag, drag and similar rights in joint venture agreements

and agreements with respect to non-wholly owned Subsidiaries and (iii) consisting of any encumbrance or restriction (including put and call arrangements) in favor of a joint venture party with respect to Equity Interests of, or assets owned by, any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(m) Liens on property constituting Collateral of the Loan Parties securing obligations issued or incurred under Incremental Equivalent Debt and any Permitted Refinancing in respect thereof; provided, that (x) at the time of incurrence thereof such obligations are permitted to be secured pursuant to the definitions of Incremental Equivalent Debt or Permitted Refinancing in respect thereof, as applicable, and (y) such Indebtedness is subject to a Market Intercreditor Agreement reasonably satisfactory to the Agent;

(n) Liens on assets of Restricted Subsidiaries that are not Loan Parties (including capital stock owned by such Persons) securing Indebtedness of Restricted Subsidiaries that are not Loan Parties permitted pursuant to Section 6.09;

(o) Liens on deposits or other amounts held in escrow to secure contractual payments (contingent or otherwise) payable by the Company or the Restricted Subsidiaries to a seller after the consummation of a Permitted Acquisition;

(p) Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness to the extent such defeasance, discharge or redemption is not prohibited by the Loan Documents;

(q) (i) deposits of cash with the owner or lessor of premises leased or operated by the Company or any of the Restricted Subsidiaries and (ii) cash collateral on deposit with banks or other financial institutions issuing letters of credit (or backstopping such letters of credit) or other equivalent bank guarantees issued naming as beneficiaries the owners or lessors of premises leased or operated by the Company or any of the Restricted Subsidiaries, in each case in the Ordinary Course of Business of the Company and such Restricted Subsidiaries to secure the performance of the Company’s or such Restricted Subsidiary’s obligations under the terms of the lease for such premises; and

(r) Liens on the proceeds of Escrow Debt and any interest thereof, securing the applicable Escrow Debt.

Section 6.02 Change in Fiscal Year. The Company will not make or permit, or permit any of the Restricted Subsidiaries to make or permit, its fiscal year to end on a date other than December 31 in each year.

Section 6.03 Change in Nature of Business. The Company will not make any material change in the nature of the business of the Company and the Restricted Subsidiaries, taken as a whole, from the business as carried out by the Company and the Restricted Subsidiaries on the Closing Date; it being understood and agreed that this Section 6.03 shall not prohibit members of the Consolidated Group from conducting any business or business activities incidental or related to the business as carried out by the Company and the Restricted Subsidiaries on the Closing Date or any business or activity that is reasonably similar, related, ancillary or complementary thereto or a reasonable extension, development or expansion thereof or ancillary thereto as determined by the Company in good faith (any such business, a “Related Business”).

Section 6.04 [Reserved].

Section 6.05 Hedge Agreements. The Company will not, nor will it permit any Restricted Subsidiary to, enter into any Hedge Agreement, except (a) Hedge Agreements entered into to hedge or mitigate risks to which the Company or any Restricted Subsidiary has actual or potential exposure (other than those in respect of Equity Interests of the Company), except as may be related to convertible indebtedness, including to hedge or mitigate foreign currency and commodity price risks (including, for the avoidance of doubt, any net investment hedges), (b) Hedge Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or Investment of the Company or any Restricted Subsidiary and (c) to the extent constituting a Hedge Agreement, any accelerated share repurchase contract, prepaid forward purchase contract or similar contract with respect to the purchase by the Company of its Equity Interest, which purchase is permitted by Section 6.06.

Section 6.06 Restricted Payments. Except for transactions between or among Loan Parties, the Company will not (nor will it permit any of the Restricted Subsidiaries to) make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of Equity Interests of the Company or any of the Restricted Subsidiaries, or purchase, redeem or otherwise acquire for value (or permit any of the Restricted Subsidiaries to do so) any shares of any class of Equity Interests of the Company or any of the Restricted Subsidiaries or any warrants, rights or options to acquire any such shares, now or hereafter outstanding (collectively, “Restricted Payments”), except that:

(a) each Restricted Subsidiary may (i) make Restricted Payments to the Company and to Restricted Subsidiaries that directly or indirectly own Equity Interests of such Restricted Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Company and any of its Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary on a pro rata basis to the holders of its Equity Interests or on a greater than ratable basis to the extent such greater payments are made solely to the Company or a Restricted Subsidiary) and (ii) declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests) of such Person;

(b) to the extent constituting Restricted Payments, the Company and the Restricted Subsidiaries may enter into transactions expressly permitted by Sections 6.08, 6.11 and 6.12 (other than Section 6.12(b));

(c) the Company and the Restricted Subsidiaries may make additional Restricted Payments in an aggregate amount not to exceed the portion, if any, of the Available Amount as of such time that the Company elects to apply to this Section 6.06(c); provided, that (i) before and after giving effect to any such Restricted Payment, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) after giving effect to any such Restricted Payment, the Total Leverage Ratio is equal to or less than 3.50 to 1.00 on a pro forma basis after giving effect to such Restricted Payment and the pro forma adjustments described in Section 1.07;

(d) the Company and the Restricted Subsidiaries may make Restricted Payments under this clause (d) in an aggregate amount (taken together) not to exceed in any fiscal quarter the greater of (x) 5% of LTM EBITDA and (y) $20,000,000; provided, that no Event of Default shall have occurred and be continuing or would result therefrom;

(e) the Company may pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Company (including related stock appreciation rights or similar securities) held by any future, present or former director, officer, member of management, employee or consultant of the Company or any of the Subsidiaries (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing); provided, that the

aggregate amount of Restricted Payments made under this clause (E) in any fiscal year does not exceed (x) $25,000,000 (the “Yearly Limit”) plus (y) the portion of the Yearly Limit from the immediately preceding fiscal year (not including any fiscal year ending prior to 2020) which was not expended by the Company for Restricted Payments in such fiscal year (the “Carryover Amount” and in calculating the Carryover Amount for any fiscal year, the Yearly Limit applicable to the previous fiscal year shall be deemed to have been utilized first by any Restricted Payments made under this clause (e) in such fiscal year);

(f) the Company may repurchase Equity Interests of the Company upon the cashless exercise of stock options, warrants or other convertible securities as a result of the Company accepting such options, warrants or other convertible securities as satisfaction of the exercise price of such Equity Interests;

(g) the Company and any Restricted Subsidiary may pay cash payments in lieu of fractional shares in connection with (i) any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) or (ii) the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Company or any of the Subsidiaries;

(h) the Company and any Restricted Subsidiary may make repurchases of Equity Interests deemed to occur upon the non-cash exercise or a vesting event of Equity Interests to pay Taxes related to the exercise of such Equity Interests;

(i) the Company and the Restricted Subsidiaries may make any additional Restricted Payments so long as (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio is equal to or less than 3.50 to 1.00 on a pro forma basis after giving effect to such Restricted Payment and the pro forma adjustments described in Section 1.07; and

(j) the Company and the Restricted Subsidiaries may make other Restricted Payments, so long as no Event of Default has occurred and is continuing or would result therefrom; provided, that the aggregate amount of all Restricted Payments made pursuant to this clause (j) shall not exceed the greater of $100,000,000 and 25% of LTM EBITDA.

Section 6.07 Negative Pledge. The Company will not enter into or suffer to exist, or permit any of the Restricted Subsidiaries to enter into or suffer to exist, any agreement (other than the Loan Documents) that prohibits or imposes any conditions upon the ability of the Company or any Restricted Subsidiary that is or is required to be a Loan Party to create, incur or permit to exist any Lien upon any of its property or assets in favor of the Collateral Agent (or any agent or designee of the Collateral Agent) for the benefit of the Secured Parties securing any of the Obligations; provided, that the foregoing shall not apply:

(a) (x) to restrictions and conditions imposed by applicable law, rule, regulation or order or (y) to any customary or reasonable restrictions and conditions contained in any Loan Document or in any document governing any Swap Obligations, any 2026 Notes, any Refinancing Notes, any Refinancing Junior Loan, any Incremental Equivalent Debt or any Permitted Refinancing in respect of any of the foregoing;

(b) to customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.12 pending such Dispositions;

(c) to customary provisions in leases and other contracts, restricting the assignment, subletting or other transfer thereof (including the granting of any Lien);

(d) to restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the Ordinary Course of Business;

(e) if such restrictions and conditions were binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the Closing Date or assets owned by any Restricted Subsidiary on the Closing Date), so long as such restrictions or conditions were not entered into in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired;

(f) to customary provisions in joint venture agreements and other similar agreements applicable to joint ventures, in each case not prohibited by this Agreement, that restrict the transfer of assets of, or ownership interests in the joint venture;

(g) to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereon;

(h) to customary restrictions that arise in connection with any Lien permitted by Section 6.01 on any asset or property that is not, and is not required to be, Collateral that relates to the asset or property subject to such Lien; and

(i) to any restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (h) above; provided, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Company, no more restrictive with respect to such restrictions taken as a whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Section 6.08 Investments, Loans and Advances. The Company will not (nor will it permit any of the Restricted Subsidiaries to) make, hold or acquire any Investments, except:

(a) (i) Investments existing on, or contractually committed as of, the date hereof and set forth on Schedule 6.08(a); (ii) Investments by the Company and the Restricted Subsidiaries existing on the Closing Date in the Company or any Restricted Subsidiary and (iii) additional Investments by the Company and the Restricted Subsidiaries in the Company or any Restricted Subsidiary and any modification, replacement, renewal or extension of the foregoing;

(b) Investments in the form of cash, Cash Equivalents and Investments that were Cash Equivalents when such Investments were made;

(c) guarantees of Indebtedness of the Company or any Restricted Subsidiary permitted by Section 6.09 (other than Section 6.09(j)); provided, that if the Indebtedness is subordinated, the guarantee of such Indebtedness is subordinated on the same terms;

(d) loans or advances made by the Company to any of the Restricted Subsidiaries and made by any of the Restricted Subsidiaries to the Company or any Restricted Subsidiary; provided, that any such loans and advances made by a Loan Party shall be evidenced by a promissory note or global intercompany note pledged pursuant to the Security and Guarantee Documents;

(e) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with customers, suppliers or other Persons, in each case in the Ordinary Course of Business of the Company and the Restricted Subsidiaries;

(f) notes and other non-cash consideration received as part of the purchase price of assets subject to a Disposition permitted by Section 6.12 (other than Sections 6.12(b)(ii) and (f));

(g) advances or extensions of trade credit in the Ordinary Course of Business;

(h) the Company and the Restricted Subsidiaries may make loans and advances in the Ordinary Course of Business to their respective future, present or former officers, directors, employees, members of management or consultants of the Company and the Restricted Subsidiaries so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $5,000,000 in any fiscal year;

(i) [reserved];

(j) the Company or any of the Restricted Subsidiaries may purchase, hold or acquire all or substantially all the assets of a Person or line of business of such Person, or at least a majority of the Equity Interests of a Person (including with respect to an Investment in a Restricted Subsidiary that serves to increase the Company’s or the Restricted Subsidiaries’ respective ownership of Equity Interests therein) (referred to herein as the “Acquired Entity”); provided, that (i) the Acquired Entity shall be in a line of business reasonably similar, ancillary, incidental or reasonably related to or a reasonable expansion of or extension to the business of that of the Company and the Restricted Subsidiaries; (ii) no Event of Default shall have occurred and be continuing at the time the acquisition agreement for such Permitted Acquisition is entered into; and (iii) the Company shall comply with Section 5.10 to the extent applicable (each, a “Permitted Acquisition”);

(k) the Company and the Restricted Subsidiaries may make other Investments, so long as no Event of Default has occurred and is continuing or would result therefrom; provided, that the aggregate amount of all Investments made pursuant to this clause (k) shall not exceed the greater of $100,000,000 and 25% of LTM EBITDA;

(l) the Company and the Restricted Subsidiaries may make additional Investments so long as (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio is equal to or less than 3.50 to 1.00, in each case on a pro forma basis after giving effect to such Investment and the pro forma adjustments described in Section 1.07.

(m) [reserved];

(n) advances of payroll payments to employees in the Ordinary Course of Business;

(o) guarantees by the Company and the Restricted Subsidiaries of leases of the Company and Restricted Subsidiaries (other than Capital Lease Obligations) or of other obligations not constituting Indebtedness, in each case entered into in the Ordinary Course of Business;

(p) Investments (i) consisting of endorsements for collection or deposit, (ii) resulting from pledges and/or deposits permitted by clause (c), (d) and (l) of the definition of Permitted Liens in Section 1.01 and (iii) consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements, in each case, in the Ordinary Course of Business;

(q) any Investments in any Restricted Subsidiary in connection with intercompany cash management arrangements or related activities arising in the Ordinary Course of Business; provided, that any entity that serves to hold cash balances for the purposes of making such advances to Restricted Subsidiaries is a Loan Party;

(r) any acquisition of assets (other than cash and Cash Equivalents) or Equity Interests solely in exchange for the substantially contemporaneous issuance of Equity Interests (other than Disqualified Equity Interests) of the Company;

(s) endorsements of negotiable instruments and documents in the Ordinary Course of Business;

(t) Investments made in connection with the funding of contributions under any non-qualified retirement plan or similar employee compensation plan in an amount not to exceed the amount of compensation expense recognized by the Company and the Restricted Subsidiaries in connection with such plans;

(u) the Company and the Restricted Subsidiaries may make Investments in an aggregate amount not to exceed the portion, if any, of the Available Amount as of such time that the Company elects to apply to this Section 6.08(u); provided, that before and after giving effect to any such Investment, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(v) [reserved];

(w) (i) Investments held by any Restricted Subsidiary acquired after the Closing Date, or of any Person acquired by, or merged into or consolidated or amalgamated with the Company or any Restricted Subsidiary after the Closing Date, in each case as part of an Investment otherwise permitted by this Section 6.08 to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of the relevant acquisition, merger, amalgamation or consolidation and (ii) any modification, replacement, renewal or extension of any Investment permitted under clause (i) of this Section 6.08(w) so long as no such modification, replacement, renewal or extension thereof increases the amount of such Investment except as otherwise permitted by this Article VI; and

(x) Investments in joint ventures or non-wholly owned Subsidiaries in an aggregate amount not to exceed the greater of (x) $50,000,000 and (y) 12.5% of LTM EBITDA.

For purposes of compliance with this Section 6.08, the amount of any Investment shall be the amount actually invested (measured at the time made), without adjustment for subsequent increases or decreases in the value of such Investment but, except to the extent it would increase the Available Amount, giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such other Person with respect thereto (but only to the extent that the aggregate amount of all such returns, distributions and repayments with respect to such Investment does not exceed the principal amount of such Investment).

Section 6.09 Indebtedness. The Company will not (nor will it permit any of the Restricted Subsidiaries to) incur, create, assume or permit to exist any Indebtedness, except:

(a) (i) Indebtedness created hereunder and under the other Loan Documents, and (ii) Indebtedness of the Loan Parties evidenced by Refinancing Notes or Refinancing Junior Loans, and any Permitted Refinancing in respect thereof;

(b) intercompany Indebtedness of the Company and the Restricted Subsidiaries to the extent permitted by Section 6.08(d); provided, that (x) any such Indebtedness owed to a Loan Party shall be evidenced by a promissory note (including a global intercompany note), pledged and delivered to the Agent as additional security for the Obligations of such Loan Party, together with an appropriate allonge or note power and (y) any such Indebtedness owed by a Loan Party to a Restricted Subsidiary that is not a

Loan Party shall be subordinated in right of payment to the Obligations of the Loan Party pursuant to an affiliate subordination agreement reasonably satisfactory to the Agent;

(c) Indebtedness of the Company or any of the Restricted Subsidiaries incurred to finance the acquisition, lease, construction or improvement of any fixed or capital assets, and extensions, renewals, repair, improvement and replacements of any such assets or other Investments permitted hereunder; provided, that (i) such Indebtedness is incurred prior to or within two hundred seventy (270) days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount at any time outstanding of Indebtedness permitted by this Section 6.09(c), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.09(d), shall not exceed the greater of (i) $75,000,000 and (ii) 18.75% of LTM EBITDA at any time outstanding;

(d) Capital Lease Obligations of the Company or any of the Restricted Subsidiaries in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.09(c), not exceeding the greater of (i) $75,000,000 and (ii) 18.75% of LTM EBITDA, and any Permitted Refinancing thereof;

(e) obligations in respect of workers compensation claims, health, disability or other employee benefits, unemployment insurance and other social security laws or regulations or property, casualty or liability insurance and premiums related thereto, self-insurance obligations, obligations in respect of bids, tenders, trade contracts, governmental contracts and leases, statutory obligations, customs, surety, stay, appeal and performance bonds, and performance and completion guarantees and similar obligations incurred by the Company or any Restricted Subsidiary, in each case in the Ordinary Course of Business;

(f) [reserved];

(g) Indebtedness of any Person that becomes a Restricted Subsidiary after the Closing Date or Indebtedness acquired or assumed by the Company or any of the Restricted Subsidiaries in connection with any Permitted Acquisition or other acquisition permitted under Section 6.08; provided, that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary or such asset is acquired and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or such asset being acquired and (ii) immediately before and after such Person becomes a Restricted Subsidiary, no Event of Default shall have occurred and be continuing or would result therefrom and (iii) at the time such Indebtedness is acquired or assumed or such Person becomes a Restricted Subsidiary, the Company and the Restricted Subsidiaries shall be in compliance with the Financial Covenant set forth in Section 6.15 (including after giving effect to any Covenant Holiday Period) after giving pro forma effect to the acquisition or assumption of such Indebtedness and the pro forma adjustments described in Section 1.07 and any Permitted Refinancing thereof;

(h) unsecured Indebtedness of the Company and the Restricted Subsidiaries in an unlimited aggregate amount, so long as after giving pro forma effect to the incurrence of such Indebtedness (and the use of proceeds therefrom) and the pro forma adjustments described in Section 1.07, the Total Leverage Ratio is equal to or less than 3.75 to 1.00; provided, that:

(i) the terms of such Indebtedness are not, when taken as a whole, materially more favorable to the lenders providing such Indebtedness than those applicable to the Facilities or are otherwise on current market terms for such type of Indebtedness;

(ii) the final maturity date of such Indebtedness shall be no earlier than 91 days after the Latest Maturity Date of any of the Facilities outstanding at the time of incurrence of such Indebtedness;

(iii) the aggregate amount of principal payments required to be made on such Indebtedness prior to the date that is 91 days after the Latest Maturity Date of any of the Facilities outstanding at the time of incurrence of such Indebtedness shall not exceed 10% of the original principal amount of such Indebtedness;

(iv) on a pro forma basis after giving effect to the incurrence of such Indebtedness (and the use of proceeds therefrom), no Event of Default shall have occurred and be continuing or would result therefrom; and

(v) the aggregate amount of all such Indebtedness incurred by Restricted Subsidiaries that are not Loan Parties pursuant to this clause (h), when combined with the aggregate principal amount of Indebtedness incurred by (i) Restricted Subsidiaries that are not Loan Parties pursuant to Section 6.09(z) and (ii) Foreign Subsidiaries pursuant to Section 6.09(n), shall not exceed the greater of (1) $75,000,000 and (2) 18.75% of LTM EBITDA;

(i) Indebtedness outstanding as of the Closing Date, as set forth on Schedule 6.09(i) and any Permitted Refinancing thereof;

(j) guarantees by the Company and the Restricted Subsidiaries in respect of Indebtedness otherwise permitted hereunder (if directly incurred by such Person) of the Company and the Restricted Subsidiaries; provided, that in the case of any guarantee by any Loan Party of the obligations of any non-Loan Party, the related Investment is permitted under Section 6.08 (other than Section 6.08(c));

(k) [reserved];

(l) Indebtedness consisting of obligations of the Company or any of the Restricted Subsidiaries under purchase price adjustments and other deferred consideration (e.g., earn-outs, indemnifications, incentive non-competes and other contingent obligations) or other similar arrangements incurred by such Person in connection with any Permitted Acquisition or other Investment permitted under Section 6.08 or any Dispositions permitted under Section 6.12;

(m) [reserved];

(n) Indebtedness of Foreign Subsidiaries in an aggregate amount outstanding which, when combined with the aggregate principal amount of Indebtedness incurred by (i) Restricted Subsidiaries that are not Loan Parties pursuant to Section 6.09(h) and (ii) Restricted Subsidiaries that are not Loan Parties pursuant to Section 6.09(z), shall not exceed the greater of (1) $75,000,000 and (2) 18.75% of LTM EBITDA;

(o) Indebtedness in respect of (i) one or more series of notes issued by the Company that are either (x) senior or subordinated and unsecured or (y) secured by Liens on the Collateral ranking junior to or pari passu with the Liens securing the Obligations, in each case issued in a public offering, Rule 144A or other private placement in lieu of the foregoing (and any Registered Equivalent Notes issued in exchange therefor), and (ii) loans made to the Company that are either (x) senior or subordinated and unsecured or (y) secured by Liens on Collateral ranking junior to the Liens securing the Obligations (any such Indebtedness, “Incremental Equivalent Debt”); provided, that

(i) the aggregate principal amount of all Incremental Equivalent Debt shall not exceed the amount then permitted to be incurred under the Incremental Facility Amount (it being understood and agreed that, solely for purposes of determining the Total Leverage Ratio under the Incremental Facility Amount, (x) any Incremental Equivalent Debt incurred or proposed to be incurred under the Incremental Facility Amount that is unsecured shall nevertheless be deemed to be senior secured debt and (y) any Incremental Equivalent Debt consisting of revolving commitments shall be deemed to be fully drawn on the effective date thereof and the Agent shall have received a certificate demonstrating compliance with the Incremental Facility Amount dated the date of incurrence and executed by a Financial Officer of the Company);

(ii) in the case of Incremental Equivalent Debt that is secured, such Incremental Equivalent Debt shall be subject to a Market Intercreditor Agreement reasonably satisfactory to the Agent,

(iii) (x) the final maturity of any Incremental Equivalent Debt consisting of revolving credit commitments shall be no earlier than the Latest Maturity Date of any Revolving Credit Commitments in effect at the time of incurrence and (y) the final maturity of any other Incremental Equivalent Debt shall be no earlier than the Latest Maturity Date of any Term Loan in effect at the time of the incurrence, issuance or obtainment of such Indebtedness, provided, that this clause (C) shall not apply to any Incremental Equivalent Debt consisting of a customary bridge facility, so long as the long-term Indebtedness into which any such customary bridge facility is to be converted or exchanged satisfies this clause (C),

(iv) the terms of any Incremental Equivalent Debt (other than revolving credit commitments) shall have a Weighted Average Life to Maturity that is no shorter than the then longest remaining Weighted Average Life to Maturity of the then outstanding Term Loans at the time of incurrence; provided, that this clause (D) shall not apply to any Incremental Equivalent Debt consisting of a customary bridge facility, so long as the long-term Indebtedness into which any such customary bridge facility is to be converted or exchanged satisfies this clause (D),

(v) the terms of any such Incremental Equivalent Debt that constitutes notes shall not be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except customary assets sale or change of control provisions),

(vi) such Incremental Equivalent Debt shall have pricing (including interest, fees and premiums), optional prepayment and optional redemption terms as may be agreed to by the Company and the lenders party thereto,

(vii) such Incremental Equivalent Debt may not have (x) obligors or contingent obligors that were not obligors or contingent obligors under the Facilities or (y) security in any case more extensive than that of the Facilities (including, for the avoidance of doubt, that such Incremental Equivalent Debt may not have security on any assets that do not constitute Collateral),

(viii) the other terms and conditions including such financial maintenance covenants (if any) applicable to such Incremental Equivalent Debt shall not be, when taken as a whole, materially more favorable (as determined in good faith by the board of directors

of the Company), to the holders of such Indebtedness than those applicable under this Agreement (except for covenants or other provisions (i) applicable only to periods after the Latest Maturity Date or (ii) that are also for the benefit of all Lenders in respect of Loans and Commitments outstanding at the time such Incremental Equivalent Debt is incurred); provided, that a certificate of a Responsible Officer of the Company delivered to the Agent at least five (5) Business Days prior to the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation related thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the foregoing requirement in this clause (H) shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Agent notifies the Company within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), and

(ix) no Event of Default shall have occurred and be continuing or would exist after giving effect to the issuance of such Incremental Equivalent Debt;

(p) to the extent constituting Indebtedness, contingent obligations arising under indemnity agreements to title insurance companies to cause such title insurers to issue title insurance policies in the Ordinary Course of Business with respect to the real property of the Company or any Restricted Subsidiary;

(q) to the extent constituting Indebtedness, (i) unfunded pension liabilities and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law and (ii) to the extent constituting Indebtedness, deferred compensation or similar arrangements payable to future, present or former directors, officers, employees, members of management or consultants of the Company and the Restricted Subsidiaries;

(r) Indebtedness in respect of repurchase agreements constituting Cash Equivalents;

(s) Indebtedness consisting of promissory notes issued by the Company or any Restricted Subsidiary to future, present or former directors, officers, members of management, employees or consultants of the Company or any of the Subsidiaries or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses or former spouses, domestic partners or former domestic partners to finance the purchase or redemption of Equity Interests of the Company permitted by Section 6.06(e);

(t) cash management obligations and Indebtedness incurred by the Company or any Restricted Subsidiary in respect of netting services, overdraft protections, commercial credit cards, stored value cards, purchasing cards and treasury management services, automated clearing-house arrangements, employee credit card programs, controlled disbursement, ACH transactions, return items, interstate deposit network services, dealer incentive, supplier finance or similar programs, Society for Worldwide Interbank Financial Telecommunication transfers, cash pooling and operational foreign exchange management and similar arrangements, in each case entered into in the Ordinary Course of Business in connection with cash management, including among the Company and the Restricted Subsidiaries, and deposit accounts;

(u) (i) Indebtedness consisting of the financing of insurance premiums and (ii) take-or-pay obligations constituting Indebtedness of the Company or any Restricted Subsidiary, in each case, entered into in the Ordinary Course of Business;

(v) [reserved];

(w) Indebtedness of the Company or any Restricted Subsidiary to the extent that 100% of such Indebtedness is supported by any Letter of Credit and in principal amount not in excess of the Stated Amount of such Letter of Credit;

(x) customer deposits and advance payments received in the Ordinary Course of Business from customers for goods and services purchased in the Ordinary Course of Business;

(y) Indebtedness of a Receivables Subsidiary pursuant to any Permitted Receivables Facility;

(z) other Indebtedness of the Company and the Restricted Subsidiaries; provided, that the aggregate principal amount of Indebtedness permitted by this clause (z) shall not exceed the greater of (x) $150,000,000 and (y) 37.5% of LTM EBITDA; provided,further that the aggregate amount of all such Indebtedness incurred by Restricted Subsidiaries that are not Loan Parties pursuant to this clause (z), when combined with the aggregate principal amount of Indebtedness incurred by (i) Restricted Subsidiaries that are not Loan Parties pursuant to Section 6.09(h) and (ii) Foreign Subsidiaries pursuant to Section 6.09(n), shall not exceed the greater of (1) $75,000,000 and (2) 18.75% of LTM EBITDA; and

(aa) Indebtedness in connection with the 2026 Notes in an aggregate principal amount not to exceed $400,000,000 and any Permitted Refinancing thereof.

Section 6.10 Other Indebtedness and Agreements. The Company will not (nor will it permit any of the Restricted Subsidiaries to) effect (i) any waiver, supplement, modification or amendment of any indenture, instrument or agreement pursuant to which any Indebtedness that is expressly subordinated in right of payment to the obligations of the Loan Parties in respect of the Loan Documents or any Indebtedness that is secured by junior-priority security interest in any Collateral securing the Facilities (collectively, together with any Permitted Refinancing of the foregoing, “Junior Financing”), in each case, if the effect of such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect (as determined in good faith by the Company) or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect.

(b) The Company will not (nor will it permit any of the Restricted Subsidiaries to) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Junior Financing (it being understood and agreed that payments of regularly scheduled interest and principal shall be permitted) or make any payment in violation of any subordination terms of any Junior Financing (each, a “Restricted Debt Payment”), except: (i) the refinancing of any Junior Financing with any Permitted Refinancing thereof; (ii) the prepayment, redemption, purchase, defeasement or other satisfaction prior to the scheduled maturity of any Junior Financing, so long as after giving pro forma effect thereto and the pro forma adjustments described in Section 1.07, (A) the Total Leverage Ratio is equal to or less than 3.50 to 1.00 and (B) no Event of Default shall have occurred and be continuing or would result therefrom; and (iii) the prepayment, redemption, purchase, defeasement or other satisfaction prior to the scheduled maturity of any Junior Financing in an aggregate amount not to exceed the portion, if any, of the Available Amount as of such time that the Company elects to apply to this Section 6.10(b)(iii); provided, that, in the case of this Section 6.10(b)(iii), (1) before and after giving effect to any such prepayment, redemption, purchase, defeasement or other satisfaction, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (2) after giving effect to any such prepayment, redemption, purchase, defeasement or other satisfaction, the Total Leverage Ratio is equal to or less than 3.75 to 1.00 on a pro forma basis after giving effect to such prepayment, redemption, purchase, defeasement or other satisfaction and the pro forma adjustments described in Section 1.07;

(c) The Company will not (nor will it permit any of the Restricted Subsidiaries to) enter into or permit to exist any contractual obligation (other than this Agreement or any other Loan Document) that limits the ability of any of the Restricted Subsidiaries to make Restricted Payments to the Company or any Guarantor or to otherwise transfer property to or invest in the Company or any Guarantor, except for (i) any agreement in effect on the Closing Date and described on Schedule 6.10, (ii) any agreement in effect at the time any Person becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (iii) any agreement representing Indebtedness of a Restricted Subsidiary which is not a Loan Party which is permitted by Section 6.09, (iv) any agreement in connection with a Disposition permitted hereunder, (v) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements or other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (vi) customary provisions restricting assignment of any agreement entered into in the Ordinary Course of Business of the Company and the Restricted Subsidiaries, (vii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (viii) customary restrictions contained in Indebtedness permitted under this Agreement to the extent no more restrictive, taken as a whole, to the Company and the Restricted Subsidiaries in any material respect than the covenants contained in this Agreement (as reasonably determined by the Company), (ix) restrictions regarding licenses or sublicenses by the Company and the Restricted Subsidiaries of IP Rights in the Ordinary Course of Business of the Company and the Restricted Subsidiaries (in which case such restriction shall relate only to such IP Rights), (x) provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any class of Equity Interests of a Person other than on a pro rata basis to the holders thereof, (xi) restrictions imposed by applicable law; (xii) the 2026 Notes Indenture; (xiii) [reserved]; and (xiv) any restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (i) through (xiii) above; provided, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Company, no more restrictive with respect to such restrictions taken as a whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Section 6.11 Fundamental Changes. The Company will not (nor will it permit any of the Restricted Subsidiaries to) merge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that:

(a) any Restricted Subsidiary may merge, amalgamate or consolidate with (i) the Company (including a merger, the purpose of which is to reorganize the Company into a new jurisdiction in any State of the United States of America); provided, that the Company shall be the continuing or surviving Person or the surviving Person shall be a Domestic Restricted Subsidiary and shall expressly assume all Obligations of the Company pursuant to documents reasonably acceptable to the Agent or (ii) any other Restricted Subsidiary; provided, that when any Subsidiary Guarantor or Designated Borrower is merging, amalgamating or consolidating with another Subsidiary (A) the Subsidiary Guarantor or Designated Borrower, as applicable, shall be the continuing, resulting or surviving Person (and if a Subsidiary Guarantor is merging, amalgamating or consolidating with a Designated Borrower, the Designated Borrower shall be the continuing, resulting or surviving Person), (B) to the extent constituting an Investment (including in each case where a non-Loan Party is the continuing, resulting or surviving Person), such Investment must be a permitted Investment in accordance with Section 6.08 and (C) to the extent constituting a Disposition, such Disposition must be permitted hereunder;

(b) (i) any Restricted Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Restricted Subsidiary that is not a Loan Party and (ii) any Restricted

Subsidiary may liquidate or dissolve if the Company determines in good faith that such action is in the best interest of the Company and the Restricted Subsidiaries and is not disadvantageous to the Lenders in any material respect (it being understood and agreed that, in the case of any dissolution of any Subsidiary that is a Subsidiary Guarantor, such Subsidiary Guarantor shall at or before the time of such dissolution transfer its assets to another Subsidiary Guarantor unless such Disposition of assets is otherwise permitted hereunder);

(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to (x) if such Restricted Subsidiary is a Loan Party, a Loan Party and (y) if such Restricted Subsidiary is not a Loan Party, the Company or any Restricted Subsidiary, in each case, if the Company determines in good faith that such Disposition is in the best interests of the Company and is not materially disadvantageous to the Lenders;

(d) [reserved];

(e) any Restricted Subsidiary (other than a Borrower) may merge, dissolve, liquidate, amalgamate or consolidate with or into another Person in order to effect a Disposition permitted pursuant to Section 6.12 (other than Section 6.12(b)(i)); and

(f) any Investment permitted by Section 6.08 may be structured as a merger, consolidation or amalgamation.

Section 6.12 Dispositions. The Company will not (nor will it permit any of the Restricted Subsidiaries to) make any Disposition, except:

(a) (i) Dispositions of obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the Ordinary Course of Business of the Company and the Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in or economically practicable to maintain in the conduct of the business of the Company or any Restricted Subsidiary;

(b) (i) Dispositions permitted by Section 6.11 (other than Section 6.11(e)), (ii) Investments permitted by Section 6.08 (other than Section 6.08(f)), (iii) Restricted Payments permitted by Section 6.06 (other than Section 6.06(b)) and (iv) Liens permitted by Section 6.01 (other than Section 6.01(k));

(c) [reserved];

(d) Dispositions of inventory (including on an intercompany basis), cash and Cash Equivalents in the Ordinary Course of Business;

(e) licenses, sublicenses, leases or subleases (or other grants of rights to use or exploit) of IP Rights (i) existing on the date hereof, (ii) between or among the Company and the Restricted Subsidiaries or between or among the Restricted Subsidiaries or (iii) granted to others in the Ordinary Course of Business not interfering in any material respect with the business of the Company and the Restricted Subsidiaries, taken as a whole;

(f) Disposition of property (i) between Loan Parties, (ii) between Restricted Subsidiaries (other than Loan Parties), (iii) by Restricted Subsidiaries that are not Loan Parties to any Loan Party or (iv) by Loan Parties to any Subsidiary that is not a Loan Party; provided, that (A) the portion (if any) of any such Disposition made for less than fair market value and (B) any noncash consideration received in exchange for any such Disposition, shall in each case constitute an Investment in such Subsidiary (and such

Disposition shall be permitted only if such Investment is permitted by Section 6.08 (other than Section 6.08(f));

(g) Dispositions in the Ordinary Course of Business consisting of (i) the termination of leasehold or other non-fee interests in real property which, in the reasonable good faith determination of the Company, are not material to the conduct of the business of the Company and the Subsidiaries and (ii) leases, subleases, licenses or sublicenses of property or other grants in real property permitted pursuant to clause (e) of the definition of Permitted Liens in the Ordinary Course of Business and which do not materially interfere with the business of the Company and the Restricted Subsidiaries;

(h) transfers of equipment, fixed assets or real property (including any improvements thereon) subject to any event that gives rise to the receipt by the Company and the Restricted Subsidiaries of any casualty insurance proceeds or condemnation awards in respect thereof to replace, restore or repair, or compensate for the loss of, such equipment, fixed assets or real property, upon receipt of the Net Cash Proceeds of such casualty insurance proceeds or condemnation awards;

(i) so long as no Event of Default shall have occurred and be continuing or would result therefrom, any other Dispositions of assets for fair market value; provided, that (i) at least 75% of the total consideration received by the Company and the Restricted Subsidiaries for any such Disposition with a fair market value in excess of $15,000,000 is in the form of (x) cash, (y) Cash Equivalents or (z) Designated Non-Cash Consideration; provided,however, that the fair market value of such Designated Non-Cash Consideration shall not, when taken together with all other Designated Non-Cash Consideration outstanding at the time of such Disposition, exceed $30,000,000 (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value), and (ii) the requirements of Section 2.11(b), to the extent applicable, are complied with in connection therewith;

(j) Dispositions of non-core assets (which may include real property) acquired in connection with any Permitted Acquisition or other Investment permitted by Section 6.08 (other than Section 6.08(f)) within 365 days after the consummation of such Permitted Acquisition or other Investment in an aggregate amount for all such Dispositions not to exceed $50,000,000;

(k) any individual Disposition or series of related Dispositions in the Ordinary Course of Business of the Company and the Restricted Subsidiaries having a fair market value not in excess of $25,000,000; provided, that the aggregate amount of Dispositions pursuant to this clause (k) shall not exceed $50,000,000;

(l) [reserved];

(m) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, buy/sell arrangements between the joint venture parties set forth in the joint venture agreement or similar binding agreements entered into with respect to such Investment in such joint venture;

(n) Dispositions of Equity Interests deemed to occur upon the exercise of stock options, warrants or other convertible securities if such Equity Interests represent (i) a portion of the exercise price thereof or (ii) withholding incurred in connection with such exercise;

(o) [reserved];

(p) [reserved];

(q) sales of receivables pursuant to any Permitted Receivables Facility;

(r) Asset Swaps; provided, that, immediately after giving effect to such Asset Swap, the Company shall be in compliance, on a pro forma basis, with the Financial Covenants;

(s) (i) Dispositions of Investments and accounts receivable in connection with the collection, settlement or compromise thereof in the Ordinary Course of Business or (ii) any surrender or waiver of contract rights pursuant to a settlement, release, recovery on or surrender of contract, tort or other claims of any kind;

(t) Dispositions in the Ordinary Course of Business consisting of (i) the abandonment of IP Rights which, in the reasonable good faith determination of the Company, are not material to the conduct of the business of the Company and the Subsidiaries and (ii) licensing, sublicensing and cross-licensing arrangements involving any technology or other intellectual property or general intangibles of the Company or the Subsidiaries;

(u) terminations of Hedge Agreements; and

(v) Dispositions of the Equity Interests of, or the assets or securities of, Unrestricted Subsidiaries.

Section 6.13 Designation of Subsidiaries. The Company will not (nor will it permit any of the Restricted Subsidiaries to) designate any Subsidiary as an Unrestricted Subsidiary or designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary, except that the Company may designate any Subsidiary (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, that (a) immediately before and after such designation or redesignation, no Event of Default shall have occurred and be continuing or would result therefrom; (b) the Company and the Restricted Subsidiaries shall be in compliance with the Financial Covenants, after giving pro forma effect to such designation or redesignation and the pro forma adjustments described in Section 1.07; (c) no Subsidiary may be designated as an Unrestricted Subsidiary for purposes of this Agreement if it is a “Restricted Subsidiary” for the purpose of any Incremental Equivalent Debt, Refinancing Notes, any Refinancing Junior Loans, the 2026 Notes, or any Permitted Refinancing of any of the foregoing, unless such Subsidiary is substantially contemporaneously also designated as an “Unrestricted Subsidiary” under the applicable Indebtedness; (d) no Unrestricted Subsidiary may hold any intellectual property that is material to the business of the Borrowers and their Restricted Subsidiaries, taken as a whole; (e) the designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Company in such Subsidiary at the date of designation in an amount equal to the fair market value of the Company’s and the Restricted Subsidiaries’ Investments therein; (f) the designation or redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed a new incurrence at the time of designation or redesignation of any Investment, Indebtedness and Liens of such Subsidiary existing at such time; (g) in the event that any Unrestricted Subsidiary is re-designated as a Restricted Subsidiary, such Restricted Subsidiary shall not be subsequently re-designated as an Unrestricted Subsidiary; and (h) the Company shall have delivered to the Agent a certificate executed by a Responsible Officer of the Company, certifying compliance with the foregoing requirements, as applicable, and with respect to the foregoing clause (B), containing reasonably detailed calculations thereof.

Section 6.14 Transactions with Affiliates. The Company will not, nor will they permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates involving aggregate payments, for any such transaction or series of related transactions, in excess of $10,000,000, except:

(a) transactions (i) that are at fair and reasonable prices and on fair and reasonable terms and conditions not materially less favorable to the Company or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties or (ii) for which the Company has delivered to the Administrative Agent a letter from an independent financial advisor stating that such transaction is fair from a financial point of view;

(b) transactions between or among the Company and Restricted Subsidiaries not involving any other Affiliate;

(c) any Restricted Payment permitted by Section 6.06;

(d) the payment of reasonable and customary fees and expenses, and the provision of customary indemnification to directors, officers, employees, members of management and consultants of the Company and the Subsidiaries;

(e) sales or issuances of Equity Interests (other than Disqualified Equity Interests) of the Company that are otherwise permitted or not restricted by the Loan Documents;

(f) loans and other transactions by and among the Company and/or the Restricted Subsidiaries to the extent permitted under this Article VI;

(g) [reserved];

(h) employment and severance arrangements (including options to purchase Equity Interests of the Company, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans) between the Company and any Restricted Subsidiary and their directors, officers, employees, members of management and consultants in the ordinary course of business;

(i) the existence of, and the performance of obligations of the Company or any of the Restricted Subsidiaries under the terms of any agreement in existence or contemplated as of the Closing Date and identified on Schedule 6.14, as these agreements may be amended, restated, amended and restated, supplemented, extended, renewed or otherwise modified from time to time; provided, however, that any future amendment, restatement, amendment and restatement, supplement, extension, renewal or other modification entered into after the Closing Date will be permitted to the extent that its terms are not more disadvantageous in any material respect, taken as a whole, to the Lenders than the terms of the agreements on the Closing Date;

(j) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged into the Company or the Restricted Subsidiaries pursuant to the terms of this Agreement; provided, that such agreement was not entered into in contemplation of such acquisition or merger, or any amendment thereto (so long as any such amendment is not disadvantageous to the Lenders in any material respect in the good faith judgment of the Company when taken as a whole as compared to such agreement as in effect on the date of such acquisition or merger);

(k) [reserved];

(l) the entering into of any Tax sharing agreement or arrangement to the extent payments under such agreement or arrangement would otherwise be permitted under Section 6.06;

(m) any contribution to the capital of the Company or any of the Restricted Subsidiaries otherwise permitted by Section 6.08;

(n) the formation and maintenance of any consolidated group or subgroup for Tax, accounting or cash pooling or management purposes in the Ordinary Course of Business;

(o) transactions undertaken in good faith (as certified by a Responsible Officer of the Company) and in consultation with the Administrative Agent for the purpose of improving the consolidated Tax efficiency of the Company and the Subsidiaries and not for the purpose of circumventing any covenant set forth in this Agreement or (ii) permitting the release of any Collateral or the guarantee of any Guarantor; and

(p) any other transaction with an Affiliate that is approved by a majority of disinterested members of the board of directors of the Company in good faith.

Section 6.15 Financial Covenants. So long as any Revolving Credit Loan or any interest or fees in respect of the Revolving Credit Facility shall remain unpaid or unsatisfied, any Letter of Credit is outstanding (except as has been Cash Collateralized) or any Revolving Credit Lender shall have any Revolving Credit Commitment hereunder, the Company will maintain, as at the end of each fiscal quarter after the Closing Date:

(a) a Total Leverage Ratio equal to or less than:

(i) during a Covenant Holiday Period, 4.50 to 1.00, and

(ii) at all times (other than during a Covenant Period Holiday), 4.00 to 1.00; and

(b) a Consolidated Interest Coverage Ratio equal to or greater than 2.50 to 1.00.

ARTICLE VII
EVENTS OF DEFAULT

Section 7.01 Events of Default. If any of the following events (such events, “Events of Default”) shall occur and be continuing:

(a) any Borrower shall fail to pay any principal of any Loan in the applicable Agreed Currency on the date the same becomes due and payable; or any Borrower shall fail to pay any interest on any Loan or make any other payment of interest, fees or any other amounts payable under this Agreement or any other Loan Document in the applicable Agreed Currency within five (5) days after the same becomes due and payable; or

(b) any representation or warranty or certification made or deemed made by any Loan Party in any Loan Document or by such Loan Party (or any of its officers) in connection with any Loan Document shall prove to have been incorrect in any material respect (or if qualified by materiality or Material Adverse Effect, in any respect) when made or deemed made; or

(c) (i) any Loan Party shall fail to perform or observe any term, covenant or agreement contained in Sections 5.03 (with respect to the Borrowers only), 5.07(c), 5.08 or Article VI or (ii) any Loan Party shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or in any other Loan Document on its part to be performed or observed if (solely for purposes of this clause

(ii)) such failure shall remain unremedied for thirty (30) days after written notice thereof shall have been given to the Company by the Agent or any Lender; or

(d) (i) the Company or any Restricted Subsidiary shall fail to pay any principal of or premium or interest on any Material Indebtedness (but excluding Indebtedness outstanding hereunder) of the Company or any Restricted Subsidiary, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Material Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Material Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Material Indebtedness; or any such Material Indebtedness shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption, or, with respect to any secured Material Indebtedness, resulting from a disposition, condemnation, insured loss or similar event relating to the property securing such Material Indebtedness), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Material Indebtedness shall be required to be made, in each case prior to the stated maturity thereof; or (ii) without limiting the foregoing clause (i), any “Event of Default” (as defined in the 2026 Notes Indenture) shall occur under the 2026 Notes Indenture; provided, that any failure, event, condition or Event of Default described under clauses (i) and (ii) hereunder remains unremedied and is not waived by the holders of such Material Indebtedness prior to any termination of the outstanding Revolving Credit Commitments or acceleration of the outstanding Loans pursuant to this Article VII; or

(e) the Company or any Restricted Subsidiary (other than any Immaterial Subsidiary) shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Company or any Restricted Subsidiary (other than any Immaterial Subsidiary) seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any Debtor Relief Laws, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of sixty (60) days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Company or any Restricted Subsidiary (other than any Immaterial Subsidiary) shall take any corporate action to authorize any of the actions set forth above in this subsection (e); or

(f) one or more judgments or orders for the payment of money in excess of $50,000,000 in the aggregate shall be rendered against the Company or any Restricted Subsidiary and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of sixty (60) consecutive days during which any such judgment or order remains unpaid, undischarged, unvacated, unbonded or unstayed; provided,however, that any such judgment or order shall not be an Event of Default under this Section 7.01(f) if and for so long as (i) the amount of such judgment or order is covered by a valid and binding policy of insurance between the defendant and the insurer covering payment thereof and (ii) such insurer has been notified of, and has not disputed the claim made for payment of, the amount of such judgment or order; or

(g) a Change in Control shall occur; or

(h) the Company or any of its ERISA Affiliates shall incur liability as a result of the occurrence of any ERISA Events that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; or

(i) any material provision of this Agreement or any other Loan Document shall for any reason cease to be in full force and effect except as expressly permitted hereunder or thereunder, or any Borrower or any Loan Party shall so state in writing, in each case other than in connection with a release of any guarantee in accordance with the terms of this Agreement; or

(j) any security interest over any material portion of the Collateral shall cease to be, or shall be asserted by the Company or any other Loan Party not to be, a valid, perfected security interest in the asset or property intended to be covered thereby, with the priority required by the Security and Guarantee Documents, except (A) to the extent that perfection or priority is not required pursuant to the Guarantee and Collateral Agreement or Section 5.10(e), (B) in connection with a release of such Collateral in accordance with the terms of this Agreement or (C) as a result of the Collateral Agent’s failure to (1) maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Security and Guarantee Documents or (2) file Uniform Commercial Code continuation statements;

then, and in any such event, the Agent (a) shall at the request, or may with the consent, of the Required Lenders, by notice to the Company, declare the obligation of each Lender to make Loans (other than Loans to be made by an Issuing Bank or a Lender pursuant to Section 2.03(c)) and of the Issuing Banks to Issue Letters of Credit to be terminated, whereupon the same shall forthwith terminate, (b) shall at the request, or may with the consent, of the Required Lenders, by notice to the Company, declare all the Loans, all interest on such Loans and all other amounts payable under this Agreement to be forthwith due and payable, whereupon all such Loans, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Company; provided,however, that in the event of an actual or deemed entry of an order for relief with respect to the Company or any other Loan Party under any Debtor Relief Law, (i) the obligation of each Lender to make Loans (other than Loans to be made by an Issuing Bank or a Lender pursuant to Section 2.03(c)) and of the Issuing Banks to Issue Letters of Credit shall automatically be terminated and (ii) the Loans, all such interest thereon and all such other amounts so payable shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Company, and (c) shall be entitled to exercise on behalf of itself, the Lenders, the Issuing Banks and the other Secured Parties all rights and remedies available to it, the Lenders, the Issuing Banks and the other Secured Parties under the Loan Documents, in equity and/or under applicable law.

Section 7.02 Actions in Respect of the Letters of Credit upon Default. If any Event of Default shall have occurred and be continuing, the Agent may with the consent, or shall at the request, of the Required Revolving Credit Lenders, irrespective of whether it is taking any of the actions described in Section 7.01 or otherwise, make demand upon the applicable Borrowers to, and forthwith upon such demand the applicable Borrowers will, (a) pay to the Agent on behalf of the Revolving Credit Lenders in same day funds at the Agent’s office designated in such demand, for deposit in the L/C Cash Deposit Account, an amount equal to 103% of the aggregate Stated Amount of all Letters of Credit then outstanding (but only to the extent such Stated Amount has not already been Cash Collateralized) or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Revolving Credit Lenders and not more disadvantageous to the applicable Borrowers than clause (A); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to any applicable Borrower under any Debtor Relief Law, an amount equal to 103% of the aggregate Stated Amount of all outstanding Letters of Credit shall be immediately due and payable to the Agent for the account of the Revolving Credit Lenders without notice to or demand upon any applicable Borrowers,

which are expressly waived by the applicable Borrowers, to be held in the L/C Cash Deposit Account. If at any time an Event of Default is continuing the Agent determines that any funds held in the L/C Cash Deposit Account are subject to any right or claim of any Person other than the Agent and the Lenders or that the total amount of such funds is less than the aggregate Stated Amount of all Letters of Credit, the applicable Borrowers will, forthwith upon demand by the Agent, pay to the Agent, as additional funds to be deposited and held in the L/C Cash Deposit Account, an amount equal to the excess of (i) such aggregate Stated Amount over (ii) the total amount of funds, if any, then held in the L/C Cash Deposit Account that the Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit, to the extent funds are on deposit in the L/C Cash Deposit Account, such funds shall be applied to reimburse the Issuing Banks to the extent permitted by applicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the applicable Borrowers hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be applied in accordance with the priority of payments set forth in Section 7.03.

Section 7.03 Application of Funds. After the exercise of any remedies provided, for in Section 7.01 or Section 7.02 (or after an actual or deemed entry of an order for relief with respect to any Borrower or any other Loan Party under any Debtor Relief Law), any amounts received on account of the Obligations (including, for the avoidance of doubt, any proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including Collateral consisting of cash) shall, subject to the provisions of Sections 2.20 and 2.21, be applied by the Agent in the following order:

(a) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, disbursements and other charges of counsel payable under Section 9.04) payable to the Agent in its capacity as such, including any costs and expenses incurred by the Agent in its capacity as such in connection with the collection, sale, foreclosure or realization or otherwise of Collateral in connection with this Agreement or any other Loan Document or any of the Obligations, the repayment of advances made by the Agent hereunder or under any other Loan Document on behalf of any Loan Party and any other costs or expenses incurred in connection with exercise of any right or remedy hereunder or under any other Loan Document;

(b) second, to payment in full of Unfunded Loans/Participations (the amounts so applied to be distributed between or among, as applicable, the Agent and the Issuing Banks pro rata in accordance with the amounts of Unfunded Loans/Participations owed to them on the date of any such distribution);

(c) third, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal, interest and Letter of Credit fees) payable to the Lenders and the Issuing Banks (including fees, disbursements and other charges of counsel payable under Section 9.04) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (c) held by them;

(d) fourth, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and interest on the Loans, and interest on unreimbursed Letter of Credit drawings, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (d) held by them;

(e) fifth, (i) to payment of that portion of the Obligations constituting unpaid principal of the Loans, unreimbursed Letter of Credit drawings and obligations of the Loan Parties then arising under Secured Hedging Obligations and Secured Cash Management Obligations (including any amount due in connection therewith, following the termination thereof) and (ii) to Cash Collateralize Letters of Credit in the manner contemplated by Section 7.02 (ratably among the Lenders, the Issuing Banks, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause (e) held

by them; provided, upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be applied by the Agent in accordance with the priority of payments set forth in this Section 7.03;

(f) sixth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are then due and payable to the Agent, the Lenders, the Issuing Banks and the other holders or beneficiaries thereof, ratably based upon the respective aggregate amounts of all such Obligations then owing to all of them; and

(g) last, after all of the Obligations have been indefeasibly paid in full, to the Company or as otherwise required by law.

ARTICLE VIII
THE AGENT

Section 8.01 Authorization and Authority. Each of the Lenders hereby irrevocably appoints, designates and authorizes BMO to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Section 8.06, the provisions of this Article are solely for the benefit of the Agent, the Lenders and the Issuing Banks, and no Borrower shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Loan Document (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

(b) The Agent shall also act as the Collateral Agent under the Loan Documents, and each of the Lenders (including in each such Lender’s capacity as a potential Cash Management Bank and/or Hedge Bank) and Issuing Banks hereby irrevocably appoints and authorizes the Agent to act as the agent of such Lender or Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Agent, as the Collateral Agent, and any co-agents, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the collateral (or any portion thereof) granted under the Security and Guarantee Documents, or for exercising any rights and remedies thereunder at the direction of the Agent, shall be entitled to the benefits of all provisions of this Article VIII and of paragraphs (a), (b) and (c) of Section 9.04 (as though such agent, co-agents, sub-agents and attorneys-in-fact were the Agent under the Loan Documents) as if set forth in full herein with respect thereto. Anything contained in any of the Loan Documents to the contrary notwithstanding, but without limiting the rights of any Lender, Issuing Bank or any of their respective Affiliates under Section 9.05, each Loan Party, the Agent and each Lender hereby agree that no Lender, in its capacity as such, shall have any right individually to realize upon any collateral subject to any Security and Guarantee Documents, it being understood and agreed that all powers, rights and remedies hereunder or thereunder may be exercised solely by the Agent, on behalf of the Lenders, in accordance with the terms hereof or thereof, as applicable.

Section 8.02 Rights as a Lender. The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual

capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, any member of the Consolidated Group or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the Lenders.

Section 8.03 Duties of Agent; Exculpatory Provisions. The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Agent:

(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, that the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Affiliates that is communicated to or obtained by the Person serving as the Agent or any of its Affiliates in any capacity.

(b) The Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 9.01 and 7.01), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Agent in writing by the Company or a Lender.

(c) The Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent.

Section 8.04 Reliance by Agent. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to have

been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the Closing Date, the making of a Loan or the Issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the occurrence of the Closing Date, the making of such Loan or such Issuance of such Letter of Credit. The Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 8.05 Delegation of Duties. The Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Facilities as well as activities as Agent. The Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

Section 8.06 Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Company (which consent shall not be unreasonably withheld or delayed, provided, that the Company’s consent shall not be required if an Event of Default under Section 7.01(a) or, solely with respect to the Company, Section 7.01(e) has occurred and is continuing), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (vi) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Company and such Person remove such Person as Agent and, with the consent of the Company (which consent shall not be unreasonably withheld or delayed, provided, that the Company’s consent shall not be required if an Event of Default under Section 7.01(a) or, solely with respect to the Company, Section 7.01(e) has occurred and is continuing), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”) then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder (except that in the case of any collateral security held by the Agent on behalf of the Lenders hereunder, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a

successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The annual administrative fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Agent’s resignation or removal hereunder, the provisions of this Article and Section 9.04 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent.

(d) Any resignation pursuant to this Section 8.06 by a Person also acting as an Issuing Bank shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to advance or issue new, or extend existing, Letters of Credit where such advance, issuance or extension is to occur on or after the effective date of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (ii) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

Section 8.07 Non-Reliance on Agent and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Section 8.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arrangers or the Sustainability Structuring Agent listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Agent or a Lender or Issuing Bank hereunder.

Section 8.09 Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Company) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders and the Agent under Sections 2.05 and 9.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its respective agents and counsel, and any other amounts due the Agent under Sections 2.05 and 9.04.

Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 8.10 Collateral and Guaranty Matters. Each of the Lenders (including in each such Lender’s capacity as a potential Cash Management Bank or Hedge Bank) and each Issuing Bank irrevocably authorize the Agent to (x) enter into the Security and Guarantee Documents for the benefit of such Persons and (y):

(a) release any Lien on any property granted to or held by the Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Loan Document Obligations (other than contingent indemnification and expense obligations as to which no claim or demand has been asserted), and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized), (ii) that is sold or distributed or to be sold or distributed as part of or in connection with any transaction permitted hereunder or under any other Loan Document or (iii) if approved, authorized or ratified in writing by the Required Lenders (unless approval by a greater number or percentage of Lenders is expressly provided in any Loan Document);

(b) subordinate any Lien on any property granted to or held by the Agent under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.01(b) and (d); and

(c) release any Guarantor from its obligations under the Security and Guarantee Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder.

Upon request by the Agent at any time, the Required Lenders will confirm in writing the Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Security and Guarantee Documents pursuant to this Section 8.10. In each case as specified in this Section 8.10, the Agent will, at the Company’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to effectuate and evidence the release of such item of collateral from the assignment and security interest granted under the Security and Guarantee Documents, any such subordination or the release of such Guarantor from its obligations under the Security and Guarantee Documents, in each case in accordance with the terms of the Loan Documents and this Section 8.10; provided, that the Company shall have delivered to the Agent a certificate of a Responsible Officer of the Company certifying that any such transaction has been consummated in compliance with this Agreement and the other Loan Documents.

Section 8.11 Cash Management Banks and Hedge Banks. No Cash Management Bank or Hedge Bank that obtains the benefits of any guarantee or any collateral by virtue of the provisions hereof or of any Security and Guarantee Document shall have any right to notice of any action or to consent to, direct or

object to any action hereunder or under any other Loan Document or otherwise in respect of any collateral (including the release or impairment of any collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article VIII to the contrary, the Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, any Secured Cash Management Obligations or Secured Hedging Obligations unless the Agent has received written notice of such Obligations, together with such supporting documentation as the Agent may request, from the applicable Cash Management Bank or Hedge Bank, as applicable.

Section 8.12 Certain ERISA Matters.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Loan Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96¬23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless either (1) subclause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with subclause (iv) in the immediately preceding clause (), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for

the benefit of, the Administrative Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Loan Party, that none of the Administrative Agent, the Arrangers or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto).

Section 8.13 Restricted Lenders. With respect to each Lender that qualifies as a resident party domiciled in Germany (Inländer) within the meaning of section 2 paragraph 15 of the German Foreign Trade and Payments Act (Außenwirtschaftsgesetz) (each, a “Restricted Lender”), Sections 4.16(a), (b) and (c), 5.01 and 5.08 shall only apply to the extent that such provision would not result in (a) any violation of, conflict with or liability under EU Regulation (EC) 2271/96 or (b) a violation or conflict with section 7 of the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung) or any similar anti-boycott statute. In connection with any amendment, waiver, determination or direction relating to any part of Sections 4.16(a), (b) and (c), 5.01 and 5.08 of which a Restricted Lender does not have the benefit, to the extent that on or prior to the date of such amendment, waiver, determination or direction (and until such time as such Restricted Lender shall advise the Administrative Agent in writing otherwise), such Restricted Lender has advised the Administrative Agent in writing that it does not have such benefit, the Commitments of that Restricted Lender will be excluded for the purpose of determining whether the consent of the Required Lenders has been obtained or whether the determination or direction by the Required Lenders has been made.

Section 8.14 Hedging Liability and Funds transfer and Deposit Account Liability Arrangements. By virtue of a Lender’s execution of this Agreement or an assignment agreement pursuant to Section 9.07, as the case may be, any Affiliate of such Lender with whom Borrower or any Subsidiary has entered into an agreement creating Hedging Liability or Funds Transfer and Deposit Account Liability shall be deemed a Lender party hereto for purposes of any reference in a Loan Document to the parties for whom Administrative Agent is acting, it being understood and agreed that the rights and benefits of such Affiliate under the Loan Documents consist exclusively of such Affiliate’s right to share in payments and collections out of the Collateral and the Guaranties as more fully set forth in Section 7.03. Without limiting the generality of the foregoing, (i) each such Lender Affiliate shall, for the avoidance of doubt, be deemed to have agreed to the provisions of Section 7.03 and (ii) no such Lender Affiliate shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral). Notwithstanding any other provision of this Section 8.14 to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to Hedging Liability or Funds Transfer and Deposit Account Liability unless the Administrative Agent has received written notice of such Hedging Liability or Funds Transfer and Deposit Account Liability, together with such supporting documentation as the Administrative Agent may request, from the applicable Lender or Lender Affiliate.

Section 8.15 Sustainability Matters. It is hereby understood and agreed that neither the Administrative Agent nor the Sustainability Structuring Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by any Borrower or any other Person of any Sustainability Margin Adjustment Amount (or any of the data or computations that are part of or related to any such calculation) set forth in any Pricing Certificate (and each of the Agent and Sustainability Structuring Agent may rely conclusively on any such certificate, without further inquiry).

Section 8.16 Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, Issuing Bank or other Secured Party, whether or not in

respect of an Obligation due and owing by Company at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to Administrative Agent forthwith on demand the Rescindable Amount received by such Person in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each Issuing Bank and each other Secured Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. Administrative Agent shall inform each Lender, Issuing Bank or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 8.16 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

ARTICLE IX
MISCELLANEOUS

Section 9.01 Amendments, Etc. Without limiting Section 8.10 and except as otherwise provided below in this Section 9.01 and in Section 2.09(c), no amendment or waiver of any provision of any Loan Document or the Notes, or consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Company or the applicable Loan Party, as the case may be, and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:

(i) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (v) change Section 2.16 or Section 7.03 in a manner that would alter the pro rata sharing of payments or proceeds, as applicable, required thereby, (w) waive any of the conditions specified in Section 3.01, (x) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (y) (i) release all or substantially all of the value of the Collateral or of the guarantees of the Guarantors (in each case except as otherwise permitted by the Loan Documents) or (ii) release the Company from its guarantee of any Designated Borrower’s obligations under this Agreement and under the other Loan Documents, or (z) amend this Section 9.01 as it relates to amendments, waivers or consents requiring the consent of all Lenders;

(ii) no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (but not, for the avoidance of doubt, the consent of the Required Lenders, except in the case of clause (u) below in connection with Commitment increases that are not expressly permitted hereunder without the approval of the Required Lenders), do any of the following: (u) extend or increase the Commitments of such Lender or non-pro rata reductions in the Commitments of such Lender (it being understood that a waiver of any condition precedent in Section 3.02 or the waiver of any Default, Event of Default or mandatory prepayment shall not be an increase of a Commitment of any Lender), (v) reduce the principal of, or interest on, the Loans (other than interest accruing pursuant to Section 2.08(b) or a waiver thereof) or any fees or other amounts payable to such Lender, (w) postpone any date fixed for any payment of principal of, or

interest on, the Loans (other than interest accruing pursuant to Section 2.08(b) or a waiver thereof) or any fees or other amounts payable to such Lender hereunder, (x) change Section 9.07 in a manner that would impose additional restrictions on such Lender’s ability to assign or otherwise transfer its rights and obligations hereunder or (y) amend this Section 9.01 as it relates to amendments, waivers or consents requiring the consent of such Lender;

(iii) no amendment, waiver or consent shall, unless in writing and signed by the Required Revolving Credit Lenders, waive any of the conditions specified in Section 3.02;

(iv) no amendment, waiver or consent shall change the definition of “Agreed Currency” without the written consent of each Revolving Credit Lender; and

(v) no amendment, waiver or consent shall change the provisions of any Loan Document in a manner that by its terms adversely affects Lenders holding Loans of one Class in respect of the rights to payments or security interest in Collateral, in each case, in a manner different than such amendment, waiver or consent affects the rights of any other Class in respect of rights to payments or security interests in Collateral without, in addition to the Lenders required above to take such action, the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each Class so adversely affected;

provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement or any other Loan Document, (ii) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks in their capacities as such under this Agreement and (iii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Swingline Lender in its capacity as such under this Agreement.

