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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 2, 2023

☐	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: 001-09225

H.B. FULLER COMPANY

(Exact name of registrant as specified in its charter)

Minnesota	41-0268370
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

1200 Willow Lake Boulevard, St. Paul, Minnesota	55110-5101
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (651) 236-5900

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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, par value $1.00 per share	FUL	New York Stock Exchange

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 (§232.405 of this chapter) 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, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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. ☐

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PROCEEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the Registrant’s Common Stock, par value $1.00 per share, was 54,021,498 as of September 22, 2023.

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H.B. Fuller Company

Quarterly Report on Form 10-Q

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		Page
PART 1. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	4
	Consolidated Statements of Income for the three and nine months ended September 2, 2023 and August 27, 2022	4
	Consolidated Statements of Comprehensive Income for the three and nine months ended September 2, 2023 and August 27, 2022	5
	Consolidated Balance Sheets as of September 2, 2023 and December 3, 2022	6
	Consolidated Statements of Total Equity for the three and nine months ended September 2, 2023 and August 27, 2022	7
	Consolidated Statements of Cash Flows for the nine months ended September 2, 2023 and August 27, 2022	8
	Notes to Consolidated Financial Statements	9
ITEM 2.	MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	29
ITEM 4.	CONTROLS AND PROCEDURES	29
PART II. OTHER INFORMATION		30
ITEM 1.	LEGAL PROCEEDINGS	30
ITEM 1A.	RISK FACTORS	30
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	30
ITEM 6.	EXHIBITS	31
SIGNATURES		32

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

H.B. FULLER COMPANY AND SUBSIDIARIES

Consolidated Statements of Income

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 2,			August 27,			September 2,			August 27,
	2023			2022			2023			2022
Net revenue	$	900,634		$	941,230		$	2,608,055		$	2,790,969
Cost of sales		(637,162	)		(692,066	)		(1,873,000	)		(2,075,392	)
Gross profit		263,472			249,164			735,055			715,577
Selling, general and administrative expenses		(172,153	)		(161,210	)		(493,320	)		(483,109	)
Other income, net		1,555			6,559			4,764			12,701
Interest expense		(35,105	)		(23,450	)		(101,305	)		(61,475	)
Interest income		1,128			2,139			2,726			6,170
Income before income taxes and income from equity method investments		58,897			73,202			147,920			189,864
Income taxes		(22,231	)		(28,259	)		(51,255	)		(62,023	)
Income from equity method investments		984			1,587			3,322			4,236
Net income including non-controlling interest		37,650			46,530			99,987			132,077
Net income attributable to non-controlling interest		(23	)		(33	)		(71	)		(70	)
Net income attributable to H.B. Fuller	$	37,627		$	46,497		$	99,916		$	132,007
Earnings per share attributable to H.B. Fuller common stockholders:			****			****			****			****
Basic	$	0.69		$	0.87		$	1.84		$	2.47
Diluted	$	0.67		$	0.84		$	1.79		$	2.39
Weighted-average common shares outstanding:			****			****			****			****
Basic		54,394			53,644			54,279			53,498
Diluted		56,033			55,130			55,890			55,201
Dividends declared per common share	$	0.205		$	0.190		$	0.600		$	0.548

See accompanying Notes to Unaudited Consolidated Financial Statements.

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H.B. FULLER COMPANY AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 2,			August 27,			September 2,			August 27,
	2023			2022			2023			2022
Net income including non-controlling interest	$	37,650		$	46,530		$	99,987		$	132,077
Other comprehensive income (loss)
Foreign currency translation		(8,717	)		(87,789	)		14,058			(165,369	)
Defined benefit pension plans adjustment, net of tax		863			684			2,572			3,976
Interest rate swaps, net of tax		15,898	****		1,346			14,745	****		10,924
Cross-currency swaps, net of tax		-			(371	)		-			(3,664	)
Net investment hedges, net of tax		(4,641	)		-			(10,324	)		-
Other comprehensive income (loss)		3,403			(86,130	)		21,051			(154,133	)
Comprehensive income (loss)		41,053			(39,600	)		121,038			(22,056	)
Less: Comprehensive income (loss) attributable to non-controlling interest		16			(13	)		59			3
Comprehensive income (loss) attributable to H.B. Fuller	$	41,037		$	(39,587	)	$	120,979		$	(22,059	)

See accompanying Notes to Unaudited Consolidated Financial Statements.

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H.B. FULLER COMPANY AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)

			December 3,
			2022
Assets		****			****
Current assets:		****			****
Cash and cash equivalents	94,934		$	79,910
Trade receivables (net of allowances of 12,458 and 10,939, as of September 2, 2023 and December 3, 2022, respectively)	576,060			607,365
Inventories	472,641			491,781
Other current assets	97,756			120,319
Total current assets	1,241,391			1,299,375
Property, plant and equipment	1,709,191			1,579,738
Accumulated depreciation	(907,895	)		(846,071	)
Property, plant and equipment, net	801,296			733,667
Goodwill	1,490,535			1,392,627
Other intangibles, net	746,521			702,092
Other assets	380,165			335,868
Total assets	4,659,908		$	4,463,629
Liabilities, non-controlling interest and total equity		****			****
Current liabilities		****			****
Notes payable	12,553		$	28,860
Trade payables	394,914			460,669
Accrued compensation	75,035			108,328
Income taxes payable	33,007			18,530
Other accrued expenses	102,837			89,345
Total current liabilities	618,346			705,732
Long-term debt	1,872,468			1,736,256
Accrued pension liabilities	54,661			52,561
Other liabilities	387,307			358,286
Total liabilities	2,932,782		$	2,852,835
Commitments and contingencies (Note 13)
Equity		****			****
H.B. Fuller stockholders' equity:
Preferred stock (no shares outstanding) shares authorized – 10,045,900	-			-
Common stock, par value 1.00 per share, shares authorized – 160,000,000, shares outstanding – 54,016,374 and 53,676,576 as of September 2, 2023 and December 3, 2022, respectively	54,016		$	53,677
Additional paid-in capital	294,035			266,491
Retained earnings	1,808,687			1,741,359
Accumulated other comprehensive loss	(430,295	)		(451,357	)
Total H.B. Fuller stockholders' equity	1,726,443			1,610,170
Non-controlling interest	683			624
Total equity	1,727,126			1,610,794
Total liabilities, non-controlling interest and total equity	4,659,908		$	4,463,629

All values are in US Dollars.

See accompanying Notes to Unaudited Consolidated Financial Statements.

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H.B. FULLER COMPANY AND SUBSIDIARIES

Consolidated Statements of Total Equity

(In thousands)

(Unaudited)

	H.B. Fuller Company Shareholders																****
			****			****			****	Accumulated							****
			****	Additional					****	Other							****
	Common			Paid-in			Retained			Comprehensive			Non-Controlling				****
	Stock			Capital			Earnings			Income (Loss)			Interest		Total
Balance at December 3, 2022	$	53,677		$	266,491		$	1,741,359		$	(451,357	)	$	624	$	1,610,794
Comprehensive income		-			-			21,889			5,241			37		27,167
Dividends		-			-			(10,305	)		-			-		(10,305	)
Stock option exercises		76			3,520			-			-			-		3,596
Share-based compensation plans and other, net		102			5,221			-			-			-		5,323
Repurchases of common stock		(36	)		(2,412	)		-			-			-		(2,448	)
Balance at March 4, 2023	$	53,819		$	272,820		$	1,752,943		$	(446,116	)	$	661	$	1,634,127
Comprehensive income		-			-			40,401			12,411			6		52,818
Dividends		-			-			(11,129	)		-			-		(11,129	)
Stock option exercises		13			584			-			-			-		597
Share-based compensation plans and other, net		30			6,818			-			-			-		6,848
Repurchases of common stock		(2	)		(102	)		-			-			-		(104	)
Balance at June 3, 2023	$	53,860		$	280,120		$	1,782,215		$	(433,705	)	$	667	$	1,683,157
Comprehensive income (loss)		-			-			37,627			3,410	****		16		41,053	****
Dividends		-			-			(11,155	)		-			-		(11,155	)
Stock option exercises		153			6,906			-			-			-		7,059
Share-based compensation plans and other, net		3			7,018			-			-			-		7,021
Repurchases of common stock		-	****		(9	)		-			-			-		(9	)
Balance at September 2, 2023	$	54,016		$	294,035		$	1,808,687		$	(430,295	)	$	683		1,727,126
	H.B. Fuller Company Shareholders														****			****
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
			****			****			****	Accumulated					****			****
			****	Additional					****	Other					****			****
	Common			Paid-in			Retained			Comprehensive			Non-Controlling					****
	Stock			Capital			Earnings			Income (Loss)			Interest			Total
Balance at November 27, 2021	$	52,778		$	213,637		$	1,600,601		$	(270,247	)	$	591		$	1,597,360
Comprehensive income		-			-			38,306			11,177			4			49,487
Dividends		-			-			(8,964	)		-			-			(8,964	)
Stock option exercises		126			5,628			-			-			-			5,754
Share-based compensation plans and other, net		187			5,601			-			-			-			5,788
Repurchases of common stock		(49	)		(3,528	)		-			-			-			(3,577	)
Balance at February 26, 2022	$	53,042		$	221,338		$	1,629,943		$	(259,070	)	$	595		$	1,645,848
Comprehensive income (loss)		-			-			47,203			(79,158	)		12			(31,943	)
Dividends		-			-			(10,177	)		-			-			(10,177	)
Stock option exercises		47			2,036			-			-			-			2,083
Share-based compensation plans other, net		65			8,910			-			-			-			8,975
Repurchases of common stock		(1	)		(31	)		-			-			-			(32	)
Balance at May 28, 2022	$	53,153		$	232,253		$	1,666,969		$	(338,228	)	$	607		$	1,614,754
Comprehensive income		-			-			46,497			(86,084	)		(13	)		(39,600	)
Dividends		-			-			(10,188	)		-			-			(10,188	)
Stock option exercises		135			5,549			-			-			-			5,684
Share-based compensation plans other, net		15			8,295			-			-			-			8,310
Repurchases of common stock		(4	)		(271	)		-			-			-			(275	)
Balance at August 27, 2022	$	53,299		$	245,826		$	1,703,278		$	(424,312	)	$	594		$	1,578,685

See accompanying Notes to Unaudited Consolidated Financial Statements.

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H.B. FULLER COMPANY AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Nine Months Ended
	September 2, 2023			August 27, 2022
Cash flows from operating activities:						****
Net income including non-controlling interest	$	99,987		$	132,077
Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities:
Depreciation		60,518			54,297
Amortization		58,633			55,088
Deferred income taxes		(30,064	)		(4,968	)
Income from equity method investments, net of dividends received		260	****		1,420
Debt issuance costs write-off		2,689			-
Loss on fair value adjustment on contingent consideration liability		2,893	****		-
Gain on sale or disposal of assets		(78	)		(1,130	)
Share-based compensation		16,279			20,358
Pension and other post-retirement benefit plan activity		(8,890	)		(15,324	)
Change in assets and liabilities, net of effects of acquisitions:
Trade receivables, net		79,495			(51,629	)
Inventories		38,212			(112,390	)
Other assets		(30,901	)		(40,329	)
Trade payables		(74,443	)		17,381
Accrued compensation		(33,796	)		(17,275	)
Other accrued expenses		(6,992	)		1,614
Income taxes payable		24,461			10,201
Other liabilities		12,408			(35,940	)
Other		6,023	****		35,246
Net cash provided by operating activities		216,694			48,697
Cash flows from investing activities:			****			****
Purchased property, plant and equipment		(109,545	)		(98,352	)
Purchased businesses, net of cash acquired		(194,248	)		(242,870	)
Proceeds from sale of property, plant and equipment		4,257			1,281
Cash received from government grant		-			3,928
Net cash used in investing activities		(299,536	)		(336,013	)
Cash flows from financing activities:			****			****
Proceeds from issuance of long-term debt		1,333,000			335,000
Repayment of long-term debt		(1,184,900	)		(15,000	)
Payment of debt issuance costs		(10,214	)		(600	)
Net payment of notes payable		(18,000	)		6,707
Dividends paid		(32,319	)		(29,067	)
Contingent consideration payment		-			(5,000	)
Proceeds from stock options exercised		11,251			13,522
Repurchases of common stock		(2,560	)		(3,885	)
Net cash provided by financing activities		96,258			301,677
Effect of exchange rate changes on cash and cash equivalents		1,608			(15,439	)
Net change in cash and cash equivalents		15,024			(1,078	)
Cash and cash equivalents at beginning of period		79,910			61,786
Cash and cash equivalents at end of period	$	94,934		$	60,708

See accompanying Notes to Unaudited Consolidated Financial Statements.

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H.B. FULLER COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Amounts in thousands, except per share amounts)

(Unaudited)

Note 1: Basis of Presentation

Overview

The accompanying unaudited interim Consolidated Financial Statements of H.B. Fuller Company and Subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information necessary for a fair presentation of results of operations, comprehensive income, financial position and cash flows in conformity with U.S. generally accepted accounting principles. In our opinion, the unaudited interim Consolidated Financial Statements reflect all adjustments of a normal recurring nature considered necessary for the fair presentation of the results for the periods presented. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ from these estimates. These unaudited interim Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K for the year ended December 3, 2022 as filed with the Securities and Exchange Commission.

New Accounting Pronouncements

In September 2022, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This ASU requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of the financial statements to understand the program's nature, activity during the period, changes from period to period, and potential magnitude. To achieve that objective, the buyer should disclose qualitative and quantitative information about its supplier finance programs. Our effective date of this ASU is our fiscal year ending December 1, 2024. We are evaluating the effect that this guidance will have on our Consolidated Financial Statements.

Recently issued accounting standards or pronouncements not disclosed above have been excluded as they are not relevant to the company.

Note 2: Acquisitions

Adhezion Biomedical LLC

On June 23, 2023, we acquired Adhezion Biomedical LLC (“Adhezion”) for a base purchase price of approximately $81,201 which was funded through borrowings on our credit facility. This includes a holdback amount of $780 that will be paid on the 12-month anniversary of the closing date. The agreement includes a payment of contingent consideration up to $15,000 following the completion of certain performance goals and conditions. Adhezion, headquartered in Wyomissing, Pennsylvania, is a manufacturer of cyanoacrylate-based medical adhesives and infection prevention products. The acquisition of Adhezion positions us for expansion in the medical adhesives industry and creates a solid, unique platform from which to scale and innovate in the healthcare adhesives industry. The acquisition fair value measurement was preliminary as of September 2, 2023 and includes intangible assets of $40,800, goodwill of $37,063 and other net assets of $3,338. Goodwill represents expected synergies from combining Adhezion with our existing business. We are evaluating how much goodwill is deductible for tax purposes. Adhezion will be included in our Hygiene, Health and Consumable Adhesives operating segment.

XChem International LLC

On June 12, 2023, we acquired XChem International LLC ("XChem") for a base purchase price of approximately $14,591 which was funded through borrowings on our credit facility. This includes a holdback amount of $1,650 that will be paid on the 18-month anniversary of the closing date. XChem, headquartered in Ras Al-Khaimah, United Arab Emirates, is a manufacturer of adhesives and sealants for construction-related applications. The acquisition of XChem provides our construction adhesives global business with additional manufacturing presence for certain brands outside the U.S. and broadens our construction adhesives portfolio of highly specified applications and diversifies it toward both non-U.S. and infrastructure-oriented markets. The acquisition fair value measurement was preliminary as of September 2, 2023 and includes intangible assets of $8,664 and other net assets of $5,927. Goodwill represents expected synergies from combining XChem with our existing business. Goodwill is not deductible for tax purposes. XChem will be included in our Construction Adhesives operating segment.

Beardow Adams Holdings Ltd.

On May 1, 2023, we acquired Beardow Adams Holdings Ltd. (“Beardow Adams”) for a total purchase price of 80,738 British pound sterling, or approximately $100,885, which was funded through borrowings on our credit facility. This includes a holdback amount of 8,000 British pound sterling that will be paid on the 18-month anniversary of the closing date. Beardow Adams, based in the United Kingdom, develops and manufactures adhesives, sealants and coatings, principally in the fields of packaging and related applications. The acquisition of Beardow Adams is expected to accelerate profitable growth in many of our core end markets and generate business synergies through better raw material pricing, production optimization, an expanded distribution platform and difference-making innovation. The acquisition fair value measurement was preliminary as of September 2, 2023 and includes intangible assets of $40,485, goodwill of $45,961 and other net assets of $14,439. Goodwill represents expected synergies from combining Beardow Adams with our existing business. We are evaluating how much goodwill is deductible for tax purposes. Beardow Adams is included in our Hygiene, Health and Consumable Adhesives operating segment.

Aspen Research Corporation

On January 31, 2023, we acquired the assets of Aspen Research Corporation (“Aspen”) for a total purchase price of $9,761, which was funded through existing cash. This includes a holdback amount of $500 that will be paid on the 18-month anniversary of the closing date. Aspen, located in Maple Grove, Minnesota, is a contract research organization that develops and manufactures innovative solutions for some of the adhesives used in our insulating glass market. Aspen is known for their superior understanding of materials science, engineering and analytical testing and specializes in custom materials manufacturing for chemicals and adhesives products. The acquisition of Aspen is expected to expand our Engineering Adhesives footprint in North America and strengthen our capabilities in the insulating glass market, in addition to bringing additive continuous flow, process manufacturing capabilities that we plan to leverage. The acquisition fair value measurement was preliminary as of September 2, 2023 and includes intangible assets of $4,900, goodwill of $2,788 and other net assets of $2,073. Goodwill represents expected synergies from combining Aspen with our existing business. Goodwill is deductible for tax purposes. Aspen is included in our Engineering Adhesives operating segment.

Lemtapes Oy

On December 15, 2022, we acquired Lemtapes Oy (“Lemtapes”) for a total purchase price of 8,048 Euro, or approximately $8,554 which was funded through existing cash. This includes a holdback amount of 850 Euro that will be paid on the 18-month anniversary of the closing date. Lemtapes, located in Valkeakoski, Finland, is a solutions provider of ecological, innovative tapes and adhesives for the packaging and plywood industries. The acquisition of Lemtapes is expected to reinforce our strategic position in Europe, especially for our Adhesives Coated Solutions products. This acquisition will also accelerate our growth strategy of fast-growing, high margin businesses while adding technology capabilities and strong customer relationships. The acquisition fair value measurement was preliminary as of September 2, 2023 and includes intangible assets of $5,526, goodwill of $955 and other net assets of $2,073. Goodwill represents expected synergies from combining Lemtapes with our existing business. Goodwill is not deductible for tax purposes. Lemtapes is included in our Hygiene, Health and Consumable Adhesives operating segment.

GSSI Sealants

On October 24, 2022, we acquired GSSI Sealants, Inc. ("GSSI") for a total purchase price of $7,701, which was funded through existing cash. This includes a holdback amount of $1,050 that will be paid on the 12-month anniversary of the closing date. GSSI, headquartered in Houston, Texas, is a manufacturer of premier elastomeric butyl rubber sealant tapes. The acquisition of GSSI is expected to support our strategy to expand our Construction Adhesives business selectively via high margin applications and expand our reach to new regions. The acquisition fair value measurement was final as of September 2, 2023 and includes intangible assets of $3,400, goodwill of $1,123 and other net assets of $3,178. Goodwill represents expected synergies from combining GSSI with our existing business. Goodwill is not deductible for tax purposes. GSSI is included in our Construction Adhesives operating segment.

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ZKLT Polymer Co.

On August 16, 2022, we acquired ZKLT Polymer Co., Ltd. ("ZKLT") for a base purchase price of 143,965 Chinese renminbi, or approximately $21,260, which was funded through existing cash. This includes a holdback of 27,000 Chinese renminbi, or approximately $3,987, that will be paid half on each of the 12-month and 18-month anniversaries of the closing date, as well as contingent consideration up to 30,000 Chinese renminbi, or approximately $4,132, following the completion of certain performance goals and conditions. ZKLT, headquartered in Chongquin City, China, is a manufacturer of liquid adhesives primarily for the automotive market. The acquisition of ZKLT is expected to add unique technology, strong customer relationships and a strategic manufacturing location to further strengthen our presence in central China. The acquisition fair value measurement was final as of September 2, 2023 and includes intangible assets of $5,183, goodwill of $5,992 and other net assets of $10,085. Goodwill represents expected synergies from combining ZKLT with our existing business. Goodwill is not deductible for tax purposes. See Note 12 for further discussion of the fair value of the contingent consideration. ZKLT is included in our Engineering Adhesives operating segment.

Apollo

On January 26, 2022, we acquired Apollo Chemicals Limited, Apollo Roofing Solutions Limited and Apollo Construction Solutions Limited (collectively, "Apollo") for a total purchase price of 152,714 British pound sterling, or approximately $205,592, which was funded through borrowings on our credit facility. Apollo, headquartered in Tamworth, UK, is a manufacturer of liquid adhesives, coatings and primers for the roofing, industrial and construction markets. Apollo is expected to enhance our position in key high-value, high-margin markets in the UK and throughout Europe. The acquisition fair value measurement was final as of December 3, 2022 and includes intangible assets of $76,198, goodwill of $119,358 and other net assets of $10,036. Goodwill represents expected synergies from combining Apollo with our existing business. Goodwill is not deductible for tax purposes. The acquisition is included in our Construction Adhesives operating segment.

Fourny NV

On January 11, 2022, we acquired Fourny NV ("Fourny") for a base purchase price of 12,867 Euro, or approximately $14,627, which was funded through existing cash. The agreement required us to pay an additional holdback amount 18 months following the date of acquisition and during the three months ended September 2, 2023 we paid $3,060. Fourny, headquartered in Willebroek, Belgium, is a manufacturer of construction adhesives. Fourny is expected to enhance our position in key high-value, high-margin markets in Europe. The acquisition fair value measurement was final as of December 3, 2022 and includes intangible assets of $10,117, goodwill of $6,455 and other net assets of $1,391. Goodwill represents expected synergies from combining Fourny with our existing business. Goodwill is not deductible for tax purposes. Fourny is included in our Construction Adhesives operating segment.

All acquisitions, individually and in the aggregate, are not material and therefore pro forma financial information is not provided.

Note 3: Restructuring Actions

During fiscal year 2023, the Company approved restructuring plans (the "Plans") related to organizational changes and other actions to optimize operations and integrate acquired businesses. The Plans began to be implemented in the second quarter of fiscal year 2023 and are currently expected to be completed during fiscal year 2026, with the majority of the charges recognized and cash payments occurring in fiscal 2023 and 2024. In implementing the Plans, the Company currently expects to incur pre-tax costs of approximately $39,100 to $44,100 for severance and related employee costs globally, other restructuring costs related to the streamlining of processes and the payment of anticipated income taxes in certain jurisdictions related to the Plans.

The following table summarizes the pre-tax restructuring charges by income statement classification:

	Three Months Ended					Nine Months Ended
	September 2, 2023		August 27, 2022			September 2, 2023		August 27, 2022
Cost of sales	$	3,322	$	-		$	8,407	$	(152	)
Selling, general and administrative		5,077		(222	)		8,320		(297	)
	$	8,399	$	(222	)	$	16,727	$	(449	)

The restructuring charges are all recorded in Corporate Unallocated for segment reporting purposes.

A summary of the restructuring liability is presented below:

	Employee-Related			Asset-Related			Total
Balance at November 27, 2021	$	1,095		$	-		$	1,095
Expenses incurred		(449	)		-			(449	)
Cash payments		(529	)		-			(529	)
Foreign currency translation		(60	)		-			(60	)
Balance at December 3, 2022	$	57		$	-		$	57
Expenses incurred	****	16,394		****	333		****	16,727
Non-cash charges	****	-		****	(333	)	****	(333	)
Cash payments	****	(6,910	)	****	-		****	(6,910	)
Foreign currency translation	****	(1,130	)	****	-		****	(1,130	)
Balance at September 2, 2023	$	8,411		$	-		$	8,411

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Non-cash charges include accelerated depreciation resulting from the cessation of use of certain long-lived assets. Restructuring liabilities have been classified as a component of other accrued expenses on the Consolidated Balance Sheets.

