Common use of Acknowledgement and Consent to Bail Clause in Contracts

Acknowledgement and Consent to Bail. In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-in Action 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 EEA Financial Institution, its parent undertaking, 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 any EEA Resolution Authority. To the extent not prohibited by Applicable Law, each Lender shall notify the Borrower, Parent and the Administrative Agent if it has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action could be reasonably be expected to be asserted against such Lender). (r) The Credit Agreement is further amended by amending and restating Schedule I thereof in its entirety to read as set forth on Schedule I hereto. (s) The Credit Agreement is further amended by amending and restating Exhibit C thereof in its entirety to read as set forth on Exhibit C hereto. (t) The Credit Agreement is further amended by amending and restating Exhibit G thereof in its entirety to read as set forth on Exhibit G hereto.

Acknowledgement and Consent to Bail. In of EEA EEAAffected Financial Institutions. Notwithstanding Solely to the extent any Lender or the L/C Issuer that is an EEA Financial Institution is a party to this Agreement and notwithstandingNotwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Lender or the L/C Issuer that is an EEAAffected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: : (a) the application of any Write-Down and Conversion Powers by an EEA EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender or the L/C Issuer that is an EEA EEAAffected Financial Institution; and and (b) the effects of any Bail-in In Action 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 EEA EEAAffected Financial Institution, its parent undertaking, 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 or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA EEAthe applicable Resolution Authority. To the extent not prohibited by Applicable Law, each Lender shall notify the Borrower, Parent and the Administrative Agent if it has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action could be reasonably be expected to be asserted against such Lender). (r) The Credit Agreement is further amended by amending and restating Schedule I thereof in its entirety to read as set forth on Schedule I hereto. (s) The Credit Agreement is further amended by amending and restating Exhibit C thereof in its entirety to read as set forth on Exhibit C hereto. (t) The Credit Agreement is further amended by amending and restating Exhibit G thereof in its entirety to read as set forth on Exhibit G hereto.

Acknowledgement and Consent to Bail. In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such partiesthe parties hereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; andand US-DOCS\122695800.10 (b) the effects of any Bail-in In Action 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 EEA Financial Institution, its parent undertakingentity, 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 Writewrite-Down down and Conversion Powers conversion powers of any EEA Resolution Authority. To US-DOCS\122695800.10 Reference is made to that certain Credit Agreement, dated as of March 22, 2017 (as amended, restated, amended and restated, refinanced, extended, supplemented or otherwise modified from time to time, the extent not prohibited by Applicable Law“Credit Agreement”), each Lender shall notify among Superior Industries International, Inc., a Delaware corporation, as the Borrower, Parent Citibank, N.A., as Administrative Agent and as Collateral Agent, the Lenders, the Issuing Banks and the Administrative Agent if it has become other parties from time to time party thereto. Capitalized terms used herein and not otherwise defined herein shall have the subject meanings assigned to such terms in the Credit Agreement. Pursuant to Section 6.02(1) of the Credit Agreement, the undersigned, solely in his/her capacity as a Bail-In Action (or any case or other proceeding in which a Bail-In Action could be reasonably be expected Financial Officer of the Borrower, certifies as follows: [1. The financial statements for the fiscal quarter ending [DATE] delivered pursuant to be asserted against such Lender). (rSection 6.01(2) The of the Credit Agreement is further amended by amending and restating Schedule I thereof delivered herewith fairly present in all material respects the financial condition, results of operations and cash flows of the Borrower and its entirety Subsidiaries in accordance with [GAAP], subject to read as set forth on Schedule I hereto. (s) The Credit Agreement is further amended by amending normal year-end adjustments and restating Exhibit C thereof in its entirety to read as set forth on Exhibit C hereto. (t) The Credit Agreement is further amended by amending and restating Exhibit G thereof in its entirety to read as set forth on Exhibit G hereto.the absence of footnotes.]2

