Common use of Amendment Effective Date Clause in Contracts

Amendment Effective Date. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied: (a) This Amendment shall have been duly executed by each of the Borrower and the Lender. (b) No Default or Event of Default shall exist or have occurred and be continuing (after giving effect to the provisions of this Amendment). (c) The representations and warranties of each Loan Parties contained in this Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons). (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth herein.

Amendment Effective Date. This Amendment The amendments to and the restatement of the Existing Credit Agreement provided for herein shall not become effective as of until the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:is satisfied (or waived in accordance with Section 9.02): (a) This Amendment shall have been duly executed by each of the Borrower and the Lender. The Administrative Agent (bor its counsel) No Default or Event of Default shall exist or have occurred and be continuing (after giving effect to the provisions of this Amendment). (c) The representations and warranties of each Loan Parties contained in this Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons). (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from counterparts of this Agreement that, when taken together, bear the signatures of the Borrower that all consents needed under and the Existing Loan Documents have been obtained and Required Lenders or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of executed modifications signed signature pages of this Agreement) that the Borrower and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the LenderRequired Lenders have signed counterparts of this Agreement. (ib) The Lender Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Responsible Vice President or a Financial Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth hereinin paragraphs (a) and (b) of Section 4.02. (c) The Borrower shall be in Pro Forma Compliance and no Default shall have occurred and be continuing. (d) The Tritel Transactions shall have been consummated and the Administrative Agent shall have received (i) copies of the executed documentation governing such transactions, each certified by the Secretary or Assistant Secretary of the Borrower as a true and correct copy and (ii) such other documents relating thereto reasonably requested by the Administrative Agent, its counsel or the Lenders. (e) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions shall have been obtained. (f) The Administrative Agent shall have received an updated Perfection Certificate (giving effect to the Tritel Transactions and the AT&T Swap) dated the Amendment Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all documents and instruments including Uniform Commercial Code financing statements and amendments to financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect (or continue to perfect) the Liens intended to be created under the Security Agreement. (a) shall become effective upon the date on which each of the conditions contained in paragraphs (a) and (c) of this Section 4.03 are satisfied (or waived in accordance with Section 9.02).

Amendment Effective Date. This Refinancing Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied: (a) This Amendment The Lead Arranger and the Administrative Agent shall have been received (i) a counterpart signature page of this Refinancing Amendment duly executed by each of the Borrower Borrower, the Administrative Agent and the each Additional Tranche B-7 Lender and (ii) a Lender Addendum executed and delivered by each Continuing Tranche B-7 Lender. (b) No Default or Event The conditions set forth in Sections 4.03(a) and (b) of Default shall exist or have occurred and be continuing (after giving effect to the provisions of this Amendment). (c) The representations and warranties of each Loan Parties contained in this Amendment and each other Loan Documents Credit Agreement shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) satisfied on and as of the Amendment Effective Date, except to and the extent that such representation Lead Arranger and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender the Administrative Agent shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. certificate (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory acceptable to the Lender (Lead Arranger and the Borrower hereby instructs such counsel to deliver such opinion to such PersonsAdministrative Agent). (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated as of the Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions to such effect. (c) The representations and warranties set forth in Sections 4(b) and 4(c) of this Section Refinancing Amendment shall be true and correct in all respects on and as of the Amendment Effective Date, and the Lead Arranger and the Administrative Agent shall have received a certificate (in form and substance reasonably acceptable to the Lead Arranger Administrative Agent), dated as of the Amendment Effective Date and signed by a Financial Officer of the Borrower, certifying as to such representations and warranties. (d) The Lead Arranger and the Administrative Agent shall have received the favorable legal opinions of (i) Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ US LLP, New York counsel to the Loan Parties, and (ii) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., general counsel of the Borrower, in each case addressed to the Tranche B-7 Lenders, the Administrative Agent