September 6, 2017 CoBank, ACB LIBO Rate : with respect to any Interest Period, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period by reference to the London interbank offered rate administered by ICE Benchmark Administration Limited (or any successor thereto) for deposits in Dollars on the London interbank dollar market for a period corresponding to such Interest Period, as reported by Bloomberg Information Services (or any successor thereto) or any other readily available service selected by the Administrative Agent that has been approved by ICE Benchmark Administration Limited (or any successor thereto) as an authorized information vendor for purposes of displaying rates; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the LIBO Rate shall equal the rate determined by the Administrative Agent to be reasonably comparable to the LIBO Rate as previously determined. Notwithstanding the foregoing, if the LIBO Rate (as determined without giving effect to this sentence) would be less than 0%, the LIBO Rate shall be 0%. August 23, 2017 Wells Fargo Bank, National Association LIBOR means the rate of interest per annum (rounded upwards, if necessary, to the next 1/100 th of 1%) determined by the Lender based on the rate for United States dollar deposits for delivery on the first day of the applicable Interest Period for a period approximately equal to such Interest Period as reported on Reuters Screen LIBOR01 page (or any successor page) at approximately 11:00 a.m., London time, two London Business Days prior to the first day of such Interest Period (or if not so reported, then as determined by the Lender from another recognized source or interbank quotation); provided, that, if LIBOR determined as provided above would be less than zero percent (0.0%), then LIBOR shall be deemed to be zero percent (0.0%). August 21, 2017 ZB, N.A. dba Zions First National Bank LIBOR Rate means the rate per annum quoted by Lender as its One Month LIBOR Rate based upon the London Interbank Offered Rate for Dollar 1
deposits published by Bloomberg or other comparable services selected by Lender, as determined for the date of any adjustment thereof at approximately 11:00 a.m. London time two Banking Business Days prior to such date of adjustment. If such LIBOR Rate is not available at such time for any reason, then the LIBOR Rate will be determined by such alternate method as reasonably selected by Lender. This definition of LIBOR Rate is to be strictly interpreted and is not intended to serve any purpose other than providing an index to determine the interest rate used herein. The LIBOR Rate of Lender may not necessarily be the same as the quoted offered side in the Eurodollar time deposit market quoted by any particular institution or service. It is not necessarily the lowest rate at which Lender may make loans to any of its customers, either now or in the future. Notwithstanding anything in this Agreement to the contrary, if both (i) the LIBOR Rate as provided above would be less than zero percent (0.00%) and (ii) no Hedging Transaction is then in effect pursuant to which Lender is the Floating Rate Payor (as defined in the Hedging Transaction Documents) and the floating rate specified in the Hedging Transaction Documents is the LIBOR Rate or calculated using the LIBOR Rate (a LIBOR Loan Swap ), then the LIBOR Rate shall be deemed to be zero percent (0.00%); provided, however, if a LIBOR Loan Swap is then in effect, then the LIBOR Rate shall be permitted to be less than zero percent (0.00%) in respect of the Loans solely to the extent, and up to an amount not to exceed, the notional amount under such LIBOR Loan Swap. August 18, 2017 U.S. Bank National Association LIBOR Rate shall mean, with respect to any portion of the Term Loan comprising any Borrowing Tranche to which the LIBOR Rate Option applies for any Interest Period, the interest rate per annum determined by dividing (the resulting quotient rounded upwards, to the nearest 1/100 th of 1% per annum) (i) the greater of (a) zero percent (0.0%) and (b) the applicable interest settlement rate for deposits in Dollars administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) appearing on the applicable Reuters Screen (or any successor or substitute page of such screen) as of 11:00 a.m. (London Time) on the date two (2) Business Days prior to the first day of such Interest 2
Period (or on any successor or substitute page on such screen) and having a maturity equal to such Interest Period, provided that, if the applicable Reuters Screen (or any successor or substitute page) is not available to the Agent for any reason, the LIBOR Rate shall instead be the applicable interest settlement rate for deposits in Dollars administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) as reported by any other generally recognized financial information service selected by the Agent as of 11:00 a.m. (London time) on the date two (2) Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period, provided that, if no such interest settlement rate administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) is available to Agent, the applicable LIBOR Rate for the relevant Interest Period shall instead be the rate determined by the Agent to be the rate at which U.S. Bank or one of its Affiliate banks offers to place deposits in Dollars with first-class banks in the interbank market at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, in the approximate amount of such portion of the Term Loan and having a maturity equal to such Interest Period by (ii) a number equal to 1.00 minus the LIBOR Rate Reserve Percentage. August 16, 2017 Wells Fargo Bank, National Association Eurodollar Rate means, with respect to each Eurodollar Rate Advance comprising part of the same Borrowing for any Interest Period, an interest rate per annum equal to (i) the rate of interest appearing on Reuters Screen LIBOR01 Page (or any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in Dollars in the London interbank Eurodollar market) for Dollar deposits or (ii) if no such rate is available, the rate of interest determined by the Agent to be the rate or the arithmetic mean of rates at which Dollar deposits in immediately available funds are offered to first-tier banks in the London interbank Eurodollar 3