Note 4: Inventories

The composition of inventories is as follows:

	September 2,		December 3,
	2023		2022
Raw materials	$	221,385	$	237,071
Finished goods		251,256		254,710
Total inventories	$	472,641	$	491,781

Note 5: Goodwill and Other Intangible Assets

The goodwill activity by reportable segment for the nine months ended September 2, 2023 is presented below:

	Hygiene, Health
	and Consumable		Engineering		Construction
	Adhesives		Adhesives		Adhesives		Total
Balance at December 3, 2022	$	328,962	$	637,910	$	425,755	$	1,392,627
Acquisitions	$	84,158	$	2,788	$	-		86,946
Foreign currency translation effect	$	3,416	$	3,516	$	4,030		10,962
Balance at September 2, 2023	$	416,536	$	644,214	$	429,785	$	1,490,535

Balances of amortizable identifiable intangible assets, excluding goodwill and other non-amortizable intangible assets, are as follows:

	September 2, 2023
	Purchased					****			****			****			****
	Technology			Customer					****			****			****
Amortizable Intangible Assets	and Patents			Relationships			Trade Names			Other			Total
Original cost	$	144,597		$	1,052,458		$	55,379		$	10,919		$	1,263,353
Accumulated amortization		(56,624	)		(432,044	)		(21,837	)		(6,797	)		(517,302	)
Net identifiable intangibles	$	87,973		$	620,414		$	33,542		$	4,122		$	746,051
	December 3, 2022
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Purchased					****			****			****			****
	Technology			Customer					****			****			****
Amortizable Intangible Assets	and Patents			Relationships			Trade Names			Other			Total
Original cost	$	118,727		$	1,004,008		$	50,324		$	11,053		$	1,184,112
Accumulated amortization		(66,433	)		(388,394	)		(21,401	)		(6,251	)		(482,479	)
Net identifiable intangibles	$	52,294		$	615,614		$	28,923		$	4,802		$	701,633

Amortization expense with respect to amortizable intangible assets was $20,820 and $18,676 for the three months ended September 2, 2023 and August 27, 2022, respectively, and $58,633 and $55,088 for the nine months ended September 2, 2023 and August 27, 2022, respectively.

Estimated aggregate amortization expense based on the current carrying value of amortizable intangible assets for the next five fiscal years is as follows:

	Remainder
Fiscal Year	2023		2024		2025		2026		2027		Thereafter
Amortization expense	$	17,238	$	79,499	$	76,732	$	70,072	$	66,754	$	435,756

Non-amortizable intangible assets as of September 2, 2023 and December 3, 2022 were $470 and $459, respectively, and relate to trademarks and trade names. The change in non-amortizable assets as of September 2, 2023 compared to December 3, 2022 was due to changes in foreign currency exchange rates.

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Note 6: Long-Term Debt

On February 15, 2023, we entered into a credit agreement with a consortium of financial institutions (“Second Amended and Restated Credit Agreement”) which replaces our existing revolving credit agreement under the amended and restated revolving credit agreement dated October 20, 2020 and also replaces our secured term loan credit agreement dated October 20, 2017. The Second Amended and Restated Credit Agreement provides for a new senior secured term loan A facility in an aggregate principal amount of $500,000 (“Term Loan A”), a new senior secured term loan B facility in an aggregate principal amount of $800,000 (“Term Loan B”) and amendments to and extension of our existing senior secured revolving credit facility with an aggregate commitment in the amount of $700,000 (“Revolving Credit Facility”). A portion of the proceeds of the combined facilities, (the “Credit Facilities”) was used to pay off the existing term loan and revolver. The Credit Facilities will generally be used to finance working capital needs and acquisitions, and for general corporate purposes. All of our obligations under the Credit Facilities will be secured by a first-lien security interest in substantially all personal property and material real property of the Company and its material U.S. subsidiaries, and will be guaranteed by all of the Company’s material U.S. subsidiaries.

Term Loans

Interest on Term Loan A is payable at the Secured Overnight Financing Rate ("SOFR") plus an adjustment of 0.10 percent and an interest rate spread of 1.75 percent (7.15 percent at September 2, 2023). The interest rate spread is based on a secured leverage grid. Term Loan A matures on February 15, 2028. On August 16, 2023, we amended the Term Loan B agreement to an interest rate of SOFR plus an interest rate spread of 2.25 percent with a SOFR floor of 0.50 percent (7.55 percent at September 2, 2023). Term Loan B matures on February 15, 2030.

On January 12, 2023, we entered into an interest rate swap agreement to convert $400,000 of our variable rate 1-month LIBOR rate debt to a fixed rate of 3.6895 percent. On February 28, 2023, after entering into the Second Amended and Restated Credit Agreement, we amended the interest rate swap agreement to 1-month SOFR and a fixed rate of 3.7260 in accordance with the practical expedients included in ASC 848, Reference Rate Reform. See Note 11 for further discussion of this interest rate swap.

On March 16, 2023, we entered into interest rate swap agreements to convert $300,000 of our 1-month SOFR rate debt to a fixed rate of 3.7210 percent and to convert $100,000 of our 1-month SOFR rate debt to a fixed rate of 3.8990 percent. See Note 11 for further discussion of these interest rate swaps.

Revolving Credit Facility

Interest on the Revolving Credit Facility is payable at SOFR plus an adjustment of 0.10 percent and an interest rate spread of 1.75 percent (7.15 percent at September 2, 2023). A facility fee of 25 basis points of the unused commitment under the Revolving Credit Facility is payable quarterly. The interest rate spread and the facility fee are based on a secured leverage grid. At September 2, 2023, there was no balance outstanding on the Revolving Credit Facility. The Revolving Credit Facility matures on February 15, 2028.

The Revolving Credit Facility can be drawn upon for general corporate purposes up to a maximum of $700,000, less issued letters of credit. At June 3, 2023, letters of credit reduced the available amount under the Revolving Credit Facility by $9,968.

Covenants and Other

Under the Second Amended and Restated Credit Agreement, the Revolving Credit Facility and Term Loan A are subject to certain covenants and restrictions. For these facilities, we are required to maintain a secured leverage ratio, as defined in the agreement, no greater than 4.75 to 1.00 for our fiscal quarters ending on or prior to June 1, 2024 and then 4.50 to 1.00 thereafter. We are also required to maintain an interest coverage ratio of not less than 2.00 to 1.00.

Restrictive covenants include, but are not limited to, limitations on secured and unsecured borrowings, interest coverage, intercompany transfers and investments, third party investments, dispositions of assets, leases, liens, dividends and distributions, and contains a maximum total debt to trailing twelve months EBITDA requirement. Certain covenants become less restrictive after meeting leverage or other financial ratios. In addition, we cannot be a member of any consolidated group as defined for income tax purposes other than with our subsidiaries.

We are subject to mandatory prepayments in the first quarter of each fiscal year equal to 50 percent of Excess Cash Flow, as defined in the Second Amended and Restated Credit Agreement, of the prior fiscal year less any voluntary prepayments made during that fiscal year. The Excess Cash Flow Percentage shall be reduced to 25 percent when our Secured Leverage Ratio is below 4.25:1.00 and to 0 percent when our Secured Leverage Ratio is below 3.75:1.00.

The principal balance of the Term Loan B loans will be repayable in equal quarterly installments in an aggregate annual amount equal to 1 percent of the original principal amount thereof, with the balance due at maturity on *February 15, 2030.*The principal balance of the Term Loan A loans will be repayable in quarterly installments as follows: (i) with respect to the first eight fiscal quarters ended after the effective date of the Second Amended and Restated Credit Agreement, 1.25 percent of the aggregate principal amount of the original principal of the Term Loan A loans, (ii) with respect to the eight fiscal quarters ended after the end of the period set forth in the preceding clause (i), 1.875 percent of the aggregate principal amount of the original principal amount of the Term Loan A loans, and (iii) thereafter, 2.5 percent of the original principal amount of the Term Loan A loans, with the balance due at maturity on February 15, 2028.

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Note 7: Components of Net Periodic Benefit related to Pension and Other Postretirement Benefit Plans

	Three Months Ended September 2, 2023 and August 27, 2022
			****			****			****			****	Other
	Pension Benefits												Postretirement
	U.S. Plans						Non-U.S. Plans						Benefits
Net periodic (benefit) cost:	2023			2022			2023			2022			2023			2022
Service cost	$	-		$	-		$	422		$	666		$	-		$	-
Interest cost		3,475			2,368			1,454			679			301			184
Expected return on assets		(7,205	)		(7,117	)		(1,785	)		(1,525	)		(2,465	)		(2,719	)
Amortization:
Prior service (benefit) cost		-			(1	)		16			15			-			-
Actuarial loss (gain)		635			1,013			506			570			-			(845	)
Settlement charge		-			-			-			-			-			-
Net periodic (benefit) cost	$	(3,095	)	$	(3,737	)	$	613		$	405		$	(2,164	)	$	(3,380	)
	Nine Months Ended September 2, 2023 and August 27, 2022
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
			****			****			****			****	Other
	Pension Benefits												Postretirement
	U.S. Plans						Non-U.S. Plans						Benefits
Net periodic (benefit) cost:	2023			2022			2023			2022			2023			2022
Service cost	$	-		$	-		$	1,255		$	2,086		$	-		$	-
Interest cost		10,426			7,103			4,300			2,204			903			551
Expected return on assets		(21,617	)		(21,353	)		(5,277	)		(4,916	)		(7,394	)		(8,156	)
Amortization:
Prior service (benefit) cost		-			(2	)		47			47			-			-
Actuarial loss (gain)		1,906			3,040			1,496			1,830			-			(2,535	)
Settlement charge		-			-			-			3,329			-			-
Net periodic (benefit) cost	$	(9,285	)	$	(11,212	)	$	1,821		$	4,580		$	(6,491	)	$	(10,140	)

Service cost is included with employee compensation cost in cost of sales and selling, general and administrative expenses in the Consolidated Statements of Income. The components of our net periodic defined benefit pension and postretirement benefit costs other than service cost are presented in other income, net in the Consolidated Statements of Income.

In the nine months ended August 27, 2022, we recognized a non-cash settlement charge of $3,329 related to the termination of our Canadian defined benefit pension plan. The settlement charge is included in other income, net in the Consolidated Statement of Income.

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Note 8: Accumulated Other Comprehensive Income (Loss)

The following table provides details of total comprehensive income (loss):

	Three Months Ended September 2, 2023												Three Months Ended August 27, 2022
			****			****			****	Non-					****			****			****	Non-
			****			****			****	controlling					****			****			****	controlling
	H.B. Fuller Stockholders									Interest			H.B. Fuller Stockholders									Interest
	Pre-tax			Tax			Net			Net			Pre-tax			Tax			Net			Net
Net income attributable to H.B. Fuller and non-controlling interest							$	37,627		$	23								$	46,497		$	33
Foreign currency translation¹	$	(8,710	)	$	-			(8,710	)		(7	)	$	(87,743	)	$	-			(87,743	)		(46	)
Defined benefit pension plans adjustment²		1,157			(294	)		863			-			778			(94	)		684			-
Interest rate swaps³		21,086	****		(5,188	)		15,898	****		-			1,783			(437	)		1,346			-
Cross-currency swaps³		-			-			-			-			(377	)		6			(371	)		-
Net investment hedges³		(6,156	)		1,515			(4,641	)		-			-			-			-			-
Other comprehensive income (loss)	$	7,377		$	(3,967	)	$	3,410		$	(7	)	$	(85,559	)	$	(525	)	$	(86,084	)	$	(46	)
Comprehensive income (loss)			****			****	$	41,037		$	16								$	(39,587	)	$	(13	)
	Nine Months Ended September 2, 2023												Nine Months Ended August 27, 2022
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
			****			****			****	Non-					****			****			****	Non-
			****			****			****	controlling					****			****			****	controlling
	H.B. Fuller Stockholders									Interest			H.B. Fuller Stockholders									Interest
	Pretax			Tax			Net			Net			Pretax			Tax			Net			Net
Net income attributable to H.B. Fuller and non-controlling interest			****			****	$	99,916		$	71								$	132,007		$	70
Foreign currency translation adjustment¹	$	14,070		$	-			14,070			(12	)	$	(165,302	)	$	-			(165,302	)		(67	)
Defined benefit pension plans adjustment²		3,449			(877	)		2,572			-			5,483			(1,507	)		3,976			-
Interest rate swap³		19,557	****		(4,812	)		14,745	****		-			14,473			(3,549	)		10,924			-
Cross-currency swaps³		-			-			-			-			(3,720	)		56			(3,664	)		-
Net investment hedges³		(13,694	)		3,370			(10,324	)		-			-			-			-			-
Other comprehensive income (loss)	$	23,382		$	(2,319	)	$	21,063			(12	)	$	(149,066	)	$	(5,000	)		(154,066	)		(67	)
Comprehensive income (loss)			****			****	$	120,979		$	59								$	(22,059	)	$	3
¹ Income taxes are not provided for foreign currency translation relating to permanent investments in international subsidiaries.
---
² Loss reclassified from accumulated other comprehensive income ("AOCI") into earnings as part of net periodic cost related to pension and other postretirement benefit plans is reported in cost of sales and SG&A expense.
³ Income (loss) reclassified from AOCI into earnings is reported in other income, net.

The components of accumulated other comprehensive loss are as follows:


						Non-
			H.B. Fuller			controlling
			Stockholders			Interest
Foreign currency translation adjustment	(249,973	)	$	(249,943	)	$	(30	)
Interest rate swap, net of taxes of (4,812)	14,745	****		14,745	****		-
Net investment hedges, net of taxes of 16,667	(51,067	)		(51,067	)		-
Defined benefit pension plans adjustment, net of taxes of 66,867	(125,689	)		(125,689	)		-
Reclassification of AOCI tax effects	(18,341	)		(18,341	)		-
Accumulated other comprehensive loss	(430,325	)	$	(430,295	)	$	(30	)

All values are in US Dollars.


		****			****	Non-
		****	H.B. Fuller			controlling
			Stockholders			Interest
Foreign currency translation adjustment	(264,054	)	$	(264,012	)	$	(42	)
Net investment hedges, net of taxes of 13,297	(40,743	)		(40,743	)		-
Defined benefit pension plans adjustment, net of taxes of 67,744	(128,261	)		(128,261	)		-
Reclassification of AOCI tax effects	(18,341	)		(18,341	)		-
Accumulated other comprehensive loss	(451,399	)	$	(451,357	)	$	(42	)

All values are in US Dollars.

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Note 9: Income Taxes

Income tax expense for the three and nine months ended September 2, 2023 includes $6,243 and $9,130 of discrete tax expense, respectively, relating to various U.S. and foreign tax matters. Excluding the discrete tax expense, the overall effective tax rate was 27.1 percent and 28.5 percent for the three and nine months ended September 2, 2023, respectively.

Income tax expense for the three and nine months ended August 27, 2022 includes $6,449 and $7,696 of discrete tax expense, respectively, primarily relating to the revaluation of cross-currency swap agreements due to depreciation of the Euro versus the U.S. Dollar, as well as U.S. and various foreign tax matters offset by the tax effect of legal entity mergers. Excluding the discrete tax expense, the overall effective tax rate was 29.9 percent and 28.7 percent for the three and nine months ended August 27, 2022, respectively.

As of September 2, 2023, we had a liability of $16,010 recorded for gross unrecognized tax benefits (excluding interest) compared to $17,582 as of December 3, 2022. As of September 2, 2023 and December 3, 2022, we had accrued $7,137 and $5,680 of gross interest relating to unrecognized tax benefits, respectively.

Note 10: Earnings Per Share

A reconciliation of the common share components for the basic and diluted earnings per share calculations is as follows:

	Three Months Ended				Nine Months Ended
	September 2,		August 27,		September 2,		August 27,
(Shares in thousands)	2023		2022		2023		2022
Weighted-average common shares - basic		54,394		53,644		54,279		53,498
Equivalent shares from share-based compensations plans		1,639		1,486		1,611		1,703
Weighted-average common and common equivalent shares diluted		56,033		55,130		55,890		55,201

Basic earnings per share is calculated by dividing net income attributable to H.B. Fuller by the weighted-average number of common shares outstanding during the applicable period. Diluted earnings per share is based upon the weighted-average number of common and common equivalent shares outstanding during the applicable period. The difference between basic and diluted earnings per share is attributable to share-based compensation awards. We use the treasury stock method to calculate the effect of outstanding shares, which computes total employee proceeds as the sum of (a) the amount the employee must pay upon exercise of the award and (b) the amount of unearned share-based compensation costs attributed to future services. Share-based compensation awards for which total employee proceeds exceed the average market price over the applicable period have an antidilutive effect on earnings per share, and accordingly, are excluded from the calculation of diluted earnings per share.

Share-based compensation awards of 1,025,337 and 573,914 shares for the three months ended September 2, 2023 and August 27, 2022, respectively, and 1,164,870 and 691,856 shares for the nine months ended September 2, 2023 and August 27, 2022, respectively, were excluded from diluted earnings per share calculations because they were antidilutive.

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Note 11: Financial Instruments

Overview

As a result of being a global enterprise, foreign currency exchange rates and fluctuations in those rates may affect the Company's net investment in foreign subsidiaries, and our earnings, cash flows and financial position are exposed to foreign currency risk from foreign currency denominated receivables and payables.

We use foreign currency forward contracts, cross-currency swaps, interest rate swaps and net investment hedges to manage risks associated with foreign currency exchange rates and interest rates. We do not hold derivative financial instruments of a speculative nature or for trading purposes. We record derivatives as assets and liabilities on the balance sheet at fair value. Changes in fair value are recognized immediately in earnings unless the derivative qualifies and is designated as a hedge. Cash flows from derivatives are classified in the Consolidated Statement of Cash Flows in the same category as the cash flows from the items subject to designated hedge or undesignated (economic) hedge relationships. We evaluate hedge effectiveness at inception and on an ongoing basis. If a derivative is no longer expected to be effective, hedge accounting is discontinued. Hedge ineffectiveness, if any, is recorded in earnings.

We are exposed to credit risk in the event of nonperformance of counterparties for foreign currency forward exchange contracts and interest rate swap agreements. We select investment-grade multinational banks and financial institutions as counterparties for derivative transactions and monitor the credit quality of each of these banks on a periodic basis as warranted. We do not anticipate nonperformance by any of these counterparties, and valuation allowances, if any, are de minimis.

Cash Flow Hedges

On January 12, 2023, we entered into an interest rate swap agreement to convert $400,000 of our variable rate 1-month LIBOR rate debt to a fixed rate of 3.6895 percent that matures on *January 12, 2028.*On February 28, 2023, after refinancing our debt, we amended the interest rate swap agreement to our 1-month SOFR rate debt to a fixed rate of 3.7260 in accordance with the practical expedients included in ASC 848, Reference Rate Reform. The combined fair value of the interest rate swap was an asset of $6,652 at September 2, 2023 and was included in other assets in the Consolidated Balance Sheets. The swap was designated for hedge accounting treatment as a cash flow hedge. We are applying the hypothetical derivative method to assess hedge effectiveness for this interest rate swap. Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our variable rate debt are compared with the change in the fair value of the swap.

On March 16, 2023, we entered into an interest rate swap agreement to convert $300,000 of our 1-month SOFR rate debt to a fixed rate of 3.7210 percent that matures on February 15, 2028. The combined fair value of the interest rate swap was an asset of $4,227 at September 2, 2023 and was included in other liabilities in the Consolidated Balance Sheets. The swap was designated for hedge accounting treatment as a cash flow hedge. We are applying the hypothetical derivative method to assess hedge effectiveness for this interest rate swap. Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our variable rate debt are compared with the change in the fair value of the swaps.

On March 16, 2023, we entered into an interest rate swap agreement to convert $100,000 of our 1-month SOFR rate debt to a fixed rate of 3.8990 percent that matures on February 15, 2028. The combined fair value of the interest rate swap was an asset of $951 at September 2, 2023 and was included in other liabilities in the Consolidated Balance Sheets. The swap was designated for hedge accounting treatment as a cash flow hedge. We are applying the hypothetical derivative method to assess hedge effectiveness for these interest rate swaps. Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our variable rate debt are compared with the change in the fair value of the swaps.

The amounts of pretax gains (losses) recognized in Comprehensive Income related to derivative instruments designated as cash flow hedges are as follows:

	Three Months Ended					Nine Months Ended
	September 2, 2023		August 27, 2022			September 2, 2023		August 27, 2022
Cross-currency swap contracts	$	-	$	(377	)	$	-	$	(3,720	)
Interest rate swap contracts		21,086		1,783			19,557		14,473

Fair Value Hedges

On February 12, 2021, we entered into interest rate swap agreements to convert our $300,000 Public Notes that were issued on October 20, 2020 to a variable interest rate of 1-month LIBOR plus 3.28 percent. On June 30, 2023, 1-month LIBOR rates ceased to exist and the IBOR Fallbacks Protocol published by the International Swaps and Derivatives Association ("ISDA") took effect as outlined in the interest rate swap agreement. As a result, the interest rate swap agreement was converted to Overnight SOFR plus 3.28 percent. We applied the practical expedients included in ASC 848, Reference Rate Reform.

These interest rate swap agreements mature on October 15, 2028. The combined fair value of the interest rate swaps was a liability of $46,843 at September 2, 2023, and was included in other liabilities in the Consolidated Balance Sheets. The swaps were designated for hedge accounting treatment as fair value hedges. We apply the short cut method and assume hedge effectiveness. Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our $300,000 fixed rate Public Notes are compared with the change in the fair value of the swaps.

Net Investment Hedges

On October 17, 2022, we entered into a float-to-float cross-currency interest rate swap agreement with a notional amount of €307,173 maturing in October 2028. On October 20, 2022, we entered into fixed-to-fixed cross-currency interest rate swap agreements for a total notional amount of €300,000 with tranches maturing in August 2025, August 2026 and *February 2027.*On June 30, 2023, 1-month LIBOR rates ceased to exist and the IBOR Fallbacks Protocol published by the International Swaps and Derivatives Association (ISDA) took effect as outlined in the interest rate swap agreement. As a result, the 1-month LIBOR leg of the float-to-float agreement was converted to Overnight SOFR plus 3.28 percent. On July 17, 2023, we amended the 1-month EURIBOR leg of the float-to-float agreement to Overnight ESTR plus 3.2195 percent. We applied the practical expedients included in ASC 848, Reference Rate Reform. As of September 2, 2023, the combined fair value of the swaps was a liability of $67,740 and was included in other liabilities in the Consolidated Balance Sheets. The cross-currency interest rate swaps hedge a portion of the Company’s investment in Euro denominated foreign subsidiaries.

The swaps are designated as net investment hedges for accounting treatment. The net gains or losses attributable to changes in spot exchange rates are recorded in the cumulative translation adjustment within other comprehensive income (loss). The gains or losses are reclassified into earnings upon a liquidation event or deconsolidation of the foreign subsidiary. Any ineffective portions of net investment hedges are reclassified from accumulated other comprehensive income (loss) into earnings during the period of change. The amount in accumulated other comprehensive income (loss) related to net investment hedge cross-currency swaps was a loss of $51,067 of September 2, 2023. The amounts of pretax loss recognized in comprehensive income related to the net investment hedge was $13,694 for the nine months ended September 2, 2023. As of September 2, 2023, we did not reclassify any gains or losses into earnings from net investment hedges and we do not expect to reclassify any such gain or loss into earnings within the next twelve months. No amounts related to net investment hedges have been excluded from the assessment of hedge effectiveness.

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Derivatives Not Designated as Hedging Instruments

We use foreign currency forward contracts to offset our exposure to the change in value of certain foreign currency denominated assets and liabilities held at foreign subsidiaries that are remeasured at the end of each period. Although the contracts are effective economic hedges, they are not designated as accounting hedges. Foreign currency forward contracts are recorded as assets and liabilities on the balance sheet at fair value. Changes in the value of these derivatives are recognized immediately in earnings, thereby offsetting the current earnings effect of the related foreign currency denominated assets and liabilities.

As of September 2, 2023, we had forward foreign currency contracts maturing between September 6, 2023and May 13, 2024. The mark-to-market effect associated with these contracts was largely offset by the underlying transaction gains and losses resulting from the foreign currency exposures for which these contracts relate.

The amounts of pretax gains (losses) recognized in other income, net related to derivative instruments not designated as hedging instruments for the nine months ended September 2, 2023 and August 27, 2022 were ($798) and $2,378, respectively.

Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of entities in the customer base and their dispersion across many different industries and countries. As of September 2, 2023, there were no significant concentrations of credit risk.

Note 12: Fair Value Measurements

Overview

Estimates of fair value for financial assets and liabilities are based on the framework established in the accounting guidance for fair value measurements. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The framework utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

●	Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
●	Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
●	Level 3: Unobservable inputs that reflect management’s assumptions, and include situations where there is little, if any, market activity for the asset or liability.

Balances Measured at Fair Value on a Recurring Basis

The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis as of September 2, 2023 and December 3, 2022, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.