and the Collateral Agent and dated the Amendment Effective Date, which opinions shall be in form and substance reasonably satisfactory to the Lead Arranger and the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions. (e) The Lead Arranger and the Administrative Agent shall have received a Borrowing Request in respect of the Tranche B-7 Term Loans, which shall be in compliance with the conditions notice requirements set forth hereinin Section 2.03 of the Credit Agreement as amended hereby. (f) The Lead Arranger and the Administrative Agent shall have received such documents and certificates as the Lead Arranger, the Administrative Agent or their counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of execution, delivery and performance of this Refinancing Amendment, the performance of the Credit Agreement and each other applicable Loan Document and any other legal matters relating to the Wireline Companies or the Loan Documents, all in form and substance reasonably satisfactory to the Lead Arranger, the Administrative Agent and their counsel. (g) Each Loan Party not a party hereto shall have entered into a reaffirmation agreement in form and substance reasonably satisfactory to the Lead Arranger and the Administrative Agent. (h) The Borrower shall have paid (i) to the Administrative Agent for the account of each Tranche B-7 Lender an upfront fee (which fee may, at the election of the Lead Arranger, be structured as original issue discount) (the “Upfront Fee”) in an amount equal to 0.50% of the principal amount of Tranche B-7 Term Loans made or held by such Tranche B-7 Lender on the Amendment Effective Date immediately after giving effect to this Refinancing Amendment and the transactions contemplated hereby, which Upfront Fee shall be fully earned and due and payable on the Amendment Effective Date, and (ii) all other fees and amounts due and payable pursuant to this Refinancing Amendment and/or any letter agreements or fee letters by and between the Borrower and the Lead Arranger (collectively, “Engagement Letter”), including, to the extent invoiced, reimbursement or payment of documented and reasonable out-of-pocket expenses in connection with this Refinancing Amendment and any other out-of-pocket expenses of the Lead Arranger and the Administrative Agent required to be paid or reimbursed pursuant to the Credit Agreement or the Engagement Letter; provided that it is understood and agreed that the Additional Tranche B-7 Lenders may net the fees and expenses described in this paragraph from the proceeds of the Additional Tranche B-7 Term Loans prior to providing such proceeds to the Administrative Agent for distribution to the Borrower. (i) The Tranche B-7 Lenders shall have received, no later than three Business Days prior to the Amendment Effective Date, all documentation and other information about the Borrower and the Guarantors as has been reasonably requested by the Lead Arranger, the Administrative Agent or any Tranche B-7 Lender that such Person reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Act, that has been reasonably requested at least five Business Days in advance of the Amendment Effective Date. (j) The prepayment of (i) the Existing Tranche B-5 Term Loans of the Non-Continuing Tranche B-5 Lenders and (ii) the Non-Allocated Existing Term Loans of the Continuing Tranche B-7 Lenders, in each case, shall have been consummated or, substantially concurrently with the incurrence (or continuation) of the Tranche B-7 Term Loans, shall be consummated. The Administrative Agent shall notify the Borrower and the Tranche B-7 Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.

Amendment Effective Date. This Amendment amendment and restatement of the Existing Senior Secured Credit Agreement shall not become effective as of until the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.02): (a) This Amendment The Administrative Agent shall have been duly received (i) counterparts of this Agreement and the Collateral and Guarantee Agreement, in each case, executed by each of the Administrative Agent, the Collateral Agent, the Required Lenders, the Borrower and the LenderGuarantors, (ii) Amendment Effective Date Lender Consents and commitments from Lenders and/or prospective Lenders representing 100% of the aggregate outstanding principal amount of the Amendment Effective Date Term Loans and 100% of the Revolving Commitments, and (iii) the Perfection Certificate dated as of the Amendment Effective Date and executed by the Borrower. (b) No Default or Event of Default The Administrative Agent shall exist or have occurred and be continuing received customary written opinions (after giving effect addressed to the provisions Administrative Agent and the Lenders and dated the Amendment Effective Date) of (a) the general counsel of the Borrower and (b) ▇▇▇▇ ▇▇▇▇▇ LLP and other counsel for the Loan Parties, covering such other customary matters relating to the Borrower, this Amendment)Agreement or the Transactions as the Lenders shall reasonably request and otherwise in form and substance reasonably satisfactory to the Administrative Agent. (c) The representations and warranties of each Loan Parties contained in this Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender Administrative Agent shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender Administrative Agent or its counsel may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters the Loan Parties and the authorization of the Transactions relating to the Borrower, the Loan Documents Subsidiaries, this Agreement