(b) Notwithstanding anything to the contrary contained in this Section 9.01:

(i) the Company, the Agent and each Lender agreeing pursuant to the terms thereof to (A) make any Incremental Loans in accordance with the provisions of Section 2.24 may enter into an Incremental Assumption Agreement without the consent of any other Person and (B) extend the maturity date applicable to any Term Loans or Revolving Credit Commitments in accordance with the provisions of Section 2.23 may enter into an Extension Amendment without the consent of any other Person; provided, that after execution and delivery thereof (and except as expressly provided otherwise therein), such Incremental Assumption Agreement or Extension Amendment, as applicable, may thereafter only be modified in accordance with the requirements of Section 9.01(a);

(ii) no amendment to Section 6.15, Section 7.01(c) (solely as it relates to an Event of Default under Section 6.15) or the defined terms used in any thereof (but not as used in other Sections), no consent to departure therefrom, and no waiver with respect to a Default or Event of Default under Section 6.15, shall be effective without the prior written consent of the Company and the Required Revolving Credit Lenders, it being understood that the consent of no other Person (including the Required Lenders) shall be required for any such amendment, waiver or consent;

(iii) the Security and Guarantee Documents and related documents executed in connection with this Agreement may be in a form reasonably determined by the Agent and may be amended, modified, supplemented and waived by the Agent and the Company without the need to obtain the consent of any other Person if such amendment, modification, supplement or waiver is

delivered in order (i) to comply with local law (including any foreign law or regulatory requirement) or advice of local counsel, (ii) to cure any ambiguity, inconsistency, obvious error or mistake or any error, mistake or omission of a technical or immaterial nature jointly identified by the Agent and the Company or (iii) to cause such Security and Guarantee Document or other document to be consistent with this Agreement and the other Loan Documents;

(iv) if the Agent and the Company shall have jointly identified an ambiguity, inconsistency, obvious error or mistake or any error, mistake or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents (other than the Security and Guarantee Documents), or if the Agent and the Company shall have jointly identified any provisions in any Loan Documents (other than the Security and Guarantee Documents) for which an amendment is reasonably necessary or advisable in order to comply with local law (including any foreign law or regulatory requirement) or advice of local counsel, then the Agent and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other Person if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof;

(v) any amendment, modification or waiver of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by the Company and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 9.01 if such Class of Lenders were the only Class of Lenders hereunder at the time;

(vi) the Company, the Agent and each Lender agreeing pursuant to the terms thereof to provide any Specified Refinancing Debt in accordance with the provisions of Section 2.22 may enter into a Refinancing Amendment without the consent of any other Person; provided, that after execution and delivery thereof (and except as expressly provided otherwise therein), such Refinancing Amendment may thereafter only be modified in accordance with the requirements of Section 9.01(a); and

(vii) no Lender consent is required to effect any amendment or supplement to any intercreditor agreement referred to in Section 9.22 (A) that is for the purpose of, in connection with the incurrence by any Loan Party of any Indebtedness of such Loan Party that is permitted to be secured by the Collateral pursuant to Section 6.01 of this Agreement, (x) adding the holders thereof (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of any such intercreditor agreement or other arrangement permitted under this Agreement, as applicable, and/or (y) causing such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by such Loan Party, to the extent such priority is permitted by the Loan Documents) (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement or other arrangement as, in the good faith determination of the Agent, are required to effectuate the foregoing and provided, that such other changes are not adverse, in any material respect, to the interests of the Lenders) or (B) that is expressly contemplated by any such intercreditor agreement or other intercreditor agreement permitted under this Agreement; provided,further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Agent hereunder or under any other Loan Document without the prior written consent of the Agent.

Section 9.02 Notices, Etc. Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (b)

below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows:

(i) if to the Company or any other Loan Party, to the Company at 300 Granite Street, Suite 201, Braintree, Massachusetts 02184, Attention of Glenn E. Deegan, Esq. (Fax No. 617¬671-0534);

(ii) if to the Administrative Agent or the Collateral Agent, to Bank of Montreal, 115 S. LaSalle Street, 25th Floor West, Chicago, IL 60603;

(v) if to any other Issuing Bank, to it at the address provided in writing to the Agent and the Company at the time of its appointment as an Issuing Bank hereunder;

(vi) if to the Swingline Lender, to BMO Harris Bank, N.A., 111 W Monroe St, 10W, Chicago, IL 60603; and

(vii) if to a Lender, to it at its address (or facsimile number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b) Electronic Communications. Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Agent; provided, that the foregoing shall not apply to notices to any Lender or Issuing Bank pursuant to Article II if such Lender or Issuing Bank, as applicable, has notified the Agent that it is incapable of receiving notices under such Article by electronic communication. The Agent, the Swingline Lender, any Issuing Bank or the Company may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided, that approval of such procedures may be limited to particular notices or communications.

Unless the Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided, that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c) Change of Address, Etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

(d) Platform.

(i) The Company agrees that the Agent may, but shall not be obligated to, make the Communications (as defined below) available to the Issuing Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the “Platform”).

(ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Company, any Lender or any other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Company’s or the Agent’s transmission of Communications through the Platform, except to the extent of damages caused by the gross negligence, bad faith or willful misconduct of any Agent Party hereunder, as determined by a final, non-appealable judgment of a court of competent jurisdiction. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Company or any Restricted Subsidiary pursuant to any Loan Document or the transactions contemplated therein which is distributed to the Agent, any Lender or any Issuing Bank by means of electronic transmission systems pursuant to this Section 9.02, including through the Platform.

Section 9.03 No Waiver; Remedies. No failure on the part of any Lender or the Agent to exercise, and no delay in exercising, any right hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 9.04 Costs and Expenses. Costs and Expenses. The Company shall pay upon written demand therefor (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Agent and its Affiliates (including the reasonable and documented fees, disbursements and other charges of outside counsel (limited to one primary counsel and one local counsel in each material jurisdiction, as necessary, for the Agent and its Affiliates taken as a whole), in connection with the syndication of the Facilities, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the Issuance of any Letter of Credit or any demand for payment thereunder, and (iii) all reasonable and documented out-of-pocket costs and expenses incurred by the Agent, any Lender or any Issuing Bank (including the reasonable and documented fees, disbursements and other charges of outside counsel (limited to one primary counsel for such Persons taken as a whole, one additional counsel to each group of similarly situated Persons taken as a whole as required due to actual or reasonably perceived conflicts of interest and one local counsel for such Persons taken as a whole in each material jurisdiction, as necessary), in connection with the enforcement or protection of its rights and remedies (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 9.04, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b) Indemnification by the Company. The Company shall indemnify the Agent (and any sub-agent thereof), each Arranger, the Sustainability Structuring Agent, each Lender and each Issuing Bank,

and each Related Party of any of the foregoing Persons and their respective successors and permitted assigns (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims (including shareholder actions), damages, liabilities and reasonable and documented related expenses (including the reasonable and documented out-of-pocket fees, disbursements and other charges of one primary counsel for such Persons, one additional counsel to each group of similarly situated Persons as required due to actual or reasonably perceived conflicts of interest and local counsel for such Persons in each material jurisdiction, as necessary), incurred by any Indemnitee or asserted or awarded against any Indemnitee by any Person (including the Company or any other Loan Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the presence or release of Hazardous Materials on or from any property owned or operated by the Company or any Subsidiary, or any violation of, or obligation or liability under, any Environmental Law of or related to the Company or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding or the preparation of a defense in connection therewith relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any of the Subsidiaries or any Affiliate, securityholder or creditor of the foregoing or an Indemnitee, and regardless of whether any Indemnitee is a party thereto; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee (or a Related Party of such Indemnitee), (y) result from a claim brought by the Company against an Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) result from a proceeding that is not the result of an act or omission by the Company, the Subsidiaries or any of their Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than claims against any Arranger, Agent, or any other agent in its capacity or in fulfilling its role as an Arranger or agent hereunder). This Section 9.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c) Reimbursement by Lenders. To the extent that the Company for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 9.04 to be paid by it to the Agent (or any sub-agent thereof), the Swingline Lender, any Issuing Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agent (or any such sub-agent), the Swingline Lender, such Issuing Bank or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate principal amount of the Loans and the Stated Amount of all outstanding Letters of Credit at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided, that with respect to such unpaid amounts owed to any Issuing Bank or the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Ratable Share of the Revolving Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent (or any such sub¬agent) or such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Agent (or any such sub-agent), the Swingline

Lender or such Issuing Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.02(e).

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the use of the proceeds thereof; provided, that nothing contained in this paragraph shall limit the indemnity and reimbursement obligations of the Company for such damages awarded to third parties to the extent set forth in paragraphs (a) and (b) above. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems (including the Platform) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent of damages caused by the gross negligence, bad faith or willful misconduct of any Indemnitee hereunder, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(e) Payments. All amounts due under this Section 9.04 shall be payable not later than five Business Days after demand therefor.

(f) Breakage. If any payment of principal of, or Conversion of, any Eurocurrency Rate Loan is made by any Borrower to or for the account of a Lender (i) other than on the last day of the Interest Period for such Loan, as a result of a prepayment or payment or Conversion pursuant to Section 2.09, 2.11 or 2.13, acceleration of the maturity pursuant to Section 7.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Loan upon an assignment of rights and obligations under this Agreement pursuant to Section 9.07 as a result of a demand by the Company pursuant to Section 2.19 or (ii) as a result of a prepayment or payment or Conversion pursuant to Section 2.09, 2.11 or 2.13, the Company shall, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Loan.

(g) Without prejudice to the survival of any other agreement of the Company hereunder, the agreements and obligations of the Company contained in Sections 2.12, 2.15 and 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan Documents.

Section 9.05 Right of Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such Issuing Bank or any such Affiliate, to or for the credit or the account of the Company against any and all of the obligations of the Company now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Company may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or such Issuing Bank different from the branch, office or Affiliate holding such

deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent, the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Loans owing to such Defaulting Lender as to which it exercised such right of set-off. The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section 9.05 are in addition to other rights and remedies (including other rights of set-off) that such Lender, such Issuing Bank or their respective Affiliates may have. Each Lender and Issuing Bank agrees to notify the Company and the Agent promptly after any such set-off and application; provided, that the failure to give such notice shall not affect the validity of such set-off and application.

Section 9.06 Binding Effect. This Agreement shall become effective on and as of the Closing Date and thereafter shall be binding upon and inure to the benefit of the Borrowers, the Agent, the Issuing Banks and each Lender and their respective successors and assigns, except that no Borrower nor any other Loan Party shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Agent and the Lenders (and any other attempted assignment or transfer by any party hereto shall be null and void).

Section 9.07 Assignments and Participations. Successors and Assigns Generally. No Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section 9.07, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 9.07, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (e) of this Section 9.07 (and any other attempted assignment or transfer by any Lender shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section 9.07 and, to the extent expressly contemplated hereby, the Related Parties of each of the Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (in each case with respect to any Facility) at the time owing to it); provided, that (in each case with respect to any Facility) any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (b)(i)(B) of this Section 9.07 in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in paragraph (b)(i)(A) of this Section 9.07, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the

Trade Date) shall not be less than $5,000,000 (or the Equivalent Amount thereof in the applicable Foreign Currency), in the case of any assignment in respect the Revolving Credit Facility, or $1,000,000, in the case of any assignment in respect of any other Facilities, unless each of the Agent and, so long as no Event of Default has occurred and is continuing, the Company, otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis.

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by paragraph (b)(i)(B) of this Section 9.07 and, in addition:

(A) the consent of the Company (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund that, is in each case, a Regulated Bank; provided, that if consent of the Company is required (other than with respect to any assignment to a Person that is not a Regulated Bank), the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received written notice thereof;

(B) the consent of the Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments unless such assignment is an assignment of Term Loans to a Person who is a Lender, an Affiliate of a Lender or an Approved Fund; and

(C) the consent of each Issuing Bank and the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided, that the Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that in the case of contemporaneous assignments by any Lender to one or more Related Funds, only a single processing and recordation fee shall be payable for such assignments. The assignee, if it is not a Lender, shall deliver to the Agent any tax forms required by Section 2.15(g) and an Administrative Questionnaire.

(v) No Assignment to Certain Persons. No such assignment shall be made to (A) the Company or any Affiliate of the Company (other than to the Company pursuant to clause (vii) below), (B) any Defaulting Lender, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B) or (C) a natural Person.

(vi) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall

make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Company and the Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent, each Issuing Bank and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Ratable Share thereof. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(vii) Assignments to the Company. Notwithstanding anything to the contrary herein, any Lender may assign all or any portion of its Term Loans to the Company; provided, that:

(A) (x) such assignment is made pursuant to a “Dutch auction” open to all Lenders holding Term Loans on a pro rata basis in accordance with customary procedures to be agreed between the Company and the Agent or (y) such assignment is made as an open market purchase on a non-pro rata basis;

(B) no Default or Event of Default has occurred and is continuing or would result therefrom;

(C) any Term Loans assigned to the Company in accordance with this Section 9.07(b)(vii) shall be automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder; and

(D) the Company may not use the proceeds from any Revolving Credit Loans to purchase any Term Loans.

Subject to acceptance and recording thereof by the Agent pursuant to paragraph (c) of this Section 9.07, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.15 and 9.04 and remain liable under Section 9.04(e) with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section 9.07.

(c) Register. The Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at one of its offices in the United States a copy of each Assignment and Assumption delivered

to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may, at any time, without the consent of, or notice to, any Borrower, any Issuing Bank, the Swingline Lender or the Agent, sell participations to any Person (other than a natural Person or the Company or any of the Company’s Affiliates or subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrowers, the Agent, the Issuing Banks, the Swingline Lender and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (i) or (ii) of the first proviso to Section 9.01(a) that affects such Participant. The Company agrees that each Participant shall be entitled to the benefits of Sections 2.12, 9.04(f) and 2.15 (subject to the requirements and limitations therein, including the requirements under Section 2.15(g) (it being understood and agreed that the documentation required under Section 2.15(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 9.07; provided, that such Participant (A) agrees to be subject to the provisions of Section 2.19 as if it were an assignee under paragraph (b) of this Section 9.07; and (B) shall not be entitled to receive any greater payment under Sections 2.12 or 2.15, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Company’s request and expense, to use reasonable efforts to cooperate with the Company to effectuate the provisions of Section 2.19 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.05 as though it were a Lender; provided, that such Participant agrees to be subject to Section 2.16 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

(e) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Section 9.08 Confidentiality. Each of the Agent, the Lenders and the Issuing Banks agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood and agreed that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; provided, that such Person shall, to the extent permitted by law, use its commercially reasonable efforts to promptly inform the Company of such disclosure and to ensure that such Information is accorded confidential treatment; (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; (f) to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Company and its obligations, this Agreement or payments hereunder, in each case who agree to comply with the provisions of this Section 9.08 (or provisions substantially similar to this Section 9.08); (g) on a confidential basis to (i) any rating agency in connection with rating the Company or the Subsidiaries or the Facilities or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Facilities; (h) with the consent of the Company; (i) in syndication or other marketing materials relating to the Facilities, (j) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 9.08, or (y) becomes available to the Agent, any Lender, any Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Company or (k) to market data collectors and similar service providers to the lending industry (provided, that such information is limited to the existence of the Facilities and the terms of the Facilities customarily provided to such persons).

For purposes of this Section 9.08, “Information” means all information received from the Company or any of the Restricted Subsidiaries relating to the Company or any of the Restricted Subsidiaries or any of their respective businesses, other than any such information that is available to the Agent, any Lender or any Issuing Bank on a nonconfidential basis prior to disclosure by the Company or any of the Restricted Subsidiaries. Any Person required to maintain the confidentiality of Information as provided in this Section 9.08 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 9.09 Governing Law. This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of New York.

Section 9.10 Execution in Counterparts. This Agreement 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.

Delivery of an executed counterpart of a signature page to this Agreement by fax or email shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 9.11 Judgment. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in an Agreed Currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agent could purchase the applicable Agreed Currency with such other currency at BMO’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given.

(b) The obligation of any Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Agent hereunder shall, notwithstanding any judgment in any other currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Agent (as the case may be), of any sum adjudged to be so due in such othercurrency, such Lender or the Agent (as the case may be) may in accordance with normal banking procedures purchase the applicable Primary Currency with such other currency; if the amount of the applicable Primary Currency so purchased is less than such sum due to such Lender or the Agent (as the case may be) in the applicable Primary Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Agent (as the case may be) against such loss, and if the amount of the applicable Primary Currency so purchased exceeds such sum due to any Lender or the Agent (as the case may be) in the applicable Primary Currency, such Lender or the Agent (as the case may be) agrees to remit to the applicable Borrower such excess.

Section 9.12 Jurisdiction, Etc. Jurisdiction. Each Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Agent, any Lender, any Issuing Bank, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Agent, any Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Borrower, any other Loan Party or their respective properties in the courts of any jurisdiction.

(b) Waiver of Venue. Each Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 9.12. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Service of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 9.02. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Section 9.13 No Liability of the Issuing Banks. The Borrowers assume all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither an Issuing Bank nor any of its Related Parties shall be liable or responsible for: (a) the use that may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith; (b) the failure to obtain any document (other than any sight draft, certificates and documents expressly required by the applicable Letter of Credit); (c) validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (d) payment by such Issuing Bank against presentation of documents that do not comply with the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (e) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except that the Company and any other applicable Borrower shall have a claim against such Issuing Bank, and such Issuing Bank shall be liable to the Company and any other applicable Borrower, to the extent of any direct, but not special, indirect consequential or punitive, damages suffered by the Company or any such other Borrower that the Company or any such other Borrower proves (as determined by a court of competent jurisdiction by final and nonappealable judgment) were caused by such Issuing Bank’s bad faith, willful misconduct or gross negligence when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. In furtherance and not in limitation of the foregoing, such Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary; provided, that nothing herein shall be deemed to excuse such Issuing Bank if it acts with bad faith, gross negligence or willful misconduct (as determined by a court of competent jurisdiction by final and nonappealable judgment) in accepting such documents.

Section 9.14 Patriot Act Notice. Each Lender and the Agent (for itself and not on behalf of any Lender) hereby notifies each Borrower that, pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Borrower and the other Loan Parties, which information includes the name and address of each Borrower and the other Loan Parties and other information that will allow such Lender or the Agent, as applicable, to identify the Borrowers and the other Loan Parties in accordance with the Patriot Act. The Borrowers shall provide such information and take such actions as are reasonably requested by the Agent or any Lenders in order to assist the Agent and the Lenders in maintaining compliance with the Patriot Act.

Section 9.15 Other Relationships; No Fiduciary Duty. No relationship created hereunder or under any other Loan Document shall in any way affect the ability of the Agent and each Lender to enter into or maintain business relationships with the Borrowers or any Affiliate thereof beyond the relationships specifically contemplated by this Agreement and the other Loan Documents. Each Borrower agrees that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, such Borrower, its subsidiaries and its Affiliates, on the one hand, and the Agent, the Lenders and their respective Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any advisory, equitable or fiduciary duties on the part of the Agent, any Lender or any of their respective Affiliates, and no such duties will be deemed to have arisen in connection with any such transactions or communications. Each Borrower also hereby agrees that none of the Agent, any Lender or any of their respective Affiliates have advised and are advising such Borrower or any of its subsidiaries or Affiliates as to any legal, accounting, regulatory or tax matters, and that such Borrower is consulting its own advisors concerning such matters to the extent it deems appropriate.

Section 9.16 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT

OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.16.

Section 9.17 Interest Rate Limitation. Notwithstanding anything to the contrary in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “Maximum Rate”). If the Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the applicable Borrower. In determining whether the interest contracted for, charged, or received by the Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Loan Document Obligations hereunder.

Section 9.18 Material Non-Public Information.

(a) EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.08 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWERS AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

(b) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWERS OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWERS AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWERS AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

Section 9.19 Authorization to Distribute Certain Materials to Public-Siders.

(a) If the Company does not file this Agreement with the SEC, then the Borrowers hereby authorize the Administrative Agent to distribute the execution version of this Agreement and the other Loan Documents to all Lenders, including to Public-Siders. The Borrowers acknowledge their understanding that Public-Siders and their firms may be trading in any of the Borrowers’ respective securities while in possession of the Loan Documents.

(b) Each Borrower represents and warrants that none of the information in the Loan Documents constitutes or contains material non-public information within the meaning of the United States federal and state securities laws. To the extent that any of the executed Loan Documents constitutes at any time a material non-public information within the meaning of the United States federal and state securities laws after the date hereof, the Company agrees that it will promptly make such information publicly available by press release or public filing with the SEC.

Section 9.20 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties hereto or to any other Loan Documents, each party hereto acknowledges that any liability of any Affected Financial Institution (as defined below) arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers (as defined below) of the applicable Resolution Authority (as defined below) and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-In Action (as defined below) on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

The following terms shall for purposes of this Section 9.20 have the meanings set forth below:

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“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 member state 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.

“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.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

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

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

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 9.21 Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 9.22 Intercreditor Agreements. Each of the Lenders and the other Secured Parties (a) authorizes and instructs the Agent to enter into intercreditor agreements (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Loan Party of any Indebtedness of such Loan Party that is permitted to be secured by the Collateral pursuant to Section 6.01 of this Agreement, in order to permit

such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by such Loan Party, to the extent such priority is permitted by the Loan Documents)) as collateral agent and on behalf of such Person, and by its acceptance of the benefits of the Security and Guarantee Documents, hereby acknowledges that any such intercreditor agreement is or will be, as applicable, binding upon it and (b) agrees that it will be bound by and will take no actions contrary to the provisions of such intercreditor agreements (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Loan Party of any Indebtedness of such Loan Party that is permitted to be secured by the Collateral pursuant to Section 6.01 of this Agreement, in order to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by such Loan Party, to the extent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof.

Section 9.23 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States).

(a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(b) The following terms shall for purposes of this Section 9.23 have the meanings set forth below:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

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

interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

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

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

ALTRA INDUSTRIAL MOTION CORP.

By: /s/ Todd Patriacca

Name: Todd Patriacca

Title: Vice President Finance,

Corporate Controller and Treasurer

ALTRA INDUSTRIAL MOTION UK HOLDING LIMITED

By: /s/ Todd Patriacca Name: Todd Patriacca

Title: Authorized Signatory

ALTRA INDUSTRIAL MOTION SWITZERLAND SARL

By: /s/ Todd Patriacca Name: Todd Patriacca

Title: Authorized Signatory

[Signature Page to Altra Credit Agreement]

BANK OF MONTREAL,

as Administrative Agent, Collateral Agent and Sustainability Structuring Agent

By: /s/ Matthew Gerber
Name: Matthew Gerber
Title: Managing Director

[Signature Page to Altra Credit Agreement]

BANK OF MONTREAL,

as Lender and Issuing Bank

By: /s/ Matthew Gerber
Name: Matthew Gerber
Title: Managing Director

[Signature Page to Altra Credit Agreement]

CITIZENS BANK, N.A.,

as Lender and Issuing Bank

By: /s/ Michael Makaitis
Name: Michael Makaitis
Title: Senior Vice President

[Signature Page to Altra Credit Agreement]

JPMORGAN CHASE BANK, N.A.,

as Lender and Issuing Bank

By: /s/ Kelly Milton
Name: Kelly Milton
Title: Executive Director

[Signature Page to Altra Credit Agreement]

WELLS FARGO BANK N.A.,

as Lender and Issuing Bank

By: /s/ Christopher Mandonas
Name: Christopher Mandonas
Title: Vice President

[Signature Page to Altra Credit Agreement]

PNC BANK, NATIONAL ASSOCIATION,

as Lender

By: /s/ Eileen P. Murphy
Name: Eileen P. Murphy
Title: Vice President

[Signature Page to Altra Credit Agreement]

HSBC BANK USA N.A.,

as Lender

By: /s/ Kyle Patterson
Name: Kyle Patterson
Title: Senior Vice President

[Signature Page to Altra Credit Agreement]

KEYBANK NATIONAL ASSOCIATION,

as Lender

By: /s/ Eric W. Domin
Name: Eric W. Domin
Title: Vice President

[Signature Page to Altra Credit Agreement]

MUFG UNION BANK, N.A.,

as Lender

By: /s/ Deborah White
Name: Deborah White
Title: Director

[Signature Page to Altra Credit Agreement]

TD BANK, N.A.,

as Lender

By: /s/ Steve Levi
Name: Steve Levi
Title: Senior Vice President

[Signature Page to Altra Credit Agreement]

CITIBANK, N.A.,

as Lender

By: /s/ Stephen J. White
Name: Stephen J. White
Title: Director

[Signature Page to Altra Credit Agreement]

U.S. BANK, NATIONAL ASSOCIATION,

as Lender

By: /s/ Kelsey E. Hehman
Name: Kelsey E. Hehman
Title: Assistant Vice President

[Signature Page to Altra Credit Agreement]

THE HUNTINGTON NATIONAL BANK,

as Lender

By: /s/ Gregory Kervin
Name: Gregory Kervin
Title: Bank Officer

[Signature Page to Altra Credit Agreement]

PEOPLE’S UNITED BANK, NATIONAL ASSOCIATION, as Lender

By: /s/ Kathryn Williams
Name: Kathryn Williams
Title: Senior Vice President

[Signature Page to Altra Credit Agreement]

GOLDMAN SACHS BANK USA,

as Lender

By: /s/ Rebecca Kratz
Name: Rebecca Kratz
Title: Authorized Signatory

[Signature Page to Altra Credit Agreement]

WEBSTER BANK, N.A.,

as Lender

By: /s/ Samuel Pepe
Name: Samuel Pepe
Title: Vice President

[Signature Page to Altra Credit Agreement]

Schedule I

COMMITMENTS

Name of Initial Lender	Revolving Credit Commitment ($)	Letter of Credit Commitment ($)	Term Commitment ($)
Bank of Montreal	$125,000,000.00	$25,000,000.00	$50,000,000.00
Citizens Bank, N.A.	$107,142,857.14	$25,000,000.00	$42,857,142.86
JPMorgan Chase Bank, N.A.	$107,142,857.14	$25,000,000.00	$42,857,142.86
Wells Fargo Bank N.A.	$107,142,857.14	$25,000,000.00	$42,857,142.86
PNC Bank, National Association	$67,857,142.86		$27,142,857.14
HSBC Bank USA, N.A.	$67,857,142.86		$27,142,857.14
KeyBank, National Association	$67,857,142.86		$27,142,857.14
MUFG Union Bank, N.A.	$67,857,142.86		$27,142,857.14
TD Bank, N.A.	$67,857,142.86		$27,142,857.14
Citibank, N.A.	$50,000,000.00		$20,000,000.00
U.S. Bank National Association	$50,000,000.00		$20,000,000.00
The Huntington National Bank	$50,000,000.00		$20,000,000.00
People’s United Bank, National Association	$28,571,428.57		$11,428,571.43
Goldman Sachs Bank USA	$17,857,142.86		$7,142,857.14
Webster Bank, N.A.	$17,857,142.85		$7,142,857.15
TOTAL	$1,000,000,000.00	$100,000,000.00	$400,000,000.00

Schedule II

SUBSIDIARY GUARANTORS

1. American Precision Industries Inc.

2. Ameridrives International, LLC

3. AS Motion North America Inc.

4. Boston Gear LLC

5. Formsprag LLC

6. Guardian Couplings LLC

7. Inertia Dynamics, LLC

8. Jacobs Vehicle Systems, Inc.

9. Kilian Manufacturing Corporation

10. Kollmorgen Corporation

11. PacSci Motion Control, Inc.

12. TB Wood's Corporation

13. TB Wood's Incorporated

14. Thomson Industries, Inc.

15. Thomson Linear LLC

16. Warner Electric LLC

Schedule III

UK Treaty Lenders and UK Non-Bank Lenders

UK Treaty Lenders wishing the HMRC DT Treaty Passport scheme to apply to this Agreement:

Name of UK Treaty Lender	DT Treaty Passport scheme reference number	Jurisdiction of tax residence
Goldman Sachs Bank USA	13/G/351779/DTTP	USA
JP Morgan Chase Bank, N.A.	13/M/268710/DTTP	USA
Wells Fargo Bank, N.A.	13/W/61173/DTTP	USA
Citibank, N.A.	13/C/62301/DTTP	USA
Citizens Bank, N.A.	13/C/356159/DTTP	USA
U.S. Bank National Association	13/U/62184/DTTP	USA
MUFG Union Bank, N.A.	43/M/322072/DTTP	Japan
TD Bank, N.A.	13/T/358618/DTTP	USA
BMO Harris Bank N.A.	13/B/359708/DTTP	USA
HSBC Bank USA, N.A..	13/H/314375/DTTP	USA
U.S. Bank National Association	13/U/62184/DTTP	United Kingdom

Lenders designated as UK Non-Bank Lenders:

Name of UK Non-Bank Lender

None.

Schedule 1.01(a)

MORTGAGED PROPERTY

None.

Schedule 1.01(b)

EXISTING CONTRACTS PROHIBITING SUBSIDIARY GUARANTEES

None.

Schedule 1.01(c)

EXISTING LETTERS OF CREDIT

 

Schedule 2.25

DESIGNATED BORROWERS

1. Altra Industrial Motion UK Holding Limited

2. Altra Industrial Motion Switzerland SarL

[Signature Page to Notice of Borrowing]

Schedule 4.13

SUBSIDIARIES

NAME	JURISDICTION
Guardian Couplings LLC	Delaware
Nuttall Gear LLC	Delaware
Ameridrives International, LLC	Delaware
Formsprag LLC	Delaware
Warner Electric LLC	Delaware
Warner Electric Technology LLC	Delaware
Svendborg Brakes USA, LLC	Delaware
Boston Gear LLC	Delaware
Bauer Gear Motor LLC	Delaware
Inertia Dynamics, LLC	Delaware
Kilian Manufacturing Corporation	Delaware
Kilian Canada ULC	Canada
TB Wood’s Corporation	Delaware
TB Wood’s Incorporated	Pennsylvania
T.B. Wood’s Canada Ltd.	Canada
Industrial Blaju, S.A. de C.V.	Mexico
Altra Industrial Motion (Thailand) Ltd.	Thailand
Altra Industrial Motion International Holding, LLC.	Delaware
Altra Industrial Motion Netherlands C.V.	Netherlands
Altra Industrial Motion Netherlands B.V.	Netherlands
Altra Industrial Motion Germany GmbH	Germany
Stieber GmbH	Germany
Stromag Holding GmbH	Germany
Stromag GmbH	Germany
Stromag Dessau GmbH	Germany
Altra Industrial Motion India Private Ltd.	India
Warner Electric (Neth) Holding B.V.	Netherlands
Altra Industrial Motion Switzerland SarL	Switzerland
Altra Industrial Motion Australia Pty. Ltd.	Australia
Altra Industrial Motion Hong Kong Limited	Hong Kong
Altra Industrial Motion (ShenZhen) Co., Ltd.	China
Altra Industrial Motion Singapore Pte. Ltd.	Singapore

Altra Industrial Motion Taiwan Ltd.	Taiwan
Altra Industrial Motion UK Limited	United Kingdom
Altra Industrial Motion UK Holding Limited	United Kingdom
Matrix International Ltd.	United Kingdom
Matrix International GmbH	Germany
Bibby Transmissions Ltd.	United Kingdom
Altra Industrial Motion South Africa (Pty.) Ltd.	South Africa
Huco Engineering Industries Ltd.	United Kingdom
Twiflex Ltd.	United Kingdom
Bauer Gear Motor Limited	United Kingdom
Bauer Gear Motor GmbH	Germany
Bauer Gear Motor Europe GmbH	Germany
Bauer Gear Motor Slovakia s.r.o.	Slovakia
Bauer Gear Motor Finland Oy Ab	Finland
Altra Industrial Motion Russia OOO	Russia
Aluminum Die Casting S.r.L.	Italy
Warner Electric (Holding) SAS	France
Warner Electric Europe SAS	France
Stromag Holding SAS	France
Stromag France SAS	France
Altra Industrial Motion do Brasil Equipamentos Industriais Ltda.	Brazil
Altra Industrial Motion Denmark ApS	Denmark
S.B. Patent Holding ApS	Denmark
Svendborg Brakes ApS	Denmark
Svendborg Brakes Espana S.A.	Spain
Svendborg Brakes Korea Co. Ltd.	Korea
Svendborg Brakes Chile Ltd.	Chile
Kollmorgen Europe Gmbh	Germany
Thomson Neff Industries GmbH	Germany
Kollmorgen Automation AB	Sweden
Tollo Linear AB	Sweden
Kollmorgen s.r.o.	Czech Republic
Kollmorgen s.r.l.	Italy

Jacobs Vehicle System Europe s.r.o	Czech Republic
AS Motion Asiapac Holding Ltd.	Hong Kong
A&S Industry Technology (Tianjin) Co., Ltd.	China
Portescap Singapore Pte Ltd.	Singapore
Jacobs (Suzhou) Vehicle Systems Co. Ltd.	China
Portescap India Private Limited	India
Svendborg Brakes Peru S.A.C	Peru
Svendborg Brakes Shanghai Co. Ltd	China
Svendborg Brakes Trading (Shanghai) Co. Ltd	China
Svendborg Brakes India Ltd	India
Altra Industrial Motion ShenZhen Shanghai Branch	China
Stevens Holding Company Inc.	Delaware
AS Motion LLC	Delaware
AT Business Systems LLC	Delaware
AS Motion North America Inc.	Delaware
Jacobs Vehicle Systems, Inc.	Delaware
PacSci Motion Control, Inc.	Massachusetts
AS Motion International BV	Netherlands
G&L Motion Control Inc.	Delaware
Thomson Linear LLC	Delaware
American Precision Industries, Inc.	Delaware
Motion Engineering Incorporated	California
Ball Screws and Actuators Co, Inc.	California
Wermex Corporation	Texas
Thomson Industries, Inc.	Delaware
Kollmorgen Corporation	New York
Elsim Elektroteknik Sistemler Sanayi ve Ticaret A.S.	Turkey
AS Motion Hong Kong Ltd.	Hong Kong
Portescap U.S. Inc.	New York
Heat Transfer Guarantee Co., LLC	Delaware
API Harowe (St. Kitts) Ltd.	Saint Kitts and Nevis
Portescap S.A.	Switzerland
ABEK LLC	Delaware
Thomson Industries S. de R.L. CV	Mexico
Portescap Co., Ltd.	Japan

Schedule 5.11

POST-CLOSING OBLIGATIONS

1. Within ten (10) Business Days after the Closing Date (or such other date as the Administrative Agent may agree in its sole discretion), the Borrower shall deliver, or cause to be delivered, to the Administrative Agent all endorsements to the insurance policies required to be maintained pursuant to Section 5.02(b) of the Credit Agreement, which name the Administrative Agent, as Collateral Agent, as additional insured or loss payee, as applicable.

2. Within six (6) months after the Closing Date (or such other date as the Administrative Agent may agree in its sole discretion), the Borrower shall deliver, or cause to be delivered, to the Administrative Agent, to the extent required by the Guarantee and Collateral Agreement, all Pledged Collateral (as defined in the Guarantee and Collateral Agreement) required to be delivered to the Collateral Agent pursuant to the Guarantee and Collateral Agreement, together with undated proper instruments of assignment duly executed by the applicable Loan Party in blank.

Schedule 6.01(c)

EXISTING LIENS

1. See items listed under the headings “Mortgages” and “Financing Leases” on Schedule 6.09(i).

2. The Turkish Credit Agreement (as defined on Schedule 6.09(i)).

3. Liens in connection with items listed under the heading “Equipment Financing” on Schedule 6.09(i).

Schedule 6.08(a)

EXISTING INVESTMENTS

1. Kollmorgen Automation AB’s 7.61% equity participation in MTEK Industry AB.

2. Bibby Transmissions Ltd.’s 50% equity participation in Rathi Turboflex Pty. Ltd. (India).

Schedule 6.09(i)

EXISTING INDEBTEDNESS

Mortgages

1. During 2015, Stieber GmbH entered into a new mortgage with a bank for €1.5 million secured by its facility in Heidelberg, Germany, to replace its previously existing mortgage. The new mortgage has an interest rate of 1.00% which is payable in monthly installments until August 2023. As of September 30, 2021, the mortgage had a remaining principal balance of €0.3 million.

2. During 2014, Bauer Gear Motor GmbH entered into a mortgage with a bank for €6.0 million secured by its facility in Esslingen, Germany. The mortgage has an interest rate of 2.5% per year, which is payable in annual interest payments of €0.1 million, to be paid in monthly installments. The mortgage had a remaining principal balance of €6.0 million at September 30, 2021. The principal portion of the mortgage will be due in a lump-sum payment in July 2028.

3. During 2016, Bauer Gear Motor Slovakia s.r.o. entered into a loan with a bank to equip its facility in Zlaté Moravce, Slovakia. As of September 30, 2021, the total principal outstanding was €0.7 million and is guaranteed by land security at its parent company facility in Esslingen, Germany. The loan is due in installments through 2022 with interest rates ranging from 1.70% to 1.95%

4. During 2015, Warner Electric Europe SAS entered into a mortgage with a bank for €2.1 million, secured by its facility in Angers, France. The mortgage has an interest rate of 1.85% per year which is payable in monthly installments until May 2025. The mortgage had a balance of €0.9 million at September 30, 2021.

Financing Leases

5. The Company and its Subsidiaries lease certain equipment under capital lease arrangements, whose obligations are included in both short-term and long-term debt. As of September 30, 2021 the aggregate amount of such obligations was approximately $0.2 million.

Other

6. Limited Guaranty, dated as of December 4, 2019, given by Altra Industrial Motion Corp. in favor of HSBC Bank plc and the Hongkong and Shanghai Banking Corporation Limited, as amended. Exposures are as follows:

 GBP 205,000 and EUR 850,000 in Corporate Cards provided by HSBC Bank plc

 INR 100,400,000 consisting of INR 75,000,000 of Overdraft Facility, INR 15,000,000 of Guarantee Facility and INR 10,400,000 of FX provided by The Hongkong and Shanghai Banking Corporation Limited

7. Certain of the Company’s foreign subsidiaries maintain overdraft agreements with financial institutions. There were no borrowings as of October 31, 2021 under any of the overdraft agreements.

8. Guaranty, dated as of November 10, 2017 given by Altra Industrial Motion Corp. in favor of Citigroup Inc., its subsidiaries and affiliates to support various merchant facilities, working capital and customs guarantees.

9. Guaranty to be given by Altra Industrial Motion Corp. in favor of Gelco Fleet Trust and Element Fleet Corporation relating to various commercial and employee vehicle agreements.

A&S Businesses

10. General Credit Agreement, dated April 10, 2014, by and between Elsim and Citibank A.S., relating to a line of credit of up to 16,000,000 Turkish Liras (the “Turkish Credit Agreement”).

11. SEK 60 million Overdraft Facility Agreement, dated as of May 26, 2016, between Danske Bank A/S, as lender and Kollmorgen Automation AB, as borrower.

Equipment Financing

12. Debt owed to U.S. Bank Equipment Finance from Altra Industrial Motion Corp. for equipment.

13. Debt owed to Mazak Corporation from Altra Industrial Motion Corp. and others for Mazak Machines.

14. Debt owed to CitiBank, N.A. from American Precision Industries, Inc. for AR owing to American Precision Industries, Inc. from Medtronic.

15. Debt owed to Cannon Financial Services from Inertia Dynamics LLC for equipment.

16. Debt owed to GreatAmerican Financial Services Corporation from Kollmorgen Corporation for equipment.

17. Debt owed to Honeywell International from Kollmorgen Corporation for equipment.

18. Debt owed to Ellison Technologies, Inc. from TB Woods Incorporated for equipment.

19. Debt owed to Maro from TB Woods Incorporated for equipment.

20. Debt owed to NMHG Financial Services, Inc. and HYG Financial Services, Inc. from Thomson Linear LLC for equipment.

21. Debt owed to NMHG Financial Services, Inc. and HYG Financial Services, Inc. from Warner Electric for equipment.

22. Debt owed to Witchita Falls Economic Development Corp from Warner Electric LLC for equipment.

23. Debt owed to U.S. Bank Equipment Finance from Warner Electric LLC for equipment.

24. Debt owed to HYG Financial Services, Inc. from Warner Electric LLC for equipment.

25. Debt owed to CitiBank, N.A. from Formsprag LLC in connection with a supplier agreement.

26. Debt owed to HYG Financial Services, Inc. from Formsprag LLC for equipment.

Schedule 6.10

BURDENSOME AGREEMENTS

None.

Schedule 6.14

TRANSACTIONS WITH AFFILIATES

None.

EXHIBIT A-1 - FORM OF
REVOLVING CREDIT NOTE

REVOLVING CREDIT NOTE

Dated: [ ], 20[]

FOR VALUE RECEIVED, the undersigned, [ALTRA INDUSTRIAL MOTION CORP., a Delaware corporation][ALTRA INDUSTRIAL MOTION UK HOLDING LIMITED, a limited liability company incorporated under the Laws of England and Wales][Altra Industrial Motion Switzerland SarL, a Switzerland limited liability company][other applicable Designated Borrower] (the “Borrower”), HEREBY PROMISES TO PAY to [__________] (the “Lender”) and its registered assigns for the account of its Applicable Lending Office on the Revolving Credit Facility Maturity Date (each as defined in the Credit Agreement referred to below) the aggregate principal amount of the Revolving Credit Loans made by the Lender to the Borrower pursuant to the Credit Agreement dated as of November 17, 2021, by and among [the Borrower][the Borrower, Altra Industrial Motion Corp.,], the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto and Bank of Montreal, as Administrative Agent and Collateral Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) outstanding on the Revolving Credit Facility Maturity Date applicable to the Lender.

The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Loan from the date of such Revolving Credit Loan until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.

Both principal and interest in respect of each Revolving Credit Loan are payable in the applicable Agreed Currency to the Agent at the Agent’s Account. Each Revolving Credit Loan owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Revolving Credit Note.

This Revolving Credit Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Revolving Credit Loans by the Lender to the Borrower from time to time in an aggregate Dollar Amount not to exceed at any time outstanding the aggregate principal amount of the Lender’s Revolving Credit Commitment, the indebtedness of the Borrower resulting from each such Revolving Credit Loan being evidenced by this Revolving Credit Note and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

[Signature Page Follows]

[ ],

as Borrower,

By

Name:
Title:

[Signature Page to Notice of Borrowing]

LOANS AND PAYMENTS OF PRINCIPAL

Date Amount of Revolving Credit Loan Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation
Made by

EXHIBIT A-2 - FORM OF
TERM NOTE

TERM NOTE

U.S.$[ ] Dated: [ ], 20[ ]

FOR VALUE RECEIVED, the undersigned, ALTRA INDUSTRIAL MOTION CORP., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to [_________] (the “Lender”) and its registered assigns for the account of its Applicable Lending Office on the Term Loan Maturity Date (each as defined in the Credit Agreement referred to below) the aggregate principal amount of the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement dated as of November 17, 2021, by and among the Borrower, the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto and Bank of Montreal, as Administrative Agent and Collateral Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) outstanding on the Term Loan Maturity Date.

The Borrower promises to pay interest on the unpaid principal amount of each Term Loan from the date of such Term Loan until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.

Both principal and interest in respect of each Term Loan are payable in lawful money of the United States of America to the Agent at the Agent’s Account, in same day funds. Each Term Loan owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Term Note.

This Term Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

[Signature Page Follows]

ALTRA INDUSTRIAL MOTION CORP.,
as Borrower

By

Name:

Title:

LOANS AND PAYMENTS OF PRINCIPAL

Date Amount of Term Loan Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation
Made by

EXHIBIT B - FORM OF NOTICE OF
BORROWING

Bank of Montreal, as Administrative Agent

for the Lenders party

to the Credit Agreement

referred to below

151 W 42nd Street, Floor 31

New York, NY 10036

Attention of Andrew Degrassi

NOTICE OF BORROWING

Dated: [ ], 20[ ]

Ladies and Gentlemen:

The undersigned, [ALTRA INDUSTRIAL MOTION CORP.][ALTRA INDUSTRIAL MOTION UK HOLDING LIMITED][Altra Industrial Motion Switzerland SarL][other applicable Designated Borrower], refers to the Credit Agreement, dated as of November 17, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), by and among [Altra Industrial Motion Corp.,] the undersigned, the Designated Borrowers party thereto, the Lenders party thereto and Bank of Montreal, as Administrative Agent for said Lenders and as Collateral Agent for the Secured Parties, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.02(a) of the Credit Agreement:

(i) The Proposed Borrowing is made under the [Term][Revolving Credit] Facility.

(ii) The Business Day of the Proposed Borrowing is [ ], 20[ ] (the “Proposed Borrowing Date”).

(iii) The Type of Loans comprising the Proposed Borrowing is [Base Rate Loans] [Eurocurrency Rate Loans] [RFR Loans].

(iv) The aggregate amount of the Proposed Borrowing is [$][ ].

(v) [The Agreed Currency and initial Interest Period for each Eurocurrency Rate Loan made as part of the Proposed Borrowing is [ ] and [ ] [day[s]/month[s]], respectively.]

The undersigned Responsible Officer of [ALTRA INDUSTRIAL MOTION CORP.] [ALTRA INDUSTRIAL MOTION UK HOLDING LIMITED] [Altra Industrial Motion Switzerland SarL] [other applicable Designated Borrower] hereby certifies that:

(a) The representations and warranties contained in Article IV of the Credit Agreement and in each other Loan Document are true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which

shall be true and correct in all respects) on and as of the Proposed Borrowing Date, before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of the Proposed Borrowing Date except where such representations and warranties expressly refers to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date; and

(b) No event has occurred and is continuing, or would result from the Proposed Borrowing or from the application of the proceeds therefrom, that constitutes a Default.

[Signature Page Follows]

Very truly yours,

[ALTRA INDUSTRIAL MOTION CORP.][ALTRA INDUSTRIAL
MOTION UK HOLDING
LIMITED][Altra Industrial Motion Switzerland SarL][other applicable Designated Borrower],
as Borrower

By

Name:

Title:

EXHIBIT C - FORM OF
ASSIGNMENT AND ASSUMPTION

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions for Assignment and Assumption set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees and swingline loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

1. Assignor[s]:

[Assignor [is] [is not] a Defaulting Lender]

2. Assignee[s]:

[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]

3. Borrower[s]: [ALTRA INDUSTRIAL MOTION CORP.][ALTRA INDUSTRIAL MOTION UK HOLDING LIMITED][Altra Industrial Motion Switzerland SarL][other applicable Designated Borrowers]

C-2

4. Administrative Agent: Bank of Montreal, as the administrative agent under the Credit Agreement

5. Credit Agreement: The Credit Agreement dated as of November 17, 2021, by and among ALTRA INDUSTRIAL MOTION CORP., the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto and Bank of Montreal, as Administrative Agent and Collateral Agent

6. Assigned Interest[s]:

Assignor[s] Assignee[s]	Facility Assigned	Aggregate Amount of Commitment/ Loans for all Lenders	Amount of Commitment/ Loans Assigned	Percentage Assigned of Commitment/ Loans	CUSIP Number
		$ $ $	$ $ $	% % %

[7. Trade Date: ]

[Signature Pages Follow]

C-2

Effective Date: _________________, 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR[S]

[NAME OF ASSIGNOR]

By

Title:

[NAME OF ASSIGNOR]

By

Title:

ASSIGNEE[S]

[NAME OF ASSIGNEE]

By

Title:

[NAME OF ASSIGNEE]

By

Title:

[Signature Page to Assignment and Assumption]

[Consented To and] Accepted:

[NAME OF ADMINISTRATIVE AGENT], as
Administrative Agent

By

Name:

Title:

[Consented To:]
[NAME OF RELEVANT PARTY]

By

Name:

Title:

[Signature Page to Assignment and Assumption]

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Company, any of its Subsidiaries or their Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Company, any of its Subsidiaries or their Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 9.07(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 4.06 or delivered pursuant to Section 5.07 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent, the Collateral Agent, Co-Managers, Arrangers, bookrunners or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including the Administrative Questionnaire pursuant to Section 9.07(b)(iv) of the Credit Agreement and other documentation pursuant to Section 2.15(g) of the Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Collateral Agent, Co-Managers, Arrangers, bookrunners, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

[2. UK Tax.

2.1 UK Tax Status. The Assignee confirms that it is:

(a) [not a UK Qualifying Lender.]

Annex 1-1

(b) [a UK Qualifying Lender (other than a UK Treaty Lender);]

(c) [a UK Treaty Lender;]]

[2.2 UK Tax Confirmation. The Assignee confirms that the person beneficially entitled to interest payable to such Assignee in respect of an advance under a Loan Document is either: (a) a company resident in the United Kingdom for United Kingdom tax purposes; (b) a partnership each member of which is: (i) a company so resident in the United Kingdom; or (ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or (c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.]

[2.3 HMRC DT Treaty Passport scheme. The Assignee confirms that it holds a passport under the HM Revenue & Customs DT Treaty Passport scheme (reference number [ ]) and is tax resident in [ ].]

3. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by the Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.

4. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax or email shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise), based upon, arising out of or relating to this Assignment and Assumption and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York.

Annex 1-2

EXHIBIT D-1 - FORM OF
U.S. TAX COMPLIANCE CERTIFICATE

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement dated as of November 17, 2021, by and among ALTRA INDUSTRIAL MOTION CORP. (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto and Bank of Montreal, as Administrative Agent for said Lenders and as Collateral Agent for the Secured Parties.

Pursuant to the provisions of Section 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Agent and the Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and the Agent, and (2) the undersigned shall have at all times furnished the Company and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[Signature Page Follows]

Annex 1-1

[NAME OF LENDER]

By

Name:

Title:

Date: [ ], 20[ ]

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EXHIBIT D-2 - FORM OF
U.S. TAX COMPLIANCE CERTIFICATE

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For
U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement dated as of November 17, 2021, by and among ALTRA INDUSTRIAL MOTION CORP. (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto and Bank of Montreal, as Administrative Agent for said Lenders and as Collateral Agent for the Secured Parties.

Pursuant to the provisions of Section 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[Signature Page Follows]

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[NAME OF PARTICIPANT]

By

Name:

Title:

Date: [ ], 20[ ]

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EXHIBIT D-3 - FORM OF
U.S. TAX COMPLIANCE CERTIFICATE

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement dated as of November 17, 2021, by and among ALTRA INDUSTRIAL MOTION CORP. (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto and Bank of Montreal, as Administrative Agent for said Lenders and as Collateral Agent for the Secured Parties.

Pursuant to the provisions of Section 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[Signature Page Follows]

Annex 1-1

[NAME OF PARTICIPANT]

By

Name:

Title:

Date: [ ], 20[ ]

Annex 1-1

EXHIBIT D-4 - FORM OF
U.S. TAX COMPLIANCE CERTIFICATE

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement dated as of November 17, 2021, by and among ALTRA INDUSTRIAL MOTION CORP. (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto and Bank of Montreal, as Administrative Agent for said Lenders and as Collateral Agent for the Secured Parties.

Pursuant to the provisions of Section 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Agent and the Company with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and the Agent, and (2) the undersigned shall have at all times furnished the Company and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[Signature Page Follows]

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[NAME OF LENDER]

By

Name:

Title:

Date: [ ], 20[ ]

Annex 1-1

EXHIBIT E-1 – FORM OF
DESIGNATED BORROWER REQUEST
AND ASSUMPTION AGREEMENT

DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT

Dated: [ ], 20[ ]

To: Bank of Montreal, as Administrative Agent

Ladies and Gentlemen:

This Designated Borrower Request and Assumption Agreement is made and delivered pursuant to Section 2.25 of the Credit Agreement dated as of November 17, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Altra Industrial Motion Corp. (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto and Bank of Montreal, as Administrative Agent for said Lenders and as Collateral Agent for the Secured Parties. All capitalized terms used in this Designated Borrower Request and Assumption Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

Each of [ ] (the “Designated Borrower”) and the Company hereby confirms, represents and warrants to the Administrative Agent and the Lenders that the Designated Borrower is a [Domestic/Foreign] Subsidiary of the Company.

The documents required to be delivered to the Administrative Agent under Section 2.25 of the Credit Agreement will be furnished to the Administrative Agent in accordance with the requirements of the Credit Agreement.

The parties hereto hereby confirm that with effect from the date hereof, the Designated Borrower shall have obligations, duties and liabilities toward each of the other parties to the Credit Agreement identical to those which the Designated Borrower would have had if the Designated Borrower had been an original party to the Credit Agreement on the Closing Date as a Designated Borrower. The Designated Borrower confirms its acceptance of, and consents to, all representations and warranties, covenants, and other terms and provisions of the Credit Agreement applicable to such Designated Borrower.

The parties hereto hereby request that the Designated Borrower be entitled to receive Loans under the Credit Agreement, and understand, acknowledge and agree that neither the Designated Borrower nor the Company on its behalf shall have any right to request any Loans for its account unless and until the effective date designated by the Administrative Agent in a Designated Borrower Notice delivered to the Company and the Lenders pursuant to Section 2.25 of the Credit Agreement.

This Designated Borrower Request and Assumption Agreement shall constitute a Loan Document under the Credit Agreement.

THIS DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Designated Borrower Request and Assumption Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

[NAME OF DESIGNATED
BORROWER],
as Designated Borrower

By

Name:

Title:

ALTRA INDUSTRIAL MOTION CORP., as the Company

By

Name:

Title:

EXHIBIT E-2
FORM OF DESIGNATED BORROWER NOTICE

DESIGNATED BORROWER NOTICE

Dated: [ ], 20[ ]

To: Altra Industrial Motion Corp.
The Lenders party to the Credit Agreement referred to below

Ladies and Gentlemen:

This Designated Borrower Notice is made and delivered pursuant to Section 2.25 of the Credit Agreement dated as of November 17, 2021, by and among Altra Industrial Motion Corp. (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto and Bank of Montreal, as Administrative Agent and Collateral Agent. All capitalized terms used in this Designated Borrower Notice and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

The Administrative Agent hereby notifies the Company and the Lenders that effective as of the date hereof [ ] shall be a Designated Borrower and may receive Loans for its account on the terms and conditions set forth in the Credit Agreement.

This Designated Borrower Notice shall constitute a Loan Document under the Credit Agreement.

BANK OF MONTREAL, as Administrative Agent

By:

Name:

Title:

EXHIBIT F
FORM OF SOLVENCY CERTIFICATE

SOLVENCY CERTIFICATE

Altra Industrial Motion Corp.

[DATE]

The undersigned, [ ], [ ] of Altra Industrial Motion Corp., a Delaware corporation (“Altra”), is familiar with the properties, businesses, prospects, assets and liabilities of Altra and its Subsidiaries (as defined in the Credit Agreement (as defined below)) and is duly authorized to execute this certificate (this “Solvency Certificate”) on behalf of Altra.

This Solvency Certificate is delivered pursuant to Section 3.01(d) of the Credit Agreement dated as of November 17, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Altra, the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto and Bank of Montreal, as Administrative Agent and Collateral Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

As used herein, “Company” means Altra and its Subsidiaries on a consolidated basis.

The undersigned certifies, in [his][her] capacity as [ ] of Altra and not in [his][her] individual capacity, that:

1. [she][he] has (i) reviewed the Credit Agreement and the other Loan Documents referred to therein and such other documents deemed relevant and (ii) made such other investigation and inquiries as to the financial condition of Altra and its Subsidiaries as the undersigned deems necessary and prudent for the purposes of providing this Solvency Certificate. The undersigned confirms and acknowledges that the Administrative Agent and the Lenders are relying on the truth and accuracy of this Solvency Certificate in connection with the making of the commitments and loans under the Credit Agreement; and

2. the financial information, projections and assumptions which underlie and form the basis for the representations made in this Solvency Certificate were made in good faith and were fair and reasonable in light of the circumstances existing at the time made and continue to be fair and reasonable as of the date hereof.

BASED ON THE FOREGOING, the undersigned certifies, in [his][her] capacity as [ ] of Altra and not in [his][her] individual capacity, that, on the date hereof, immediately after the consummation of the Transactions:

(i) the fair value of the present assets of the Company is greater than the total amount of liabilities (subordinated, contingent or otherwise) of the Company;

(ii) the present fair salable value of the assets of the Company is greater than the total amount that will be required to pay the probable liability of the Company on the sum of its debts and other liabilities (subordinated, contingent or otherwise), as they become absolute and matured;

F-1

(iii) the Company has not incurred, does not intend to, and does not believe that it will, incur debts or liabilities (subordinated, contingent or otherwise) beyond the Company’s ability to pay such debts and liabilities as they become due (whether at maturity or otherwise); and

(iv) the Company does not have unreasonably small capital with which to conduct the businesses in which it is engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date.

For purposes of this Solvency Certificate, the amount of any contingent liability has been computed as the amount that, in light of all of the facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability.

[Signature Page Follows]

F-2

IN WITNESS WHEREOF, I have executed this Solvency Certificate this as of the date first written above.

ALTRA INDUSTRIAL MOTION CORP.

By:

Name:

Title: [title of signing Financial

Officer]

EX-10.19

Exhibit 10.19

EXECUTION VERSION

GUARANTEE AND COLLATERAL AGREEMENT

dated as of November 17, 2021 among

ALTRA INDUSTRIAL MOTION CORP.,

the Subsidiary Guarantors from time to time party hereto,

and

BANK OF MONTREAL,

as Collateral Agent

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

SECTION 1.01. Credit Agreement 1

SECTION 1.02. Other Defined Terms 1

ARTICLE II GUARANTEE

SECTION 2.01. Guarantee 6

SECTION 2.02. Guarantee of Payment 6

SECTION 2.03. No Limitations, Etc 6

SECTION 2.04. Reinstatement 7

SECTION 2.05. Agreement to Pay; Subrogation 7

SECTION 2.06. Information 7

SECTION 2.07. Keepwell 8

SECTION 2.08. Limitation on Obligations of Subsidiary Guarantors 8

ARTICLE III PLEDGE OF SECURITIES

SECTION 3.01. Pledge 8

SECTION 3.02. Delivery of the Pledged Collateral 9

SECTION 3.03. Representations and Warranties 10

SECTION 3.04. Certification of Limited Liability Company Interests and Limited

Partnership Interests 11

SECTION 3.05. Registration in Nominee Name; Denominations 12

SECTION 3.06. Voting Rights; Dividends and Interest, Etc 12

ARTICLE IV

SECURITY INTERESTS IN PERSONAL PROPERTY

SECTION 4.01. Security Interest 14

SECTION 4.02. Representations and Warranties 15

SECTION 4.03. Covenants 17

SECTION 4.04. Other Actions 18

SECTION 4.05. Covenants Regarding Patent, Trademark and Copyright Collateral 19

ARTICLE V REMEDIES

SECTION 5.01. Remedies Upon Default 21

SECTION 5.02. Application of Proceeds 22

SECTION 5.03. Grant of License to Use Intellectual Property 23

SECTION 5.04. Federal Securities Laws, Etc 23

ARTICLE VI

INDEMNITY, SUBROGATION AND SUBORDINATION

SECTION 6.01. Indemnity and Subrogation 24

SECTION 6.02. Contribution and Subrogation 24

SECTION 6.03. Subordination 24

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ARTICLE VII

NON-CREDIT AGREEMENT SECURED PARTIES

SECTION 7.01. Authorization and Authority 25

SECTION 7.02. Exculpatory Provisions 25

SECTION 7.03. Reliance by Collateral Agent 25

SECTION 7.04. Resignation of Agent 26

SECTION 7.05. Agent May File Proofs of Claim 26

SECTION 7.06. Cash Management Banks and Hedge Banks 26

ARTICLE VIII MISCELLANEOUS

SECTION 8.01. Notices 27

SECTION 8.02. Security Interest Absolute 27

SECTION 8.03. Survival of Agreement 27

SECTION 8.04. Binding Effect; Several Agreement 27

SECTION 8.05. Successors and Assigns 28

SECTION 8.06. Collateral Agent’s Fees and Expenses; Indemnification 28

SECTION 8.07. Collateral Agent Appointed Attorney-in-Fact 28

SECTION 8.08. Applicable Law 29

SECTION 8.09. Waivers; Amendment 29

SECTION 8.10. WAIVER OF JURY TRIAL 29

SECTION 8.11. Severability 30

SECTION 8.12. Counterparts 30

SECTION 8.13. Headings 30

SECTION 8.14. Jurisdiction; Consent to Service of Process 30

SECTION 8.15. Termination or Release 30

SECTION 8.16. Additional Subsidiaries 31

SECTION 8.17. Right of Setoff 31

ii

This GUARANTEE AND COLLATERAL AGREEMENT, dated as of November 17, 2021 (this “Agreement”), is entered into by and among ALTRA INDUSTRIAL MOTION CORP., a Delaware corporation (the “Company”), the Guarantors from time to time party hereto and Bank of Montreal (“BMO”), as collateral agent for the Secured Parties (as defined in the Credit Agreement (as defined below)) (in such capacity, the “Collateral Agent”).

PRELIMINARY STATEMENT

Reference is made to the Credit Agreement, dated as of November 17, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Designated Borrowers from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and BMO, as administrative agent (in such capacity, the “Agent”) and as Collateral Agent.

The Lenders and the Issuing Banks (such term and each other capitalized term used but not defined in this preliminary statement having the meaning given or ascribed to it in Article I) have agreed to extend credit to the Company and the Designated Borrowers pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The obligations of the Lenders and the Issuing Banks to extend credit to the Company and the Designated Borrowers are conditioned upon, among other things, the execution and delivery of this Agreement by the Company and each Guarantor. Each Guarantor is an affiliate of the Company, will derive substantial benefits from the extension of credit to the Company and the Designated Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders and the Issuing Banks to extend such credit. Accordingly, the parties hereto agree as follows:

ARTICLE I DEFINITIONS

SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings set forth in the Credit Agreement. All capitalized terms defined in the New York UCC (as such term is defined herein) and not defined in this Agreement or the Credit Agreement have the meanings specified in the New York UCC.

(b) The rules of construction specified in Section 1.04 of the Credit Agreement also apply to this Agreement, mutatis mutandis.

SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Accounts Receivable” shall mean all Accounts, Instruments, Payment Intangibles and other accounts receivable and all rights, title and interest in any returned goods, together with all rights, titles, securities and guarantees with respect thereto, including any rights to stoppage in transit, replevin, reclamation and resales, and all related security interests, liens and pledges, whether voluntary or involuntary, in each case whether now existing or owned or hereafter arising or acquired.

“Agent” shall have the meaning assigned to such term in the preliminary statement.

“Agreement” shall have the meaning assigned to such term in the preamble.

“Anti-Assignment Laws” shall mean Sections 9-406, 9-407, 9-408 and 9-409 of the Uniform Commercial Code or any other similar applicable law or principle of equity.

“Article 9 Collateral” shall have the meaning assigned to such term in Section 4.01(a).

“Claiming Guarantor” shall have the meaning assigned to such term in Section 6.02.

“Collateral” shall mean the Article 9 Collateral and the Pledged Collateral.

“Collateral Agent” shall have the meaning assigned to such term in the preamble.

“Company” shall have the meaning assigned to such term in the preamble.

“Contributing Guarantor” shall have the meaning assigned to such term in Section 6.02.

“Copyright License” shall mean any written agreement, now or hereafter in effect, granting any right to any third party under any Copyright owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any copyright owned by any third party, and all rights of such Grantor under any such agreement.