	September 2,		Fair Value Measurements Using:
Description	2023		Level 1		Level 2		Level 3
Assets:
Marketable securities	$	1,565	$	1,565	$	-	$	-
Foreign exchange contract assets		6,410		-		6,410		-
Interest rate swaps, cash flow hedge assets		11,830		-		11,830		-
Liabilities:
Foreign exchange contract liabilities	$	7,208	$	-		7,208	$	-
Interest rate swaps, fair value hedge liabilities		46,843		-		46,843		-
Net investment hedge liabilities		67,740		-		67,740		-
Contingent consideration liabilities		4,632		-		-		4,632
	December 3,		Fair Value Measurements Using:
---	---	---	---	---	---	---	---	---
Description	2022		Level 1		Level 2		Level 3
Assets:
Marketable securities	$	4,013	$	4,013	$	-	$	-
Foreign exchange contract assets		10,282		-		10,282		-
Liabilities:
Foreign exchange contract liabilities	$	4,570	$	-	$	4,570	$	-
Interest rate swaps, fair value hedge liabilities		42,542		-		42,542
Net investment hedge liabilities		54,046		-		54,046		-
Contingent consideration liabilities		1,977		-		-		1,977

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The valuation of our contingent consideration liability related to the acquisitions of ZKLT and TissueSeal was $4,132 and $500, respectively, as of September 2, 2023. Adjustments to the fair value of contingent consideration are recorded to selling, general and administrative expenses in the Statement of Income. See Note 2 for further discussion regarding our acquisitions. The following table provides details of the contingent consideration liabilities:

	Amounts
Balance at December 3, 2022	$	1,977
Fair value adjustment		2,893	****
Foreign currency translation adjustment		(238	)
Balance at September 2, 2023	$	4,632

Balances Measured at Fair Value on a Nonrecurring Basis

We measure certain assets and liabilities at fair value on a nonrecurring basis. These assets include intangible assets acquired in an acquisition. The identified intangible assets of customer relationships, technology and tradenames acquired in connection with our acquisitions were measured using unobservable (Level 3) inputs. The fair value of the intangible assets was calculated using either the income or cost approach. Significant inputs include estimated revenue growth rates, gross margins, operating expenses, attrition rate, royalty rate and discount rate.

See Note 2 for further discussion regarding our acquisitions.

Balances Disclosed at Fair Value

Long-term debt had an estimated fair value of $1,744,678 and $1,713,257 as of September 2, 2023 and December 3, 2022, respectively. The fair value of long-term debt is based on quoted market prices for the same or similar issues or on the current rates offered for debt of similar maturities. The estimated fair value of these long-term obligations is not necessarily indicative of the amount that would be realized in a current market exchange.

Note 13: Commitments and Contingencies

Environmental Matters

We are involved in environmental investigations, clean-up activities and administrative proceedings related to environmental compliance matters at former and current operating facilities. We have also been identified as a potentially responsible party (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and/or similar state laws that impose liability for costs relating to the clean-up of contamination resulting from past spills, disposal or other release of hazardous substances associated with landfills and/or hazardous waste sites. As a PRP, we may be required to pay a share of the costs of investigation and clean-up of these sites. We are subject to similar laws in some of the countries where current and former facilities are located. Our environmental, health and safety department monitors compliance with applicable laws on a global basis. To the extent we can reasonably estimate the amount of our probable liabilities for environmental matters, we establish an undiscounted financial provision. We recorded liabilities of $5,329 and $5,754 as of September 2, 2023 and December 3, 2022, respectively, for probable and reasonably estimable environmental remediation costs. Of the amount reserved, $2,561 and $2,789 as of September 2, 2023 and December 3, 2022, respectively, is attributable to a facility we own in Simpsonville, South Carolina as a result of our Royal Adhesives acquisition that is a designated site under CERCLA.

While uncertainties exist with respect to the amounts and timing of the ultimate environmental liabilities, based on currently available information, we have concluded that these matters, individually or in the aggregate, will not have a material adverse effect on our results of operations, financial condition or cash flow.

Other Legal Proceedings

From time to time and in the ordinary course of business, we are a party to, or a target of, lawsuits, claims, investigations and proceedings, including product liability, personal injury, contract, patent and intellectual property, environmental, health and safety, tax and employment matters. While we are unable to predict the outcome of these matters, we have concluded, based upon currently available information, that the ultimate resolution of any pending matter, individually or in the aggregate, including the asbestos litigation described in the following paragraphs, will not have a material adverse effect on our results of operations, financial condition or cash flow.

We have been named as a defendant in lawsuits in which plaintiffs have alleged injury due to products containing asbestos manufactured more than 35 years ago. The plaintiffs generally bring these lawsuits against multiple defendants and seek damages (both actual and punitive) in very large amounts. In many cases, plaintiffs are unable to demonstrate that they have suffered any compensable injuries or that the injuries suffered were the result of exposure to products manufactured by us. We are typically dismissed as a defendant in such cases without payment. If the plaintiff presents evidence indicating that compensable injury occurred as a result of exposure to our products, the case is generally settled for an amount that reflects the seriousness of the injury, the length, intensity and character of exposure to products containing asbestos, the number and solvency of other defendants in the case, and the jurisdiction in which the case has been brought.

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A significant portion of the defense costs and settlements in asbestos-related litigation is paid by third parties, including indemnification pursuant to the provisions of a 1976 agreement under which we acquired a business from a third party. Currently, this third party is defending and paying settlement amounts, under a reservation of rights, in most of the asbestos cases tendered to the third party.

In addition to the indemnification arrangements with third parties, we have insurance policies that generally provide coverage for asbestos liabilities, including defense costs. Historically, insurers have paid a significant portion of our defense costs and settlements in asbestos-related litigation. However, certain of our insurers are insolvent. We have entered into cost-sharing agreements with our insurers that provide for the allocation of defense costs and settlements and judgments in asbestos-related lawsuits. These agreements require, among other things, that we fund a share of settlements and judgments allocable to years in which the responsible insurer is insolvent.

A summary of the number of and settlement amounts for asbestos-related lawsuits and claims is as follows:

	Nine Months Ended				3 Years Ended
	September 2, 2023		August 27, 2022		December 3, 2022
Lawsuits and claims settled		6		3		13
Settlement amounts	$	3,985	$	206	$	511
Insurance payments received or expected to be received	$	2,307	$	139	$	338

We do not believe that it would be meaningful to disclose the aggregate number of asbestos-related lawsuits filed against us because relatively few of these lawsuits are known to involve exposure to asbestos-containing products that we manufactured. Rather, we believe it is more meaningful to disclose the number of lawsuits that are settled and result in a payment to the plaintiff. To the extent we can reasonably estimate the amount of our probable liabilities for pending asbestos-related claims, we establish a financial provision and a corresponding receivable for insurance recoveries.

Based on currently available information, we have concluded that the resolution of any pending matter, including asbestos-related litigation, individually or in the aggregate, will not have a material adverse effect on our results of operations, financial condition or cash flow.

Note 14: Segments

We are required to report segment information in the same way that we internally organize our business for assessing performance and making decisions regarding allocation of resources. Revenue and operating income of each of our segments are regularly reviewed by our chief operating decision maker to make decisions about resources to be allocated to the segments and assess their performance. Segment operating income is identified as gross profit less SG&A expenses. Corporate expenses, other than those included in Corporate Unallocated, are allocated to each operating segment. Consistent with our internal management reporting, Corporate Unallocated amounts include business acquisition and integration costs, organizational restructuring charges and project costs associated with implementing a global Enterprise Resource Planning (“ERP”) system that we refer to as Project ONE. Corporate assets are not allocated to the operating segments. Inter-segment revenues are recorded at cost plus a markup for administrative costs.

We have three reportable segments: Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Construction Adhesives. The business components within each operating segment are managed to maximize the results of the overall operating segment rather than the results of any individual business component of the operating segment. Results of individual components of each operating segment are subject to numerous allocations of segment-wide costs that may or may not have been focused on that particular component for a particular reporting period. The costs for these allocated resources are not tracked on a "where-used" basis as financial performance is assessed at the total operating segment level.

The table below provides certain information regarding net revenue and operating income (loss) for each of our operating segments.

	Three Months Ended
	September 2, 2023					August 27, 2022
	Net		Operating			Net		Operating
	Revenue		Income (Loss)			Revenue		Income (Loss)
Hygiene, Health and Consumable Adhesives	$	402,388	$	52,737		$	424,978	$	47,470
Engineering Adhesives		365,862		52,931			378,264		39,776
Construction Adhesives		132,384		5,853			137,988		6,391
Total segment	$	900,634	$	111,521		$	941,230	$	93,637
Corporate Unallocated^1^		-		(20,202	)		-		(5,683	)
Total	$	900,634	$	91,319		$	941,230	$	87,954
	Nine Months Ended
---	---	---	---	---	---	---	---	---	---	---
	September 2, 2023					August 27, 2022
	Net		Operating			Net		Operating
	Revenue		Income (Loss)			Revenue		Income (Loss)
Hygiene, Health and Consumable Adhesives	$	1,190,402	$	149,474		$	1,252,405	$	122,950
Engineering Adhesives		1,063,009		129,806			1,137,587		115,266
Construction Adhesives		354,644		2,189	****		400,977		22,032
Total segment	$	2,608,055	$	281,469		$	2,790,969	$	260,248
Corporate Unallocated		-		(39,734	)		-		(27,780	)
Total	$	2,608,055	$	241,735		$	2,790,969	$	232,468

^1^ Consistent with our internal management reporting, Corporate Unallocated amounts in the tables above include charges that are not allocated to the Company’s reportable segments.

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The table below provides a reconciliation of operating income to income before income taxes and income from equity method investments:

	Three Months Ended						Nine Months Ended
	September 2,			August 27,			September 2,			August 27,
	2023			2022			2023			2022
Operating income	$	91,319		$	87,954		$	241,735		$	232,468
Other income, net		1,555			6,559			4,764			12,701
Interest expense		(35,105	)		(23,450	)		(101,305	)		(61,475	)
Interest income		1,128			2,139			2,726			6,170
Income before income taxes and income from equity method investments	$	58,897		$	73,202		$	147,920		$	189,864

We view the following disaggregation of net revenue by geographic region as useful to understanding the composition of revenue recognized during the respective reporting periods:

	Three Months Ended September 2, 2023
	Hygiene, Health
	and Consumable		Engineering		Construction
	Adhesives		Adhesives		Adhesives		Total
Americas	$	227,947	$	147,115	$	100,510	$	475,572
EIMEA		127,080		109,151		23,443		259,674
Asia Pacific		47,361		109,596		8,431		165,388
Total	$	402,388	$	365,862	$	132,384	$	900,634
	Three Months Ended August 27, 2022
---	---	---	---	---	---	---	---	---
	Hygiene, Health
	and Consumable		Engineering		Construction
	Adhesives		Adhesives		Adhesives		Total
Americas	$	261,751	$	165,398	$	106,169	$	533,318
EIMEA		114,186		111,734		23,519		249,439
Asia Pacific		49,041		101,132		8,300		158,473
Total	$	424,978	$	378,264	$	137,988	$	941,230
	Nine Months Ended September 2, 2023
---	---	---	---	---	---	---	---	---
	Hygiene, Health
	and Consumable		Engineering		Construction
	Adhesives		Adhesives		Adhesives		Total
Americas	$	688,890	$	429,824	$	273,116	$	1,391,830
EIMEA		348,876		341,710		57,938		748,524
Asia Pacific		152,636		291,475		23,590		467,701
Total	$	1,190,402	$	1,063,009	$	354,644	$	2,608,055
	Nine Months Ended August 27, 2022
---	---	---	---	---	---	---	---	---
	Hygiene, Health
	and Consumable		Engineering		Construction
	Adhesives		Adhesives		Adhesives		Total
Americas	$	737,689	$	465,285	$	321,167	$	1,524,141
EIMEA		351,983		361,485		58,450		771,918
Asia Pacific		162,733		310,817		21,360		494,910
Total	$	1,252,405	$	1,137,587	$	400,977	$	2,790,969

Note 15: Subsequent Event

Acquisition

On September 8, 2023, we completed the acquisition of certain assets of the Sanglier Group ("Sanglier") for a purchase price of 14,000 British pound sterling, or approximately $17,500. Sanglier, headquartered in the United Kingdom, is a manufacturer and filler of sprayable industrial adhesives. The acquisition will be included in our Construction Adhesives operating segment.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

The Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the MD&A included in our Annual Report on Form 10-K for the year ended December 3, 2022 for important background information related to our business.

Net revenue in the third quarter of 2023 decreased 4.3 percent from the third quarter of 2022. Net revenue decreased 8.0 percent due to sales volume and 1.7 percent due to negative currency effects, partially offset by a 0.6 percent increase in pricing and a 4.8 percent increase due to acquisitions compared to the third quarter of 2022. The negative currency effects were primarily driven by a weaker Chinese renminbi, Egyptian pound and Turkish lira offset by a stronger Euro and Mexican peso compared to the U.S. dollar. Gross profit margin increased 280 basis points due to an increase in product pricing and lower raw material costs.

Net revenue in the first nine months of 2023 decreased 6.6 percent from the first nine months of 2022. Net revenue decreased 11.1 percent due to sales volume and 3.2 percent due to negative currency effects, partially offset by a 4.7 percent increase in pricing and a 3.0 percent increase due to acquisitions compared to the first nine months of 2022. The negative currency effects were primarily driven by a weaker Chinese renminbi, Egyptian pound, Turkish lira and Argentinian peso offset by a stronger Mexican peso compared to the U.S. dollar. Gross profit margin increased 260 basis points due to an increase in product pricing and lower raw material costs.

Net income attributable to H.B. Fuller in the third quarter of 2023 was $37.6 million compared to $46.5 million in the third quarter of 2022. On a diluted earnings per share basis, the third quarter of 2023 was $0.67 per share compared to $0.84 per share for the third quarter of 2022.

Net income attributable to H.B. Fuller in the first nine months of 2023 was $99.9 million compared to $132.0 million in the first nine months of 2022. On a diluted earnings per share basis, the first nine months of 2023 was $1.79 per share compared to $2.39 per share for the first nine months of 2022.

Restructuring Plans

During the second and third quarters of 2023, the Company approved restructuring plans (the “Plans”) related to organizational changes and other actions to optimize operations and integrate acquired businesses. In implementing the Plans, the Company currently expects to incur costs of approximately $39.1 million to $44.1 million ($30.4 million to $34.4 million after-tax), which include (i) cash expenditures of approximately $28.4 million to $29.6 million ($22.0 million to $23.0 million after tax) for severance and related employee costs globally and (ii) other restructuring costs related to the streamlining of processes and the payment of anticipated income taxes in certain jurisdictions related to the Plans. We have incurred costs of $17.1 million under the Plans as of September 2, 2023. The Plans began to be implemented in the second quarter of fiscal year 2023 and are currently expected to be completed during fiscal year 2026. The restructuring costs will be spread across the next several fiscal quarters as the measures are implemented with the majority of the charges recognized and cash payments occurring in fiscal 2023 and 2024.

Results of Operations

Net revenue:

	Three Months Ended							Nine Months Ended
	September 2,		August 27,		2023 vs			September 2,		August 27,		2023 vs
($ in millions)	2023		2022		2022			2023		2022		2022
Net revenue	$	900.6	$	941.2		(4.3	)%	$	2,608.1	$	2,791.0		(6.6	)%

We review variances in net revenue in terms of changes related to sales volume, product pricing, business acquisitions and divestitures (“M&A”) and changes in foreign currency exchange rates. The following table shows the net revenue variance analysis for the third quarter and first nine months of 2023 compared to the third quarter and first nine months of 2022:

	Three Months Ended			Nine Months Ended
	September 2, 2023 vs. August 27, 2022			September 2, 2023 vs. August 27, 2022
Organic growth		(7.4	)%		(6.4	)%
M&A		4.8	%		3.0	%
Currency		(1.7	)%		(3.2	)%
Total		(4.3	)%		(6.6	)%

Organic growth was a negative 7.4 percent in the third quarter of 2023 compared to the third quarter of 2022 and consisted of a 10.5 percent decrease in Hygiene, Health and Consumable Adhesives, a 9.4 percent decrease in Construction Adhesives and a 3.3 percent decrease in Engineering Adhesives. The decrease is driven by a decrease in volume partially offset by a slight increase in product pricing. The 4.8 percent increase from M&A is due to our acquisitions that occurred in the last twelve months. The negative 1.7 percent foreign currency impact was primarily driven by a weaker Chinese renminbi, Egyptian pound and Turkish lira offset by a stronger Euro and Mexican peso compared to the U.S. dollar.

Organic growth was a negative 6.4 percent in the first nine months of 2023 compared to the first nine months of 2022 and consisted of a 16.0 percent decrease in Construction Adhesives, a 5.3 percent decrease in Engineering Adhesives and a 4.2 percent decrease in Hygiene, Health and Consumable Adhesive. The decrease is driven by a decrease in volume partially offset by an increase in product pricing. The 3.0 percent increase from M&A is due to our acquisitions that occurred in the last twelve months. The negative 3.2 percent foreign currency impact was primarily driven by a weaker Chinese renminbi, Egyptian pound, Turkish lira and Argentinian peso offset by a stronger Mexican peso compared to the U.S. dollar.

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Cost of sales:

	Three Months Ended									Nine Months Ended
	September 2,			August 27,			2023 vs			September 2,			August 27,			2023 vs
($ in millions)	2023			2022			2022			2023			2022			2022
Cost of sales	$	637.2		$	692.1			(7.9	)%	$	1,873.0		$	2,075.4			(9.8	)%
Percent of net revenue		70.8	%		73.5	%					71.8	%		74.4	%

Cost of sales in the third quarter of 2023 compared to the third quarter of 2022 decreased 270 basis points as a percentage of net revenue. Lower raw material costs partially offset by the impact of lower sales volume led to the decrease.

Cost of sales in the first nine months of 2023 compared to the first nine months of 2022 decreased 260 basis points as a percentage of net revenue. Lower raw material costs and higher product pricing partially offset by the impact of lower sales volume led to the decrease.

Gross profit:

	Three Months Ended									Nine Months Ended
	September 2,			August 27,			2023 vs			September 2,			August 27,			2023 vs
($ in millions)	2023			2022			2022			2023			2022			2022
Gross profit	$	263.5		$	249.2			5.7	%	$	735.1		$	715.6			2.7	%
Percent of net revenue		29.3	%		26.5	%					28.2	%		25.6	%

Gross profit in the third quarter of 2023 increased 5.7 percent and gross profit margin increased 280 basis points compared to the third quarter of 2022. The increase in gross profit margin was primarily due to lower raw material costs partially offset by the impact of lower sales volume.

Gross profit in the first nine months of 2023 increased 2.7 percent and gross profit margin increased 260 basis points compared to the first nine months of 2022. The increase in gross profit margin was primarily due to lower raw material costs and higher product pricing partially offset by the impact of lower sales volume.

Selling, general and administrative (SG&A) expenses:

	Three Months Ended									Nine Months Ended
	September 2,			August 27,			2023 vs			September 2,			August 27,			2023 vs
($ in millions)	2023			2022			2022			2023			2022			2022
SG&A	$	172.2		$	161.2			6.8	%	$	493.3		$	483.1			2.1	%
Percent of net revenue		19.1	%		17.1	%					18.9	%		17.3	%

SG&A expenses for the third quarter of 2023 compared to the third quarter of 2022 increased 200 basis points as a percentage of net revenue. The increase is due to lower net revenue and higher restructuring and acquisition project costs.

SG&A expenses for the first nine months of 2023 compared to the first nine months of 2022 increased 160 basis points as a percentage of net revenue. The increase is due to lower net revenue and higher restructuring and acquisition project costs.

Other income, net:

	Three Months Ended							Nine Months Ended
	September 2,		August 27,		2023 vs			September 2,		August 27,		2023 vs
($ in millions)	2023		2022		2022			2023		2022		2022
Other income, net	$	1.6	$	6.6		(75.8	)%	$	4.8	$	12.7		(62.2	)%

Other income, net in the third quarter of 2023 included $5.1 million of net defined benefit pension benefits, partially offset by $3.2 million of currency transaction losses and $0.3 million of other income. Other income, net in the third quarter of 2022 included $7.4 million of net defined benefit pension benefits and $1.8 million of other income, partially offset by $2.6 million of currency transaction losses.

Other income, net in the first nine months of 2023 included $15.2 million of net defined benefit pension benefits and $0.4 million of other income, partially offset by $10.8 million of currency transaction losses. Other income, net in the first nine months of 2022 included $18.9 million of net defined benefit pension benefits and $3.4 million of other income, partially offset by $9.6 million of currency transaction losses. The $18.9 million of net defined benefit pension benefits for the first nine months of 2022 included a $3.3 million settlement loss related to the termination of our Canadian defined benefit pension plan.

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Interest expense:

	Three Months Ended							Nine Months Ended
	September 2,		August 27,		2023 vs			September 2,		August 27,		2023 vs
($ in millions)	2023		2022		2022			2023		2022		2022
Interest expense	$	35.1	$	23.5		49.4	%	$	101.3	$	61.5		64.7	%

Interest expense in the third quarter of 2023 was $35.1 million compared to $23.5 million in the third quarter of 2022 and was higher primarily due to higher debt balances and higher interest rates.

Interest expense in the first nine months of 2023 was $101.3 million compared to $61.5 million in the first nine months of 2022 and was higher primarily due to higher debt balances and higher interest rates.

Interest income:

	Three Months Ended							Nine Months Ended
	September 2,		August 27,		2023 vs			September 2,		August 27,		2023 vs
($ in millions)	2023		2022		2022			2023		2022		2022
Interest income	$	1.1	$	2.1		(47.6	)%	$	2.7	$	6.2		(56.5	)%

Interest income in the third quarter of 2023 and 2022 was $1.1 million and $2.1 million, respectively, consisting primarily of interest on cross-currency swap activity and other miscellaneous interest income.

Interest income in the first nine months of 2023 and 2022 was $2.7 million and $6.2 million, respectively, consisting primarily of interest on cross-currency swap activity and other miscellaneous interest income.

Income taxes:

	Three Months Ended									Nine Months Ended
	September 2,			August 27,			2023 vs			September 2,			August 27,			2023 vs
($ in millions)	2023			2022			2022			2023			2022			2022
Income taxes	$	22.2		$	28.3			(21.6	)%	$	51.3		$	62.0			(17.3	)%
Effective tax rate		37.7	%		38.7	%					34.6	%		32.7	%

Income tax expense of $22.2 million in the third quarter of 2023 includes $6.2 million of discrete tax expense. Excluding the discrete tax expense, the overall effective tax rate was 27.1 percent. The discrete tax expense relates to various U.S. and foreign tax matters. Income tax expense of $28.3 million in the third quarter of 2022 includes $6.4 million of discrete tax expense. Excluding the discrete tax expense, the overall effective tax rate was 29.9 percent. The discrete tax expense relates to impacts of the revaluation of cross-currency swap agreements due to depreciation of the Euro versus the U.S. dollar and other various U.S. and foreign tax matters.

Income tax expense of $51.3 million in the first nine months of 2023 includes $9.1 million of discrete tax expense. Excluding the discrete tax expense, the overall effective tax rate was 28.5 percent. The discrete tax expense relates to various U.S. and foreign tax matters offset by an excess tax benefit related to U.S. stock compensation. Income tax expense of $62.0 million in the first nine months of 2022 includes $7.7 million of discrete tax expense. Excluding the discrete tax expense, the overall effective tax rate was 28.7 percent. The discrete tax expense relates to the revaluation of cross-currency swap agreements due to depreciation of the Euro versus the U.S. dollar, as well as various U.S. and foreign tax matters offset by the tax effect of legal entity mergers.

Income from equity method investments:

	Three Months Ended							Nine Months Ended
	September 2,		August 27,		2023 vs			September 2,		August 27,		2023 vs
($ in millions)	2023		2022		2022			2023		2022		2022
Income from equity method investments	$	1.0	$	1.6		(37.5	)%	$	3.3	$	4.2		(21.4	)%

The income from equity method investments relates to our 50 percent ownership of the Sekisui-Fuller joint venture in Japan. The lower income for the third quarter and first nine months of 2023 compared to the same periods of 2022 is due to lower net income in our joint venture.

Net income attributable to H.B. Fuller:

	Three Months Ended									Nine Months Ended
	September 2,			August 27,			2023 vs			September 2,			August 27,			2023 vs
($ in millions)	2023			2022			2022			2023			2022			2022
Net income attributable to H.B. Fuller	$	37.6		$	46.5			(19.1	)%	$	99.9		$	132.0			(24.3	)%
Percent of net revenue		4.2	%		4.9	%					3.8	%		4.7	%

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The net income attributable to H.B. Fuller for the third quarter of 2023 was $37.6 million compared to $46.5 million for the third quarter of 2022. The diluted earnings per share for the third quarter of 2023 was $0.67 per share as compared to $0.84 per share for the third quarter of 2022.

The net income attributable to H.B. Fuller for the first nine months of 2023 was $99.9 million compared to $132.0 million for the first nine months of 2022. The diluted earnings per share for the first nine months of 2023 was $1.79 per share as compared to $2.39 per share for the first nine months of 2022.

Operating Segment Results

We have three reportable segments: Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Construction Adhesives. Operating results of each of these segments are regularly reviewed by our chief operating decision maker to make decisions about resources to be allocated to the segments and assess their performance.

The tables below provide certain information regarding the net revenue and operating income of each of our operating segments.

Corporate Unallocated amounts include business acquisition and integration costs, organizational restructuring charges and project costs associated with implementing a global Enterprise Resource Planning (“ERP”) system that we refer to as Project ONE.