Acknowledgement and Consent to Bail. In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such partiessuchthe parties hereto, each party hereto acknowledges that any liability of any EEA Lender that is an EEAAffected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of an EEA EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party Lenderparty hereto that is an EEA EEAAffected Financial Institution; and (b) (b) the effects of any Bail-in inBail-In Action 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 EEA EEAAffected Financial Institution, its parent undertakingundertakingentity, 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 Writewrite-down and conversion powers of any EEAWrite-Down and Conversion Powers of any EEA the applicable Resolution Authority. To SECTION 10.27. Lender Representations. . AMERICAS/2023095923.12023095923.18 207 Credit Agreement (a) Each Lender (x) represents and warrants, as of the extent not prohibited by Applicable Lawdate such Person became a Lender party hereto, each to, and (y) covenants, from the date such Person became a Lender shall notify party hereto to the Borrowerdate such Person ceases being a Lender party hereto, Parent and for the benefit of, the Administrative Agent if it has become and its Affiliates, and not, for the subject avoidance of a Bail-In Action (doubt, to or for the benefit of the Borrower or any case 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 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or other proceeding more Benefit Plans in which 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 Bailclass exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-In Action could be reasonably be expected 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 be asserted against 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 to the effect that the Lender’s entry into the Loans, the Letters of Credit, the Commitments and the Agreement is not a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code. (rb) The In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), 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 its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that neither the Administrative Agent nor any of its Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the AMERICAS/2023095923.12023095923.18 208 Credit Agreement is further amended by amending and restating Schedule I thereof in its entirety Administrative Agent under this Agreement, any Loan Document or any documents related to read as set forth on Schedule I heretohereto or thereto). (s) The Credit Agreement is further amended by amending and restating Exhibit C thereof in its entirety to read as set forth on Exhibit C hereto. (t) The Credit Agreement is further amended by amending and restating Exhibit G thereof in its entirety to read as set forth on Exhibit G hereto.

Acknowledgement and Consent to Bail. In of EEA Financial Institutions. Notwithstanding NotwithstandingSolely to the extent any Lender or Issuing Bank that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or Issuing Bank that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto heretoLender or Issuing Bank that is an EEA Financial Institution; and (b) the effects of any Bail-in Action 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 EEA Financial Institution, its parent undertaking, 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 Writewrite-Down down and Conversion Powers conversion powers of any EEA Resolution Authority. To Calculation of Liquidity for the extent not prohibited by Applicable LawRelevant Period ended on the Computation Date 1. Monthly Measurement Date 1 – [January 31][April 30][July 31][October 31], each Lender shall notify the Borrower20[_] (Line a plus line b minus line c) $ a. consolidated cash and Cash Equivalents of Borrower and its Subsidiaries as of such Monthly Measurement Date (including cash and Cash Equivalents of Unrestricted Subsidiaries, Parent and the Administrative Agent if it has become the subject of a Bail-In Action but excluding cash or Cash Equivalents that (i) would appear (or would be required to appear) as “restricted” on the consolidated balance sheet of Borrower or (ii) are subject to any case Lien as of such Monthly Measurement Date, other than non-consensual Liens arising by operation of law or Liens permitted under Section 6.02(k)) $ b. the Revolving Commitments in effect as of such Monthly Measurement Date $ c. the Aggregate Total Exposure as of such Monthly Measurement Date $ 2. Monthly Measurement Date 2 – [February 28/29][May 30][August 31][November 30], 20[_] (Line a plus line b minus line c) $ a. consolidated cash and Cash Equivalents of Borrower and its Subsidiaries as of such Monthly Measurement Date (including cash and Cash Equivalents of Unrestricted Subsidiaries, but excluding cash or Cash Equivalents that (i) would appear (or would be required to appear) as “restricted” on the consolidated balance sheet of Borrower or (ii) are subject to any Lien as of such Monthly Measurement Date, other proceeding than non-consensual Liens arising by operation of law or Liens permitted under Section 6.02(k)) $ b. the Revolving Commitments in which effect as of such Monthly Measurement Date $ c. the Aggregate Total Exposure as of such Monthly Measurement Date $ 3. Monthly Measurement Date 3 – [March 31][June 30][September 30][December 31], 20[_] (Line a Bailplus line b minus line c) $ a. consolidated cash and Cash Equivalents of Borrower and its Subsidiaries as of such Monthly Measurement Date (including cash and Cash Equivalents of Unrestricted Subsidiaries, but excluding cash or Cash Equivalents that (i) would appear (or would be required to appear) as “restricted” on the consolidated balance sheet of Borrower or (ii) are subject to any Lien as of such Monthly Measurement Date, other than non-In Action could be reasonably be expected to be asserted against consensual Liens arising by operation of law or Liens permitted under Section 6.02(k)) $ b. the Revolving Commitments in effect as of such Lender). (r) The Credit Agreement is further amended by amending and restating Schedule I thereof in its entirety to read as set forth on Schedule I hereto. (s) The Credit Agreement is further amended by amending and restating Exhibit C thereof in its entirety to read as set forth on Exhibit C hereto. (t) The Credit Agreement is further amended by amending and restating Exhibit G thereof in its entirety to read as set forth on Exhibit G hereto.Monthly Measurement Date $