“Copyrights” shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, including all derivative works, moral rights, renewals, extensions, reversions or restorations associated with such copyrights, now or hereafter provided by law, regardless of the medium of fixation or means of expression and (b) all registrations and applications for registration of the foregoing in the United States or any other country, including registrations, recordings, supplemental registrations, pending applications for registration and renewals in the United States Copyright Office (or any successor office or any similar office in any other country), including those listed on Schedule III.

“Credit Agreement” shall have the meaning assigned to such term in the preliminary

statement.

“Excluded Deposit Accounts” shall mean Deposit Accounts that are solely used for the payment of salaries and wages, workers’ compensation and similar expenses, trust accounts, client fund accounts and employee benefit accounts, in each case holding designated funds for the benefit of directors, officers, employees, customers or clients.

“Excluded Property” shall mean the following:

(a)motor vehicles and other assets subject to certificates of title;

(b)those assets over which the granting of security interests in such assets would be prohibited by any applicable law, rule, regulation or any contract that is permitted under the Credit Agreement (only to the extent that (i) such contractual restriction exists on the Closing Date and is not incurred in contemplated of the Closing Date or (ii) in the case of (x) any entity that becomes a subsidiary of the Company or a Guarantor after the Closing Date or (y) any asset acquired after the Closing Date, such contractual restriction is not incurred in contemplation of

(x) such entity becoming a subsidiary of the Company or a Guarantor or (y) the acquisition of such asset) (including the requirement to obtain consent of any Governmental Authority) after giving effect to the Anti-Assignment Laws, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibition;

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(c)assets to the extent a security interest in such assets would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar law or regulation in any applicable jurisdiction) as reasonably determined in good faith by the Company (it being understood that no Grantor shall be required to enter into any security agreement or pledge agreement governed by foreign law);

(d)any lease, permit, license or other agreement or any property subject to a purchase money security interest, capital lease obligation or similar arrangement to which a Grantor is a party, in each case permitted under the Credit Agreement, to the extent that a grant of a security interest therein would violate or invalidate such lease, permit, license, agreement or purchase money arrangement, capital lease obligation or similar arrangement or create a right of termination in favor of, or require the consent of, any other party thereto (other than the Company or any wholly owned subsidiary of the Company) after giving effect to the Anti-Assignment Laws, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibition;

(e)those assets as to which the Agent and the Company reasonably agree that the cost, burden, difficulty or consequence of obtaining a security interest in such assets is, or perfection thereof is, excessive in relation to the benefit to the Lenders of the security to be afforded thereby;

(f)Excluded Stock and Equity Interests of Unrestricted Subsidiaries;

(g)any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the Anti-Assignment Laws;

(h)any intent-to-use trademark or service mark application prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law;

(i)Excluded Deposit Accounts;

(j)cash to secure letter of credit reimbursement obligations so long as the letter of credit is issued pursuant to Section 2.03 of the Credit Agreement;

(k)(A) any fee-owned real property having a fair market value (as determined by the Company in good faith) not in excess of $15,000,000 (at the Closing Date or, with respect to real property acquired after the Closing Date, at the time of acquisition) and (B) any real property leasehold interest;

(l)any accounts receivable and related assets subject to a Permitted Receivables Facility in which an effective grant of a security interest has been conveyed to the applicable third party buyer, lender or purchaser;

(m)Letter-of-Credit Rights with a face amount less than or equal to

$10,000,000 (except to the extent such rights constitute Supporting Obligations with respect to other Collateral that is otherwise perfected pursuant to the terms hereof);

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(n)margin stock and, to the extent requiring the consent of one or more third parties (other than the Company or any wholly owned Subsidiary or any director, officer or employee thereof) or prohibited by the terms of organizational documents, joint venture agreement or shareholders’ agreement, Equity Interests in any Person other than wholly-owned Subsidiaries, in each case after giving effect to the Anti-Assignment Laws; and

(o)Commercial Tort Claims seeking damages in an amount reasonably estimated to be less than $10,000,000;

in each case other than any Proceeds, substitutions or replacements of any of the assets described in clauses (a) through (o) (unless any such Proceeds, substitution or replacement would in itself constitute an asset described in clauses (a) through (o)); provided that, notwithstanding anything herein to the contrary, any of the assets described in clauses (a) through (o) shall not be Excluded Property immediately upon all of the applicable condition(s), restriction(s) or prohibition(s) causing such asset (or such portion thereof) to be Excluded Property ceasing to exist.

“Excluded Stock” shall have the meaning assigned to such term in Section 3.01.

“Federal Securities Laws” shall have the meaning assigned to such term in Section 5.04.

“Grantors” shall mean the Company and the other Guarantors.

“Guarantor” shall mean the Company (except with respect to Obligations of the Company) and each of the Subsidiary Guarantors.

“Indemnified Amount” shall have the meaning assigned to such term in Section 6.02.

“Intellectual Property” shall mean all intellectual and similar property of any Grantor of every kind and nature, including (a) inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and (b) all embodiments or fixations thereof and registrations therefor and franchises, and all additions, improvements and accessions to any of the foregoing.

“IP Security Agreements” shall mean, collectively, Patent Security Agreements in the form of Exhibit C hereto, Trademark Security Agreements in the form of Exhibit D hereto and Copyright Security Agreements in the form of Exhibit E hereto.

“BMO” shall have the meaning assigned to such term in the preamble.

“License” shall mean any Patent License, Trademark License, Copyright License or other license or sublicense agreement relating to intellectual property to which any Grantor is a party, including those listed on Schedule III.

“New York UCC” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York.

“Non-Credit Agreement Secured Parties” shall have the meaning assigned to such term in

Section 7.01.

“Patent License” shall mean any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a Patent, now or hereafter owned by

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any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement.

“Patents” shall mean all of the following now owned or hereafter acquired by any Grantor:

(a)all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office (or any successor or any similar offices in any other country), including those listed on Schedule III and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

“Perfection Certificate” shall mean a certificate substantially in the form of Exhibit B, completed and supplemented with the schedules and attachments contemplated thereby, and duly executed by a Responsible Officer of the Company.

“Pledged Collateral” shall have the meaning assigned to such term in Section 3.01.

“Pledged Debt Securities” shall have the meaning assigned to such term in Section 3.01.

“Pledged Securities” shall mean any promissory notes, stock certificates, unit certificates, limited liability membership interest certificates and other certificated securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral.

“Pledged Stock” shall have the meaning assigned to such term in Section 3.01.

“Qualified ECP Guarantor” shall mean, 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 or would become effective with respect to such Swap Obligation and each other Loan Party that 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 guaranteeing or entering into a keepwell in respect of obligations of such other Person under Section la(18)(A)(v)(II) of the Commodity Exchange Act.

“Security Interest” shall have the meaning assigned to such term in Section 4.01.

“Subsidiary Guarantor” shall mean (a) the entities identified on Schedule I hereto as Subsidiary Guarantors and (b) each other entity that becomes a party to this Agreement as a Guarantor after the date hereof.

“Supplement” shall have the meaning assigned to such term in Section 8.16.

“Trademark License” shall mean any written agreement, now or hereafter in effect, granting to any third party any right to use any Trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.

“Trademarks” shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all trademarks, service marks, trade names, corporate names, company names, business names,

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fictitious business names, domain names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office (or any successor office) or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule III, (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill.

“Uniform Commercial Code” means the New York UCC; provided that, if by reason of mandatory provisions of law, the perfection, the effect of perfection or non-perfection or priority of a security interest is governed by the personal property security laws of any jurisdiction other than New York, “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for the purposes of the provisions hereof relating to such perfection or priority and for the definitions related to such provisions.

ARTICLE II GUARANTEE

SECTION 2.01. Guarantee. Each Guarantor irrevocably and unconditionally guarantees, to each of the Secured Parties, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Obligations. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, or amended or modified, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any extension, renewal, amendment or modification of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to the Company or any other Loan Party of any Obligation, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.

SECTION 2.02. Guarantee of Payment. Each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy, insolvency, receivership or similar proceeding shall have stayed any of the Obligations (or the accrual or collection thereof) or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by the Collateral Agent or any other Secured Party to any security held for the payment of the Obligations or to any balance of any Deposit Account or credit on the books of the Collateral Agent or any other Secured Party in favor of the Company, any other Loan Party or any other Person. Each Guarantor agrees that its guarantee hereunder is continuing in nature and applies to all Obligations, whether currently existing or hereafter incurred.

SECTION 2.03. No Limitations, Etc. (a) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 8.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release (except as expressly provided in Section 8.15) from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement, (iii) the release of,

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or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Secured Party for the Obligations, (iv) any default, failure or delay, willful or otherwise, in the performance of the Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations (other than contingent indemnification and expense obligations as to which no claim or demand has been asserted)). Each Guarantor expressly authorizes the Collateral Agent to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereunder.

(c)To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Loan Party, other than the payment in full in cash of all the Obligations (other than contingent indemnification and expense obligations as to which no claim or demand has been asserted). The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company or any other Loan Party or exercise any other right or remedy available to them against the Company or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations (other than contingent indemnification and expense obligations as to which no claim or demand has been asserted) have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Loan Party, as the case may be, or any security.

SECTION 2.04. Reinstatement. Each Guarantor agrees that this Agreement and such Guarantor’s guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Collateral Agent or any other Secured Party upon the bankruptcy, insolvency, dissolution, liquidation or reorganization of the Company, any other Loan Party or otherwise.

SECTION 2.05. Agreement to Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Obligation. Upon payment by any Guarantor of any sums to the Collateral Agent as provided above, all rights of such Guarantor against the Company or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article VI.

SECTION 2.06. Information. Each Guarantor (a) assumes all responsibility for being and keeping itself informed of the Company’s and each other Loan Party’s financial condition and assets and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and (b) agrees that neither the

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Collateral Agent nor any other Secured Party will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.

SECTION 2.07. Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of its obligations under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.07 or otherwise under this Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until the payment in full in cash of all the Obligations (other than contingent indemnification and expense obligations as to which no claim or demand has been asserted). Each Qualified ECP Guarantor intends that this Section 2.07 constitute, and this Section 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section la(18)(A)(v)(II) of the Commodity Exchange Act.

SECTION 2.08. Limitation on Obligations of Subsidiary Guarantors. The obligations of each Subsidiary Guarantor under its guarantee hereunder shall be limited to an aggregate amount equal to the largest amount that would not render such guarantee subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of applicable law.

ARTICLE III PLEDGE OF SECURITIES

SECTION 3.01. Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns, pledges and grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under:

(d)(i) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), (ii) any other Equity Interests obtained after the date hereof by such Grantor and (iii) the certificates and any other instruments, if any, representing all such Equity Interests (all the foregoing in this clause (a) collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include

(x)more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or CFC Holdco and (y) any Equity Interests in any Person (other than any wholly owned Subsidiary), but only to the extent that an assignment of, pledge of, or grant of a security interest in, such Equity Interests is prohibited by the terms of the organizational documents or any other agreement entered into with other equity holders thereof or would create an enforceable right of termination in favor of any other party thereto (other than a prohibition or right that can be rendered ineffective solely with the consent of the Company or any of its wholly owned Subsidiaries), after giving effect to the Anti-Assignment Laws (all of the foregoing in subclauses (x) and (y) to this proviso of clause (a) collectively referred to herein as the “Excluded Stock”),

(e)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to or held by such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities in clauses (b)(i) and (b)(ii) above (all the foregoing in this clause (b) collectively referred to herein as the “Pledged Debt Securities”),

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(c)all other property of such Grantor that is delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01,

(d)subject to Section 3.06, all payments of principal, and all interest, dividends or other distributions, whether paid or payable in cash, instruments or other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above,

(e)subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, and

(f)all Proceeds of any of the foregoing,

excluding, in each case, any Excluded Property (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”).

Notwithstanding anything herein to the contrary, to the extent and for so long as any asset is Excluded Property, the security interest granted under this Section 3.01 shall not attach to, and none of the Pledged Stock, Pledged Debt Securities or other Pledged Collateral shall include, such Excluded Property; provided, however, that the security interest granted under this Section 3.01 shall immediately attach to, and the Pledged Stock or Pledged Debt Securities, as applicable, and the Pledged Collateral shall immediately include, any such asset (or portion thereof) upon such asset (or such portion) ceasing to be Excluded Property.

SECTION 3.02. Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, to be held for the benefit of the Secured Parties, any and all certificates, instruments or other documents representing or evidencing Pledged Stock

(x)subject to Section 5.11 of the Credit Agreement, on the date hereof (or on such later date as the Collateral Agent, in its sole discretion, may agree), in the case of any such Pledged Stock owned by such Grantor on the date hereof, and (y) within sixty (60) days (or on such later date as the Collateral Agent, in its sole discretion, may agree) after the acquisition thereof (and, in any event, as required under the Credit Agreement), in the case of any such Pledged Stock acquired by such Grantor after the date hereof.

(b) Each Grantor (i) will cause (A) all Indebtedness for borrowed money owed to such Grantor by the Company or any Subsidiary of the Company and (B) all Indebtedness for borrowed money (other than Cash Equivalents) in a principal amount of $10,000,000 or more owed to such Grantor by any other Person, in each case, to be evidenced by a duly executed promissory note (which may be a global intercompany note) (x) subject to Section 5.11 of the Credit Agreement, on the date hereof (or such later date as the Collateral Agent, in its sole discretion, may agree), in the case of any such Indebtedness existing on the date hereof or

(y)within sixty (60) days following the making or acquisition thereof (or on such later date as the Collateral Agent, in its sole discretion, may agree) in the case of Indebtedness funded or acquired after the date hereof, and (ii) agrees to deliver or cause to be delivered to the Collateral Agent, to be held for the benefit of the Secured Parties, any and all Pledged Debt Securities (other than promissory notes or other evidences of Indebtedness owed by Persons other than the Company or any Subsidiary of the Company in a principal amount of less than $10,000,000) (x) subject to Section 5.11 of the Credit Agreement, on the date hereof (or on such later date as the Collateral Agent, in its sole discretion, may agree), in the case of Pledged Debt Securities owned or held by such Grantor on the date hereof, and (y) within sixty (60) days (or on such later date as the Collateral Agent, in its sole discretion, may agree) after the acquisition thereof (and in any event

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as required under the Credit Agreement), in the case of any Pledged Debt Securities acquired by such Grantor after the date hereof.

(c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities after the date hereof shall be accompanied by a schedule describing the applicable Pledged Securities, which schedule shall be deemed to supplement Schedule II and be made a part hereof; provided that failure to so supplement Schedule II shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement, and not replace, any prior schedules so delivered.

SECTION 3.03. Representations and Warranties. The Grantors jointly and severally represent and warrant to the Collateral Agent, for the benefit of the Secured Parties, that:

(f)Schedule II sets forth a true and complete list, with respect to each Grantor and as of the date hereof, of the percentage of the issued and outstanding shares or units of each class of the Equity Interests of the issuer thereof represented by such Pledged Stock and includes all Equity Interests, debt securities and promissory notes (it being understood that to the extent any promissory notes are superseded by a global intercompany note, only such global intercompany note is required to be listed) required to be pledged hereunder;

(g)the Pledged Stock and Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Stock, are fully paid and nonassessable (to the extent applicable) and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium, capital impairment, recognition of judgments or other similar laws or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; provided, with respect to Pledged Stock and Pledged Debt Securities that are not issued by the Company or any Grantor, this Section 3.03(b) is limited to the knowledge of the Company or the applicable Grantor, as the case may be;

(h)except for the security interests granted hereunder, each Grantor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II (as supplemented from time to time) as owned by such Grantor, (ii) holds the same free and clear of all Liens (other than Liens permitted under Section 6.01 of the Credit Agreement), (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted under Section 6.01 of the Credit Agreement) and any such transfers made in compliance with the Credit Agreement, and

(i)will cause any and all Pledged Collateral, whether for value paid by such Grantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder;

(i)except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Collateral is and will continue to be freely transferable and

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assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder, unless, in each instance, such restriction has been effectively waived pursuant to the terms of such agreement, charter or by-laws;

(j)each Grantor (i) has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated and (ii) shall, at its own expense, take any and all commercially reasonable action necessary to defend its title or interest to any material Pledged Collateral against any and all Liens (other than Liens permitted under Section 6.01 of the Credit Agreement), however arising, of all Persons whomsoever;

(k)except as otherwise obtained, no consent, approval, authorization, or other order or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required (i) for the grant of a Security Interest by such Grantor in and to the Collateral pursuant to this Agreement to the Collateral Agent for the benefit of the Secured Parties, (ii) with respect to the pledge of the Pledged Securities or (iii) with respect to the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with such disposition of Pledged Securities by laws affecting the offering and sale of securities generally or by applicable local laws in the case of any Equity Interests in any Foreign Subsidiary;

(l)subject to applicable local laws in the case of any Equity Interests in any Foreign Subsidiary, by virtue of the execution and delivery by each Grantor of this Agreement, when any Pledged Securities are delivered to the Collateral Agent in accordance with this Agreement (and assuming the Collateral Agent shall have received such Pledged Securities without actual knowledge of any adverse claim), the Collateral Agent, for the benefit of the Secured Parties, will obtain a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations; and

(m)subject to applicable local law in the case of any Equity Interest in any Foreign Subsidiary, the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein and all action by any Grantor necessary or desirable to protect and perfect the Lien on the Pledged Collateral has been duly taken.

SECTION 3.04. Certification of Limited Liability Company Interests and LimitedPartnership Interests. Each Grantor acknowledges and agrees that (i) to the extent any interest in any limited liability company or limited partnership controlled now or in the future by such Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder is a “security” within the meaning of Article 8 of the Uniform Commercial Code of the applicable jurisdiction and is governed by Article 8 of the Uniform Commercial Code of the applicable jurisdiction, such interest shall be certificated and such certificate shall be delivered to the Collateral Agent and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate. Each Grantor further acknowledges and agrees that with respect to any interest in any limited liability company or limited partnership controlled now or in the future by such Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder that is not a “security” within the meaning of Article 8 of the Uniform Commercial Code of the applicable jurisdiction, the terms of such interest shall at no time provide that such interest is a “security” within the meaning of Article 8 of the Uniform Commercial Code of any jurisdiction, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification to the Collateral Agent that the terms of such interest so provide that such interest is a “security” within the meaning of

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Article 8 of the Uniform Commercial Code of any jurisdiction and such interest is thereafter represented by a certificate and such certificate shall be delivered to the Collateral Agent.

SECTION 3.05. Registration in Nominee Name; Denominations. The Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent. Each Grantor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities in its capacity as the registered owner thereof. The Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Securities that have been delivered or are required to be delivered under this Agreement to the Collateral Agent for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

SECTION 3.06. Voting Rights; Dividends and Interest, Etc. (a) Unless and until an Event of Default shall have occurred and be continuing and, other than in the case of an Event of Default under Section 7.01(e) of the Credit Agreement, the Collateral Agent shall have given any Grantor notice of its intent to exercise its rights under this Agreement:

(n)Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided, however, that such rights and powers shall not be exercised in any manner that could reasonably be expected to materially and adversely affect the rights and remedies of the Collateral Agent or the other Secured Parties under this Agreement or the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.

(i)The Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (i) above.

(ii)Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable law; provided, however, that any noncash dividends, interest, principal or other distributions that would constitute Pledged Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall, if received by any Grantor, be and become part of the Pledged Collateral, and, if required to be delivered to the Collateral Agent hereunder, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Secured Parties and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement, stock power or other instrument of transfer). For the avoidance of doubt, the foregoing proviso shall not apply to dividends between or among

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the Company, the Guarantors and any Restricted Subsidiaries of the Company consisting only of property subject to a perfected security interest under this Agreement.

•Upon the occurrence and during the continuance of an Event of Default, and, other than in the case of an Event of Default under Section 7.01(e) of the Credit Agreement, after the Collateral Agent shall have notified any applicable Grantor of the suspension of such Grantor’s rights under paragraph (a)(iii) of this Section 3.06, then all rights of any such Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 3.06 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 3.06 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement, stock power or other instrument of transfer). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property, shall be held as security for the payment and performance of the Obligations and shall be applied in accordance with the provisions of Section 5.02. After all Events of Default have been cured or waived and the Collateral Agent has received from the Company reasonably satisfactory evidence of any such cure, the Collateral Agent shall, promptly after all such Events of Default have been cured or waived, repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 3.06 and that remain in such account.

•Upon the occurrence and during the continuance of an Event of Default, and, other than in the case of an Event of Default under Section 7.01(e) of the Credit Agreement, after the Collateral Agent shall have notified any applicable Grantor of the suspension of its rights under paragraph (a)(i) of this Section 3.06, and in accordance with applicable law, then, subject to Section 5.04, all rights of any such Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 3.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 3.06, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights, and such permission shall not constitute a rescission or amendment of this Agreement. After all Events of Default have been cured or waived and the Collateral Agent has received from the Company reasonably satisfactory evidence relating to any such cure, all rights vested in the Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to under paragraph (a)(i) of this Section 3.06.

•Any notice described in this Section 3.06 given by the Collateral Agent to the Grantors exercising its rights under this Section 3.06 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Grantors (with a copy to the Company) at the same or different times and (iii) may suspend the rights and powers of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 3.06 in part without suspending all such rights or powers (as specified by the Collateral Agent in its sole and absolute discretion) and without

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waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights or powers so long as an Event of Default has occurred and is continuing.

ARTICLE IV

SECURITY INTERESTS IN PERSONAL PROPERTY

SECTION 4.01. Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns, pledges and grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (together with the security interests granted pursuant to Article III, the “Security Interest”), in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):

(o)all Accounts;

(p)all Chattel Paper;

(q)all cash, Cash Equivalents and Deposit Accounts;

(r)all Documents;

(s)all Equipment;

(t)all General Intangibles, including all Intellectual Property;

(u)all Instruments;

(v)all Inventory;

(w)all other Goods;

(x)all Investment Property;

(y)all Letter-of-Credit Rights;

(z)all Commercial Tort Claims described on Schedule IV, as such schedule may be supplemented from time to time pursuant to Section 4.04(f);

(aa)all books and records pertaining to the Article 9 Collateral; and

(bb)to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing;

provided, however, that, notwithstanding anything else herein to the contrary, the Security Interest shall not cover, and the term “Article 9 Collateral” shall not include, any Excluded Property (it being understood that the Security Interest shall immediately attach to, and Article 9 Collateral shall immediately include, any such asset (or any portion thereof) upon such asset (or such portion thereof) ceasing to be Excluded Property).

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(b)Each Grantor hereby irrevocably authorizes the Collateral Agent (or its designee) at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets, whether now owned or hereafter acquired” of such Grantor or words of similar effect or of a lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including

(A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information required for any such filing to the Collateral Agent promptly upon request.

Each Grantor also ratifies its authorization for the Collateral Agent (or its designee) to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

The Collateral Agent (or its designee) is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable (as reasonably determined by the Collateral Agent) for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.

(c)The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.

SECTION 4.02. Representations and Warranties. The Grantors jointly and severally represent and warrant to the Collateral Agent and the Secured Parties that:

(a)Each Grantor has good and valid rights or right to transfer rights in and title to the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder, except for minor defects in title that do not interfere with its ability to (i) conduct its business as currently conducted or as proposed to be conducted or to utilize such properties for their intended purposes or (ii) grant the Security Interest, and has full power and authority to grant to the Collateral Agent, for the benefit of the Secured Parties, the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained.

(b)The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein is correct and complete in all material respects (or, in the case of the legal name, jurisdiction and chief executive office of each Grantor and the information set forth in Schedule 3 of the Perfection Certificate, in all respects) as of the Closing Date.

(c)The Security Interest granted by each Grantor constitutes (i) a legal and valid security interest in all Article 9 Collateral of such Grantor securing the payment and performance of the Obligations, (ii) upon (A) the filing of a UCC-1 financing statement delivered to the Collateral Agent for filing in the appropriate jurisdictions set forth on Schedule 3 of the

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Perfection Certificate or, after the date hereof, as notified to the Agent pursuant to Section 5.10 of the Credit Agreement and (B) the payment of all applicable fees, a perfected security interest in all Article 9 Collateral of such Grantor in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code or other applicable law in such jurisdictions and (iii) a security interest that shall be perfected in all Article 9 Collateral of such Grantor in which a security interest may be perfected upon the receipt and recording of the IP Security Agreements with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, and in each case no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary with respect to any such Article 9 Collateral in any jurisdiction in the United States; provided that additional filings may be required (i) to perfect the security interest in any Copyrights, exclusive Copyright Licenses, Patents or Trademarks acquired by any Grantor after the date hereof,

(ii) as provided under applicable law with respect to the filing of continuation statements or (iii) due to changes to a Grantor’s name or its jurisdiction of organization that occur after the date hereof. To the extent such Security Interest can be perfected by making the filings and recordations described in the immediately preceding sentence, the Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than Liens expressly permitted pursuant to Section 6.01 of the Credit Agreement that have priority as a matter of law.

(cc)The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 6.01 of the Credit Agreement. No Grantor has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Article 9 Collateral, (ii) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Article 9 Collateral with the United States Patent and Trademark Office or the United States Copyright Office, (iii) any notice under the Assignment of Claims Act, or (iv) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 6.01 of the Credit Agreement.

(dd)Schedule III sets forth, as of the Closing Date, a true and complete list, with respect to each Grantor, of (i) all Patents that have been granted by the United States Patent and Trademark Office and Patents for which United States applications are published and pending,

(ii) all Copyrights that have been registered with the United States Copyright Office and Copyrights for which United States registration applications are pending, (iii) all Trademarks that have been registered with the United States Patent and Trademark Office and Trademarks for which United States registration applications are pending and (iv) all exclusive Copyright Licenses under which such Grantor is a licensee, in each case truly and completely specifying the name of the registered owner, title, type of mark, registration or application number, a brief description thereof and, if applicable, the licensee, licensor and date of license agreement. In the event any Supplement shall set forth any Patents, Copyrights, Trademarks or exclusive Copyright Licenses, Schedule III shall be deemed to be supplemented to include the reference to such Patents, Copyrights, Trademarks or exclusive Copyright Licenses, in the same form as such reference is set forth on such Supplement.

(ee)Schedule IV sets forth, as of the date hereof, a true and complete list, with respect to each Grantor, of each Commercial Tort Claim in respect of which a complaint or a counterclaim has been filed by such Grantor, seeking damages in an amount reasonably estimated to exceed $10,000,000, including a summary description of such claim.

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SECTION 4.03. Covenants. (a) Each Grantor agrees to be bound by the provisions of Sections 2.15, 5.01, 5.04, 5.10, 5.11, 5.13 and 9.20 of the Credit Agreement with the same force and effect, and to the same extent, as if references therein to the Company or any Borrower were references to such Grantor and such Grantor were a party to the Credit Agreement. Each Grantor agrees to provide the Agent with certified organizational documents reflecting any of the changes described in Section 5.10(d) of the Credit Agreement.

(ff)Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Article 9 Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include materially complete accounting records indicating all payments and proceeds received with respect to any part of the Article 9 Collateral, and, at such time or times during the continuance of an Event of Default as the Collateral Agent may reasonably request, to use its commercially reasonable efforts consistent with its current practices to promptly prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the type, value and location of any and all Article 9 Collateral.

(gg)Each Grantor shall, at its own expense, take any and all actions reasonably necessary to defend title to any material portion of the Article 9 Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof in each case against any Lien not expressly permitted pursuant to Section 6.01 of the Credit Agreement.

(hh)Each Grantor agrees, at its own expense, promptly to execute, acknowledge, deliver and cause to be duly filed all such further instruments, financing statements, agreements and documents and take all such other actions as the Collateral Agent may from time to time reasonably request to better assure, obtain, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and Taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing and recording of any financing or continuation statements (including fixture filings) or other documents in connection herewith or therewith. Each Grantor will provide to the Collateral Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Agent as to the perfection and priority of the Liens created or intended to be created pursuant to this Agreement.

(ii)At its option, the Collateral Agent may discharge past due Taxes, assessments, charges, fees or Liens at any time levied or placed on the Article 9 Collateral and not expressly permitted by Section 5.13 or Section 6.01 of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement, this Agreement or the other Loan Documents, and each Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization and such payments and expenses shall be additional Obligations secured and guaranteed hereunder; provided, however, that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to Taxes, assessments, charges, fees or Liens and maintenance as set forth herein or in the other Loan Documents.

(jj)Each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument

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relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

(kk)No Grantor shall make or permit to be made an assignment, pledge or hypothecation of the Article 9 Collateral or shall grant any other Lien in respect of the Article 9 Collateral, except, in each case, as expressly permitted by Section 6.01 of the Credit Agreement. No Grantor shall make or permit to be made any transfer of the Article 9 Collateral and each Grantor shall remain at all times in possession or otherwise in control of the Article 9 Collateral owned by it, except as permitted by the Credit Agreement.

(ll)No Grantor will, without the Collateral Agent’s prior written consent, grant any extension of the time of payment of any Accounts or any Payment Intangibles included in the Article 9 Collateral, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, compromises, settlements or releases granted or made in the Ordinary Course of Business and consistent with its current practices and in accordance with such prudent and standard practice used in industries that are the same as or similar to those in which such Grantor is engaged.

(mm)Each Grantor, at its own expense, shall maintain or cause to be maintained insurance covering physical loss or damage to the Article 9 Collateral in accordance with the requirements set forth in Section 5.02 of the Credit Agreement. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, upon the occurrence and during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Article 9 Collateral under such policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or under the Credit Agreement or to pay any premium in whole or part relating thereto, the Collateral Agent may, without waiving or releasing any obligation or liability of any Grantor hereunder or any Default or Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Collateral Agent deems advisable. All sums disbursed by the Collateral Agent in connection with this paragraph, including attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Collateral Agent and shall be additional Obligations secured and guaranteed hereby.

SECTION 4.04. Other Actions. In order to further ensure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Security Interest in the Article 9 Collateral, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Article 9 Collateral, in each case subject to the penultimate paragraph of Section 3.01 of the Credit Agreement:

(a)Instruments and Tangible Chattel Paper. If any Grantor shall at any time hold or acquire any Instruments with a value in excess of $10,000,000 or Tangible Chattel Paper, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such undated instruments of endorsement, transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify.

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(b)[Reserved].

(c)[Reserved].

(d)Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in any Electronic Chattel Paper or any “transferable record,” as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, with an aggregate value in excess of $10,000,000, such Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may request to vest in the Collateral Agent control under New York UCC Section 9-105 of such Electronic Chattel Paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Collateral Agent agrees with such Grantor that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss of control, for such Grantor to make alterations to such Electronic Chattel Paper or transferable record permitted under Section 9-105 of the Uniform Commercial Code or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record.

(e)Letter-of-Credit Rights. If any Grantor is at any time a beneficiary under a letter of credit with a face amount greater than $10,000,000 now or hereafter issued in favor of such Grantor, such Grantor shall promptly notify the Collateral Agent thereof and, at the request and option of the Collateral Agent, such Grantor shall, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing under the letter of credit, with the Collateral Agent agreeing, in each case, that the proceeds of any drawing under the letter of credit are to be paid to the applicable Grantor unless an Event of Default has occurred or is continuing.

(f)Commercial Tort Claims. If any Grantor shall at any time hold or acquire a Commercial Tort Claim in an amount reasonably estimated to exceed $10,000,000, the Grantor shall promptly notify the Collateral Agent thereof in a writing signed by such Grantor including a summary description of such claim and grant to the Collateral Agent, for the benefit of the Secured Parties, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent.

(g)Accounts. Notwithstanding anything to the contrary, no Grantor shall be required, nor shall the Collateral Agent be authorized, to enter into any control agreements with respect to any cash or cash equivalents (including any Cash Equivalents), Deposit Accounts, Securities Accounts or Commodity Accounts.

SECTION 4.05. Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Except as shall be consistent with commercially reasonable business judgment, each Grantor agrees that it will not do any act, or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act, or omitting to do any act), that could reasonably be expected to result in any

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Patent that is material to the conduct of such Grantor’s business becoming invalidated or dedicated to the public (except as a result of expiration of such Patent at the end of its statutory term), and agrees that it shall continue, to the extent consistent with past practice, to mark any products covered by a Patent with the relevant patent number as necessary and sufficient to establish and preserve its rights under applicable patent laws.

(nn)Except to the extent consistent with commercially reasonable business judgment, each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any valid claim of abandonment or invalidity for non-use, (ii) maintain at least the quality of products and services offered under such Trademark, (iii) consistent with past practice, display such Trademark, if registered, with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights.

(oo)Except to the extent consistent with commercially reasonable business judgment, each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a material Copyright, use commercially reasonable efforts to continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its rights under applicable copyright laws.

(pp)Each Grantor shall notify the Collateral Agent promptly if it knows that any Patent, Trademark or Copyright material to the conduct of its business has or may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark, or Copyright, its right to register the same, or its right to keep and maintain the same (other than office actions or other determinations in the ordinary course of prosecution before the United States Patent and Trademark Office or the United States Copyright Office or any court or similar office of any country).

(qq)Each Grantor will take all necessary steps that are consistent with its current practice or commercially reasonable business judgment in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks, Copyrights and exclusive Copyright Licenses that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties.

(rr)In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third Person, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with its commercially reasonable business judgment, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution,

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and take such other actions as are appropriate under the circumstances to protect such Article 9 Collateral.

(ss)Upon the occurrence and during the continuance of an Event of Default, each Grantor shall, upon the request of the Collateral Agent, use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each License in which such Grantor is a licensee, to effect the assignment of all such Grantor’s right, title and interest thereunder to the Collateral Agent, for the benefit of the Secured Parties.

(tt)Notwithstanding anything to the contrary herein, no Grantor shall be required to (i) make any filings or take any other action to record or perfect the Collateral Agent’s Lien on any Intellectual Property outside of the United States or (ii) enter into security agreements governed by laws other than the laws of the United States, or any state, territory or political subdivision thereof.

ARTICLE V REMEDIES

SECTION 5.01. Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent shall have the right to take any or all of the following actions at the same or different times: (a) with respect to any Article 9 Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Article 9 Collateral by the applicable Grantor to the Collateral Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Article 9 Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained) and (b) with or without legal process and with or without prior notice or demand for performance, except as expressly provided below in this Section 5.01, to take possession of the Article 9 Collateral and without liability for trespass to enter any premises where the Article 9 Collateral may be located for the purpose of taking possession of or removing the Article 9 Collateral and, generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default and subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent shall give each applicable Grantor ten (10) days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the

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case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by applicable law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party (if any) from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, if a written agreement to purchase the Collateral or any portion thereof is entered into, the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose under this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 5.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

SECTION 5.02. Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as set forth in Section 7.03 of the Credit Agreement, which is incorporated by reference herein. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and the Credit Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any attorneys’ fees and other expenses incurred by the Collateral Agent, the Agent or any Lender or any other Secured Party to collect such deficiency. Notwithstanding the foregoing, the proceeds of any collection, sale, foreclosure or realization upon any Collateral of any Grantor, including any collateral consisting of cash, shall not be applied to any Excluded Swap Obligation of such Grantor and shall instead be applied to other Obligations.

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SECTION 5.03. Grant of License to Use Intellectual Property. Solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, upon the occurrence and during the continuation of an Event of Default, each Grantor hereby grants to the Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media that constitutes Collateral in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and, to the extent permitted by applicable law as necessary to enforce the rights granted herein, the right to prosecute and maintain all Intellectual Property and the right to sue for infringement of the Intellectual Property; provided that (i) such license shall be subject to the rights of any licensee under any exclusive license granted prior to such Event of Default, (ii) to the extent such license is a sublicense of a Grantor’s rights as licensee under any third party license, the license to the Collateral Agent shall be in accordance with any limitations in such third party license, including prohibitions on further sublicensing, and (iii) such licenses to be granted hereunder with respect to material Trademarks shall be subject to the maintenance of quality standards with respect to the products and services in connection with which any such Trademarks are used sufficient to preserve the validity of such Trademarks. Each Grantor further agrees to cooperate with the Collateral Agent in any attempt to prosecute or maintain the Intellectual Property or sue for infringement of the Intellectual Property. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default.

SECTION 5.04. Federal Securities Laws, Etc. In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the U.S. Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statutes as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Collateral permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Pledged Collateral, and shall be authorized to, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment, and not with a view to the distribution or resale thereof, and upon consummation of any such sale may assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws or, to the extent applicable, “blue sky” or other state securities laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall not incur any responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that

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a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of potential purchasers (or a single purchaser) were approached. The provisions of this Section 5.04 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.

ARTICLE VI

INDEMNITY, SUBROGATION AND SUBORDINATION

SECTION 6.01. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 6.03), the Company agrees that (a) in the event a payment shall be made by any Guarantor under this Agreement, the Company shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Guarantor shall be sold pursuant to this Agreement or any other Security and Guarantee Document to satisfy in whole or in part a claim of any Secured Party, the Company shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

SECTION 6.02. Contribution and Subrogation. Each Guarantor (a “ContributingGuarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security and Guarantee Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Company as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value and the fair market value of such assets, as the case may be (the “Indemnified Amount”), in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 8.16 after the date hereof, the date of the Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Guarantor’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Swap Obligations, only those Contributing Guarantors for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Guarantor in respect thereof, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

SECTION 6.03. Subordination. Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 6.01 and 6.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the payment in full in cash of the Obligations. No failure on the part of the Company or any Guarantor to make the payments required by Sections 6.01 and 6.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of its obligations hereunder.

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ARTICLE VII

NON-CREDIT AGREEMENT SECURED PARTIES

SECTION 7.01. Authorization and Authority. (a) THE COLLATERAL AGENT HAS CONSENTED TO SERVE AS A COLLATERAL AGENT HEREUNDER ON THE EXPRESS UNDERSTANDING THAT, AND EACH CASH MANAGEMENT BANK AND EACH HEDGE BANK (TOGETHER WITH THEIR SUCCESSORS AND ASSIGNS, THE “NON-CREDITAGREEMENTSECURED PARTIES”), BY ACCEPTING THE BENEFITS OF THIS AGREEMENT, SHALL BE DEEMED TO HAVE AGREED THAT, THE COLLATERAL AGENT SHALL NOT HAVE ANY DUTY NOR SHALL OWE ANY OBLIGATION NOR SHALL HAVE ANY RESPONSIBILITY (FIDUCIARY OR OTHERWISE) TO THE NON-CREDIT AGREEMENT SECURED PARTIES, OTHER THAN THE DUTY TO PERFORM ITS EXPRESS OBLIGATIONS UNDER THIS AGREEMENT IN ACCORDANCE WITH THEIR TERMS, SUBJECT IN ALL EVENTS TO THE PROVISIONS OF ARTICLE VII AND THE OTHER PROVISIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS LIMITING THE RESPONSIBILITY OR LIABILITY OF THE COLLATERAL AGENT. WITHOUT LIMITING THE FOREGOING, THE NON-CREDIT AGREEMENT SECURED PARTIES, BY ACCEPTING THE BENEFITS OF THIS AGREEMENT AND THE OTHER SECURITY AND GUARANTEE DOCUMENTS, SHALL BE DEEMED TO HAVE WAIVED ANY RIGHT THEY MIGHT HAVE, UNDER APPLICABLE LAW OR OTHERWISE, TO COMPEL THE SALE OR OTHER DISPOSITION OF ANY COLLATERAL, AND ANY OBLIGATION THE COLLATERAL AGENT MIGHT HAVE, UNDER APPLICABLE LAW OR OTHERWISE, TO OBTAIN ANY MINIMUM PRICE FOR ANY COLLATERAL UPON THE SALE THEREOF, IT BEING EXPRESSLY UNDERSTOOD, AND THE AVAILABILITY OF THE BENEFITS OF THIS AGREEMENT TO THE NON-CREDIT AGREEMENT SECURED PARTIES BEING CONDITIONED UPON THE UNDERSTANDING, THAT THE SOLE RIGHT OF THE NON-CREDIT AGREEMENT SECURED PARTIES SHALL BE TO RECEIVE THEIR APPLICABLE RATABLE SHARE OF ANY PROCEEDS OF THE COLLATERAL IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS OF THIS AGREEMENT AND THE

CREDIT AGREEMENT. It is understood and agreed that the use of the term “agent” herein or in any Loan Document (or any other similar term) with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

(b) In this connection, the Collateral Agent, and any co-agents, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 8.05 of the Credit Agreement for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted hereunder or under the other Security and Guarantee Documents, or for exercising any rights and remedies thereunder at the direction of the Agent, shall be entitled to the benefits of all provisions of this Article VII and of Sections 9.04(a) and (b) of the Credit Agreement (as though such co- agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto. Anything contained in any of the Loan Documents to the contrary notwithstanding, each Non-Credit Agreement Secured Party hereby agrees that no Non-Credit Agreement Secured Party, in its capacity as such, shall have any right individually to realize upon any Collateral subject to any Security and Guarantee Documents, it being understood and agreed that all powers, rights and remedies hereunder or thereunder may be exercised solely by the Collateral Agent, on behalf of the Secured Parties, in accordance with the terms hereof or thereof, as applicable.

SECTION 7.02. Exculpatory Provisions. (a) The Collateral Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Collateral Agent in writing by the Company or a Lender.

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(b) The Collateral Agent shall not be responsible to any Non-Credit Agreement Secured Party for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document.

SECTION 7.03. Reliance by Collateral Agent. The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 7.04. Resignation of Agent. The Collateral Agent may at any time resign in accordance with Section 8.06 of the Credit Agreement.

SECTION 7.05. Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Collateral Agent shall be entitled and empowered, by intervention in such proceeding or otherwise:

(uu)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Secured Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Secured Parties and their respective agents and counsel) allowed in such judicial proceeding; and

(vv)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Secured Party to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the Secured Parties, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its respective agents and counsel.

SECTION 7.06. Cash Management Banks and Hedge Banks. Without limiting the foregoing provisions, no Non-Credit Agreement Secured Party that obtains the benefits of any guarantee or any Collateral by virtue of the provisions hereof or of any other Security and Guarantee Document shall have any right to (a) direct the actions of the Collateral Agent hereunder, (b) receive notice of any action or to consent to any action, (c) direct or object to any action hereunder or under any other Loan Document or otherwise in respect of any Collateral (including the enforcement of any provisions of this Agreement against any Grantor, the exercise of any remedy hereunder, the release or impairment of any Collateral hereunder or the consent to any amendment or modification of this Agreement or the grant of any waiver

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hereunder) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article VII to the contrary, the Collateral Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, any Secured Cash Management Obligations or Secured Hedging Obligations unless the Collateral Agent has received written notice of such Obligations, together with such supporting documentation as the Collateral Agent may request, from the applicable Cash Management Bank or Hedge Bank, as applicable.

ARTICLE VIII MISCELLANEOUS

SECTION 8.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.02 of the Credit Agreement. All communications and notices hereunder to any Guarantor shall be given to it in care of the Company as provided in Section 9.02 of the Credit Agreement.

SECTION 8.02. Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to the foregoing, (c) any exchange, release or non- perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement.

SECTION 8.03. Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and the Issuing Banks and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any Lender or Issuing Bank or on their behalf and notwithstanding that the Collateral Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid or any Letter of Credit is outstanding (except as has been Cash Collateralized) and so long as the Commitments have not expired or terminated.

SECTION 8.04. Binding Effect; Several Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Loan Party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated or permitted by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement

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with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

SECTION 8.05. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

SECTION 8.06. Collateral Agent’s Fees and Expenses; Indemnification. (a) The Guarantors and the Grantors jointly and severally agree to reimburse the Agent for its fees and expenses incurred hereunder to the extent provided in Section 9.04 of the Credit Agreement as if each reference therein to the Company or any Borrower were a reference to the Guarantors and Grantors.

(ww)The Guarantors and Grantors jointly and severally agree to indemnify and hold harmless each Indemnitee as provided in Section 9.04 of the Credit Agreement as if each reference to the Company or any Borrower therein were a reference to the Guarantors and Grantors.

(xx)Any such amounts payable as provided hereunder, including as provided in Sections 8.06(a) and 8.06(b), shall be additional Obligations secured hereby and by the other Security and Guarantee Documents. The provisions of this Section 8.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 8.06 shall be payable on written demand therefor and shall bear interest, on and from the date of demand, at the rate specified in Section 2.08 of the Credit Agreement.

(yy)WITHOUT LIMITING ARTICLE VII, BY ACCEPTING THE BENEFITS OF THIS AGREEMENT AND THE GUARANTEES (IF APPLICABLE) AND SECURITY INTERESTS CREATED HEREBY, EACH SECURED PARTY ACKNOWLEDGES THE PROVISIONS OF ARTICLE VIII OF THE CREDIT AGREEMENT AND AGREES TO BE BOUND BY SUCH PROVISIONS AS FULLY AS IF THEY WERE SET FORTH HEREIN

SECTION 8.07. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent as the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral, (d) to send verifications of Accounts Receivable to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral, (g) to notify, or to require

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any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent, and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its terms, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct or bad faith, as determined by a court of competent jurisdiction by final and nonappealable judgment.

SECTION 8.08. Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 8.09. Waivers; Amendment. (a) No failure or delay by the Collateral Agent, the Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver hereof or thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent, the Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 8.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.01 of the Credit Agreement.

SECTION 8.10.WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER

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LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.10.

SECTION 8.11. Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8.12. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 8.04. Delivery of an executed signature page to this Agreement by fax, “.pdf”, or other similar electronic format shall be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 8.13. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 8.14. Jurisdiction; Consent to Service of Process. (a) Each of the Grantors hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the Loan Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined only in such New York State or, to the extent permitted by law, in such Federal court. Each of the Loan Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction.

(zz)Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 8.14. Each of the Loan Parties hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(aaa)Each of the Loan Parties hereby irrevocably consents to service of process in the manner provided for notices in Section 8.01. Nothing in this Agreement or any other Loan Document will affect the right of the Collateral Agent to serve process in any other manner permitted by law.

SECTION 8.15. Termination or Release. (a) Subject to Section 2.04, this Agreement, the guarantees made herein, the Security Interest, the pledge of the Pledged Collateral and all other security

30

interests granted hereby shall terminate when all the Loan Document Obligations (other than contingent indemnification and expense obligations as to which no claim or demand has been asserted) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, no Letter of Credit is outstanding (except as has been Cash Collateralized) and the Issuing Banks have no further obligations to issue Letters of Credit under the Credit Agreement.

(bbb)A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary.

(ccc)Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement to any Person that is not the Company or a Guarantor, or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 8.10 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released.

(ddd)In connection with any termination or release pursuant to paragraph (a),

(b)or (c) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s expense, all Uniform Commercial Code amendments or termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 8.15 shall be without recourse to or representation or warranty by the Collateral Agent or any Secured Party. Without limiting the provisions of Section 8.06, the Company shall reimburse the Collateral Agent upon demand for all costs and out of pocket expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 8.15. In the event of any such termination or release, Schedules II, III and IV to this Agreement shall be deemed to be modified to remove the Collateral with respect to which the Security Interest and the other security interests granted hereby have been so released.

SECTION 8.16. Additional Subsidiaries. Any Restricted Subsidiary that is required to become a party hereto pursuant to Section 5.10 of the Credit Agreement shall enter into this Agreement as a Guarantor and a Grantor as and when required by such Section. Upon execution and delivery by the Collateral Agent and such Restricted Subsidiary of a supplement (the “Supplement”) in the form of Exhibit A hereto, such Restricted Subsidiary shall become a Guarantor and a Grantor hereunder with the same force and effect as if originally named as a Guarantor and a Grantor herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

SECTION 8.17.Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all Collateral that is security for any of its Obligations (including any and all deposits (general or special, time or demand, provisional or final, in whatever currency)) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such Issuing Bank or any such Affiliate to or for the credit or the account of any Grantor against any and all of the obligations of such Grantor now or hereafter existing under this Agreement and the other Loan Documents to such Lender or such Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations

31

may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or such Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.21 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent, the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Loans owing to such Defaulting Lender as to which it exercised such right of set-off. The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section 8.17 are in addition to other rights and remedies (including other rights of set-off) that such Lender, such Issuing Bank or their respective Affiliates may have. Each Lender and Issuing Bank agrees to notify the Company and the Agent promptly after any such set-off and application; provided that the failure to give such notice shall not affect the validity of such set-off and application.

SECTION 8.18.Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in an Agreed Currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agent could purchase the applicable Agreed Currency with such other currency at BMO’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given.

(b) The obligation of any Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Agent hereunder shall, notwithstanding any judgment in any other currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Agent (as the case may be), of any sum adjudged to be so due in such othercurrency, such Lender or the Agent (as the case may be) may in accordance with normal banking procedures purchase the applicable Primary Currency with such other currency; if the amount of the applicable Primary Currency so purchased is less than such sum due to such Lender or the Agent (as the case may be) in the applicable Primary Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Agent (as the case may be) against such loss, and if the amount of the applicable Primary Currency so purchased exceeds such sum due to any Lender or the Agent (as the case may be) in the applicable Primary Currency, such Lender or the Agent (as the case may be) agrees to remit to the applicable Borrower such excess.

[Remainder of page intentionally left blank]

32

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

ALTRA INDUSTRIAL MOTION CORP.

By: /s/ Todd Patriacca

Name: Todd Patriacca

Title: Vice President Finance, Corporate Controller and Treasurer

AMERICAN PRECISION INDUSTRIES INC. AMERIDRIVES INTERNATIONAL,

LLC

AS MOTION NORTH AMERICA INC. THOMSON LINEAR LLC

FORMSPRAG LLC GUARDIAN COUPLINGS LLC INERTIA DYNAMICS, LLC WARNER ELECTRIC LLC BOSTON GEAR LLC

JACOBS VEHICLE SYSTEMS, INC. PACSCI MOTION CONTROL, £NC. KOLLMORGEN CORPORATION THOMSON INDUSTRIES, £NC.

KILIAN MANUFACTURING CORPORATION

TB WOOD'S CORPORATION

TB WOOD’S INCORPORATED

By: /s/ Todd Patriacca

Name: Todd Patriacca

Title: Treasurer

[Signature Page to Guarantee and Collateral Agreement]

BANK OF MONTREAL,

as Collateral Agent

By: /s/ Matthew Gerber

/s/

Name: Matthew Gerber

Title: Managing Director

[Signature Page to Guarantee and Collateral Agreement]

SUBSIDIARY GUARANTORS

1.American Precision Industries Inc.

2.Ameridrives International, LLC

3.AS Motion North America Inc.

4.Boston Gear LLC

5.Formsprag LLC

6.Guardian Couplings LLC

7.Inertia Dynamics, LLC

8.Jacobs Vehicle Systems, Inc.

9.Kilian Manufacturing Corporation

10.Kollmorgen Corporation

11.PacSci Motion Control, Inc.

12.TB Wood's Corporation

13.TB Wood's Incorporated

14.Thomson Industries, Inc.

15.Thomson Linear LLC

16.Warner Electric LLC

1

Schedule I to the Guarantee and

Collateral Agreement

2

EQUITY INTERESTS

* Certificate is in the name of Altra Industrial Motion, Inc. In November 2013, Altra Industrial Motion, Inc. changed its name to Altra Power Transmission, Inc. In December 2014, Altra Power Transmission, Inc. was merged into Altra Industrial Motion Corp. New certificates have not been issued in the name of Altra Industrial Motion Corp.

3

Schedule II to the Guarantee and

Collateral Agreement

* Certificate is in the name of Altra Industrial Motion, Inc. In November 2013, Altra Industrial Motion, Inc. changed its name to Altra Power Transmission, Inc. In December 2014, Altra Power Transmission, Inc. was merged into Altra Industrial Motion Corp. New certificates have not been issued in the name of Altra Industrial Motion Corp.

4

Grantor	Issuer	Jurisdiction ofOrganization ofIssuer	Number;Class of Shares/Interests	Certificated?(If yes,certificate number(s)?)	PercentageofOwnership Interest1
Altra Industrial Motion Corp.	Altra Industrial Motion (Thailand) Ltd.	Thailand	37,495 shares (of 37,500 shares total; par value 100 Baht per share)	N/A	99.9867%
Altra Industrial Motion Corp.	Guardian Couplings LLC	Delaware	100%; LLC Interests	N/A	100%
Altra Industrial Motion Corp.*	Nuttall Gear L L C	Delaware	1; LLC Interests	002	100%
Altra Industrial Motion Corp.*	Ameridrives International, LLC	Delaware	100%; LLC Interests	002	100%
Altra Industrial Motion Corp.*	Formsprag LLC	Delaware	861,429; Units	005	100%
Altra Industrial Motion Corp.*	Warner Electric LLC	Delaware	1; LLC Interests	003	100%
Altra Industrial Motion Corp.*	Warner Electric Technology LLC	Delaware	1; LLC Interests	003	100%
Altra Industrial Motion Corp.	Svendborg Brakes USA, LLC	Delaware	100%; LLC Interests	N/A	100%
Altra Industrial Motion Corp.*	Boston Gear LLC	Delaware	1; LLC Interests	002	100%
Boston Gear LLC	Bauer Gear Motor LLC	Delaware	100%; LLC Interests	001	100%
Altra Industrial Motion Corp.*	Inertia Dynamics, LLC	Delaware	100%; LLC Interests	002	100%
Altra Industrial Motion Corp.*	Kilian Manufacturing Corporation	Delaware	10; Stock, no par value	103	100%
Kilian Manufacturing Corporation	Kilian Canada ULC	Canada	300; Common Shares, no par value	Certification #2 – 195 Common Shares; Certificate #3 – 105 Common Shares	100%

1 Note: This column represents all of the Equity Interests owned by the relevant Grantor in the applicable issuer, but only Equity Interests that are required to be pledged pursuant to the terms of the Loans Documents will be pledged.

* Certificate is in the name of Altra Industrial Motion, Inc. In November 2013, Altra Industrial Motion, Inc. changed its name to Altra Power Transmission, Inc. In December 2014, Altra Power Transmission, Inc. was merged into Altra Industrial Motion Corp. New certificates have not been issued in the name of Altra Industrial Motion Corp.

5

Schedule II to the Guarantee and

Collateral Agreement

Grantor	Issuer	Jurisdiction ofOrganization ofIssuer	Number;Class of Shares/Interests	Certificated?(If yes, certificatenumber(s)?)	Percentageof OwnershipInterest1
Altra Industrial Motion Corp.*	TB Wood’s Corporation	Delaware	1,000; Common Stock, $0.01 par value per share	C-1	100%
TB Wood’s Corporation	TB Wood’s Incorporated	Pennsylvania	1,125,000; Common Stock, $0.10 par value per share	2	100%
TB Wood’s Incorporated	Industrial Blaju, S.A. de C.V.	Mexico	38,252,094 (of 38,252,095 total Shares); Shares representing variable capital of the company, with a nominal value of $1.00 (one Peso 00/100 M.N.) per share	2 (25,229,382 Shares); 3 (13,022,712 Shares)	99.9999%
TB Wood’s Incorporated	TB Wood’s Canada Ltd.	Canada	5,255; Common Shares	1015 (3,415 shares); 1016 (1,840 shares)	100%
Altra Industrial Motion Corp.	Altra Industrial Motion International Holding, LLC	Delaware	1,000; Common Stock, $1.00 par value per share	4(650 shares); 5(350 shares)	100%
Altra Industrial Motion Corp.	Altra Industrial Motion Netherlands C.V.	Netherlands	0.1%; Partnership Interests	Uncertificated	0.1%
Altra Industrial Motion Corp.	Stevens Holding Company, Inc.	Delaware	1,000 shares; common stock	Yes, #3	100%
AS Motion North America Inc.	G&L Motion Control Inc.	Delaware	100 shares; common stock	Yes, #5	100%
AS Motion North America Inc.	Thomson Linear LLC	Delaware	100%; Membership Units	Yes, #7	100%
AS Motion North America Inc.	American Precision Industries Inc.	Delaware	100 shares; common stock	Yes, #4	100%
American Precision Industries Inc.	Portescap U.S. Inc.	New York	1,000 shares; common stock	No	100%

* Certificate is in the name of Altra Industrial Motion, Inc. In November 2013, Altra Industrial Motion, Inc. changed its name to Altra Power Transmission, Inc. In December 2014, Altra Power Transmission, Inc. was merged into Altra Industrial Motion Corp. New certificates have not been issued in the name of Altra Industrial Motion Corp.

6

* Certificate is in the name of Altra Industrial Motion, Inc. In November 2013, Altra Industrial Motion, Inc. changed its name to Altra Power Transmission, Inc. In December 2014, Altra Power Transmission, Inc. was merged into Altra Industrial Motion Corp. New certificates have not been issued in the name of Altra Industrial Motion Corp.

7

Schedule II to the Guarantee and

Collateral Agreement

Grantor	Issuer	Jurisdiction ofOrganization ofIssuer	Number;Class of Shares/Interests	Certificated?(If yes, certificatenumber(s)?)	Percentageof OwnershipInterest1
American Precision Industries Inc.	Heat Transfer Guarantee Co. LLC	Delaware	100%; Membership units	No	100%
American Precision Industries Inc.	API Harowe (St. Kitts) Ltd.	Saint Kitts and Nevis	100%; Membership Units	No	100%
American Precision Industries Inc.	Portescap S.A.	Switzerland	112,000; Common stock	No	100%
AS Motion North America Inc.	Motion Engineering Incorporated	California	100 shares; Common Stock	Yes, #4	100%
Motion Engineering Incorporated	Portescap Co., Ltd.	Japan	100 Shares (out of 60,100 issued); Common Stock	No	Approx. 0.2%
AS Motion North America Inc.	Ball Screws and Actuators Co., Inc.2	California	100 Shares; Class A Common Stock	Yes, #4	100%
AS Motion North America Inc.	Wermex Corporation	Texas	650 shares; Common Stock	Yes, #10	100%
AS Motion North America Inc.	Thomson Industries, Inc.	Delaware	1 Share; Common Stock	Yes, #4	100%
Thomson Industries, Inc.	ABEK LLC	Delaware	100%; Membership Units	Yes, #DHR-004	100%
Thomson Industries, Inc.	Thomson Industries S. de R.L. CV	Mexico	1 (one) equity interest of the fixed capital of the company, with a value of $2,970.00 (two thousand nine hundred and seventy pesos 00/100 Mexican Currency), and (ii) 1 (one) equity interest in variable capital of the company, with value of $49,006.00 (forty nine thousand and six pesos 00/100 Mexican Currency)	No	Approx. 98.07%

8

2 The stock is issued in the name of “Balls Screws and Actuators Co., Inc.” but the entity name per the certificate of incorporation is “Balls Screws & Actuators Co. Inc.”