Net Revenue by Segment:

	Three Months Ended										Nine Months Ended
	September 2, 2023					August 27, 2022					September 2, 2023					August 27, 2022
	Net		% of			Net		% of			Net		% of			Net		% of
($ in millions)	Revenue		Total			Revenue		Total			Revenue		Total			Revenue		Total
Hygiene, Health and Consumable Adhesives	$	402.4		45	%	$	425.0		45	%	$	1,190.4		46	%	$	1,252.4		45	%
Engineering Adhesives		365.8		40	%		378.2		40	%		1,063.0		40	%		1,137.6		41	%
Construction Adhesives		132.4		15	%		138.0		15	%		354.7		14	%		401.0		14	%
Segment total	$	900.6		100	%	$	941.2		100	%	$	2,608.1		100	%	$	2,791.0		100	%
Corporate Unallocated		-		-			-		-			-		-			-		-
Total	$	900.6		100	%	$	941.2		100	%	$	2,608.1		100	%	$	2,791.0		100	%

Segment Operating Income (Loss):

	Three Months Ended												Nine Months Ended
	September 2, 2023						August 27, 2022						September 2, 2023						August 27, 2022
	Segment					****	Segment					****	Segment					****	Segment					****
	Operating					****	Operating					****	Operating					****	Operating					****
	Income			% of			Income			% of			Income			% of			Income			% of
($ in millions)	(Loss)			Total			(Loss)			Total			(Loss)			Total			(Loss)			Total
Hygiene, Health and Consumable Adhesives	$	52.7			58	%	$	47.5			54	%	$	149.5			62	%	$	122.9			53	%
Engineering Adhesives		52.9			58	%		39.8			45	%		129.8			54	%		115.3			50	%
Construction Adhesives		5.9			6	%		6.4			7	%		2.2			(0	)%		22.0			9	%
Segment total	$	111.5			122	%	$	93.7			106	%	$	281.5			116	%	$	260.2			112	%
Corporate Unallocated		(20.2	)		(22	)%		(5.7	)		(6	)%		(39.8	)		(16	)%		(27.7	)		(12	)%
Total	$	91.3			100	%	$	88.0			100	%	$	241.7			100	%	$	232.5			100	%

Hygiene, Health and Consumable Adhesives

	Three Months Ended									Nine Months Ended
	September 2,			August 27,			2023 vs			September 2,			August 27,			2023 vs
($ in millions)	2023			2022			2022			2023			2022			2022
Net revenue	$	402.4		$	425.0			(5.3	)%	$	1,190.4		$	1,252.4			(5.0	)%
Segment operating income	$	52.7		$	47.5			10.9	%	$	149.5		$	122.9			21.6	%
Segment operating margin		13.1	%		11.2	%					12.6	%		9.8	%

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The following table provides details of the Hygiene, Health and Consumable Adhesives net revenue variances:

	Three Months Ended			Nine Months Ended
	September 2, 2023 vs. August 27, 2022			September 2, 2023 vs. August 27, 2022
Organic growth		(10.5	)%		(4.2	)%
M&A		7.6	%		3.6	%
Currency		(2.4	)%		(4.4	)%
Total		(5.3	)%		(5.0	)%

Net revenue decreased 5.3 percent in the third quarter of 2023 compared to the third quarter of 2022. The decrease in organic growth was attributable to a decrease in sales volume, partially offset by a slight increase in product pricing. The 7.6 percent increase in net revenue from M&A was due to the acquisitions of Lemtapes in the first quarter of 2023, Beardow Adams in the second quarter of 2023 and Adhezion in the third quarter of 2023. The negative currency effect was due to a weaker Egyptian pound, Chinese renminbi and Turkish lira offset by a stronger Euro and Mexican peso compared to the U.S. dollar. As a percentage of net revenue, gross margin increased due to lower raw material costs partially offset by the impact of lower sales volume. SG&A expenses as a percentage of net revenue increased due to the impact of acquisitions and lower net revenue. Segment operating income increased 10.9 percent and segment operating margin as a percentage of net revenue increased 190 basis points compared to the third quarter of 2022.

Net revenue decreased 5.0 percent in the first nine months of 2023 compared to the first nine months of 2022. The decrease in organic growth was attributable to a decrease in sales volume, partially offset by an increase in product pricing. The 3.6 percent increase in net revenue from M&A was due to the acquisitions of Lemtapes during the first quarter of 2023, Beardow Adams in the second quarter of 2023 and Adhezion in the third quarter of 2023. The negative currency effect was due to a weaker Egyptian pound, Argentinian peso, Turkish lira and Chinese renminbi offset by a stronger Mexican peso compared to the U.S. dollar. As a percentage of net revenue, gross margin increased due to lower raw material costs and higher product pricing partially offset by the impact of lower sales volume. SG&A expenses as a percentage of net revenue increased due to the impact of acquisitions and lower net revenue. Segment operating income increased 21.6 percent and segment operating margin as a percentage of net revenue increased 280 basis points compared to the first nine months of 2022.

Engineering Adhesives

	Three Months Ended									Nine Months Ended
	September 2,			August 27,			2023 vs			September 2,			August 27,			2023 vs
($ in millions)	2023			2022			2022			2023			2022			2022
Net revenue	$	365.8		$	378.2			(3.3	)%	$	1,063.0		$	1,137.6			(6.6	)%
Segment operating income	$	52.9		$	39.8			32.9	%	$	129.8		$	115.3			12.6	%
Segment operating margin		14.5	%		10.5	%					12.2	%		10.1	%

The following tables provide details of the Engineering Adhesives net revenue variances:

	Three Months Ended			Nine Months Ended
	September 2, 2023 vs. August 27, 2022			September 2, 2023 vs. August 27, 2022
Organic growth		(3.3	)%		(5.3	)%
M&A		1.4	%		1.5	%
Currency		(1.4	)%		(2.8	)%
Total		(3.3	)%		(6.6	)%

Net revenue decreased 3.3 percent in the third quarter of 2023 compared to the third quarter of 2022. The decrease in organic growth was attributable to a decrease in sales volume and product pricing. The 1.4 percent increase in net revenue from M&A was due to the acquisitions of ZKLT in the third quarter of 2022 and Aspen in the first quarter of 2023. The negative currency effect was due to a weaker Chinese renminbi and Turkish lira offset by a stronger Euro compared to the U.S. dollar. Gross margin as a percentage of net revenue increased due to lower raw material costs partially offset by the impact of lower sales volume. SG&A expenses as a percentage of net revenue decreased due to lower compensation costs. Segment operating income increased 32.9 percent and segment operating margin increased 400 basis points compared to the third quarter of 2022.

Net revenue decreased 6.6 percent in the first nine months of 2023 compared to the first nine months of 2022. The decrease in organic growth was attributable to a decrease in sales volume, partially offset by an increase in product pricing. The 1.5 percent increase in net revenue from M&A was due to the acquisitions of ZKLT in the third quarter of 2022 and Aspen in the first quarter of 2023. The negative currency effect was due to a weaker Chinese renminbi and Turkish lira offset by a stronger Mexican peso compared to the U.S. dollar. Gross margin as a percentage of net revenue increased due to lower raw material costs and higher product pricing partially offset by the impact of lower sales volume. SG&A expenses as a percentage of net revenue increased due to lower net revenue. Segment operating income increased 12.6 percent and segment operating margin increased 210 basis points compared to the first nine months of 2022.

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Construction Adhesives

	Three Months Ended									Nine Months Ended
	September 2,			August 27,			2023 vs			September 2,			August 27,			2023 vs
($ in millions)	2023			2022			2022			2023			2022			2022
Net revenue	$	132.4		$	138.0			(4.1	)%	$	354.7		$	401.0			(11.6	)%
Segment operating income (loss)	$	5.9		$	6.4			(7.8	)%	$	2.2		$	22.0			(90.0	)%
Segment operating margin		4.5	%		4.6	%					0.6	%		5.5	%

The following tables provide details of the Construction Adhesives net revenue variances:

	Three Months Ended			Nine Months Ended
	September 2, 2023 vs. August 27, 2022			September 2, 2023 vs. August 27, 2022
Organic growth		(9.4	)%		(16.0	)%
M&A		5.4	%		5.1	%
Currency		(0.1	)%		(0.7	)%
Total		(4.1	)%		(11.6	)%

Net revenue decreased 4.1 percent in the third quarter of 2023 compared to the third quarter of 2022. The decrease in organic growth was attributable to a decrease in sales volume, partially offset by an increase in product pricing. The 5.4 percent increase in net revenue from M&A was due to the acquisition of GSSI in the fourth quarter of 2022 and XChem in the third quarter of 2023. Gross margin as a percentage of net revenue increased primarily due to lower raw material costs partially offset by lower sales volume. SG&A expenses as a percentage of net revenue increased due to the impact of acquisitions and lower net revenue. Segment operating income decreased 7.8 percent and segment operating margin decreased 10 basis points compared to the third quarter of 2022.

Net revenue decreased 11.6 percent in the first nine months of 2023 compared to the first nine months of 2022. The decrease in organic growth was attributable to a decrease in sales volume, partially offset by an increase in product pricing. The 5.1 percent increase in net revenue from M&A was due to the acquisitions of GSSI in the fourth quarter of 2022 and XChem in the third quarter of 2023. The negative currency effect was due to a weaker Australian dollar compared to the U.S. dollar. Gross margin as a percentage of net revenue decreased primarily due to the impact of lower sales volume partially offset by higher product pricing and lower raw material costs. SG&A expenses as a percentage of net revenue increased due to the impact of acquisitions and lower net revenue. Segment operating income decreased 90.0 percent and segment operating margin decreased 490 basis points compared to the first nine months of 2022.

Corporate Unallocated

	Three Months Ended									Nine Months Ended
	September 2,			August 27,			2023 vs			September 2,			August 27,			2023 vs
($ in millions)	2023			2022			2022			2023			2022			2022
Net revenue	$	-		$	-			0.0	%	$	-		$	-			0.0	%
Segment operating loss	$	(20.2	)	$	(5.7	)		254.4	%	$	(39.8	)	$	(27.7	)		43.7	%
Segment operating margin	NMP			NMP						NMP			NMP

NMP = Non-meaningful percentage

Corporate Unallocated includes acquisition and integration-related charges, restructuring-related charges, and costs related to the implementation of Project ONE.

Segment operating loss in the third quarter of 2023 increased 254.4 percent compared to the third quarter of 2022 and increased 43.7 percent compared to the first nine months of 2022 due to higher restructuring and acquisition project costs.

Financial Condition, Liquidity and Capital Resources

Total cash and cash equivalents as of September 2, 2023 were $94.9 million compared to $79.9 million as of December 3, 2022 and $60.7 million as of August 27, 2022. The majority of the $94.9 million in cash and cash equivalents as of September 2, 2023 was held outside the United States. Total long and short-term debt was $1,885.0 million as of September 2, 2023, $1,765.1 million as of December 3, 2022 and $1,918.2 million as of August 27, 2022. The total debt to total capital ratio as measured by total debt divided by total debt plus total stockholders’ equity was 52.2 percent as of September 2, 2023 as compared to 52.3 percent as of December 3, 2022 and 54.9 percent as of August 27, 2022.

We believe that cash flows from operating activities will be adequate to meet our ongoing liquidity and capital expenditure needs. In addition, we believe we have the ability to obtain both short-term and long-term debt to meet our financing needs for the foreseeable future. Cash available in the United States has historically been sufficient and we expect it will continue to be sufficient to fund U.S. operations, U.S. capital spending and U.S. pension and other postretirement benefit contributions in addition to funding U.S. acquisitions, dividend payments, debt service and share repurchases as needed. For those international earnings considered to be reinvested indefinitely, we currently have no intention to, and plans do not indicate a need to, repatriate these funds for U.S. operations.

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Our credit agreements include restrictive covenants beginning for the quarter ending June 3, 2023 that, if not met, could lead to a renegotiation of our credit lines and a significant increase in our cost of financing. Those covenants are as follows:

Covenant	Debt Instrument	Measurement	Result as of September 2, 2023
Secured Total Indebtedness / TTM^1^ EBITDA	Revolving Facility and Term Loan A Facility	Not greater than 4.75^2^	2.3
TTM^1^ EBITDA / Consolidated Interest Expense	Revolving Facility and Term Loan A Facility	Not less than 2.0	4.5
^1^ TTM = Trailing 12 months
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^2^ The Maximum Secured Leverage Ratio prior to June 1, 2024, shall be 4.75 to 1.00 and will step down to 4.50 to 1.0 with respect to quarters ending after June 1, 2024
EBITDA for covenant purposes is defined as consolidated net income, plus (i) interest expense, (ii) expense for taxes paid or accrued, (iii) depreciation and amortization, (iv) certain non-cash impairment losses, (v) extraordinary non-cash losses incurred other than in the ordinary course of business, (vi) nonrecurring extraordinary non-cash restructuring charges and the non-cash impact of purchase accounting, (vii) any non-cash charge for the excess of rent expense over actual cash rent paid due to the use of straight-line rent, non-cash charge pursuant to any management equity plan, stock option plan or any other management or employee benefit, (viii) any non-cash finance charges in respect of any pension liabilities or other provisions and income (loss) attributable to deferred compensation plans, (ix) any non-recurring or unusual cash restructuring charges and operating improvements, (x) cost savings initiative and cost synergies related to acquisitions within 12 months, (xi) non-capitalized charges relating to the Company’s SAP implementation, (xii) fees, costs, expenses and charges incurred in connection with the financing, (xiii) fees, costs, expenses, make-whole or penalty payments and other similar items arising out of acquisitions, investments and dispositions, the incurrence, issuance, repayment or refinancing of indebtedness and any issuance of equity interests; minus, non-recurring or unusual non-cash gains incurred not in the ordinary course of business. Provided that the aggregate amounts that may be added back for any period pursuant to clauses (ix), (x) and (xi) shall not exceed 15% of EBITDA for such period (calculated prior to giving effect to all addbacks and adjustments). For Secured Total Indebtedness / TTM EBITDA ratio, TTM EBITDA is adjusted for the pro forma results from Material Acquisitions and Material Divestitures, both as defined in the Second Amended and Restated Credit Agreement, as if the acquisition or divestiture occurred at the beginning of the calculation period. The full definition is set forth in the Second Amended and Restated Credit Agreement, the Company filed as an exhibit to its 8-K filing dated February 21, 2023.
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Consolidated Interest Expense for covenant purposes is defined as the interest expense (including without limitation to the portion of capital lease obligations that constitutes imputed interest in accordance with GAAP) of the Company and its subsidiaries calculated on a consolidated basis for such period with respect to all outstanding indebtedness allocable to such period in accordance with GAAP, including net costs (or benefits) under Interest Rate Swap Agreements and commissions, discounts and other fees and charges with respect to letters of credit and the interest component of all Attributable Receivables Indebtedness.
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We believe we have the ability to meet all of our contractual obligations and commitments in fiscal 2023.

Selected Metrics of Liquidity

Key metrics we monitor are net working capital as a percent of annualized net revenue, trade receivable days sales outstanding (“DSO”), inventory days on hand, free cash flow after dividends and debt capitalization ratio.

	September 2,			August 27,
	2023			2022
Net working capital as a percentage of annualized net revenue^1^		18.1	%		18.8	%
Accounts receivable DSO (in days)^2^		58			63
Inventory days on hand (in days)^3^		70			75
Free (negative) cash flow after dividends^4^	$	74.7		$	(78.8	)
Total debt to total capital ratio^5^		52.2	%		54.9	%

^1^^^Current quarter net working capital (trade receivables, net of allowance for doubtful accounts plus inventory minus trade payables) divided by annualized net revenue (current quarter multiplied by four).

^2^Trade receivables net of the allowance for doubtful accounts at the balance sheet date multiplied by 91 (13 weeks) and divided by the net revenue for the quarter.

^3^Total inventory multiplied by 91 and divided by cost of sales (excluding delivery costs) for the quarter.

^4^ Year-to-date net cash provided by operating activities, less purchased property, plant and equipment and dividends paid. See reconciliation of net cash provided by operating activities to free cash flow after dividends below.

^5^ Total debt divided by (total debt plus total stockholders’ equity).

Free cash flow after dividends, a non-GAAP financial measure, is defined as net cash provided by operations less purchased property, plant and equipment and dividends paid. Free cash flow after dividends is an integral financial measure used by the Company to assess its ability to generate cash in excess of its operating needs, therefore, the Company believes this financial measure provides useful information to investors. The following table reflects the manner in which free cash flow after dividends is determined and provides a reconciliation of free cash flow after dividends to net cash provided by operating activities, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP.

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Reconciliation of "Net cash provided by operating activities" to free (negative) cash flow after dividends

	Nine Months Ended
($ in millions)	September 2, 2023		August 27, 2022
Net cash provided by operating activities	$	216.7	$	48.7
Less: Purchased property, plant and equipment		109.5		98.4
Less: Dividends paid		32.3		29.1
Free (negative) cash flow after dividends	$	74.7	$	(78.8	)

Summary of Cash Flows

Cash Flows from Operating Activities:

	Nine Months Ended
	September 2,		August 27,
($ in millions)	2023		2022
Net cash provided by (used in) operating activities	$	216.7	$	48.7

Net income including non-controlling interest was $100.0 million in the first nine months of 2023 compared to $132.1 million in the first nine months of 2022. Depreciation and amortization expense totaled $119.2 million in the first nine months of 2023 compared to $109.4 million in the first nine months of 2022. Deferred income taxes was a use of cash of $30.1 million in 2023 compared to $5.0 million in the first nine months of 2022. Accrued compensation was a use of cash of $33.8 million in 2023 compared to $17.3 million last year. Other assets was a use of cash of $30.9 million in the first nine months of 2023 compared to $40.3 million in the first nine months of 2022. Other liabilities was a source of cash of $12.4 million in the first nine months of 2023 compared to a use of cash of $35.9 million in the first nine months of 2022.

Changes in net working capital (trade receivables, inventory and trade payables) accounted for a source of cash of $43.3 million compared to a use of cash of $146.6 million last year. The table below provides the cash flow impact due to changes in the components of net working capital:

	Nine Months Ended
	September 2,			August 27,
($ in millions)	2023			2022
Trade receivables, net	$	79.5		$	(51.6	)
Inventory		38.2			(112.4	)
Trade payables		(74.4	)		17.4
Total cash flow impact	$	43.3		$	(146.6	)
●	Trade receivables, net – Trade receivables, net was a source of cash of $79.5 million and a use of cash of $51.6 million in the first nine months of 2023 and 2022, respectively. The source of cash in 2023 compared to the use of cash in 2022 was due to more cash collected on trade receivables in the current year compared to the prior year. The DSO were 58 days at September 2, 2023 and 63 days at August 27, 2022.
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●	Inventory – Inventory was a source of cash of $38.2 million and use of cash of $112.4 million in the first nine months of 2023 and 2022, respectively. The source of cash in 2023 compared to the use of cash in 2022 is due to lower inventory purchases at lower prices in 2023 compared to 2022. Inventory days on hand were 70 days as of September 2, 2023 and 75 days as of August 27, 2022.
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●	Trade payables – Trade payables was a use of cash of $74.4 million and a source of cash of $17.4 million in the first nine months of 2023 and 2022, respectively. The use of cash in 2023 compared to the source of cash in 2022 reflects higher payments on trade payables in the current year compared to the prior year.
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Cash Flows from Investing Activities:

	Nine Months Ended
	September 2,			August 27,
($ in millions)	2023			2022
Net cash used in investing activities	$	(299.5	)	$	(336.0	)

Purchases of property, plant and equipment were $109.5 million during the first nine months of 2023 compared to $98.4 million for the same period of 2022. This difference reflects the timing of capital projects and expenditures related to growth initiatives.

During the first nine months of 2023 and 2022, we paid cash, net of cash acquired of $194.2 million and $242.9 million, respectively.

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Cash Flows from Financing Activities:

	Nine Months Ended
	September 2,		August 27,
($ in millions)	2023		2022
Net cash provided by financing activities	$	96.3	$	301.7

In the first nine months of 2023, we refinanced our debt and as a result of that and borrowings we have proceeds from the issuance of long-term debt of $1,333.0 million and repayment of long-term debt of $1,184.9 million. These borrowings are to finance acquisitions and for general working capital purposes. Borrowings on our long-term debt were $335.0 and payments on our revolving credit facility were $15.0 million in the first nine months of 2022. Payment of debt issue costs were $10.2 million and $0.6 million in the first nine months of 2023 and 2022, respectively. Net payments of notes payable were $18.0 million in the first nine months of 2023 and net proceeds of notes payable were $6.7 million in the same period of 2022. Cash dividends paid were $32.3 million in the first nine months of 2023 compared to $29.1 million in the same period of 2022. Repurchases of common stock were $2.6 million in the first nine months of 2023 compared to $3.9 million in the same period of 2022.

Forward-Looking Statements and Risk Factors

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of words like "plan," "expect," "aim," "believe," "project," "anticipate," "intend," "estimate," "will," "should," "could" (including the negative or variations thereof) and other expressions that indicate future events and trends. These plans and expectations are based upon certain underlying assumptions, including those mentioned with the specific statements. Such assumptions are in turn based upon internal estimates and analyses of current market conditions and trends, our plans and strategies, economic conditions and other factors. These plans and expectations and the assumptions underlying them are necessarily subject to risks and uncertainties inherent in projecting future conditions and results. Actual results could differ materially from expectations expressed in the forward-looking statements if one or more of the underlying assumptions and expectations proves to be inaccurate or is unrealized. In addition to the factors described in this report, Item 1A. Risk Factors identifies some of the important factors that could cause our actual results to differ materially from those in any such forward-looking statements. In order to comply with the terms of the safe harbor, we have identified these important factors which could affect our financial performance and could cause our actual results for future periods to differ materially from the anticipated results or other expectations expressed in the forward-looking statements. These factors should be considered, together with any similar risk factors or other cautionary language that may be made elsewhere in this Quarterly Report on Form 10-Q.

The list of important factors in Item 1A. Risk Factors does not necessarily present the risk factors in order of importance. This disclosure, including that under Forward-Looking Statements and Risk Factors, and other forward-looking statements and related disclosures made by us in this report and elsewhere from time to time, represents our best judgment as of the date the information is given. We do not undertake responsibility for updating any of such information, whether as a result of new information, future events, or otherwise, except as required by law. Investors are advised, however, to consult any further public company disclosures (such as in filings with the SEC or in our press releases) on related subjects.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to various market risks, including changes in interest rates, foreign currency rates and prices of raw materials. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates. See Part II, Item 7A in our Annual Report on Form 10-K for the year ended December 3, 2022 for further discussion of these market risks. There have been no material changes in the reported market risk of the Company since December 3, 2022.

Item 4. Controls and Procedures

Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of our president and chief executive officer and executive vice president, chief financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act)) as of September 2, 2023. Based on this evaluation, our president and chief executive officer and executive vice president, chief financial officer concluded that, as of September 2, 2023, our disclosure controls and procedures were effective.

For purposes of Rule 13a-15(e), the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its president and chief executive officer and executive vice president, chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Environmental Matters

To the extent we can reasonably estimate the amount of our probable liabilities for environmental matters, we establish a financial provision.

While uncertainties exist with respect to the amounts and timing of the ultimate environmental liabilities, based on currently available information, we have concluded that these matters, individually or in the aggregate, will not have a material adverse effect on our results of operations, financial condition or cash flow.

Other Legal Proceedings

From time to time and in the ordinary course of business, we are a party to, or a target of, lawsuits, claims, investigations and proceedings, including product liability, personal injury, contract, patent and intellectual property, environmental, health and safety, tax and employment matters. While we are unable to predict the outcome of these matters, we have concluded, based upon currently available information, that the ultimate resolution of any pending matter, individually or in the aggregate, including asbestos-related litigation, will not have a material adverse effect on our results of operations, financial condition or cash flow. However, adverse developments and/or periodic settlements could negatively impact the results of operations or cash flows in one or more future periods.

For additional information regarding environmental matters and other legal proceedings, see Note 13 to our Consolidated Financial Statements.

Item 1A. Risk Factors

This Form 10-Q contains forward-looking statements concerning our future programs, products, expenses, revenue, liquidity and cash needs as well as our plans and strategies. These forward-looking statements are based on current expectations and we assume no obligation to update this information. Numerous factors could cause actual results to differ significantly from the results described in these forward-looking statements, including the risk factors identified under Part I, Item 1A. Risk Factors contained in our Annual Report on Form 10-K for the fiscal year ended December 3, 2022. There have been no material changes in the risk factors disclosed by us under Part I, Item 1A. Risk Factors contained in the Annual Report on Form 10-K for the fiscal year ended December 3, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Information on our purchases of equity securities during the third quarter ended September 2, 2023 is as follows:

					(d)
					Maximum
					Approximate Dollar
	(a)				Value of Shares that
	Total		(b)		may yet be
	Number of		Average		Purchased Under the
	Shares		Price Paid		Plan or Program
Period	Purchased^1^		per Share		(millions)
June 4, 2023 - July 8, 2023		77	$	71.51	$	300,000
July 9, 2023 - August 5, 2023		48	$	73.88	$	300,000
August 6, 2023 - September 2, 2023		-	$	-	$	300,000

^1^ The total number of shares purchased are shares withheld to satisfy the employees’ withholding taxes upon vesting of restricted stock.

Repurchases of common stock are made to support our stock-based employee compensation plans and for other corporate purposes. Upon vesting of restricted stock awarded to employees, shares are withheld to cover the employees’ minimum withholding taxes.