Acknowledgement and Consent to Bail. In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document this Credit Agreement or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Documenthereunder, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action 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 EEA Financial Institution, its parent undertaking, 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 Credit 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 any EEA Resolution Authority. To the extent not prohibited by Applicable Law, each Lender shall notify the Borrower, Parent and the Administrative Agent if it has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action could be reasonably be expected to be asserted against such Lender). (r) The Credit Agreement is further amended by amending and restating Schedule I thereof in its entirety to read as set forth on Schedule I hereto. (s) The Credit Agreement is further amended by amending and restating Exhibit C thereof in its entirety to read as set forth on Exhibit C hereto. (t) The Credit Agreement is further amended by amending and restating Exhibit G thereof in its entirety to read as set forth on Exhibit G hereto.[SIGNATURES ON FOLLOWING PAGES] NYDOCS02/1161559.5 153 EXECUTION COPY NYDOCS02/1161559.5 154

Acknowledgement and Consent to Bail. In of EEA Financial Institutions. Notwithstanding Solely to the extent any Lender or any L/C Issuer that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or any L/C Issuer that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender or any L/C Issuer that is an EEA Financial Institution; and (b) the effects of any Bail-in Action 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 EEA Financial Institution, its parent undertaking, 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 Writewrite-Down down and Conversion Powers conversion powers of any EEA Resolution Authority. To Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Fourth Amended and Restated Credit Agreement, dated as of June 29, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the extent not prohibited by Applicable Law“Agreement”; the terms defined therein being used herein as therein defined), each Lender shall notify among Targa Resources Partners LP, a Delaware limited partnership (the “Borrower”), Parent the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Collateral Agent, an L/C Issuer and Swing Line Lender, and the Administrative Agent if it has become the subject other parties and agents from time to time party thereto. The undersigned hereby requests (select one): ☐ A Borrowing of Revolving Credit Loans ☐ A Borrowing of Term Loans ☐ A conversion or continuation of Loans 1. On (a Bail-In Action (or any case or other proceeding in which a Bail-In Action could be reasonably be expected to be asserted against such LenderBusiness Day). (r) The Credit Agreement is further amended by amending and restating Schedule I thereof in its entirety to read as set forth on Schedule I hereto. (s) The Credit Agreement is further amended by amending and restating Exhibit C thereof in its entirety to read as set forth on Exhibit C hereto. (t) The Credit Agreement is further amended by amending and restating Exhibit G thereof in its entirety to read as set forth on Exhibit G hereto.

Acknowledgement and Consent to Bail. In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-in Action 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 EEA Financial Institution, its parent undertaking, 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 Writewrite-Down down and Conversion Powers conversion powers of any EEA Resolution Authority.” (l) Notwithstanding anything to the contrary herein or in the Credit Agreement, the Term B Loans will initially be Eurodollar Rate Loans with an interest Period ending on March 31, 2017 and with a Eurodollar Rate of 1.00% per annum for such Interest Period. To Each Term B Lender (including each Rollover Term Lender) waives any right to compensation for losses, expenses or liabilities incurred by such Lender to which it may otherwise have been entitled pursuant to Section 2.16(a) of the extent not prohibited by Applicable LawCredit Agreement in respect of the transactions contemplated hereby. In addition, each Term B Lender (including each Rollover Term Lender) party hereto hereby agrees that this Amendment shall notify constitute notice of the Borrowerinitial Borrowing of Term B Loans required under Section 2.2(a)(ii) of the Credit Agreement, Parent and each Term B Lender (including each Rollover Term Lender) party hereto hereby waives any prior notice requirement under Section 2.2(a)(ii) of the Administrative Agent if it has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action could be reasonably be expected to be asserted against such Lender)Credit Agreement. (r) The Credit Agreement is further amended by amending and restating Schedule I thereof in its entirety to read as set forth on Schedule I hereto. (s) The Credit Agreement is further amended by amending and restating Exhibit C thereof in its entirety to read as set forth on Exhibit C hereto. (t) The Credit Agreement is further amended by amending and restating Exhibit G thereof in its entirety to read as set forth on Exhibit G hereto.