9

Schedule II to the Guarantee and

Collateral Agreement

Grantor	Issuer	Jurisdiction ofOrganization ofIssuer	Number;Class of Shares/Interests	Certificated?(If yes, certificatenumber(s)?)	Percentageof OwnershipInterest1
PacSci Motion Control, Inc.	Kollmorgen Corporation	New York	10 Shares; Common Stock	Yes, #4	100%
PacSci Motion Control, Inc.	TGA Motion AB	Sweden	1,000 Shares; Common Stock	No	100%
AS Motion LLC	PacSci Motion Control, Inc.	Massachusetts	2,350 shares	Yes, #8	100%
AS Motion LLC	Jacobs Vehicle Systems, Inc.	Delaware	1,000 shares	Yes, #2	100%
AS Motion LLC	AS Motion North America Inc.	Delaware	1 share	Yes, #3	100%

PLEDGED DEBT SECURITIES

1. Global Intercompany Note, dated as of the date hereof, among the Company and the Subsidiaries of the Company party thereto

5

Intellectual Property

United States Patents and Patent Applications

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
American Precision Industries, Inc.	United States	Permanent Magnet Wrap Spring Clutch	12/434,815	05/04/2009	8,256,598	09/04/2012	12/20/2030
American Precision Industries, Inc.	United States	Contaminant Resistant Motors for Surgical Instruments	15/466,762	03/22/2017	10,389,202	08/20/2019	07/29/2037
Inertia Dynamics, LLC	United States	Wrap Spring Clutch Coupling With Quick Release Feature	12/868,007	08/25/2010	8,439,177	05/14/2013	08/23/2031
Inertia Dynamics, LLC	United States	Wrap Spring Clutch Coupling With Forced Spring Clearance Disengagement	12/968,972	12/15/2010	8,695,773	04/15/2014	05/02/2032
Inertia Dynamics, LLC	United States	Cable Wrap Clutch With Torque Limiter Shutoff and Operator Control Re- Engagement	15/159,044	05/19/2016	10,066,680	09/04/2018	12/07/2036

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Method and System for Engine Braking in an Internal Combustion Engine Using a Stroke Limited High Pressure Engine Brake	10/101,629	03/21/2002	6,866,017	03/15/2005	06/08/2022
Jacobs Vehicle Systems, Inc.	United States	Lost Motion System and Method for Fixed-Time Valve Actuation	10/246,670	09/19/2002	6,694,933	02/24/2004	09/19/2022
Jacobs Vehicle Systems, Inc.	United States	Integrated Primary and Auxiliary Valve Actuation System	10/342,178	01/15/2003	6,854,433	02/15/2005	01/21/2023
Jacobs Vehicle Systems, Inc.	United States	Compact Lost Motion System for Variable Valve Actuation	10/408,254	04/08/2003	6,883,492	04/26/2005	04/24/2023
Jacobs Vehicle Systems, Inc.	United States	Compact Lost Motion System for Variable Valve Actuation	11/102,804	04/11/2005	7,152,576	12/26/2006	06/19/2023

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	System and Method for Internal Exhaust Gas Recirculation	10/660,508	09/12/2003	6,827,067	12/07/2004	09/12/2023
Jacobs Vehicle Systems, Inc.	United States	System and Method for Modifying Engine Valve Lift	10/816,828	04/05/2004	6,920,868	07/26/2005	09/12/2023
Jacobs Vehicle Systems, Inc.	United States	Multiple Slave Piston Valve Actuation System	10/733,516	12/12/2003	7,559,300	07/14/2009	05/25/2026
Jacobs Vehicle Systems, Inc.	United States	System and Method of Retaining Hydraulic Fluid in a Hydraulic Valve Actuation System	10/737,932	12/18/2003	7,059,283	06/13/2006	12/18/2023
Jacobs Vehicle Systems, Inc.	United States	Engine Braking Method and Apparatus	10/739,098	12/19/2003	7,162,996	01/16/2007	06/02/2024
Jacobs Vehicle Systems, Inc.	United States	Valve Actuation System With Valve Seating Control	10/826,404	04/19/2004	7,156,062	01/02/2007	04/19/2024

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	System and Method for Valve Actuation	11/012,324	12/16/2004	7,069,888	07/04/2006	12/16/2024
Jacobs Vehicle Systems, Inc.	United States	Apparatus and Method for Controlling Exhaust Pressure	11/030,895	01/10/2005	7,350,502	04/01/2008	01/10/2025
Jacobs Vehicle Systems, Inc.	United States	System and Method for Multi-Lift Valve Actuation	11/059,378	02/17/2005	7,066,159	06/27/2006	02/17/2025
Jacobs Vehicle Systems, Inc.	United States	Valve Bridge With Integrated Lost Motion System	11/079,249	03/15/2005	7,905,208	03/15/2011	02/16/2026
Jacobs Vehicle Systems, Inc.	United States	Valve Bridge With Integrated Lost Motion System	13/004,695	01/11/2011	8,578,901	11/12/2013	04/01/2025
Jacobs Vehicle Systems, Inc.	United States	Primary and Offset Actuator Rocker Arms for Engine Valve Actuation	11/123,063	05/06/2005	7,392,772	07/01/2008	05/06/2025

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Method of Modifying Exhaust Valve Timing to Improve Engine Performance	11/159,275	06/23/2005	7,237,540	07/03/2007	12/22/2023
Jacobs Vehicle Systems, Inc.	United States	Combined Exhaust Restriction and Variable Valve Actuation	11/202,201	08/12/2005	7,954,465	06/07/2011	03/17/2028
Jacobs Vehicle Systems, Inc.	United States	System and Method for Hydraulic Valve Actuation	11/290,518	12/01/2005	7,555,998	07/07/2009	12/01/2025
Jacobs Vehicle Systems, Inc.	United States	Valve Actuation System With Valve Seating Control	11/401,260	04/11/2006	8,453,613	06/04/2013	02/04/2031
Jacobs Vehicle Systems, Inc.	United States	Self-Adjusting Valve Catch With Valve Seating Control	12/233,312	09/18/2008	8,079,338	12/20/2011	11/29/2027
Jacobs Vehicle Systems, Inc.	United States	Method of Operating an Engine Brake	11/429,225	05/08/2006	7,284,533	10/23/2007	05/08/2026

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Finger Follower Lost Motion Valve Actuation System With Locating Link	11/524,292	09/21/2006	7,600,497	10/13/2009	11/14/2027
Jacobs Vehicle Systems, Inc.	United States	Valve Actuation System and Method of Driving Two Slave Pistons With One Master Piston	11/637,047	12/12/2006	7,665,432	02/23/2010	03/09/2027
Jacobs Vehicle Systems, Inc.	United States	Engine Brake Apparatus	11/976,793	10/29/2007	7,793,624	09/14/2010	02/14/2028
Jacobs Vehicle Systems, Inc.	United States	Method for Variable Valve Actuation to Provide Positive Power and Engine Braking	12/073,020	02/28/2008	7,565,896	07/28/2009	02/28/2028
Jacobs Vehicle Systems, Inc.	United States	Engine Brake Having an Articulated Rocker Arm and a Rocker Shaft Mounted Housing	12/076,173	03/14/2008	7,823,553	11/02/2010	04/27/2029
Jacobs Vehicle Systems, Inc.	United States	Individua Rocker Shaft and Pedestal Mounted Engine Brake	12/754,346	04/05/2010	8,528,508	09/10/2013	04/27/2029

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Rocker Shaft Pedestal Incorporating an Engine Valve Actuation System or Engine Brake	13/080,497	04/05/2011	8,726,863	05/20/2014	11/24/2028
Jacobs Vehicle Systems, Inc.	United States	Variable Valve Actuation System	12/155,243	05/30/2008	8,087,392	01/03/2012	05/01/2030
Jacobs Vehicle Systems, Inc.	United States	Engine braking apparatus with mechanical linkage and lash adjustment	12/217,813	07/09/2008	7,789,065	09/07/2010	12/30/2028
Jacobs Vehicle Systems, Inc.	United States	Engine braking apparatus with mechanical linkage and lash adjustment	12/854,716	08/11/2010	7,909,017	03/22/2011	07/09/2028
Jacobs Vehicle Systems, Inc.	United States	Dedicated Rocker Arm Engine Brake	13/257,240	04/27/2009	8,851,048	10/07/2014	12/13/2030
Jacobs Vehicle Systems, Inc.	United States	Lost Motion Variable Valve Actuation System for Engine Braking and Early Exhaust Opening	12/436,573	05/06/2009	7,712,449	05/11/2010	05/06/2029

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Exhaust Brake	12/483,854	06/12/2009	7,735,466	06/15/2010	06/12/2029
Jacobs Vehicle Systems, Inc.	United States	Bias System for Dedicated Engine Braking Rocker Arm in a Lost Motion System	12/533,702	07/31/2009	7,971,569	07/05/2011	12/30/2029
Jacobs Vehicle Systems, Inc.	United States	Bias System for Dedicated Engine Braking Rocker Arm in a Lost Motion System	13/160,112	06/14/2011	8,151,763	04/10/2012	07/31/2029
Jacobs Vehicle Systems, Inc.	United States	Lost Motion Variable Valve Actuation System With Valve Catch Piston	12/852,115	08/06/2010	8,516,984	08/27/2013	03/10/2031
Jacobs Vehicle Systems, Inc.	United States	Combined Engine Braking and Positive Power Engine Lost Motion Valve Actuation System	13/192,330	07/27/2011	8,936,006	01/20/2015	01/17/2033
Jacobs Vehicle Systems, Inc.	United States	Combined Engine Braking and Positive Power Engine Lost Motion Valve Actuation System	14/274,899	05/12/2014	10,851,717	12/01/2020	12/22/2031

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Combined Engine Braking and Positive Power Engine Lost Motion Valve Actuation System	16/689,937	11/20/2019
Jacobs Vehicle Systems, Inc.	United States	Primary and Auxiliary Rocker Arm Assembly for Engine Valve Actuation	13/481,026	05/25/2012	8,627,791	01/14/2014	05/25/2032
Jacobs Vehicle Systems, Inc.	United States	Method and System for Engine Cylinder Decompression	13/624,478	09/21/2012	8,863,726	10/21/2014	09/21/2032
Jacobs Vehicle Systems, Inc.	United States	Engine System and Operation Method Using Engine Braking Mechanisms for Early Exhaust Valve Opening	14/008,811	02/25/2013	9,234,467	01/12/2016	02/25/2033
Jacobs Vehicle Systems, Inc.	United States	Engine System and Operation Method Using Engine Braking Mechanisms for Early Exhaust Valve Opening	14/954,413	11/30/2015	9,845,713	12/19/2017	02/25/2033

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Systems and Methods for Hydraulic Lash Adjustment in an Internal Combustion Engine	13/946,860	07/19/2013	9,200,541	12/01/2015	07/19/2033
Jacobs Vehicle Systems, Inc.	United States	Integrated Lost Motion Rocker Brake With Automatic Reset	14/035,707	09/24/2013	9,016,249	04/28/2015	12/05/2033
Jacobs Vehicle Systems, Inc.	United States	Rocker Latch for Controlling Engine Valve Actuation	14/133,090	12/18/2013	9,410,455	08/09/2016	08/12/2034
Jacobs Vehicle Systems, Inc.	United States	Start of an Internal Combustion Engine With at Least One Engine Valve in an Open State During Cranking	15/184,904	06/16/2016	9,739,184	08/22/2017	12/18/2033
Jacobs Vehicle Systems, Inc.	United States	Apparatus and System Comprising Integrated Master- Slave Pistons for Actuating Engine Valves	14/188,867	02/25/2014	9,068,478	06/30/2015	02/25/2034

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Intra-Cylinder Auxiliary Actuation of Engine Valves Through Selective Discontinuation of Main Valve Events	14/190,540	02/26/2014	9,347,383	05/24/2016	09/03/2034
Jacobs Vehicle Systems, Inc.	United States	Controlling Motion of a Movable Part	14/227,122	03/27/2014	9,091,184	07/28/2015	03/27/2034
Jacobs Vehicle Systems, Inc.	United States	Lost Motion Valve Actuation Systems With Locking Elements Including Wedge Locking Elements	14/331,982	07/15/2014	9,790,824	10/17/2017	10/25/2031
Jacobs Vehicle Systems, Inc.	United States	Apparatus and System Comprising Collapsing and Extending Mechanisms for Actuating Engine Valves	14/561,908	12/05/2014	9,512,746	12/06/2016	03/16/2035
Jacobs Vehicle Systems, Inc.	United States	Linkage Between an Auxiliary Motion Source and a Main Motion Load Path in an Internal Combustion Engine	14/735,247	06/10/2015	10,626,763	04/21/2020	09/16/2037

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Linkage Between an Auxiliary Motion Source and a Main Motion Load Path in an Internal Combustion Engine	16/796,653	02/20/2020
Jacobs Vehicle Systems, Inc.	United States	System Comprising an Accumulator Upstream of a Lost Motion Component in a Valve Bridge	14/799,837	07/15/2015	9,702,276	07/11/2017	09/08/2035
Jacobs Vehicle Systems, Inc.	United States	Pushrod Assembly	14/800,092	07/15/2015	10,077,686	09/18/2018	09/16/2035
Jacobs Vehicle Systems, Inc.	United States	Stystem Comprising a Pumping Assembly Operatively Connected to a Valve Actuation Motion Source or Valve Train Compoent	14/846,098	09/04/2015	10,711,662	07/14/2020	09/04/2035
Jacobs Vehicle Systems, Inc.	United States	Lost Motion Assembly in a Valve Bridge for Use with a Valve Train Comprising a Hydraulic Lash Adjuster	14/858,644	09/18/2015	9,611,767	04/04/2017	10/01/2035

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	System and Method of Adjusting Actuating Timing of Valves in a Piston Engine	15/522,529	10/23/2015	10,329,969	06/25/2019	11/05/2035
Jacobs Vehicle Systems, Inc.	United States	Method and Apparatus for Combine Exhaust and Compression Release Engine Braking	15/253,708	08/31/2016	10,132,247	11/20/2018	10/14/2036
Jacobs Vehicle Systems, Inc.	United States	Method and Apparatus for Determining Exhaust Brake Failure	15/390,512	12/25/2016	10,513,989	10/24/2019	10/14/2036
Jacobs Vehicle Systems, Inc.	United States	Lost Motion Differential Valve Actuation	15/272,986	09/22/2016	10,184,363	01/22/2019	09/22/2036
Jacobs Vehicle Systems, Inc.	United States	System for Engine Valve Actuation Comprising Lash- Prevention Valve Actuation Motion	15/280,063	09/29/2016	10,526,936	01/07/2020	11/12/2036
Jacobs Vehicle Systems, Inc.	United States	Removable Valve Bridges and Valve Actuation Systems Including the Same	15/692,773	08/31/2017	10,683,778	06/16/2020	08/31/2037

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Systems and Methods for Counter Flow Management and Valve Motion Sequencing in Enhanced Engine Braking	16/054,701	08/03/2018
Jacobs Vehicle Systems, Inc.	United States	Systems and Methods for Counter Flow Management and Valve Motion Sequencing in Enhanced Engine Braking	16/054,721	08/03/2018	10,753,289	08/25/2020	10/29/2038
Jacobs Vehicle Systems, Inc.	United States	Variable Length Piston Assemblies for Engine Valve Actuation Systems Rocker Arm With Lost Motion Assembly	16/151,803	10/04/2018	10,774,693	09/15/2020	10/04/2038
Jacobs Vehicle Systems, Inc.	United States	Lash Adjustment in Lost Motion Engine Systems	16/186,500	11/10/2018	10,590,810	03/17/2020	11/10/2038
Jacobs Vehicle Systems, Inc.	United States	Lash Adjuster Control in Engine Valve Actuation Systems	16/409,614	05/10/2019

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Rocker Arm Control System	16/295,637	03/07/2019	10,634,019	04/28/2020	03/07/2039
Jacobs Vehicle Systems, Inc.	United States	Systems and Methods for IEGR Using Secondary Intake Valve Motion and Lost-Motion Reset	16/364,355	03/26/2019	11,149,599	10/19/2021	03/26/2039
Jacobs Vehicle Systems, Inc.	United States	Engine Valve Actuation Systems With Lost Motion Valve Train Components Including Collapsing Valve Bridges With Locking Pin	16/455,248	06/27/2019	10,851,682	12/01/2020	06/07/2039
Jacobs Vehicle Systems, Inc.	United States	Systems and Methods for Combined Engine Braking and Lost Motion Exhaust Valve Opening	16/513,608	07/16/2019	11,156,135	10/26/2021	09/10/2039
Jacobs Vehicle Systems, Inc.	United States	Lost Motion Variable Valve Actuation Systems and Methods	16/566,832	09/10/2019

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Response Time in Lost Motion Valve Trains	16/573,660	09/17/2019
Jacobs Vehicle Systems, Inc.	United States	Valve Bridge Systems Comprising Valve Bridge Guide	16/676,140	11/06/2019	10,883,392	01/05/2021	11/06/2039
Jacobs Vehicle Systems, Inc.	United States	Valve Bridge Systems Comprising Valve Bridge Guide	15/929,504	05/06/2020	11,053,819	07/06/2021	11/06/2039
Jacobs Vehicle Systems, Inc.	United States	Valve Bridge Comprising Concave Chambers	17/305,165	07/01/2021
Jacobs Vehicle Systems, Inc.	United States	Finger Follower for Lobe Switching and Single Source Lost Motion	16/706,226	12/06/2019	11,060,426	07/13/2021	12/06/2039
Jacobs Vehicle Systems, Inc.	United States	Finger Follower for Lobe Switching and Single Source Lost Motion	15/929,899	05/28/2020

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Valve Actuation System Comprising Finger Follower for Lobe Switching and Single Source Lost Motion	17/305,637	07/12/2021
Jacobs Vehicle Systems, Inc.	United States	Valve Actuation System Comprising Two Rocker Arms and a Collapsing Mechanism	16/706,701	12/07/2019
Jacobs Vehicle Systems, Inc.	United States	Valve Actuation System Comprising at Least Two Rocker Arms and a One-Way Coupling Mechanism	16/706,704	12/07/2019
Jacobs Vehicle Systems, Inc.	United States	Selective Resetting Lost Motion Engine Valve Train Components	16/743,183	01/15/2020
Jacobs Vehicle Systems, Inc.	United States	Systems Having Deactivator Controller Operatively Connected to Deactivators for at Least Two Cylinders and Methods for Cylinder Deactivation	16/947,239	07/24/2020

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Combined Positive Power and Cylinder Deactivation Operation With Secondary Valve Event	16/947,505	08/04/2020
Jacobs Vehicle Systems, Inc.	United States	Valve Actuation System Comprising in-Series Lost Motion Components for Use in Cylinder Deactivation and Auxillary Valve Actuations	17/247,481	12/12/2020
Jacobs Vehicle Systems, Inc.	United States	Engine Valve Actuation With Handoff Control Between Cooperative Vale Actuation Motions	17/249,090	02/19/2021	11,131,222	09/28/2021	02/19/2041
Jacobs Vehicle Systems, Inc.	United States	Single Actuator Valve Sequencing in Cylinder Deactivation and High-Power Density (HPD) Braking Engine Environments	17/301,414	04/01/2021
Jacobs Vehicle Systems, Inc.	United States	Valve Actuation and Sequencing for Cylinder Deactivation and	17/301,419	04/02/2021

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
		High-Power Density (HPD) Braking
Jacobs Vehicle Systems, Inc.	United States	Valve Actuation System Comprising Lost Motion and High Lift Transfer Components in a Main Motion Load Path	17/302,475	05/04/2021
Kollmorgen Corporation	United States	Design for Frameless Cartridge Motors	10/067,117	02/04/2002	6,577,036	06/10/2003	02/04/2022
Kollmorgen Corporation	United States	Reaction Force Transfer System	10/155,058	05/24/2002	6,844,635	01/18/2005	05/24/2022
Kollmorgen Corporation	United States	Highly Efficient Permanent Magnet Brushless Motor	10/624,258	07/21/2003	7,105,973	09/12/2006	07/21/2023
Kollmorgen Corporation	United States	Current Sensor for DC Powered Three Phase Motor Control System	10/655,993	09/05/2003	6,998,800	02/14/2006	05/31/2024
Kollmorgen Corporation	United States	Method for Winding a Stator of Multi- Phase Motors	10/791,422	03/02/2004	7,135,799	11/14/2006	03/02/2024

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Kollmorgen Corporation	United States	Method for Winding a Stator of Multi- Phase Motors	11/172,324	06/30/2005	7,152,301	12/26/2006	03/02/2024
Kollmorgen Corporation	United States	Dynamic Braking for Electric Motors	12/481,925	06/10/2009	8,154,228	04/10/2012	07/22/2030
Kollmorgen Corporation	United States	Auto-Tune of a Control System Based on Frequency Response	12/687,385	01/14/2010	8,214,063	07/03/2012	01/02/2031
Kollmorgen Corporation	United States	Environmentally Protected Housingless Generator/Motor	13/091,962	04/21/2011	9,035,503	05/19/2015	10/09/2032
Kollmorgen Corporation	United States	Separable Tooth Tip Armature Construction	13/157,516	06/10/2011	8,786,157	07/22/2014	01/26/2032
Kollmorgen Corporation	United States	Safe Torque Off Over Network Wiring	13/214,507	08/22/2011	8,566,415	10/22/2013	11/01/2031
Kollmorgen Corporation	United States	Systems and Methods for Supporting Two Different Protocols on a Same Physical Connection	13/294,236	11/11/2011	9,634,863	04/25/2017	11/14/2033
Kollmorgen Corporation	United States	Large Diameter Rotary Motor Driven by Flux Switching	15/154,853	05/13/2016	10,772,578	09/15/2020	12/01/2036

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Kollmorgen Corporation	United States	Self-Sanitizing Electrical Machine	15/248,312	08/26/2016	10,383,962	08/20/2019	08/26/2036
Kollmorgen Corporation	United States	Self-Sanitizing Electrical Machine	16/509,795	07/12/2019
Kollmorgen Corporation	United States	Hygienic Motor Cable Vent Connector Apparatus and Method	15/248,538	08/26/2016	10,873,154	12/22/2020	04/05/2038
Kollmorgen Corporation	United States	Hygienic Adapter for Electrical Motors	15/254,680	09/01/2016	10,230,283	03/12/2019	09/09/2037
Kollmorgen Corporation	United States	System and Method for Improved DC Power Line Communication	15/274,517	09/23/2016	10,374,468	08/06/2019	08/01/2037
Kollmorgen Corporation	United States	System and Method for Improved DC Power Line Communication	16/282,982	02/22/2019	10,770,929	09/08/2020	10/08/2036
Kollmorgen Corporation	United States	Segmented Brushless Stator Interconnect System	15/288,793	10/07/2016	10,468,930	11/05/2019	07/21/2037
Kollmorgen Corporation	United States	Method and Apparatus for Power- Saving, Fail-Safe Control of an	15/411,759	01/20/2017	10,520,050	12/31/2019	01/20/2037

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
		Electromechanical Brake
Kollmorgen Corporation	United States	Robot Arm Joint	15/819,174	11/21/2017	11,161,258	11/02/2021	03/30/2039
Kollmorgen Corporation	United States	Method and Apparatus for Limiting the Output Voltages of Switch Mode Power Supplies	16/247,478	01/14/2019	10,840,696	11/17/2020	03/30/2039
Kollmorgen Corporation	United States	System for Measuring Motor Temperature	16/824,370	03/19/2020
Kollmorgen Corporation	United States	Method and Apparatus for the Safe Limitation of Motor Torque in a Three-Phase Drive	16/926,244	07/10/2020
Kollmorgen Corporation	United States	DC Current Regulator With Supercapacitor	17/037,044	09/29/2020
Kollmorgen Corporation	United States	Motor Drive Enclosure	29/331,633	01/29/2009	D619104	07/06/2010	07/06/2024
Kollmorgen Corporation	United States	Motor Drive Enclosure	29/331,637	01/29/2009	D608300	01/19/2010	01/19/2024

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
TB Wood's Incorporated	United States	Flexible Coupling Device	11/256,463	10/21/2005	7,390,265	06/24/2008	08/29/2026
Thomson Industries, Inc.	United States	Overload Prevention Device for Permanent Magnet DC Motors	11/461,170	07/31/2006	7,622,876	11/24/2009	03/30/2027
Thomson Industries, Inc	United States	Apparatus and Methods for Controlling Hydraulically- Powered Apparatus	12/909,318	10/21/2010	9,234,582	01/12/2016	09/08/2033
Thomson Industries, Inc.	United States	Linear Motion Bearing With Plate Retaining Structure Having a Plurality of Pieces	13/810,096	07/15/2011	8,702,309	04/22/2014	07/15/2031
Thomson Industries, Inc.	United States	Linear Motion Bearing With Interlock Structure	13/810,239	07/15/2011	8,979,373	03/17/2015	08/05/2031
Thomson Industries, Inc.	United States	Linear Bearing With Improved Outer Housing Sleeve	14/750,263	06/25/2015	9,512,877	12/06/2016	07/15/2031
Thomson Industries, Inc.	United States	Linear Bearing With Modular Bearing Segments	14/610,344	01/30/2015	9,689,426	06/27/2017	08/31/2031
Thomson Industries, Inc.	United States	Linear Bearing With Nested Bearing Tracks	13/810,264	07/15/2011	9,080,603	07/14/2015	07/15/2031

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Thomson Industries, Inc.	United States	Linear Bearing With Nested Bearing Tracks	14/727,158	06/01/2015	9,599,154	03/21/2017	07/15/2031
Thomson Industries, Inc.	United States	Linear Motion Bearing System With Self-Aligning Rail	13/812,608	07/27/2011	9,217,466	12/22/2015	07/27/2031
Thomson Industries, Inc.	United States	Clam Shell Linear Motion Bearing Assembly	13/814,830	08/10/2011	8,998,490	04/07/2015	08/10/2031
Thomson Industries, Inc.	United States	Linear Actuator	13/823,254	09/23/2011	9,453,563	09/27/2016	09/23/2031
Thomson Industries, Inc.	United States	Hybrid Clam-Shell Linear Bearing	13/485,070	05/31/2012	9,212,695	12/15/2015	05/31/2032
Thomson Industries, Inc.	United States	Taper Lock Apparatus	14/307,949	06/18/2014	9,482,324	11/01/2016	06/18/2034
Thomson Industries, Inc.	United States	Linear Drive Assembly	15/207,656	07/12/2016	9,874,249	01/23/2018	06/18/2034
Thomson Industries, Inc.	United States	Injection Molded Blank for Lead Screw, Rotor-Blank Assembly and Method for Producing Same	14/911,818	07/21/2014	9,735,646	08/15/2017	07/21/2034
Thomson Industries, Inc.	United States	Secondary Drive Coupling for Use With a Shaft	14/934,374	11/06/2015	10,274,063	04/30/2019	06/23/2036
Thomson Industries, Inc.	United States	Differential Lock Actuation and Control	15/913,075	03/06/2018	10,683,921	06/16/2020	09/25/2038
Thomson Industries, Inc.	United States	Rotary Actuator	29/633,760	01/16/2018	D844038	03/26/2019	03/26/2034

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Warner Electric LLC	United States	Electromechanical Screw Drive Actuator	10/609,883	06/30/2003	6,927,513	08/09/2005	08/22/2023
Kilian Manufacturing Corporation	United States	Bearing Assembly for a Steering Assembly	11/773,715	07/05/2007	7,637,667	12/29/2009	07/16/2028

Intellectual Property

United States Trademarks and Trademark Applications

Schedule IV to the Guarantee and

Collateral Agreement

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Altra Industrial Motion Corp.	United States	A & Design	78/560,930	02/04/2005	3,146,781	09/19/2006	09/19/2026
Altra Industrial Motion Corp.	United States	ALTRA INDUSTRIAL MOTION	76/621,069	11/17/2004	3,360,155	12/25/2007	12/25/2027
American Precision Industries, Inc.	United States	DELEVAN	78/604,157	04/07/2005	3,095,287	05/23/2006	05/23/2026
American Precision Industries, Inc.	United States	DELEVAN	90/171,889	09/10/2020	6,443,003	08/03/2021	09/10/2030
Boston Gear LLC	United States	BEAR-N-BRONZ	71/665,847	05/06/1954	603,829	03/29/1955	03/29/2025
Boston Gear LLC	United States	BG & Design	71/327,723	06/04/1932	298,486	10/25/1932	10/25/2022
Boston Gear LLC	United States	BOST-BRONZ	71/597,836	05/20/1950	547,544	09/04/1951	09/04/2021
Boston Gear LLC	United States	BOST-BRONZ & Design (stylized)	71/677,082	11/22/1954	612,905	09/27/1955	09/27/2025
Boston Gear LLC	United States	BOST-FLEX	73/163,090	03/21/1978	1,111,218	01/16/1979	01/16/2029

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Boston Gear LLC	United States	BOSTON	71/535,926	09/27/1947	522,912	03/28/1950	03/28/2030
Boston Gear LLC	United States	BOSTON & Design	73/514,378	12/19/1984	1,374,572	12/10/1985	12/10/2025
Boston Gear LLC	United States	BOSTON GEAR	72/338,165	09/17/1969	905,805	01/12/1971	01/12/2031
Boston Gear LLC	United States	BOSTON GEAR	72/338,166	09/17/1969	905,846	01/12/1971	01/12/2031
Boston Gear LLC	United States	BOS-TRONG & Design	72/251,147	07/27/1966	837,074	10/17/1967	10/17/2027
Boston Gear LLC	United States	CENTRIC	73/434,105	07/11/1983	1,365,217	10/15/1985	10/15/2025
Boston Gear LLC	United States	CENTRIGARD	78/774,995	12/16/2005	3,374,068	01/22/2008	01/22/2028
Boston Gear LLC	United States	DCX	74/151,919	03/27/1991	1,689,927	06/02/1992	06/02/2022
Boston Gear LLC	United States	DOMED CROWN	86/706,894	07/28/2015	5,083,256	11/15/2016	11/15/2026
Boston Gear LLC	United States	GEARHEAD EXPRESS	75/536,127	08/13/1998	2,488,100	09/11/2001	09/11/2031
Boston Gear LLC	United States	MICRON	71/654,910	10/16/1953	606,358	05/24/1955	05/24/2025
Boston Gear LLC	United States	MOTOR MULTIPLIER	73/184,680	09/05/1978	1,131,648	03/11/1980	03/11/2030
Boston Gear LLC	United States	OPTIMOUNT	72/046,238	02/20/1958	670,192	11/25/1958	11/25/2028
Boston Gear LLC	United States	POSIVENT	76/423,536	06/20/2002	2,875,347	08/17/2004	08/17/2024

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Boston Gear LLC	United States	RATIOTROL	72/137,450	02/07/1962	743,713	01/15/1963	01/15/2023
Boston Gear LLC	United States	STABILI SEAL	78/564,645	02/10/2005	3,131,135	08/15/2006	08/15/2026
Boston Gear LLC	United States	TRUE PLANETARY	74/610,671	12/13/1994	1,937,231	11/21/1995	11/21/2025
Guardian Couplings LLC	United States	GUARD-FLEX	86/571,085	03/20/2015	4,912,410	03/08/2016	03/08/2026
Guardian Couplings LLC	United States	GUARDEX	86/285,572	05/19/2014	4,663,395	12/30/2014	12/30/2024
Guardian Couplings LLC	United States	GUARDIAN	87/410,452	04/13/2017	5,329,032	11/07/2017	11/07/2027
Inertia Dynamics, LLC	United States	UNIBRAKE	72/219,817	05/26/1965	809,205	05/31/1966	05/31/2026
Inertia Dynamics, LLC	United States	DYNACORP	86/649,763	06/03/2015	4,885,322	01/12/2016	01/12/2026
Jacobs Vehicle Systems, Inc.	United States	ACTIVE DECOMPRESSION TECHNOLOGY	87/245,320	11/22/2016	6,373,189	06/01/2021	06/01/2031
Jacobs Vehicle Systems, Inc.	United States	ADT	87/245,251	11/22/2016	6,273,007	02/16/2021	02/16/2031

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Jacobs Vehicle Systems, Inc.	United States	EVOLVE BY JACOBS	77/636,138	12/18/2008	4,403,543	09/17/2013	09/17/2023
Jacobs Vehicle Systems, Inc.	United States	HPD	87/241,239	11/18/2016
Jacobs Vehicle Systems, Inc.	United States	J & Design	73/672,521	07/17/1987	1,490,083	05/31/1998	05/31/2028
Jacobs Vehicle Systems, Inc.	United States	JACOBS	75/103,122	05/13/1996	2,222,114	02/09/1999	02/09/2029
Jacobs Vehicle Systems, Inc.	United States	JACOBS ENGINE BRAKE & Design (stylized)	76/134,897	09/25/2000	2,575,531	06/04/2002	06/04/2022
Jacobs Vehicle Systems, Inc.	United States	JACOBS EXHAUST BRAKE & Design (stylized)	76/134,683	09/25/2000	2,597,144	07/23/2002	07/23/2022
Jacobs Vehicle Systems, Inc.	United States	JACOBS VEHICLE SYSTEMS & Road Design	77/253,448	08/13/2007	3,589,708	03/17/2009	03/17/2029
Jacobs Vehicle Systems, Inc.	United States	JACOBS VEHICLE SYSTEMS & Road Design	77/611,098	11/10/2008	3,635,163	06/09/2009	06/09/2029

Jacobs Vehicle Systems, Inc. United States JACOBS VEHICLE SYSTEMS & Road Design 77/654,260 01/22/2009 3,759,975 03/16/2020 03/16/2030

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Jacobs Vehicle Systems, Inc.	United States	JAKE BRAKE & Design (stylized)	76/532,279	07/24/2003	2,864,614	07/20/2004	07/20/2024
Jacobs Vehicle Systems, Inc.	United States	JAKE BRAKE & Road Design	77/611,096	11/10/2008	3,635,162	06/09/2009	06/09/2029
Jacobs Vehicle Systems, Inc.	United States	JAKE BRAKE & Road Design	77/253,454	08/13/2007	3,589,709	03/17/2009	03/17/2029
Jacobs Vehicle Systems, Inc.	United States	JAKE BRAKE & Road Design	77/654,216	01/22/2009	3,663,312	08/04/2009	08/04/2029
Jacobs Vehicle Systems, Inc.	United States	JVS ENGINEERING & Design	86/062,053	09/11/2013	5,332,299	11/14/2017	11/14/2027
Jacobs Vehicle Systems, Inc.	United States	ROBO-LASH	75/076,865	03/22/1996	2,122,829	12/23/1997	12/23/2027
Jacobs Vehicle Systems, Inc.	United States	THE JOURNEY CONTINUES	85/273,189	03/22/2011	4,134,189	05/01/2012	05/01/2022
Kollmorgen Corporation	United States	AKD	77/557,949	08/28/2008	3,693,882	10/06/2009	10/06/2029
Kollmorgen Corporation	United States	AKM	77/612,958	11/12/2008	3,638,836	06/16/2009	06/16/2029
Kollmorgen Corporation	United States	BRONCO	88/085,136	08/20/2018	5,792,152	07/02/2019	07/02/2029

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Kollmorgen Corporation	United States	KOLLMORGEN	78/447,539	07/08/2004	3,053,461	01/31/2006	01/31/2026
Kollmorgen Corporation	United States	KOLLMORGEN	90/648,203	04/15/2021
Kollmorgen Corporation	United States	KOLLMORGEN CARTRIDGE DDR	78/637,684	05/26/2005	3,191,405	01/02/2007	01/02/2027
Kollmorgen Corporation	United States	KOLLMORGEN GOLDLINE	75/381,493	10/29/1997	2,231,789	03/16/1999	03/16/2029
Kollmorgen Corporation	United States	MOTIONEERING	75/368,832	10/06/1997	2,201,427	11/03/1998	11/03/2028
Kollmorgen Corporation	United States	MOTION LINK	75/182,350	10/16/1996	2,115,875	11/25/1997	11/25/2027
Kollmorgen Corporation	United States	POWERMAX II	74/018,540	01/12/1990	1,634,654	02/12/1991	02/12/2031
Kollmorgen Corporation	United States	SAFEMOTION	90/165,283	09/08/2020
Kollmorgen Corporation	United States	SERVOSTAR	75/182,352	10/16/1996	2,179,949	08/11/1998	08/11/2028
Kollmorgen Corporation	United States	SLO-SYN	72/066,177	01/20/1959	685,066	09/15/1959	09/15/2029
Kollmorgen Corporation	United States	SLO-SYN	72/176,327	09/14/1963	777,758	09/29/1964	09/29/2024
Kollmorgen Corporation	United States	SMM	90/165,315	09/08/2020
TB Wood's Incorporated	United States	ALL-PRO	75/290,731	05/12/1997	2,165,737	06/16/1998	06/16/2028
TB Wood's Incorporated	United States	DISCO-TORQUE	72/285,224	11/20/1967	859,264	10/29/1968	10/29/2028

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
TB Wood's Incorporated	United States	DURA-FLEX	73/158,649	02/13/1978	1,116,828	04/24/1979	04/24/2029
TB Wood's Incorporated	United States	G-FLEX	77/397,102	02/14/2008	3,501,631	09/16/2008	09/16/2028
TB Wood's Incorporated	United States	QT POWER CHAIN	76/403,299	05/02/2002	2,723,745	06/10/2003	06/10/2023
TB Wood's Incorporated	United States	ROTO-CAM	72/285,223	11/20/1967	859,263	10/29/1968	10/29/2028
TB Wood's Incorporated	United States	SURE-FLEX	72/043,720	01/09/1958	668,649	10/21/1958	10/21/2028
TB Wood's Incorporated	United States	SURE-FLEX PLUS	86/622,002	05/07/2015	4,884,899	01/12/2016	01/12/2026
TB Wood's Incorporated	United States	SURE-GRIP	71/575,508	03/15/1948	646,423	06/04/1957	06/04/2027
TB Wood's Incorporated	United States	SURE-GRIP	73/136,699	08/08/1977	1,109,150	12/19/1978	12/19/2028
TB Wood's Incorporated	United States	TB WOOD'S	87/110,177	07/20/2016	5,159,886	03/14/2017	03/14/2027
TB Wood's Incorporated	United States	W TB WOOD'S & Design	75/107,136	05/20/1996	2,059,245	05/06/1997	05/06/2027
Thomson Industries, Inc.	United States	60 CASE	71/697,339	10/28/1955	639,298	01/01/1957	01/01/2027
Thomson Industries, Inc.	United States	BALL BUSHING	71/696,601	10/17/1955	650,866	08/27/1957	08/27/2027

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Thomson Industries, Inc.	United States	ELECTRAK	74/454,784	11/05/1993	1,893,972	05/16/1995	05/16/2025
Thomson Industries, Inc.	United States	FLOURONYLINER	75/031,969	12/13/1995	2,118,346	12/02/1997	12/02/2027
Thomson Industries, Inc.	United States	LINEARLUBE	74/041,892	03/26/1990	1,704,076	07/28/1992	07/28/2022
Thomson Industries, Inc.	United States	LINEARRACE	78/694,290	08/17/2005	3,120,696	07/25/2006	07/25/2026
Thomson Industries, Inc.	United States	MICROGUIDE	78/137,012	06/19/2002	2,824,081	03/16/2004	03/16/2024
Thomson Industries, Inc.	United States	MICROSTAGE	75/360,251	09/19/1997	2,279,900	09/21/1999	09/21/2029

Thomson Industries, Inc. United States MULTITRAC 74/104,861 10/11/1990 1,717,036 09/15/1992 09/15/2022

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Thomson Industries, Inc.	United States	MULTITRAC BALL BUSHING	74/104,860	10/11/1990	1,740,447	12/15/1992	12/15/2022
Thomson Industries, Inc.	United States	PERFORMANCE PAK	73/825,795	09/18/1989	1,590,572	04/10/1990	04/10/2030
Thomson Industries, Inc.	United States	PPA	73/825,810	09/18/1989	1,591,717	04/17/1990	04/17/2030
Thomson Industries, Inc.	United States	QUICKSLIDE	74/131,674	01/22/1991	1,722,910	10/06/1992	10/06/2022
Thomson Industries, Inc.	United States	RAPIDTRAK	78/537,517	12/23/2004	3,050,141	01/24/2006	01/24/2026
Thomson Industries, Inc.	United States	ROUNDWAY	72/131,528	11/07/1961	737,512	09/11/1962	09/11/2022

Thomson Industries, Inc. United States SMART RAIL 74/718,733 08/22/1995 2,184,381 08/25/1998 08/25/2028

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Thomson Industries, Inc.	United States	SUPER BALL BUSHING	73/802,967	05/26/1989	1,576,046	01/09/1990	01/09/2030
Thomson Industries, Inc.	United States	SUPER PLUS BALL BUSHING	74/118,761	11/28/1990	1,804,986	11/16/1993	11/16/2023
Thomson Industries, Inc.	United States	SUPER SMART	85/088,633	07/20/2010	4,313,434	04/02/2013	04/02/2023
Thomson Industries, Inc.	United States	SUPER SMART BALL BUSHING	74/414,318	07/19/1993	1,867,461	12/13/1994	12/13/2024
Thomson Industries, Inc.	United States	SUPERSLIDE	73/816,698	08/03/1989	1,590,556	04/10/1990	04/10/2030
Thomson Industries, Inc.	United States	TI & Design	72/219,163	05/06/1965	817,732	11/01/1966	11/01/2026

Thomson Industries, Inc. United States TI & Design 90/525,347 02/11/2021

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Thomson Industries, Inc.	United States	T THOMSON	78/500,654	10/15/2004	3,134,977	08/29/2006	08/29/2026
Thomson Industries, Inc.	United States	T THOMSON FIRST IN LINEAR MOTION TECHNOLOGY & Design	74/096,551	09/13/1990	1,811,339	12/14/1993	12/14/2023
Thomson Industries, Inc.	United States	T THOMSON INDUSTRIES, INC. & Design	74/096,028	09/11/1990	1,787,261	08/10/1993	08/10/2023
Thomson Industries, Inc.	United States	T THOMSON PRECISION BALL COMPANY, LLC & Design	74/423,426	08/10/1993	1,877,400	02/07/1995	02/07/2025
Thomson Industries, Inc.	United States	THOMSON	72/187,815	03/02/1964	789,637	05/18/1965	05/18/2025
Thomson Industries, Inc.	United States	XR	73/349,613	02/10/1982	1,229,306	03/08/1983	03/08/2023
Ameridrives International, LLC	United States	AMERICARDAN	75/621,192	01/15/1999	2,488,262	09/11/2001	09/11/2031

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Ameridrives International, LLC	United States	AMERIDISC	86/714,069	08/04/2015	4,950,024	05/03/2016	05/03/2026
Ameridrives International, LLC	United States	AMERIDRIVES	75/204,229	11/25/1996	2,168,489	06/23/1998	06/23/2028
Ameridrives International, LLC	United States	AMERIDRIVES	85/239,878	02/11/2011	4,022,613	09/06/2011	09/06/2031
Ameridrives International, LLC	United States	AMERIFLEX	72/444,883	01/02/1973	1,000,720	12/31/1974	12/31/2024
Ameridrives International, LLC	United States	AMERIGEAR	78/373,119	02/24/2004	2,951,600	05/17/2005	05/17/2025
Ameridrives International, LLC	United States	THE AMERIGEAR FULLY CROWNED TOOTH	78/373,135	02/24/2004	2,980,971	08/02/2005	08/02/2025
Ameridrives International, LLC	United States	AMERILOC	85/105,761	08/12/2010	3,995,157	07/12/2011	07/12/2021

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Ameridrives International, LLC	United States	FORM-FLEX	75/273,175	04/11/1997	2,152,362	04/21/1998	04/21/2028
Ameridrives International, LLC	United States	TORSI-LOCK	85/105,775	08/12/2010	4,061,095	11/22/2011	11/22/2031
Ameridrives International, LLC	United States	TRI-WASHER	88/337,546	03/13/2019	6,175,975	10/13/2020	10/13/2030
Formsprag LLC	United States	BC MA	77/649,950	01/15/2009	3,850,875	09/21/2010	09/21/2030
Formsprag LLC	United States	CEBMAG	73/513,313	12/13/1984	1,352,456	08/06/1985	08/06/2025
Formsprag LLC	United States	CECON	78/300,412	09/15/2003	2,871,858	08/10/2004	08/10/2024
Formsprag LLC	United States	MARLAND	76/118,280	08/28/2000	2,667,819	12/31/2002	12/31/2022

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Kilian Manufacturing Corporation	United States	KILIAN	73/277,508	09/11/1980	1,216,354	11/16/1982	11/16/2022

Intellectual Property

United States Copyrights and Copyright Applications

None.

Schedule IV to the Guarantee and

Collateral Agreement

COMMERCIAL TORT CLAIMS

None.

Exhibit A to the Guarantee and

Collateral Agreement FORM OF SUPPLEMENT TO GUARANTEE AND COLLATERAL AGREEMENT

This SUPPLEMENT NO. [●] (this “Supplement”), dated as of [●], 20[●], to the Guarantee and Collateral Agreement, dated as of November 17, 2021 (the “Guarantee and Collateral Agreement”), by and among ALTRA INDUSTRIAL MOTION CORP., a Delaware corporation (the “Company”), the Guarantors from time to time party thereto and BANK OF MONTREAL (“BMO”), as collateral agent for the Secured Parties (as defined in the Credit Agreement (as defined below)), is entered into by and between the New Subsidiary (as defined below) and the Collateral Agent.

(a)Reference is made to the Credit Agreement dated as of November 17, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “CreditAgreement”), among the Company, the Designated Borrowers from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and BMO, as administrative agent for the Lenders and as Collateral Agent.

(b)Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guarantee and Collateral Agreement and if not defined therein, such capitalized terms shall have the meanings assigned to such terms in the Credit Agreement.

(c)The Grantors have entered into the Guarantee and Collateral Agreement in order to induce the Lenders to make Loans and the Issuing Banks to issue Letters of Credit. Section 8.16 of the Guarantee and Collateral Agreement provides that additional Restricted Subsidiaries may become Guarantors and Grantors under the Guarantee and Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor and a Grantor under the Guarantee and Collateral Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

Accordingly, the Collateral Agent and the New Subsidiary agree as follows:

SECTION 1. In accordance with Section 8.16 of the Guarantee and Collateral Agreement, the New Subsidiary by its signature below becomes a Grantor and Guarantor under the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Grantor and Guarantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Guarantee and Collateral Agreement applicable to it as a Grantor and Guarantor thereunder and

(b)represents and warrants that the representations and warranties made by it as a Grantor and Guarantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations, does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in and to the Collateral of the New Subsidiary and (c) without limiting clause (a) above, irrevocably authorizes the Collateral Agent (or its designee) at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets, whether now owned or hereafter acquired” of the New Subsidiary or words of similar effect or of a lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including

(A)whether the New Subsidiary is an organization, the type of organization and any organizational identification number issued to the New Subsidiary and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and the

New Subsidiary agrees to provide such information required for any such filing to the Collateral Agent promptly upon request. Each reference to a “Grantor” or a “Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include the New Subsidiary. The Guarantee and Collateral Agreement is hereby incorporated herein by reference.

SECTION 2. The New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, capital impairment, recognition of judgments or other similar laws or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law).

SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Subsidiary and the Collateral Agent. Delivery of an executed signature page to this Supplement by fax, “.pdf”, or other similar electronic format shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. The New Subsidiary hereby represents and warrants that, as of the date hereof, (a) set forth on Schedule I attached hereto is a true and correct schedule of (i) any and all Pledged Stock owned by the New Subsidiary and the percentage of the issued and outstanding shares or units of each class of the Equity Interests of the issuer thereof represented by such Pledged Stock and (ii) any and all Pledged Debt Securities now owned by the New Subsidiary, (b) set forth on Schedule II attached hereto is a true and complete list of all (i) Patents that have been granted by the United States Patent and Trademark Office and Patents for which United States applications are published and pending, (ii) Copyrights that have been registered with the United States Copyright Office and Copyrights for which United States registration applications are pending, (iii) Trademarks that have been registered with the United States Patent and Trademark Office and Trademarks for which United States registration applications are pending and

(iv)exclusive Copyright Licenses under which the New Subsidiary is a licensee and that, in the case of clauses (i), (ii) and (iii) are owned by the New Subsidiary, in each case truly and completely specifying the name of the registered owner, title, type of mark, registration or application number, a brief description thereof and, if applicable, the licensee and licensor and date of license agreement, (c) set forth on Schedule III attached hereto is a true and complete list of all Commercial Tort Claims in respect of which a complaint or a counterclaim has been filed by the New Subsidiary, seeking damages in an amount reasonably estimated to exceed $10,000,000, including a summary description of such claim and (d) set forth on Annex A hereto, is the true and correct legal name of the New Subsidiary and its jurisdiction of organization or formation.

SECTION 5. Except as expressly supplemented hereby, the Guarantee and Collateral Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee and Collateral Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).

2

The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8. All communications and notices hereunder shall (except as otherwise expressly permitted by the Guarantee and Collateral Agreement) be in writing and given as provided in Section 9.02 of the Credit Agreement. All communications and notices hereunder to the New Subsidiary shall be given to it in care of the Company as provided in Section 9.02 of the Credit Agreement.

SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent for its out- of-pocket expenses in connection with this Supplement, including the fees, other charges and disbursements of counsel for the Collateral Agent, to the extent provided for in Section 9.04 of the Credit Agreement as if each reference therein to “Company” or “Borrower” were a reference to “New Subsidiary”.

[Remainder of page intentionally left blank]

3

IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this Supplement to the Guarantee and Collateral Agreement as of the day and year first above written.

[NAME OF NEW SUBSIDIARY],

By:

Name:

Title:

BANK OF MONTREAL, as

Collateral Agent,

By:

Name:

Title:

Annex A to Supplement [●] to the

Guarantee and Collateral Agreement NEW SUBSIDIARY CORPORATE INFORMATION

Legal Name Address Jurisdiction of Formation

Schedule I to Supplement No. [●] to the

Guarantee and Collateral Agreement

Collateral of the New Subsidiary

EQUITY INTERESTS

Grantor Registered Owner Issuer Jurisdiction of Organization of Issuer Number and Class of Equity Interest Number of Certificate Percentage of Equity Interests Outstanding

PLEDGED DEBT SECURITIES

Issuer Principal Amount Date of Note Maturity Date

Schedule II to Supplement No. [●] to the

Guarantee and Collateral Agreement

INTELLECTUAL PROPERTY

[To be attached.]

Schedule III to Supplement No. [●] to the

Guarantee and Collateral Agreement

COMMERCIAL TORT CLAIMS

[●]

Exhibit B to the Guarantee and

Collateral Agreement

FORM OF PERFECTION CERTIFICATE

[●], 20[●]

Reference is made to the Credit Agreement dated as of November 17, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein have the meanings ascribed thereto in the Credit Agreement or the Guarantee and Collateral Agreement referred to therein, as applicable), among Altra Industrial Motion Corp. (the “US Company”), Altra Industrial Motion UK Holding Limited (the “UK Company”), Altra Industrial Motion Switzerland Sarl. (the “Swiss Company”, and together with the US Company and the UK Company, collectively, the “Companies”) certain other Subsidiaries of the US Company from time to time party thereto pursuant to Section 2.25 of the Credit Agreement (each, a “Designated Borrower” and, together with the Companies, the “Borrowers” and each, a “Borrower”), the lenders from time to time party thereto and Bank of Montreal, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent for the Secured Parties (together in its capacity as Administrative Agent and Collateral Agent, the “Agent”).

The undersigned, a Responsible Officer of the Company, hereby certifies to the Agent as follows:

•Names. (a) Set forth on Schedule 1(A), with respect to each Grantor, is (i) the exact legal name of each Grantor, as such name appears in its respective certificate of formation or organization, (ii) each other legal name each Grantor has had in the past five years, together with the date of the relevant change and (iii) each other name (including trade names or similar appellations) used by each Grantor or any of its divisions or other business units in connection with the conduct of its business or the ownership of its properties at any time during the past five years.

(b) Except as set forth on Schedule 1(B), no Grantor has changed its legal identity or corporate structure in any way within the past five years. Changes in legal identity or corporate structure would include mergers, consolidations and acquisitions (including acquisitions of all or substantially all of the assets of another Person), as well as any change in the form, nature or jurisdiction of organization. With respect to any such change that has occurred within the past five years, set forth on Schedule 1(b) is the information required by clauses (i) and (ii) of Section 1(a) above as to each acquiree or constituent party to such merger, consolidation or acquisition (each, a “Predecessor Entity”).

•Current Locations. (a) Set forth on Schedule 2(A) opposite the name of each Company and each other Grantor (and, in the case of clauses (i) and (ii) of this Section 2(a), each Predecessor Entity as of immediately prior to the relevant change in legal identity or corporate structure) is (i) the jurisdiction of formation or organization of such Person, (ii) the chief executive office of such Person and (iii) each location where such Grantor maintains any books or records relating to any Account.

(b) Set forth on Schedule 2(B) opposite the name of each Company and each other Grantor are all the material places of business of such each Company and each other Grantor, as applicable, not identified in Schedule 2(A).

3UCC Filings. Attached hereto as Schedule 3 is a schedule setting forth, with respect to each Grantor, the UCC filing office or county recorder’s office in which a UCC filing is required to be made to perfect the Collateral Agent’s security interest in the Collateral.

4Stock Ownership and other Equity Interests. Attached hereto as Schedule 4 is a true and correct list, for each Grantor, of all the issued and outstanding stock, partnership interests, limited liability company membership interests or other Equity Interests owned by such Grantor, in each case specifying the issuer and certificate number of, and the number and percentage of ownership represented by, such Equity Interests.

5Debt Instruments. Attached hereto as Schedule 5 is a true and correct list, for each Grantor, of all promissory notes and other evidence of Indebtedness evidencing (a) Indebtedness of the Company and each Subsidiary owing to such Grantor and (b) Indebtedness of any other Person owing to such Grantor in a principal amount of at least $10,000,000, in each case specifying the debtor thereunder and the type and outstanding principal amount thereof.

6Mortgage Filings. Attached hereto as Schedule 6 is a schedule setting forth, with respect to each Mortgaged Property, (a) the exact name of the Person that owns such property as such name appears in its certificate of incorporation or other organizational document, (b) if different from the name identified pursuant to clause (a), the exact name of the current record owner of such property reflected in the records of the filing office for such property identified pursuant to clause (c) below and (c) the filing office in which a Mortgage with respect to such property must be filed or recorded in order for the Agent to obtain a perfected security interest therein.

7Intellectual Property. Attached hereto as Schedule 7(A), in proper form for filing with the United States Patent and Trademark Office, is a schedule setting forth, with respect to each Grantor, each United States issued Patent and each United States published Patent application owned by such Grantor, and the name of the registered owner, title, and registration or application number thereof.

Attached hereto as Schedule 7(B), in proper form for filing with the United States Patent and Trademark Office, is a schedule setting forth, with respect to each Grantor, each United States registered Trademark and each United States Trademark application owned by such Grantor, and the name of the registered owner and the registration or application number thereof.

Attached hereto as Schedule 7(C), in proper form for filing with the United States Copyright Office, is a schedule setting forth, with respect to each Grantor, (i) each United States registered Copyright owned by such Grantor, and the name of the registered owner, the title and the registration number thereof and (ii) each exclusive Copyright License granted to such Grantor (with such Grantor as a licensee).

8Commercial Tort Claims. Attached hereto as Schedule 8 is a true and correct list of commercial tort claims in excess of $10,000,000 held by any Grantor, including a brief description thereof.

9Letter-of-Credit Rights. Attached hereto as Schedule 9 is a true and correct list of all letters of credit issued in favor of any Grantor with a face amount of at least $10,000,000,

2

including the name and address of the issuer (and if applicable, the confirmer) with respect to such letter of credit.

•Chattel Paper. Attached hereto as Schedule 10 is a true and complete list, for each Grantor, of all chattel paper (whether tangible and electronic) owned by such Grantor, specifying the Grantor and obligor thereunder, the type, the due date and outstanding principal amount thereof.

[Signature page follows]

3

IN WITNESS WHEREOF, the undersigned has duly executed this certificate as of the date first set forth above.

ALTRA INDUSTRIAL MOTION CORP.

by

Name:[●]

Title: [●]

ALTRA INDUSTRIAL MOTION UK HOLDING LIMITED

by

Name:[●]

Title: [●]

ALTRA INDUSTRIAL MOTION SWITZERLAND GMBH

by

Name:[●]

Title: [●]

[Signature Page to Perfection Certificate]

Schedule 1(A)

Legal and Other Names

Exact Legal Name Former Legal Names (including date of change) Other Names

Schedule 1(B)

Changes in Legal Identity or Corporate Structure

Grantor Description of Change Legal Name of Constituent/Acquiree Former Legal Name of Constituent/Acquiree (including date of change)

Schedule 2(A)

Locations

Grantor / PredecessorEntity Jurisdiction ofOrganization Chief Executive Office Location of Books andRecords

Schedule 2(B)

Other Material Places of Business

Grantor Location

Schedule 3

UCC-1 Filings

Grantor Jurisdiction UCC Filing Office /Local Filing Office

Schedule 4

Equity Interests

Grantor Issuer Jurisdiction ofOrganization ofIssuer Number; Class ofShares/Interests Certificated?(If yes,certificate number(s)?) Percentage ofOwnershipInterest

Schedule 5

Debt Instruments

Grantor (Creditor)	Issuer (Debtor)	Type of Instrument	Outstanding PrincipalAmount
[]	[]	[]	[]

Schedule 6

Mortgage Filings

Address of MortgagedProperty Owner (Grantor) Current RecordOwner(s) (if differentthan Grantor according to filing office) Filing Office

Schedule 7(A)

Intellectual Property

United States Patents and Patent Applications

Registered Owner Title of Patent Registration/ApplicationNumber Expiration Date

Schedule 7(B)

Intellectual Property

United States Trademarks and Trademark Applications

Registered Owner Mark Application/RegistrationNumber Expiration Date

Schedule 7(C)

Intellectual Property

United States Copyrights and Copyright Applications

Registered Owner(Grantor) Title Registration/ApplicationNumber Expiration Date

United States Exclusive Copyright Licenses

Licensee (Grantor) Licensor Title RegistrationNumber Expiration Date

Schedule 8

Commercial Tort Claims

[].

Schedule 9

Letter-of-Credit Rights

Grantor Date of Letter ofCredit Issuer (Name andAddress) Confirmer (Nameand Address) Value

Schedule 10

Chattel Paper

[]

Exhibit C to the Guarantee and

Collateral Agreement

FORM OF PATENT SECURITY AGREEMENT

This PATENT SECURITY AGREEMENT, dated as of [●], 20[●] (this “Agreement”), is entered into by and between [●], a [●] [●] (the “Grantor”), and BANK OF MONTREAL (“BMO”), as collateral agent for the Secured Parties (as defined in the Credit Agreement (as defined below)) (in such capacity, the “Collateral Agent”).

Reference is made to (a) the Guarantee and Collateral Agreement, dated as of November 17, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), among Altra Industrial Motion Corp., a Delaware corporation (the “Company”), the Guarantors from time to time party thereto and the Collateral Agent and (b) the Credit Agreement dated as of November 17, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto and BMO, as administrative agent and as collateral agent. The Lenders have agreed to extend credit to the Company and the Designated Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. The Grantor will derive substantial benefits from the extension of credit pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement or the Guarantee and Collateral Agreement, as applicable. The rules of construction specified in Section 1.04 of the Credit Agreement also apply to this Agreement, mutatis mutandis.

SECTION 2. Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Obligations, the Grantor hereby assigns, pledges and grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of its right, title and interest in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by the Grantor or in which the Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Patent Collateral”):

•all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office (or any successor or any similar offices in any other country), including those listed on Schedule I attached hereto;

•all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein;

•income, fees, royalties, damages, claims and payments now and hereafter due and/or payable with respect to any of the foregoing; and

•rights to sue for past, present and future infringement, misappropriation or other violations of any of the foregoing.

SECTION 3. Security Agreement. The security interests granted to the Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Collateral Agent pursuant to the Guarantee and Collateral Agreement. The Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Patent Collateral are more fully set forth in the Guarantee and Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Guarantee and Collateral Agreement, the terms of the Guarantee and Collateral Agreement shall govern.

SECTION 4. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract.

SECTION 5. Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York.

[Remainder of page intentionally left blank]

2

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

[●], as Grantor

By:

Name:

Title:

3

BANK OF MONTREAL, as Collateral Agent,

By:

Name:

Title:

4

Schedule I to Exhibit C to the

Guarantee and Collateral Agreement

SCHEDULE I

Patents [●]

Exhibit D to the Guarantee and

Collateral Agreement FORM OF TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT, dated as of [●], 20 [●] (this “Agreement”), is entered into by and between [●], a [●] [●] (the “Grantor”), and BANK OF MONTREAL (“BMO”), as collateral agent for the Secured Parties (as defined in the Credit Agreement (as defined below)) (in such capacity, the “Collateral Agent”).

Reference is made to (a) the Guarantee and Collateral Agreement, dated as of November 17, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), among Altra Industrial Motion Corp., a Delaware corporation (the “Company”), the Guarantors from time to time party thereto and the Collateral Agent and (b) the Credit Agreement dated as of November 17, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto and BMO, as administrative agent and as collateral agent. The Lenders have agreed to extend credit to the Company and the Designated Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. The Grantor will derive substantial benefits from the extension of credit pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement or the Guarantee and Collateral Agreement, as applicable. The rules of construction specified in Section 1.04 of the Credit Agreement also apply to this Agreement, mutatis mutandis.

SECTION 2. Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Obligations, the Grantor hereby assigns, pledges and grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of its right, title and interest in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by the Grantor or in which the Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Trademark Collateral”):

(eee)all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, domain names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office (or any successor office) or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule I attached hereto (the “Trademarks”);

(fff)all goodwill associated with or symbolized by the Trademarks;

(ggg)all other assets, rights and interests that uniquely reflect or embody such goodwill;

(iv)income, fees, royalties, damages, claims and payments now and hereafter due and/or payable with respect to any of the foregoing; and

(v)rights to sue for past, present and future infringement, misappropriation or other violations of any of the foregoing;

but excluding any intent-to-use trademark or service mark application prior to the filing of, and acceptance of, a “Statement of Use” or “Amendment to Allege Use” with the United States Patent and Trademark Office with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law.

SECTION 3. Security Agreement. The security interests granted to the Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Collateral Agent pursuant to the Guarantee and Collateral Agreement. The Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Trademark Collateral are more fully set forth in the Guarantee and Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Guarantee and Collateral Agreement, the terms of the Guarantee and Collateral Agreement shall govern.

SECTION 4. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract.

SECTION 5. Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York.

[Remainder of page intentionally left blank]

2

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

[●], as Grantor

By:

Name:

Title:

3

BANK OF MONTREAL, as Collateral Agent,

By:

Name:

Title:

4

Schedule I to Exhibit D to the

Guarantee and Collateral Agreement

SCHEDULE I

Trademarks [●]

5

Exhibit E to the Guarantee and

Collateral Agreement

FORM OF COPYRIGHT SECURITY AGREEMENT

This COPYRIGHT SECURITY AGREEMENT, dated as of [●], 20[●] (this “Agreement”), is entered into by and between [●], a [●] [●] (the “Grantor”), and BANK OF MONTREAL (“BMO”), as collateral agent for the Secured Parties (as defined in the Credit Agreement (as defined below)) (in such capacity, the “Collateral Agent”).

Reference is made to (a) the Guarantee and Collateral Agreement, dated as of November 17, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), among Altra Industrial Motion Corp., a Delaware corporation (the “Company”), the Guarantors from time to time party thereto and the Collateral Agent and (b) the Credit Agreement dated as of November 17, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto and BMO, as administrative agent and as collateral agent. The Lenders have agreed to extend credit to the Company and the Designated Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. The Grantor will derive substantial benefits from the extension of credit pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement or the Guarantee and Collateral Agreement, as applicable. The rules of construction specified in Section 1.04 of the Credit Agreement also apply to this Agreement, mutatis mutandis.

SECTION 2. Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Obligations, the Grantor hereby assigns, pledges and grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of its right, title and interest in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by the Grantor or in which the Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Copyright Collateral”):

(hhh)all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, including all derivative works, moral rights, renewals, extensions, reversions or restorations associated with such copyrights, now or hereafter provided by law, regardless of the medium of fixation or means of expression;

(iii)all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (or any successor office or any similar office in any other country), including those listed on Schedule I attached hereto;

(jjj)all exclusive Copyright Licenses under which any Grantor is a licensee;

(kkk)income, fees, royalties, damages, claims and payments now and hereafter due and/or payable with respect to any of the foregoing; and

(v)rights to sue for past, present and future infringement, misappropriation or other violations of any of the foregoing.

SECTION 3. Security Agreement. The security interests granted to the Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Collateral Agent pursuant to the Guarantee and Collateral Agreement. The Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Copyright Collateral are more fully set forth in the Guarantee and Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Guarantee and Collateral Agreement, the terms of the Guarantee and Collateral Agreement shall govern.

SECTION 4. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract.

SECTION 5. Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York.

[Remainder of page intentionally left blank]

2

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

[●], as Grantor

By:

Name:

Title:

3

BANK OF MONTREAL, as Collateral Agent,

By:

Name:

Title:

4

Schedule I to Exhibit E to the

Guarantee and Collateral Agreement

SCHEDULE I

Copyrights [●] Exclusive Copyright Licenses [●]

EX-10.20

Exhibit 10.20

Execution Version

PATENT SECURITY AGREEMENT

This PATENT SECURITY AGREEMENT, dated as of November 17, 2021 (this “Agreement”), is entered into by each Grantor that is a signatory hereto, in favor of BANK OF MONTREAL (“BMO”), as collateral agent for the Secured Parties (as defined in the Credit Agreement (as defined below)) (in such capacity, the “Collateral Agent”).

Reference is made to (a) the Guarantee and Collateral Agreement, dated as of November 17, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), among Altra Industrial Motion Corp., a Delaware corporation (the “Company”), the Guarantors from time to time party thereto and the Collateral Agent and (b) the Credit Agreement dated as of November 17, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto and BMO, as administrative agent and as collateral agent. The Lenders have agreed to extend credit to the Company and the Designated Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each Grantor will derive substantial benefits from the extension of credit pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement or the Guarantee and Collateral Agreement, as applicable. The rules of construction specified in Section 1.04 of the Credit Agreement also apply to this Agreement, mutatis mutandis.

SECTION 2. Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns, pledges and grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of its right, title and interest in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Patent Collateral”):

(i)all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office (or any successor or any similar offices in any other country), including those listed on Schedule I attached hereto;

(ii)all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein;

(iii)income, fees, royalties, damages, claims and payments now and hereafter due and/or payable with respect to any of the foregoing; and

(iv)rights to sue for past, present and future infringement, misappropriation or other violations of any of the foregoing.

SECTION 3. Security Agreement. The security interests granted to the Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Collateral Agent pursuant to the Guarantee and Collateral Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Patent Collateral are more fully set forth in the Guarantee and Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Guarantee and Collateral Agreement, the terms of the Guarantee and Collateral Agreement shall govern.

SECTION 4. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract.

SECTION 5. Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York.

[Remainder of page intentionally left blank]

2

IN WITNESS WHEREOF, the pa11ies hereto have duly executed this Agreement as of the day and year first above written.

AMERICAN PRECISION INDUSTRIES, INC. INERTIA DYNAMICS, LLC

JACOBS VEHICLE SYSTEMS, INC.