On April 7, 2022, the Board of Directors authorized a new share repurchase program of up to $300.0 million of our outstanding common shares for a period of up to five years. Under the program, we are authorized to repurchase shares for cash on the open market, from time to time, in privately negotiated transactions or block transactions, or through an accelerated repurchase agreement. The timing of such repurchases is dependent on price, market conditions and applicable regulatory requirements. Upon repurchase of the shares, we reduce our common stock for the par value of the shares with the excess being applied against additional paid-in capital. This authorization replaces the April 6, 2017 authorization to repurchase shares.

Item 5. Other Information

Rule 10b5-1 Plan Adoptions and Modifications

None.

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Item 6. Exhibits

10.1	Amendment No. 1, dated as of August 16, 2023, to the Second Amended and Restated Credit Agreement, dated February 15, 2023, among H.B. Fuller Company and JPMorgan Chase Bank, N.A., as administrative agent and the various other parties named thereto.
31.1	Form of 302 Certification – Celeste B. Mastin
31.2	Form of 302 Certification – John J. Corkrean
32.1	Form of 906 Certification – Celeste B. Mastin
32.2	Form of 906 Certification – John J. Corkrean
101	The following materials from the H.B. Fuller Company Quarterly Report on Form 10-Q for the quarter ended September 2, 2023 formatted in Inline Extensible Business Reporting Language (Inline XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Total Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	H.B. Fuller Company
Dated: September 28, 2023		/s/ John J. Corkrean
		John J. Corkrean
		Executive Vice President,
		Chief Financial Officer

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Exhibit Index

Exhibits

10.1	Amendment No. 1, dated as of August 16, 2023, to the Second Amended and Restated Credit Agreement, dated February 15, 2023, among H.B. Fuller Company and JPMorgan Chase Bank, N.A., as administrative agent and the various other parties named thereto.
31.1	Form of 302 Certification – Celeste B. Mastin
31.2	Form of 302 Certification – John J. Corkrean
32.1	Form of 906 Certification – Celeste B. Mastin
32.2	Form of 906 Certification – John J. Corkrean
101	The following materials from the H.B. Fuller Company Quarterly Report on Form 10-Q for the quarter ended September 2, 2023 formatted in Inline Extensible Business Reporting Language (Inline XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Total Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

ex_571016.htm

Exhibit 10.1

This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 16, 2023 (this “Amendment”), is made and entered into by and among H.B. FULLER COMPANY, a Minnesota corporation (the “Borrower”), the Subsidiary Guarantors listed on the signature pages hereto, the Revolving Lenders listed on the signature pages hereto, the Issuing Banks listed on the signature pages hereto, the Swingline Lender listed on the signature pages hereto, JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), the Consenting Lenders (as defined below) and JPMORGAN CHASE BANK, N.A., as replacement Lender (in such capacity, the “Replacement Lender”).

RECITALS

WHEREAS, reference is made to the Second Amended and Restated Credit Agreement, dated as of February 15, 2023 (as the same may be amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”), by and among the Borrower, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent;

WHEREAS, pursuant to Section 9.02(b) of the Existing Credit Agreement, the Borrower has requested that the Lenders party hereto agree to the amendments contained in Section 2 (collectively, the “Repricing Amendments”), in each case as provided for herein;

WHEREAS, subject to the conditions contained herein, each Term B Lender under the Credit Agreement immediately prior to the Amendment No. 1 Effective Date (as defined below) (collectively, the “Existing Lenders”) that executes and delivers a signature page to this Amendment and selects Option A thereon (collectively, the “Continuing Lenders”) hereby agrees to the terms of this Amendment and the amendments contemplated hereby;

WHEREAS, subject to the conditions contained herein, each Existing Lender that executes and delivers a signature page to this Amendment and selects Option B thereon (collectively, the “Non-Continuing Lenders” and, together with the Continuing Lenders, the “Consenting Lenders”) hereby agrees to the terms of this Amendment and the amendments contemplated hereby and agrees that it shall execute or be deemed to have executed a counterpart of the Master Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A (the “Master Assignment”) and shall in accordance therewith sell and assign all of its interests, rights and obligations under the Existing Credit Agreement and related Loan Documents in respect of its existing Term B Loans to the Replacement Lender, which Replacement Lender shall assume such interest, rights and obligations as specified in the Master Assignment, as further set forth in this Amendment;

WHEREAS, each Existing Lender that fails to execute and deliver a signature page to this Amendment by 12:00 noon (New York City time), on August 10, 2023 (or such later time and dates as the Administrative Agent may agree in its sole discretion) (each, a “Non-Consenting Lender”) shall execute a counterpart of the Master Assignment (or any other Assignment and Assumption) or be deemed to have executed and delivered the Master Assignment or such other Assignment and Assumption and shall, in accordance with Section 9.02(e) of the Existing Credit Agreement, sell and assign (or be deemed to sell and assign) all of its interests, rights and obligations under the Existing Credit Agreement and related Loan Documents in respect of its existing Term B Loans to the Replacement Lender, which Replacement Lender shall assume such interest, rights and obligations as specified in the Master Assignment (or any other Assignment and Assumption), as further set forth in this Amendment;

WHEREAS, the Replacement Lender agrees to purchase, immediately prior to the Amendment No. 1 Effective Date, all Term B Loans of the Non-Continuing Lenders and Non-Consenting Lenders;

WHEREAS, each of JPMorgan Chase Bank, N.A., Citibank, N.A., U.S. Bank National Association, MUFG Bank, Ltd. and Morgan Stanley Senior Funding, Inc. will act as joint lead arrangers in respect of this Amendment;

WHEREAS, pursuant to Section 9.02(e)(i) of the Existing Credit Agreement, the Borrower, the Administrative Agent, each Issuing Bank and the Swingline Lender party hereto agree that the Replacement Lender is satisfactory to replace each Non-Consenting Lender as a Lender under the Credit Agreement;

WHEREAS, pursuant to Section 9.02(b) of the Existing Credit Agreement, the Administrative Agent, the Consenting Lenders, the Replacement Lender and the Borrower hereby agree to amend certain provisions of the Existing Credit Agreement to effectuate the foregoing;

WHEREAS, the Consenting Lenders and the Revolving Lenders party hereto constitute the Required Lenders, and

WHEREAS, the Existing Credit Agreement, as amended by this Amendment shall hereinafter be referred to as the “Credit Agreement”.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.Defined Terms. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

SECTION 2.Amendments to Credit Agreement. Pursuant to Section 9.02(b) of the Existing Credit Agreement, the Existing Credit Agreement is hereby amended as follows:

(a)Amendments to Section 1.01: Defined Terms.

(i) Each of the following defined terms is hereby added to Section 1.01 of the Existing Credit Agreement in the proper alphabetical order:

“Amendment No. 1” shall mean Amendment No. 1, dated as of August 16, 2023, among the Borrower, the Subsidiary Guarantors listed on the signature pages thereto, the Administrative Agent, the Consenting Lenders (as defined therein), the Replacement Lender (as defined therein) and the other parties thereto.

“Amendment No. 1 Effective Date” shall mean August 16, 2023.

(ii) Clause (ii) of the defined term “Applicable Rate” is hereby amended and restated in its entirety to read as follows:

(ii) (a) for any day prior to the Amendment No. 1 Effective Date, with respect to the Term B Facility, 2.50% per annum in the case of Term Benchmark Loans and 1.50% per annum in the case of ABR Loans and (b) for any day on or after the Amendment No. 1 Effective Date, with respect to the Term B Facility, 2.25% per annum in the case of Term Benchmark Loans and 1.25% per annum in the case of ABR Loans.

(b)Amendments to Section 2.11(b): Prepayment of Loans; Prepayment Premium. Section 2.11(b) of the Existing Credit Agreement is hereby amended by replacing the words “6 months after the Effective Date” contained in the lead-in clause thereof with the words “6 months after the Amendment No. 1 Effective Date”.

(c) On and after the Amendment No. 1 Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof, “herein” or words of like import referring to the Existing Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Existing Credit Agreement shall mean and be a reference to the Existing Credit Agreement as amended by this Amendment.

(d) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

SECTION 3.Conditions Precedent. This Amendment is, and the Repricing Amendments are, subject to the satisfaction or waiver in accordance with Section 9.02 of the Credit Agreement of the following conditions precedent (upon satisfaction or waiver of such conditions, such date being referred to herein as the “Amendment No. 1 Effective Date”):

(a) JPMorgan Chase Bank, N.A., (in its capacity as sole lead arranger and sole bookrunner in respect of this Amendment, the “Amendment Arranger”) and the Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Administrative Agent and/or the Amendment Arranger (or any of its affiliates) and the Borrower to be due and payable on or prior to the Amendment No. 1 Effective Date in the amounts and at the times so specified, including the payment of arrangement fees and reimbursement or payment of all reasonable and documented out-of-pocket expenses (including, but not limited to, reasonable and documented out-of-pocket expenses of due diligence investigation, syndication expenses (including Clearpar and other syndication, lend-amend and clearing sites and services) and the reasonable and documented fees, disbursements and other charges of one firm of primary outside legal counsel for the Amendment Arranger, which shall be Davis Polk & Wardwell LLP) required to be reimbursed or paid by any Loan Party under any Loan Document in accordance with Section 9.03 of the Credit Agreement (in the case of out-of-pocket expenses, solely to the extent invoiced to the Borrower at least two (2) Business Days prior to the Amendment No. 1 Effective Date (or such later date as the Borrower shall permit in its reasonable discretion)).

(b) [Reserved].

(c) Each of the representations and warranties contained in Section 4 of this Amendment and Article III of the Credit Agreement are true and correct in all material respects on and as of the Amendment No. 1 Effective Date with the same effect as if made on and as of such date, both immediately before and after giving effect to this Amendment on the Amendment No. 1 Effective Date (other than any such representations or warranties that are made as of a specific date, which shall be true and correct in all material respects as of such date) (without duplication of any materiality qualifiers with respect to any such representation or warranty already qualified by materiality or Material Adverse Effect).

(d) The Administrative Agent shall have received a counterpart signature page of this Amendment, executed and delivered by each of (i) the Borrower, (ii) each Subsidiary Guarantor, (iii) the Administrative Agent, (iv) the Consenting Lenders (which Consenting Lenders shall constitute Required Lenders immediately prior to giving effect to this Amendment), (v) the Replacement Lender and (vi) the Revolving Lenders, the Issuing Banks and the Swingline Lender party hereto.

(e) The Administrative Agent shall have received a certificate dated as of the Amendment No. 1 Effective Date and executed by a Secretary or Assistant Secretary of each Loan Party certifying (A) that (i) the certificate of incorporation and bylaws or other equivalent organizational documents of such Loan Party have not been repealed, revoked, rescinded or amended in any respect since the Effective Date or (ii) attached thereto is a true and complete copy of the certificate of incorporation and bylaws or other equivalent organizational documents of such Loan Party and that such documents have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (B) that attached thereto is a true and complete copy of resolutions or other evidence of authority authorizing this Amendment and the transactions contemplated hereby and that such resolutions or other evidence of authority have not been modified, rescinded or amended and are in full force and effect without amendment, modification or rescission and (C) the names and true signatures of the officers of such Loan Party authorized to sign this Amendment.

(f) The Administrative Agent shall have received a short-form good standing certificate or the equivalent, if any, in the jurisdiction of organization of each Loan Party, each dated as of a recent date.

(g) No Default or Event of Default shall have occurred and be continuing on the Amendment No. 1 Effective Date, both immediately before and after giving effect to the amendments contemplated herein.

(h) The Administrative Agent shall have received a certificate, dated as of the Amendment No. 1 Effective Date and signed on behalf of the Borrower, certifying on behalf of the Borrower that the conditions precedent set forth in paragraphs (c) and (g) of this Section 3 have been satisfied or waived on such date.

(i) (i) The Replacement Lender shall have executed and delivered the Master Assignment contemplated by Section 7 below and all conditions to the consummation of the assignments in accordance with Section 7 below shall have been satisfied and such assignments shall have been consummated and (ii) any fees, costs and any other expenses in connection with such assignment arising under Section 9.04 of the Existing Credit Agreement shall have been paid in full or, in the case of processing and recordation fees payable in connection with an assignment, waived by the Administrative Agent (it being understood that the Administrative Agent has waived the right to receive any processing and recordation fee as provided in Section 9.04 of the Existing Credit Agreement in connection with this Amendment and the assignments contemplated hereby).

SECTION 4.Representations and Warranties. To induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower represents and warrants to the Administrative Agent, the Consenting Lenders, the Replacement Lender and the other Lenders party hereto, as of the Amendment No. 1 Effective Date that, both before and after giving effect to this Amendment, the following statements are true and correct in all material respects:

(a)Corporate Organization and Power. Each of the Borrower and its Subsidiaries (i) is (x) duly organized or incorporated, (y) validly existing and (z) in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization or incorporation and (ii) has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required.

(b)Authorization; Enforceability. This Amendment and the transactions contemplated hereby are within the Borrower’s and each Subsidiary Guarantor’s corporate, limited liability company or other like powers and have been duly authorized by all necessary corporate, limited liability company or other like action and, if required, by all necessary shareholder, member, partner or other like action. This Amendment has been duly executed and delivered by the Borrower and each Subsidiary Guarantor and constitutes the legal, valid and binding obligation of the Borrower and each Subsidiary Guarantor, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(c)No Violation. The execution, delivery and performance by the Borrower and each Subsidiary Guarantor of this Amendment and compliance by it with the terms hereof, do not and will not (i) violate in any material respect any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority binding upon the Borrower or any of its Subsidiaries, (ii) violate or result in a default under any material indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, and (iii) result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, other than Liens securing the Obligations.

(d)Governmental and Third-Party Authorization. No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by the Borrower or any Subsidiary Guarantor of this Amendment, except consents, authorizations and filings that have been (or on or prior to the Amendment No. 1 Effective Date will have been) made or obtained and that are (or on the Amendment No. 1 Effective Date will be) in full force and effect.

(e)Full Disclosure. The Borrower represents and warrants that as of the Amendment No. 1 Effective Date all written information concerning the Borrower and its Subsidiaries included in the lender presentation dated July 2023, any other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any Subsidiary to the Administrative Agent, the Amendment Arranger or any Lender in connection with this Amendment on or before the Amendment No. 1 Effective Date (as modified or supplemented by other information so furnished or filed with the SEC), when taken as a whole and when taken together with the Borrower’s filings with the SEC prior to the date hereof, does not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being understood that such projections may vary from actual results and such variances may be material).

SECTION 5.Effect on the Credit Agreement.

(a) Except as provided hereunder, the execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent Party or Secured Party under any Loan Document.

(b) This Amendment shall be deemed to be a “Loan Document” as defined in the Credit Agreement.

SECTION 6.Reaffirmation of Guarantees and Security Interests. Each Loan Party has (i) (other than the Borrower) guaranteed all or a portion of the Obligations and (ii) created Liens in favor of the Secured Parties on certain Collateral to secure its obligations within the Credit Agreement, under the Collateral Documents to which it is a party. Each Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to this Amendment to be entered into on the date hereof. Each Loan Party hereby (i) confirms that each Loan Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all such applicable “Obligations” under each of the Loan Documents to which it is a party and (ii) confirms that the Lien granted to the Collateral Agent for the benefit of the Secured Parties with respect to such Loan Party’s right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of the applicable Obligations (whether at stated maturity, by acceleration or otherwise) is continuing.

Each Loan Party acknowledges and agrees that (i) each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment and (ii) all guarantees, pledges, grants and other undertakings thereunder shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties.

SECTION 7.Replacement of Lenders.

(a) The parties hereto agree that the Borrower is electing to exercise its rights under Section 9.02(e) of the Existing Credit Agreement in connection with this Amendment to require any Non-Consenting Lender to assign all of its interests, rights and obligations under the Loan Documents, and pursuant to the Master Assignment (or any other Assignment and Assumption), each Non-Consenting Lender shall sell and assign the entire principal amount of its existing Term B Loans as set forth in the Master Assignment (or such other Assignment and Assumption), as such Master Assignment (or such other Assignment and Assumption) is completed by the Administrative Agent on or prior to the Amendment No. 1 Effective Date, to the Replacement Lender, as assignee under such Master Assignment (or such other Assignment and Assumption), solely upon the consent and acceptance by the Replacement Lender, and each Non-Consenting Lender shall be deemed to have executed a counterpart to such Master Assignment (or such other Assignment and Assumption) to give effect to such consent by such Non-Consenting Lender. The Replacement Lender shall be deemed to have consented to this Amendment with respect to such purchased Term B Loans at the time of such assignment.

(b) Each Existing Lender selecting Option B on its signature page hereto hereby consents and agrees to (i) this Amendment and (ii) sell the entire principal amount of its existing Term B Loans by way of an assignment on the Amendment No. 1 Effective Date pursuant to the Master Assignment. By executing and delivering a signature page hereto and selecting Option B thereon, each Non-Continuing Lender shall be deemed to have executed a counterpart to the Master Assignment to give effect, solely upon the consent and acceptance by the Replacement Lender, to the assignment described in the immediately preceding sentence.

(c) The parties hereto agree that the Replacement Lender is satisfactory to replace each Non-Consenting Lender as a Lender under the Credit Agreement.

SECTION 8.Arrangers. For purposes of this Amendment, the Borrower hereby appoints each of JPMorgan Chase Bank, N.A., Citibank, N.A., U.S. Bank National Association, MUFG Bank, Ltd. and Morgan Stanley Senior Funding, Inc. as joint lead arrangers and agrees that Section 9.03 of the Credit Agreement shall apply mutatis mutandis as if such institutions were each “Co-Lead Arrangers” thereunder.

SECTION 9.Miscellaneous.

(a)Amendment, Modification and Waiver. This Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by each of the parties hereto.

(b)Entire Agreement. This Amendment, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.

(c)Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. The parties hereto agree that the provisions of Sections 9.09 and 9.10 of the Credit Agreement shall apply to this Amendment, mutatis mutandis and incorporated by reference herein.

(d)Severability. In the event any one or more of the provisions contained in this Amendment 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.

(e)Counterparts. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent. Delivery of an executed counterpart by facsimile or electronic transmission (including “.pdf”, “.tif” or similar format) shall be as effective as delivery of an original executed counterpart.

(f)Headings. The headings for the several sections and subsections in this Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

BORROWER: H.B. FULLER COMPANY

By: /s/ Heidi A. Weiler

Name: Heidi A. Weiler

Title: Vice President, Corporate Financial Strategy

SUBSIDIARY GUARANTORS: H.B. FULLER CONSTRUCTION PRODUCTS INC.,

By: /s/ Heidi A. Weiler

Name: Heidi A. Weiler

Title: Treasurer

H.B. FULLER INDUSTRIAL INC.

By: /s/ Heidi A. Weiler

Name: Heidi A. Weiler

Title: Treasurer

H.B. FULLER ADHESIVE SYSTEMS LLC

By: /s/ Robert Joseph Martsching

Name: Robert Joseph Martsching

Title: Vice President and Chief Financial Officer

ADCO GLOBAL, INC.

ADCO PRODUCTS, LLC

H.B. FULLER INTERNATIONAL HOLDINGS CORP.

ROYAL ACQUISITION CORP.

ROYAL ADHESIVES AND SEALANTS, LLC

ROYAL HOLDINGS, INC.

SIMPSONVILLE PROPERTIES LLC

SOUTH BEND PROPERTIES LLC,

By: /s/ Robert Joseph Martsching

Name: Robert Joseph Martsching

Title: Chief Financial Officer

SENECA POLYMER CO.

SIMPSONVILLE POLYMER CO.,

By: /s/ Heidi A. Weiler

Name: Heidi A. Weiler

Title: Treasurer

JPMORGAN CHASE BANK, N.A., as the Administrative Agent and the Replacement Lender

By: /s/ Christopher A. Salek

Name: Christopher A. Salek

Title: Executive Director

JPMORGAN CHASE BANK, N.A., as a Revolving Lender, as an Issuing Bank and Swingline Lender

By: /s/ Christopher A. Salek

Name: Christopher A. Salek

Title: Executive Director

CITIBANK, N.A., as a Revolving Lender and as Issuing Bank

By: /s/ David Jaffe

Name: David Jaffe

Title: Vice President

U.S. BANK NATIONAL ASSOCIATION, as a Revolving Lender and as Issuing Bank

By: /s/ Mila Yakovlev

Name: Mila Yakovlev

Title: Senior Vice President

MORGAN STANLEY BANK, N.A., as a Revolving Lender and as Issuing Bank

By: /s/ James Chaon

Name: James Chaon

Title: Authorized Signatory

MUFG BANK, LTD., as Revolving Lender and as Issuing Bank

By: /s/ Jake Cohan

Name: Jake Cohan

Title: Authorized Signatory

Signature page to Amendment No. 1 dated as of the date first above written

JPMorgan Chase Bank, N.A., as a Consenting Lender

By: /s/ Nikki Seegmuller

Name: Nikki Seegmuller

Title: Vice President

Term B Loans held by JPMorgan Chase Bank N.A. as a Consenting Lender: $2,189,904.87

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

OPTION A – CONSENT TO AMENDMENT AND CONTINUATION OF TERM B LOANS (CASHLESS OPTION): ☒ Consent and agree to the Amendment and to continue as a Term B Lender under the Credit Agreement after giving effect to the Amendment.

OPTION B – CONSENT TO AMENDMENT VIA CASH SETTLEMENT (ON A PAYDOWN AND REALLOCATION BASIS): ☐ Consent to the Amendment and agrees to sell all of its existing Term B Loans to the Replacement Lender pursuant to the Master Assignment and Assumption. Each Term B Lender consenting to the Amendment by selecting this Option B hereby agrees that this Signature Page shall also constitute a Signature Page to the Master Assignment and Assumption and hereby authorizes and directs the Administrative Agent to execute and deliver all documentation as may be required to effectuate such assignment on its behalf.

Signature page to Amendment No. 1 dated as of the date first above written

522 Funding CLO 2017-1(A), Ltd., as a Consenting

Lender

By: MS 522 CLO CM LLC as its Collateral Manager

By: /s/ Michael Brotthof

Name: Michael Brotthof

Title: Vice President

Term B Loans held by such Consenting Lender: $324,187.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

AIMCO CLO 10, Ltd., as a Consenting Lender

By: Allstate Investment Management Company, as

Collateral Manager

By: /s/ Kyle Roth

Name: Kyle Roth

Title: Portfolio Manager

By: /s/ Christopher Goergen

Name: Christopher Goergen

Title: Sr. Portfolio Manager

Term B Loans held by such Consenting Lender: $698,250.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

AIMCO CLO, SERIES 2015-A, as a Consenting Lender

By: Allstate Investment Management Company, as Collateral Manager

By: /s/ Kyle Roth

Name: Kyle Roth

Title: Portfolio Manager

By: /s/ Christopher Goergen

Name: Christopher Goergen

Title: Sr. Portfolio Manager

Term B Loans held by such Consenting Lender: $997,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

AIMCO CLO, SERIES 2017-A, as a Consenting Lender

By: Allstate Investment Management Company, as Collateral Manager

By: /s/ Kyle Roth

Name: Kyle Roth

Title: Portfolio Manager

By: /s/ Christopher Goergen

Name: Christopher Goergen

Title: Sr. Portfolio Manager

Term B Loans held by such Consenting Lender: $798,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

AIMCO CLO, SERIES 2018-A, as a Consenting Lender

By: Allstate Investment Management Company, as Collateral Manager

By: /s/ Kyle Roth

Name: Kyle Roth

Title: Portfolio Manager

By: /s/ Christopher Goergen

Name: Christopher Goergen

Title: Sr. Portfolio Manager

Term B Loans held by such Consenting Lender: $997,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

AIMCO CLO, SERIES 2018-B, as a Consenting Lender

By: Allstate Investment Management Company, as Collateral Manager

By: /s/ Kyle Roth

Name: Kyle Roth

Title: Portfolio Manager

By: /s/ Christopher Goergen

Name: Christopher Goergen

Title: Sr. Portfolio Manager

Term B Loans held by such Consenting Lender: $748,125.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

AIMCO CLO 18, Ltd., as a Consenting Lender

By: Allstate Investment Management Company, as Collateral Manager

By: /s/ Kyle Roth

Name: Kyle Roth

Title: Portfolio Manager

By: /s/ Christopher Goergen

Name: Christopher Goergen

Title: Sr. Portfolio Manager

Term B Loans held by such Consenting Lender: $997,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

ALLSTATE INSURANCE COMPANY, as a

Consenting Lender

By: /s/ Kyle Roth

Name: Kyle Roth

Title: Portfolio Manager

By: /s/ Christopher Goergen

Name: Christopher Goergen

Title: Sr. Portfolio Manager

Term B Loans held by such Consenting Lender: $1,795,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

AIMCO CLO 11, Ltd., as a Consenting Lender

By: Allstate Investment Management Company, as, Collateral Manager

By: /s/ Kyle Roth

Name: Kyle Roth

Title: Portfolio Manager

By: /s/ Christopher Goergen

Name: Christopher Goergen

Title: Sr. Portfolio Manager

Term B Loans held by such Consenting Lender: $2,294,250.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

AIMCO CLO 12, Ltd., as a Consenting Lender

By: Allstate Investment Management Company, as, Collateral Manager

By: /s/ Kyle Roth

Name: Kyle Roth

Title: Portfolio Manager

By: /s/ Christopher Goergen

Name: Christopher Goergen

Title: Sr. Portfolio Manager

Term B Loans held by such Consenting Lender: $1,097,250.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

AIMCO CLO 14, Ltd., as a Consenting Lender

By: Allstate Investment Management Company, as, Collateral Manager

By: /s/ Kyle Roth

Name: Kyle Roth

Title: Portfolio Manager

By: /s/ Christopher Goergen

Name: Christopher Goergen

Title: Sr. Portfolio Manager

Term B Loans held by such Consenting Lender: $1,296,750.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

AIMCO CLO 15, Ltd., as a Consenting Lender

By: Allstate Investment Management Company, as, Collateral Manager

By: /s/ Kyle Roth

Name: Kyle Roth

Title: Portfolio Manager

By: /s/ Christopher Goergen

Name: Christopher Goergen

Title: Sr. Portfolio Manager

Term B Loans held by such Consenting Lender: $997,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

AIMCO CLO 16, Ltd., as a Consenting Lender

By: Allstate Investment Management Company, as, Collateral Manager

By: /s/ Kyle Roth

Name: Kyle Roth

Title: Portfolio Manager

By: /s/ Christopher Goergen

Name: Christopher Goergen

Title: Sr. Portfolio Manager

Term B Loans held by such Consenting Lender: $997,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

AIMCO CLO 17, Ltd., as a Consenting Lender

By: Allstate Investment Management Company, as, Collateral Manager

By: /s/ Kyle Roth

Name: Kyle Roth

Title: Portfolio Manager

By: /s/ Christopher Goergen

Name: Christopher Goergen

Title: Sr. Portfolio Manager

Term B Loans held by such Consenting Lender: $748,125.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

AMMC CLO 26, Limited, as a Consenting Lender

By: American Money Management Corp.,

As: Collateral Manager

By: /s/ David Meyer

Name: David Meyer

Title: Senior Vice President

Term B Loans held by such Consenting Lender: $498,750.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

OPTION A – CONSENT TO AMENDMENT AND CONTINUATION OF TERM B LOANS (CASHLESS OPTION): ☐ Consent and agree to the Amendment and to continue as a Term B Lender under the Credit Agreement after giving effect to the Amendment.