Acknowledgement and Consent to Bail. In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document this Agreement or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, this Agreement may be subject to the Writewrite-Down down and Conversion Powers conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: : (a) the application of any Write-Down and Conversion Powers by (a) an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action 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 EEA Financial Institution, its parent undertakingentity, 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 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 any EEA Resolution Authority. As used herein: “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. “Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. “EEA Financial Institution” means (a) any institution 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 institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. “EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. “EMU Legislation” means legislative measures of the European Union (including, without limitation, the European Council regulations) for the introduction of, changeover to or operation of the Euro in one or more member states. “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. “Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority. To , the extent not prohibited by Applicable Law, each Lender shall notify writedown and conversion powers of such EEA Resolution Authority from time to time under the Borrower, Parent and the Administrative Agent if it has become the subject of a Bail-In Action (or any case or other proceeding Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in which a the EU Bail-In Action could be reasonably be expected to be asserted against such Lender). (r) The Credit Agreement is further amended by amending and restating Schedule I thereof in its entirety to read as set forth on Schedule I hereto. (s) The Credit Agreement is further amended by amending and restating Exhibit C thereof in its entirety to read as set forth on Exhibit C hereto. (t) The Credit Agreement is further amended by amending and restating Exhibit G thereof in its entirety to read as set forth on Exhibit G hereto.Legislation Schedule. [Signature Page Follows]

Acknowledgement and Consent to Bail. In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document this Agreement, the Local Currency Addendum, the Japan Local Currency Addendum or in any other agreement, arrangement or understanding among any such parties, each party hereto and thereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Documentthis Agreement, to the extent such liability is unsecuredLocal Currency Addendum, or the Japan Local Currency Addendum, as applicable, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder or thereunder which may be payable to it by any party hereto or thereto that is an EEA Financial Institution; and (b) the effects of any Bail-in In Action 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 EEA Financial Institution, its parent undertakingentity, 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 Agreement, the Local Currency Addendum or any other Loan Documentthe Japan Local Currency Addendum; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.” 3.14. To Schedule I to the extent not prohibited by Applicable Law, each Lender shall notify the Borrower, Parent and the Administrative Agent if it has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action could be reasonably be expected to be asserted against such Lender). (r) The Existing Credit Agreement is further hereby amended by amending and restating Schedule I thereof restated in its entirety to read as set forth on Schedule I hereto. (s) The 3.15. Exhibit F-2 of the Existing Credit Agreement is further hereby amended by amending and restating Exhibit C thereof restated in its entirety to read as set forth on Exhibit C hereto. (t) The Credit Agreement is further amended by amending and restating Exhibit G thereof in its entirety to read as set forth on Exhibit G hereto.

Acknowledgement and Consent to Bail. In in of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, Document may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-in In Action 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 EEA Financial Institution, its parent undertakingentity, 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 any EEA Resolution Authority. To the extent not prohibited by Applicable Lawapplicable law, rule or regulation, each Lender shall notify the Borrower, Parent Company and the Administrative Agent if it has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action could be reasonably be expected to be asserted against such Lender). (r) The Credit Agreement is further amended by amending and restating Schedule I thereof in its entirety to read as set forth on Schedule I hereto. (s) The Credit Agreement is further amended by amending and restating Exhibit C thereof in its entirety to read as set forth on Exhibit C hereto. (t) The Credit Agreement is further amended by amending and restating Exhibit G thereof in its entirety to read as set forth on Exhibit G hereto.