KILIAN MANUFACTURINGCORPORATION KOLLMORGEN CORPORATION

TB WOOD'S INCORPORATED

THOMSON INDUSTRIES, INC. WARNER ELECTRIC LLC,

as Grantors

By: /s/ Todd Patriacca

Name: Todd Patriacca

Title: Treasurer

[Signature Page to Patent Security Agreement]

BANK OF MONTREAL,

as Collateral Agent

By: /s/ Matthew Gerber

/s/

Name: Matthew Gerber Title: Managing Director

[Signature Page to Patent Security Agreement]

United States Patents and Patent Applications

SCHEDULE I

Patents

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
American Precision Industries, Inc.	United States	Permanent Magnet Wrap Spring Clutch	12/434,815	05/04/2009	8,256,598	09/04/2012	12/20/2030
American Precision Industries, Inc.	United States	Contaminant Resistant Motors for Surgical Instruments	15/466,762	03/22/2017	10,389,202	08/20/2019	07/29/2037
Inertia Dynamics, LLC	United States	Wrap Spring Clutch Coupling With Quick Release Feature	12/868,007	08/25/2010	8,439,177	05/14/2013	08/23/2031
Inertia Dynamics, LLC	United States	Wrap Spring Clutch Coupling With Forced Spring Clearance Disengagement	12/968,972	12/15/2010	8,695,773	04/15/2014	05/02/2032
Inertia Dynamics, LLC	United States	Cable Wrap Clutch With Torque Limiter Shutoff and Operator Control Re-Engagement	15/159,044	05/19/2016	10,066,680	09/04/2018	12/07/2036

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Method and System for Engine Braking in an Internal Combustion Engine Using a Stroke Limited High Pressure Engine Brake	10/101,629	03/21/2002	6,866,017	03/15/2005	06/08/2022
Jacobs Vehicle Systems, Inc.	United States	Lost Motion System and Method for Fixed-Time Valve Actuation	10/246,670	09/19/2002	6,694,933	02/24/2004	09/19/2022
Jacobs Vehicle Systems, Inc.	United States	Integrated Primary and Auxiliary Valve Actuation System	10/342,178	01/15/2003	6,854,433	02/15/2005	01/21/2023
Jacobs Vehicle Systems, Inc.	United States	Compact Lost Motion System for Variable Valve Actuation	10/408,254	04/08/2003	6,883,492	04/26/2005	04/24/2023
Jacobs Vehicle Systems, Inc.	United States	Compact Lost Motion System for Variable Valve Actuation	11/102,804	04/11/2005	7,152,576	12/26/2006	06/19/2023

Jacobs Vehicle Systems, Inc. United States System and Method for Internal Exhaust Gas Recirculation 10/660,508 09/12/2003 6,827,067 12/07/2004 09/12/2023

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	System and Method for Modifying Engine Valve Lift	10/816,828	04/05/2004	6,920,868	07/26/2005	09/12/2023
Jacobs Vehicle Systems, Inc.	United States	Multiple Slave Piston Valve Actuation System	10/733,516	12/12/2003	7,559,300	07/14/2009	05/25/2026
Jacobs Vehicle Systems, Inc.	United States	System and Method of Retaining Hydraulic Fluid in a Hydraulic Valve Actuation System	10/737,932	12/18/2003	7,059,283	06/13/2006	12/18/2023
Jacobs Vehicle Systems, Inc.	United States	Engine Braking Method and Apparatus	10/739,098	12/19/2003	7,162,996	01/16/2007	06/02/2024
Jacobs Vehicle Systems, Inc.	United States	Valve Actuation System With Valve Seating Control	10/826,404	04/19/2004	7,156,062	01/02/2007	04/19/2024
Jacobs Vehicle Systems, Inc.	United States	System and Method for Valve Actuation	11/012,324	12/16/2004	7,069,888	07/04/2006	12/16/2024

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Apparatus and Method for Controlling Exhaust Pressure	11/030,895	01/10/2005	7,350,502	04/01/2008	01/10/2025
Jacobs Vehicle Systems, Inc.	United States	System and Method for Multi-Lift Valve Actuation	11/059,378	02/17/2005	7,066,159	06/27/2006	02/17/2025
Jacobs Vehicle Systems, Inc.	United States	Valve Bridge With Integrated Lost Motion System	11/079,249	03/15/2005	7,905,208	03/15/2011	02/16/2026
Jacobs Vehicle Systems, Inc.	United States	Valve Bridge With Integrated Lost Motion System	13/004,695	01/11/2011	8,578,901	11/12/2013	04/01/2025
Jacobs Vehicle Systems, Inc.	United States	Primary and Offset Actuator Rocker Arms for Engine Valve Actuation	11/123,063	05/06/2005	7,392,772	07/01/2008	05/06/2025
Jacobs Vehicle Systems, Inc.	United States	Method of Modifying Exhaust Valve Timing to Improve Engine Performance	11/159,275	06/23/2005	7,237,540	07/03/2007	12/22/2023

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Combined Exhaust Restriction and Variable Valve Actuation	11/202,201	08/12/2005	7,954,465	06/07/2011	03/17/2028
Jacobs Vehicle Systems, Inc.	United States	System and Method for Hydraulic Valve Actuation	11/290,518	12/01/2005	7,555,998	07/07/2009	12/01/2025
Jacobs Vehicle Systems, Inc.	United States	Valve Actuation System With Valve Seating Control	11/401,260	04/11/2006	8,453,613	06/04/2013	02/04/2031
Jacobs Vehicle Systems, Inc.	United States	Self-Adjusting Valve Catch With Valve Seating Control	12/233,312	09/18/2008	8,079,338	12/20/2011	11/29/2027
Jacobs Vehicle Systems, Inc.	United States	Method of Operating an Engine Brake	11/429,225	05/08/2006	7,284,533	10/23/2007	05/08/2026
Jacobs Vehicle Systems, Inc.	United States	Finger Follower Lost Motion Valve Actuation System With Locating Link	11/524,292	09/21/2006	7,600,497	10/13/2009	11/14/2027

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Valve Actuation System and Method of Driving Two Slave Pistons With One Master Piston	11/637,047	12/12/2006	7,665,432	02/23/2010	03/09/2027
Jacobs Vehicle Systems, Inc.	United States	Engine Brake Apparatus	11/976,793	10/29/2007	7,793,624	09/14/2010	02/14/2028
Jacobs Vehicle Systems, Inc.	United States	Method for Variable Valve Actuation to Provide Positive Power and Engine Braking	12/073,020	02/28/2008	7,565,896	07/28/2009	02/28/2028
Jacobs Vehicle Systems, Inc.	United States	Engine Brake Having an Articulated Rocker Arm and a Rocker Shaft Mounted Housing	12/076,173	03/14/2008	7,823,553	11/02/2010	04/27/2029
Jacobs Vehicle Systems, Inc.	United States	Individua Rocker Shaft and Pedestal Mounted Engine Brake	12/754,346	04/05/2010	8,528,508	09/10/2013	04/27/2029

Jacobs Vehicle Systems, Inc. United States Rocker Shaft Pedestal Incorporating an Engine Valve 13/080,497 04/05/2011 8,726,863 05/20/2014 11/24/2028

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
		Actuation System or Engine Brake
Jacobs Vehicle Systems, Inc.	United States	Variable Valve Actuation System	12/155,243	05/30/2008	8,087,392	01/03/2012	05/01/2030
Jacobs Vehicle Systems, Inc.	United States	Engine braking apparatus with mechanical linkage and lash adjustment	12/217,813	07/09/2008	7,789,065	09/07/2010	12/30/2028
Jacobs Vehicle Systems, Inc.	United States	Engine braking apparatus with mechanical linkage and lash adjustment	12/854,716	08/11/2010	7,909,017	03/22/2011	07/09/2028
Jacobs Vehicle Systems, Inc.	United States	Dedicated Rocker Arm Engine Brake	13/257,240	04/27/2009	8,851,048	10/07/2014	12/13/2030

Jacobs Vehicle Systems, Inc. United States Lost Motion Variable Valve Actuation System for Engine Braking and Early Exhaust Opening 12/436,573 05/06/2009 7,712,449 05/11/2010 05/06/2029

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Exhaust Brake	12/483,854	06/12/2009	7,735,466	06/15/2010	06/12/2029
Jacobs Vehicle Systems, Inc.	United States	Bias System for Dedicated Engine Braking Rocker Arm in a Lost Motion System	12/533,702	07/31/2009	7,971,569	07/05/2011	12/30/2029
Jacobs Vehicle Systems, Inc.	United States	Bias System for Dedicated Engine Braking Rocker Arm in a Lost Motion System	13/160,112	06/14/2011	8,151,763	04/10/2012	07/31/2029
Jacobs Vehicle Systems, Inc.	United States	Lost Motion Variable Valve Actuation System With Valve Catch Piston	12/852,115	08/06/2010	8,516,984	08/27/2013	03/10/2031
Jacobs Vehicle Systems, Inc.	United States	Combined Engine Braking and Positive Power Engine Lost Motion Valve Actuation System	13/192,330	07/27/2011	8,936,006	01/20/2015	01/17/2033

Jacobs Vehicle Systems, Inc. United States Combined Engine Braking and Positive Power Engine Lost Motion Valve Actuation System 14/274,899 05/12/2014 10,851,717 12/01/2020 12/22/2031

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Combined Engine Braking and Positive Power Engine Lost Motion Valve Actuation System	16/689,937	11/20/2019
Jacobs Vehicle Systems, Inc.	United States	Primary and Auxiliary Rocker Arm Assembly for Engine Valve Actuation	13/481,026	05/25/2012	8,627,791	01/14/2014	05/25/2032
Jacobs Vehicle Systems, Inc.	United States	Method and System for Engine Cylinder Decompression	13/624,478	09/21/2012	8,863,726	10/21/2014	09/21/2032
Jacobs Vehicle Systems, Inc.	United States	Engine System and Operation Method Using Engine Braking Mechanisms for Early Exhaust Valve Opening	14/008,811	02/25/2013	9,234,467	01/12/2016	02/25/2033

Jacobs Vehicle Systems, Inc. United States Engine System and Operation Method Using Engine Braking Mechanisms for Early Exhaust Valve Opening 14/954,413 11/30/2015 9,845,713 12/19/2017 02/25/2033

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Systems and Methods for Hydraulic Lash Adjustment in an Internal Combustion Engine	13/946,860	07/19/2013	9,200,541	12/01/2015	07/19/2033
Jacobs Vehicle Systems, Inc.	United States	Integrated Lost Motion Rocker Brake With Automatic Reset	14/035,707	09/24/2013	9,016,249	04/28/2015	12/05/2033
Jacobs Vehicle Systems, Inc.	United States	Rocker Latch for Controlling Engine Valve Actuation	14/133,090	12/18/2013	9,410,455	08/09/2016	08/12/2034
Jacobs Vehicle Systems, Inc.	United States	Start of an Internal Combustion Engine With at Least One Engine Valve in an Open State During Cranking	15/184,904	06/16/2016	9,739,184	08/22/2017	12/18/2033
Jacobs Vehicle Systems, Inc.	United States	Apparatus and System Comprising Integrated Master- Slave Pistons for Actuating Engine Valves	14/188,867	02/25/2014	9,068,478	06/30/2015	02/25/2034

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Intra-Cylinder Auxiliary Actuation of Engine Valves Through Selective Discontinuation of Main Valve Events	14/190,540	02/26/2014	9,347,383	05/24/2016	09/03/2034
Jacobs Vehicle Systems, Inc.	United States	Controlling Motion of a Movable Part	14/227,122	03/27/2014	9,091,184	07/28/2015	03/27/2034
Jacobs Vehicle Systems, Inc.	United States	Lost Motion Valve Actuation Systems With Locking Elements Including Wedge Locking Elements	14/331,982	07/15/2014	9,790,824	10/17/2017	10/25/2031
Jacobs Vehicle Systems, Inc.	United States	Apparatus and System Comprising Collapsing and Extending Mechanisms for Actuating Engine Valves	14/561,908	12/05/2014	9,512,746	12/06/2016	03/16/2035

Jacobs Vehicle Systems, Inc. United States Linkage Between an Auxiliary Motion Source and a Main Motion Load Path in an Internal Combustion Engine 14/735,247 06/10/2015 10,626,763 04/21/2020 09/16/2037

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Linkage Between an Auxiliary Motion Source and a Main Motion Load Path in an Internal Combustion Engine	16/796,653	02/20/2020
Jacobs Vehicle Systems, Inc.	United States	System Comprising an Accumulator Upstream of a Lost Motion Component in a Valve Bridge	14/799,837	07/15/2015	9,702,276	07/11/2017	09/08/2035
Jacobs Vehicle Systems, Inc.	United States	Pushrod Assembly	14/800,092	07/15/2015	10,077,686	09/18/2018	09/16/2035
Jacobs Vehicle Systems, Inc.	United States	Stystem Comprising a Pumping Assembly Operatively Connected to a Valve Actuation Motion Source or Valve Train Compoent	14/846,098	09/04/2015	10,711,662	07/14/2020	09/04/2035

Jacobs Vehicle Systems, Inc. United States Lost Motion Assembly in a Valve Bridge for Use with a Valve Train Comprising a 14/858,644 09/18/2015 9,611,767 04/04/2017 10/01/2035

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
		Hydraulic Lash Adjuster
Jacobs Vehicle Systems, Inc.	United States	System and Method of Adjusting Actuating Timing of Valves in a Piston Engine	15/522,529	10/23/2015	10,329,969	06/25/2019	11/05/2035
Jacobs Vehicle Systems, Inc.	United States	Method and Apparatus for Combine Exhaust and Compression Release Engine Braking	15/253,708	08/31/2016	10,132,247	11/20/2018	10/14/2036
Jacobs Vehicle Systems, Inc.	United States	Method and Apparatus for Determining Exhaust Brake Failure	15/390,512	12/25/2016	10,513,989	10/24/2019	10/14/2036
Jacobs Vehicle Systems, Inc.	United States	Lost Motion Differential Valve Actuation	15/272,986	09/22/2016	10,184,363	01/22/2019	09/22/2036

Jacobs Vehicle Systems, Inc. United States System for Engine Valve Actuation Comprising Lash- Prevention Valve Actuation Motion 15/280,063 09/29/2016 10,526,936 01/07/2020 11/12/2036

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Removable Valve Bridges and Valve Actuation Systems Including the Same	15/692,773	08/31/2017	10,683,778	06/16/2020	08/31/2037
Jacobs Vehicle Systems, Inc.	United States	Systems and Methods for Counter Flow Management and Valve Motion Sequencing in Enhanced Engine Braking	16/054,701	08/03/2018
Jacobs Vehicle Systems, Inc.	United States	Systems and Methods for Counter Flow Management and Valve Motion Sequencing in Enhanced Engine Braking	16/054,721	08/03/2018	10,753,289	08/25/2020	10/29/2038
Jacobs Vehicle Systems, Inc.	United States	Variable Length Piston Assemblies for Engine Valve Actuation Systems Rocker Arm With Lost Motion Assembly	16/151,803	10/04/2018	10,774,693	09/15/2020	10/04/2038

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Lash Adjustment in Lost Motion Engine Systems	16/186,500	11/10/2018	10,590,810	03/17/2020	11/10/2038
Jacobs Vehicle Systems, Inc.	United States	Lash Adjuster Control in Engine Valve Actuation Systems	16/409,614	05/10/2019
Jacobs Vehicle Systems, Inc.	United States	Rocker Arm Control System	16/295,637	03/07/2019	10,634,019	04/28/2020	03/07/2039
Jacobs Vehicle Systems, Inc.	United States	Systems and Methods for IEGR Using Secondary Intake Valve Motion and Lost- Motion Reset	16/364,355	03/26/2019	11,149,599	10/19/2021	03/26/2039
Jacobs Vehicle Systems, Inc.	United States	Engine Valve Actuation Systems With Lost Motion Valve Train Components Including Collapsing Valve Bridges With Locking Pin	16/455,248	06/27/2019	10,851,682	12/01/2020	06/07/2039

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Systems and Methods for Combined Engine Braking and Lost Motion Exhaust Valve Opening	16/513,608	07/16/2019	11,156,135	10/26/2021	09/10/2039
Jacobs Vehicle Systems, Inc.	United States	Lost Motion Variable Valve Actuation Systems and Methods	16/566,832	09/10/2019
Jacobs Vehicle Systems, Inc.	United States	Response Time in Lost Motion Valve Trains	16/573,660	09/17/2019
Jacobs Vehicle Systems, Inc.	United States	Valve Bridge Systems Comprising Valve Bridge Guide	16/676,140	11/06/2019	10,883,392	01/05/2021	11/06/2039
Jacobs Vehicle Systems, Inc.	United States	Valve Bridge Systems Comprising Valve Bridge Guide	15/929,504	05/06/2020	11,053,819	07/06/2021	11/06/2039

Jacobs Vehicle Systems, Inc. United States Valve Bridge Comprising Concave Chambers 17/305,165 07/01/2021

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Finger Follower for Lobe Switching and Single Source Lost Motion	16/706,226	12/06/2019	11,060,426	07/13/2021	12/06/2039
Jacobs Vehicle Systems, Inc.	United States	Finger Follower for Lobe Switching and Single Source Lost Motion	15/929,899	05/28/2020
Jacobs Vehicle Systems, Inc.	United States	Valve Actuation System Comprising Finger Follower for Lobe Switching and Single Source Lost Motion	17/305,637	07/12/2021
Jacobs Vehicle Systems, Inc.	United States	Valve Actuation System Comprising Two Rocker Arms and a Collapsing Mechanism	16/706,701	12/07/2019
Jacobs Vehicle Systems, Inc.	United States	Valve Actuation System Comprising at Least Two Rocker Arms and a One-Way Coupling Mechanism	16/706,704	12/07/2019

Jacobs Vehicle Systems, Inc. United States Selective Resetting Lost Motion Engine Valve Train Components 16/743,183 01/15/2020

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Jacobs Vehicle Systems, Inc.	United States	Systems Having Deactivator Controller Operatively Connected to Deactivators for at Least Two Cylinders and Methods for Cylinder Deactivation	16/947,239	07/24/2020
Jacobs Vehicle Systems, Inc.	United States	Combined Positive Power and Cylinder Deactivation Operation With Secondary Valve Event	16/947,505	08/04/2020
Jacobs Vehicle Systems, Inc.	United States	Valve Actuation System Comprising in-Series Lost Motion Components for Use in Cylinder Deactivation and Auxillary Valve Actuations	17/247,481	12/12/2020

Jacobs Vehicle Systems, Inc. United States Engine Valve Actuation With Handoff Control Between 17/249,090 02/19/2021 11,131,222 09/28/2021 02/19/2041

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
		Cooperative Vale Actuation Motions
Jacobs Vehicle Systems, Inc.	United States	Single Actuator Valve Sequencing in Cylinder Deactivation and High-Power Density (HPD) Braking Engine Environments	17/301,414	04/01/2021
Jacobs Vehicle Systems, Inc.	United States	Valve Actuation and Sequencing for Cylinder Deactivation and High-Power Density (HPD) Braking	17/301,419	04/02/2021
Jacobs Vehicle Systems, Inc.	United States	Valve Actuation System Comprising Lost Motion and High Lift Transfer Components in a Main Motion Load Path	17/302,475	05/04/2021
Kollmorgen Corporation	United States	Design for Frameless Cartridge Motors	10/067,117	02/04/2002	6,577,036	06/10/2003	02/04/2022

Kollmorgen Corporation United States Reaction Force Transfer System 10/155,058 05/24/2002 6,844,635 01/18/2005 05/24/2022

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Kollmorgen Corporation	United States	Highly Efficient Permanent Magnet Brushless Motor	10/624,258	07/21/2003	7,105,973	09/12/2006	07/21/2023
Kollmorgen Corporation	United States	Current Sensor for DC Powered Three Phase Motor Control System	10/655,993	09/05/2003	6,998,800	02/14/2006	05/31/2024
Kollmorgen Corporation	United States	Method for Winding a Stator of Multi-Phase Motors	10/791,422	03/02/2004	7,135,799	11/14/2006	03/02/2024
Kollmorgen Corporation	United States	Method for Winding a Stator of Multi-Phase Motors	11/172,324	06/30/2005	7,152,301	12/26/2006	03/02/2024
Kollmorgen Corporation	United States	Dynamic Braking for Electric Motors	12/481,925	06/10/2009	8,154,228	04/10/2012	07/22/2030
Kollmorgen Corporation	United States	Auto-Tune of a Control System Based on Frequency Response	12/687,385	01/14/2010	8,214,063	07/03/2012	01/02/2031
Kollmorgen Corporation	United States	Environmentally Protected Housingless Generator/Motor	13/091,962	04/21/2011	9,035,503	05/19/2015	10/09/2032
Kollmorgen Corporation	United States	Separable Tooth Tip Armature Construction	13/157,516	06/10/2011	8,786,157	07/22/2014	01/26/2032

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Kollmorgen Corporation	United States	Safe Torque Off Over Network Wiring	13/214,507	08/22/2011	8,566,415	10/22/2013	11/01/2031
Kollmorgen Corporation	United States	Systems and Methods for Supporting Two Different Protocols on a Same Physical Connection	13/294,236	11/11/2011	9,634,863	04/25/2017	11/14/2033
Kollmorgen Corporation	United States	Large Diameter Rotary Motor Driven by Flux Switching	15/154,853	05/13/2016	10,772,578	09/15/2020	12/01/2036
Kollmorgen Corporation	United States	Self-Sanitizing Electrical Machine	15/248,312	08/26/2016	10,383,962	08/20/2019	08/26/2036
Kollmorgen Corporation	United States	Self-Sanitizing Electrical Machine	16/509,795	07/12/2019
Kollmorgen Corporation	United States	Hygienic Motor Cable Vent Connector Apparatus and Method	15/248,538	08/26/2016	10,873,154	12/22/2020	04/05/2038

Kollmorgen Corporation	United States	Hygienic Adapter for Electrical Motors	15/254,680	09/01/2016	10,230,283	03/12/2019	09/09/2037
Kollmorgen Corporation	United States	System and Method for Improved DC	15/274,517	09/23/2016	10,374,468	08/06/2019	08/01/2037

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
		Power Line Communication
Kollmorgen Corporation	United States	System and Method for Improved DC Power Line Communication	16/282,982	02/22/2019	10,770,929	09/08/2020	10/08/2036
Kollmorgen Corporation	United States	Segmented Brushless Stator Interconnect System	15/288,793	10/07/2016	10,468,930	11/05/2019	07/21/2037
Kollmorgen Corporation	United States	Method and Apparatus for Power-Saving, Fail- Safe Control of an Electromechanical Brake	15/411,759	01/20/2017	10,520,050	12/31/2019	01/20/2037
Kollmorgen Corporation	United States	Robot Arm Joint	15/819,174	11/21/2017	11,161,258	11/02/2021	03/30/2039
Kollmorgen Corporation	United States	Method and Apparatus for Limiting the Output Voltages of Switch Mode Power Supplies	16/247,478	01/14/2019	10,840,696	11/17/2020	03/30/2039
Kollmorgen Corporation	United States	System for Measuring Motor Temperature	16/824,370	03/19/2020

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Kollmorgen Corporation	United States	Method and Apparatus for the Safe Limitation of Motor Torque in a Three-Phase Drive	16/926,244	07/10/2020
Kollmorgen Corporation	United States	DC Current Regulator With Supercapacitor	17/037,044	09/29/2020
Kollmorgen Corporation	United States	Motor Drive Enclosure	29/331,633	01/29/2009	D619104	07/06/2010	07/06/2024
Kollmorgen Corporation	United States	Motor Drive Enclosure	29/331,637	01/29/2009	D608300	01/19/2010	01/19/2024
TB Wood's Incorporated	United States	Flexible Coupling Device	11/256,463	10/21/2005	7,390,265	06/24/2008	08/29/2026
Thomson Industries, Inc.	United States	Overload Prevention Device for Permanent Magnet DC Motors	11/461,170	07/31/2006	7,622,876	11/24/2009	03/30/2027
Thomson Industries, Inc	United States	Apparatus and Methods for Controlling Hydraulically- Powered Apparatus	12/909,318	10/21/2010	9,234,582	01/12/2016	09/08/2033
Thomson Industries, Inc.	United States	Linear Motion Bearing With Plate Retaining Structure	13/810,096	07/15/2011	8,702,309	04/22/2014	07/15/2031

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
		Having a Plurality of Pieces
Thomson Industries, Inc.	United States	Linear Motion Bearing With Interlock Structure	13/810,239	07/15/2011	8,979,373	03/17/2015	08/05/2031
Thomson Industries, Inc.	United States	Linear Bearing With Improved Outer Housing Sleeve	14/750,263	06/25/2015	9,512,877	12/06/2016	07/15/2031
Thomson Industries, Inc.	United States	Linear Bearing With Modular Bearing Segments	14/610,344	01/30/2015	9,689,426	06/27/2017	08/31/2031
Thomson Industries, Inc.	United States	Linear Bearing With Nested Bearing Tracks	13/810,264	07/15/2011	9,080,603	07/14/2015	07/15/2031
Thomson Industries, Inc.	United States	Linear Bearing With Nested Bearing Tracks	14/727,158	06/01/2015	9,599,154	03/21/2017	07/15/2031
Thomson Industries, Inc.	United States	Linear Motion Bearing System With Self-Aligning Rail	13/812,608	07/27/2011	9,217,466	12/22/2015	07/27/2031
Thomson Industries, Inc.	United States	Clam Shell Linear Motion Bearing Assembly	13/814,830	08/10/2011	8,998,490	04/07/2015	08/10/2031

Thomson Industries, Inc.	United States	Linear Actuator	13/823,254	09/23/2011	9,453,563	09/27/2016	09/23/2031
Thomson Industries, Inc.	United States	Hybrid Clam-Shell Linear Bearing	13/485,070	05/31/2012	9,212,695	12/15/2015	05/31/2032

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Thomson Industries, Inc.	United States	Taper Lock Apparatus	14/307,949	06/18/2014	9,482,324	11/01/2016	06/18/2034
Thomson Industries, Inc.	United States	Linear Drive Assembly	15/207,656	07/12/2016	9,874,249	01/23/2018	06/18/2034
Thomson Industries, Inc.	United States	Injection Molded Blank for Lead Screw, Rotor-Blank Assembly and Method for Producing Same	14/911,818	07/21/2014	9,735,646	08/15/2017	07/21/2034
Thomson Industries, Inc.	United States	Secondary Drive Coupling for Use With a Shaft	14/934,374	11/06/2015	10,274,063	04/30/2019	06/23/2036
Thomson Industries, Inc.	United States	Differential Lock Actuation and Control	15/913,075	03/06/2018	10,683,921	06/16/2020	09/25/2038
Thomson Industries, Inc.	United States	Rotary Actuator	29/633,760	01/16/2018	D844038	03/26/2019	03/26/2034
Warner Electric LLC	United States	Electromechanical Screw Drive Actuator	10/609,883	06/30/2003	6,927,513	08/09/2005	08/22/2023

Owner	Country	Title	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date
Kilian Manufacturing Corporation	United States	Bearing Assembly for a Steering Assembly	11/773,715	07/05/2007	7,637,667	12/29/2009	07/16/2028

EX-10.21

Exhibit 10.21

Execution Version

TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT, dated as of November 17, 2021 (this “Agreement”), is entered into by each Grantor that is a signatory hereto, in favor of BANK OF MONTREAL (“BMO”), as collateral agent for the Secured Parties (as defined in the Credit Agreement (as defined below)) (in such capacity, the “Collateral Agent”).

Reference is made to (a) the Guarantee and Collateral Agreement, dated as of November 17, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), among Altra Industrial Motion Corp., a Delaware corporation (the “Company”), the Guarantors from time to time party thereto and the Collateral Agent and (b) the Credit Agreement dated as of November 17, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto and BMO, as administrative agent and as collateral agent. The Lenders have agreed to extend credit to the Company and the Designated Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each Grantor will derive substantial benefits from the extension of credit pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement or the Guarantee and Collateral Agreement, as applicable. The rules of construction specified in Section 1.04 of the Credit Agreement also apply to this Agreement, mutatis mutandis.

SECTION 2. Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns, pledges and grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of its right, title and interest in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Trademark Collateral”):

(i)all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, domain names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office (or any successor office) or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule I attached hereto (the “Trademarks”);

(ii)all goodwill associated with or symbolized by the Trademarks;

(iii)all other assets, rights and interests that uniquely reflect or embody such goodwill;

(iv)income, fees, royalties, damages, claims and payments now and hereafter due and/or payable with respect to any of the foregoing; and

(v)rights to sue for past, present and future infringement, misappropriation or other violations of any of the foregoing;

but excluding any intent-to-use trademark or service mark application prior to the filing of, and acceptance of, a “Statement of Use” or “Amendment to Allege Use” with the United States Patent and Trademark Office with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law.

SECTION 3. Security Agreement. The security interests granted to the Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Collateral Agent pursuant to the Guarantee and Collateral Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Trademark Collateral are more fully set forth in the Guarantee and Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Guarantee and Collateral Agreement, the terms of the Guarantee and Collateral Agreement shall govern.

SECTION 4. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract.

SECTION 5. Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York.

[Remainder of page intentionally left blank]

2

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

ALTRA INDUSTRIAL MOTION CORP.,

as Grantor

By: /s/ Todd Patriacca

Name: Todd Patriacca

Title: Vice President Finance, Corporate Controller and Treasurer

AMERICAN PRECISION INDUSTRIES, INC.

AMERIDRJVES INTERNATIONAL, LLC

BOSTON GEAR LLC GUARDIAN COUPLINGS LLC INERTIA DYNAMICS, LLC

FORMSPRAG LLC

JACOBS VEHICLE SYSTEMS, INC.

KILIAN MANUFACTURING CORPORATION

KOLLMORGEN CORPORATION TB WOOD'S INCORPORATED THOMSON INDUSTRIES, INC.,

as Grantors

By: /s/ Todd Patriacca

Name: Todd Patriacca

Title: Vice President Finance, Corporate Controller and Treasurer

BANK OF MONTREAL,

as Collateral Agent

By: /s/ Matthew Gerber

/s/

Name: Matthew Gerber Title: Managing Director

United States Trademarks and Trademark Applications

SCHEDULE I

Trademarks

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Altra Industrial Motion Corp.	United States	A & Design	78/560,930	02/04/2005	3,146,781	09/19/2006	09/19/2026
Altra Industrial Motion Corp.	United States	ALTRA INDUSTRIAL MOTION	76/621,069	11/17/2004	3,360,155	12/25/2007	12/25/2027
American Precision Industries, Inc.	United States	DELEVAN	78/604,157	04/07/2005	3,095,287	05/23/2006	05/23/2026
American Precision Industries, Inc.	United States	DELEVAN	90/171,889	09/10/2020	6,443,003	08/03/2021	09/10/2030
Boston Gear LLC	United States	BEAR-N-BRONZ	71/665,847	05/06/1954	603,829	03/29/1955	03/29/2025
Boston Gear LLC	United States	BG & Design	71/327,723	06/04/1932	298,486	10/25/1932	10/25/2022
Boston Gear LLC	United States	BOST-BRONZ	71/597,836	05/20/1950	547,544	09/04/1951	09/04/2021
Boston Gear LLC	United States	BOST-BRONZ & Design (stylized)	71/677,082	11/22/1954	612,905	09/27/1955	09/27/2025

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Boston Gear LLC	United States	BOST-FLEX	73/163,090	03/21/1978	1,111,218	01/16/1979	01/16/2029
Boston Gear LLC	United States	BOSTON	71/535,926	09/27/1947	522,912	03/28/1950	03/28/2030
Boston Gear LLC	United States	BOSTON & Design	73/514,378	12/19/1984	1,374,572	12/10/1985	12/10/2025
Boston Gear LLC	United States	BOSTON GEAR	72/338,165	09/17/1969	905,805	01/12/1971	01/12/2031
Boston Gear LLC	United States	BOSTON GEAR	72/338,166	09/17/1969	905,846	01/12/1971	01/12/2031
Boston Gear LLC	United States	BOS-TRONG & Design	72/251,147	07/27/1966	837,074	10/17/1967	10/17/2027
Boston Gear LLC	United States	CENTRIC	73/434,105	07/11/1983	1,365,217	10/15/1985	10/15/2025
Boston Gear LLC	United States	CENTRIGARD	78/774,995	12/16/2005	3,374,068	01/22/2008	01/22/2028
Boston Gear LLC	United States	DCX	74/151,919	03/27/1991	1,689,927	06/02/1992	06/02/2022
Boston Gear LLC	United States	DOMED CROWN	86/706,894	07/28/2015	5,083,256	11/15/2016	11/15/2026
Boston Gear LLC	United States	GEARHEAD EXPRESS	75/536,127	08/13/1998	2,488,100	09/11/2001	09/11/2031
Boston Gear LLC	United States	MICRON	71/654,910	10/16/1953	606,358	05/24/1955	05/24/2025
Boston Gear LLC	United States	MOTOR MULTIPLIER	73/184,680	09/05/1978	1,131,648	03/11/1980	03/11/2030
Boston Gear LLC	United States	OPTIMOUNT	72/046,238	02/20/1958	670,192	11/25/1958	11/25/2028

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Boston Gear LLC	United States	POSIVENT	76/423,536	06/20/2002	2,875,347	08/17/2004	08/17/2024
Boston Gear LLC	United States	RATIOTROL	72/137,450	02/07/1962	743,713	01/15/1963	01/15/2023
Boston Gear LLC	United States	STABILI SEAL	78/564,645	02/10/2005	3,131,135	08/15/2006	08/15/2026
Boston Gear LLC	United States	TRUE PLANETARY	74/610,671	12/13/1994	1,937,231	11/21/1995	11/21/2025
Guardian Couplings LLC	United States	GUARD-FLEX	86/571,085	03/20/2015	4,912,410	03/08/2016	03/08/2026
Guardian Couplings LLC	United States	GUARDEX	86/285,572	05/19/2014	4,663,395	12/30/2014	12/30/2024
Guardian Couplings LLC	United States	GUARDIAN	87/410,452	04/13/2017	5,329,032	11/07/2017	11/07/2027
Inertia Dynamics, LLC	United States	UNIBRAKE	72/219,817	05/26/1965	809,205	05/31/1966	05/31/2026
Inertia Dynamics, LLC	United States	DYNACORP	86/649,763	06/03/2015	4,885,322	01/12/2016	01/12/2026
Jacobs Vehicle Systems, Inc.	United States	ACTIVE DECOMPRESSION TECHNOLOGY	87/245,320	11/22/2016	6,373,189	06/01/2021	06/01/2031

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Jacobs Vehicle Systems, Inc.	United States	ADT	87/245,251	11/22/2016	6,273,007	02/16/2021	02/16/2031
Jacobs Vehicle Systems, Inc.	United States	EVOLVE BY JACOBS	77/636,138	12/18/2008	4,403,543	09/17/2013	09/17/2023
Jacobs Vehicle Systems, Inc.	United States	HPD	87/241,239	11/18/2016
Jacobs Vehicle Systems, Inc.	United States	J & Design	73/672,521	07/17/1987	1,490,083	05/31/1998	05/31/2028
Jacobs Vehicle Systems, Inc.	United States	JACOBS	75/103,122	05/13/1996	2,222,114	02/09/1999	02/09/2029
Jacobs Vehicle Systems, Inc.	United States	JACOBS ENGINE BRAKE & Design (stylized)	76/134,897	09/25/2000	2,575,531	06/04/2002	06/04/2022
Jacobs Vehicle Systems, Inc.	United States	JACOBS EXHAUST BRAKE & Design (stylized)	76/134,683	09/25/2000	2,597,144	07/23/2002	07/23/2022
Jacobs Vehicle Systems, Inc.	United States	JACOBS VEHICLE SYSTEMS & Road Design	77/253,448	08/13/2007	3,589,708	03/17/2009	03/17/2029
Jacobs Vehicle Systems, Inc.	United States	JACOBS VEHICLE SYSTEMS & Road Design	77/611,098	11/10/2008	3,635,163	06/09/2009	06/09/2029

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Jacobs Vehicle Systems, Inc.	United States	JACOBS VEHICLE SYSTEMS & Road Design	77/654,260	01/22/2009	3,759,975	03/16/2020	03/16/2030
Jacobs Vehicle Systems, Inc.	United States	JAKE BRAKE & Design (stylized)	76/532,279	07/24/2003	2,864,614	07/20/2004	07/20/2024
Jacobs Vehicle Systems, Inc.	United States	JAKE BRAKE & Road Design	77/611,096	11/10/2008	3,635,162	06/09/2009	06/09/2029
Jacobs Vehicle Systems, Inc.	United States	JAKE BRAKE & Road Design	77/253,454	08/13/2007	3,589,709	03/17/2009	03/17/2029
Jacobs Vehicle Systems, Inc.	United States	JAKE BRAKE & Road Design	77/654,216	01/22/2009	3,663,312	08/04/2009	08/04/2029
Jacobs Vehicle Systems, Inc.	United States	JVS ENGINEERING & Design	86/062,053	09/11/2013	5,332,299	11/14/2017	11/14/2027
Jacobs Vehicle Systems, Inc.	United States	ROBO-LASH	75/076,865	03/22/1996	2,122,829	12/23/1997	12/23/2027
Jacobs Vehicle Systems, Inc.	United States	THE JOURNEY CONTINUES	85/273,189	03/22/2011	4,134,189	05/01/2012	05/01/2022
Kollmorgen Corporation	United States	AKD	77/557,949	08/28/2008	3,693,882	10/06/2009	10/06/2029

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Kollmorgen Corporation	United States	AKM	77/612,958	11/12/2008	3,638,836	06/16/2009	06/16/2029
Kollmorgen Corporation	United States	BRONCO	88/085,136	08/20/2018	5,792,152	07/02/2019	07/02/2029
Kollmorgen Corporation	United States	KOLLMORGEN	78/447,539	07/08/2004	3,053,461	01/31/2006	01/31/2026
Kollmorgen Corporation	United States	KOLLMORGEN	90/648,203	04/15/2021
Kollmorgen Corporation	United States	KOLLMORGEN CARTRIDGE DDR	78/637,684	05/26/2005	3,191,405	01/02/2007	01/02/2027
Kollmorgen Corporation	United States	KOLLMORGEN GOLDLINE	75/381,493	10/29/1997	2,231,789	03/16/1999	03/16/2029
Kollmorgen Corporation	United States	MOTIONEERING	75/368,832	10/06/1997	2,201,427	11/03/1998	11/03/2028
Kollmorgen Corporation	United States	MOTION LINK	75/182,350	10/16/1996	2,115,875	11/25/1997	11/25/2027
Kollmorgen Corporation	United States	POWERMAX II	74/018,540	01/12/1990	1,634,654	02/12/1991	02/12/2031
Kollmorgen Corporation	United States	SAFEMOTION	90/165,283	09/08/2020
Kollmorgen Corporation	United States	SERVOSTAR	75/182,352	10/16/1996	2,179,949	08/11/1998	08/11/2028
Kollmorgen Corporation	United States	SLO-SYN	72/066,177	01/20/1959	685,066	09/15/1959	09/15/2029
Kollmorgen Corporation	United States	SLO-SYN	72/176,327	09/14/1963	777,758	09/29/1964	09/29/2024
Kollmorgen Corporation	United States	SMM	90/165,315	09/08/2020

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
TB Wood's Incorporated	United States	ALL-PRO	75/290,731	05/12/1997	2,165,737	06/16/1998	06/16/2028
TB Wood's Incorporated	United States	DISCO-TORQUE	72/285,224	11/20/1967	859,264	10/29/1968	10/29/2028
TB Wood's Incorporated	United States	DURA-FLEX	73/158,649	02/13/1978	1,116,828	04/24/1979	04/24/2029
TB Wood's Incorporated	United States	G-FLEX	77/397,102	02/14/2008	3,501,631	09/16/2008	09/16/2028
TB Wood's Incorporated	United States	QT POWER CHAIN	76/403,299	05/02/2002	2,723,745	06/10/2003	06/10/2023
TB Wood's Incorporated	United States	ROTO-CAM	72/285,223	11/20/1967	859,263	10/29/1968	10/29/2028
TB Wood's Incorporated	United States	SURE-FLEX	72/043,720	01/09/1958	668,649	10/21/1958	10/21/2028
TB Wood's Incorporated	United States	SURE-FLEX PLUS	86/622,002	05/07/2015	4,884,899	01/12/2016	01/12/2026
TB Wood's Incorporated	United States	SURE-GRIP	71/575,508	03/15/1948	646,423	06/04/1957	06/04/2027
TB Wood's Incorporated	United States	SURE-GRIP	73/136,699	08/08/1977	1,109,150	12/19/1978	12/19/2028
TB Wood's Incorporated	United States	TB WOOD'S	87/110,177	07/20/2016	5,159,886	03/14/2017	03/14/2027
TB Wood's Incorporated	United States	W TB WOOD'S & Design	75/107,136	05/20/1996	2,059,245	05/06/1997	05/06/2027
Thomson Industries, Inc.	United States	60 CASE	71/697,339	10/28/1955	639,298	01/01/1957	01/01/2027

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Thomson Industries, Inc.	United States	BALL BUSHING	71/696,601	10/17/1955	650,866	08/27/1957	08/27/2027
Thomson Industries, Inc.	United States	ELECTRAK	74/454,784	11/05/1993	1,893,972	05/16/1995	05/16/2025
Thomson Industries, Inc.	United States	FLOURONYLINER	75/031,969	12/13/1995	2,118,346	12/02/1997	12/02/2027
Thomson Industries, Inc.	United States	LINEARLUBE	74/041,892	03/26/1990	1,704,076	07/28/1992	07/28/2022
Thomson Industries, Inc.	United States	LINEARRACE	78/694,290	08/17/2005	3,120,696	07/25/2006	07/25/2026
Thomson Industries, Inc.	United States	MICROGUIDE	78/137,012	06/19/2002	2,824,081	03/16/2004	03/16/2024
Thomson Industries, Inc.	United States	MICROSTAGE	75/360,251	09/19/1997	2,279,900	09/21/1999	09/21/2029

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Thomson Industries, Inc.	United States	MULTITRAC	74/104,861	10/11/1990	1,717,036	09/15/1992	09/15/2022
Thomson Industries, Inc.	United States	MULTITRAC BALL BUSHING	74/104,860	10/11/1990	1,740,447	12/15/1992	12/15/2022
Thomson Industries, Inc.	United States	PERFORMANCE PAK	73/825,795	09/18/1989	1,590,572	04/10/1990	04/10/2030
Thomson Industries, Inc.	United States	PPA	73/825,810	09/18/1989	1,591,717	04/17/1990	04/17/2030
Thomson Industries, Inc.	United States	QUICKSLIDE	74/131,674	01/22/1991	1,722,910	10/06/1992	10/06/2022
Thomson Industries, Inc.	United States	RAPIDTRAK	78/537,517	12/23/2004	3,050,141	01/24/2006	01/24/2026
Thomson Industries, Inc.	United States	ROUNDWAY	72/131,528	11/07/1961	737,512	09/11/1962	09/11/2022

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Thomson Industries, Inc.	United States	SMART RAIL	74/718,733	08/22/1995	2,184,381	08/25/1998	08/25/2028
Thomson Industries, Inc.	United States	SUPER BALL BUSHING	73/802,967	05/26/1989	1,576,046	01/09/1990	01/09/2030
Thomson Industries, Inc.	United States	SUPER PLUS BALL BUSHING	74/118,761	11/28/1990	1,804,986	11/16/1993	11/16/2023
Thomson Industries, Inc.	United States	SUPER SMART	85/088,633	07/20/2010	4,313,434	04/02/2013	04/02/2023
Thomson Industries, Inc.	United States	SUPER SMART BALL BUSHING	74/414,318	07/19/1993	1,867,461	12/13/1994	12/13/2024
Thomson Industries, Inc.	United States	SUPERSLIDE	73/816,698	08/03/1989	1,590,556	04/10/1990	04/10/2030
Thomson Industries, Inc.	United States	TI & Design	72/219,163	05/06/1965	817,732	11/01/1966	11/01/2026

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Thomson Industries, Inc.	United States	TI & Design	90/525,347	02/11/2021
Thomson Industries, Inc.	United States	T THOMSON	78/500,654	10/15/2004	3,134,977	08/29/2006	08/29/2026
Thomson Industries, Inc.	United States	T THOMSON FIRST IN LINEAR MOTION TECHNOLOGY & Design	74/096,551	09/13/1990	1,811,339	12/14/1993	12/14/2023
Thomson Industries, Inc.	United States	T THOMSON INDUSTRIES, INC. & Design	74/096,028	09/11/1990	1,787,261	08/10/1993	08/10/2023
Thomson Industries, Inc.	United States	T THOMSON PRECISION BALL COMPANY, LLC & Design	74/423,426	08/10/1993	1,877,400	02/07/1995	02/07/2025
Thomson Industries, Inc.	United States	THOMSON	72/187,815	03/02/1964	789,637	05/18/1965	05/18/2025

Thomson Industries, Inc. United States XR 73/349,613 02/10/1982 1,229,306 03/08/1983 03/08/2023

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Ameridrives International, LLC	United States	AMERICARDAN	75/621,192	01/15/1999	2,488,262	09/11/2001	09/11/2031
Ameridrives International, LLC	United States	AMERIDISC	86/714,069	08/04/2015	4,950,024	05/03/2016	05/03/2026
Ameridrives International, LLC	United States	AMERIDRIVES	75/204,229	11/25/1996	2,168,489	06/23/1998	06/23/2028
Ameridrives International, LLC	United States	AMERIDRIVES	85/239,878	02/11/2011	4,022,613	09/06/2011	09/06/2031
Ameridrives International, LLC	United States	AMERIFLEX	72/444,883	01/02/1973	1,000,720	12/31/1974	12/31/2024
Ameridrives International, LLC	United States	AMERIGEAR	78/373,119	02/24/2004	2,951,600	05/17/2005	05/17/2025
Ameridrives International, LLC	United States	THE AMERIGEAR FULLY CROWNED TOOTH	78/373,135	02/24/2004	2,980,971	08/02/2005	08/02/2025

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Ameridrives International, LLC	United States	AMERILOC	85/105,761	08/12/2010	3,995,157	07/12/2011	07/12/2021
Ameridrives International, LLC	United States	FORM-FLEX	75/273,175	04/11/1997	2,152,362	04/21/1998	04/21/2028
Ameridrives International, LLC	United States	TORSI-LOCK	85/105,775	08/12/2010	4,061,095	11/22/2011	11/22/2031
Ameridrives International, LLC	United States	TRI-WASHER	88/337,546	03/13/2019	6,175,975	10/13/2020	10/13/2030
Formsprag LLC	United States	BC MA	77/649,950	01/15/2009	3,850,875	09/21/2010	09/21/2030
Formsprag LLC	United States	CEBMAG	73/513,313	12/13/1984	1,352,456	08/06/1985	08/06/2025
Formsprag LLC	United States	CECON	78/300,412	09/15/2003	2,871,858	08/10/2004	08/10/2024

Owner	Country	Mark	Application No.	Filing Date	Registration No.	Issue Date	Renewal Date
Formsprag LLC	United States	MARLAND	76/118,280	08/28/2000	2,667,819	12/31/2002	12/31/2022
Kilian Manufacturing Corporation	United States	KILIAN	73/277,508	09/11/1980	1,216,354	11/16/1982	11/16/2022

EX-21.1

Exhibit 21.1

	Jurisdiction of Incorporation
Altra Industrial Motion Corp.,	Delaware
- Guardian Couplings LLC,	Delaware
- Nuttall Gear LLC,	Delaware
- Ameridrives International LLC,	Delaware
- Formsprag LLC,	Delaware
- Warner Electric LLC,	Delaware
- Warner Electric Technology LLC,	Delaware
- Svendborg Brakes USA, LLC	Delaware
- Boston Gear LLC,	Delaware
- Bauer Gear Motor LLC,	Delaware
- Inertia Dynamics LLC,	Delaware
- Kilian Manufacturing Corporation,	Delaware
- Kilian Canada ULC,	Canada
- TB Wood’s Corporation,	Delaware
- TB Wood’s Incorporated,	Pennsylvania
- T.B. Wood’s Canada Ltd.,	Canada
- Industrial Blaju, S.A. de C.V.,	Mexico
- Altra Industrial Motion (Thailand) Ltd.,	Thailand
- Nook Industries, LLC	Nevada
- Stevens Holding Company Inc.,	Delaware
- AS Motion LLC,	Delaware
- AS Motion North America Inc.,	Delaware
- G&L Motion Control Inc.,	Delaware
- Thomson Linear LLC,	Delaware
- American Precision Industries, Inc.,	Delaware
- Portescap U.S., Inc.,	New York
- Heat Transfer Guarantee Co., LLC,	Delaware
- API Harowe (St. Kitts) Ltd.,	St. Kitts and Nevis
- Portescap S.A.,	Switzerland
- Portescap Co., Ltd.,	Japan
- Motion Engineering Incorporated,	California
- Ball Screws and Actuators Co., Inc.,	California
- Wermex Corporation,	Texas
- Thomson Industries, Inc.	New York
- ABEK LLC,	Delaware
- Thomson Industries S. de R.L. de C.V.,	Mexico
- Jacobs Vehicle Systems, Inc.,	Delaware
- PacSci Motion Control, Inc.,	Massachusetts
- Kollmorgen Corporation,	New York
- AS Motion International B.V.,	Netherlands
- Elsim Elektroteknik Sistemler Sanayi ve Ticaret A.S.,	Turkey
- AS Motion Hong Kong Ltd.,	Hong Kong
- AT Business Systems LLC,	Delaware
- Altra Industrial Motion International Holding, LLC,	Delaware
- Altra Industrial Motion Netherlands B.V.,	Netherlands
- Altra Industrial Motion Germany GmbH,	Germany
- Kollmorgen s.r.o.,	Czech Republic
- Kollmorgen s.r.l.,	Italy
- Jacobs Vehicle Systems Europe s.r.o.,	Czech Republic
- Thomson Neff Industries GmbH,	Germany
- Kollmorgen Automation AB,	Sweden
- Tollo Linear AB,	Sweden
- Kollmorgen Europe GmbH,	Germany

- Stieber GmbH,	Germany
- Stromag Holding GmbH,	Germany
- Stromag GmbH,	Germany
- Stromag Dessau GmbH,	Germany
- Altra Industrial Motion India Private Ltd.,	India
- Warner Electric (Neth) Holding B.V.,	Netherlands
- Altra Industrial Motion Australia Pty. Ltd.,	Australia
- Altra Industrial Motion Hong Kong Limited	Hong Kong
- Altra Industrial Motion (ShenZhen) Co., Ltd.,	China
- Altra Industrial Motion Singapore Pte. Ltd.,	Singapore
- Altra Industrial Motion Taiwan Ltd.,	Taiwan
- Altra Industrial Motion Switzerland Sarl	Switzerland
- Altra Industrial Motion UK Holding Ltd.,	United Kingdom
- Altra Industrial Motion UK Ltd.,	United Kingdom
- Matrix International Ltd.,	United Kingdom
- Matrix International GmbH,	Germany
- Bauer Gear Motor Ltd.,	United Kingdom
- Twiflex Ltd.,	United Kingdom
- Huco Engineering Industries Ltd.,	United Kingdom
- Bibby Transmissions Ltd.,	United Kingdom
- Altra Industrial Motion South Africa (Pty.) Ltd.,	South Africa
- AS Motion Asiapac Holding Ltd.,	Hong Kong
- A&S Industry Technology (Tianjin) Co., Ltd.,	China
- Portescap Singapore Pte., Ltd.,	Singapore
- Portescap India Private Limited,	India
- Jacobs (Suzhou) Vehicle Systems Co., Ltd.,	China
- Bauer Gear Motor GmbH,	Germany
- Bauer Gear Motor Europe GmbH,	Germany
- Bauer Gear Motor Slovakia s.r.o.,	Germany
- Aluminium Die Casting S.r.L.,	Italy
- Bauer Gear Motor Finland Oy Ab,	Finland
- Altra Industrial Motion Russia OOO,	Russia
- Warner Electric (Holding) SAS,	France
- Warner Electric Europe SAS,	France
- Stromag Holding SAS,	France
- Stromag France SAS,	France
- Altra Industrial Motion do Brasil Equipamentos Industriais Ltda.,	Brazil
- Altra Industrial Motion Denmark ApS,	Denmark
-S.B. Patent Holding ApS,	Denmark
-Svendborg Brakes ApS,	Denmark
- Svendborg Brakes Espana S.A.,	Spain
- Svendborg Brakes Australia Pty. Ltd.,	Australia
- Svendborg Brakes Korea Co. Ltd.,	Korea
- Svendborg Brakes Chile Ltd.,	Chile
- Svendborg Brakes India Ltd.,	India
- Svendborg Brakes Shanghai Co. Ltd.,	China
- Svendborg Brakes Trading (Shanghai) Co. Ltd.,	China
- Svendborg Brakes Peru S.A.C.	Peru

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-239481, 333-195791, 333-140349, 333-229585, and 333-219489 each on Form S-8 of our reports dated February 28, 2022 relating to the financial statements and financial statement schedule of Altra Industrial Motion Corp. and the effectiveness of Altra Industrial Motion Corp.’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Altra Industrial Motion Corp. for the year ended December 31, 2021.

/s/ Deloitte & Touche LLP

Boston, Massachusetts
February 28, 2022

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

I, Carl R. Christenson, certify that:

1. I have reviewed this Annual Report on Form 10-K of Altra Industrial Motion Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Carl R. Christenson
	Name: Carl R. Christenson
	Title: Chairman and Chief Executive Officer, Director

Date: February 28, 2022

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

I, Todd B. Patriacca, certify that:

1. I have reviewed this Annual Report on Form 10-K of Altra Industrial Motion Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Todd B. Patriacca
	Name: Todd B. Patriacca
	Title: Executive V.P., Chief Financial Officer
	and Treasurer, Chief Accounting Officer

Date: February 28, 2022

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Altra Industrial Motion Corp. (the "Company”) for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Carl R. Christenson, the Chairman and Chief Executive Officer of the Company certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Carl R. Christenson
	Name: Carl R. Christenson
	Title: Chairman and Chief Executive Officer, Director

Date: February 28, 2022

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Altra Industrial Motion Corp. (the "Company”) for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Todd B. Patriacca, the Executive Vice President, Chief Financial Officer and Treasurer of the Company certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Todd B. Patriacca
	Name: Todd B. Patriacca
	Title: Executive V.P., Chief Financial Officer
	and Treasurer, Chief Accounting Officer

Date: February 28, 2022

XML

Document and Entity Information - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2021

Feb. 28, 2022

Jun. 30, 2021

Cover [Abstract]

Entity Registrant Name

ALTRA INDUSTRIAL MOTION CORP.

Entity Central Index Key

0001374535

Trading Symbol

AIMC

Entity Current Reporting Status

Yes

Entity Voluntary Filers

No

Current Fiscal Year End Date

--12-31

Entity Filer Category

Large Accelerated Filer

Entity Well-known Seasoned Issuer

Yes

Entity Small Business

false

Entity Emerging Growth Company

false

Entity Shell Company

false

Entity Public Float

$ 4,000

Document Type

10-K

Document Period End Date

Dec. 31, 2021

Document Fiscal Year Focus

2021

Document Fiscal Period Focus

FY

Amendment Flag

false

Entity File Number

001-33209

Entity Tax Identification Number

61-1478870

Entity Address, Address Line One

300 Granite Street

Entity Address, Address Line Two

Suite 201

Entity Address, City or Town

Braintree

Entity Address, State or Province

MA

Entity Address, Postal Zip Code

02184

City Area Code

781

Local Phone Number

917-0600

Entity Common Stock, Shares Outstanding (in shares)

65,059,097

Entity Interactive Data Current

Yes

Entity Incorporation, State or Country Code

DE

Security Exchange Name

NASDAQ

Document Annual Report

true

Document Transition Report

false

Title of 12(b) Security

Common Stock, $0.001 par value

ICFR Auditor Attestation Flag

true

Documents Incorporated by Reference

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the following document are incorporated herein by reference into the Part of the Form 10-K indicated.

Auditor Firm Id

34

Auditor Name

Deloitte & Touche LLP

Auditor Location

Boston, Massachusetts

XML

Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 246.1	$ 254.4
Trade receivables, less allowance for credit losses of $4.1 and $4.9 million at December 31, 2021 and 2020, respectively	224.5	240.8
Inventories	267.8	210.4
Income tax receivable	11.7	6.9
Assets held for sale	377.3
Prepaid expenses and other current assets	40.4	35.7
Total current assets	1,167.8	748.2
Property, plant and equipment, net	275.8	344.2
Intangible assets, net	1,057.2	1,459.6
Goodwill	1,564.0	1,596.0
Deferred income taxes	2.3	4.9
Other non-current assets	13.5	14.2
Operating lease right of use assets	50.0	41.0
Total assets	4,130.6	4,208.1
Current liabilities:
Accounts payable	173.3	163.6
Accrued payroll	81.8	76.2
Accruals and other current liabilities	77.0	73.0
Income tax payable	6.0	17.9
Current portion of long-term debt	11.1	16.6
Liabilities held for sale	53.0
Operating lease liabilities	14.3	13.3
Total current liabilities	416.5	360.6
Long-term debt, net of current portion	1,401.0	1,408.1
Deferred income taxes	250.5	359.6
Pension liabilities	29.9	35.4
Long-term taxes payable	2.7	3.6
Other long-term liabilities	7.3	14.3
Operating lease liabilities, net of current portion	37.6	29.8
Stockholders’ equity:
Common stock ($0.001 par value, 120,000,000 shares authorized, 64,923,539 and 64,676,567 shares issued and outstanding at December 31, 2021 and 2020, respectively)	0.1	0.1
Additional paid-in capital	1,718.4	1,706.0
Retained earnings	277.6	269.5
Accumulated other comprehensive income/(loss)	(11.0)	21.1
Total stockholders’ equity	1,985.1	1,996.7
Total liabilities and stockholders’ equity	$ 4,130.6	$ 4,208.1

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Statement Of Financial Position [Abstract]
Allowance for credit losses	$ 4.1	$ 4.9
Common stock, par value (in USD per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	120,000,000	120,000,000
Common stock, shares issued (in shares)	64,923,539	64,676,567
Common stock, shares outstanding (in shares)	64,923,539	64,676,567

XML

Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Net sales	$ 1,899.8	$ 1,726.0	$ 1,834.1
Cost of sales	1,224.4	1,103.6	1,177.8
Gross profit	675.4	622.4	656.3
Operating expenses:
Selling, general and administrative expenses	368.7	332.2	359.0
Impairment charges	142.4	147.5
Research and development expenses	63.9	57.8	59.1
Restructuring costs	3.0	7.4	14.1
Total operating expenses	578.0	544.9	432.2
Income from operations	97.4	77.5	224.1
Other non-operating income and expense:
Interest expense, net	94.5	72.1	73.8
Other non-operating (income)/expense, net	(4.9)	1.4	2.1
Total other non-operating (income) expense, net	89.6	73.5	75.9
Income before income taxes	7.8	4.0	148.2
(Benefit)/Provision for income taxes	(19.9)	29.5	21.0
Net income/(loss)	$ 27.7	$ (25.5)	$ 127.2
Weighted average shares, basic	64.8	64.6	64.3
Weighted average shares, diluted	65.4	64.6	64.5
Net income/(loss) per share:
Basic	$ 0.43	$ (0.39)	$ 1.98
Diluted	0.42	(0.39)	1.97
Cash dividend declared per share	$ 0.30	$ 0.31	$ 0.68

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statement Of Income And Comprehensive Income [Abstract]
Net income/(loss)	$ 27.7	$ (25.5)	$ 127.2
Other comprehensive income:
Change in fair value of interest rate swap, net of tax		(11.9)	(9.9)
Reclassification of interest rate swap, net of tax	21.5	6.9
Pension & other post retirement benefit obligation adjustment, net of tax	3.3	(2.6)	(1.4)
Reclassification adjustment of pension plan, net of tax	0.6	0.4	0.1
Change in fair value of net investment hedge, net of tax		31.2	19.8
Foreign currency translation adjustment	(57.5)	87.0	(26.9)
Total other comprehensive (loss)/income:	(32.1)	111.0	(18.3)
Total comprehensive (loss)/income	$ (4.4)	$ 85.5	$ 108.9

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Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions	Total	Common Stock [Member]	Additional Paid in Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]
Beginning balance at Dec. 31, 2018	$ 1,848.2	$ 0.1	$ 1,687.1	$ 232.6	$ (71.6)
Beginning balance (in shares) at Dec. 31, 2018		64,200,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation and vesting of restricted stock	9.6		9.6
Net income/(loss)	127.2			127.2
Dividends declared	(44.4)			(44.4)
Total comprehensive loss, net of tax	(18.3)				(18.3)
Ending balance at Dec. 31, 2019	1,922.3	$ 0.1	1,696.7	315.4	(89.9)
Ending balance (in shares) at Dec. 31, 2019		64,200,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation and vesting of restricted stock	9.3		9.3
Stock-based compensation and vesting of restricted stock (in shares)		500,000
Net income/(loss)	(25.5)			(25.5)
Dividends declared	(20.4)			(20.4)
Total comprehensive loss, net of tax	111.0				111.0
Ending balance at Dec. 31, 2020	1,996.7	$ 0.1	1,706.0	269.5	21.1
Ending balance (in shares) at Dec. 31, 2020		64,700,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation and vesting of restricted stock	10.2		10.2
Stock-based compensation and vesting of restricted stock (in shares)		100,000
Issuance of common stock upon exercise of options	$ 2.2		2.2
Issuance of common stock upon exercise of options (in shares)	72,200	100,000
Net income/(loss)	$ 27.7			27.7
Dividends declared	(19.6)			(19.6)
Total comprehensive loss, net of tax	(32.1)				(32.1)
Ending balance at Dec. 31, 2021	$ 1,985.1	$ 0.1	$ 1,718.4	$ 277.6	$ (11.0)
Ending balance (in shares) at Dec. 31, 2021		64,900,000

XML

Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Common Stock Dividends Per Share Declared	$ 0.30	$ 0.31	$ 0.68
Retained Earnings [Member]
Common Stock Dividends Per Share Declared	$ 0.30	$ 0.31	$ 0.68

XML

Consolidated Statements of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities
Net income/(loss)	$ 27.7	$ (25.5)	$ 127.2
Adjustments to reconcile net income to net cash flows:
Depreciation	51.9	57.8	58.0
Amortization of intangible assets	70.4	69.8	70.4
Amortization of deferred financing costs	4.0	4.6	4.6
Loss on foreign currency, net	1.5	1.2
Accretion of debt discount	0.4	0.5	0.5
Non-cash amortization of interest rate swap expense	25.7	9.0
Impairment charges	142.4	147.5
Payment for interest rate swap settlement		(34.7)
(Gain) Loss on disposals and other	(0.3)	0.7	0.1
Loss on extinguishment of debt	15.4
Benefit for deferred taxes	(82.1)	(28.3)	(33.1)
Stock based compensation	15.7	13.2	13.6
Changes in assets and liabilities, net of assets acquired:
Trade receivables	4.4	10.6	14.8
Inventories	(67.4)	19.0	5.8
Accounts payable and accrued liabilities	37.0	18.8	(16.2)
Other current assets and liabilities	(22.4)	(4.5)	14.6
Other operating assets and liabilities	(7.3)	2.8	(4.4)
Net cash provided by operating activities	217.0	262.5	255.9
Cash flows from investing activities
Purchase of property, plant and equipment	(40.6)	(33.7)	(51.7)
Proceeds from sale of property	2.2		0.3
Proceeds from cross currency interest rate swap settlement		56.2
Investment in MTEK Industry AB		(5.0)
Acquisition of Nook Industries, net of cash acquired	(125.2)
A&S Business acquisition purchase price adjustment		(1.9)	(29.5)
Net cash provided by (used in) investing activities	(163.6)	15.6	(80.9)
Cash flows from financing activities
Payments of debt issuance costs	(3.7)
Payments on Term Loan B Facility	(1,030.0)	(160.0)	(130.0)
Payments on Revolving Credit Facility	(5.0)	(100.0)
Borrowing under Term Loan A Facility	400.0
Borrowing under Revolving Credit Facility	610.0	100.0
Dividend payments	(18.3)	(27.8)	(44.4)
Payments of equipment, working capital notes, mortgages and other debt	(5.9)	(1.5)	(1.1)
Proceeds from equipment, working capital notes, mortgages and other debt	3.7		1.6
Shares surrendered for tax withholding	(5.5)	(3.9)	(4.0)
Proceeds from issuance of common stock upon exercise of options	2.2
Net cash used in financing activities	(52.5)	(193.2)	(177.9)
Effect of exchange rate changes on cash and cash equivalents	(9.2)	2.2	1.2
Net change in cash and cash equivalents	(8.3)	87.1	(1.7)
Cash and cash equivalents at beginning of year	254.4	167.3	169.0
Cash and cash equivalents at end of year	246.1	254.4	167.3
Cash paid during the year for:
Interest paid on borrowings	49.3	58.1	68.8
Income taxes paid	82.3	61.7	45.4
Non-cash Financing and Investing:
Nook Industries purchase price holdback	8.2
Acquisition of property, plant and equipment included in accounts payable	$ 6.8	$ 4.3	$ 3.9

XML

Description of Business and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Description of Business and Summary of Significant Accounting Policies

1. Description of Business and Summary of Significant Accounting Policies

Basis of Preparation and Description of Business

Headquartered in Braintree, Massachusetts, Altra Industrial Motion Corp. (the “Company”) is a leading global designer, producer and marketer of a wide range of electro-mechanical power transmission motion control (“PTMC”) products. The Company brings together strong brands with production facilities in 16 countries. Altra’s leading brands currently include Ameridrives Couplings, Bauer Gear Motor, Bibby Turboflex, Boston Gear, Delroyd Worm Gear, Formsprag Clutch, Guardian Couplings, Huco, Industrial Clutch, Inertia Dynamics, Jacobs Vehicle Systems (see Note 18 to the consolidated financial statements for further information regarding the agreement to sell the Jacobs Vehicle Systems business), Kilian Manufacturing, Kollmorgen, Lamiflex Couplings, Marland Clutch, Matrix, Nook Industries, Nuttall Gear, Stieber Clutch, Stromag, Svendborg Brakes, Portescap, TB Wood’s, Thomson, Twiflex, Warner Electric, Warner Linear, and Wichita Clutch.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Net Income/(Loss) Per Share

Basic earnings per share is based on the weighted average number of shares of common stock outstanding and diluted earnings per share is based on the weighted average number of shares of common stock outstanding and all potentially dilutive common stock equivalents outstanding. Common stock equivalent shares are included in the per share calculations when the effect of their inclusion is dilutive.