or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLPTransactions, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, all in form and substance reasonably satisfactory to the Lender Administrative Agent and its counsel, it being agreed that a certificate from the Secretary or Assistant Secretary (and or other individual performing similar functions) certifying that any certified copies of any articles or certificate of incorporation or formation, operating agreement, partnership agreement, bylaws or similar organizational documents delivered to the Borrower hereby instructs such counsel Administrative Agent with respect to deliver such opinion to such Personsthe Subsidiary Loan Parties in connection with the closing of the Existing Senior Secured Credit Agreement have not been amended, supplemented or otherwise modified since the date of certification thereof shall satisfy the requirements of this clause (c). (gd) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Financial Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth hereinin paragraphs (a) and (b) of Section 4.02. (e) [Intentionally omitted]. (f) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to it on or prior to the Amendment Effective Date and to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (g) [Intentionally omitted]. (h) [Intentionally omitted]. (i) [Intentionally omitted]. (j) The Administrative Agent and each Lender shall have received at least three (3) Business Days prior to the Closing Date (or such shorter period as the Administrative Agent may agree) (i) all such documentation and other information as shall have been reasonably requested by it in order to enable it to comply with the requirements of the USA Patriot Act and any other “know your customer” or similar laws or regulations and (ii) a Beneficial Ownership Certification. (k) On the Amendment Effective Date, (i) after giving effect to the consummation of the Transactions and any rights of contribution, the Borrower and its Restricted Subsidiaries, taken as a whole, shall be Solvent and the Loan Parties, taken as a whole, shall be Solvent and (ii) the Administrative Agent shall have received a solvency certificate from the Financial Officer of the Borrower in form and substance satisfactory to the Administrative Agent, dated as of the Amendment Effective Date and addressed to the Agents and the Lenders, in each case in form, scope and substance satisfactory to the Administrative Agent. (l) [Intentionally omitted]. (m) [Intentionally omitted]. (n) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03(b). The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.

Amendment Effective Date. This Refinancing and Incremental Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied: (a) This Amendment The Administrative Agent shall have been received (i) a counterpart signature page of this Refinancing and Incremental Amendment duly executed by each of the Borrower and the Administrative Agent and (ii) a Lender Addendum or a counterpart to this Refinancing Amendment, as applicable, executed and delivered by each New Tranche B-6 Term Lender. (b) No Default or Event The conditions set forth in Sections 4.03(a) and (b) of Default shall exist or have occurred and be continuing (after giving effect to the provisions of this Amendment). (c) The representations and warranties of each Loan Parties contained in this Amendment and each other Loan Documents Credit Agreement shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) satisfied on and as of the Amendment Effective Date, except to and the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender Administrative Agent shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. certificate (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory acceptable to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such PersonsAdministrative Agent). (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated as of the Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions to such effect. (c) The representations and warranties set forth in Section 4(c) of this Refinancing and Incremental Amendment shall be true and correct in all respects on and as of the Amendment Effective Date, and the Administrative Agent shall have received a certificate (in form and substance reasonably acceptable to the Administrative Agent), dated as of the Amendment Effective Date and signed by a Financial Officer of the Borrower, certifying as to such representations and warranties, together with reasonably detailed calculations demonstrating compliance with clauses (ii) and (iii) of such Section 4(c). (d) The Administrative Agent shall have received the favorable legal opinions of (i) Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ US LLP, New York counsel to the Loan Parties, and (ii) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., general counsel of the Borrower, in each case addressed to the Lenders, the Administrative Agent, the Collateral Agent and each Issuing Bank and dated the Amendment Effective Date, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions. (e) The Administrative Agent shall have received a Borrowing Request in respect of the New Tranche B-6 Term Loans, which shall be in compliance with the conditions notice requirements set forth hereinin Section 2.03 of the Credit Agreement as amended hereby. (f) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of execution, delivery and performance of this Refinancing and Incremental Amendment, the performance of the Credit Agreement and each other applicable Loan Document and any other legal matters