Acknowledgement and Consent to Bail. In of EEA Financial Institutions. Notwithstanding Solely to the extent any Lender that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and (b) the effects of any Bail-in In Action 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 EEA Financial Institution, its parent undertaking, 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 Writewrite-Down down and Conversion Powers conversion powers of any EEA Resolution Authority. To the extent not prohibited by Applicable Law[SIGNATURE PAGES FOLLOW] Schedule 2.01 Commitments and Pro Rata Shares Lender Tranche A Commitment Pro Rata Share of Tranche A Commitment Bank of America, each N.A. £280,000,000 100.000000000% Lender shall notify the BorrowerTranche B Commitment Pro Rata Share of Tranche B Commitment Bank of America, Parent and the Administrative Agent if it has become the subject of a BailN.A. £345,000,000 100.000000000% Schedule 6.13 Subsidiaries COMPANY NAME JURISDICTION OF INCORPORATION STOCKHOLDER/PERCENTAGE OF OWNERSHIP OF OUTSTANDING SHARES** Alia Corporation Inc. Ontario, Canada Teledyne DALSA, Inc.- 100% CDL do Brasil Equipamentos e Servicios Submarinos Sociedade Empresaria Ltda. Brazil Teledyne CDL Limited- 99% Ocean Design Ltda.- 1% Ensambles de Precision S.A. de C.V. Mexico Teledyne Technologies Incorporated – 99% Teledyne Instruments, Inc.- 1% Intelek Limited United Kingdom Teledyne Technologies Incorporated- 100% Intelek Pension Trustees Limited United Kingdom Intelek Limited- 100% Intelek Properties Limited United Kingdom Rhombi Holdings Limited-100% XxXxxx Lightspeed Corporation (inactive) Delaware Teledyne XxXxxx, Inc.- 100% Lidar Aviation Services, Inc. Ontario, Canada Teledyne Optech Incorporated- 100% Maple Imaging, LLC Delaware Teledyne Technologies Incorporated-100% Ocean Design Ltda. Brazil Teledyne Instruments, Inc.- 99.33% Teledyne Limited -.67% Xxxxxxxx Industries Limited United Kingdom Teledyne Limited-100% Rhombi Canada LP Ontario, Canada Maple Imaging, LLC- .1% Teledyne Technologies Incorporated- 99.9% Rhombi Holdings Limited United Kingdom Teledyne UK Holdings, LLC-100% Teledyne Australia Pty Ltd Australia Teledyne Wireless, LLC- 100% Teledyne Bogatin Enterprises, LLC Kansas Teledyne XxXxxx, Inc.- 100% Teledyne Bowtech Limited United Kingdom Rhombi Holdings Limited- 100% Teledyne Xxxxx Engineering, Inc.* Delaware Teledyne Technologies Incorporated–100% Teledyne XXXXX B.V. Netherlands Teledyne DALSA B.V.-100% Teledyne XXXXX, Inc. Ontario, Canada Teledyne DALSA, Inc.-100% Teledyne XXXXX UK, Ltd. United Kingdom Teledyne Limited – 100% Teledyne XXXXX USA, Inc. Virginia Teledyne Instruments, Inc. – 100% Teledyne Catalyst Enterprises, Inc. (inactive) California Teledyne XxXxxx, Inc.- 100% Teledyne CDL Limited United Kingdom Teledyne Limited- 100% Teledyne CDL, Inc. Texas Teledyne CDL Limited- 100% Teledyne C.M.L. Group Limited (operating assets transferred to Teledyne Limited) United Kingdom Intelek Properties Limited- 100% Teledyne Computer Access Technology Corporation (inactive) Delaware Teledyne XxXxxx, Inc.- 100% Teledyne Controls, LLC Delaware Teledyne Technologies Incorporated- 100% Teledyne DALSA Asia-In Action Pacific Ltd. (or any case or other proceeding in which a Bail-In Action could be reasonably be expected inactive – to be asserted against such Lender). dissolved) Ontario, Canada Teledyne DALSA, Inc.-100% Teledyne DALSA, Inc. Ontario, Canada Teledyne Netherlands B.V.- 100% Teledyne DALSA B.V. Netherlands Teledyne DALSA, Inc.- 100% Teledyne DALSA GmbH Germany Teledyne DALSA, Inc.- 100% Teledyne DALSA K.K. Japan Teledyne DALSA, Inc.-100% Teledyne DALSA (rShanghai) The Credit Agreement is further amended by amending and restating Schedule I thereof in its entirety Trading Co. Ltd. China Teledyne DALSA, Inc.-100% Teledyne DALSA Industrial Products, Inc. Delaware Teledyne Technologies Incorporated- 100% Teledyne DALSA Semiconductor Inc. Ontario, Canada Teledyne DALSA, Inc.-100% Teledyne Denmark A/S Denmark Rhombi Holdings Limited- 100% Teledyne Energy Systems, Inc. Delaware Teledyne Technologies Incorporated – 100% Teledyne France France Teledyne Instruments, Inc. – 100% Teledyne Gavia ehf. Iceland Teledyne Instruments, Inc.- 100% Teledyne Germany GmbH Germany Teledyne Instruments, Inc.- 100% COMPANY NAME JURISDICTION OF INCORPORATION STOCKHOLDER/PERCENTAGE OF OWNERSHIP OF OUTSTANDING SHARES** Teledyne Xxxxxx Research, Inc. 1 California Teledyne Instruments, Inc.- 100% Teledyne ICM SA Belgium Teledyne DALSA B.V.-100% Teledyne Instruments, Inc.* Delaware Teledyne Technologies Incorporated – 100% Teledyne Instruments Malaysia Sdn. Bhd. Malaysia Teledyne Netherlands B.V.- 100% Teledyne Labtech Limited (operating assets transferred to read as set forth on Schedule I hereto. (s) The Credit Agreement is further amended by amending and restating Exhibit C thereof in its entirety to read as set forth on Exhibit C hereto. (t) The Credit Agreement is further amended by amending and restating Exhibit G thereof in its entirety to read as set forth on Exhibit G hereto.Teledyne