The following is a reconciliation of basic to diluted shares outstanding:

	Years Ended December 31,
	2021		2020		2019
Shares used in net income per common share - basic		64.8		64.6		64.3
Effect of dilutive shares		0.6		—		0.2
Shares used in net income per common share - diluted		65.4		64.6		64.5
Shares excluded as their inclusion would be anti-dilutive		—		0.2		—

Fair Value of Financial Instruments

Fair value is determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy, as follows:

•Level 1- Quoted prices in active markets for identical assets or liabilities.

•Level 2- Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived.

•Level 3- Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents and are classified as Level 1. The carrying values of financial instruments, including accounts receivable, cash equivalents, accounts payable, and other accrued liabilities are carried at cost, which approximates fair value, and are classified as Level 1. Debt under the Altra Credit Agreement (as defined herein) is classified as Level 2 and is comprised of the Term Loan Facility and the Revolving Credit Facility (both as defined herein). The carrying amount of the Term Loan Facility of $400.0 million and the Revolving Credit Facility of $605.0 million approximates fair value due to the variable rate and the fact that the agreement was negotiated in November 2021. The carrying amount of the Notes (as defined herein) was $400.0 million and the estimated fair value of the Notes was $427.0 million at December 31, 2021. The Notes are classified as Level 2.

The Company determines the fair value of financial instruments using quoted market prices whenever available and classifies these investments as Level 1. When quoted market prices are not available for various types of financial instruments (such as derivative instruments), the Company uses standard models with market-based inputs, which take into account the present value of

estimated future cash flows and the ability of the Company or the financial counterparty to perform. These investments are classified as Level 2. For cross-currency interest rate swaps and interest rate swaps, the significant inputs to these models are interest rate curves for discounting future cash flows and are adjusted for credit risk. See additional discussion of the Company’s use of financial instruments including cross-currency interest rate swaps and interest rate swaps included in Note 15.

In December 2020, the Company invested $5.0 million for a minority equity interest in a privately held manufacturing software company, MTEK Industry AB (“MTEK”), over which the Company does not exert significant influence. The equity investment does not have a readily determinable fair value and does not qualify for the practical expedient to estimate fair value using the net asset value per share. Therefore, in accordance with ASU 2016-01, the Company elected to measure the investment at its cost less impairment, if any, adjusted for observable price changes in orderly transactions for identical or a similar investment of the same issuer. This investment is considered a Level 3 asset based on the lack of observable inputs and is classified within other non-current assets in the consolidated balance sheets. The Company monitors its equity investment in MTEK for indicators of impairments or upward adjustments on an ongoing basis. If the Company determines that such an indicator is present, an adjustment will be recorded, which will be measured as the difference between the carrying value and estimated fair value. As of December 31, 2021, there were no indicators that support an adjustment to MTEK’s carrying value.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the financial statements. Actual results could differ from those estimates.

Foreign Currency Translation

Assets and liabilities of subsidiaries operating outside of the United States with a functional currency other than the U.S. Dollar are translated into U.S. Dollars using exchange rates at the end of the respective period. Revenues and expenses are translated at average exchange rates effective during the respective period.

Foreign currency translation adjustments are included in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. Net foreign currency transaction gains and losses are included in the results of operations in the period incurred and included in other non-operating expense (income), net in the accompanying consolidated statements of operations. Net foreign currency transaction gains and losses for the years ended December 31, 2021, 2020 and 2019 were inconsequential.

Trade Receivables

All trade account receivables are reported net of allowances for credit losses. The allowance for credit losses represents the Company’s best estimate of the credit losses expected from our trade account receivables over the life of the underlying assets. Assets with similar risk characteristics are pooled together for determination of their current expected credit losses. The Company regularly performs detailed reviews of its pooled assets to evaluate the collectability of receivables based on a combination of past, current, and future financial and qualitative factors that may affect customers’ ability to pay. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations, a specific reserve is recorded against amounts due to reduce the recognized receivable to the amount reasonably expected to be collected.

Inventories

Inventories are generally stated at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method.

The carrying value of inventories acquired by the Company in its acquisitions reflects fair value at the date of acquisition as determined by the Company based on the replacement cost of raw materials, the sales price of the finished goods less an appropriate amount representing the expected profitability from selling efforts, and for work-in-process the sales price of the finished goods less an appropriate amount representing the expected profitability from selling efforts and costs to complete.

The Company periodically reviews its quantities of inventories on hand and compares these amounts to the expected usage of each particular product or product line. The Company records a charge to cost of sales for any amounts required to reduce the carrying value of inventories to its estimated net realizable value.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation.

Depreciation of property, plant and equipment, including finance leases, is provided using the straight-line method over the estimated useful life of the asset, as follows:

Buildings and improvements	7 to 45 years
Machinery and equipment	2 to 15 years
Finance lease	Life of lease

Leasehold improvements are depreciated on a straight-line basis over the estimated life of the asset or the life of the lease, if shorter.

Improvements and replacements are capitalized to the extent that they increase the useful economic life or increase the expected economic benefit of the underlying asset. Repairs and maintenance expenditures are charged to expense as incurred.

Lease Accounting Policy

Arrangements that are determined to be leases at inception are recognized in operating lease right of use (ROU) assets, current lease liabilities, and long-term lease liabilities in the consolidated balance sheet. Operating lease liabilities are recognized based on the present value of the future fixed lease payments over the lease term at lease commencement date. As the Company’s leases typically do not provide an implicit rate, the Company applies its incremental borrowing rate based on the economic environment at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease prepayments made and initial direct costs incurred and is reduced by lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases are recognized on a straight-line basis over the lease term.

Intangible Assets

Intangible assets represent product technology, patents, tradenames, trademarks, customer relationships, and in-process research and development (“IPR&D”). Product technology, patents and customer relationships are amortized on a straight-line basis over 4 to 29 years, which approximates the period of economic benefit. Trademarks, IPR&D and the majority of our trade names are considered indefinite-lived assets and are not being amortized. Amortization of the IPR&D asset will commence when the asset is placed into service. Intangibles are stated at fair value on the date of acquisition. Intangibles are stated net of accumulated amortization.

Goodwill

Goodwill represents the excess of the purchase price paid by the Company over the fair value of the net assets acquired in each of the Company’s acquisitions.

Impairment of Goodwill and Indefinite-Lived Intangible Assets

The Company conducts an annual impairment review of goodwill and indefinite-lived intangible assets in October of each year, unless events occur which trigger the need for an interim impairment review.

In connection with the Company’s annual impairment review, goodwill is assessed for impairment by comparing the fair value of the reporting unit to the carrying value. The Company’s measurement date is October 31st. The Company determines the fair value of its reporting units using the discounted cash flow model and, where appropriate, the Company also uses the market approach. The determination of the fair value using the discounted cash flow model requires management to make significant estimates and assumptions related to forecasts of future revenues, profit margins, and discount rates. The determination of the fair value using the market approach requires management to make significant assumptions related to earnings before interest, taxes, depreciation, amortization (EBITDA) multiples and revenue multiples. The Company estimates future cash flows based upon historical results and current market projections, discounted at a market comparable rate. An impairment loss would be recognized to the extent that a reporting unit’s carrying amount exceeded its deemed fair value. Refer to Note 7 for additional discussion of the Company’s annual impairment review.

For the Company's indefinite-lived intangible assets, mainly trademarks, the Company estimated the fair value first by estimating the total revenue attributable to the trademarks. Second, the Company estimated an appropriate royalty rate using the return on assets method by estimating the required financial return on our assets, excluding trademarks, less the overall return generated by our total asset base. The return as a percentage of revenue provides an indication of our royalty rate (between 1.0% and 2.0%). The Company compared the estimated fair value of our trademarks with the carrying value of the trademarks. Refer to Note 7 for additional discussion of the Company’s annual impairment review.

Preparation of forecasts of revenue and profitability growth for use in the long-range plan and the discount rate require significant use of judgment. Changes to the discount rate and the forecasted cash flows could affect the estimated fair value of one or more of the Company’s reporting units and intangible assets and could result in an impairment charge in a future period.

Impairment of Long-Lived Assets Other Than Goodwill and Indefinite-Lived Intangible Assets

Long-lived assets, including definite-lived intangible assets are reviewed for impairment when events or circumstances indicate that the carrying amount of a long-lived asset may not be recovered. Long-lived assets are considered to be impaired if the carrying amount of the asset exceeds the undiscounted future cash flows expected to be generated by the asset over its remaining useful life. If an asset is considered to be impaired, the impairment is measured by the amount by which the carrying amount of the asset exceeds its fair value, and is charged to results of operations at that time.

Held for Sale

Assets and liabilities to be disposed of by sale (“disposal groups”) are reclassified into “held for sale” if their carrying amounts are principally expected to be recovered through a sale transaction rather than through continuing use. The reclassification occurs when the disposal group is available for immediate sale and the sale is probable. These criteria are generally met when an agreement to sell exists, or management has committed to a plan to sell the assets within one year. Disposal groups are measured at the lower of carrying amount or fair value less costs to sell and are not depreciated or amortized. When the net realizable value of a disposal group increases during a period, a gain can be recognized to the extent that it does not increase the value of the disposal group beyond its original carrying value when the disposal group was reclassified as held for sale. The fair value of a disposal group, less any costs to sell, is assessed each reporting period it remains classified as held for sale and any remeasurement to the lower of carrying value or fair value less costs to sell is reported as an adjustment to the carrying value of the disposal group. Refer to Financial Note 3, “Acquisitions and Divestitures,” for more information.

Revenue Recognition

The Company recognizes revenue under the core principle of depicting the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied.

Our sales revenue for product sales is recognized based on a point in time model, when control transfers to our customers, which is generally when products are shipped from our manufacturing facilities or when delivered to the customer’s named location. Certain large distribution customers receive annual volume discounts, which are estimated at the time the sale is recorded based on the estimated annual sales. Product return reserves are accrued at the time of sale based on the historical relationship between shipments and returns and are recorded as a reduction of net sales. When the Company performs shipping and handling activities after the transfer of control to the customer (e.g., when control transfers prior to delivery), they are considered as fulfillment activities and, accordingly, the costs are accrued for when the related revenue is recognized. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. See Note 2 (Revenue Recognition) to the consolidated financial statements for further disclosures regarding revenue.

Shipping and Handling Costs

Shipping and handling costs associated with sales are classified as a component of cost of sales. Amounts collected from our customers for shipping and handling are recognized as revenue.

Warranty Costs

Estimated expenses related to product warranties are accrued at the time products are sold to customers. Estimates are established using historical information as to the nature, frequency, and average costs of warranty claims.

Self-Insurance

Certain exposures are self-insured up to pre-determined amounts, above which third-party insurance applies, including exposures for medical claims, workers’ compensation, vehicle insurance, product liability costs and general liability exposure. The accompanying balance sheets include reserves for the estimated costs associated with these self-insured risks, based on historic experience factors and management’s estimates for known and anticipated claims. A portion of medical insurance costs are offset by

charging employees a premium equivalent to group insurance rates. The costs of retained loss for the self-insurance programs, at each balance sheet date, have not been material in any period.

Research and Development

Research and development costs are expensed as incurred.

Advertising

Advertising costs are charged to selling, general and administrative expenses as incurred and amounted to approximately $6.0 million, $5.0 million and $6.6 million, for the years ended December 31, 2021, 2020 and 2019, respectively.

Income Taxes

The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. The Company evaluates the realizability of its net deferred tax assets and assesses the need for a valuation allowance on a quarterly basis. The future benefit to be derived from its deferred tax assets is dependent upon the Company’s ability to generate sufficient future taxable income to realize the assets. The Company records a valuation allowance to reduce its net deferred tax assets to the amount that may be more likely than not to be realized.

To the extent the Company establishes a valuation allowance on net deferred tax assets generated from operations, an expense will be recorded within the provision for income taxes. In periods subsequent to establishing a valuation allowance on net deferred assets from operations, if the Company were to determine that it would be able to realize its net deferred tax assets in excess of their net recorded amount, an adjustment to the valuation allowance would be recorded as a reduction to income tax expense in the period such determination was made.

We assess our income tax positions and record tax benefits for all years subject to examination, based upon our evaluation of the facts, circumstances and information available at the reporting date. For those tax positions for which it is more likely than not that a tax benefit will be sustained, we record the amount that has a greater than 50% likelihood of being realized upon settlement with the taxing authority that has full knowledge of all relevant information. Interest and penalties related to unrecognized tax benefits are recorded in income tax expense in the consolidated statement of operations and included in accruals and other long-term liabilities in the Company’s consolidated balance sheet, when applicable. If we do not believe that it is more likely than not that a tax benefit will be sustained, no tax benefit is recognized.

Changes in Accumulated Other Comprehensive Income (Loss) by Component

The following is a reconciliation of changes in Accumulated Other Comprehensive Income (Loss) for the periods presented:

	Gains and (Losses) on Cash Flow Hedges			Pension & Other Post Retirement Benefit Plans			Cumulative Foreign Currency Translation Adjustment			Total
Accumulated other comprehensive income/(loss) by component, January 1, 2019	$	(6.6	)	$	(0.2	)	$	(64.8	)	$	(71.6	)
Change in fair value of interest rate swap, net of tax		(9.9	)		—			—			(9.9	)
Pension adjustments, net of tax		—			(1.4	)		—			(1.4	)
Reclassification of pension adjustments, net of tax		—			0.1			—			0.1
Foreign currency translation adjustments		—			—			(26.9	)		(26.9	)
Change in fair value of net investment hedge, net of tax		—			—			19.8			19.8
Net current-period other comprehensive income/(loss)		(9.9	)		(1.3	)		(7.1	)		(18.3	)
Accumulated other comprehensive income/(loss) by component, December 31, 2019	$	(16.5	)	$	(1.5	)	$	(71.9	)	$	(89.9	)
Change in fair value of interest rate swap, net of tax		(11.9	)		—			—			(11.9	)
Reclassification of interest rate swap to income, net of tax		6.9			—			—			6.9
Pension adjustments, net of tax		—			(2.6	)		—			(2.6	)
Reclassification of pension adjustments, net of tax		—			0.4			—			0.4
Foreign currency translation adjustments		—			—			87.0			87.0
Change in fair value of net investment hedge, net of tax		—			—			31.2			31.2
Net current-period other comprehensive income/(loss)		(5.0	)		(2.2	)		118.2			111.0
Accumulated other comprehensive income/(loss) by component, December 31, 2020	$	(21.5	)	$	(3.7	)	$	46.3		$	21.1
Reclassification of interest rate swap to income, net of tax		21.5			—			—			21.5
Pension & other post retirement benefit obligation adjustment, net of tax		—			3.3			—			3.3
Reclassification of pension adjustments, net of tax		—			0.6			—			0.6
Foreign currency translation adjustments		—			—			(57.5	)		(57.5	)
Net current-period other comprehensive income/(loss)		21.5			3.9			(57.5	)		(32.1	)
Accumulated other comprehensive income/(loss) by component, December 31, 2021	$	-		$	0.2		$	(11.2	)	$	(11.0	)

Recent Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes. The ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles of Topic 740, and clarifies and amends existing guidance to improve consistent application. This ASU becomes effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company adopted the standard as of January 1, 2021 with no material impact on the Company's consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). This ASU provides relief from certain accounting consequences that could result from the global markets’ anticipated transition away from the use of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The relief provided by this ASU is elective and applies to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The optional amendments are effective as of March 12, 2020 through December 31, 2022. The Company has not applied any optional expedients and exceptions to date, and will continue to evaluate the impact of the guidance and whether it will apply the optional expedients and exceptions.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends the accounting related to contract assets and liabilities acquired in business combinations. Under current GAAP, an entity generally recognizes assets and liabilities acquired in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU 2021-08 requires that entities recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and should be applied prospectively to business combinations occurring on or after the effective date of the amendment. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this new guidance on the consolidated financial statements.
  

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Revenue Recognition

12 Months Ended

Dec. 31, 2021

Revenue From Contract With Customer [Abstract]

Revenue Recognition

2. Revenue Recognition

We sell our products through three primary commercial channels: original equipment manufacturers (OEMs), industrial distributors and direct to end users. Each of our segments sells similar products, which are balanced across end-user industries including, without limitation, energy, food processing, general industrial, material handling, mining, transportation, industrial automation, robotics, medical devices, and turf & garden.

As the Company’s standard payment terms are less than one year, the Company has elected the practical expedient under Accounting Standards Codification (“ASC”) 606-10-32-18 to not assess whether a contract has a significant financing component. Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment from the Company’s manufacturing site or delivery to the customer’s named location. In determining whether control has transferred, the Company considers if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer. In certain circumstances, the Company manufactures customized product without alternative use for its customers, which would generally result in the transfer of control over time. The Company has evaluated the amount of revenue subject to recognition over time and concluded that it is immaterial.

The following table disaggregates our revenue for each reportable segment. The Company believes that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

	Years Ended December 31,
	2021			2020			2019
Net Sales:
Power Transmission Technologies	$	924.8		$	818.6		$	907.7
Automation & Specialty		979.0			911.8			931.0
Inter-segment eliminations		(4.0	)		(4.4	)		(4.6	)
Net sales	$	1,899.8		$	1,726.0		$	1,834.1

Net sales by geographic region based on point of shipment origin are as follows:

	Net Sales
	Years Ended December 31,
	2021		2020		2019
North America (primarily U.S.)	$	1,018.3	$	914.9	$	1,036.5
Europe excluding Germany		341.9		289.3		307.7
Germany		200.0		185.8		222.7
China		222.9		222.5		159.6
Asia and other (excluding China)		116.7		113.5		107.6
Total	$	1,899.8	$	1,726.0	$	1,834.1

The payment terms and conditions in our customer contracts vary. In some cases, customers will partially prepay for their goods; in other cases, after appropriate credit evaluations, payment will be due in arrears. In addition, there are constraints that cause variability in the ultimate consideration to be recognized. These constraints typically include early payment discounts, volume rebates, rights of return, surcharges, and other customer consolidation.

Payments received from customers are recorded as accounts receivable when an unconditional right to the consideration exists. A contract asset is recognized when the Company satisfies a performance obligation by transferring a promised good to the customer before consideration is due. A contract liability is recognized when consideration is received from a customer prior to the Company satisfying the related performance obligation. Contract assets and contract liabilities are recognized in other current assets and other current liabilities, respectively, in the Company’s consolidated balance sheets.

The Company had inconsequential contract assets for the year to date periods ended December 31, 2021 and December 31, 2020, respectively. The opening and closing balances of the Company’s current contract liabilities as of the year to date periods ended December 31, 2021 and December 31, 2020 are as follows:

	Years Ended December 31,
	2021		2020
Beginning balance	$	10.3	$	8.4
Closing balance		13.5		10.3
Increase	$	3.2	$	1.9

In the twelve-month period ended December 31, 2021 and December 31, 2020, respectively, all outstanding revenue has been recognized related to our contract liabilities at the beginning of the related period.

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Acquisitions and Divestitures

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Acquisitions and Divestitures

3. Acquisitions and Divestitures

The following business combination and divestiture activity took place during the year ended December 31, 2021:

Nook Industries Acquisition

On December 31, 2021, the Company acquired all of the issued and outstanding equity interests of Nook Industries, LLC ("Nook"), a leader in the U.S. engineered linear motion industry. The acquisition expands the Company's current portfolio of linear product offerings. The acquisition is being accounted for as a business combination using the acquisition method of accounting and the results have been consolidated into the Company's Automation & Specialty ("A&S") segment.

The aggregate purchase price of approximately $138.5 million, inclusive of certain post-closing adjustments but subject to others, consisted of $125.2 million of cash transferred, net of $5.1 million of cash acquired, and a noncontingent purchase price holdback of $8.2 million. The purchase price holdback was recorded in accruals and other current liabilities at December 31, 2021 and was released in January 2022. The Company borrowed $130.0 million under its Revolving Credit Facility to finance the transaction.

The fair value of all the acquired identifiable assets and liabilities summarized below are based on preliminary valuations and are subject to change as the Company obtains additional information during the acquisition measurement period. The purchase price allocation as of the acquisition date is as follows:

	At Acquisition Date
Total cash consideration	$	130.3
Purchase price holdback		8.2
Fair value of consideration transferred		138.5
Recognized identifiable assets acquired and liabilities    assumed:
Cash and cash equivalents		5.1
Receivables		3.7
Inventory		10.8
Prepaids and other current assets		0.4
Property, plant and equipment		12.8
Deferred tax asset		0.9
Other non-current assets		5.0
Intangibles		55.1
Accounts payable		(2.9	)
Accrued payroll		(0.7	)
Accrued expenses and other current liabilities		(2.7	)
Other long term liability		(4.6	)
Total identifiable net assets acquired		82.9
Goodwill	$	55.6

The excess of the purchase price over the fair value of the net assets acquired was recorded as goodwill, which is deductible for income tax purposes in the United States. The goodwill in this acquisition is attributable to the Company’s expectation to achieve synergies, such as the ability to cross-sell product, and the ability to optimize the cost structure.

Intangible assets acquired consist of:
Customer relationships	$	54.0
Trade name		1.1
Total intangible assets	$	55.1

Customer relationships and trade name are subject to amortization, and will be recognized on a straight-line basis over the estimated useful lives of 18 years and 4 years, respectively, which represents the anticipated period over which the Company estimates it will benefit from the acquired assets.

The following table sets forth the unaudited pro forma results of operations of the Company for the years ended December 31, 2021 and December 31, 2020 as if the Company had acquired Nook on January 1, 2020. The pro forma information contains the actual operating results of the Company and the Nook business, adjusted to include the pro forma impact of (i) additional depreciation expense as a result of estimated depreciation based on the fair value of fixed assets; (ii) additional expense as a result of the estimated amortization of identifiable intangible assets; (iii) additional interest expense associated with the borrowings used to finance the acquisition and (iv) inventory fair value adjustment. These pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition occurred at the beginning of the period or that may be obtained in the future.

	Pro forma (unaudited)
	Years Ended December 31,
	2021		2020
Total revenues	$	1,940.6	$	1,764.1
Net income (loss)		31.0		(30.0	)
Basic earnings per share	$	0.48	$	(0.46	)
Diluted earnings per share	$	0.47	$	(0.46	)

JVS Divestiture

In the fourth quarter of 2021, we committed to a plan to sell our JVS business within our Automation & Specialty reporting segment in an effort to exit the heavy-duty trucks and transportation industry. On February 8, 2022, we entered into a purchase and sale agreement with Cummins Inc (the "Buyer"). The sale, which is expected to be completed in 2022, is subject to antitrust and regulatory approval requirements, as well as other customary closing conditions. The Company determined the criteria to be classified as held for sale were met and the assets and liabilities were presented as held for sale in the Consolidated Balance Sheets and measured at the lower of carrying value or fair value less cost to sell until the transaction is completed. The Company determined that the disposal group classified as held for sale does not meet the criteria for classification as discontinued operations as the disposal is not considered a strategic shift that has a major effect on the Company’s operations and financial results. The JVS business is not a significant disposal based on its quantitative and qualitative evaluation.

Before measuring the fair value less costs to sell of the disposal group as a whole, the Company first reviewed individual assets and liabilities to determine if any fair value adjustments were required and concluded no individual asset impairments were required. Then, based on the purchase and sale agreement entered into by the Company and the Buyer, the Company determined the fair value of the disposal group to be equal to the selling price, less costs to sell. Based on this review, the Company recorded a non-cash goodwill impairment charge of $60.0 million as the sale was considered to be a triggering event to evaluate goodwill impairment for the JVS reporting unit. Additionally, the Company recorded an asset held for sale impairment charge of $82.4 million, for a total impairment charge of $142.4 million in 2021.

The assets and liabilities of the JVS business classified as held for sale at December 31, 2021 were as follows:

	December 31,2021
Assets
Current Assets
Trade receivables	$	11.3
Inventories		16.3
Prepaid expenses and other current assets		2.3
Property, plant and equipment, net		64.6
Goodwill		—
Intangible assets, net		364.5
Other assets		0.7
Impairment on carrying value (1)		(82.4	)
Total assets held for sale	$	377.3
Liabilities
Current Liabilities
Accounts payable	$	20.8
Other current liabilities		9.8
Deferred tax liabilities		22.3
Other liabilities		0.1
Total liabilities held for sale	$	53.0
(1) Includes the effect of approximately $10.8 million of favorable cumulative foreign currency translation adjustment and accumulated other post retirement benefit obligation gains.

The following business combination activity took place during the year ended December 31, 2018:

Automation & Specialty Acquisition

On October 1, 2018, the Company and Fortive Corporation (“Fortive”) consummated the combination (the “Fortive Transaction”) of Altra with four operating companies from Fortive’s Automation & Specialty platform (the “A&S Business”), and as a result, the consolidated financial statements reflect the A&S Business’s results of operations from October 1, 2018 onward.

The A&S Business, consisting of four key brands, Kollmorgen, Portescap, Thomson and Jacobs Vehicle Systems, designs, manufactures, markets and sells electromechanical and electronic motion control products, including standard and custom motors, drives and controls; linear motion systems, ball screws, linear bearings, clutches/brakes, linear actuators and mechanical components; and through Jacobs Vehicle Systems, supplemental braking systems for commercial vehicles.

As of December 31, 2019, the allocation of the purchase price of the A&S Business was complete. The Company recorded $29.5 million of purchase price adjustments and certain measurement period adjustments for the year to date period ended December

31, 2019 resulting in an increase to goodwill in the amount of $47.5 million. The purchase price allocation below includes such adjustments.

	At Acquisition Date			Measurement Period Adjustments			At Acquisition Date (As Adjusted)
Consideration transferred:
Total cash consideration	$	1,003.4		$	—		$	1,003.4
Total equity consideration		1,458.7			—			1,458.7
A&S acquisition purchase price adjustment		—			29.5			29.5
Fair value of consideration transferred	$	2,462.1		$	29.5		$	2,491.6
Recognized identifiable assets acquired and liabilities    assumed:
Cash: less cash on A&S balance sheet at 10/1/2018		54.1			(0.6	)		53.5
Receivables		129.7			(0.8	)		128.9
Inventory		89.1			(3.8	)		85.3
Prepaids and other current assets		6.9			(0.2	)		6.7
Property, plant and equipment		178.3			(1.3	)		177.0
Intangibles		1,454.0			—			1,454.0
Other non-current assets		7.9			(0.4	)		7.5
Accounts payable		(98.9	)		0.8			(98.1	)
Accrued payroll		(15.2	)		0.5			(14.7	)
Accrued expenses and other current liabilities		(33.7	)		(0.4	)		(34.1	)
Pension liability and other post employment    benefits		(12.0	)		(0.3	)		(12.3	)
Deferred tax liability		(355.7	)		(11.2	)		(366.9	)
Other long term liability		(2.6	)		(0.3	)		(2.9	)
Senior unsecured notes assumed		(400.0	)		—			(400.0	)
Total identifiable net assets assumed		1,001.9			(18.0	)		983.9
Goodwill	$	1,460.2		$	47.5		$	1,507.7

The excess of the purchase price over the fair value of the net assets acquired was recorded as goodwill, which is not deductible for income tax purposes in the United States. The goodwill in this acquisition is attributable to the Company’s expectation to achieve synergies, such as facility consolidations, global procurement efficiencies, the ability to cross-sell product, and the ability to penetrate certain geographic areas.

Intangible assets acquired consist of:
Customer relationships	$	1,025.0
Trade names and trademarks		209.0
Technology		204.0
In-process research and development ("IPR&D")		16.0
Total intangible assets	$	1,454.0

Customer relationships and technology are subject to amortization, and will be recognized on a straight-line basis over the estimated useful lives of 22 – 29 years and 7-10 years, respectively, which represents the anticipated period over which the Company estimates it will benefit from the acquired assets. The tradenames and trademarks are considered to have an indefinite life and will not be amortized.

The major acquired technology IPR&D relates to the next generation of valvetrain technologies at the JVS business, which focus on improving engine brake performance, improving fuel efficiency and meeting future worldwide emissions regulations. The IPR&D projects are not currently amortized and will be reviewed for impairment at least annually and amortization will commence when the assets are placed into service. There was no evidence of impairment to IPR&D as of December 31, 2020. As of December 31, 2021, the acquired IPR&D was reclassified as held for sale in connection with the plan to sell the JVS business.

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Lease Accounting

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Lease Accounting

4. Lease Accounting

We lease property and equipment under finance and operating leases. At December 31, 2021, the Company’s right-of-use (“ROU”) assets and lease liabilities for operating and finance leases totaled approximately $50.1 and $52.0 million, respectively. At December 31, 2020, the Company’s ROU assets and lease liabilities for operating and finance leases totaled approximately $41.3 and $43.4 million, respectively. Finance lease ROU assets are included in non-current other assets and finance lease liabilities are included in current and non-current other liabilities on the Company’s consolidated balance sheets.

Quantitative information regarding the Company’s leases is as follows:

	Years Ended December 31,
	2021		2020
Lease cost(1):
Operating lease cost		16.1		14.2
Short-term lease cost		0.4		0.3
Total lease cost	$	16.5	$	14.5

(1)Finance lease costs and variable lease costs are immaterial to the Company. The Company does not have lease or sub-lease income.

Maturities of Lease Liabilities	Operating Leases			Finance Leases
2022	$	15.8		$	0.1
2023		12.8			—
2024		9.0			—
2025		6.2			—
2026		4.1			—
After 2026		9.1			—
Total lease payments		57.0			0.1
Less interest		(5.1	)		—
Present value of lease liabilities	$	51.9		$	0.1

	Years Ended December 31,
	2021			2020
Other Information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	—		$	—
Operating cash flows from operating leases	$	16.4		$	14.6
Financing cash flows from finance leases	$	—		$	—
Weighted average remaining lease term - finance leases (in years)		1.29			1.83
Weighted average remaining lease term - operating leases (in years)		5.03			3.53
Average discount rate - finance leases		5.07	%		5.50	%
Average discount rate - operating leases		3.52	%		3.56	%

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Inventories

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Inventories

5. Inventories

Inventories consisted of the following:

	Years Ended December 31,
	2021		2020
Raw materials	$	124.1	$	95.2
Work in process		26.7		22.1
Finished goods		117.0		93.1
	$	267.8	$	210.4

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Property, Plant and Equipment

12 Months Ended

Dec. 31, 2021

Property Plant And Equipment [Abstract]

Property, Plant and Equipment

6. Property, Plant and Equipment

Property, plant and equipment consisted of the following:

	Years Ended December 31,
	2021			2020
Land	$	40.6		$	44.6
Buildings and improvements		141.3			149.7
Machinery and equipment		419.4			466.8
		601.3			661.1
Less-Accumulated depreciation		(325.5	)		(316.9	)
	$	275.8		$	344.2

The Company recorded $51.9 million, $57.8 million and $58.0 million of depreciation expense in the years ended December 31, 2021, 2020, and 2019, respectively.

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Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

7. Goodwill and Intangible Assets

In connection with the Company’s annual impairment review, goodwill is assessed for impairment by comparing the fair value of the reporting unit to the carrying value. As of the annual impairment review, which was as of October 31, 2021, the fair value of the Thomson reporting unit exceeded its carrying value by less than 10%. Due to the timing of the Nook acquisition, which closed on December 31, 2021, the acquired goodwill at Nook was not considered in the annual impairment review. Excluding the acquired goodwill related to the acquisition of Nook, the goodwill balance at the Thomson reporting unit was $443.4 million, out of a total goodwill balance of $1.6 billion as of December 31, 2021. All other reporting units have fair values that exceed their carrying value by 10% or more.

During the first quarter of 2020, the Company considered the economic impact of the COVID-19 pandemic to be a triggering event for the JVS reporting unit and, as a result, the Company performed an interim impairment review. As a result of both the COVID-19 related economic downturn and its impact on JVS’s anticipated financial results, the Company concluded that it was more likely than not that the JVS reporting unit’s carrying value exceeded its fair value and performed an interim impairment review for both JVS’s goodwill and tradename intangible asset. As a result of the interim impairment testing performed, the Company recorded non-cash impairment charges of $8.4 million and $139.1 million for indefinite-lived intangible assets and goodwill, respectively, at March 31, 2020.

The changes in the carrying value of goodwill by segment for the years ended December 31, 2021 and 2020 are as follows:

	Power Transmission Technologies			Automation & Specialty			Total
Goodwill	$	441.9		$	1,284.8		$	1,726.7
Accumulated impairment loss		(31.8	)		—			(31.8	)
Balance January 1, 2020	$	410.1		$	1,284.8		$	1,694.9
Impact of changes in foreign currency and other		10.5			29.7			40.2
Goodwill impairment charge		—			(139.1	)		(139.1	)
Balance December 31, 2020		420.6			1,175.4			1,596.0
Impact of changes in foreign currency and other		(9.6	)		(18.0	)		(27.6	)
Acquired goodwill related to the acquisition of Nook Industries		—			55.6			55.6
Other (1)		—			(60.0	)		(60.0	)
Balance December 31, 2021	$	411.0		$	1,153.0		$	1,564.0
(1) Reflects the goodwill of the JVS reporting unit, which is the disposal group classified as held for sale in 2021. Refer to Note 3 for further information.

The following table provides the gross carrying value and accumulated amortization for each major class of intangible asset:

	December 31, 2021						December 31, 2020
	Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net
Other intangible assets
Intangible assets not subject to amortization:
Tradenames and trademarks	$	212.2	$	—	$	212.2	$	259.7	$	—	$	259.7
In-process research and development		—		—		—		16.0		—		16.0
Intangible assets subject to amortization:
Customer relationships		960.2		206.4		753.8		1,220.2		195.0		1,025.2
Product technology and patents		141.4		50.2		91.2		211.2		52.5		158.7
Total intangible assets	$	1,313.8	$	256.6	$	1,057.2	$	1,707.1	$	247.5	$	1,459.6

Changes in our gross intangible assets from December 31, 2020 to December 31, 2021 were primarily the result of the JVS disposal group being classified as held for sale, as well as current year amortization and foreign currency translation effects.

The Company recorded $70.4 million, $69.8 million, and $70.4 million of amortization for the years ended December 31, 2021, 2020 and 2019, respectively.

Customer relationships, product technology and patents are amortized over their useful lives ranging from 4 to 29 years. The weighted average estimated useful life of intangible assets subject to amortization is approximately 14 years.

The estimated amortization expense for intangible assets is approximately $56.8 million in 2022, $55.7 million in 2023, $55.3 million in 2024, $54.9 million in 2025, $53.9 million in 2026, and $568.4 million thereafter. The estimated future amortization excludes the amortization of the JVS intangible assets as a result of the JVS disposal group being classified as held for sale.

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Warranty Costs

12 Months Ended

Dec. 31, 2021

Guarantees [Abstract]

Warranty Costs

8. Warranty Costs

The contractual warranty period of the Company’s products generally ranges from three months to two years with certain warranties extending for longer periods. Estimated expenses related to product warranties are accrued at the time products are sold to customers and are recorded in accruals and other current liabilities on the consolidated balance sheet. Estimates are established using historical information as to the nature, frequency and average costs of warranty claims. Changes in the carrying amount of accrued product warranty costs for each of the years ended December 31, 2021, 2020 and 2019 are as follows:

	Years Ended December 31,
	2021			2020			2019
Balance at beginning of year	$	9.6		$	10.0		$	9.4
Accrued current period warranty expense		3.7			3.5			4.0
Payments and adjustments		(5.0	)		(3.9	)		(3.4	)
Balance at end of year	$	8.3		$	9.6		$	10.0

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Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

9. Income Taxes

Income before income taxes by domestic and foreign locations consists of the following:

	Years Ended December 31,
	2021			2020			2019
Domestic	$	(143.8	)	$	(38.1	)	$	39.6
Foreign		151.6			42.1			108.6
Total	$	7.8		$	4.0		$	148.2

The components of the provision for income taxes consist of the following:

	Years Ended December 31,
	2021			2020			2019
Current:
Federal	$	18.8		$	14.5		$	16.6
State		3.8			2.2			4.6
Non-U.S.		39.6			41.1			32.9
		62.2			57.8			54.1
Deferred:
Federal		(70.8	)		(15.3	)		(6.7	)
State		(6.1	)		(2.1	)		(5.2	)
Non-U.S.		(5.2	)		(10.9	)		(21.2	)
		(82.1	)		(28.3	)		(33.1	)
(Benefit)/Provision for income taxes	$	(19.9	)	$	29.5		$	21.0

A reconciliation from tax at the U.S. federal statutory rate to the Company’s provision for income taxes is as follows:

	Years Ended December 31,
	2021			2020			2019
Tax at U.S. federal income tax rate	$	1.7		$	0.9		$	31.1
State taxes, net of federal income tax effect		0.7			0.3			1.8
Other changes in tax rate		(0.2	)		(0.2	)		(10.6	)
Outside basis difference		(11.5	)		—			—
Foreign taxes		2.3			3.9			0.7
Global intangible low-taxed income		0.8			(2.1	)		1.3
Valuation allowance		0.5			0.5			0.1
Tax credits and incentives		(2.0	)		(2.5	)		(2.6	)
Impairment charges		(14.5	)		29.0			—
Other		2.3			(0.3	)		(0.8	)
(Benefit)/Provision for income taxes	$	(19.9	)	$	29.5		$	21.0

The Company and its subsidiaries file a consolidated federal income tax return in the United States, as well as consolidated and separate income tax returns in various states. The Company and its subsidiaries also file consolidated and separate income tax returns in various non U.S. jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities in all of these jurisdictions. With the exception of certain foreign jurisdictions, the Company is no longer subject to income tax examinations for the tax years prior to 2018. Additionally, the Company has indemnification agreements with the sellers of the Nook, A&S Business, Guardian, Svendborg, Lamiflex, Bauer, and Stromag entities that may provide for reimbursement to the Company for payments made in satisfaction of income tax liabilities relating to pre-acquisition periods.

The Company does not have any material unrecognized tax benefits for the years ended December 31, 2021, 2020 and 2019. Interest and penalties related to unrecognized tax benefits are recognized in income tax expense, if applicable.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows:

	Years Ended December 31,
	2021			2020
Deferred tax assets:
Post-retirement obligations	$	5.7		$	6.2
Tax credits		1.8			1.8
Expenses not currently deductible		28.7			28.5
Net operating loss carryover		6.0			5.9
Debt and derivative instruments		8.6			2.2
Operating lease liabilities		12.1			9.2
Other		15.2			3.2
Total deferred tax assets		78.1			57.0
Valuation allowance for deferred tax assets		(4.3	)		(4.8	)
Net deferred tax assets		73.8			52.2
Deferred tax liabilities:
Property, plant and equipment		35.7			38.1
Intangible assets		256.6			343.4
Goodwill		9.9			9.5
Operating lease right of use asset		11.6			8.8
Other		8.2			7.1
Total deferred liabilities		322.0			406.9
Net deferred tax liabilities	$	248.2		$	354.7

On December 31, 2021 the Company had state net operating loss (NOL) carry forwards of $13.3 million, which expire between 2025 and 2038, and non U.S. NOL and capital loss carryforwards of $19.6 million, of which substantially all have an unlimited carryforward period. The NOL carryforwards available are subject to limitations on their annual usage. The Company also has federal and state tax credits of $1.7 million available to reduce future income taxes that expire between 2021 and 2035.

Valuation allowances are established for deferred tax assets when management believes it is more likely than not that the associated benefit may not be realized. The Company periodically reviews the adequacy of its valuation allowances and recognizes tax benefits only as reassessments indicate that it is more likely than not the benefits will be realized. Valuation allowances have been established due to the uncertainty of realizing the benefits of certain net operating losses, capital loss carryforwards, tax credits, and other tax attributes. The valuation allowances are primarily related to certain non-U.S. NOL carryforwards, capital loss carryforwards, and U.S. federal foreign tax credits.

As of December 31, 2021, the Company has approximately $239.6 million of undistributed earnings in its foreign subsidiaries. During the fourth quarter of 2021, the Company determined that approximately $208.5 million of these earnings are no longer considered permanently reinvested. The incremental tax cost to repatriate these earnings to the US is immaterial. The Company has not provided deferred taxes on approximately $31.1 million of undistributed earnings from non-U.S. subsidiaries as of December 31, 2021 which are indefinitely reinvested in operations. As a result of the multiple avenues to repatriate earnings to minimize the tax cost, and further given that a large portion of these earnings are not liquid, it is not practical to determine the income tax liability that would be payable if such earnings were not reinvested indefinitely.

In March 2020, in response to the impact of the COVID-19 pandemic in the U.S. and across the globe, the United States Congress passed the Coronavirus Aid, Relief and Economic Security (CARES) Act. In December 2020, Congress passed a second relief package, the Consolidated Appropriations Act, 2021. The enactment period impacts to the Company were immaterial to income tax expense.

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Pension and Other Employee Benefits

12 Months Ended

Dec. 31, 2021

Compensation And Retirement Disclosure [Abstract]

Pension and Other Employee Benefits

10. Pension and Other Employee Benefits

Defined Benefit (Pension)

The Company sponsors various defined benefit (pension) plans for certain active employees.

The following tables represent the reconciliation of the benefit obligation, fair value of plan assets and funded status of the respective defined benefit (pension) plans as of December 31, 2021, 2020 and 2019:

	Year Ended December 31,
	2021			2020			2019
Change in benefit obligation:
Obligation at beginning of year	$	48.3		$	42.2		$	63.2
Acquired benefit obligation		—			—			—
Service cost		0.7			0.7			0.5
Interest cost		0.2			0.3			0.6
Contributions		0.2			0.2			0.2
Settlement transfer to third party (1)		—			—			(19.4	)
Actuarial (gains) losses		(0.6	)		2.4			(0.4	)
Amendments		(0.7	)		0.9			(0.7	)
Foreign exchange effect		(2.7	)		4.0			(0.2	)
Benefits paid		(2.2	)		(2.4	)		(1.6	)
Obligation at end of year	$	43.2		$	48.3		$	42.2
Change in plan assets:
Fair value of plan assets, beginning of year	$	12.9		$	11.4		$	31.2
Settlement transfer to third party (1)		—			—			(19.4	)
Actual return on plan assets		1.2			0.6			(0.7	)
Contributions		0.5			0.6			0.5
Foreign exchange effect		(0.5	)		1.1			0.2
Benefits paid		(0.8	)		(0.8	)		(0.4	)
Fair value of plan assets, end of year	$	13.3		$	12.9		$	11.4
Unfunded status		29.9			35.4			30.8
Amounts recognized in the balance sheet consist of:
Total non-current liabilities	$	29.9		$	35.4		$	30.8

(1) For the year ended December 31, 2019, represents settlement transfer to a third party for $19.4 million related to the Company's Swiss Plan

For the pension plan presented above, the accumulated and projected benefit obligations exceed the fair value of plan assets.

Certain, primarily unionized, employees are entitled to limited grandfathered postretirement benefits (medical, dental, and life insurance coverage). The accumulated benefit obligation for the post-retirement benefit plans, which are not funded, at December 31, 2021, 2020 and 2019 are $4.2 million, $6.0 million and $5.9 million respectively. The balances are included within other long-term liabilities on the consolidated balance sheet. The Company recorded an inconsequential amount of income for of the years ended December 31, 2021, 2020 and 2019. The Company recorded a gain in AOCIL during the year ended December 31, 2021 of $1.7 million ($1.3 million net of tax).

The key economic assumptions used in the computation of the respective benefit obligations at December 31, 2021, 2020 and 2019, presented below are as follows:

	Non-US Pension Benefits
	2021			2020			2019
Discount rate		0.67	%		0.61	%		1.10	%
Rate of compensation increase		2.02	%		2.10	%		2.01	%

The following table represents the components of the net periodic benefit cost associated with the respective plans:

	Pension Benefits
	Non-US Plans
	Years Ended December 31,
	2021			2020			2019
Service cost	$	0.7		$	0.7		$	0.5
Interest cost		0.2			0.3			0.6
Expected return on plan assets		(0.4	)		(0.5	)		(1.1	)
Amortization of actuarial losses and prior year service costs		0.6			0.4			0.1
Net periodic benefit cost	$	1.1		$	0.9		$	0.1

The key economic assumptions used in the computation of the respective net periodic benefit cost for the periods presented above are as follows:

	Pension Benefits
	Non-US Plan
	Years Ended December 31,
	2021			2020			2019
Discount rate		2.66	%		1.86	%		0.91	%
Rate of compensation increase		2.60	%		2.63	%		1.75	%
Expected return on plan assets		3.40	%		3.70	%		3.75	%

The expected long-term rate of return represents the average rate of earnings expected on the funds invested or to be invested to provide for the benefits included in the benefit obligation. The assumption reflects expectations regarding future rates of return for the investment portfolio, with consideration given to the distribution of investments by asset class and historical rates of return for each individual asset class.

Amounts recognized in accumulated other comprehensive income (loss) as of December 31, 2021, 2020 and 2019 consist of the following:

	Years Ended December 31,
	2021			2020			2019
Unrecognized actuarial (loss) gain	$	(2.1	)	$	(4.2	)	$	(2.1	)
Unrecognized prior service credit		1.0			0.5			0.6
Accumulated other comprehensive (loss) income (net of $0.8 million, $1.0 million and $0.6 million of tax benefit, respectively)	$	(1.1	)	$	(3.7	)	$	(1.5	)

The unrecognized prior service cost included in accumulated other compressive income (loss) and expected to be recognized in net periodic pension cost during the year ending December 31, 2022 is $0.1 million (net of $0.0 million tax). The actuarial losses included in accumulated other comprehensive income (loss) and expected to be recognized in net periodic pension cost during the year ending December 31, 2022 is $0.2 million (net of $0.1 million of tax).

Other changes recognized in other comprehensive income (loss) in the years ended December 31, 2021, 2020 and 2019 were as follows:

	Years Ended December 31,
	2021		2020			2019
Incurred net actuarial (loss) gain	$	1.3	$	(2.6	)	$	(1.4	)
Amortization of prior service credit		—		(0.1	)		(0.1	)
Amortization of net actuarial (loss) gain		0.6		0.5			0.2
Settlement recognition of net actuarial (loss)		0.7		—			—
Total recognized in accumulated other comprehensive (loss) income (net of ($0.6 million), $0.5 million and $0.8 million) of tax (loss)/benefit, respectively)	$	2.6	$	(2.2	)	$	(1.3	)

Fair Value of Plan Assets

The fair value of the Company’s pension plan assets at December 31, 2021, 2020 and 2019 by asset category is as follows:

	Years Ended December 31,
	2021		2020		2019
Asset Category:
Cash and cash equivalents (Level 1)	$	1.0	$	0.8	$	0.8
Fixed income (Level 1)		3.8		3.8		3.5
Investment grade (Level 2)		4.3		4.4		3.9
Other private investments (Level 3)		4.2		3.9		3.2
Total assets at fair value	$	13.3	$	12.9	$	11.4

The investment strategy is to achieve a rate of return on the plan’s assets that meets the performance of liabilities as calculated using a bank’s liability index with appropriate adjustments for benefit payments, service cost and actuarial assumption changes. A determinant of the plan’s return is the asset allocation policy. The plan’s asset mix will be reviewed by the Company periodically, but at least quarterly, to rebalance within the target guidelines. The Company will also periodically review investment managers to determine if the respective manager has performed satisfactorily when compared to the defined objectives, similar invested portfolios and specific market indices.

Expected cash flows

The following table provides the amounts of expected benefit payments, which are made from the plans’ assets and includes the participants’ share of the costs, which is funded by participant contributions. The amounts in the table are actuarially determined and reflect the Company’s best estimate given its current knowledge; actual amounts could be materially different.

	Pension Benefits
Expected benefit payments (from plan assets)
2022	$	2.3
2023		2.0
2024		2.5
2025		2.1
2026		1.9
Thereafter		9.4

The Company has no minimum cash funding requirements associated with its pension plans for years 2022 through 2026.

Defined Contribution Plans

Under the terms of the Company’s defined contribution plans, eligible employees may contribute up to 75% percent of their eligible compensation to the plan on a pre-tax basis, subject to annual IRS limitations. The Company makes matching contributions equal to half of the first six percent of eligible compensation contributed by each employee and made a unilateral contribution (including for non-contributing employees). The Company’s expense associated with the defined contribution plans was $11.8 million, $11.4 million and $10.0 million during the years ended December 31, 2021, 2020 and 2019, respectively.

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Long-Term Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Long-Term Debt

11. Long-Term Debt

	Years Ended December 31,
	2021			2020
Debt:
Term loan	$	400.0		$	1,030.0
Revolver		605.0			—
Notes		400.0			400.0
Mortgages and other		9.2			12.9
Finance leases		0.1			0.3
Total gross debt		1,414.3			1,443.2
Less: debt discount and deferred financing costs		(2.2	)		(18.5	)
Total debt, net of debt discount and deferred financing costs		1,412.1			1,424.7
Less current portion of long-term debt		(11.1	)		(16.6	)
Total long-term debt	$	1,401.0		$	1,408.1

2021 Credit Agreement

On November 17, 2021, the Company entered into a new Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for a five-year term loan in an aggregate principal amount of $400.0 million (the “Term Loan Facility”) and a five-year revolving credit facility in an aggregate committed principal amount of $1.0 billion (the “Revolving Credit Facility” and together with the Term Loan Facility, the “Credit Facilities”). The Company immediately provided notice to the administrative agent of the Credit Agreement to draw down $480.0 million under the Revolving Credit Facility. The aggregate proceeds of $880.0 million under the Credit Facilities were used to repay in full and extinguish all outstanding indebtedness for borrowed money under the 2018 Credit Agreement. The remaining availability under the Revolving Credit Facility will be used for working capital and general corporate purposes.

The Credit Facilities are guaranteed on a senior secured basis by certain direct and indirect domestic subsidiaries of the Company (each a “Guarantor” and collectively the “Guarantors”; the Guarantors collectively with the Borrowers, the “Loan Parties”).

The stated maturity date of the Credit Facilities is November 17, 2026, and there are scheduled quarterly principal payments due on the outstanding amount on the Term Loan Facility. The amounts available under the Revolving Credit Facility may be drawn upon in accordance with the terms of the Credit Agreement. All amounts outstanding under the Credit Facilities are due on the stated maturity or such earlier time, if any, required under the Credit Agreement. The amounts owed under either of the Credit Facilities may be prepaid at any time, subject to usual notification and breakage payment provisions. Interest on the amounts outstanding under the Credit Facilities is calculated using either a Base Rate or Eurocurrency Rate, plus the applicable margin. The applicable margins for Eurocurrency Loans are between 1.000% to 1.750%, and for Base Rate Loans are between 0.000% and 0.750%. The amounts of the margins are calculated based on the Total Leverage Ratio (as defined in the Credit Agreement). A portion of the Revolving Credit Facility may be used for the issuance of letters of credit, and a portion of the amount of the Revolving Credit Facility is available for borrowings in certain agreed upon foreign currencies. The interest rate on the Credit Facilities was 1.590% at December 31, 2021.

Revolving borrowings and issuances of letters of credit under the Revolving Credit Facility are subject to the satisfaction of customary conditions, including the accuracy of representations and warranties and the absence of defaults.

The Credit Agreement contains usual and customary representations and warranties, usual and customary affirmative and negative covenants and restrictions, which among other things, will require the Borrowers to provide certain financial reports to the Lenders, require the Company to maintain certain financial covenants relating to consolidated leverage and interest coverage, and limit the ability of the Company and its subsidiaries to incur or guarantee additional indebtedness, pay dividends or make other equity distributions, purchase or redeem capital stock or debt, make certain investments, sell assets, engage in certain transactions, and effect a consolidation or merger. The obligations of the borrowers of the Credit Facilities under the Credit Agreement may be accelerated upon customary events of default, including non-payment of principal, interest, fees and other amounts, inaccuracy of representations and warranties, violation of covenants, cross default and cross acceleration, voluntary and involuntary bankruptcy or insolvency proceedings, inability to pay debts as they become due, material judgments, ERISA events, actual or asserted invalidity of security documents or guarantees and change in control.

The Company incurred $3.7 million in issuance costs, which is being amortized over the term of the debt as an adjustment to the effective interest rate on the outstanding borrowings.

On November 30, 2021, the Company provided notice to the administrative agent of the Altra Credit Agreement to repay $5.0 million under the Altra Revolving Credit Facility. On December 30, 2021, the Company provided notice to the administrative agent of the Altra Credit Agreement to draw down $130.0 million under the 2021 Altra Revolving Credit Facility. The Company used the proceeds to finance its purchase of Nook Industries.

As of December 31, 2021, the Company had $1,005.0 million outstanding on the Credit Agreement. As of December 31, 2021 and 2020, the Company had $4.8 million and $4.5 million in letters of credit outstanding, respectively. The Company had $390.2 million available to borrow under the Credit Facilities at December 31, 2021, subject to customary conditions including the accuracy of representation and warranties and the absence of defaults.

Notes

On October 1, 2018, (the “A&S Closing Date”), upon the closing of the Fortive Transaction the Company assumed $400 million aggregate principal amount of 6.125% senior notes due 2026 (the “Notes”). The Notes will mature on October 1, 2026. Interest on the Notes accrues from October 1, 2018 and is payable semi-annually commencing on April 1, 2019. The Notes may be redeemed at the option of the issuer on or after October 1, 2023. The Notes are guaranteed on a senior unsecured basis by the Company and certain of its domestic subsidiaries.

2018 Credit Agreement

On October 1, 2018, the Company and certain subsidiaries maintained credit facilities with JPMorgan Chase Bank, N.A., as administrative and collateral agent, and a syndicate of lenders, which provided for a term loan in an aggregate principal amount of $1,340.0 million (the “2018 Term Loan Facility”) and a revolving credit facility in an aggregate committed principal amount of $300.0 million (the “2018 Revolving Credit Facility” and together with the 2018 Term Loan Facility, the “2018 Credit Facilities”).

On November 17, 2021, in connection with the new Credit Agreement, the 2018 Credit Agreement was terminated and all outstanding indebtedness for borrowed money thereunder was repaid in full. The Company paid an aggregate of $881.0 million due under the 2018 Credit Agreement, including unpaid principal and accrued interest. Upon termination of the 2018 Credit Agreement, the Company recognized $15.4 million as a loss on the debt extinguishment of the term loan for the twelve months ended December 31, 2021 due to the write off of the unamortized debt issuance costs. The Company classified the loss on the debt extinguishment within interest expense in the consolidated statement of operations.

Mortgages and Other Agreements

The Company’s subsidiaries in Europe have entered into certain long-term fixed rate term loans that are generally secured by the local property, plant and equipment. The debt has interest rates that range from 1.00% to 2.5%, with various quarterly and monthly installments through 2028.

Finance Leases

The Company leases certain equipment under finance lease arrangements, whose obligations are included in both short-term and long-term debt. Finance lease obligations amounted to approximately $0.1 million and $0.3 million at December 31, 2021 and 2020, respectively. Assets subject to finance leases are included in property, plant and equipment with the related amortization recorded as depreciation expense.

Overdraft Agreements

Certain of our foreign subsidiaries maintain overdraft agreements with financial institutions. There were no borrowings as of December 31, 2021 or 2020 under any of the overdraft agreements.

Working Capital Line of Credit

One foreign subsidiary of the Company has a line of credit used for operating purposes. As of December 31, 2021, the Company had 1.9 million Chinese RMB, or $0.3 million, outstanding on the line of credit.

Maturities on Long-Term Borrowings

Maturities on long-term borrowings, excluding finance leases and debt issuance costs, are as follows:	Amount
2022	$	11.1
2023		20.9
2024		20.2
2025		20.2
2026		1,335.0
Thereafter		6.8
Total	$	1,414.2

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Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Stockholders Equity Note [Abstract]

Stockholders' Equity

12. Stockholders’ Equity

Common Stock (shares not in thousands)

Effective October 1, 2018, the Company amended its Articles of Incorporation to increase the number of authorized shares of Altra common stock from 90,000,000 shares to 120,000,000 shares. As of December 31, 2021 and 2020, there were 64,923,539 and 64,676,567 shares of common stock issued and outstanding, respectively.

Preferred Stock

On December 20, 2006, the Company amended and restated its certificate of incorporation authorizing 10,000,000 shares of undesignated Preferred Stock (“Preferred Stock”). The Preferred Stock may be issued from time to time in one or more classes or series, the shares of each class or series to have such designations and powers, preferences, rights, qualifications, limitations and restrictions as determined by the Company’s Board of Directors. There was no Preferred Stock issued or outstanding at December 31, 2021, 2020, or 2019.

Restricted Common Stock

The 2014 Omnibus Incentive Plan (the “2014 Plan”) provides for various forms of stock based compensation to our directors, executive personnel and other key employees and consultants. Under the 2014 Plan, the total number of shares of common stock available for delivery pursuant to the grant of awards (“Awards”) was approximately 4.1 million as of December 31, 2021.

The restricted stock and restricted stock units issued pursuant to the 2014 Plan generally vest ratably over a period ranging from immediately to five years from the date of grant, provided that the vesting of the restricted stock or restricted stock units may accelerate upon the occurrence of certain events. Restricted stock and restricted stock units awarded under the 2014 Plan are generally subject to restrictions on transfer, repurchase rights, and other limitations and rights as set forth in the applicable award agreements.

The 2014 Plan permits the Company to grant, among other things, restricted stock, restricted stock units, stock options and performance share awards to key employees. Certain awards include vesting based upon achievement of specified market conditions. Compensation expense recorded (in selling, general and administrative expense) during the years ended December 31, 2021, 2020 and 2019 was $15.7 million, $13.2 million, and $13.6 million, respectively. The Company recognizes stock-based compensation expense on a straight-line basis for the shares vesting ratably under the plan and uses the graded-vesting method of recognizing stock-based compensation expense for the performance share awards based on the probability of the specific performance metrics being achieved over the requisite service period. Total remaining unrecognized compensation cost is approximately $19.8 million as of December 31, 2021, and will be recognized over a weighted average remaining period of three years.

Automation & Specialty Awards

In October 2018, the Company issued 536,030 restricted stock units to certain Automation & Specialty employees as a result of the acquisition and in accordance with the terms of the Employee Matters Agreement. The aggregate fair value of these awards totaled $21.0 million. Based upon the vesting provisions of these awards, $3.1 million of the fair value attributed to preacquisition services of the A&S employees and was recognized as purchase price consideration. The remaining compensation will be recognized over the remaining service period.

Stock Options

The fair value of each stock option granted was estimated on the date of grant using the Black-Scholes valuation model that uses the following weighted-average assumptions:

	Years Ended December 31,
	2021	2020
Expected term (in years)	6.0 - 6.5		6.0
Expected volatility factor	43.11% - 42.16%		30.37	%
Risk free interest rate	0.66% - 0.75%		1.42	%
Expected dividend yield	0.80% - 0.82%		1.95	%

The expected life of the options was calculated using the simplified method. The Company uses the simplified method to determine the expected term, as management does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The Company’s expected volatility assumption for options granted is based on the historical volatility

of the Company's common stock price over the expected life of the options. The weighted average risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant. The dividend yield uses the most recent quarterly dividend and the stock price as of the grant date, annualized and continuously compounded.

The following table summarizes the stock option activity under the Company’s plan for the year ended December 31, 2021:

	Weighted Average Remaining Contractual Life in Years		Options (In thousands)			Weighted-average grant date fair value		Aggregate Intrinsic Value (In millions)
Outstanding at January 1, 2021				460.7		$	32.48
Granted				124.7			59.40
Exercised				(72.2	)		30.72
Canceled/Forfeited				(13.2	)		39.43
Outstanding at December 31, 2021		8.0		500.0		$	39.26	$	7.1
Exercisable at December 31, 2021		7.8		231.3		$	35.83	$	3.9
Unvested and expected to vest at December 31, 2021		8.2		254.4		$	42.02	$	3.1

The intrinsic value of options exercised during the year ended December 31, 2021 was $2.5 million. Cash proceeds from the exercise of stock options for the year ended December 31, 2021 was $2.2 million.

Restricted Stock Units

The following table summarizes the Restricted Stock Unit (“RSU”) activity under the Company’s plan for the year ended December 31, 2021:

	Shares (In thousands)			Weighted-average grant date fair value		Aggregate Intrinsic Value (In millions)
Unvested at January 1, 2021		515.8		$	35.26
Granted		158.1			59.32
Vested		(221.3	)		38.40
Canceled/Forfeited		(32.1	)		40.50
Unvested at December 31, 2021		420.5		$	42.21	$	21.7

The total fair value and total intrinsic value of RSUs vested during the year ended December 31, 2021 was $8.5 million and $13.0 million, respectively.

Performance Share Awards

During fiscal 2021, 2020 and 2019, the Company granted Performance Share Awards (“PSAs”) to certain of its officers and employees. The performance objective of the PSAs measures the Total Shareholder Return (“TSR”) against the TSR for a peer group of companies over a measurement period of three years from the time of grant. Award payouts for the PSAs are based on the percentile rank of the Company’s TSR compared to the TSR of peer group companies over the performance period. The following table summarizes the PSA activity under the Company’s plan for the year ended December 31, 2021:

	Shares (In thousands)			Weighted-average grant date fair value		Aggregate Intrinsic Value (In millions)
Unvested at January 1, 2021		268.0		$	36.21
Granted		63.7			63.03
Vested		(28.3	)		45.80
Canceled/Forfeited		(16.9	)		51.25
Unvested at December 31, 2021		286.5		$	40.23	$	14.8

The total fair value and total intrinsic value of PSAs vested during the year ended December 31, 2021 was $1.3 million and $1.6 million, respectively.

The fair value of PSAs is determined utilizing the Monte Carlo simulation model. The following weighted-average assumptions were used in the Monte Carlo simulation model, which were based on historical data and standard industry valuation practices and methodology:

	Years Ended December 31,
	2021			2020
PSA fair value per share	$	64.43		$	34.35
Expected volatility factor		55.85	%		34.23	%
Risk free interest rate		0.18	%		1.35	%
Expected dividend yield		0.00	%		0.00	%

Share Repurchase Program

On October 19, 2016, our board of directors approved a share repurchase program authorizing the buyback of up to $30.0 million of the Company's common stock through December 31, 2019. This program expired effective December 31, 2019.