OPTION B – CONSENT TO AMENDMENT VIA CASH SETTLEMENT (ON A PAYDOWN AND REALLOCATION BASIS): ☒ Consent to the Amendment and agrees to sell all of its existing Term B Loans to the Replacement Lender pursuant to the Master Assignment and Assumption. Each Term B Lender consenting to the Amendment by selecting this Option B hereby agrees that this Signature Page shall also constitute a Signature Page to the Master Assignment and Assumption and hereby authorizes and directs the Administrative Agent to execute and deliver all documentation as may be required to effectuate such assignment on its behalf.

Signature page to Amendment No. 1 dated as of the date first above written

Pioneer Floating Rate Fund, as a Consenting Lender

By: Amundi Asset Management US, Inc.,

Its investment adviser

By: /s/ Margaret C. Begley

Name: Margaret C. Begley

Title: Secretary and Associate General Counsel

Term B Loans held by such Consenting Lender: $349,125.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

AZB Funding 12 Limited,

as a Consenting Lender

By: /s/ Keith Labbate

Name: Keith Labbate

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $39,000,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Ares Loan Trust 2011, as a Consenting Lender

By: ARES MANAGEMENT LLC, ITS INVESTMENT MANAGER

By: /s/ Joanne HansonBonney

Name: Joanne HansonBonney

Title: Managing Director

Term B Loans held by such Consenting Lender: $3,648,648.20

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Ares Global Credit Fund S.C.A., SICAV-RAIF, as a Consenting Lender

By: Ares Capital Management III, as the Investment Manager

By: /s/ Joanne HansonBonney

Name: Joanne HansonBonney

Title: Managing Director

Term B Loans held by such Consenting Lender: $748,125.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Ares Loan Trust 2016, as a Consenting Lender

By: Ares Management LLC, as Investment Manager

By: /s/ Joanne HansonBonney

Name: Joanne HansonBonney

Title: Managing Director

Term B Loans held by such Consenting Lender: $10,016,803.18

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

ARVEST BANK, as a Consenting Lender

By: /s/ John Suskie

Name: John Suskie

Title: Managing Director

Term B Loans held by such Consenting Lender: $4,987,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bain Capital Credit CLO 2023-1, Limited, as a Consenting Lender

By: Bain Capital Credit U.S. CLO Manger II, LP, as its Portfolio Manager

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $1,396,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bain Capital Credit CLO 2021-3, Limited, as a Consenting Lender

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $141,155.66

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bain Capital Credit CLO 2020-3, Limited, as a Consenting Lender

By: Bain Capital Credit U.S. CLO Manger, LLC

its Portfolio Manager

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $127,040.09

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BAIN CAPITAL CREDIT CLO 2020-4, LIMITED, as a Consenting Lender

By: BAIN CAPITAL CREDIT U.S. CLO

MANAGER, LLC, as its Portfolio Manager

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $141,155.66

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bain Capital Credit CLO 2021-2, Limited, as a Consenting Lender

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $112,924.53

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bain Capital Credit CLO 2017-2, Limited, as a Consenting Lender

By: Bain Capital Credit CLO Advisors, LP, as Portfolio Manager

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $141,155.66

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bain Capital Credit CLO 2019-1, Limited, as a Consenting Lender

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $141,155.66

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bain Capital Credit CLO 2021-5, Ltd, as a Consenting Lender

By: Bain Capital Credit U.S. CLO Manger, LLC

its Portfolio Manager

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $112,924.53

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bain Capital Credit CLO 2021-7, Limited, as a Consenting Lender

By: Bain Capital Credit U.S. CLO Manger, LLC

its Portfolio Manager

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $112,924.53

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bain Capital Credit CLO 2022-3, Ltd., as a Consenting Lender

By: BAIN CAPITAL CREDIT U.S. CLO

MANAGER, LLC, as Portfolio Manager

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $141,155.66

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bain Capital Credit CLO 2020-5, Limited, as a Consenting Lender

By: BAIN CAPITAL CREDIT U.S. CLO

MANAGER, LLC, as Portfolio Manager

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $112,924.53

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bain Capital Credit CLO 2021-6, Limited, as a Consenting Lender

By: BAIN CAPITAL CREDIT U.S. CLO

MANAGER, LLC, as Portfolio Manager

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $127,040.09

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bain Capital Credit CLO 2019-4, Limited, as a Consenting Lender

By: Bain Capital Credit, LP as Portfolio Manager

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $169,386.79

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BAIN CAPITAL CREDIT CLO 2021-1, LIMITED, as a Consenting Lender

By: Bain Capital Credit U.S. CLO Manager, LLC

its Portfolio Manager

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $141,155.66

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bain Capital Credit CLO 2021-4, Limited, as a Consenting Lender

By: Bain Capital Credit CLO Advisors, LP, as Portfolio Manager

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $169,386.79

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bain Capital Credit CLO 2022-4, Limited, as a Consenting Lender

By: BAIN CAPITAL CREDIT U.S. CLO

MANAGER, LLC, as Portfolio Manager

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $141,155.66

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bain Capital Credit CLO 2018-1, Limited, as a Consenting Lender

By: Bain Capital Credit CLO Advisors, LP, as Portfolio Manager

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $166,563.68

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bain Capital Credit CLO 2018-2, Limited, as a Consenting Lender

By: Bain Capital Credit CLO Advisors, LP, as Portfolio Manager

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $166,563.68

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BAIN CAPITAL CREDIT CLO 2019-2, LIMITED, as a Consenting Lender

By: Bain Capital Credit, LP as Portfolio Manager

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $141,155.66

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bain Capital Credit CLO 2019-3, Limited, as a Consenting Lender

By: Bain Capital Credit CLO Advisors, LP, as Collateral Manager

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $141,155.69

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bain Capital Credit CLO 2020-1, Limited, as a Consenting Lender

By: Bain Capital Credit, LP, as Portfolio Manager

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $141,155.66

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bain Capital Credit CLO 2022-1, Limited, as a Consenting Lender

By: Bain Capital Credit, LP as Portfolio Manager

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $155,271.23

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bain Capital Credit CLO 2020-2, Limited, as a Consenting Lender

By: Bain Capital Credit U.S. CLO Manager, LLC

its Portfolio Manager

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $112,924.53

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bain Capital Credit CLO 2022-5, Limited, as a Consenting Lender

By: Bain Capital Credit U.S. CLO Manager, LLC

its Portfolio Manager

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $112,924.53

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Banco de Credito e Inversiones, SA= Miami Branch, as a Consenting Lender

By: /s/ Juan Segundo

Name: Juan Segundo

Title: MSVP

[[For Lenders requiring a second signature block]

By ______________________________

Name:

Title:]

Term B Loans held by such Consenting Lender: $9,975,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BANCO DE SABADELL, S.A., MIAMI BRANCH, as

a Consenting Lender

By: /s/ Enrique Castillo

Name: Enrique Castillo

Title: Head of Corporate Banking

Term B Loans held by such Consenting Lender: $6,982,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bank of Baroda, New York Branch, as a Consenting Lender

By: /s/ Pradeepa Desai

Name: Pradeepa Desai

Title: Assistant General Manager

[[For Lenders requiring a second signature block]

By ______________________________

Name:

Title:]

Term B Loans held by such Consenting Lender: $29,925,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bank of Labor, as a Consenting Lender

By: /s/ Drew Sleypen

Name: Drew Sleypen

Title: Senior Vice President

[[For Lenders requiring a second signature block]

By ______________________________

Name:

Title:]

Term B Loans held by such Consenting Lender: $2,992,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

ARROWOOD INDEMNITY COMPANY, as a Consenting Lender

By: Barings LLC as Investment Adviser

By: /s/ Gregory White

Name: Gregory White

Title: Director

Term B Loans held by such Consenting Lender: $237,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

ARROWOOD INDEMNITY COMPANY AS

ADMINISTRATOR OF THE PENSION PLAN OF

ARROWOOD INDEMNITY COMPANY, as a Consenting Lender

By: Barings LLC as Investment Adviser

By: /s/ Gregory White

Name: Gregory White

Title: Director

Term B Loans held by such Consenting Lender: $237,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BARINGS CLO LTD. 2016-I, as a Consenting Lender

By: Barings LLC as Collateral Manager

By: /s/ Gregory White

Name: Gregory White

Title: Director

Term B Loans held by such Consenting Lender: $475,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BARINGS CLO LTD. 2016-II, as a Consenting Lender

By: Barings LLC as Collateral Manager

By: /s/ Gregory White

Name: Gregory White

Title: Director

Term B Loans held by such Consenting Lender: $950,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

G.A.S. (Cayman) Limited acting solely in its capacity as Trustee of Serengeti (Loan Fund), a series trust of the Multi Strategy Umbrella Fund Cayman, as a Consenting Lender

By: Barings LLC as Investment Manager and Attorney-in-fact

By: /s/ Gregory White

Name: Gregory White

Title: Director

The foregoing is executed on behalf of the Serengeti (Loan Fund), organized under a Supplemental Trust Deed, dated as of September 21, 2017, as amended from time to time. The obligations of such Trust are not personally binding upon, nor shall resort be had to the property of the Trustee. The total liability of the Trustee shall be limited to the amount of the trust property.

Term B Loans held by such Consenting Lender: $950,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BARINGS CLO LTD. 2018-I, as a Consenting Lender

By Barings LLC as Collateral Manager

By: /s/ Gregory White

Name: Gregory White

Title: Director

Term B Loans held by such Consenting Lender: $475,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BARINGS CLO LTD. 2018-II, as a Consenting Lender

By Barings LLC as Collateral Manager

By: /s/ Gregory White

Name: Gregory White

Title: Director

Term B Loans held by such Consenting Lender: $950,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BARINGS CLO LTD. 2018-IV, as a Consenting Lender

By Barings LLC as Collateral Manager

By: /s/ Gregory White

Name: Gregory White

Title: Director

Term B Loans held by such Consenting Lender: $950,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BARINGS CLO LTD. 2019-I, as a Consenting Lender

By Barings LLC as Collateral Manager

By: /s/ Gregory White

Name: Gregory White

Title: Director

Term B Loans held by such Consenting Lender: $475,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BARINGS CLO LTD. 2019-II, as a Consenting Lender

By Barings LLC as Collateral Manager

By: /s/ Gregory White

Name: Gregory White

Title: Director

Term B Loans held by such Consenting Lender: $475,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BARINGS CLO LTD. 2019-III, as a Consenting Lender

By Barings LLC as Collateral Manager

By: /s/ Gregory White

Name: Gregory White

Title: Director

Term B Loans held by such Consenting Lender: $950,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BARINGS CLO LTD. 2019-IV, as a Consenting Lender

By Barings LLC as Collateral Manager

By: /s/ Gregory White

Name: Gregory White

Title: Director

Term B Loans held by such Consenting Lender: $950,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Broad River BSL Funding CLO Ltd. 2020-1, as a Consenting Lender

By: Jocassee Partners LLC, as Collateral Manager

By: /s/ Meredith Lynch

Name: Meredith Lynch

Title: Managing Director

Term B Loans held by such Consenting Lender: $950,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BARINGS CLO LTD. 2020-III, as a Consenting Lender

By Barings LLC as Collateral Manager

By: /s/ Gregory White

Name: Gregory White

Title: Director

Term B Loans held by such Consenting Lender: $950,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BARINGS CLO LTD. 2020-IV, as a Consenting Lender

By Barings LLC as Collateral Manager

By: /s/ Gregory White

Name: Gregory White

Title: Director

Term B Loans held by such Consenting Lender: $475,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BARINGS GLOBAL LOAN SELECT RESPONSIBLE EXCLUSIONS LIMITED, as a Consenting Lender

By: Barings LLC as Investment Manager

By: /s/ Gregory White

Name: Gregory White

Title: Director

Term B Loans held by such Consenting Lender: $950,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BARINGS CLO LTD. 2021-I, as a Consenting Lender

By Barings LLC as Collateral Manager

By: /s/ Gregory White

Name: Gregory White

Title: Director

Term B Loans held by such Consenting Lender: $475,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BARINGS CLO LTD. 2021-II, as a Consenting Lender

By Barings LLC as Collateral Manager

By: /s/ Gregory White

Name: Gregory White

Title: Director

Term B Loans held by such Consenting Lender: $950,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Barings Loan Partners CLO Ltd. 2, as a Consenting Lender

By: Barings LLC, as Collateral Manager

By: /s/ Gregory White

Name: Gregory White

Title: Director

Term B Loans held by such Consenting Lender: $950,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BARINGS CLO LTD. 2021-III, as a Consenting Lender

By Barings LLC as Collateral Manager

By: /s/ Gregory White

Name: Gregory White

Title: Director

Term B Loans held by such Consenting Lender: $475,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

NEBRASKA INVESTMENT COUNCIL, as a Consenting Lender

By: Barings LLC as Investment Manager

By: /s/ Gregory White

Name: Gregory White

Title: Director

Term B Loans held by such Consenting Lender: $475,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BARINGS CLO LTD. 2022-I, as a Consenting Lender

By Barings LLC as Collateral Manager

By: /s/ Gregory White

Name: Gregory White

Title: Director

Term B Loans held by such Consenting Lender: 475,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BARINGS CLO LTD. 2022-II, as a Consenting Lender

By Barings LLC as Collateral Manager

By: /s/ Gregory White

Name: Gregory White

Title: Director

Term B Loans held by such Consenting Lender: $475,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Barings Loan Partners CLO Ltd. 3, as a Consenting Lender

By: Barings LLC, as Collateral Manager

By: /s/ Gregory White

Name: Gregory White

Title: Director

Term B Loans held by such Consenting Lender: $950,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BARINGS CLO LTD. 2022-IV, as a Consenting Lender

By Barings LLC as Collateral Manager

By: /s/ Gregory White

Name: Gregory White

Title: Director

Term B Loans held by such Consenting Lender: $950,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BARINGS CLO LTD. 2023-I, as a Consenting Lender

By Barings LLC as Collateral Manager

By: /s/ Gregory White

Name: Gregory White

Title: Director

Term B Loans held by such Consenting Lender: $1,424,999.99

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Beachwood Park CLO, Ltd., as a Consenting Lender

by GSO/Blackstone Debt Funds Management LLC as Collateral Manager

By: /s/ Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $441,388.36

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BlackRock Floating Rate Loan ETF, as a Consenting Lender

By BlackRock Fund Advisors, its Investment Advisor

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $10,972.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BlackRock Income Fund of BlackRock Funds V, as a Consenting Lender

By: BlackRock Advisors, LLC, its Investment Advisor

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $72,817.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BlackRock Debt Strategies Fund, Inc., as a Consenting Lender

BY: BlackRock Financial Management, Inc., its Sub- Advisor

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $264,337.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BlackRock Floating Rate Income Strategies Fund, Inc., as a Consenting Lender

BY: BlackRock Financial Management, Inc., its Sub- Advisor

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $292,267.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BLACKROCK MANAGED INCOME FUND OF BLACKROCK FUNDS II, as a Consenting Lender

By: BlackRock Advisors LLC, its Investment Advisor

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $20,947.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Blackrock Private Investments Fund, as a Consenting Lender

By: BlackRock Investment Advisors, LLC, its Investment Advisor

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $25,935.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BlackRock Dynamic High Income Portfolio of BlackRock Funds II, as a Consenting Lender

By: BlackRock Advisors, LLC, its Investment Advisor

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $36,907.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BlackRock Global Investment Series: Income Strategies Portfolio, as a Consenting Lender

BY: BlackRock Financial Management, Inc., its Sub-Advisor

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $43,890.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BlackRock Multi-Strategy Credit Master Fund Ltd., as a Consenting Lender

By BlackRock Financial Management Inc. Its Investment

Advisor

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $50,872.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Employers Reassurance Corporation, as a Consenting Lender

By: BlackRock Financial Management, Inc. Its Investment Advisor

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $1,340,640.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

NC GARNET FUND, L.P., as a Consenting Lender

By: NC Garnet Fund (GenPar), LLC,

its general partner

By: BlackRock Financial Management, Inc.

its manager

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $71,820.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Permanens Capital Floating Rate Fund LP, as a Consenting Lender

BY: BlackRock Financial Management Inc., Its Sub- Advisor

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $120,697.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Regimes d’Assurance de l’Industrie de la construction

du Quebec, as a Consenting Lender

By: BlackRock Asset Management Canada Limited as Portfolio Manager and BlackRock Financial

Management Inc. as sub-advisor

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $52,867.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Employers Preferred Insurance Company, as a Consenting Lender

By: BlackRock Financial Management, Inc.

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $125,685.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Employers Compensation Insurance Company, as a Consenting Lender

By: BlackRock Financial Management, Inc. Its Investment Advisor

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $70,822.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

New York State Insurance Fund, as a Consenting Lender

By: BlackRock Financial Management, Inc., its Investment Manager

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $461,842.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

ABR Reinsurance LTD., as a Consenting Lender

By: BlackRock Financial Management, Inc., its Investment Manager

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $71,820.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Employers Insurance Company of Nevada, as a Consenting Lender

By: BlackRock Financial Management, Inc. Its Investment Advisor

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $57,855.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Fonds de Formation des Salaries de L’Industrie de la

Construction du Quebec, as a Consenting Lender

By: BlackRock Asset Management Canada Limited as Portfolio Manager and BlackRock Financial Management Inc.

as sub-advisor

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $3,990.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BlackRock Floating Rate Income Trust, as a Consenting Lender

By: BlackRock Advisors, LLC, its Investment Advisor

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $179,550.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BlackRock Limited Duration Income Trust, as a Consenting Lender

BY: BlackRock Financial Management, Inc., its Sub-Advisor

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $149,625.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BlackRock Credit Allocation Income Trust, as a Consenting Lender

By: BlackRock Advisors, LLC, its Investment Advisor

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $36,907.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BlackRock Credit Strategies Fund, as a Consenting Lender

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $15,960.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BlackRock Funds II, BlackRock Multi-Asset Income Portfolio, as a Consenting Lender

By: BlackRock Advisors, LLC, its Investment Advisor

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $322,192.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Basswood Park CLO, Ltd., as a Consenting Lender

by Blackstone Liquid Credit Strategies, LLC

as Collateral Manager

By: /s/ Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $248,110.18

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bethpage Park CLO, Ltd., as a Consenting Lender

by Blackstone Liquid Credit Strategies, LLC

as Collateral Manager

By: /s/ Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $272,826.02

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

BOYCE PARK CLO, LTD., as a Consenting Lender

By Blackstone CLO Management LLC

as Collateral Manager

By: /s/ Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $411,388.01

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Cayuga Park CLO, Ltd., as a Consenting Lender

by GSO/Blackstone Debt Funds Management LLC as Collateral Manager

By: /s/ Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $220,652.26

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Davis Park CLO, Ltd., as a Consenting Lender

by Blackstone Liquid Credit Strategies, LLC as Collateral

Manager

By: /s/ Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $274,962.70

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Nyack Park CLO, Ltd., as a Consenting Lender

by Blackstone Liquid Credit Strategies, LLC as Collateral

Manager

By: /s/ Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $273,831.41

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Peace Park CLO, Ltd., as a Consenting Lender

by Blackstone Liquid Credit Strategies, LLC

as Collateral Manager

By: /s/ Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $357,358.87

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Rockland Park CLO, Ltd., as a Consenting Lender

by Blackstone Liquid Credit Strategies, LLC as Collateral

Manager

By: /s/ Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $275,913.07

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

UNITY-PEACE PARK CLO, LTD, as a Consenting Lender

by Blackstone Liquid Credit Strategies, LLC as Collateral

Manager

By: /s/ Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $356,152.90

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Wellman Park CLO, Ltd, as a Consenting Lender

by Blackstone Liquid Credit Strategies, LLC

as Collateral Manager

By: /s/ Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $330,097.15

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Point Au Roche Park CLO, Ltd, as a Consenting Lender

by Blackstone Liquid Credit Strategies, LLC

as Collateral Manager

By: /s/ Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $247,709.60

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

WEHLE PARK CLO, LTD., as a Consenting Lender

By Blackstone CLO Management LLC

as Collateral Manager

By: /s/ Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $295,967.05

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

AIA Investment Management Private Limited, as a Consenting Lender

By: BlackRock Financial Management, Inc the

Investment Manager

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $82,792.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Civil Aviation Authority Pension Scheme, as a Consenting Lender

By: BlackRock Financial Management, Inc., as agent

for and on behalf of BlackRock Investment

Management (UK) Limited as Investment Advisor

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $124,687.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Multi-Strategy Credit Fund, as a Consenting Lender

By: BlackRock Financial Management Inc., as Sub-Advisor

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $28,927.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bain Capital Credit CLO 2022-2, Limited, as a

Consenting Lender

By: BAIN CAPITAL CREDIT U.S. CLO

MANAGER, LLC, as Portfolio Manager

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $169,386.79

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Boyd Watterson Asset Mgmt, as a Consenting Lender

By: /s/ Michael J. Krushena

Name: Michael J. Krushena

Title: EVP, Deputy CIO-Fixed Income

Term B Loans held by such Consenting Lender: $2,992,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Buckhorn Park CLO, Ltd., as a Consenting Lender

by GSO/Blackstone Debt Funds Management LLC as Collateral Manager

By: /s/ Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $274,719.80

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

CALAMOS SHORT TERM BOND FUND, as a Consenting Lender

By: /s/ Kathleen McCarthy

Name: Kathleen McCarthy

Title: Corporate Actions, AVP

Term B Loans held by such Consenting Lender: $997,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

CarVal CLO I, Ltd., as a Consenting Lender

by CarVal Investors, LP

its attorney-in-fact

By: /s/ Jeremiah Gerhardson

Name: Jeremiah Gerhardson

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $461,333.29

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

CarVal CLO II, Ltd., as a Consenting Lender

by CarVal Investors, LP

its attorney-in-fact

By: /s/ Jeremiah Gerhardson

Name: Jeremiah Gerhardson

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $177,608.85

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

CarVal CLO III, Ltd., as a Consenting Lender

by CarVal Investors, LP

its attorney-in-fact

By: /s/ Jeremiah Gerhardson

Name: Jeremiah Gerhardson

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $122,488.86

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

CarVal CLO IV, Ltd., as a Consenting Lender

by CarVal CLO Management, LLC

its attorney-in-fact

By: /s/ Jeremiah Gerhardson

Name: Jeremiah Gerhardson

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $455,702.90

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

CarVal CLO V-C, Ltd., as a Consenting Lender

by CarVal CLO Management, LLC

its attorney-in-fact

By: /s/ Jeremiah Gerhardson

Name: Jeremiah Gerhardson

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $955,238.13

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

CarVal CLO VII-C, Ltd., as a Consenting Lender

by CarVal CLO Management, LLC

its attorney-in-fact

By: /s/ Jeremiah Gerhardson

Name: Jeremiah Gerhardson

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $455,626.67

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

CarVal CLO VIII-C, Ltd., as a Consenting Lender

by CarVal CLO Management, LLC

its attorney-in-fact

By: /s/ Jeremiah Gerhardson

Name: Jeremiah Gerhardson

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $364,501.31

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Catamaran CLO 2018-1 Ltd., as a Consenting Lender

By: Trimaran Advisors, L.L.C.