Acknowledgement and Consent to Bail. In of EEA EEA<Affected> Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA EEA<Affected> Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA EEA<the applicable> Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA EEA<the applicable> Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA EEA<Affected > Financial Institution; and (b) the effects of any Bail-in In Action 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 EEA EEA<Affected> Financial Institution, its parent undertakingentity, 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 and. Conversion Powers of any EEA EEA<the applicable> Resolution Authority<. To the extent not prohibited by Applicable Law, each Lender shall notify the Borrower, Parent and the Administrative Agent if it has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action could be reasonably be expected to be asserted against such Lender). (r) The Credit Agreement is further amended by amending and restating Schedule I thereof in its entirety to read as set forth on Schedule I hereto. (s) The Credit Agreement is further amended by amending and restating Exhibit C thereof in its entirety to read as set forth on Exhibit C hereto. (t) The Credit Agreement is further amended by amending and restating Exhibit G thereof in its entirety to read as set forth on Exhibit G hereto.><

Acknowledgement and Consent to Bail. In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and (b) the effects of any Bail-in Action 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 EEA Financial Institution, its parent undertaking, 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 Writewrite-Down down and Conversion Powers conversion powers of any EEA Resolution Authority. (a) becomes a Wholly-Owned Subsidiary of the Borrower and (b) does not have any direct or indirect parent company that is a Foreign Subsidiary. To Following the Worldpay Acquisition and to the extent not prohibited and within the time periods required by Applicable LawSections 4.2, 4.4 and 4.6 of the Credit Agreement, the Borrower shall, and shall cause its Subsidiaries to, cause each Lender shall notify WP Domestic Subsidiary to comply with the Borrowerrequirements of Article 4 of the Credit Agreement, Parent including the requirements to (a) become a Guarantor under the Guaranty and a Debtor under the Security Agreement, in each case, by executing and delivering applicable joinders or supplements thereto, (b) execute and deliver such other Collateral Documents (or supplements, assumptions or amendments thereto) as the Administrative Agent if it has become may require, and (c) deliver to the subject of a BailAdministrative Agent such other instruments, documents, certificates and opinions reasonably required by the Administrative Agent in connection therewith. EXHIBIT AB THIRD AMENDED AND RESTATED LOAN AGREEMENT VANTIV, LLC, VARIOUS LENDERS FROM TIME TO TIME PARTY HERETO, [XXXXXX XXXXXXX SENIOR FUNDING, INC.]1, DATED AS OF , 201 , XXXXXX XXXXXXX SENIOR FUNDING, INC., CREDIT SUISSE AGSECURITIES (USA) LLC AND THE BANK OF TOKYO-In Action MITSUBISHI UFJ, LTD., AS CO-SYNDICATION AGENTS, JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS BBVA SECURITIES INC., CITIZENS BANK, N.A., LLOYDS SECURITIES INC., MEDIOBANCA INTERNATIONAL (or any case or other proceeding in which a BailLUXEMBOURG) S.A., MIZUHO BANK, LTD., THE ROYAL BANK OF SCOTLAND PLC, SUMITOMO MITSUI BANKING CORPORATION, UNICREDIT BANK AG, NEW YORK BRANCH, BARCLAYS, BMO CAPITAL MARKETS CORP., CAPITAL ONE, NATIONAL ASSOCIATION AND FIFTH THIRD BANK, AS JOINT LEAD ARRANGERS AND JOINT BOOKUNNERS BAWAG P.S.K. BANK FÜR ARBEIT UND WIRSTSCHAFT UND ÖSTERREICHISCHE POSTSPARKASSE AKTIENGESELLSCHAFT, PEOPLE’S UNITED BANK, NATIONAL ASSOCIATION, PNC BANK, NATIONAL ASSOCIATION AND PNC CAPITAL MARKETS, LLC, AS CO-In Action could be reasonably be expected to be asserted against such Lender).DOCUMENTATION AGENTS, (r) The Credit Agreement is further amended by amending and restating Schedule I thereof in its entirety to read as set forth on Schedule I hereto. (s) The Credit Agreement is further amended by amending and restating Exhibit C thereof in its entirety to read as set forth on Exhibit C hereto. (t) The Credit Agreement is further amended by amending and restating Exhibit G thereof in its entirety to read as set forth on Exhibit G hereto.ARTICLE 1. DEFINITIONS; INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Interpretation 5558