market, in each case under (i) and (ii) above at approximately 11:00 a.m., London time, two Business Days prior to the first day of such Interest Period for a period substantially equal to such Interest Period and in an amount substantially equal to the amount of Wells Fargo s Eurodollar Rate Advance comprising part of such Borrowing, all subject to Section 2.9 and Section 2.10. If such rate is not determinable prior to the making of any Advance, then the requested Advance will be made at the Alternate Base Rate subject to Section 2.10. Notwithstanding the foregoing, if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. August 4, 2017 JPMorgan Chase Bank, N.A. Eurocurrency Base Rate means (i) with respect to each day during each Interest Period pertaining to a Eurodollar Loan or CAF Advance denominated in Dollars, Japanese Yen or Swiss Franc, the rate per annum determined by the Administrative Agent to be the rate administered by the ICE Benchmark Administration (or any successor thereto) as the offered rate for deposits in Dollars with a term comparable to such Interest Period appearing on the Reuters Screen LIBOR01 Page at approximately 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period; provided, however, that if at any time for any reason such offered rate for any such currency does not appear on a Reuters page, Eurocurrency Base Rate shall mean, with respect to each day during each Interest Period pertaining to a Loan denominated in such currency, the rate per annum determined by the Administrative Agent to be the average rate at which JPMorgan s London branch is offered deposits in such currency at or about 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period in the London interbank market for delivery on the first day of such Interest Period for the number of days comprised therein, (ii)with respect to each day during each Interest Period pertaining to a Multicurrency Loan or CAF Advance denominated in Pounds Sterling, the rate per annum determined by the Administrative Agent to be the offered rate for deposits in the applicable currency with a term comparable to such Interest Period appearing on the Reuters Screen LIBOR01 Page at approximately 11:00 A.M., London time, 4
on the first day of such Interest Period; provided, however, that if at any time for any reason such offered rate for Pounds Sterling does not appear on a Reuters page, Eurocurrency Base Rate shall means, with respect to each day during each Interest Period pertaining to a Loan denominated in Pounds Sterling, the rate per annum determined by the Administrative Agent to be the average rate at which JPMorgan s London branch is offered deposits in Pounds Sterling at or about 11:00 A.M., London time, on the first day of such Interest Period in the London interbank market for delivery on the first day of such Interest Period for the number of days comprised therein, (iii) with respect to each day during each Interest Period pertaining to a Multicurrency Loan or CAF Advance denominated in Euros, EURIBOR, (iv) with respect to each day during each Interest Period pertaining to a Multicurrency Loan or CAF Advance denominated in Australian Dollars, BBSY, (v) with respect to each day during each Interest Period pertaining to a Multicurrency Loan or CAF Advance denominated in Canadian Dollars, CDOR, and (vi) with respect to each day during each Interest Period pertaining to a Multicurrency Loan or CAF Advance denominated in Singapore Dollars, SGD; provided that if any Interest Period with respect to any currency is an Impacted Interest Period, then the Eurocurrency Base Rate shall be the Interpolated Rate with respect to the applicable currency for such Interest Period. August 1, 2017 SunTrust Bank Adjusted LIBOR shall mean, with respect to each Interest Period for a Eurodollar Loan, (a) the rate per annum equal to the London interbank offered rate for deposits in Dollars appearing on Reuters screen page LIBOR01 (or, if such service is not available, on any successor or substitute page of such service or any successor to such service, or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 A.M. (London time) two (2) Business Days prior to the first day of such Interest Period, with a maturity comparable to such Interest Period, divided by (b) a percentage equal to one hundred percent (100%) minus the then stated maximum rate of all reserve requirements (including any marginal, emergency, supplemental, special or other reserves and without benefit of credits for proration, exceptions or 5
offsets that may be available from time to time) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D); provided, that if the rate referred to in clause (a) above is not available at any such time for any reason, then the rate referred to in clause (a) shall instead be the interest rate per annum, as reasonably determined by the Administrative Agent, to be the arithmetic average of the rates per annum at which deposits in Dollars in an approximate amount equal to the amount of such Eurodollar Loan are offered by major banks in the London interbank market to the Administrative Agent at approximately 10:00 A.M. (Atlanta, Georgia time), two (2) Business Days prior to the first day of such Interest Period. Notwithstanding anything to the contrary in the foregoing, if the Adjusted LIBOR is less than zero, such rate shall be deemed to be zero for purposes of this Agreement. July 28, 2017 Bank of America, N.A. The LIBOR Daily Floating Rate is a fluctuating rate of interest which can change on each banking day. The rate will be adjusted on each banking day to equal the London Interbank Offered Rate (or a comparable or successor rate which is approved by the Bank) for U.S. Dollar deposits for delivery on the date in question for a one month term beginning on that date. The Bank will use the London Interbank Offered Rate as published by Bloomberg (or other commercially available source providing quotations of such rate as selected by the Bank from time to time) as determined at approximately 11:00 a.m. London time two (2) London Banking Days prior to the date in question, as adjusted from time to time in the Bank s sole discretion for reserve requirements, deposit insurance assessment rates and other regulatory costs. If such rate is not available at such time for any reason, then the rate will be determined by such alternate method as reasonably selected by the Bank. A London Banking Day is a day on which banks in London are open for business and dealing in offshore dollars. If at any time the LIBOR Daily Floating Rate is less than zero, such rate shall be deemed to be zero for the purpose of this Agreement. 6