By: /s/ Maureen Peterson

Name: Maureen Peterson

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $498,750.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

CATHAY BANK, as a Consenting Lender

By: /s/ Dean Kawai

Name: Dean Kawai

Title: Senior Vice President

Term B Loans held by such Consenting Lender: $6,982,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Chang Hwa Commercial Bank, Ltd., New York

Branch, as a Consenting Lender

By: /s/ David C.Y. Hsieh

Name: David C.Y. Hsieh

Title: VP & GM

Term B Loans held by such Consenting Lender: $15,960,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Cirrus Funding 2018-1, Ltd., as a Consenting Lender

By: /s/ Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $332,920.59

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Credit Industriel et Commercial, New York Branch as a Consenting Lender

By: /s/ Clifford Abramsky

Name: Clifford Abramsky

Title: Managing Director

By: /s/ Brian Moriarty

Name: Brian Moriarty

Title: Managing Director

Term B Loans held by such Consenting Lender: $17,955,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

MATTERHORN LOAN TRUST 2015, as a Consenting Lender

By: Credit Suisse Asset Management, LLC as investment manager for BNY Mellon Trust Company (Cayman) Ltd., the trustee for Matterhorn Loan Trust 2015

By: /s/ Thomas Flannery

Name: Thomas Flannery

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $11,221,875.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

CTBC BANK CO., LTD., as a Consenting Lender

By: /s/ Mingdao Li

Name: Mingdao Li

Title: SVP and Branch Manager

Term B Loans held by such Consenting Lender: $14,463,750.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

CVC CP USD Loan Trust 2019, as a Consenting Lender

By: CVC Credit Partners, LLC

By: /s/ Ashwin Nayak

Name: Ashwin Nayak

Title: VP

Term B Loans held by such Consenting Lender: $6,982,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

ZURICH AMERICAN LIFE INSURANCE COMPANY FBO VL SERIES ACCOUNT – 1 MULTI ASSET FIXED INCOME DIVISION, as a Consenting Lender

By: Deutsche Investment Management Americas Inc. Investment Advisor

By: /s/ Kirk Maurer

Name: Kirk Maurer

Title: Director High Yield

By: /s/ Thomas Bouchard

Name: Thomas Bouchard

Title: Vice President

Term B Loans held by such Consenting Lender: $349,125.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

ISMIE MUTUAL INSURANCE COMAPNY, as a Consenting Lender

By: Deutsche Investment Management Americas Inc. Investment Advisor

By: /s/ Kirk Maurer

Name: Kirk Maurer

Title: Director High Yield

By: /s/ Thomas Bouchard

Name: Thomas Bouchard

Title: Vice President

Term B Loans held by such Consenting Lender: $349,125.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Diversified Credit Portfolio Ltd., as a Consenting Lender

BY: Invesco Senior Secured Management, Inc. as Investment Advisor

By: /s/ Kevin Egan

Name: Kevin Egan

Title: Authorized Individual

Term B Loans held by such Consenting Lender: $283,364.31

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

HORIZONS ACTIVE FLOATING RATE SENIOR LOAN ETF, as a Consenting Lender

Sub advisor: DMAT Capital Management Inc.

By: /s/ Scott K. Hayman

Name: Scott K. Hayman

Title: Senior Vice President

Term B Loans held by such Consenting Lender: $498,750.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Eaton Vance US Loan Fund 2016 a Series Trust of Global Cayman Investment Trust, as a Consenting Lender

By: Eaton Vance Management as Investment Advisor

By: /s/ Michael Brotthof

Name: Michael Brotthof

Title: Vice President

Term B Loans held by such Consenting Lender: $299,250.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Eaton Vance CLO 2018-1, Ltd., as a Consenting Lender

By: Eaton Vance Management Portfolio Manager

By: /s/ Michael Brotthof

Name: Michael Brotthof

Title: Vice President

Term B Loans held by such Consenting Lender: $374,062.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Eaton Vance CLO 2020-2, Ltd., as a Consenting Lender

By: Eaton Vance Management

Portfolio Manager

By: /s/ Michael Brotthof

Name: Michael Brotthof

Title: Vice President

Term B Loans held by such Consenting Lender: $324,187.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Eaton Vance Institutional Senior Loan Plus Fund, as a Consenting Lender

By: Eaton Vance Management as Investment Advisor

By: /s/ Michael Brotthof

Name: Michael Brotthof

Title: Vice President

Term B Loans held by such Consenting Lender: $199,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Eaton Vance US Senior BL Fund 2018, as a Consenting Lender

By: Eaton Vance Management as Investment Advisor

By: /s/ Michael Brotthof

Name: Michael Brotthof

Title: Vice President

Term B Loans held by such Consenting Lender: $174,562.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Eaton Vance CLO 2013-1 LTD., as a Consenting Lender

BY: Eaton Vance Management

Portfolio Manager

By: /s/ Michael Brotthof

Name: Michael Brotthof

Title: Vice President

Term B Loans held by such Consenting Lender: $349,125.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Eaton Vance CLO 2014-1R, Ltd., as a Consenting Lender

By: Eaton Vance Management

As Investment Advisor

By: /s/ Michael Brotthof

Name: Michael Brotthof

Title: Vice President

Term B Loans held by such Consenting Lender: $399,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Eaton Vance CLO 2019-1, Ltd., as a Consenting Lender

By: Eaton Vance Management

As Investment Advisor

By: /s/ Michael Brotthof

Name: Michael Brotthof

Title: Vice President

Term B Loans held by such Consenting Lender: $324,187.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Eaton Vance Institutional Senior Loan Fund, as a Consenting Lender

BY: Eaton Vance Management as Investment Advisor

By: /s/ Michael Brotthof

Name: Michael Brotthof

Title: Vice President

Term B Loans held by such Consenting Lender: $3,615,937.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Eaton Vance Loan Holding Limited, as a Consenting Lender

BY: Eaton Vance Management

as Investment Advisor

By: /s/ Michael Brotthof

Name: Michael Brotthof

Title: Vice President

Term B Loans held by such Consenting Lender: $49,875.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Eaton Vance CLO 2020-1 Ltd., as a Consenting Lender

By: Eaton Vance Management

As Investment Advisor

By: /s/ Michael Brotthof

Name: Michael Brotthof

Title: Vice President

Term B Loans held by such Consenting Lender: $374,062.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Eaton Vance International (Cayman Islands) Floating-Rate Income Portfolio, as a Consenting Lender

BY: Eaton Vance Management as Investment Advisor

By: /s/ Michael Brotthof

Name: Michael Brotthof

Title: Vice President

Term B Loans held by such Consenting Lender: $299,250.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Employers Assurance Company, as a Consenting Lender

By: BlackRock Financial Management, Inc. Its Investment Advisor

By: /s/ David Birnbaum

Name: David Birnbaum

Title: Director

Term B Loans held by such Consenting Lender: $53,865.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

ERSTE GROUP BANK AG, as a Consenting Lender

By: /s/ Patrick W. Kunkel

Name: Patrick W. Kunkel

Title: Managing Director

By: /s/ John Fay

Name: John Fay

Title: Senior Vice President

Term B Loans held by such Consenting Lender: $19,950,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bank Loan Core Fund, as a Consenting Lender

By: /s/ Steven Wagner

Name: Steven Wagner

Title: VP-Sr Analyst/Portfolio Manager

Term B Loans held by such Consenting Lender: $997,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

First Bank, as a Consenting Lender

By: /s/ Christopher Gilbert

Name: Christopher Gilbert

Title: Vice President

Term B Loans held by such Consenting Lender: $7,980,000

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

First-Citizens Bank & Trust Company, as a Consenting Lender

By: /s/ Terence Sullivan

Name: Terence Sullivan

Title: Managing Director

[[For Lenders requiring a second signature block]

By ______________________________

Name:

Title:]

Term B Loans held by such Consenting Lender: $4,987,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

First Commercial Bank, Ltd., Los Angeles Branch, as a Consenting Lender

By: /s/ Shih-Pin Hsu

Name: Shih-Pin Hsu

Title: V.P. & General Manager

[[For Lenders requiring a second signature block]

By ______________________________

Name:

Title:]

Term B Loans held by such Consenting Lender: $14,962,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

First National Bank of Omaha, as a Consenting Lender

By: /s/ Dale Ervin

Name: Dale Ervin

Title: Vice President

[[For Lenders requiring a second signature block]

By ______________________________

Name:

Title:]

Term B Loans held by such Consenting Lender: $2,992,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

FIRSTBANK PUERTO RICO d/b/a FIRSTBANK FLORIDA, as a Consenting Lender

By: /s/ Sergio H. Gonzalez

Name: Sergio H. Gonzalez

Title: VP, Corporate Banking

Term B Loans held by such Consenting Lender: $19,950,000

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Oberon USA Investments Sarl, as a Consenting Lender

By: Five Arrows Managers North America LLC as Investment Manager

By: /s/ Bradley K. Bryan

Name: Bradley K. Bryan

Title: Director

Term B Loans held by such Consenting Lender: $1,246,875.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Ocean Trails CLO 8, as a Consenting Lender

By: Five Arrows Managers North America LLC as Investment Manager

By: /s/ Bradley K. Bryan

Name: Bradley K. Bryan

Title: Director

Term B Loans held by such Consenting Lender: $249,375.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Gallatin CLO VIII 2017-1, Ltd., as a Consenting Lender

By: DCM Senior Credit, LLC

as its Collateral Administrator

By: /s/ Jeff Byrne

Name: Jeff Byrne

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $1,496,250.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Generate CLO 11 Ltd., as a Consenting Lender

By Generate Advisors LLC, its Portfolio Manager

By: /s/ Rizwan M. Akhter

Name: Rizwan M. Akhter

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $1,995,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Partner Reinsurance Company Ltd

By Goldman Sachs Asset Management, solely in its capacity as Advisor, and not as Principal, as a Consenting Lender

By: /s/ Neal Osborn

Name: Neal Osborn

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $997,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Partner Reinsurance Company of the U.S.

By Goldman Sachs Asset Management, solely in its capacity as Advisor, and not as Principal, as a Consenting Lender

By: /s/ Neal Osborn

Name: Neal Osborn

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $992,687.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Custom Leveraged Loan Fund SPV LLC

By Goldman Sachs Asset Management, solely in its capacity as Advisor, and not as Principal, as a Consenting Lender

By: /s/ Neal Osborn

Name: Neal Osborn

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $1,097,250.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

United HealthCare Insurance Company, as a Consenting Lender

BY: GSO Capital Advisors LLC as Manager

By: /s/ Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $665,188.73

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Allegany Park CLO, Ltd., as a Consenting Lender

by GSO/Blackstone Debt Funds Management LLC as Collateral Manager

By: /s Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $274,505.05

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Cook Park CLO, Ltd., as a Consenting Lender

by GSO/Blackstone Debt Funds Management LLC as Collateral Manager

By: /s Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $538,807.77

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Harriman Park CLO, Ltd., as a Consenting Lender

by GSO/Blackstone Debt Funds Management LLC as Collateral Manager

By: /s Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $276,181.88

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Reese Park CLO, Ltd., as a Consenting Lender

by GSO/Blackstone Debt Funds Management LLC as Collateral Manager

By: /s Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $275,360.92

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Tallman Park CLO, Ltd., as a Consenting Lender

by GSO/Blackstone Debt Funds Management LLC as Collateral Manager

By: /s Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $220,431.44

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Thompson Park CLO, Ltd, as a Consenting Lender

by GSO/Blackstone Debt Funds Management LLC as Collateral Manager

By: /s Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $275,800.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Thayer Park CLO, Ltd., as a Consenting Lender

by GSO/Blackstone Debt Funds Management LLC as Collateral Manager

By: /s Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $273,402.23

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

United HealthCare Insurance Company, as a Consenting Lender

by GSO Capital Advisors II LLC as Manager

By: /s Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $339,702.53

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Optum Bank, Inc., as a Consenting Lender

by GSO Capital Advisors LLC as Manager

By: /s Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $4,987,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

GSO LOAN TRUST 2011, as a Consenting Lender

by GSO Capital Advisors LLC, As its Investment Advisor

By: /s Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $10,309,994.14

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Endurance Assurance Corporation, as a Consenting Lender

By: Guggenheim Partners Investment Management, LLC as Manager

By: /s/ Kaitlin Trinh

Name: Kaitlin Trinh

Title: Authorized Person

Term B Loans held by such Consenting Lender: $1,995,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Harbor Park CLO, Ltd., as a Consenting Lender

by GSO/Blackstone Debt Funds Management LLC as Collateral Manager

By: /s Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $383,634.78

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Tanto SPF sarl, as a Consenting Lender

By: /s/ Conor O’Neill

Name: Conor O’Neill

Title: Portfolio Manager

Term B Loans held by such Consenting Lender: $4,987,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Partner Reinsurance Company Ltd., as a Consenting Lender

By: HPS Investment Partners, LLC, its Investment Manager

By: /s/ Jamie Donsky

Name: Jamie Donsky

Title: Senior Vice President

Term B Loans held by such Consenting Lender: $6,939,051.32

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Hua Nan Commercial Bank., Ltd., New York Agency, as a Consenting Lender

By: /s/ I-Chin Fang

Name: I-Chin Fang

Title: Vice President & General Manager

Term B Loans held by such Consenting Lender: $19,950,000

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Milton Hershey School Trust, as a Consenting Lender

By: Invesco Senior Secured Management, Inc. as Investment

Manager

By: /s/ Kevin Egan

Name: Kevin Egan

Title: Authorized Individual

Term B Loans held by such Consenting Lender: $128,266.63

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Industrial and Commercial Bank of China (U.S.A.) N.A., as a Consenting Lender

By: /s/ Jeff Liu

Name: Jeff Liu

Title: SVP & Head of Corporate Syndications

Term B Loans held by such Consenting Lender: $38,391,281.25

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Invesco US Leveraged Loan Fund 2016-9 a Series Trust of Global Multi Portfolio Investment Trust, as a Consenting Lender

By: Invesco Senior Secured Management, Inc. as Investment Manager

By: /s/ Kevin Egan

Name: Kevin Egan

Title: Authorized Individual

Term B Loans held by such Consenting Lender: $802,629.49

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Kapitalforeningen Investin Pro, US Leveraged Loans I, as a Consenting Lender

By: Invesco Senior Secured Management, Inc. as Investment Manager

By: /s/ Kevin Egan

Name: Kevin Egan

Title: Authorized Individual

Term B Loans held by such Consenting Lender: $658,587.68

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Sentry Insurance Company, as a Consenting Lender

By: Invesco Senior Secured Management, Inc. as Investment Manager

By: /s/ Kevin Egan

Name: Kevin Egan

Title: Authorized Individual

Term B Loans held by such Consenting Lender: $287,540.45

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Invesco Senior Loan Fund, as a Consenting Lender

By: Invesco Senior Secured Management, Inc. as Sub-advisor

By: /s/ Kevin Egan

Name: Kevin Egan

Title: Authorized Individual

Term B Loans held by such Consenting Lender: $353,172.71

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

AMADABLUM US Leveraged Loan Fund a Series Trust of Global Multi Portfolio Investment Trust, as a Consenting Lender

By: Invesco Senior Secured Management, Inc. as Investment Manager

By: /s/ Kevin Egan

Name: Kevin Egan

Title: Authorized Individual

Term B Loans held by such Consenting Lender: $709,039.39

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Invesco Teton Fund LLC, as a Consenting Lender

By: Invesco Senior Secured Management, Inc. as Manager

By: /s/ Kevin Egan

Name: Kevin Egan

Title: Authorized Individual

Term B Loans held by such Consenting Lender: $193,140.23

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Invesco Sakura US Senior Secured Fund, as a Consenting Lender

By: Invesco Senior Secured Management, Inc. as Investment Manager

By: /s/ Kevin Egan

Name: Kevin Egan

Title: Authorized Individual

Term B Loans held by such Consenting Lender: $146,204.84

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

INVESCO SSL FUND LLC, as a Consenting Lender

By: Invesco Senior Secured Management, Inc. as Collateral Manager

By: /s/ Kevin Egan

Name: Kevin Egan

Title: Authorized Individual

Term B Loans held by such Consenting Lender: $826,575.33

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Invesco Senior Secured Management, Inc., as a Consenting Lender

By: Invesco Senior Secured Management, Inc. as sub-adviser

By: /s/ Kevin Egan

Name: Kevin Egan

Title: Authorized Individual

Term B Loans held by such Consenting Lender: $112,609.27

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Liquid Loan Opportunities Master Fund, L.P., as a Consenting Lender

By: HPS Investment Partners, LLC, its Investment Manager

By: /s/ Jamie Donsky

Name: Jamie Donsky

Title: Senior Vice President

Term B Loans held by such Consenting Lender: $3,035,948.68

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Medalist Partners Corporate Finance CLO VII Ltd., as a Consenting Lender

By: Medalist Partners Corporate Finance LLC, As Attorney-in-Fact

By: /s/ Jeremy Phipps

Name: Jerremy Phipps

Title: Managing Director

Term B Loans held by such Consenting Lender: $1,246,875.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

MEDALIST PARTNERS CORPORATE FINANCE CLO VI LTD., as a Consenting Lender

By: Medalist Partners Corporate Finance LLC, As Attorney-in-Fact

By: /s/ Jeremy Phipps

Name: Jeremy Phipps

Title: Managing Director

Term B Loans held by such Consenting Lender: $1,246,875.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

MetLife Investment Management, LLC., not in its individual capacity, but solely as investment adviser on behalf of its clients listed below:

By: MetLife Investment Management, LLC, as investment adviser

By: /s/ Shane O’Driscoll

Name: Shane O’Driscoll

Title: Director

Metropolitan Life Insurance Company

Term B Loans held by such Consenting Lender: $3,491,250.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

MidFirst Bank, as a Consenting Lender

By: /s/ Sherlyn Nelson

Name: Sherlyn Nelson

Title: Senior Vice President

Term B Loans held by such Consenting Lender: $4,987,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Morgan Stanley Eaton Vance CLO 2022-18, Ltd., as a Consenting Lender

By: Morgan Stanley Eaton Vance CLO Manager LLC

By: /s/ Michael Brotthof

Name: Michael Brotthof

Title: Vice President

Term B Loans held by such Consenting Lender: $324,187.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Morgan Stanley Eaton Vance CLO 2022-17, Ltd., as a Consenting Lender

By: Morgan Stanley Eaton Vance CLO Manager LLC

By: /s/ Michael Brotthof

Name: Michael Brotthof

Title: Vice President

Term B Loans held by such Consenting Lender: $324,187.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Morgan Stanley Eaton Vance CLO 2022-1, Ltd., as a Consenting Lender

By: Morgan Stanley Eaton Vance CLO Manager LLC

By: /s/ Michael Brotthof

Name: Michael Brotthof

Title: Vice President

Term B Loans held by such Consenting Lender: $324,187.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Morgan Stanley Eaton Vance CLO 2022-16, Ltd., as a Consenting Lender

By: Morgan Stanley Eaton Vance CLO Manager LLC as its Collateral Manager

By: /s/ Michael Brotthof

Name: Michael Brotthof

Title: Vice President

Term B Loans held by such Consenting Lender: $423,937.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

522 Funding CLO 2018-3(A), Ltd., as a Consenting Lender

By: MS 522 CLO CM LLC as its Collateral Manager

By: /s/ Michael Brotthof

Name: Michael Brotthof

Title: Vice President

Term B Loans held by such Consenting Lender: $374,062.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

522 Funding CLO 2019-5, Ltd., as a Consenting Lender

By: Morgan Stanley Investment Management Inc. as its Investment Advisor

By: /s/ Michael Brotthof

Name: Michael Brotthof

Title: Vice President

Term B Loans held by such Consenting Lender: $374,062.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

522 Funding CLO 2021-7, Ltd., as a Consenting Lender

By: MS 522 CLO CM LLC as its Collateral Manager

By: /s/ Michael Brotthof

Name: Michael Brotthof

Title: Vice President

Term B Loans held by such Consenting Lender: $324,187.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

522 Funding CLO 2020-6, Ltd., as a Consenting Lender

By: MS 522 CLO CM LLC as its Collateral Manager

By: /s/ Michael Brotthof

Name: Michael Brotthof

Title: Vice President

Term B Loans held by such Consenting Lender: $324,187.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

University of Miami, as a Consenting Lender

By: Morgan Stanley Investment Management Inc. as its Investment Advisor

By: /s/ Michael Brotthof

Name: Michael Brotthof

Title: Vice President

Term B Loans held by such Consenting Lender: $74,812.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

XIX Funding Ltd, as a Consenting Lender

By: Napier Park Global Capital (US) LP, its Collateral Manager

By: /s/ Melanie Hanlon

Name: Hanlon, Melanie

Title: Managing Director

Term B Loans held by such Consenting Lender: $309,225.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Regatta XV Funding Ltd., as a Consenting Lender

By: Napier Park Global Capital (US) LP, its Collateral Manager

By: /s/ Melanie Hanlon

Name: Melanie Hanlon

Title: Managing Director

Term B Loans held by such Consenting Lender: $370,050.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Regatta XVII Funding Ltd., as a Consenting Lender

By: Napier Park Global Capital (US) LP, its Collateral Manager

By: /s/ Melanie Hanlon

Name: Melanie Hanlon

Title: Managing Director

Term B Loans held by such Consenting Lender: $219,450.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Regatta XX Funding Ltd., as a Consenting Lender

By: Napier Park Global Capital (US) LP, its Collateral Manager

By: /s/ Melanie Hanlon

Name: Melanie Hanlon

Title: Managing Director

Term B Loans held by such Consenting Lender: $309,225.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Regatta XXI Funding Ltd, as a Consenting Lender

By: Napier Park Global Capital (US) LP, its Collateral Manager

By: /s/ Melanie Hanlon

Name: Melanie Hanlon

Title: Managing Director

Term B Loans held by such Consenting Lender: $249,375.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Regatta XXII Funding Ltd., as a Consenting Lender

By: Napier Park Global Capital (US) LP, its Collateral Manager

By: /s/ Melanie Hanlon

Name: Melanie Hanlon

Title: Managing Director

Term B Loans held by such Consenting Lender: $309,225.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Regatta XXIII Funding Ltd, as a Consenting Lender

By: Napier Park Global Capital (US) LP, its Collateral Manager

By: /s/ Melanie Hanlon

Name: Melanie Hanlon

Title: Managing Director

Term B Loans held by such Consenting Lender: $309,225.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Regatta XVIII Funding Ltd., as a Consenting Lender

By: Napier Park Global Capital (US) LP, its Collateral Manager

By: /s/ Melanie Hanlon

Name: Melanie Hanlon

Title: Managing Director

Term B Loans held by such Consenting Lender: $339,150.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Regatta XXIV Funding Ltd., as a Consenting Lender

By: Napier Park Global Capital (US) LP, its Collateral Manager

By: /s/ Melanie Hanlon

Name: Melanie Hanlon

Title: Managing Director

Term B Loans held by such Consenting Lender: $309,225.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Nationwide Life Insurance Company, as a Consenting Lender

By: /s/ John Mercer

Name: John Mercer

Title: High Yield PM

Term B Loans held by such Consenting Lender: $997,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Neuberger Berman High Quality Global Senior Floating Rate Income Fund, as a Consenting Lender

By: Neuberger Berman Investment Adviser LLC, as Manager

By: /s/ Colin Donlan

Name: Colin Donlan

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $598,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Neuberger Berman Loan Advisers CLO 48, Ltd, as a Consenting Lender

By: Neuberger Berman Loan Advisers II LLC as Collateral Manager

By: Neuberger Berman Investment Adviser LLC, as Sub-Adviser

By: /s/ Colin Donlan

Name: Colin Donlan

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $1,660,837.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Neuberger Berman Investment Funds II PLC – Neuberger Berman Global Senior Floating Rate Income Fund, as a Consenting Lender

By: Neuberger Berman Investment Advisers LLC

By: /s/ Colin Donlan

Name: Colin Donlan

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $2,254,350.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Neuberger Berman CLO XXII, Ltd, as a Consenting Lender

By: Neuberger Berman Investment Advisers LLC as its Collateral Manager

By: /s/ Colin Donlan

Name: Colin Donlan

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $1,087,275.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

NF Loan Trust 2016, as a Consenting Lender

By: Neuberger Berman Investment Advisers LLC As Investment Manager

By: /s/ Colin Donlan

Name: Colin Donlan

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $5,779,964.78

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Neuberger Berman CLO XVIII, Ltd., as a Consenting Lender

By Neuberger Berman Investment Advisers LLC as collateral manager

By: /s/ Colin Donlan

Name: Colin Donlan

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $1,356,600.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Quaestio Alternative Funds S.C.A., SICAV-FIS, as a Consenting Lender