Acknowledgement and Consent to Bail. In of EEA Financial Institutions. Notwithstanding Solely to the extent an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or Fronting Bank that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender or Fronting Bank that is an EEA Financial Institution; and (b) the effects of any Bail-in Action 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 EEA Financial Institution, its parent undertaking, 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 Writewrite-Down down and Conversion Powers conversion powers of any EEA Resolution Authority. To the extent not prohibited by Applicable Law[signature pages follow] THE BANK OF TOKYO-MITSUBISHI UFJ, each Lender shall notify the BorrowerLTD., Parent as Administrative Agent (on and after the Administrative Agent if it has become Succession Effective Date) By: Name: Title: MUFG UNION BANK, N.A., as Collateral Agent (on and after the subject of Collateral Agent Succession Effective Date) and as a BailFronting Bank By: Name: Title: THE BANK OF TOKYO-In Action (or any case or other proceeding in which MITSUBISHI UFJ, LTD., as a Bail-In Action could be reasonably be expected to be asserted against such Lender). (r) The Credit Agreement is further amended by amending Lender By: Name: Title: ROYAL BANK OF CANADA, as a Fronting Bank and restating Schedule I thereof in its entirety to read as set forth on Schedule I hereto. (s) The Credit Agreement is further amended by amending and restating Exhibit C thereof in its entirety to read as set forth on Exhibit C hereto. (t) The Credit Agreement is further amended by amending and restating Exhibit G thereof in its entirety to read as set forth on Exhibit G hereto.a Lender By: Name: Title:

Acknowledgement and Consent to Bail. In of EEA EEAAffected Financial Institutions. Notwithstanding NotwithstandingSolely to the extent any Lender or L/C Issuer that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Lender or L/C Issuer that is an EEAAffected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Writewrite-downWrite-Down and Conversion conversion powers of an EEAConversion Powers of an EEA the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender or L/C Issuer that is an EEA EEAAffected Financial Institution; and (b) the effects of any Bail-in In Action 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 EEA EEAAffected Financial Institution, its parent undertaking, or a bridge 101250789 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 Writewrite-downWrite-Down and Conversion conversion powersConversion Powers of any EEA Resolution Authority. To the extent not prohibited by Applicable Law, each Lender shall notify the Borrower, Parent and the Administrative Agent if it has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action could be reasonably be expected to be asserted against such Lender). (r) The Credit Agreement is further amended by amending and restating Schedule I thereof in its entirety to read as set forth on Schedule I hereto. (s) The Credit Agreement is further amended by amending and restating Exhibit C thereof in its entirety to read as set forth on Exhibit C hereto. (t) The Credit Agreement is further amended by amending and restating Exhibit G thereof in its entirety to read as set forth on Exhibit G hereto.