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Concentrations

12 Months Ended

Dec. 31, 2021

Risks And Uncertainties [Abstract]

Concentrations

13. Concentrations

Financial instruments, which are potentially subject to counterparty performance and concentrations of credit risk, consist primarily of trade accounts receivable. The Company manages these risks by conducting credit evaluations of customers prior to delivery or commencement of services. When the Company enters into a sales contract, collateral is normally not required from the customer. Payments are typically due within 30 days of billing. An allowance for potential credit losses is maintained, and losses have historically been within management’s expectations. No customer represented greater than 10% of total sales for the years ended December 31, 2021, 2020 and 2019.

The Company is also subject to counter party performance risk of loss in the event of non-performance by counterparties to financial instruments, such as cash and investments and derivative transactions. Cash and investments are held by well-established financial institutions and invested in AAA rated mutual funds or United States Government securities. The Company is exposed to swap counterparty credit risk with financial institutions. The Company’s counterparties are well-established financial institutions.

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Restructuring, Asset Impairment, and Transition Expenses

12 Months Ended

Dec. 31, 2021

Restructuring And Related Activities [Abstract]

Restructuring, Asset Impairment, and Transition Expenses

14. Restructuring, Asset Impairment, and Transition Expenses

From time to time, the Company will initiate various restructuring programs and incur severance and other restructuring costs.

During 2017, the Company commenced a restructuring plan (“2017 Altra Plan”) as a result of the Company’s purchase of Stromag and to rationalize its global renewable energy business. The actions taken pursuant to the 2017 Altra Plan included reducing headcount, facility consolidations and the elimination of certain costs. In 2021, the Company did not incur any costs as a result of the 2017 Altra Plan. In 2020, the Company incurred $0.5 million related to headcount reduction. The amounts for 2019 were comprised of $1.8 million related to headcount reduction, $1.5 million in facility consolidation costs, $1.5 million in relocation costs, and $0.9 million in other restructuring expenses. The Company does not expect to incur any additional material costs as a result of the 2017 Altra Plan.

During 2019, the Company commenced a restructuring plan (“2019 Altra Plan”) to drive efficiencies, reduce the number of facilities and optimize its operating margin. The Company expects to incur an additional $1 - $2 million in restructuring expenses under the 2019 Altra Plan over the next two years, primarily related to headcount reductions and plant consolidations. For the year to date period ended December 31, 2021, the Company recorded approximately $2.0 million in expenses related to workforce reductions, $0.8 million in expenses related to facilities consolidation and relocation costs, and $0.2 million in other restructuring expense related charges. For the year to date period ended December 31, 2020, the Company recorded approximately $5.0 million in expenses related to workforce reductions, $0.6 million in expenses related to facilities consolidation and relocation costs, and $1.3 million in other restructuring expense related charges. For the year to date period ended December 31, 2019, the Company recorded approximately $5.9 million in expenses related to workforce reductions, $1.5 million in expenses related to facilities consolidation and relocation costs, and $1.0 million in other restructuring expense related charges.

The following table is a reconciliation of the accrued restructuring costs between January 1, 2019 and December 31, 2021.

	2017 Altra Plan			2019 Altra Plan			Total All Plans
Balance at January 1, 2019	$	1.9		$	—		$	1.9
Restructuring expense incurred		5.7			8.4			14.1
Cash payments		(6.1	)		(5.8	)		(11.9	)
Balance at December 31, 2019		1.5			2.6			4.1
Restructuring expense incurred		0.5			6.9			7.4
Cash payments		(1.5	)		(7.7	)		(9.2	)
Balance at December 31, 2020		0.5			1.8			2.3
Restructuring expense incurred		—			3.0			3.0
Cash payments		(0.5	)		(4.3	)		(4.8	)
Balance at December 31, 2021	$	—		$	0.5		$	0.5

The total accrued restructuring reserve as of December 31, 2021 relates to severance to be paid to former employees and facility consolidation and relocation costs under the 2019 Altra Plan and is recorded in accruals and other current liabilities on the accompanying consolidated balance sheet.

The following table is a reconciliation of restructuring expense by segment for the year ending December 31, 2021.

	2017 Altra Plan		2019 Altra Plan		Total All Plans
Power Transmission Technologies	$	—	$	1.8	$	1.8
Automation & Specialty		—		1.2		1.2
Expense for the year ending December 31, 2021	$	—	$	3.0	$	3.0

The following table is a reconciliation of restructuring expense by segment for the year ending December 31, 2020.

	2017 Altra Plan		2019 Altra Plan		Total All Plans
Power Transmission Technologies	$	0.5	$	4.2	$	4.7
Automation & Specialty		—		2.7		2.7
Expense for the year ending December 31, 2020	$	0.5	$	6.9	$	7.4

The following table is a reconciliation of restructuring expense by segment for the year ending December 31, 2019.

	2017 Altra Plan		2019 Altra Plan		Total All Plans
Power Transmission Technologies	$	5.7	$	0.8	$	6.5
Automation & Specialty		—		7.6		7.6
Expense for the year ending December 31, 2019	$	5.7	$	8.4	$	14.1

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Derivative Financial Instruments

12 Months Ended

Dec. 31, 2021

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

15. Derivative Financial Instruments

The Company may manage changes in market conditions related to interest on debt obligations and foreign currency exposures by entering into derivative instruments, including interest rate and foreign currency swap agreements. All derivative instruments are recognized as either assets or liabilities on the balance sheet at fair value at the end of each period. The Company determines the fair value of financial instruments using quoted market prices whenever available. When quoted market prices are not available for various types of financial instruments (such as forwards, options and swaps), the Company uses standard models with market-based inputs, which take into account the present value of estimated future cash flows and the ability of Altra or the financial counterparty to perform. For cross-currency interest rate swaps, the significant inputs are interest rate curves for discounting future cash flows, and exchange rate curves of the foreign currency for translating future cash flows. For interest rate swaps, the significant inputs to these models are interest rate curves for discounting future cash flows that are adjusted for credit risk. Both cross-currency interest rate swaps and interest rate swaps are Level 2 investments. Refer to Note 1 for a description of the fair value levels. For designated

hedging relationships, the Company formally documents the hedging relationship consistent with the requirements of ASC 815, Derivatives.

Cross-Currency Interest Rate Swaps

In December 2018, the Company entered into cross-currency swap agreements to hedge its net investment in Euro-denominated assets against future volatility in the exchange rate between the U.S. dollar and the Euro. By doing so, the Company synthetically converted a portion of its U.S. dollar-based long-term debt into Euro-denominated long-term debt. At inception, the cross-currency swaps were designated as net investment hedges.

For net investment hedges, changes in the fair value of the effective portion of the derivatives’ gains or losses are reported as foreign currency translation gains or losses in accumulated other comprehensive income (loss) (“AOCIL”). The gains or losses on derivative instruments reported in AOCIL are reclassified to earnings in the period in which earnings are affected by the underlying item, such as a disposal or substantial liquidations of the entities being hedged. For the year ended December 31, 2019, the Company recorded a gain in AOCIL of approximately $19.8 million, net of $3.6 million of tax. During the first quarter of 2020, the global economy declined substantially due to the impact of COVID-19. This decline resulted in a significant increase in the value of the U.S. dollar. The appreciation of the U.S. dollar resulted in the Company’s cross-currency interest rate swaps being substantially in-the-money. Given the increased cash value of the hedges and the Company’s overall desire to strengthen its cash position, the Company terminated the cross-currency interest rate swaps during the first quarter of 2020. The Company received the cash value of the cross-currency interest rate swaps of approximately $56.2 million upon termination. In addition, the Company paid the interest owed and received the interest due, resulting in the recognition of approximately $3.3 million in net interest income, and paid termination fees of approximately $0.9 million. Through the date of the termination of the cross-currency interest rate swaps, the Company recorded a gain in AOCIL of approximately $31.2 million, net of $9.9 million of tax. At December 31, 2021 and 2020, the Company had a gain in AOCIL of approximately $44.8 million, net of $11.4 million of tax. That balance will remain in AOCIL until the period in which earnings are affected by the underlying item, such as a disposal or substantial liquidations of the entities being hedged.

Interest Rate Swaps

In January 2017, the Company entered into an interest rate swap agreement designed to fix the variable interest rate payable on a portion of its outstanding borrowings. This interest rate swap matured on January 31, 2020. Additionally, in December 2018, the Company entered into an interest rate swap agreement designed to manage the cash flow risk caused by interest rate changes on the forecasted interest payments expected to occur related to a portion of its outstanding borrowings under the 2018 Altra Credit Agreement.

The interest rate swap agreement was designed to manage exposure to interest rates on the Company’s variable rate indebtedness and was recognized on the balance sheet at fair value. The Company designated this interest rate swap agreement as a cash flow hedge and changes in the fair value of the swap were recognized in other comprehensive income until the hedged items were recognized in earnings.

During the second quarter of 2020, the Company terminated the interest rate swap agreement. The Company paid the cash value of the interest rate swaps of approximately $34.7 million upon termination. In addition, the Company paid the interest owed and received the interest due, resulting in the recognition of approximately $0.1 million in net interest expense, and paid termination fees of approximately $0.1 million. Through the date of the termination of the interest rate swap, the Company recorded a loss in AOCIL of approximately $11.9 million, net of $3.8 million of tax benefit. For the year ended December 31, 2019, the Company recorded a loss in AOCIL of approximately $9.9 million, net of $1.7 million of tax benefit. The loss on the interest rate swap reported in AOCIL will be reclassified to earnings in future periods when the hedged transaction affects earnings or if it is determined that it is probable that the hedged transaction will not occur. The Company recorded $11.5 million and $3.3 million of net interest expense for the year to date periods ended December 31, 2020 and 2019, respectively. Approximately $9.0 million ($6.9 million net of tax) of the net interest expense is non-cash amortization, due to the termination of the interest rate swap, reclassified from AOCIL for the year to date period ended December 31, 2020.

In November 2021, the Company terminated the 2018 Credit Agreement. As a result of the decision to terminate the 2018 Credit Agreement, the remaining balance of the unrealized loss in AOCIL of $14.9 million was immediately reclassified to “Interest expense, net” in the accompanying consolidated statement of earnings. During the year ended December 31, 2021, the Company reclassified $25.7 million ($21.5 million net of tax) of non-cash interest expense from AOCIL to earnings.

The following table summarizes the balance of the Company's derivative instruments designated as cash flow hedges (in millions).

	Amount of Gain/(Loss) in AOCIL
	2021		2020
Cash flow hedge:
Interest rate swap agreement	$	-	$	(25.7	)

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

16. Commitments and Contingencies

General Litigation

The Company is involved in various pending legal proceedings arising out of the ordinary course of business. These proceedings primarily involve commercial claims, product liability claims, personal injury claims, and workers’ compensation claims. With respect to these proceedings, management believes that the Company will prevail, has adequate insurance coverage or has established appropriate reserves to cover potential liabilities. Any costs that management estimates may be paid related to these proceedings or claims are accrued when the liability is considered probable and the amount can be reasonably estimated. There can be no assurance, however, as to the ultimate outcome of any of these matters, and if all or substantially all of these legal proceedings were to be determined adversely to the Company, there could be a material adverse effect on the results of operations, cash flows, or financial condition of the Company. We have established loss provisions for matters in which losses are probable and can be reasonably estimated. For matters where a reserve has not been established and for which we believe a loss is reasonably possible, as well as for matters where a reserve has been recorded but for which an exposure to loss in excess of the amount accrued is reasonably possible, we believe that such losses, individually and in the aggregate, will not have a material effect on our consolidated financial statements.

Our estimates regarding potential losses and materiality are based on our judgment and assessment of the claims utilizing currently available information. Although we will continue to reassess our reserves and estimates based on future developments, our objective assessment of the legal merits of such claims may not always be predictive of the outcome and actual results may vary from our current estimates. We will continue to consider the applicable guidance in ASC 450-20, based on the facts known at the time of our future filings, as it relates to legal contingencies, and will adjust our disclosures as may be required under the guidance.

There were no material amounts accrued in the accompanying consolidated balance sheets for potential litigation as of December 31, 2021 or 2020.

The Company also risks exposure to product liability claims in connection with products it has sold and those sold by businesses that the Company acquired. Although in some cases third parties have retained responsibility for product liability claims relating to products manufactured or sold prior to the acquisition of the relevant business and in other cases the persons from whom the Company has acquired a business may be required to indemnify the Company for certain product liability claims subject to certain caps or limitations on indemnification, the Company cannot assure that those third parties will in fact satisfy their obligations with respect to liabilities retained by them or their indemnification obligations. If those third parties become unable to or otherwise do not comply with their respective obligations including indemnity obligations, or if certain product liability claims for which the Company is obligated were not retained by third parties or are not subject to these indemnities, the Company could become subject to significant liabilities or other adverse consequences. Moreover, even in cases where third parties retain responsibility for product liability claims or are required to indemnify the Company, significant claims arising from products that have been acquired could have a material adverse effect on the Company’s ability to realize the benefits from an acquisition, could result in the reduction of the value of goodwill that the Company recorded in connection with an acquisition, or could otherwise have a material adverse effect on the Company’s business, financial condition, or operations.

Environmental

There is contamination at some of the Company’s current facilities, primarily related to historical operations at those sites, for which the Company could be liable for the investigation and remediation under certain environmental laws. The potential for contamination also exists at other of the Company’s current or former sites, based on historical uses of those sites. The Company currently is not undertaking any remediation or investigations and the costs or liability in connection with potential contamination conditions at these facilities cannot be predicted at this time because the potential existence of contamination has not been investigated or not enough is known about the environmental conditions or likely remedial requirements. Currently, other parties with contractual liability are addressing or have plans or obligations to address those contamination conditions that may pose a material risk to human health, safety or the environment. In addition, while the Company attempts to evaluate the risk of liability associated with these facilities at the time the Company acquired them, there may be environmental conditions currently unknown to the Company relating to prior, existing or future sites or operations or those of predecessor companies whose liabilities the Company may have assumed or acquired which could have a material adverse effect on the Company’s business.

The Company is being indemnified, or expects to be indemnified, by third parties subject to certain caps or limitations on the indemnification, for certain environmental costs and liabilities associated with certain owned or operated sites. Accordingly, based on the indemnification and the experience with similar sites of the environmental consultants who the Company has hired, the Company does not expect such costs and liabilities to have a material adverse effect on its business, operations or earnings. There can be no

assurance, however, that those third parties will in fact satisfy their indemnification obligations. If those third parties become unable to, or otherwise do not, comply with their respective indemnity obligations, or if certain contamination or other liability for which the Company is obligated is not subject to these indemnities, the Company could become subject to significant liabilities.

From time to time, the Company is notified that it is a potentially responsible party and may have liability in connection with off-site disposal facilities. To date, the Company has generally resolved matters involving off-site disposal facilities for a nominal sum but there can be no assurance that the Company will be able to resolve pending or future matters in a similar fashion.

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Segment and Geographic Information

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Segment and Geographic Information

17. Segment and Geographic Information

The internal reporting structure used by our Chief Operating Decision Maker (“CODM”) to assess performance and allocate resources determines the basis for our reportable operating segments. Our CODM is our Chief Executive Officer, and he evaluates operations and allocates resources based on a measure of income from operations. Our operations are organized in two reporting segments that are aligned with key product types and end markets served, Power Transmission Technologies and Automation & Specialty:

•Power Transmission Technologies. This segment includes the following key product offerings:

oCouplings, Clutches & Brakes. Couplings are the interface between two shafts, which enable power to be transmitted from one shaft to the other. Clutches in this segment are devices that use mechanical, hydraulic, pneumatic, or friction type connections to facilitate engaging or disengaging two rotating members. Brakes are combinations of interacting parts that work to slow or stop machinery. Products in this segment are generally used in heavy industrial applications and energy markets.

oElectromagnetic Clutches & Brakes. Products in this segment include brakes and clutches that are used to electronically slow, stop, engage or disengage equipment utilizing electromagnetic friction type connections. Products in this segment are used in industrial and commercial markets including agricultural machinery, material handling, motion control, and turf & garden.

oGearing. Gears are utilized to reduce the speed and increase the torque of an electric motor or engine to the level required to drive a particular piece of equipment. Gears produced by the Company are primarily utilized in industrial applications.

•Automation & Specialty. Our Automation & Specialty segment consists of four key brands:

oKollmorgen: Provides rotary precision motion solutions, including servo motors, stepper motors, high performance electronic drives and motion controllers and related software, and precision linear actuators. These products are used in advanced material handling, aerospace and defense, factory automation, medical, packaging, printing, semiconductor, robotic and other applications.

oPortescap: Provides high-efficiency miniature motors and motion control products, including brush and brushless DC motors, can stack motors and disc magnet motors. These products are used in medical, industrial power tool and general industrial equipment applications.

oThomson: Provides systems that enable and support the transition of rotary motion to linear motion. Products include linear bearings, guides, glides, lead and ball screws, industrial linear actuators, clutch brakes, precision gears, resolvers and inductors. These products are used in factory automation, medical, mobile off-highway, material handling, food processing and other niche applications.

oJacobs Vehicle Systems (JVS): Provides renowned “Jake Brake” diesel engine braking systems and valve actuation mechanisms for the commercial vehicle market, including compression release, bleeder and exhaust brakes. These products are primarily used in heavy duty Class 8 truck engine applications. On February 8, 2022, we entered into an agreement with Cummins to divest all of our equity interest of the entities which collectively constitute the Jacobs Vehicle Systems business. See Note 18 to the consolidated financial statements for further information.

Segment financial information and a reconciliation of segment results to consolidated results follows:

	Year Ended December 31,
	2021			2020			2019
Net Sales:
Power Transmission Technologies	$	924.8		$	818.6		$	907.7
Automation & Specialty		979.0			911.8			931.0
Inter-segment eliminations		(4.0	)		(4.4	)		(4.6	)
Net sales	$	1,899.8		$	1,726.0		$	1,834.1
Income from operations:
Segment earnings:
Power Transmission Technologies	$	128.6		$	97.5		$	113.5
Automation & Specialty (1)		(8.3	)		(10.4	)		132.3
Corporate (2)		(19.9	)		(2.2	)		(7.6	)
Restructuring and consolidation costs		(3.0	)		(7.4	)		(14.1	)
Income from operations		97.4			77.5			224.1
Other non-operating (income) expense:
Net interest expense		94.5			72.1			73.8
Other non-operating expense (income), net		(4.9	)		1.4			2.1
		89.6			73.5			75.9
Income before income taxes		7.8			4.0			148.2
(Benefit)/Provision for income taxes		(19.9	)		29.5			21.0
Net income/(loss)	$	27.7		$	(25.5	)	$	127.2

(1) During the fourth quarter of 2021, the Company recorded a non-cash impairment charge of $142.4 million at the JVS reporting unit related to the held for sale classification. During the first quarter of 2020, the Company recorded non-cash impairment charges of $8.4 million and $139.1 million for indefinite-lived intangible assets and goodwill, respectively, at the JVS reporting unit.

(2) Certain expenses are maintained at the corporate level and not allocated to the segments. These include various administrative expenses related to the corporate headquarters, depreciation on capitalized software costs, non-capitalizable software implementation costs and acquisition related expenses.

Selected information by segment (continued)

	Years Ended December 31,
	2021		2020		2019
Depreciation and amortization:
Power Transmission Technologies	$	31.5	$	32.9	$	33.6
Automation & Specialty		88.2		91.5		92.0
Corporate		2.6		3.2		2.8
Total depreciation and amortization	$	122.3	$	127.6	$	128.4
	Years Ended December 31,
	2021		2020
Total assets:
Power Transmission Technologies	$	1,069.4	$	1,063.3
Automation & Specialty		2,879.2		2,997.3
Corporate (1)		182.0		147.5
Total assets	$	4,130.6	$	4,208.1

(1) Corporate assets are primarily cash and cash equivalents, tax related asset accounts, certain capitalized software costs, property, plant and equipment and deferred financing costs.

	Net Sales						Property, Plant and Equipment
	Years Ended December 31,						Years Ended December 31,
	2021		2020		2019		2021		2020
North America (primarily U.S.)	$	1,018.3	$	914.9	$	1,036.5	$	134.6	$	191.1
Europe excluding Germany		341.9		289.3		307.7		48.5		52.6
Germany		200.0		185.8		222.7		55.4		63.9
China		222.9		222.5		159.6		24.7		23.3
Asia and other (excluding China)		116.7		113.5		107.6		12.6		13.3
Total	$	1,899.8	$	1,726.0	$	1,834.1	$	275.8	$	344.2

Net sales to third parties are attributed to the geographic regions based on the country in which the shipment originates. Amounts attributed to the geographic regions for property, plant and equipment are based on the location of the entity, which holds such assets.

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Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

18. Subsequent Events

On February 8, 2022, the Company entered into a purchase and sale agreement (the “Purchase Agreement”) with Cummins Inc., an Indiana corporation (“Cummins”), pursuant to which, subject to the terms and conditions set forth therein, the Company has agreed to sell to Cummins all of the issued and outstanding equity interests of the entities which collectively constitute its Jacobs Vehicle Systems business segment for $325 million, in cash, subject to customary adjustments for cash and indebtedness and for changes in working capital from an agreed upon working capital target.

On February 9, 2022, the Company declared a dividend of $0.08 per share for the quarter ended March 31, 2022, payable on April 4, 2022 to stockholders of record as of March 17, 2022.

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Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2021

Valuation And Qualifying Accounts [Abstract]

Valuation and Qualifying Accounts

ALTRA INDUSTRIAL MOTION CORP.

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

Allowance for Credit Losses:	Balance at Beginning of Period		Additions		Deductions			Balance at End of Period
For the year ended December 31, 2019	$	5.6	$	0.9	$	(1.4	)	$	5.1
For the year ended December 31, 2020		5.1		0.0		(0.2	)		4.9
For the year ended December 31, 2021	$	4.9	$	0.1	$	(0.9	)	$	4.1

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Description of Business and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Basis of Preparation and Description of Business

Basis of Preparation and Description of Business

Headquartered in Braintree, Massachusetts, Altra Industrial Motion Corp. (the “Company”) is a leading global designer, producer and marketer of a wide range of electro-mechanical power transmission motion control (“PTMC”) products. The Company brings together strong brands with production facilities in 16 countries. Altra’s leading brands currently include Ameridrives Couplings, Bauer Gear Motor, Bibby Turboflex, Boston Gear, Delroyd Worm Gear, Formsprag Clutch, Guardian Couplings, Huco, Industrial Clutch, Inertia Dynamics, Jacobs Vehicle Systems (see Note 18 to the consolidated financial statements for further information regarding the agreement to sell the Jacobs Vehicle Systems business), Kilian Manufacturing, Kollmorgen, Lamiflex Couplings, Marland Clutch, Matrix, Nook Industries, Nuttall Gear, Stieber Clutch, Stromag, Svendborg Brakes, Portescap, TB Wood’s, Thomson, Twiflex, Warner Electric, Warner Linear, and Wichita Clutch.

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Net Income/(Loss) Per Share

Net Income/(Loss) Per Share

Basic earnings per share is based on the weighted average number of shares of common stock outstanding and diluted earnings per share is based on the weighted average number of shares of common stock outstanding and all potentially dilutive common stock equivalents outstanding. Common stock equivalent shares are included in the per share calculations when the effect of their inclusion is dilutive.

The following is a reconciliation of basic to diluted shares outstanding:

	Years Ended December 31,
	2021		2020		2019
Shares used in net income per common share - basic		64.8		64.6		64.3
Effect of dilutive shares		0.6		—		0.2
Shares used in net income per common share - diluted		65.4		64.6		64.5
Shares excluded as their inclusion would be anti-dilutive		—		0.2		—

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Fair value is determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy, as follows:

•Level 1- Quoted prices in active markets for identical assets or liabilities.

•Level 2- Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived.

•Level 3- Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents and are classified as Level 1. The carrying values of financial instruments, including accounts receivable, cash equivalents, accounts payable, and other accrued liabilities are carried at cost, which approximates fair value, and are classified as Level 1. Debt under the Altra Credit Agreement (as defined herein) is classified as Level 2 and is comprised of the Term Loan Facility and the Revolving Credit Facility (both as defined herein). The carrying amount of the Term Loan Facility of $400.0 million and the Revolving Credit Facility of $605.0 million approximates fair value due to the variable rate and the fact that the agreement was negotiated in November 2021. The carrying amount of the Notes (as defined herein) was $400.0 million and the estimated fair value of the Notes was $427.0 million at December 31, 2021. The Notes are classified as Level 2.

The Company determines the fair value of financial instruments using quoted market prices whenever available and classifies these investments as Level 1. When quoted market prices are not available for various types of financial instruments (such as derivative instruments), the Company uses standard models with market-based inputs, which take into account the present value of

estimated future cash flows and the ability of the Company or the financial counterparty to perform. These investments are classified as Level 2. For cross-currency interest rate swaps and interest rate swaps, the significant inputs to these models are interest rate curves for discounting future cash flows and are adjusted for credit risk. See additional discussion of the Company’s use of financial instruments including cross-currency interest rate swaps and interest rate swaps included in Note 15.

In December 2020, the Company invested $5.0 million for a minority equity interest in a privately held manufacturing software company, MTEK Industry AB (“MTEK”), over which the Company does not exert significant influence. The equity investment does not have a readily determinable fair value and does not qualify for the practical expedient to estimate fair value using the net asset value per share. Therefore, in accordance with ASU 2016-01, the Company elected to measure the investment at its cost less impairment, if any, adjusted for observable price changes in orderly transactions for identical or a similar investment of the same issuer. This investment is considered a Level 3 asset based on the lack of observable inputs and is classified within other non-current assets in the consolidated balance sheets. The Company monitors its equity investment in MTEK for indicators of impairments or upward adjustments on an ongoing basis. If the Company determines that such an indicator is present, an adjustment will be recorded, which will be measured as the difference between the carrying value and estimated fair value. As of December 31, 2021, there were no indicators that support an adjustment to MTEK’s carrying value.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the financial statements. Actual results could differ from those estimates.

Foreign Currency Translation

Foreign Currency Translation

Assets and liabilities of subsidiaries operating outside of the United States with a functional currency other than the U.S. Dollar are translated into U.S. Dollars using exchange rates at the end of the respective period. Revenues and expenses are translated at average exchange rates effective during the respective period.

Foreign currency translation adjustments are included in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. Net foreign currency transaction gains and losses are included in the results of operations in the period incurred and included in other non-operating expense (income), net in the accompanying consolidated statements of operations. Net foreign currency transaction gains and losses for the years ended December 31, 2021, 2020 and 2019 were inconsequential.

Trade Receivables

Trade Receivables

All trade account receivables are reported net of allowances for credit losses. The allowance for credit losses represents the Company’s best estimate of the credit losses expected from our trade account receivables over the life of the underlying assets. Assets with similar risk characteristics are pooled together for determination of their current expected credit losses. The Company regularly performs detailed reviews of its pooled assets to evaluate the collectability of receivables based on a combination of past, current, and future financial and qualitative factors that may affect customers’ ability to pay. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations, a specific reserve is recorded against amounts due to reduce the recognized receivable to the amount reasonably expected to be collected.

Inventories

Inventories

Inventories are generally stated at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method.

The carrying value of inventories acquired by the Company in its acquisitions reflects fair value at the date of acquisition as determined by the Company based on the replacement cost of raw materials, the sales price of the finished goods less an appropriate amount representing the expected profitability from selling efforts, and for work-in-process the sales price of the finished goods less an appropriate amount representing the expected profitability from selling efforts and costs to complete.

The Company periodically reviews its quantities of inventories on hand and compares these amounts to the expected usage of each particular product or product line. The Company records a charge to cost of sales for any amounts required to reduce the carrying value of inventories to its estimated net realizable value.

Property, Plant and Equipment

Property, Plant and Equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation.

Depreciation of property, plant and equipment, including finance leases, is provided using the straight-line method over the estimated useful life of the asset, as follows:

Buildings and improvements	7 to 45 years
Machinery and equipment	2 to 15 years
Finance lease	Life of lease

Leasehold improvements are depreciated on a straight-line basis over the estimated life of the asset or the life of the lease, if shorter.

Improvements and replacements are capitalized to the extent that they increase the useful economic life or increase the expected economic benefit of the underlying asset. Repairs and maintenance expenditures are charged to expense as incurred.

Lease Accounting Policy

Lease Accounting Policy

Arrangements that are determined to be leases at inception are recognized in operating lease right of use (ROU) assets, current lease liabilities, and long-term lease liabilities in the consolidated balance sheet. Operating lease liabilities are recognized based on the present value of the future fixed lease payments over the lease term at lease commencement date. As the Company’s leases typically do not provide an implicit rate, the Company applies its incremental borrowing rate based on the economic environment at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease prepayments made and initial direct costs incurred and is reduced by lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases are recognized on a straight-line basis over the lease term.

Intangible Assets

Intangible Assets

Intangible assets represent product technology, patents, tradenames, trademarks, customer relationships, and in-process research and development (“IPR&D”). Product technology, patents and customer relationships are amortized on a straight-line basis over 4 to 29 years, which approximates the period of economic benefit. Trademarks, IPR&D and the majority of our trade names are considered indefinite-lived assets and are not being amortized. Amortization of the IPR&D asset will commence when the asset is placed into service. Intangibles are stated at fair value on the date of acquisition. Intangibles are stated net of accumulated amortization.

Goodwill

Goodwill

Goodwill represents the excess of the purchase price paid by the Company over the fair value of the net assets acquired in each of the Company’s acquisitions.

Impairment of Goodwill and Indefinite-Lived Intangible Assets

Impairment of Goodwill and Indefinite-Lived Intangible Assets

The Company conducts an annual impairment review of goodwill and indefinite-lived intangible assets in October of each year, unless events occur which trigger the need for an interim impairment review.

In connection with the Company’s annual impairment review, goodwill is assessed for impairment by comparing the fair value of the reporting unit to the carrying value. The Company’s measurement date is October 31st. The Company determines the fair value of its reporting units using the discounted cash flow model and, where appropriate, the Company also uses the market approach. The determination of the fair value using the discounted cash flow model requires management to make significant estimates and assumptions related to forecasts of future revenues, profit margins, and discount rates. The determination of the fair value using the market approach requires management to make significant assumptions related to earnings before interest, taxes, depreciation, amortization (EBITDA) multiples and revenue multiples. The Company estimates future cash flows based upon historical results and current market projections, discounted at a market comparable rate. An impairment loss would be recognized to the extent that a reporting unit’s carrying amount exceeded its deemed fair value. Refer to Note 7 for additional discussion of the Company’s annual impairment review.

For the Company's indefinite-lived intangible assets, mainly trademarks, the Company estimated the fair value first by estimating the total revenue attributable to the trademarks. Second, the Company estimated an appropriate royalty rate using the return on assets method by estimating the required financial return on our assets, excluding trademarks, less the overall return generated by our total asset base. The return as a percentage of revenue provides an indication of our royalty rate (between 1.0% and 2.0%). The Company compared the estimated fair value of our trademarks with the carrying value of the trademarks. Refer to Note 7 for additional discussion of the Company’s annual impairment review.

Preparation of forecasts of revenue and profitability growth for use in the long-range plan and the discount rate require significant use of judgment. Changes to the discount rate and the forecasted cash flows could affect the estimated fair value of one or more of the Company’s reporting units and intangible assets and could result in an impairment charge in a future period.

Impairment of Long-Lived Assets Other Than Goodwill and Indefinite-Lived Intangible Assets

Impairment of Long-Lived Assets Other Than Goodwill and Indefinite-Lived Intangible Assets

Long-lived assets, including definite-lived intangible assets are reviewed for impairment when events or circumstances indicate that the carrying amount of a long-lived asset may not be recovered. Long-lived assets are considered to be impaired if the carrying amount of the asset exceeds the undiscounted future cash flows expected to be generated by the asset over its remaining useful life. If an asset is considered to be impaired, the impairment is measured by the amount by which the carrying amount of the asset exceeds its fair value, and is charged to results of operations at that time.

Held for Sale

Held for Sale

Assets and liabilities to be disposed of by sale (“disposal groups”) are reclassified into “held for sale” if their carrying amounts are principally expected to be recovered through a sale transaction rather than through continuing use. The reclassification occurs when the disposal group is available for immediate sale and the sale is probable. These criteria are generally met when an agreement to sell exists, or management has committed to a plan to sell the assets within one year. Disposal groups are measured at the lower of carrying amount or fair value less costs to sell and are not depreciated or amortized. When the net realizable value of a disposal group increases during a period, a gain can be recognized to the extent that it does not increase the value of the disposal group beyond its original carrying value when the disposal group was reclassified as held for sale. The fair value of a disposal group, less any costs to sell, is assessed each reporting period it remains classified as held for sale and any remeasurement to the lower of carrying value or fair value less costs to sell is reported as an adjustment to the carrying value of the disposal group. Refer to Financial Note 3, “Acquisitions and Divestitures,” for more information.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue under the core principle of depicting the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied.

Our sales revenue for product sales is recognized based on a point in time model, when control transfers to our customers, which is generally when products are shipped from our manufacturing facilities or when delivered to the customer’s named location. Certain large distribution customers receive annual volume discounts, which are estimated at the time the sale is recorded based on the estimated annual sales. Product return reserves are accrued at the time of sale based on the historical relationship between shipments and returns and are recorded as a reduction of net sales. When the Company performs shipping and handling activities after the transfer of control to the customer (e.g., when control transfers prior to delivery), they are considered as fulfillment activities and, accordingly, the costs are accrued for when the related revenue is recognized. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. See Note 2 (Revenue Recognition) to the consolidated financial statements for further disclosures regarding revenue.

Warranty Costs

Warranty Costs

Estimated expenses related to product warranties are accrued at the time products are sold to customers. Estimates are established using historical information as to the nature, frequency, and average costs of warranty claims.

Self-Insurance

Self-Insurance

Certain exposures are self-insured up to pre-determined amounts, above which third-party insurance applies, including exposures for medical claims, workers’ compensation, vehicle insurance, product liability costs and general liability exposure. The accompanying balance sheets include reserves for the estimated costs associated with these self-insured risks, based on historic experience factors and management’s estimates for known and anticipated claims. A portion of medical insurance costs are offset by

charging employees a premium equivalent to group insurance rates. The costs of retained loss for the self-insurance programs, at each balance sheet date, have not been material in any period.

Research and Development

Research and Development

Research and development costs are expensed as incurred.

Advertising

Advertising

Advertising costs are charged to selling, general and administrative expenses as incurred and amounted to approximately $6.0 million, $5.0 million and $6.6 million, for the years ended December 31, 2021, 2020 and 2019, respectively.

Income Taxes

Income Taxes

The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. The Company evaluates the realizability of its net deferred tax assets and assesses the need for a valuation allowance on a quarterly basis. The future benefit to be derived from its deferred tax assets is dependent upon the Company’s ability to generate sufficient future taxable income to realize the assets. The Company records a valuation allowance to reduce its net deferred tax assets to the amount that may be more likely than not to be realized.

To the extent the Company establishes a valuation allowance on net deferred tax assets generated from operations, an expense will be recorded within the provision for income taxes. In periods subsequent to establishing a valuation allowance on net deferred assets from operations, if the Company were to determine that it would be able to realize its net deferred tax assets in excess of their net recorded amount, an adjustment to the valuation allowance would be recorded as a reduction to income tax expense in the period such determination was made.

We assess our income tax positions and record tax benefits for all years subject to examination, based upon our evaluation of the facts, circumstances and information available at the reporting date. For those tax positions for which it is more likely than not that a tax benefit will be sustained, we record the amount that has a greater than 50% likelihood of being realized upon settlement with the taxing authority that has full knowledge of all relevant information. Interest and penalties related to unrecognized tax benefits are recorded in income tax expense in the consolidated statement of operations and included in accruals and other long-term liabilities in the Company’s consolidated balance sheet, when applicable. If we do not believe that it is more likely than not that a tax benefit will be sustained, no tax benefit is recognized.

Changes in Accumulated Other Comprehensive Income (Loss) by Component

Changes in Accumulated Other Comprehensive Income (Loss) by Component

The following is a reconciliation of changes in Accumulated Other Comprehensive Income (Loss) for the periods presented:

	Gains and (Losses) on Cash Flow Hedges			Pension & Other Post Retirement Benefit Plans			Cumulative Foreign Currency Translation Adjustment			Total
Accumulated other comprehensive income/(loss) by component, January 1, 2019	$	(6.6	)	$	(0.2	)	$	(64.8	)	$	(71.6	)
Change in fair value of interest rate swap, net of tax		(9.9	)		—			—			(9.9	)
Pension adjustments, net of tax		—			(1.4	)		—			(1.4	)
Reclassification of pension adjustments, net of tax		—			0.1			—			0.1
Foreign currency translation adjustments		—			—			(26.9	)		(26.9	)
Change in fair value of net investment hedge, net of tax		—			—			19.8			19.8
Net current-period other comprehensive income/(loss)		(9.9	)		(1.3	)		(7.1	)		(18.3	)
Accumulated other comprehensive income/(loss) by component, December 31, 2019	$	(16.5	)	$	(1.5	)	$	(71.9	)	$	(89.9	)
Change in fair value of interest rate swap, net of tax		(11.9	)		—			—			(11.9	)
Reclassification of interest rate swap to income, net of tax		6.9			—			—			6.9
Pension adjustments, net of tax		—			(2.6	)		—			(2.6	)
Reclassification of pension adjustments, net of tax		—			0.4			—			0.4
Foreign currency translation adjustments		—			—			87.0			87.0
Change in fair value of net investment hedge, net of tax		—			—			31.2			31.2
Net current-period other comprehensive income/(loss)		(5.0	)		(2.2	)		118.2			111.0
Accumulated other comprehensive income/(loss) by component, December 31, 2020	$	(21.5	)	$	(3.7	)	$	46.3		$	21.1
Reclassification of interest rate swap to income, net of tax		21.5			—			—			21.5
Pension & other post retirement benefit obligation adjustment, net of tax		—			3.3			—			3.3
Reclassification of pension adjustments, net of tax		—			0.6			—			0.6
Foreign currency translation adjustments		—			—			(57.5	)		(57.5	)
Net current-period other comprehensive income/(loss)		21.5			3.9			(57.5	)		(32.1	)
Accumulated other comprehensive income/(loss) by component, December 31, 2021	$	-		$	0.2		$	(11.2	)	$	(11.0	)

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes. The ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles of Topic 740, and clarifies and amends existing guidance to improve consistent application. This ASU becomes effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company adopted the standard as of January 1, 2021 with no material impact on the Company's consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). This ASU provides relief from certain accounting consequences that could result from the global markets’ anticipated transition away from the use of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The relief provided by this ASU is elective and applies to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The optional amendments are effective as of March 12, 2020 through December 31, 2022. The Company has not applied any optional expedients and exceptions to date, and will continue to evaluate the impact of the guidance and whether it will apply the optional expedients and exceptions.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends the accounting related to contract assets and liabilities acquired in business combinations. Under current GAAP, an entity generally recognizes assets and liabilities acquired in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU 2021-08 requires that entities recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and should be applied prospectively to business combinations occurring on or after the effective date of the amendment. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this new guidance on the consolidated financial statements.
  

Shipping and Handling Costs [Member]

Cost of sales

Shipping and Handling Costs

Shipping and handling costs associated with sales are classified as a component of cost of sales. Amounts collected from our customers for shipping and handling are recognized as revenue.

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Description of Business and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Reconciliation of Basic to Diluted Shares Outstanding

The following is a reconciliation of basic to diluted shares outstanding:

	Years Ended December 31,
	2021		2020		2019
Shares used in net income per common share - basic		64.8		64.6		64.3
Effect of dilutive shares		0.6		—		0.2
Shares used in net income per common share - diluted		65.4		64.6		64.5
Shares excluded as their inclusion would be anti-dilutive		—		0.2		—

Depreciation and Estimated Useful Life of Property, Plant and Equipment, Including Finance Leases

Depreciation of property, plant and equipment, including finance leases, is provided using the straight-line method over the estimated useful life of the asset, as follows:

Buildings and improvements	7 to 45 years
Machinery and equipment	2 to 15 years
Finance lease	Life of lease

Reconciliation of Changes in Accumulated Other Comprehensive Income (Loss) by Component

The following is a reconciliation of changes in Accumulated Other Comprehensive Income (Loss) for the periods presented:

	Gains and (Losses) on Cash Flow Hedges			Pension & Other Post Retirement Benefit Plans			Cumulative Foreign Currency Translation Adjustment			Total
Accumulated other comprehensive income/(loss) by component, January 1, 2019	$	(6.6	)	$	(0.2	)	$	(64.8	)	$	(71.6	)
Change in fair value of interest rate swap, net of tax		(9.9	)		—			—			(9.9	)
Pension adjustments, net of tax		—			(1.4	)		—			(1.4	)
Reclassification of pension adjustments, net of tax		—			0.1			—			0.1
Foreign currency translation adjustments		—			—			(26.9	)		(26.9	)
Change in fair value of net investment hedge, net of tax		—			—			19.8			19.8
Net current-period other comprehensive income/(loss)		(9.9	)		(1.3	)		(7.1	)		(18.3	)
Accumulated other comprehensive income/(loss) by component, December 31, 2019	$	(16.5	)	$	(1.5	)	$	(71.9	)	$	(89.9	)
Change in fair value of interest rate swap, net of tax		(11.9	)		—			—			(11.9	)
Reclassification of interest rate swap to income, net of tax		6.9			—			—			6.9
Pension adjustments, net of tax		—			(2.6	)		—			(2.6	)
Reclassification of pension adjustments, net of tax		—			0.4			—			0.4
Foreign currency translation adjustments		—			—			87.0			87.0
Change in fair value of net investment hedge, net of tax		—			—			31.2			31.2
Net current-period other comprehensive income/(loss)		(5.0	)		(2.2	)		118.2			111.0
Accumulated other comprehensive income/(loss) by component, December 31, 2020	$	(21.5	)	$	(3.7	)	$	46.3		$	21.1
Reclassification of interest rate swap to income, net of tax		21.5			—			—			21.5
Pension & other post retirement benefit obligation adjustment, net of tax		—			3.3			—			3.3
Reclassification of pension adjustments, net of tax		—			0.6			—			0.6
Foreign currency translation adjustments		—			—			(57.5	)		(57.5	)
Net current-period other comprehensive income/(loss)		21.5			3.9			(57.5	)		(32.1	)
Accumulated other comprehensive income/(loss) by component, December 31, 2021	$	-		$	0.2		$	(11.2	)	$	(11.0	)

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Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2021

Revenue From Contract With Customer [Abstract]

Disaggregates Revenue for Each Reportable Segment and Geographic Region

The following table disaggregates our revenue for each reportable segment. The Company believes that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

	Years Ended December 31,
	2021			2020			2019
Net Sales:
Power Transmission Technologies	$	924.8		$	818.6		$	907.7
Automation & Specialty		979.0			911.8			931.0
Inter-segment eliminations		(4.0	)		(4.4	)		(4.6	)
Net sales	$	1,899.8		$	1,726.0		$	1,834.1

Net sales by geographic region based on point of shipment origin are as follows:

	Net Sales
	Years Ended December 31,
	2021		2020		2019
North America (primarily U.S.)	$	1,018.3	$	914.9	$	1,036.5
Europe excluding Germany		341.9		289.3		307.7
Germany		200.0		185.8		222.7
China		222.9		222.5		159.6
Asia and other (excluding China)		116.7		113.5		107.6
Total	$	1,899.8	$	1,726.0	$	1,834.1

Summary of Opening and Closing Balances of Current Contract Liability

The opening and closing balances of the Company’s current contract liabilities as of the year to date periods ended December 31, 2021 and December 31, 2020 are as follows:

	Years Ended December 31,
	2021		2020
Beginning balance	$	10.3	$	8.4
Closing balance		13.5		10.3
Increase	$	3.2	$	1.9

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Acquisitions and Divestitures (Tables)

12 Months Ended

Dec. 31, 2021

Business Acquisition [Line Items]

Schedule of Assets and Liabilities of JVS Business Classified as Held for sale

The assets and liabilities of the JVS business classified as held for sale at December 31, 2021 were as follows:

	December 31,2021
Assets
Current Assets
Trade receivables	$	11.3
Inventories		16.3
Prepaid expenses and other current assets		2.3
Property, plant and equipment, net		64.6
Goodwill		—
Intangible assets, net		364.5
Other assets		0.7
Impairment on carrying value (1)		(82.4	)
Total assets held for sale	$	377.3
Liabilities
Current Liabilities
Accounts payable	$	20.8
Other current liabilities		9.8
Deferred tax liabilities		22.3
Other liabilities		0.1
Total liabilities held for sale	$	53.0
(1) Includes the effect of approximately $10.8 million of favorable cumulative foreign currency translation adjustment and accumulated other post retirement benefit obligation gains.

Nook Industries, LLC [Member]

Business Acquisition [Line Items]

Schedule of Purchase Price Allocation

The purchase price allocation as of the acquisition date is as follows:

	At Acquisition Date
Total cash consideration	$	130.3
Purchase price holdback		8.2
Fair value of consideration transferred		138.5
Recognized identifiable assets acquired and liabilities    assumed:
Cash and cash equivalents		5.1
Receivables		3.7
Inventory		10.8
Prepaids and other current assets		0.4
Property, plant and equipment		12.8
Deferred tax asset		0.9
Other non-current assets		5.0
Intangibles		55.1
Accounts payable		(2.9	)
Accrued payroll		(0.7	)
Accrued expenses and other current liabilities		(2.7	)
Other long term liability		(4.6	)
Total identifiable net assets acquired		82.9
Goodwill	$	55.6

Schedule of Intangible Assets Acquired

The excess of the purchase price over the fair value of the net assets acquired was recorded as goodwill, which is deductible for income tax purposes in the United States. The goodwill in this acquisition is attributable to the Company’s expectation to achieve synergies, such as the ability to cross-sell product, and the ability to optimize the cost structure.

Intangible assets acquired consist of:
Customer relationships	$	54.0
Trade name		1.1
Total intangible assets	$	55.1

Schedule of Unaudited Pro Forma Results of Operations

The following table sets forth the unaudited pro forma results of operations of the Company for the years ended December 31, 2021 and December 31, 2020 as if the Company had acquired Nook on January 1, 2020. The pro forma information contains the actual operating results of the Company and the Nook business, adjusted to include the pro forma impact of (i) additional depreciation expense as a result of estimated depreciation based on the fair value of fixed assets; (ii) additional expense as a result of the estimated amortization of identifiable intangible assets; (iii) additional interest expense associated with the borrowings used to finance the acquisition and (iv) inventory fair value adjustment. These pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition occurred at the beginning of the period or that may be obtained in the future.

	Pro forma (unaudited)
	Years Ended December 31,
	2021		2020
Total revenues	$	1,940.6	$	1,764.1
Net income (loss)		31.0		(30.0	)
Basic earnings per share	$	0.48	$	(0.46	)
Diluted earnings per share	$	0.47	$	(0.46	)

A&S Business [Member]

Business Acquisition [Line Items]

Schedule of Purchase Price Allocation

The purchase price allocation below includes such adjustments.

	At Acquisition Date			Measurement Period Adjustments			At Acquisition Date (As Adjusted)
Consideration transferred:
Total cash consideration	$	1,003.4		$	—		$	1,003.4
Total equity consideration		1,458.7			—			1,458.7
A&S acquisition purchase price adjustment		—			29.5			29.5
Fair value of consideration transferred	$	2,462.1		$	29.5		$	2,491.6
Recognized identifiable assets acquired and liabilities    assumed:
Cash: less cash on A&S balance sheet at 10/1/2018		54.1			(0.6	)		53.5
Receivables		129.7			(0.8	)		128.9
Inventory		89.1			(3.8	)		85.3
Prepaids and other current assets		6.9			(0.2	)		6.7
Property, plant and equipment		178.3			(1.3	)		177.0
Intangibles		1,454.0			—			1,454.0
Other non-current assets		7.9			(0.4	)		7.5
Accounts payable		(98.9	)		0.8			(98.1	)
Accrued payroll		(15.2	)		0.5			(14.7	)
Accrued expenses and other current liabilities		(33.7	)		(0.4	)		(34.1	)
Pension liability and other post employment    benefits		(12.0	)		(0.3	)		(12.3	)
Deferred tax liability		(355.7	)		(11.2	)		(366.9	)
Other long term liability		(2.6	)		(0.3	)		(2.9	)
Senior unsecured notes assumed		(400.0	)		—			(400.0	)
Total identifiable net assets assumed		1,001.9			(18.0	)		983.9
Goodwill	$	1,460.2		$	47.5		$	1,507.7

Schedule of Intangible Assets Acquired

The excess of the purchase price over the fair value of the net assets acquired was recorded as goodwill, which is not deductible for income tax purposes in the United States. The goodwill in this acquisition is attributable to the Company’s expectation to achieve synergies, such as facility consolidations, global procurement efficiencies, the ability to cross-sell product, and the ability to penetrate certain geographic areas.

Intangible assets acquired consist of:
Customer relationships	$	1,025.0
Trade names and trademarks		209.0
Technology		204.0
In-process research and development ("IPR&D")		16.0
Total intangible assets	$	1,454.0

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Lease Accounting (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Quantitative Information Regarding Lease Cost

Quantitative information regarding the Company’s leases is as follows:

	Years Ended December 31,
	2021		2020
Lease cost(1):
Operating lease cost		16.1		14.2
Short-term lease cost		0.4		0.3
Total lease cost	$	16.5	$	14.5

(1)Finance lease costs and variable lease costs are immaterial to the Company. The Company does not have lease or sub-lease income.

Quantitative Information Regarding Maturities of Lease Liabilities

Maturities of Lease Liabilities	Operating Leases			Finance Leases
2022	$	15.8		$	0.1
2023		12.8			—
2024		9.0			—
2025		6.2			—
2026		4.1			—
After 2026		9.1			—
Total lease payments		57.0			0.1
Less interest		(5.1	)		—
Present value of lease liabilities	$	51.9		$	0.1

Quantitative Information Regarding Other Information

	Years Ended December 31,
	2021			2020
Other Information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	—		$	—
Operating cash flows from operating leases	$	16.4		$	14.6
Financing cash flows from finance leases	$	—		$	—
Weighted average remaining lease term - finance leases (in years)		1.29			1.83
Weighted average remaining lease term - operating leases (in years)		5.03			3.53
Average discount rate - finance leases		5.07	%		5.50	%
Average discount rate - operating leases		3.52	%		3.56	%

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Inventories (Tables)

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Summary of Inventories

Inventories consisted of the following:

	Years Ended December 31,
	2021		2020
Raw materials	$	124.1	$	95.2
Work in process		26.7		22.1
Finished goods		117.0		93.1
	$	267.8	$	210.4

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Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property Plant And Equipment [Abstract]

Schedule of Property, Plant and Equipment

Property, plant and equipment consisted of the following:

	Years Ended December 31,
	2021			2020
Land	$	40.6		$	44.6
Buildings and improvements		141.3			149.7
Machinery and equipment		419.4			466.8
		601.3			661.1
Less-Accumulated depreciation		(325.5	)		(316.9	)
	$	275.8		$	344.2

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Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Changes in Carrying Value of Goodwill by Segment

The changes in the carrying value of goodwill by segment for the years ended December 31, 2021 and 2020 are as follows:

	Power Transmission Technologies			Automation & Specialty			Total
Goodwill	$	441.9		$	1,284.8		$	1,726.7
Accumulated impairment loss		(31.8	)		—			(31.8	)
Balance January 1, 2020	$	410.1		$	1,284.8		$	1,694.9
Impact of changes in foreign currency and other		10.5			29.7			40.2
Goodwill impairment charge		—			(139.1	)		(139.1	)
Balance December 31, 2020		420.6			1,175.4			1,596.0
Impact of changes in foreign currency and other		(9.6	)		(18.0	)		(27.6	)
Acquired goodwill related to the acquisition of Nook Industries		—			55.6			55.6
Other (1)		—			(60.0	)		(60.0	)
Balance December 31, 2021	$	411.0		$	1,153.0		$	1,564.0
(1) Reflects the goodwill of the JVS reporting unit, which is the disposal group classified as held for sale in 2021. Refer to Note 3 for further information.

Gross Carrying Value and Accumulated Amortization of Intangible Assets

The following table provides the gross carrying value and accumulated amortization for each major class of intangible asset:

	December 31, 2021						December 31, 2020
	Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net
Other intangible assets
Intangible assets not subject to amortization:
Tradenames and trademarks	$	212.2	$	—	$	212.2	$	259.7	$	—	$	259.7
In-process research and development		—		—		—		16.0		—		16.0
Intangible assets subject to amortization:
Customer relationships		960.2		206.4		753.8		1,220.2		195.0		1,025.2
Product technology and patents		141.4		50.2		91.2		211.2		52.5		158.7
Total intangible assets	$	1,313.8	$	256.6	$	1,057.2	$	1,707.1	$	247.5	$	1,459.6

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Warranty Costs (Tables)

12 Months Ended

Dec. 31, 2021

Guarantees [Abstract]

Changes in Carrying Amount of Accrued Product Warranty Costs

Changes in the carrying amount of accrued product warranty costs for each of the years ended December 31, 2021, 2020 and 2019 are as follows:

	Years Ended December 31,
	2021			2020			2019
Balance at beginning of year	$	9.6		$	10.0		$	9.4
Accrued current period warranty expense		3.7			3.5			4.0
Payments and adjustments		(5.0	)		(3.9	)		(3.4	)
Balance at end of year	$	8.3		$	9.6		$	10.0

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Before Income Taxes by Domestic and Foreign Locations

Income before income taxes by domestic and foreign locations consists of the following:

	Years Ended December 31,
	2021			2020			2019
Domestic	$	(143.8	)	$	(38.1	)	$	39.6
Foreign		151.6			42.1			108.6
Total	$	7.8		$	4.0		$	148.2

Components of Provision (Benefit) for Income Taxes

The components of the provision for income taxes consist of the following:

	Years Ended December 31,
	2021			2020			2019
Current:
Federal	$	18.8		$	14.5		$	16.6
State		3.8			2.2			4.6
Non-U.S.		39.6			41.1			32.9
		62.2			57.8			54.1
Deferred:
Federal		(70.8	)		(15.3	)		(6.7	)
State		(6.1	)		(2.1	)		(5.2	)
Non-U.S.		(5.2	)		(10.9	)		(21.2	)
		(82.1	)		(28.3	)		(33.1	)
(Benefit)/Provision for income taxes	$	(19.9	)	$	29.5		$	21.0

Reconciliation from Tax at U.S. Federal Statutory Rate to Company's Provision (Benefit) for Income Taxes

A reconciliation from tax at the U.S. federal statutory rate to the Company’s provision for income taxes is as follows:

	Years Ended December 31,
	2021			2020			2019
Tax at U.S. federal income tax rate	$	1.7		$	0.9		$	31.1
State taxes, net of federal income tax effect		0.7			0.3			1.8
Other changes in tax rate		(0.2	)		(0.2	)		(10.6	)
Outside basis difference		(11.5	)		—			—
Foreign taxes		2.3			3.9			0.7
Global intangible low-taxed income		0.8			(2.1	)		1.3
Valuation allowance		0.5			0.5			0.1
Tax credits and incentives		(2.0	)		(2.5	)		(2.6	)
Impairment charges		(14.5	)		29.0			—
Other		2.3			(0.3	)		(0.8	)
(Benefit)/Provision for income taxes	$	(19.9	)	$	29.5		$	21.0

Significant Components of Deferred Tax Assets and Liabilities

	Years Ended December 31,
	2021			2020
Deferred tax assets:
Post-retirement obligations	$	5.7		$	6.2
Tax credits		1.8			1.8
Expenses not currently deductible		28.7			28.5
Net operating loss carryover		6.0			5.9
Debt and derivative instruments		8.6			2.2
Operating lease liabilities		12.1			9.2
Other		15.2			3.2
Total deferred tax assets		78.1			57.0
Valuation allowance for deferred tax assets		(4.3	)		(4.8	)
Net deferred tax assets		73.8			52.2
Deferred tax liabilities:
Property, plant and equipment		35.7			38.1
Intangible assets		256.6			343.4
Goodwill		9.9			9.5
Operating lease right of use asset		11.6			8.8
Other		8.2			7.1
Total deferred liabilities		322.0			406.9
Net deferred tax liabilities	$	248.2		$	354.7

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Pension and Other Employee Benefits (Tables)

12 Months Ended

Dec. 31, 2021

Compensation And Retirement Disclosure [Abstract]

Reconciliation of Benefit Obligation, Fair Value of Plan Assets and Funded Status of Respective Defined Benefit (Pension) and Postretirement Benefit Plans

The following tables represent the reconciliation of the benefit obligation, fair value of plan assets and funded status of the respective defined benefit (pension) plans as of December 31, 2021, 2020 and 2019:

	Year Ended December 31,
	2021			2020			2019
Change in benefit obligation:
Obligation at beginning of year	$	48.3		$	42.2		$	63.2
Acquired benefit obligation		—			—			—
Service cost		0.7			0.7			0.5
Interest cost		0.2			0.3			0.6
Contributions		0.2			0.2			0.2
Settlement transfer to third party (1)		—			—			(19.4	)
Actuarial (gains) losses		(0.6	)		2.4			(0.4	)
Amendments		(0.7	)		0.9			(0.7	)
Foreign exchange effect		(2.7	)		4.0			(0.2	)
Benefits paid		(2.2	)		(2.4	)		(1.6	)
Obligation at end of year	$	43.2		$	48.3		$	42.2
Change in plan assets:
Fair value of plan assets, beginning of year	$	12.9		$	11.4		$	31.2
Settlement transfer to third party (1)		—			—			(19.4	)
Actual return on plan assets		1.2			0.6			(0.7	)
Contributions		0.5			0.6			0.5
Foreign exchange effect		(0.5	)		1.1			0.2
Benefits paid		(0.8	)		(0.8	)		(0.4	)
Fair value of plan assets, end of year	$	13.3		$	12.9		$	11.4
Unfunded status		29.9			35.4			30.8
Amounts recognized in the balance sheet consist of:
Total non-current liabilities	$	29.9		$	35.4		$	30.8

(1) For the year ended December 31, 2019, represents settlement transfer to a third party for $19.4 million related to the Company's Swiss Plan

Key Economic Assumptions Used in Computation of Respective Benefit Obligations

The key economic assumptions used in the computation of the respective benefit obligations at December 31, 2021, 2020 and 2019, presented below are as follows:

	Non-US Pension Benefits
	2021			2020			2019
Discount rate		0.67	%		0.61	%		1.10	%
Rate of compensation increase		2.02	%		2.10	%		2.01	%

Components of Net Periodic Benefit Cost

The following table represents the components of the net periodic benefit cost associated with the respective plans:

	Pension Benefits
	Non-US Plans
	Years Ended December 31,
	2021			2020			2019
Service cost	$	0.7		$	0.7		$	0.5
Interest cost		0.2			0.3			0.6
Expected return on plan assets		(0.4	)		(0.5	)		(1.1	)
Amortization of actuarial losses and prior year service costs		0.6			0.4			0.1
Net periodic benefit cost	$	1.1		$	0.9		$	0.1

Economic Assumptions Used in Computation of Respective Net Periodic Benefit Cost

The key economic assumptions used in the computation of the respective net periodic benefit cost for the periods presented above are as follows:

	Pension Benefits
	Non-US Plan
	Years Ended December 31,
	2021			2020			2019
Discount rate		2.66	%		1.86	%		0.91	%
Rate of compensation increase		2.60	%		2.63	%		1.75	%
Expected return on plan assets		3.40	%		3.70	%		3.75	%

Amounts Recognized in Accumulated Other Comprehensive Income (Loss)

Amounts recognized in accumulated other comprehensive income (loss) as of December 31, 2021, 2020 and 2019 consist of the following:

	Years Ended December 31,
	2021			2020			2019
Unrecognized actuarial (loss) gain	$	(2.1	)	$	(4.2	)	$	(2.1	)
Unrecognized prior service credit		1.0			0.5			0.6
Accumulated other comprehensive (loss) income (net of $0.8 million, $1.0 million and $0.6 million of tax benefit, respectively)	$	(1.1	)	$	(3.7	)	$	(1.5	)

Other changes recognized in other comprehensive income (loss) in the years ended December 31, 2021, 2020 and 2019 were as follows:

	Years Ended December 31,
	2021		2020			2019
Incurred net actuarial (loss) gain	$	1.3	$	(2.6	)	$	(1.4	)
Amortization of prior service credit		—		(0.1	)		(0.1	)
Amortization of net actuarial (loss) gain		0.6		0.5			0.2
Settlement recognition of net actuarial (loss)		0.7		—			—
Total recognized in accumulated other comprehensive (loss) income (net of ($0.6 million), $0.5 million and $0.8 million) of tax (loss)/benefit, respectively)	$	2.6	$	(2.2	)	$	(1.3	)

Schedule of Fair Value of Pension Plan Assets

The fair value of the Company’s pension plan assets at December 31, 2021, 2020 and 2019 by asset category is as follows:

	Years Ended December 31,
	2021		2020		2019
Asset Category:
Cash and cash equivalents (Level 1)	$	1.0	$	0.8	$	0.8
Fixed income (Level 1)		3.8		3.8		3.5
Investment grade (Level 2)		4.3		4.4		3.9
Other private investments (Level 3)		4.2		3.9		3.2
Total assets at fair value	$	13.3	$	12.9	$	11.4

Summary of Amounts of Expected Benefit Payments

The following table provides the amounts of expected benefit payments, which are made from the plans’ assets and includes the participants’ share of the costs, which is funded by participant contributions. The amounts in the table are actuarially determined and reflect the Company’s best estimate given its current knowledge; actual amounts could be materially different.

	Pension Benefits
Expected benefit payments (from plan assets)
2022	$	2.3
2023		2.0
2024		2.5
2025		2.1
2026		1.9
Thereafter		9.4

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Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Outstanding Debt Obligations

	Years Ended December 31,
	2021			2020
Debt:
Term loan	$	400.0		$	1,030.0
Revolver		605.0			—
Notes		400.0			400.0
Mortgages and other		9.2			12.9
Finance leases		0.1			0.3
Total gross debt		1,414.3			1,443.2
Less: debt discount and deferred financing costs		(2.2	)		(18.5	)
Total debt, net of debt discount and deferred financing costs		1,412.1			1,424.7
Less current portion of long-term debt		(11.1	)		(16.6	)
Total long-term debt	$	1,401.0		$	1,408.1

Maturities on Long-Term Borrowings

Maturities on Long-Term Borrowings

Maturities on long-term borrowings, excluding finance leases and debt issuance costs, are as follows:	Amount
2022	$	11.1
2023		20.9
2024		20.2
2025		20.2
2026		1,335.0
Thereafter		6.8
Total	$	1,414.2

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Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2021

Summary of Fair Value of Valuation Assumptions

The fair value of each stock option granted was estimated on the date of grant using the Black-Scholes valuation model that uses the following weighted-average assumptions:

	Years Ended December 31,
	2021	2020
Expected term (in years)	6.0 - 6.5		6.0
Expected volatility factor	43.11% - 42.16%		30.37	%
Risk free interest rate	0.66% - 0.75%		1.42	%
Expected dividend yield	0.80% - 0.82%		1.95	%

Summary of Stock Option Activity

The following table summarizes the stock option activity under the Company’s plan for the year ended December 31, 2021:

	Weighted Average Remaining Contractual Life in Years		Options (In thousands)			Weighted-average grant date fair value		Aggregate Intrinsic Value (In millions)
Outstanding at January 1, 2021				460.7		$	32.48
Granted				124.7			59.40
Exercised				(72.2	)		30.72
Canceled/Forfeited				(13.2	)		39.43
Outstanding at December 31, 2021		8.0		500.0		$	39.26	$	7.1
Exercisable at December 31, 2021		7.8		231.3		$	35.83	$	3.9
Unvested and expected to vest at December 31, 2021		8.2		254.4		$	42.02	$	3.1

Summary of Restricted Stock Unit Activity

The following table summarizes the Restricted Stock Unit (“RSU”) activity under the Company’s plan for the year ended December 31, 2021:

	Shares (In thousands)			Weighted-average grant date fair value		Aggregate Intrinsic Value (In millions)
Unvested at January 1, 2021		515.8		$	35.26
Granted		158.1			59.32
Vested		(221.3	)		38.40
Canceled/Forfeited		(32.1	)		40.50
Unvested at December 31, 2021		420.5		$	42.21	$	21.7

Summary of Performance Share Awards Activity

	Shares (In thousands)			Weighted-average grant date fair value		Aggregate Intrinsic Value (In millions)
Unvested at January 1, 2021		268.0		$	36.21
Granted		63.7			63.03
Vested		(28.3	)		45.80
Canceled/Forfeited		(16.9	)		51.25
Unvested at December 31, 2021		286.5		$	40.23	$	14.8

Performance Share Awards

Summary of Fair Value of Valuation Assumptions

The fair value of PSAs is determined utilizing the Monte Carlo simulation model. The following weighted-average assumptions were used in the Monte Carlo simulation model, which were based on historical data and standard industry valuation practices and methodology:

	Years Ended December 31,
	2021			2020
PSA fair value per share	$	64.43		$	34.35
Expected volatility factor		55.85	%		34.23	%
Risk free interest rate		0.18	%		1.35	%
Expected dividend yield		0.00	%		0.00	%

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Restructuring, Asset Impairment, and Transition Expenses (Tables)

12 Months Ended

Dec. 31, 2021

Restructuring And Related Activities [Abstract]

Reconciliation of Accrued Restructuring Costs

The following table is a reconciliation of the accrued restructuring costs between January 1, 2019 and December 31, 2021.