By: Neuberger Berman Investment Adviser LLC

By: /s/ Colin Donlan

Name: Colin Donlan

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $359,100.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

NZAM-NF USD Bank Loan Fund, as a Consenting Lender

By: Neuberger Berman Loan Advisers II LLC as Collateral Manager

By: Neuberger Berman Investment Advisers LLC as Sub-Investment Manager

By: /s/ Colin Donlan

Name: Colin Donlan

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $1,995,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Neuberger Berman Floating Rate Income Fund, as a Consenting Lender

By: Neuberger Berman Fixed Income LLC, as collateral manager

By: /s/ Colin Donlan

Name: Colin Donlan

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $1,840,387.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Neuberger Berman Loan Advisers CLO 47, Ltd, as a Consenting Lender

By: Neuberger Berman Loan Advisers II LLC as Collateral Manager

By: Neuberger Berman Investment Advisers LLC as Sub-Adviser

By: /s/ Colin Donlan

Name: Colin Donlan

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $1,656,397.72

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Neuberger Berman Loan Advisers CLO 29, Ltd., as a Consenting Lender

By: Neuberger Berman Loan Advisers LLC, as Collateral Manager

By: Neuberger Berman Investment Advisers LLC, as Sub-Advisor

By: /s/ Colin Donlan

Name: Colin Donlan

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $1,361,587.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Niagara Park CLO, Ltd., as a Consenting Lender

By: GSO / Blackstone Debt Funds Management LLC

as Collateral Manager

By: /s/ Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $246,661.19

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Ocean Trails CLO V, as a Consenting Lender

By; Five Arrows Managers North America LLC

as Asset Manager

By: /s/ Bradley K. Bryan

Name: Bradley K. Bryan

Title: Director

Term B Loans held by such Consenting Lender: $498,750.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Octagon Loan Trust 2010, as a Consenting Lender

BY: Octagon Credit Investors, LLC, as Investment Manager on behalf of The Bank of New York Trust Company (Cayman) Limited, as Trustee of Octagon Loan Trust 2010

By: /s/ Gillian Kape Vinal

Name: Gillian Kape Vinal

Title: Senior Portfolio Administrator

Term B Loans held by such Consenting Lender: $9,975,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

OFSI BSL XII CLO, LTD., as a Consenting Lender

By: OFS CLO Management, LLC

Its Collateral Manager

By: /s/ David Mejia

Name: David Mejia

Title: Director

Term B Loans held by such Consenting Lender: $997,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

OLD NATIONAL BANK, as a Consenting Lender

By: /s/ Michael Trunck

Name: Michael Trunck

Title: Senior Vice President

Term B Loans held by such Consenting Lender: $19,551,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Pacific Coast Bankers’ Bank, as a Consenting Lender

By: /s/ Maxine Lew

Name: Maxine Lew

Title: Vice President

[[For Lenders requiring a second signature block]

By ______________________________

Name:

Title:]

Term B Loans held by such Consenting Lender: $14,962,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

PIMCO Cayman Trust: PIMCO Cayman Bank Loan Fund II, as a Consenting Lender

By: Pacific Investment Management Company LLC,

As its Investment Advisor

By: /s/ Andrew H. Levine

Name: Andrew H. Levine

Title: Executive Vice President & Senior Counsel

Term B Loans held by such Consenting Lender: $399,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Regence Bluecross Blueshield of Oregon, as a Consenting Lender

By: Pacific Investment Management Company LLC, as its Investment Advisor

By: /s/ Andrew H. Levine

Name: Andrew H. Levine

Title: Executive Vice President & Senior Counsel

Term B Loans held by such Consenting Lender: $138,652.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Regence BlueShield of Idaho, Inc., as a Consenting Lender

By: Pacific Investment Management Company LLC, as its Investment Advisor

By: /s/ Andrew H. Levine

Name: Andrew H. Levine

Title: Executive Vice President & Senior Counsel

Term B Loans held by such Consenting Lender: $39,900.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Regence BlueShield, as a Consenting Lender

By: Pacific Investment Management Company LLC, as its Investment Advisor

By: /s/ Andrew H. Levine

Name: Andrew H. Levine

Title: Executive Vice President & Senior Counsel

Term B Loans held by such Consenting Lender: $174,562.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Regence BlueShield of Utah, as a Consenting Lender

By: Pacific Investment Management Company LLC, as its Investment Advisor

By: /s/ Andrew H. Levine

Name: Andrew H. Levine

Title: Executive Vice President & Senior Counsel

Term B Loans held by such Consenting Lender: $45,885.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

First American Title Insurance Company, as a Consenting Lender

By: Pacific Investment Management Company LLC, as its Investment Advisor

By: /s/ Andrew H. Levine

Name: Andrew H. Levine

Title: Executive Vice President & Senior Counsel

Term B Loans held by such Consenting Lender: $199,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Pioneer Floating Rate Fund, Inc., as a Consenting Lender

By: Amundi Asset Management US, Inc.,

Its investment adviser

By: /s/ Margaret C. Begley

Name: Margaret C. Begley

Title: Secretary and Associate General Counsel

Term B Loans held by such Consenting Lender: $249,375.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Pioneer Investments Diversified Loans Fund, as a Consenting Lender

By: Amundi Asset Management US, Inc.,

Its investment adviser

By: /s/ Margaret C. Begley

Name: Margaret C. Begley

Title: Secretary and Associate General Counsel

Term B Loans held by such Consenting Lender: $399,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

PT. Bank Negara Indonesia (Persero) Tbk., as a Consenting Lender

By: /s/ Aidil Azhar

Name: Aidil Azhar

Title: General Manager

[[For Lenders requiring a second signature block]

By ______________________________

Name:

Title:]

Term B Loans held by such Consenting Lender: $2,992,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

PT Bank Rakyat Indonesia (Persero) Tbk ,

as a Consenting Lender

By: /s/ Yodi Herzaman

Name: Yodi Herzaman

Title: General Manager

[[For Lenders requiring a second signature block]

By ______________________________

Name:

Title:]

Term B Loans held by such Consenting Lender: $14,962,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Race Point X CLO, Limited, as a Consenting Lender

By: Bain Capital Credit, LP, as Portfolio Manager

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $110,101.42

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Raymond James Bank, as a Consenting Lender

By: /s/ Daniel A. Perez

Name: Daniel A. Perez

Title: Vice President

[[For Lenders requiring a second signature block]

By ______________________________

Name:

Title:]

Term B Loans held by such Consenting Lender: 49,875,000

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Regatta XII Funding Ltd., as a Consenting Lender

By: Regatta Loan Management LLC, its Collateral Manager

By: /s/ Melanie Hanlon

Name: Hanlon, Melanie

Title: Managing Director

Term B Loans held by such Consenting Lender: $259,350.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Regatta XIV Funding Ltd., as a Consenting Lender

By: Napier Park Global Capital (US) LP, its Collateral Manager

By: /s/ Melanie Hanlon

Name: Melanie Hanlon

Title: Managing Director

Term B Loans held by such Consenting Lender: $428,925.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Regatta XVI Funding Ltd., as a Consenting Lender

By: Regatta Loan Management LLC, its Collateral Manager

By: /s/ Melanie Hanlon

Name: Hanlon, Melanie

Title: Managing Director

Term B Loans held by such Consenting Lender: $389,025.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Regatta VII Funding Ltd, as a Consenting Lender

By: Regatta Loan Management LLC, its Collateral Manager

By: /s/ Melanie Hanlon

Name: Hanlon, Melanie

Title: Managing Director

Term B Loans held by such Consenting Lender: $249,375.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Regatta VI Funding Ltd, as a Consenting Lender

By: Regatta Loan Management LLC, its Collateral Manager

By: /s/ Melanie Hanlon

Name: Hanlon, Melanie

Title: Managing Director

Term B Loans held by such Consenting Lender: $259,350.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

REGATTA XI FUNDING LTD., as a Consenting Lender

By: Regatta Loan Management LLC,

its Collateral Manager

By: /s/ Melanie Hanlon

Name: Hanlon, Melanie

Title: Managing Director

Term B Loans held by such Consenting Lender: $319,200.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Regatta XIII Funding Ltd., as a Consenting Lender

By: Napier Park Global Capital (US) LP, its Collateral Manager

By: /s/ Melanie Hanlon

Name: Melanie Hanlon

Title: Managing Director

Term B Loans held by such Consenting Lender: $349,125.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Blue Cross of Idaho Health Service, Inc., as a Consenting Lender

By: Virtus Fixed Income Advisers, LLC

By: Seix Investment Advisors, a division of Virtus Fixed Income Advisers, LLC, as Investment Manager

By: /s/ George Goudelias

Name: George Goudelias

Title: Managing Director

Term B Loans held by such Consenting Lender: $748,125.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

City National Rochdale Fixed Income Opportunities Fund, as a Consenting Lender

By: Virtus Fixed Income Advisers, LLC

By: Seix Investment Advisors, a division of Virtus Fixed Income Advisers, LLC, as Subadvisor

By: /s/ George Goudelias

Name: George Goudelias

Title: Managing Director

Term B Loans held by such Consenting Lender: $468,825.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

CARE Super, as a Consenting Lender

by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager

By: /s/ Serge Todorovich

Name: Serge Todorovich

Title: General Counsel & Chief Compliance Officer

Term B Loans held by such Consenting Lender: $96,757.60

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

JANA Multi-Sector Credit Trust, as a Consenting Lender

By: /s/ Serge Todorovich

Name: Serge Todorovich

Title: General Counsel & Chief Compliance Officer

Term B Loans held by such Consenting Lender: $35,910.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Kentucky Retirement Systems Insurance Trust Fund, as a Consenting Lender

by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager

By: /s/ Serge Todorovich

Name: Serge Todorovich

Title: General Counsel & Chief Compliance Officer

Term B Loans held by such Consenting Lender: $85,785.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Kolumban Alternative Investments -Loans, as a Consenting Lender

By: SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager

By: /s/ Serge Todorovich

Name: Serge Todorovich

Title: General Counsel & Chief Compliance Officer

Term B Loans held by such Consenting Lender: $142,642.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Milton Hershey School Trust, as a Consenting Lender

by SHENKMAN CAPITAL MANAGEMENT, INC.,

as Investment Manager

By: /s/ Serge Todorovich

Name: Serge Todorovich

Title: General Counsel & Chief Compliance Officer

Term B Loans held by such Consenting Lender: $119,700.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Teachers’ Retirement System of the State of Kentucky, as a Consenting Lender

by SHENKMAN CAPITAL MANAGEMENT, INC.,

as Investment Manager

By: /s/ Serge Todorovich

Name: Serge Todorovich

Title: General Counsel & Chief Compliance Officer

Term B Loans held by such Consenting Lender: $224,437.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Virginia College Savings Plan, as a Consenting Lender

by SHENKMAN CAPITAL MANAGEMENT, INC.,

as Investment Manager

By: /s/ Serge Todorovich

Name: Serge Todorovich

Title: General Counsel & Chief Compliance Officer

Term B Loans held by such Consenting Lender: $74,812.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Kentucky Retirement Systems, as a Consenting Lender

by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager

By: /s/ Serge Todorovich

Name: Serge Todorovich

Title: General Counsel & Chief Compliance Officer

Term B Loans held by such Consenting Lender: $152,617.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Shenkman Multi-Asset Credit Master Fund, as a Consenting Lender

By: Shenkman Capital Management, Inc., as Investment Manager

By: /s/ Serge Todorovich

Name: Serge Todorovich

Title: General Counsel & Chief Compliance Officer

Term B Loans held by such Consenting Lender: $130,672.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Kentucky Teachers’ Retirement System Insurance Trust Fund, as a Consenting Lender

by SHENKMAN CAPITAL MANAGEMENT, INC.,

as Investment Manager

By: /s/ Serge Todorovich

Name: Serge Todorovich

Title: General Counsel & Chief Compliance Officer

Term B Loans held by such Consenting Lender: $53,865.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Credos Floating Rate Fund LP, as a Consenting Lender

by SHENKMAN CAPITAL MANAGEMENT, INC., as General Partner

By: /s/ Serge Todorovich

Name: Serge Todorovich

Title: General Counsel & Chief Compliance Officer

Term B Loans held by such Consenting Lender: $38,902.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Shenkman Multi-Asset Credit Select Master Fund L.P., as a Consenting Lender

by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager

By: /s/ Serge Todorovich

Name: Serge Todorovich

Title: General Counsel & Chief Compliance Officer

Term B Loans held by such Consenting Lender: $78,802.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Highmark Inc., as a Consenting Lender

by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager

By: /s/ Serge Todorovich

Name: Serge Todorovich

Title: General Counsel & Chief Compliance Officer

Term B Loans held by such Consenting Lender: $169,575.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

WM Pool - Fixed Interest Trust No. 7, as a Consenting Lender

by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager

By: /s/ Serge Todorovich

Name: Serge Todorovich

Title: General Counsel & Chief Compliance Officer

Term B Loans held by such Consenting Lender: $137,655.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Siemens Financial Services, Inc., as a Consenting Lender

By: /s/ Jared R. Malise

Name: Jared R. Malise

Title: Vice President

By: /s/ Sonia Vargas

Name: Sonia Vargas

Title: Sr. Loan Closer

Term B Loans held by such Consenting Lender: $29,925.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Silver Rock CLO I, Ltd., as a Consenting Lender

By: Silver Rock Management LLC as collateral manager

By: /s/ Patrick Hunnius

Name: Patrick Hunnius

Title: General Counsel & CCO

Term B Loans held by such Consenting Lender: $399,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Silver Rock CLO II, Ltd., as a Consenting Lender

By: Silver Rock Management LLC as collateral manager

By: /s/ Patrick Hunnius

Name: Patrick Hunnius

Title: General Counsel & CCO

Term B Loans held by such Consenting Lender: $598,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

SOMERSET TRUST COMPANY, as a Consenting Lender

By: /s/ Parke Kreinbrook

Name: Parke Kreinbrook

Title: Vice President

Term B Loans held by such Consenting Lender: $4,987,500

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Southwick Park CLO, Ltd., as a Consenting Lender

By: /s/ Thomas Iannarone

Name: Thomas Iannarone

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $273,738.16

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

State Bank of India, New York Branch, as a Consenting Lender

By: /s/ Himanshu

Name: Himanshu

Title: VP (Syndications)

Term B Loans held by such Consenting Lender: $39,900,000

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

State Street Bank and Trust Company, as a Consenting Lender

By: /s/ Andrew Sanders

Name: Andrew Sanders

Title: Vice President

Term B Loans held by such Consenting Lender: $9,975,000.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

STEELE CREEK CAPITAL FUNDING I, LLC, as a Consenting Lender

By: /s/ Nick Skudlarek

Name: Nick Skudlarek

Title: Research Analyst

Term B Loans held by such Consenting Lender: $118,702.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Steele Creek CLO 2018-1, Ltd., as a Consenting Lender

By: /s/ Nick Skudlarek

Name: Nick Skudlarek

Title: Research Analyst

Term B Loans held by such Consenting Lender: $316,207.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Stifel Bank & Trust , as a Consenting Lender

By: /s/ Steven E. Miller

Name: Steven E. Miller

Title: Vice President

[[For Lenders requiring a second signature block]

By ______________________________

Name:

Title:]

Term B Loans held by such Consenting Lender: $4,987,500

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Stock Yards Bank & Trust Co., as a Consenting Lender

By: /s/ James E. Brown

Name: James E. Brown

Title: Senior Vice President

[[For Lenders requiring a second signature block]

By ______________________________

Name:

Title:]

Term B Loans held by such Consenting Lender: $1,620,937.50

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

SUMITOMO MITSUI TRUST BANK, New York Branch, as a Consenting Lender

By: /s/ Tim Ng

Name: Tim Ng

Title: Senior Director

[[For Lenders requiring a second signature block]

By ______________________________

Name:

Title:]

Term B Loans held by such Consenting Lender: $14,962,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Taiwan Cooperative Bank, LTD acting through its New York Branch, as a Consenting Lender

By: /s/ Chou, Cheng-Pin

Name: Chou, Cheng-Pin

Title: SVP & General Manager

[[For Lenders requiring a second signature block]

By ______________________________

Name:

Title:]

Term B Loans held by such Consenting Lender: $2,992,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Teachers Advisors, Inc., on behalf of TIAA-CREF Core Plus Bond Fund, as a Consenting Lender

By: /s/ Patrice Pippins-Boardraye

Name: Patrice Pippins-Boardraye

Title: Lead

Term B Loans held by such Consenting Lender: $199,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Teachers Advisors, Inc., on behalf of TIAA-CREF Core Bond Fund, as a Consenting Lender

By: /s/ Patrice Pippins-Boardraye

Name: Patrice Pippins-Boardraye

Title: Lead

Term B Loans held by such Consenting Lender: $199,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Teachers Insurance and Annuity Association of America, as a Consenting Lender

By: Teachers Advisors, LLC, a Delaware limited liability company, its investment manager

By: /s/ Patrice Pippins-Boardraye

Name: Patrice Pippins-Boardraye

Title: Lead

Term B Loans held by such Consenting Lender: $3,241,875.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

The Bank of East Asia, Limited, New York Branch, as a Consenting Lender

By: /s/ Joanna Yu

Name: Joanna Yu

Title: VP

By: /s/ Victor Chern

Name: Victor Chern

Title: VP

Term B Loans held by such Consenting Lender: $11,970,000

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

YARI FUNDING ULC, as a Consenting Lender

By: /s/ Shamim Rayhan

Name: Shamim Rayhan

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $997,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

The Standard Fire Insurance Company, as a Consenting Lender

By: /s/ Mark W. Vandermyde

Name: Mark W. Vandermyde

Title: Senior Vice President

[[For Lenders requiring a second signature block]

By ______________________________

Name:

Title:]

Term B Loans held by such Consenting Lender: $997,500

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Trinitas CLO XXII, Ltd., as a Consenting Lender

By: Gibran Mahmud

As: Chief Executive Officer of Trinitas Capital Management LLC as Asset Manager

By: /s/ Gibran Mahmud

Name: Gibran Mahmud

Title: Chief Investment Officer

Term B Loans held by such Consenting Lender: $2,992,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Trimaran CAVU 2021-1 Ltd, as a Consenting Lender

By: Trimaran Advisors, L.L.C.

By: /s/ Maureen K. Peterson

Name: Maureen K. Peterson

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $498,750.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Trimaran CAVU 2021-2 Ltd, as a Consenting Lender

By: /s/ Maureen K. Peterson

Name: Maureen K. Peterson

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $498,750.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Trimaran CAVU 2021-3 Ltd., as a Consenting Lender

By: /s/ Maureen K. Peterson

Name: Maureen K. Peterson

Title: Authorized Signatory

Term B Loans held by such Consenting Lender: $S498,750.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Trinitas CLO XVI, Ltd., as a Consenting Lender

By: /s/ Gibran Mahmud

Name: Gibran Mahmud

Title: Chief Investment Officer

Term B Loans held by such Consenting Lender: $249,375.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Trinitas CLO XVII, Ltd, as a Consenting Lender

By: /s/ Gibran Mahmud

Name: Gibran Mahmud

Title: Chief Investment Officer

Term B Loans held by such Consenting Lender: $249,375.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Trinitas CLO XVIII, Ltd, as a Consenting Lender

By: /s/ Gibran Mahmud

Name: Gibran Mahmud

Title: Chief Investment Officer

Term B Loans held by such Consenting Lender: $249,375.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Trinitas CLO IX, Ltd., as a Consenting Lender

By: /s/ Gibran Mahmud

Name: Gibran Mahmud

Title: Chief Investment Officer

Term B Loans held by such Consenting Lender: $249,375.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Trinitas CLO VI, Ltd., as a Consenting Lender

By: /s/ Gibran Mahmud

Name: Gibran Mahmud

Title: Chief Investment Officer

Term B Loans held by such Consenting Lender: $249,375.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Trinitas CLO VII, LTD., as a Consenting Lender

By: /s/ Gibran Mahmud

Name: Gibran Mahmud

Title: Chief Investment Officer

Term B Loans held by such Consenting Lender: $249,375.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Trinitas CLO XI, Ltd., as a Consenting Lender

By: /s/ Gibran Mahmud

Name: Gibran Mahmud

Title: Chief Investment Officer

Term B Loans held by such Consenting Lender: $249,375.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

New York State Insurance Fund, as a Consenting Lender

By: Voya Investment Management Co. LLC

as its Investment Manager

By: /s/ Romain Catois

Name: Romain Catois

Title: VP Portfolio Manager

Term B Loans held by such Consenting Lender: $498,750.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Independent Bank, as a Consenting Lender

By: /s/ Travis Brooks

Name: Travis Brooks

Title: Vice President

Term B Loans held by such Consenting Lender: $4,588,500.00

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

Signature page to Amendment No. 1 dated as of the date first above written

Bain Capital Credit CLO 2022-6, Limited, as a Consenting Lender

By: Bain Capital Credit CLO Advisors, LP, as Portfolio Manager

By: /s/ Andrew Viens

Name: Andrew Viens

Title: Managing Director

Term B Loans held by such Consenting Lender: $141,155.66

PROCEDURE FOR LENDERS:

The above-named Lender elects to:

EXHIBIT A

FORM OF MASTER 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 each Assignor **** identified in Section I below (each, an “Assignor”) and JPMorgan Chase Bank, N.A. (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto 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, each Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the applicable Assignor, 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 applicable Assignor’s rights and obligations in its capacity as a Lender 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 applicable Assignor under the respective facilities identified below (including 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 applicable Assignor (in its capacity as a Lender) 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 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 pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to any Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by any Assignor.

1.	Assignor:	Each person identified on Schedule I hereto
2.	Assignee:	JPMorgan Chase Bank, N.A.
3.	Borrower:	H.B. Fuller Company
4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement
5.	Credit Agreement:	The Second Amended and Restated Credit Agreement dated as of February 15, 2023 among H.B. Fuller Company, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties from time to time party thereto

Effective Date: [_____________ ___], 2023

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNEE<br> JPMORGAN CHASE BANK, N.A.
By:
	Name:
	Title:
Consented to and Accepted:
---
JPMORGAN CHASE BANK, N.A.., as Administrative Agent
By:
Title:

Consented to:<br> H.B. FULLER COMPANY
By:
	Name:
	Title:

ANNEX I

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

Representations and Warranties.

1.1 Assignor. Each Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (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 (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 Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, (iv) any requirements under applicable law for the Assignee to become a lender under the Credit Agreement or to charge interest at the rate set forth therein from time to time or (v) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The 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 and under applicable law, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (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 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, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Collateral Agent, any Co-Lead Arranger, any Co-Syndication Agent, any Co-Documentation Agent or any other Lender or any of their respective Related Parties, and (vi) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Collateral Agent, any Co-Lead Arranger, any Co-Syndication Agent, any Co-Documentation Agent, the Assignor or any other Lender or any of their respective Related Parties, 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.

Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the applicable Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.
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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and each Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Approved Electronic Platform shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.SCHEDULE I

Loans

Aggregate Amount of Term B Loans for all Lenders	Amount of<br> Term B Loans Assigned	Amount of<br> Term B Loans held immediately following the Effective Date	Percentage Assigned of Term B Loans
$	$	$0.00	%
$	$	$0.00	%
$	$	$0.00	%

ex_540582.htm

Exhibit 31.1

CERTIFICATION

I, Celeste B. Mastin, certify that:

1.	I have reviewed this report on Form 10-Q of H.B. Fuller Company;
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(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-115(e) and 15d-115(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(s) 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.
---	---
Date: September 28, 2023<br><br> <br><br><br> <br><br><br> <br>/s/ Celeste B. Mastin
---
Celeste B. Mastin<br><br> <br>President and Chief Executive Officer

ex_540583.htm

Exhibit 31.2

CERTIFICATION

I, John J. Corkrean, certify that:

1.	I have reviewed this report on Form 10-Q of H.B. Fuller Company;
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(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-115(e) and 15d-115(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:
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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;
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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;
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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
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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
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5.	The registrant's other certifying officer(s) 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):
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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
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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.
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Date: September 28, 2023<br><br> <br><br><br> <br><br><br> <br>/s/ John J. Corkrean
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John J. Corkrean<br><br> <br>Executive Vice President, Chief Financial Officer

ex_540584.htm

Exhibit 32.1

CERTIFICATION

I, Celeste B. Mastin, in connection with the Quarterly Report of H.B. Fuller Company on Form 10-Q for the quarter ended September 2, 2023 (the “Report”), hereby certify that:

(a)	the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), and
(b)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of H.B. Fuller Company.
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Date: September 28, 2023

/s/ Celeste B. Mastin
Celeste B. Mastin<br><br> <br>President and Chief Executive Officer

ex_540585.htm

Exhibit 32.2

CERTIFICATION

I, John J. Corkrean, in connection with the Quarterly Report of H.B. Fuller Company on Form 10-Q for the quarter ended September 2, 2023 (the “Report”), hereby certify that:

(a)	the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), and
(b)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of H.B. Fuller Company.
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Date: September 28, 2023

/s/ John J. Corkrean
John J. Corkrean<br><br> <br>Executive Vice President, Chief Financial Officer