Acknowledgement and Consent to Bail. In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action 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 EEA Financial Institution, its parent undertakingentity, 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 or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority. To the extent not prohibited by Applicable Law[Signature Pages Follow] 89 AGFIRST FARM CREDIT BANK, each Lender shall notify the Borrowerindividually as a Lender, Parent as an Issuing Bank and the Administrative as a Co­ Syndication Agent if it has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action could be reasonably be expected By Nam Title: Signature Page to be asserted against such Lender). (r) The Credit Agreement is further amended by amending and restating Universal Corporation SCHEDULE 2.01A COMMITMENTS LENDER REVOLVING TERM A-1 LOAN TERM A-2 LOAN COMMITMENT COMMITMENT COMMITMENT JPMORGAN CHASE BANK, N.A. $42,250,623.45 $25,249,376.55 $0 SUNTRUST BANK $42,250,623.44 $25,249,376.56 $0 AGFIRST FARM CREDIT BANK $48,000,000.00 $0 $220,000,000 KEYBANK NATIONAL $28,480,049.88 $17,019,950.12 $0 ASSOCIATION CAPITAL ONE, NATIONAL $28,480,049.88 $17,019,950.12 $0 ASSOCIATION BRANCH BANKING & TRUST $21,907,730.67 $13,092,269.33 $0 COMPANY FIRST TENNESSEE BANK $21,907,730.67 $13,092,269.33 $0 NATIONAL ASSOCIATION UBS SWITZERLAND AG $21,907,730.67 $13,092,269.33 $0 CITIBANK, N.A $21,907,730.67 $13,092,269.33 $0 UNION BANK & TRUST $21,907,730.67 $13,092,269.33 $0 FARM CREDIT BANK OF $35,000,000.00 $0 $0 TEXAS COBANK, ACB $33,000,000.00 $0 $0 FARM CREDIT MID-AMERICA, $30,000,000.00 $0 $0 PCA GREENSTONE FARM CREDIT $17,000,000.00 $0 $0 SERVICES, ACA NORTHWEST FARM CREDIT $16,000,000.00 $0 $0 SERVICES, PCA AGGREGATE $430,000,000 $150,000,000 $220,000,000 COMMITMENTS SCHEDULE 2.01B LETTER OF CREDIT COMMITMENTS LENDER LETTER OF CREDIT COMMITMENT JPMORGAN CHASE BANK, N.A. $8,333,334 SUNTRUST BANK $8,333,333 AGFIRST FARM CREDIT BANK $8,333,333 TOTAL LETTER OF CREDIT COMMITMENTS $25,000,000 Schedule I thereof in its entirety to read as set forth on Schedule I hereto. (s) The Credit Agreement is further amended by amending and restating Exhibit C thereof in its entirety to read as set forth on Exhibit C hereto. (t) The Credit Agreement is further amended by amending and restating Exhibit G thereof in its entirety to read as set forth on Exhibit G hereto.3.05 Material Litigation NONE

Acknowledgement and Consent to Bail. In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement, any Loan Document Note or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Documentthis Agreement, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action 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 EEA Financial Institution, its parent undertaking, 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 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 any EEA Resolution Authority. As used in this Agreement, the following terms shall have the following meanings: “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. “Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. “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. To the extent not prohibited by Applicable Law, each Lender shall notify the Borrower(b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, Parent 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 the Administrative Agent if it has become the is subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action could be reasonably be expected to be asserted against such Lender). (r) The Credit Agreement is further amended by amending and restating Schedule I thereof in consolidated supervision with its entirety to read as set forth on Schedule I hereto. (s) The Credit Agreement is further amended by amending and restating Exhibit C thereof in its entirety to read as set forth on Exhibit C hereto. (t) The Credit Agreement is further amended by amending and restating Exhibit G thereof in its entirety to read as set forth on Exhibit G hereto.parent;

Acknowledgement and Consent to Bail. In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement, any Loan Document Note or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Documentthis Agreement, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action 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 EEA Financial Institution, its parent undertaking, 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 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 any EEA Resolution Authority. As used in this Agreement, the following terms shall have the following meanings: “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. “Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. “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. To the extent not prohibited by Applicable Law, each Lender shall notify the Borrower(b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, Parent 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 the Administrative Agent if it has become the is subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action could be reasonably be expected to be asserted against such Lender). (r) The Credit Agreement is further amended by amending and restating Schedule I thereof in consolidated supervision with its entirety to read as set forth on Schedule I hereto. (s) The Credit Agreement is further amended by amending and restating Exhibit C thereof in its entirety to read as set forth on Exhibit C hereto. (t) The Credit Agreement is further amended by amending and restating Exhibit G thereof in its entirety to read as set forth on Exhibit G hereto.parent; 63 NYDOCS02/1188161