relating to the Wireline Companies or the Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (g) Each Loan Party not a party hereto shall have entered into a reaffirmation agreement in form and substance reasonably satisfactory to the Administrative Agent. (h) The Borrower shall have paid all fees and amounts due and payable pursuant to this Refinancing and Incremental Amendment and/or any letter agreements or fee letters by and between the Borrower and the Lead Arranger (collectively, “Engagement Letter”), including, to the extent invoiced, reimbursement or payment of documented and reasonable out-of-pocket expenses in connection with this Refinancing and Incremental Amendment and any other out-of-pocket expenses of the Administrative Agent and the Lead Arranger required to be paid or reimbursed pursuant to the Credit Agreement or the Engagement Letter; provided that it is understood and agreed that the Additional Tranche B-6 Lenders may net the fees and expenses described in this paragraph from the proceeds of the Additional New Tranche B-6 Term Loans prior to providing such proceeds to the Administrative Agent for distribution to the Borrower. (i) The New Tranche B-6 Term Lenders shall have received, no later than three Business Days prior to the Amendment Effective Date, all documentation and other information about the Borrower and the Guarantors as has been reasonably requested by the Administrative Agent or any New Tranche B-6 Term Lender that such Person reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Act, that has been reasonably requested at least five Business Days in advance of the Amendment Effective Date. (j) The prepayment of (A) the Existing Tranche B-6 Term Loans of the Non-Continuing Tranche B-6 Lenders and (B) the Non-Allocated Term Loans of the Continuing Tranche B-6 Lenders, in each case, shall have been consummated or, substantially concurrently with the incurrence (or continuation) of the New Tranche B-6 Term Loans, shall be consummated. The Administrative Agent shall notify the Borrower and the New Tranche B-6 Term Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.

Amendment Effective Date. This The Amendment Effective Date shall become effective as be the date on which all of the first date conditions set forth below have been satisfied (or waived by the “Amendment Effective Date”Required Lenders): (1) on which each of the following conditions The Administrative Agent shall have been satisfied: (a) This Amendment shall have been duly received counterparts of this Amendment, executed by each of the Borrower and the LenderRequired Lenders. (b2) No Default The Administrative Agent shall have received resolutions of the board of directors of the Borrower, certified by its Secretary or Event Assistant Secretary, which authorize the execution, delivery and performance by the Borrower of this Amendment. (3) The Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower stating that (i) each of SenCom and Sakon is primarily engaged in a similar line of business as the Borrower, Titan Wireless, Inc. or Titan Systems Corporation as of the Closing Date; (ii) all or substantially all of the assets owned by SenCom are located in the United States and SenCom is organized under the laws of the United States or a state thereof or the District of Columbia; and (iii) immediately before and after giving effect to this Amendment and the Acquisitions, no Default shall exist or have occurred and be continuing or would result therefrom (after giving effect to including under Section 8.1 of the provisions of this AmendmentCredit Agreement). (c4) The representations Administrative Agent shall have received a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding the Acquisitions (prepared in good faith and warranties in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1 of the Credit Agreement) giving PRO FORMA effect in accordance with the Credit Agreement to the consummation of the Acquisitions and evidencing compliance with the covenants set forth in Section 8.4 of the Credit Agreement. (5) The Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying as to a true and complete copy of each Loan Parties contained purchase agreement, and (to the extent available) all other documents and instruments delivered in this Amendment connection with the consummation of the Acquisitions and each other Loan Documents that are required to be delivered pursuant to the terms of the relevant purchase agreement and the Administrative Agent shall be true satisfied with all such agreements, documents and correct in instruments and all material respects (oramendments, if waivers or other modifications of, or other forebearance to exercise any rights with respect to, any of the terms or provisions of such representation or warranty is subject purchase agreements, documents and instruments and the exhibits and schedules thereto. To the exent that certain documents and instruments that are required to a materiality or Material Adverse Effect qualification, in all respects) be delivered pursuant to the terms of the relevant purchase agreement are not available on and as of the Amendment Effective Date, except the Borrower shall provide such documents and instruments to the extent that such representation and warranties specifically refer to an earlier date, in which case Administrative Agent as soon as they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier datebecome available. (d) The Lender shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons). (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth herein.