	2017 Altra Plan			2019 Altra Plan			Total All Plans
Balance at January 1, 2019	$	1.9		$	—		$	1.9
Restructuring expense incurred		5.7			8.4			14.1
Cash payments		(6.1	)		(5.8	)		(11.9	)
Balance at December 31, 2019		1.5			2.6			4.1
Restructuring expense incurred		0.5			6.9			7.4
Cash payments		(1.5	)		(7.7	)		(9.2	)
Balance at December 31, 2020		0.5			1.8			2.3
Restructuring expense incurred		—			3.0			3.0
Cash payments		(0.5	)		(4.3	)		(4.8	)
Balance at December 31, 2021	$	—		$	0.5		$	0.5

Reconciliation of Restructuring Expense by Segment

The following table is a reconciliation of restructuring expense by segment for the year ending December 31, 2021.

	2017 Altra Plan		2019 Altra Plan		Total All Plans
Power Transmission Technologies	$	—	$	1.8	$	1.8
Automation & Specialty		—		1.2		1.2
Expense for the year ending December 31, 2021	$	—	$	3.0	$	3.0

The following table is a reconciliation of restructuring expense by segment for the year ending December 31, 2020.

	2017 Altra Plan		2019 Altra Plan		Total All Plans
Power Transmission Technologies	$	0.5	$	4.2	$	4.7
Automation & Specialty		—		2.7		2.7
Expense for the year ending December 31, 2020	$	0.5	$	6.9	$	7.4

The following table is a reconciliation of restructuring expense by segment for the year ending December 31, 2019.

	2017 Altra Plan		2019 Altra Plan		Total All Plans
Power Transmission Technologies	$	5.7	$	0.8	$	6.5
Automation & Specialty		—		7.6		7.6
Expense for the year ending December 31, 2019	$	5.7	$	8.4	$	14.1

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Derivative Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2021

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Summary of Balance of Company's Derivative Instruments Designated as Cash Flow Hedge

The following table summarizes the balance of the Company's derivative instruments designated as cash flow hedges (in millions).

	Amount of Gain/(Loss) in AOCIL
	2021		2020
Cash flow hedge:
Interest rate swap agreement	$	-	$	(25.7	)

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Segment and Geographic Information (Tables)

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Segment Financial Information and Reconciliation of Segments Revenue to Consolidated Revenue

Segment financial information and a reconciliation of segment results to consolidated results follows:

	Year Ended December 31,
	2021			2020			2019
Net Sales:
Power Transmission Technologies	$	924.8		$	818.6		$	907.7
Automation & Specialty		979.0			911.8			931.0
Inter-segment eliminations		(4.0	)		(4.4	)		(4.6	)
Net sales	$	1,899.8		$	1,726.0		$	1,834.1
Income from operations:
Segment earnings:
Power Transmission Technologies	$	128.6		$	97.5		$	113.5
Automation & Specialty (1)		(8.3	)		(10.4	)		132.3
Corporate (2)		(19.9	)		(2.2	)		(7.6	)
Restructuring and consolidation costs		(3.0	)		(7.4	)		(14.1	)
Income from operations		97.4			77.5			224.1
Other non-operating (income) expense:
Net interest expense		94.5			72.1			73.8
Other non-operating expense (income), net		(4.9	)		1.4			2.1
		89.6			73.5			75.9
Income before income taxes		7.8			4.0			148.2
(Benefit)/Provision for income taxes		(19.9	)		29.5			21.0
Net income/(loss)	$	27.7		$	(25.5	)	$	127.2

(1) During the fourth quarter of 2021, the Company recorded a non-cash impairment charge of $142.4 million at the JVS reporting unit related to the held for sale classification. During the first quarter of 2020, the Company recorded non-cash impairment charges of $8.4 million and $139.1 million for indefinite-lived intangible assets and goodwill, respectively, at the JVS reporting unit.

(2) Certain expenses are maintained at the corporate level and not allocated to the segments. These include various administrative expenses related to the corporate headquarters, depreciation on capitalized software costs, non-capitalizable software implementation costs and acquisition related expenses.

Reconciliation of Segment Assets to Consolidated Assets

Selected information by segment (continued)

	Years Ended December 31,
	2021		2020		2019
Depreciation and amortization:
Power Transmission Technologies	$	31.5	$	32.9	$	33.6
Automation & Specialty		88.2		91.5		92.0
Corporate		2.6		3.2		2.8
Total depreciation and amortization	$	122.3	$	127.6	$	128.4
	Years Ended December 31,
	2021		2020
Total assets:
Power Transmission Technologies	$	1,069.4	$	1,063.3
Automation & Specialty		2,879.2		2,997.3
Corporate (1)		182.0		147.5
Total assets	$	4,130.6	$	4,208.1

(1) Corporate assets are primarily cash and cash equivalents, tax related asset accounts, certain capitalized software costs, property, plant and equipment and deferred financing costs.

Net Sales to Third Parties by Geographic Region

	Net Sales						Property, Plant and Equipment
	Years Ended December 31,						Years Ended December 31,
	2021		2020		2019		2021		2020
North America (primarily U.S.)	$	1,018.3	$	914.9	$	1,036.5	$	134.6	$	191.1
Europe excluding Germany		341.9		289.3		307.7		48.5		52.6
Germany		200.0		185.8		222.7		55.4		63.9
China		222.9		222.5		159.6		24.7		23.3
Asia and other (excluding China)		116.7		113.5		107.6		12.6		13.3
Total	$	1,899.8	$	1,726.0	$	1,834.1	$	275.8	$	344.2

XML

Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($) Country	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Nov. 30, 2021 USD ($)
Organization And Nature Of Business [Line Items]
Number of countries in which the company has production facilities | Country	16
Advertising costs	$ 6.0	$ 5.0	$ 6.6
Tax benefit sustainable	greater than 50%
ASU 2019-12 [Member]
Organization And Nature Of Business [Line Items]
Change in accounting principle, accounting standards update, adoption date	Jan. 01, 2021
Change in accounting principle, accounting standards update, adopted	true
Change in accounting principle, accounting standards update, immaterial effect	true
Minimum [Member]
Organization And Nature Of Business [Line Items]
Amortization period	4 years
Royalty rate indication based on return as a percentage of revenue	1.00%
Maximum [Member]
Organization And Nature Of Business [Line Items]
Amortization period	29 years
Royalty rate indication based on return as a percentage of revenue	2.00%
MTEK [Member]
Organization And Nature Of Business [Line Items]
Minority equity interest in a privately held manufacturing software company		5.0
Notes [Member]
Organization And Nature Of Business [Line Items]
Debt	$ 400.0	400.0
Estimated fair value	427.0
Altra Credit Agreement [Member]
Organization And Nature Of Business [Line Items]
Debt	$ 400.0	$ 1,030.0
Altra Credit Agreement [Member] | Term Loan Facility [Member]
Organization And Nature Of Business [Line Items]
Debt				$ 400.0
Altra Credit Agreement [Member] | Revolving Credit Facility [Member]
Organization And Nature Of Business [Line Items]
Estimated fair value				$ 605.0

XML

Description of Business and Summary of Significant Accounting Policies - Reconciliation of Basic to Diluted Shares Outstanding (Detail) - shares shares in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Shares used in net income per common share - basic	64.8	64.6	64.3
Effect of dilutive shares	0.6		0.2
Shares used in net income per common share - diluted	65.4	64.6	64.5
Shares excluded as their inclusion would be anti-dilutive		0.2

XML

Description of Business and Summary of Significant Accounting Policies - Depreciation and Estimated Useful Life of Property, Plant and Equipment, Including Finance Leases (Detail)	12 Months Ended
	Dec. 31, 2021
Buildings and Improvements [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	7 years
Buildings and Improvements [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	45 years
Machinery and Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	2 years
Machinery and Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	15 years
Finance Lease [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	Life of lease

XML

Description of Business and Summary of Significant Accounting Policies - Reconciliation of Changes in Accumulated Other Comprehensive Income (Loss) by Component (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Accumulated Other Comprehensive Income (Loss) by Component	$ 21.1
Beginning balance	1,996.7	$ 1,922.3	$ 1,848.2
Change in fair value of interest rate swap, net of tax		(11.9)	(9.9)
Reclassification of interest rate swap, net of tax	21.5	6.9
Pension & other post retirement benefit obligation adjustment, net of tax	3.3	(2.6)	(1.4)
Reclassification adjustment of pension plan, net of tax	0.6	0.4	0.1
Foreign currency translation adjustment	(57.5)	87.0	(26.9)
Change in fair value of net investment hedge, net of tax		31.2	19.8
Net current-period other comprehensive income/(loss)	(32.1)	111.0	(18.3)
Accumulated Other Comprehensive Income (Loss) by Component	(11.0)	21.1
Ending balance	1,985.1	1,996.7	1,922.3
Gains and (Losses) on Cash Flow Hedges [Member]
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Accumulated Other Comprehensive Income (Loss) by Component	(21.5)	(16.5)	(6.6)
Change in fair value of interest rate swap, net of tax		(11.9)	(9.9)
Reclassification of interest rate swap, net of tax	21.5	6.9
Net current-period other comprehensive income/(loss)	21.5	(5.0)	(9.9)
Accumulated Other Comprehensive Income (Loss) by Component		(21.5)	(16.5)
Pension & Other Post Retirement Benefit Plans [Member]
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Accumulated Other Comprehensive Income (Loss) by Component	(3.7)	(1.5)	(0.2)
Pension & other post retirement benefit obligation adjustment, net of tax	3.3	(2.6)	(1.4)
Reclassification adjustment of pension plan, net of tax	0.6	0.4	0.1
Net current-period other comprehensive income/(loss)	3.9	(2.2)	(1.3)
Accumulated Other Comprehensive Income (Loss) by Component	0.2	(3.7)	(1.5)
Cumulative Foreign Currency Translation Adjustment [Member]
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Accumulated Other Comprehensive Income (Loss) by Component	46.3	(71.9)	(64.8)
Foreign currency translation adjustment	(57.5)	87.0	(26.9)
Change in fair value of net investment hedge, net of tax		31.2	19.8
Net current-period other comprehensive income/(loss)	(57.5)	118.2	(7.1)
Accumulated Other Comprehensive Income (Loss) by Component	(11.2)	46.3	(71.9)
Accumulated Other Comprehensive Income (Loss) [Member]
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	21.1	(89.9)	(71.6)
Ending balance	$ (11.0)	$ 21.1	$ (89.9)

XML

Revenue Recognition - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2021 Channel
Revenue From Contract With Customer [Abstract]
Number of distribution channels	3

XML

Revenue Recognition - Disaggregates Revenue for Each Reportable Segment and Geographic Region (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation Of Revenue [Line Items]
Net sales	$ 1,899.8	$ 1,726.0	$ 1,834.1
North America (primarily U.S.) [Member]
Disaggregation Of Revenue [Line Items]
Net sales	1,018.3	914.9	1,036.5
Europe Excluding Germany [Member]
Disaggregation Of Revenue [Line Items]
Net sales	341.9	289.3	307.7
Germany [Member]
Disaggregation Of Revenue [Line Items]
Net sales	200.0	185.8	222.7
China [Member]
Disaggregation Of Revenue [Line Items]
Net sales	222.9	222.5	159.6
Asia And Other (Excluding China) [Member]
Disaggregation Of Revenue [Line Items]
Net sales	116.7	113.5	107.6
Operating Segments [Member] | Power Transmission Technologies [Member]
Disaggregation Of Revenue [Line Items]
Net sales	924.8	818.6	907.7
Operating Segments [Member] | Automation & Specialty [Member]
Disaggregation Of Revenue [Line Items]
Net sales	979.0	911.8	931.0
Intersegment Eliminations [Member]
Disaggregation Of Revenue [Line Items]
Net sales	$ (4.0)	$ (4.4)	$ (4.6)

XML

Revenue Recognition - Summary of Opening and Closing Balances of Current Contract Liability (Detail) - ASU 2014-09 [Member] - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Disaggregation Of Revenue [Line Items]
Beginning balance	$ 10.3	$ 8.4
Closing balance	13.5	10.3
Increase	$ 3.2	$ 1.9

XML

Acquisitions and Divestitures - Additional Information (Detail) $ in Millions			3 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($)	Oct. 01, 2018 Company	Dec. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Business Acquisition [Line Items]
Amount borrowed to finance acquisition				$ 610.0	$ 100.0
Non-cash goodwill impairment charge					139.1
Impairment charge				$ 142.4	147.5
Business combination, purchase price adjustment and measurement period adjustments					$ 1.9	$ 29.5
Minimum [Member]
Business Acquisition [Line Items]
Amortization period				4 years
Maximum [Member]
Business Acquisition [Line Items]
Amortization period				29 years
JVS Divestiture [Member] | Held for Sale [Member]
Business Acquisition [Line Items]
Non-cash goodwill impairment charge			$ 60.0
Asset held for sale impairment charge			82.4
Impairment charge			142.4
Nook Industries, LLC [Member]
Business Acquisition [Line Items]
Business acquisition date of acquisition				Dec. 31, 2021
Aggregate purchase price	$ 138.5
Cash post-closing adjustment	125.2
Cash acquired	5.1		5.1	$ 5.1
Noncontingent purchase price holdback	8.2
Nook Industries, LLC [Member] | Revolving Credit Facility [Member]
Business Acquisition [Line Items]
Amount borrowed to finance acquisition	130.0
Nook Industries, LLC [Member] | Accrued Expenses and Other Liabilities [Member]
Business Acquisition [Line Items]
Noncontingent purchase price holdback	8.2
Nook Industries, LLC [Member] | Customer Relationships [Member]
Business Acquisition [Line Items]
Amortization period				18 years
Nook Industries, LLC [Member] | Trade Name [Member]
Business Acquisition [Line Items]
Amortization period				4 years
A&S Business [Member]
Business Acquisition [Line Items]
Aggregate purchase price				$ 2,491.6
Cash acquired	$ 53.5		$ 53.5	53.5
Business combination, number of operating companies in transaction | Company		4
Business combination, purchase price adjustment and measurement period adjustments				$ 29.5		29.5
Business combination, increase in goodwill						$ 47.5
A&S Business [Member] | Customer Relationships [Member] | Minimum [Member]
Business Acquisition [Line Items]
Amortization period				22 years
A&S Business [Member] | Customer Relationships [Member] | Maximum [Member]
Business Acquisition [Line Items]
Amortization period				29 years
A&S Business [Member] | Technology [Member] | Minimum [Member]
Business Acquisition [Line Items]
Amortization period				7 years
A&S Business [Member] | Technology [Member] | Maximum [Member]
Business Acquisition [Line Items]
Amortization period				10 years

XML

Acquisitions and Divestitures - Schedule of Purchase Price Allocation (Detail) - USD ($) $ in Millions			12 Months Ended
	Dec. 31, 2021	Oct. 01, 2018	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Consideration transferred:
A&S acquisition purchase price adjustment				$ 1.9	$ 29.5
Recognized identifiable assets acquired and liabilities assumed:
Goodwill	$ 1,564.0		$ 1,564.0	$ 1,596.0	1,694.9
Nook Industries, LLC [Member]
Consideration transferred:
Total cash consideration	130.3
Purchase price holdback	8.2
Fair value of consideration transferred	138.5
Recognized identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	5.1		5.1
Receivables	3.7		3.7
Inventory	10.8		10.8
Prepaids and other current assets	0.4		0.4
Property, plant and equipment	12.8		12.8
Deferred tax asset	0.9		0.9
Other non-current assets	5.0		5.0
Intangibles	55.1		55.1
Accounts payable	(2.9)		(2.9)
Accrued payroll	(0.7)		(0.7)
Accrued expenses and other current liabilities	(2.7)		(2.7)
Other long term liability	(4.6)		(4.6)
Total identifiable net assets assumed	82.9		82.9
Goodwill	55.6		55.6
A&S Business [Member]
Consideration transferred:
Total cash consideration			1,003.4
Total equity consideration			1,458.7
A&S acquisition purchase price adjustment			29.5		$ 29.5
Fair value of consideration transferred			2,491.6
Recognized identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	53.5		53.5
Receivables	128.9		128.9
Inventory	85.3		85.3
Prepaids and other current assets	6.7		6.7
Property, plant and equipment	177.0		177.0
Other non-current assets	7.5		7.5
Intangibles	1,454.0	$ 1,454.0	1,454.0
Accounts payable	(98.1)		(98.1)
Accrued payroll	(14.7)		(14.7)
Accrued expenses and other current liabilities	(34.1)		(34.1)
Pension liability and other post employment benefits	(12.3)		(12.3)
Deferred tax liability	(366.9)		(366.9)
Other long term liability	(2.9)		(2.9)
Senior unsecured notes assumed	(400.0)		(400.0)
Total identifiable net assets assumed	983.9		983.9
Goodwill	1,507.7		1,507.7
A&S Business [Member] | At Acquisition Date [Member]
Consideration transferred:
Total cash consideration		1,003.4
Total equity consideration		1,458.7
Fair value of consideration transferred		2,462.1
Recognized identifiable assets acquired and liabilities assumed:
Cash and cash equivalents		54.1
Receivables		129.7
Inventory		89.1
Prepaids and other current assets		6.9
Property, plant and equipment		178.3
Other non-current assets		7.9
Intangibles		1,454.0
Accounts payable		(98.9)
Accrued payroll		(15.2)
Accrued expenses and other current liabilities		(33.7)
Pension liability and other post employment benefits		(12.0)
Deferred tax liability		(355.7)
Other long term liability		(2.6)
Senior unsecured notes assumed		(400.0)
Total identifiable net assets assumed		1,001.9
Goodwill		$ 1,460.2
A&S Business [Member] | Measurement Period Adjustments [Member]
Consideration transferred:
A&S acquisition purchase price adjustment			29.5
Fair value of consideration transferred			29.5
Recognized identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	(0.6)		(0.6)
Receivables	(0.8)		(0.8)
Inventory	(3.8)		(3.8)
Prepaids and other current assets	(0.2)		(0.2)
Property, plant and equipment	(1.3)		(1.3)
Other non-current assets	(0.4)		(0.4)
Accounts payable	0.8		0.8
Accrued payroll	0.5		0.5
Accrued expenses and other current liabilities	(0.4)		(0.4)
Pension liability and other post employment benefits	(0.3)		(0.3)
Deferred tax liability	(11.2)		(11.2)
Other long term liability	(0.3)		(0.3)
Total identifiable net assets assumed	(18.0)		(18.0)
Goodwill	$ 47.5		$ 47.5

XML

Acquisitions and Divestitures - Schedule of Intangible Assets Acquired (Detail) - USD ($) $ in Millions	Dec. 31, 2021	Oct. 01, 2018
Nook Industries, LLC [Member]
Intangible assets acquired consist of:
Customer relationships	$ 54.0
Trade names and trademarks	1.1
Total intangible assets	55.1
A&S Business [Member]
Intangible assets acquired consist of:
Customer relationships		$ 1,025.0
Trade names and trademarks		209.0
Technology		204.0
In-process research and development ("IPR&D")		16.0
Total intangible assets	$ 1,454.0	$ 1,454.0

XML

Acquisitions and Divestitures - Schedule of Unaudited Pro Forma Results of Operations (Detail) - Nook Industries, LLC [Member] - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Total revenues	$ 1,940.6	$ 1,764.1
Net income (loss)	$ 31.0	$ (30.0)
Basic earnings per share	$ 0.48	$ (0.46)
Diluted earnings per share	$ 0.47	$ (0.46)

XML

Acquisitions and Divestitures - Schedule of Assets and Liabilities of JVS Business Classified as Held for Sale (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current Assets
Trade receivables	$ 224.5	$ 240.8
Inventories	267.8	210.4
Prepaid expenses and other current assets	40.4	35.7
Property, plant and equipment, net	275.8	344.2
Goodwill	1,564.0	1,596.0	$ 1,694.9
Intangible assets, net	1,057.2	1,459.6
Other assets	13.5	14.2
Total assets	4,130.6	4,208.1
Current Liabilities
Accounts payable	173.3	163.6
Deferred tax liabilities	250.5	359.6
Other liabilities	7.3	$ 14.3
JVS Divestiture [Member] | Held for Sale [Member]
Current Assets
Trade receivables	11.3
Inventories	16.3
Prepaid expenses and other current assets	2.3
Property, plant and equipment, net	64.6
Intangible assets, net	364.5
Other assets	0.7
Impairment on carrying value	(82.4)
Total assets	377.3
Current Liabilities
Accounts payable	20.8
Other current liabilities	9.8
Deferred tax liabilities	22.3
Other liabilities	0.1
Liabilities, Total	$ 53.0

XML

Acquisitions and Divestitures - Schedule of Assets and Liabilities of JVS Business Classified as Held for Sale (Parenthetical) (Details) $ in Millions	Dec. 31, 2021 USD ($)
JVS Divestiture [Member] | Held for Sale [Member]
Business Acquisition [Line Items]
Favorable cumulative foreign currency translation adjustment and accumulated other post retirement benefit obligation gains	$ 10.8

XML

Lease Accounting - Additional Information (Detail) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Right-of-use ("ROU") assets for operating and finance leases	$ 50.1	$ 41.3
Lease liabilities for operating and finance leases	$ 52.0	$ 43.4

XML

Lease Accounting - Quantitative Information Regarding Lease Cost (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Lease cost:
Operating lease cost	$ 16.1	$ 14.2
Short-term lease cost	0.4	0.3
Total lease cost	$ 16.5	$ 14.5

XML

Lease Accounting - Quantitative Information Regarding Lease Cost (Parenthetical) (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Lease or sublease income	$ 0	$ 0

XML

Lease Accounting - Quantitative Information Regarding Maturities of Lease Liabilities (Detail) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Maturities of Lease Liabilities, Operating Leases
2022, Operating Leases	$ 15.8
2023, Operating Leases	12.8
2024, Operating Leases	9.0
2025, Operating Leases	6.2
2026, Operating Leases	4.1
After 2026, Operating Leases	9.1
Total lease payments, Operating Leases	57.0
Less interest, Operating Leases	(5.1)
Present value of lease liabilities, Operating Leases	51.9
Maturities of Lease Liabilities, Finance Leases
2022, Finance Leases	0.1
Total lease payments, Finance Leases	0.1
Present value of lease liabilities, Finance Leases	$ 0.1	$ 0.3
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Other Liabilities Noncurrent	Other Liabilities Noncurrent

XML

Lease Accounting - Quantitative Information Regarding Other Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 16.4	$ 14.6
Weighted average remaining lease term - finance leases (in years)	1 year 3 months 14 days	1 year 9 months 29 days
Weighted average remaining lease term - operating leases (in years)	5 years 10 days	3 years 6 months 10 days
Average discount rate - finance leases	5.07%	5.50%
Average discount rate - operating leases	3.52%	3.56%

XML

Inventories - Summary of Inventories (Detail) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Raw materials	$ 124.1	$ 95.2
Work in process	26.7	22.1
Finished goods	117.0	93.1
Inventories, net	$ 267.8	$ 210.4

XML

Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Detail) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 601.3	$ 661.1
Less-Accumulated depreciation	(325.5)	(316.9)
Property, plant and equipment, net	275.8	344.2
Land [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	40.6	44.6
Buildings and Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	141.3	149.7
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 419.4	$ 466.8

XML

Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 51.9	$ 57.8	$ 58.0

XML

Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill And Intangible Assets [Line Items]
Goodwill		$ 1,564.0	$ 1,596.0	$ 1,694.9
Indefinite-lived intangible assets and goodwill Impairment charges			139.1
Amortization of intangible assets		$ 70.4	$ 69.8	$ 70.4
Weighted average estimated useful life of intangible assets		14 years
Estimated amortization expense, year 2022		$ 56.8
Estimated amortization expense, year 2023		55.7
Estimated amortization expense, year 2024		55.3
Estimated amortization expense, year 2025		54.9
Estimated amortization expense, year 2026		53.9
Estimated amortization expense, thereafter		$ 568.4
Minimum [Member]
Goodwill And Intangible Assets [Line Items]
Amortization period		4 years
Maximum [Member]
Goodwill And Intangible Assets [Line Items]
Amortization period		29 years
Customer Relationships, Product Technology and Patents [Member] | Minimum [Member]
Goodwill And Intangible Assets [Line Items]
Amortization period		4 years
Customer Relationships, Product Technology and Patents [Member] | Maximum [Member]
Goodwill And Intangible Assets [Line Items]
Amortization period		29 years
Thomson Reporting Unit [Member]
Goodwill And Intangible Assets [Line Items]
Goodwill		$ 443.4
Thomson Reporting Unit [Member] | Maximum [Member]
Goodwill And Intangible Assets [Line Items]
Reporting unit, percentage of fair value in excess of carrying amount		10.00%
All Other Reporting Units [Member]
Goodwill And Intangible Assets [Line Items]
Reporting unit, percentage of fair value in excess of carrying amount		10.00%
Jacobs Vehicle Systems [Member]
Goodwill And Intangible Assets [Line Items]
Non-cash impairment charges	$ 8.4
Indefinite-lived intangible assets and goodwill Impairment charges	$ 139.1

XML

Goodwill and Intangible Assets - Changes in Carrying Value of Goodwill by Segment (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill [Roll Forward]
Goodwill			$ 1,726.7
Accumulated impairment loss			(31.8)
Goodwill, Beginning balance	$ 1,596.0	$ 1,694.9
Impact of changes in foreign currency and other	(27.6)	40.2
Goodwill impairment charge		(139.1)
Acquired goodwill related to the acquisition of Nook Industries	55.6
Other	(60.0)
Goodwill, Ending balance	1,564.0	1,596.0
Power Transmission Technologies [Member]
Goodwill [Roll Forward]
Goodwill			441.9
Accumulated impairment loss			(31.8)
Goodwill, Beginning balance	420.6	410.1
Impact of changes in foreign currency and other	(9.6)	10.5
Goodwill, Ending balance	411.0	420.6
Automation & Specialty [Member]
Goodwill [Roll Forward]
Goodwill			$ 1,284.8
Goodwill, Beginning balance	1,175.4	1,284.8
Impact of changes in foreign currency and other	(18.0)	29.7
Goodwill impairment charge		(139.1)
Acquired goodwill related to the acquisition of Nook Industries	55.6
Other	(60.0)
Goodwill, Ending balance	$ 1,153.0	$ 1,175.4

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Goodwill and Intangible Assets - Gross Carrying Value and Accumulated Amortization of Intangible Assets (Detail) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]
Total intangible assets, cost	$ 1,313.8	$ 1,707.1
Total intangible assets, accumulated amortization	256.6	247.5
Total intangible assets, net	1,057.2	1,459.6
Customer Relationships [Member]
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets subject to amortization, cost	960.2	1,220.2
Total intangible assets, accumulated amortization	206.4	195.0
Intangible assets subject to amortization, net	753.8	1,025.2
Product Technology and Patents [Member]
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets subject to amortization, cost	141.4	211.2
Total intangible assets, accumulated amortization	50.2	52.5
Intangible assets subject to amortization, net	91.2	158.7
Tradenames and Trademarks [Member]
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets not subject to amortization, cost	$ 212.2	259.7
In-process Research and Development [Member]
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets not subject to amortization, cost		$ 16.0

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Warranty Costs - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2021
Minimum [Member]
Guarantor Obligations [Line Items]
Product warranty period	3 months
Maximum [Member]
Guarantor Obligations [Line Items]
Product warranty period	2 years

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Warranty Costs - Changes in Carrying Amount of Accrued Product Warranty Costs (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Movement in Liabilities for Guarantees on Long-Duration Contracts, Guaranteed Benefit Liability, Gross [Roll Forward]
Balance at beginning of year	$ 9.6	$ 10.0	$ 9.4
Accrued current period warranty expense	3.7	3.5	4.0
Payments and adjustments	(5.0)	(3.9)	(3.4)
Balance at end of year	$ 8.3	$ 9.6	$ 10.0

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Income Taxes - Income Before Income Taxes by Domestic and Foreign Locations (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Domestic	$ (143.8)	$ (38.1)	$ 39.6
Foreign	151.6	42.1	108.6
Income before income taxes	$ 7.8	$ 4.0	$ 148.2

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Income Taxes - Components of Provision (Benefit) for Income Taxes (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current:
Federal	$ 18.8	$ 14.5	$ 16.6
State	3.8	2.2	4.6
Non-U.S.	39.6	41.1	32.9
Current provision for income taxes	62.2	57.8	54.1
Deferred:
Federal	(70.8)	(15.3)	(6.7)
State	(6.1)	(2.1)	(5.2)
Non-U.S.	(5.2)	(10.9)	(21.2)
Deferred provision for income taxes	(82.1)	(28.3)	(33.1)
(Benefit)/Provision for income taxes	$ (19.9)	$ 29.5	$ 21.0

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Income Taxes - Reconciliation from Tax at U.S. Federal Statutory Rate to Company's Provision (Benefit) for Income Taxes (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Tax at U.S. federal income tax rate	$ 1.7	$ 0.9	$ 31.1
State taxes, net of federal income tax effect	0.7	0.3	1.8
Other changes in tax rate	(0.2)	(0.2)	(10.6)
Outside basis difference	(11.5)
Foreign taxes	2.3	3.9	0.7
Global intangible low-taxed income	(0.8)	(2.1)	1.3
Valuation allowance	0.5	0.5	0.1
Tax credits and incentives	(2.0)	(2.5)	(2.6)
Impairment charges	14.5	29.0
Other	2.3	(0.3)	(0.8)
(Benefit)/Provision for income taxes	$ (19.9)	$ 29.5	$ 21.0

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Income Taxes - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Unrecognized Tax Benefits [Line Items]
Unrecognized tax benefits	$ 0	$ 0	$ 0
Undistributed earnings in foreign subsidiaries	239,600,000
Foreign earnings no longer considered permanently reinvested	208,500,000
Unrecognized deferred tax amount for undistributed earnings from non-U.S. subsidiaries	31,100,000
Federal and State [Member]
Unrecognized Tax Benefits [Line Items]
Net operating loss carry forwards	13,300,000
Tax credits available	1,700,000
Non U.S. [Member]
Unrecognized Tax Benefits [Line Items]
NOL and capital loss carryforwards	$ 19,600,000
Earliest Tax Year [Member] | Federal and State [Member]
Unrecognized Tax Benefits [Line Items]
Net operating loss carry forwards, expiration year	2025
Tax credit, expiration year	2021
Latest Tax Year [Member] | Federal and State [Member]
Unrecognized Tax Benefits [Line Items]
Net operating loss carry forwards, expiration year	2038
Tax credit, expiration year	2035

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Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Post-retirement obligations	$ 5.7	$ 6.2
Tax credits	1.8	1.8
Expenses not currently deductible	28.7	28.5
Net operating loss carryover	6.0	5.9
Debt and derivative instruments	8.6	2.2
Operating lease liabilities	12.1	9.2
Other	15.2	3.2
Total deferred tax assets	78.1	57.0
Valuation allowance for deferred tax assets	(4.3)	(4.8)
Net deferred tax assets	73.8	52.2
Deferred tax liabilities:
Property, plant and equipment	35.7	38.1
Intangible assets	256.6	343.4
Goodwill	9.9	9.5
Operating lease right of use asset	11.6	8.8
Other	8.2	7.1
Total deferred liabilities	322.0	406.9
Net deferred tax liabilities	$ 248.2	$ 354.7

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Pension and Other Employee Benefits - Reconciliation of Benefit Obligation, Fair Value of Plan Assets and Funded Status of Respective Defined Benefit (Pension) and Postretirement Benefit Plans (Detail) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Amounts recognized in the balance sheet consist of:
Total non-current liabilities		$ 29.9	$ 35.4
Pension Benefits [Member]
Change in benefit obligation:
Obligation at beginning of year		48.3	42.2	$ 63.2
Service cost		0.7	0.7	0.5
Interest cost		0.2	0.3	0.6
Contributions		0.2	0.2	0.2
Settlement transfer to third party	[1]			(19.4)
Actuarial (gains) losses		(0.6)	2.4	(0.4)
Amendments		(0.7)	0.9	(0.7)
Foreign exchange effect		(2.7)	4.0	(0.2)
Benefits paid		(2.2)	(2.4)	(1.6)
Obligation at end of year		43.2	48.3	42.2
Change in plan assets:
Fair value of plan assets, beginning of year		12.9	11.4	31.2
Settlement transfer to third party	[1]			(19.4)
Actual return on plan assets		1.2	0.6	(0.7)
Contributions		0.5	0.6	0.5
Foreign exchange effect		(0.5)	1.1	0.2
Benefits paid		(0.8)	(0.8)	(0.4)
Fair value of plan assets, end of year		13.3	12.9	11.4
Unfunded status		29.9	35.4	30.8
Amounts recognized in the balance sheet consist of:
Total non-current liabilities		$ 29.9	$ 35.4	$ 30.8

[1] For the year ended December 31, 2019, represents settlement transfer to a third party for $19.4 million related to the Company's Swiss Plan

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Pension and Other Employee Benefits - Reconciliation of Benefit Obligation, Fair Value of Plan Assets and Funded Status of Respective Defined Benefit (Pension) and Postretirement Benefit Plans (Parenthetical) (Detail) - Pension Benefits [Member] $ in Millions	12 Months Ended
	Dec. 31, 2019 USD ($)	[1]
Pension Plans Postretirement And Other Employee Benefits [Line Items]
Settlement transfer to third party, obligation	$ 19.4
Settlement transfer to third party, assets	$ 19.4

[1] For the year ended December 31, 2019, represents settlement transfer to a third party for $19.4 million related to the Company's Swiss Plan

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Pension and Other Employee Benefits - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2022
Defined Benefit Pension Plan With Accumulated Benefit Obligation In Excess Of Fair Value Of Plan Assets [Line Items]
Defined contribution plans, maximum employee contribution	75.00%
Contribution description	The Company makes matching contributions equal to half of the first six percent of eligible compensation contributed by each employee
Percent of contribution made	6.00%
Defined benefit plan, supplementary contributions by employer	$ 11,800,000	$ 11,400,000	$ 10,000,000.0
Accumulated other comprehensive (loss) income, tax	800,000	1,000,000.0	600,000
Accumulated other comprehensive (loss) income, Net of tax	1,100,000	3,700,000	1,500,000
Scenario Forecast [Member]
Defined Benefit Pension Plan With Accumulated Benefit Obligation In Excess Of Fair Value Of Plan Assets [Line Items]
Unrecognized prior service cost included in accumulated other compressive income (loss)				$ 100,000
Prior service cost recognized in net periodic pension cost				0.0
Actuarial losses included in accumulated other comprehensive income (loss)				200,000
Actuarial losses recognized in net periodic pension cost				$ 100,000
U.S Pension Plan 2022 [Member]
Defined Benefit Pension Plan With Accumulated Benefit Obligation In Excess Of Fair Value Of Plan Assets [Line Items]
Minimum cash contribution to pension plan	0
U.S Pension Plan 2023 [Member]
Defined Benefit Pension Plan With Accumulated Benefit Obligation In Excess Of Fair Value Of Plan Assets [Line Items]
Minimum cash contribution to pension plan	0
U.S. Pension Plan 2024 [Member]
Defined Benefit Pension Plan With Accumulated Benefit Obligation In Excess Of Fair Value Of Plan Assets [Line Items]
Minimum cash contribution to pension plan	0
U.S. Pension Plan 2025 [Member]
Defined Benefit Pension Plan With Accumulated Benefit Obligation In Excess Of Fair Value Of Plan Assets [Line Items]
Minimum cash contribution to pension plan	0
U.S. Pension Plan 2026 [Member]
Defined Benefit Pension Plan With Accumulated Benefit Obligation In Excess Of Fair Value Of Plan Assets [Line Items]
Minimum cash contribution to pension plan	0
A&S Business [Member]
Defined Benefit Pension Plan With Accumulated Benefit Obligation In Excess Of Fair Value Of Plan Assets [Line Items]
Accumulated other comprehensive (loss) income, tax	1,700,000
Accumulated other comprehensive (loss) income, Net of tax	1,300,000
A&S Business [Member] | Post Retirement Benefit Plans [Member] | Not Funded [Member] | Other Long-Term Liabilities [Member]
Defined Benefit Pension Plan With Accumulated Benefit Obligation In Excess Of Fair Value Of Plan Assets [Line Items]
Accumulated benefit obligation	$ 4,200,000	$ 6,000,000.0	$ 5,900,000

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Pension and Other Employee Benefits - Key Economic Assumptions Used in Computation of Respective Benefit Obligations (Detail) - Pension Benefits [Member] - Non-U.S. Plans [Member]	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Pension Plans Postretirement And Other Employee Benefits [Line Items]
Discount rate	0.67%	0.61%	1.10%
Rate of compensation increase	2.02%	2.10%	2.01%

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Pension and Other Employee Benefits - Components of Net Periodic Benefit Cost (Detail) - Pension Benefits [Member] - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 0.7	$ 0.7	$ 0.5
Interest cost	0.2	0.3	0.6
Non-U.S. Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	0.7	0.7	0.5
Interest cost	0.2	0.3	0.6
Expected return on plan assets	(0.4)	(0.5)	(1.1)
Amortization of actuarial losses and prior year service costs	0.6	0.4	0.1
Net periodic benefit cost	$ 1.1	$ 0.9	$ 0.1

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Pension and Other Employee Benefits - Economic Assumptions Used in Computation of Respective Net Periodic Benefit Cost (Detail) - Pension Benefits [Member] - Non-U.S. Plans [Member]	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Economic Assumptions Used In Measuring Of Fair Value Securitized Loans [Line Items]
Discount rate	2.66%	1.86%	0.91%
Rate of compensation increase	2.60%	2.63%	1.75%
Expected return on plan assets	3.40%	3.70%	3.75%

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Pension and Other Employee Benefits - Amounts Recognized in Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Compensation And Retirement Disclosure [Abstract]
Unrecognized actuarial (loss) gain	$ (2.1)	$ (4.2)	$ (2.1)
Unrecognized prior service credit	1.0	0.5	0.6
Accumulated other comprehensive (loss) income (net of $0.8 million, $1.0 million and $0.6 million of tax benefit, respectively)	$ (1.1)	$ (3.7)	$ (1.5)

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Pension and Other Employee Benefits - Amounts Recognized in Accumulated Other Comprehensive Income (Loss) (Parenthetical) (Detail) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Compensation And Retirement Disclosure [Abstract]
Accumulated other comprehensive (loss) income, Net of tax	$ 0.8	$ 1.0	$ 0.6

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Pension and Other Employee Benefits - Other Recognized Change in Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Compensation And Retirement Disclosure [Abstract]
Pension liability adjustment, net of tax	$ 3.3	$ (2.6)	$ (1.4)
Incurred net actuarial (loss) gain	1.3	(2.6)	(1.4)
Amortization of prior service credit		(0.1)	(0.1)
Amortization of net actuarial (loss) gain	0.6	0.5	0.2
Settlement recognition of net actuarial (loss)	0.7
Total recognized in accumulated other comprehensive (loss) income (net of ($0.6 million), $0.5 million and $0.8 million) of tax (loss)/benefit, respectively)	$ 2.6	$ (2.2)	$ (1.3)

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Pension and Other Employee Benefits - Other Recognized Change in Other Comprehensive Income (Loss) (Parenthetical) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Compensation And Retirement Disclosure [Abstract]
Recognized in accumulated other comprehensive (loss) income, tax (loss)/ benefit	$ 0.6	$ 0.5	$ 0.8

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Pension and Other Employee Benefits - Schedule Fair Value of Pension Plan Assets (Detail) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Defined Benefit Pension Plan With Accumulated Benefit Obligation In Excess Of Fair Value Of Plan Assets [Line Items]
Total assets at fair value	$ 13.3	$ 12.9	$ 11.4
Fixed income [Member] | Level 1 [Member]
Defined Benefit Pension Plan With Accumulated Benefit Obligation In Excess Of Fair Value Of Plan Assets [Line Items]
Total assets at fair value	3.8	3.8	3.5
Other Private Investments [Member] | Level 3 [Member]
Defined Benefit Pension Plan With Accumulated Benefit Obligation In Excess Of Fair Value Of Plan Assets [Line Items]
Total assets at fair value	4.2	3.9	3.2
Investment grade [Member] | Level 2 [Member]
Defined Benefit Pension Plan With Accumulated Benefit Obligation In Excess Of Fair Value Of Plan Assets [Line Items]
Total assets at fair value	4.3	4.4	3.9
Cash and cash equivalents [Member] | Level 1 [Member]
Defined Benefit Pension Plan With Accumulated Benefit Obligation In Excess Of Fair Value Of Plan Assets [Line Items]
Total assets at fair value	$ 1.0	$ 0.8	$ 0.8

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Pension and Other Employee Benefits - Summary of Amounts of Expected Benefit Payments (Detail) $ in Millions	Dec. 31, 2021 USD ($)
Defined Benefit Plan Expected Future Benefit Payments Maturity [Line Items]
2022	$ 2.3
2023	2.0
2024	2.5
2025	2.1
2026	1.9
Thereafter	$ 9.4

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Long-Term Debt - Outstanding Debt Obligations (Detail) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Finance leases	$ 0.1	$ 0.3
Total gross debt	1,414.3	1,443.2
Less: debt discount and deferred financing costs	(2.2)	(18.5)
Total debt, net of debt discount and deferred financing costs	1,412.1	1,424.7
Less current portion of long-term debt	(11.1)	(16.6)
Total long-term debt	1,401.0	1,408.1
Term Loan [Member]
Debt Instrument [Line Items]
Debt	400.0	1,030.0
Revolver [Member]
Debt Instrument [Line Items]
Debt	605.0
Notes [Member]
Debt Instrument [Line Items]
Debt	400.0	400.0
Mortgages and Other [Member]
Debt Instrument [Line Items]
Debt	$ 9.2	$ 12.9

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Long-Term Debt - Additional Information (Detail) ¥ in Millions			12 Months Ended
	Nov. 17, 2021 USD ($)	Oct. 01, 2018 USD ($)	Dec. 31, 2021 USD ($) Foreign	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2021 CNY (¥) Foreign	Dec. 30, 2021 USD ($)	Nov. 30, 2021 USD ($)
Debt Instrument [Line Items]
Amortization of deferred financing costs			$ 4,000,000.0	$ 4,600,000	$ 4,600,000
Finance lease obligations			100,000	300,000
Borrowings under overdraft agreements			0	0
Loss on debt extinguishment of term loan			(15,400,000)
Working Capital Line of Credit [Member]
Debt Instrument [Line Items]
Outstanding debt			$ 300,000			¥ 1.9
Number of foreign subsidiaries | Foreign			1			1
Mortgages and Other Agreements [Member]
Debt Instrument [Line Items]
Description about maturity date of debt instrument			The debt has interest rates that range from 1.00% to 2.5%, with various quarterly and monthly installments through 2028.
Minimum [Member] | Mortgages and Other Agreements [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate percentage			1.00%			1.00%
Maximum [Member] | Mortgages and Other Agreements [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate percentage			2.50%			2.50%
Altra Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Notice provided to administrate agent of credit facility to repay outstanding amount								$ 5,000,000.0
2021 Altra Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Notice provided to administrate agent of credit facility to draw amount							$ 130,000,000.0
Credit Agreement [Member]
Debt Instrument [Line Items]
Proceeds from credit facilities	$ 880,000,000.0
Amortization of deferred financing costs			$ 3,700,000
Outstanding debt			1,005,000,000.0
Letters of credit outstanding			$ 4,800,000	$ 4,500,000
Credit Agreement [Member] | Term Loan Facility [Member]
Debt Instrument [Line Items]
Debt instrument, term	5 years
Maximum amount available	$ 400,000,000.0
Credit Agreement [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt instrument, term	5 years
Maximum amount available	$ 1,000,000,000.0
Notice provided to administrate agent of credit facility to draw amount	$ 480,000,000.0
Credit Agreement [Member] | Credit Facilities [Member]
Debt Instrument [Line Items]
Debt instrument, maturity date			Nov. 17, 2026
Debt instrument, description of variable rate basis			Interest on the amounts outstanding under the Credit Facilities is calculated using either a Base Rate or Eurocurrency Rate, plus the applicable margin. The applicable margins for Eurocurrency Loans are between 1.000% to 1.750%, and for Base Rate Loans are between 0.000% and 0.750%. The amounts of the margins are calculated based on the Total Leverage Ratio (as defined in the Credit Agreement).
Line of credit facility, interest rate during period			1.59%
Amount available under credit facility			$ 390,200,000
Credit Agreement [Member] | Credit Facilities [Member] | Minimum [Member] | Eurocurrency Rate [Member]
Debt Instrument [Line Items]
Applicable margins for loans	1.00%
Credit Agreement [Member] | Credit Facilities [Member] | Minimum [Member] | Base Rate Loans [Member]
Debt Instrument [Line Items]
Applicable margins for loans	0.00%
Credit Agreement [Member] | Credit Facilities [Member] | Maximum [Member] | Eurocurrency Rate [Member]
Debt Instrument [Line Items]
Applicable margins for loans	1.75%
Credit Agreement [Member] | Credit Facilities [Member] | Maximum [Member] | Base Rate Loans [Member]
Debt Instrument [Line Items]
Applicable margins for loans	0.75%
2018 Credit Agreement [Member]
Debt Instrument [Line Items]
Repayment of debt including unpaid principal and accrued interest	$ 881,000,000.0
Loss on debt extinguishment of term loan			$ 15,400,000
2018 Credit Agreement [Member] | 2018 Term Loan Facility [Member]
Debt Instrument [Line Items]
Maximum amount available		$ 1,340,000,000.0
2018 Credit Agreement [Member] | 2018 Credit Facilities [Member]
Debt Instrument [Line Items]
Maximum amount available		300,000,000.0
A&S Business [Member] | 6.125% Senior Notes Due 2026 [Member] | Newco [Member]
Debt Instrument [Line Items]
Debt instrument, aggregate principal amount		$ 400,000,000
Debt instrument, interest rate percentage		6.125%
Debt instrument, maturity date		Oct. 01, 2026
Debt instrument, interest payment terms			The Notes will mature on October 1, 2026. Interest on the Notes accrues from October 1, 2018 and is payable semi-annually commencing on April 1, 2019. The Notes may be redeemed at the option of the issuer on or after October 1, 2023.
Debt instrument, semi-annually, payable date		Apr. 01, 2019
Debt instrument, redemption, description			The Notes may be redeemed at the option of the issuer on or after October 1, 2023.
Debt instrument, redemption period, start date		Oct. 01, 2023

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Long-Term Debt - Maturities on Long-Term Borrowings (Detail) $ in Millions	Dec. 31, 2021 USD ($)
Debt Disclosure [Abstract]
2022	$ 11.1
2023	20.9
2024	20.2
2025	20.2
2026	1,335.0
Thereafter	6.8
Total	$ 1,414.2

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Stockholders' Equity - Additional Information (Detail) - USD ($)		1 Months Ended	12 Months Ended
	Oct. 19, 2016	Oct. 31, 2018	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Oct. 01, 2018	Sep. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares authorized (in shares)			120,000,000	120,000,000		120,000,000	90,000,000
Common stock, shares issued (in shares)			64,923,539	64,676,567
Common stock, shares outstanding (in shares)			64,923,539	64,676,567
Preferred Stock, shares authorized (in shares)			10,000,000
Preferred Stock, shares issued (in shares)			0	0	0
Preferred Stock, shares outstanding (in shares)			0	0	0
Compensation expense			$ 15,700,000	$ 13,200,000	$ 13,600,000
Remaining compensation cost yet to be recognized			$ 19,800,000
Remaining compensation cost yet to be recognized , period			3 years
Intrinsic value of options exercised			$ 2,500,000
Cash proceeds from exercise of stock options			2,200,000
Stock repurchase program, expiration period	Dec. 31, 2019
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock repurchase program, authorized amount	$ 30,000,000.0
Restricted Stock [Member] | A&S Business [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock issued		536,030
Aggregate fair value of awards		$ 21,000,000.0
Fair value attributed to preacquisition savings		$ 3,100,000
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate fair value of awards			8,500,000
Total intrinsic value			13,000,000.0
Performance Share Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate fair value of awards			1,300,000
Total intrinsic value			$ 1,600,000
Period for measuring performance objective			3 years
2014 Plan [Member] | Restricted Shares and Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted shares for vesting period			5 years
2014 Plan [Member] | Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock available for delivery pursuant to the grant of awards (in shares)			4,100,000

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Stockholders' Equity - Summary of Fair Value of Each Option Granted (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)		6 years
Expected volatility factor		30.37%
Risk free interest rate		1.42%
Expected dividend yield		1.95%
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years
Expected volatility factor	42.16%
Risk free interest rate	0.66%
Expected dividend yield	0.80%
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years 6 months
Expected volatility factor	43.11%
Risk free interest rate	0.75%
Expected dividend yield	0.82%
Performance Share Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
PSA fair value per share	$ 64.43	$ 34.35
Expected volatility factor	55.85%	34.23%
Risk free interest rate	0.18%	1.35%
Expected dividend yield	0.00%	0.00%

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Stockholders' Equity - Summary of Stock Option Activity (Detail) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Weighted Average Remaining Contractual Life in Years	8 years
Weighted Average Remaining Contractual Life in Years, options exercisable at December 31, 2021	7 years 9 months 18 days
Weighted Average Remaining Contractual Life in Years, options unvested and expected to vest at December 31, 2021	8 years 2 months 12 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options outstanding, beginning balance | shares	460,700
Options granted | shares	124,700
Options exercised | shares	(72,200)
Options canceled/forfeited | shares	(13,200)
Options outstanding, ending balance | shares	500,000.0
Options exercisable at December 31, 2021 | shares	231,300
Options unvested and expected to vest at December 31, 2021 | shares	254,400
Weighted-average grant date fair value
Weighted-average grant date fair value, options beginning balance | $ / shares	$ 32.48
Weighted-average grant date fair value, options granted | $ / shares	59.40
Weighted-average grant date fair value, options exercised | $ / shares	30.72
Weighted-average grant date fair value, options canceled/forfeited | $ / shares	39.43
Weighted-average grant date fair value, options ending balance | $ / shares	39.26
Weighted-average grant date fair value, options exercisable at December 31, 2021 | $ / shares	35.83
Weighted-average grant date fair value, options unvested and expected to vest at December 31, 2021 | $ / shares	$ 42.02
Aggregate Intrinsic Value, options outstanding | $	$ 7.1
Aggregate Intrinsic Value, options exercisable at December 31, 2021 | $	3.9
Aggregate Intrinsic Value, options unvested and expected to vest at December 31, 2021 | $	$ 3.1

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Stockholders' Equity - Summary of Restricted Stock Unit Activity (Detail) - Restricted Stock Units (RSUs) [Member] $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Shares unvested, beginning balance | shares	515,800
Shares granted | shares	158,100
Shares vested | shares	(221,300)
Shares canceled/forfeited | shares	(32,100)
Shares unvested, ending balance | shares	420,500
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted-average grant date fair value, beginning balance | $ / shares	$ 35.26
Weighted-average grant date fair value, shares granted | $ / shares	59.32
Weighted-average grant date fair value, shares vested | $ / shares	38.40
Weighted-average grant date fair value, shares canceled/forfeited | $ / shares	40.50
Weighted-average grant date fair value, ending balance | $ / shares	$ 42.21
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Abstract]
Aggregate Intrinsic Value at December 31, 2021 | $	$ 21.7

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Stockholders' Equity - Summary of Performance Share Awards Activity (Detail) - Performance Share Awards $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Shares unvested, beginning balance | shares	268,000.0
Shares granted | shares	63,700
Shares vested | shares	(28,300)
Shares canceled/forfeited | shares	(16,900)
Shares unvested, ending balance | shares	286,500
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted-average grant date fair value, beginning balance | $ / shares	$ 36.21
Weighted-average grant date fair value, shares granted | $ / shares	63.03
Weighted-average grant date fair value, shares vested | $ / shares	45.80
Weighted-average grant date fair value, shares canceled/forfeited | $ / shares	51.25
Weighted-average grant date fair value, ending balance | $ / shares	$ 40.23
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Intrinsic Value, Amount Per Share [Abstract]
Aggregate Intrinsic Value at December 31, 2021 | $	$ 14.8

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Concentrations - Additional Information (Detail) - Customer	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Concentration Risk [Line Items]
Sales contract payments due period	30 days
Sales Revenue, Net [Member]
Concentration Risk [Line Items]
Number of customers representing over 10% of total sales	0	0	0

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Restructuring, Asset Impairment, and Transition Expenses - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Restructuring Cost And Reserve [Line Items]
Restructuring costs	$ 3.0	$ 7.4	$ 14.1
Workforce Reductions [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring costs	2.0	5.0	5.9
Consolidation and Relocation Costs [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring costs	0.8	0.6	1.5
Other Restructuring Expense [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring costs	0.2	1.3	1.0
2017 Altra Plan [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring costs	0.0	0.5	5.7
2017 Altra Plan [Member] | Severance [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring costs			1.8
2017 Altra Plan [Member] | Consolidation Costs [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring costs			1.5
2017 Altra Plan [Member] | Employee Relocation [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring costs			1.5
2017 Altra Plan [Member] | Other Restructuring Costs [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring costs			0.9
2019 Altra Plan [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring costs	$ 3.0	$ 6.9	$ 8.4
Expected period to incur restructuring expense			2 years
2019 Altra Plan [Member] | Minimum [Member]
Restructuring Cost And Reserve [Line Items]
Expected additional restructuring cost remaining			$ 1.0
2019 Altra Plan [Member] | Maximum [Member]
Restructuring Cost And Reserve [Line Items]
Expected additional restructuring cost remaining			$ 2.0

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Restructuring, Asset Impairment, and Transition Expenses - Reconciliation of Accrued Restructuring Costs (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Restructuring Reserve [Roll Forward]
Beginning Balance	$ 2.3	$ 4.1	$ 1.9
Restructuring expense incurred	3.0	7.4	14.1
Cash payments	(4.8)	(9.2)	(11.9)
Ending Balance	0.5	2.3	4.1
2017 Altra Plan [Member]
Restructuring Reserve [Roll Forward]
Beginning Balance	0.5	1.5	1.9
Restructuring expense incurred	0.0	0.5	5.7
Cash payments	(0.5)	(1.5)	(6.1)
Ending Balance		0.5	1.5
2019 Altra Plan [Member]
Restructuring Reserve [Roll Forward]
Beginning Balance	1.8	2.6
Restructuring expense incurred	3.0	6.9	8.4
Cash payments	(4.3)	(7.7)	(5.8)
Ending Balance	$ 0.5	$ 1.8	$ 2.6

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Restructuring, Asset Impairment, and Transition Expenses - Summary of Reconciliation of Restructuring Expense by Segment (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Restructuring Cost And Reserve [Line Items]
Restructuring expense	$ 3.0	$ 7.4	$ 14.1
Operating Segments [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring expense	3.0	7.4	14.1
Operating Segments [Member] | Power Transmission Technologies [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring expense	1.8	4.7	6.5
Operating Segments [Member] | Automation & Specialty [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring expense	1.2	2.7	7.6
2017 Altra Plan [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring expense	0.0	0.5	5.7
2017 Altra Plan [Member] | Operating Segments [Member] | Power Transmission Technologies [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring expense		0.5	5.7
2019 Altra Plan [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring expense	3.0	6.9	8.4
2019 Altra Plan [Member] | Operating Segments [Member] | Power Transmission Technologies [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring expense	1.8	4.2	0.8
2019 Altra Plan [Member] | Operating Segments [Member] | Automation & Specialty [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring expense	$ 1.2	$ 2.7	$ 7.6

XML

Derivative Financial Instruments - Additional Information (Detail) - USD ($) $ in Millions		1 Months Ended	3 Months Ended	12 Months Ended
	Jan. 31, 2017	Nov. 30, 2021	Jun. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Derivative [Line Items]
Gain (loss) in AOCIL					$ 31.2	$ 19.8
Cross Currency Interest Rate Swap [Member]
Derivative [Line Items]
Proceeds from cross-currency interest rate swaps upon termination				$ 56.2
Paid termination fees				0.9
Gain (loss) in AOCIL				44.8	31.2	19.8
AOCIL tax expense (benefit)				11.4	9.9	3.6
Cross Currency Interest Rate Swap [Member] | Interest Income [Member]
Derivative [Line Items]
Cumulative translation adjustment recognized net interest income (expense), net amount				3.3
Interest Rate Swap [Member]
Derivative [Line Items]
Paid termination fees			$ 0.1
Gain (loss) in AOCIL				(11.9)		(9.9)
AOCIL tax expense (benefit)				3.8		1.7
Maturity date of interest rate swap	Jan. 31, 2020
Fair value of swap			34.7
Net interest expense			$ 0.1		11.5	$ 3.3
Non cash interest expense related to termination of interest rate swap					9.0
Non cash interest expense net of tax related to termination of interest rate swap					$ 6.9
Interest Rate Swap [Member] | Altra Credit Agreement [Member]
Derivative [Line Items]
Non-cash interest expense from AOCIL to earnings				25.7
Non-cash interest expense, net of tax from AOCIL to earnings				$ 21.5
Interest Rate Swap [Member] | Interest Expense [Member] | Altra Credit Agreement [Member]
Derivative [Line Items]
Unrealized loss in AOCIL		$ 14.9

XML

Derivative Financial Instruments - Summary of Balance of Company's Derivative Instruments Designated as Cash Flow Hedge (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Derivative [Line Items]
Gain (loss) in AOCIL		$ 31.2	$ 19.8
Interest Rate Swap Agreement [Member]
Derivative [Line Items]
Gain (loss) in AOCIL	$ (11.9)		$ (9.9)
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Interest Rate Swap Agreement [Member]
Derivative [Line Items]
Gain (loss) in AOCIL	$ 0.0	$ (25.7)

XML

Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Commitments And Contingencies Disclosure [Abstract]
Loss contingency accrual	$ 0	$ 0

XML

Segment and Geographic Information - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2021 Segment
Segment Reporting [Abstract]
Number of reporting segments	2

XML

Segment and Geographic Information - Segment Financial Information and Reconciliation of Segments Revenue to Consolidated Revenue (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 1,899.8	$ 1,726.0	$ 1,834.1
Income from operations	97.4	77.5	224.1
Restructuring and consolidation costs	(3.0)	(7.4)	(14.1)
Net interest expense	94.5	72.1	73.8
Other non-operating expense (income), net	(4.9)	1.4	2.1
Total other non-operating (income) expense, net	89.6	73.5	75.9
Income before income taxes	7.8	4.0	148.2
(Benefit)/Provision for income taxes	(19.9)	29.5	21.0
Net income/(loss)	27.7	(25.5)	127.2
Operating Segments [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Restructuring and consolidation costs	(3.0)	(7.4)	(14.1)
Operating Segments [Member] | Power Transmission Technologies [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	924.8	818.6	907.7
Income from operations	128.6	97.5	113.5
Restructuring and consolidation costs	(1.8)	(4.7)	(6.5)
Operating Segments [Member] | Automation & Specialty [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	979.0	911.8	931.0
Income from operations	(8.3)	(10.4)	132.3
Restructuring and consolidation costs	(1.2)	(2.7)	(7.6)
Intersegment Eliminations [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	(4.0)	(4.4)	(4.6)
Corporate [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Income from operations	$ (19.9)	$ (2.2)	$ (7.6)

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Segment and Geographic Information - Segment Financial Information and Reconciliation of Segments Revenue to Consolidated Revenue (Parenthetical) (Detail) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Dec. 31, 2021	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Revenues From External Customers And Long Lived Assets [Line Items]
Non-cash impairment charges			$ 142.4	$ 147.5
Non-cash goodwill impairment charge				$ 139.1
Jacobs Vehicle Systems [Member]
Revenues From External Customers And Long Lived Assets [Line Items]
Non-cash impairment charges	$ 142.4
Non-cash impairment charges of indefinite-lived intangibles assets		$ 8.4
Non-cash goodwill impairment charge		$ 139.1

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Segment and Geographic Information - Reconciliation of Segment Assets to Consolidated Assets (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenues from External Customers and Long-Lived Assets [Line Items]
Total depreciation and amortization	$ 122.3	$ 127.6	$ 128.4
Total assets	4,130.6	4,208.1
Corporate [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total depreciation and amortization	2.6	3.2	2.8
Total assets	182.0	147.5
Power Transmission Technologies [Member] | Operating Segments [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total depreciation and amortization	31.5	32.9	33.6
Total assets	1,069.4	1,063.3
Automation & Specialty [Member] | Operating Segments [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total depreciation and amortization	88.2	91.5	$ 92.0
Total assets	$ 2,879.2	$ 2,997.3

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Segment and Geographic Information - Net Sales to Third Parties by Geographic Region (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 1,899.8	$ 1,726.0	$ 1,834.1
Property, plant and equipment, net	275.8	344.2
North America (primarily U.S.) [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	1,018.3	914.9	1,036.5
Property, plant and equipment, net	134.6	191.1
Europe Excluding Germany [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	341.9	289.3	307.7
Property, plant and equipment, net	48.5	52.6
Germany [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	200.0	185.8	222.7
Property, plant and equipment, net	55.4	63.9
China [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	222.9	222.5	159.6
Property, plant and equipment, net	24.7	23.3
Asia And Other (Excluding China) [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	116.7	113.5	$ 107.6
Property, plant and equipment, net	$ 12.6	$ 13.3

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Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Feb. 09, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Feb. 08, 2022
Subsequent Event [Line Items]
Cash dividends declared (in USD per share)		$ 0.30	$ 0.31	$ 0.68
Subsequent Event [Member]
Subsequent Event [Line Items]
Cash dividends declared (in USD per share)	$ 0.08
Dividend declaration date	Feb. 09, 2022
Dividend payable date	Apr. 04, 2022
Dividend record date	Mar. 17, 2022
Subsequent Event [Member] | Cummins Inc [Member]
Subsequent Event [Line Items]
Divestiture of issued and outstanding interest of entities, selling price					$ 325

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Schedule II - Valuation and Qualifying Accounts (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Valuation And Qualifying Accounts [Abstract]
Balance at Beginning of Period	$ 4.9	$ 5.1	$ 5.6
Additions	0.1	0.0	0.9
Deductions	(0.9)	(0.2)	(1.4)
Balance at End of Period	$ 4.1	$ 4.9	$ 5.1