Amendment Effective Date. This Amendment shall become effective as of be binding upon the first date Administrative Agent, Borrower, the Increasing Lenders, and each other Lender on the last day (the “Amendment Effective Date”"AMENDMENT EFFECTIVE DATE") on upon which each of the following conditions shall have been satisfied: (a) This counterparts of this Amendment shall have been duly executed and delivered to Administrative Agent by each of Borrower, Administrative Agent, the Borrower Increasing Lenders, and the Lender. Requisite Lenders (b) No Default or Event of Default shall exist or have occurred and be continuing (after giving effect determined immediately prior to the provisions of this Amendment). (c) The representations and warranties of each Loan Parties contained in this Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date, except without giving effect to the Supplemental Commitments or the addition of the New Lenders), or when Administrative Agent shall have received, telecopied, telexed, or other evidence satisfactory to it that all such parties have executed and are delivering to Administrative Agent counterparts thereof; (b) the Revolving Notes (if any have been previously been requested by the Increasing Lenders) are executed by Borrower and delivered in accordance with PARAGRAPH 1.5 hereof; (c) Borrower shall have paid to Administrative Agent (for distribution to the Increasing Lenders) the upfront fee payable to each of the Increasing Lenders in the respective amounts set forth as the "SECOND AMENDMENT UPFRONT FEE" on ANNEX B for each Increasing Lender; (d) Borrower shall have repaid all outstanding Loans, to the extent that any such representation and warranties specifically refer Loans are outstanding (without giving effect to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as any Loans made after the effectiveness of such earlier date. (d) The Lender shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. this Amendment); (e) The Lender Borrower shall have received such other documents delivered to Administrative Agent copies (certified by the Secretary or Assistant Secretary of Borrower) of all corporate action taken by Borrower to authorize the execution, delivery, and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvencyperformance of this Amendment, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. related Debt incurrence; and (f) The Lender Borrower shall have received delivered to Administrative Agent an opinion of ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender Administrative Agent and dated the Amendment Effective DateLenders, in form and substance reasonably satisfactory acceptable to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons)Administrative Agent. (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth herein.

Amendment Effective Date. This Amendment shall become effective as of on the first date (the “Amendment Effective Date”"AMENDMENT EFFECTIVE DATE") on which each of the following conditions shall have been are satisfied: (ai) This Amendment The Administrative Agent shall have been duly received (i) this Amendment, executed and delivered by each of the Administrative Agent, the Borrower and the LenderRequired ESD Banks (it being understood that any amendment contained herein which requires consent of each Existing Bank shall be enforceable against such Existing Bank upon delivery of this Amendment by the Administrative Agent, the Borrower and the Existing Bank), (ii) the L/C Agreement, executed and delivered by the Administrative Agent, the Borrower and the banks parties thereto, (iii) the Guarantee and Collateral Agreement, executed and delivered by the Borrower and each Subsidiary Guarantor, (iv) an Acknowledgement and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein), if any, that is not a Credit Party and (v) the Collateral Sharing Agreement, executed and delivered by the Collateral Agent and the Borrower. (bii) No Default or Event of Default All governmental and third party approvals necessary in connection with the Transactions shall exist or have occurred been obtained and be continuing (after giving effect to the provisions of this Amendment)in full force and effect. (ciii) The representations Banks and warranties the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Amendment Effective Date. (iv) Administrative Agent shall have received a certificate of each Loan Parties contained in this Amendment and each other Loan Documents shall be true and correct in all material respects (orCredit Party, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of dated the Amendment Effective Date, except to substantially in the extent that such representation form of Exhibit D, with appropriate insertions and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier dateattachments. (dv) The Lender Administrative Agent shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as following executed legal opinions: i. the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Sidley Austin LLP, counsel to the Borrower, addressed substantially in the form of Exhibit E-1; and ii. the legal opinion of in-house counsel to the Lender Borrower, substantially in the form of Exhibit E-2. Each such legal opinion shall cover such other matters incident to the Transactions as the Administrative Agent may reasonably require. (vi) To the extent not already held by the Collateral Agent, the Collateral Agent shall have received, to the extent required by the Guarantee and dated Collateral Agreement, the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof; PROVIDED, that no such certificates shall be required to be delivered on the Amendment Effective Date. If the closing of the Alcatel Merger shall not occur by or before March 31, in form and substance reasonably satisfactory to the Lender (and 2007, then the Borrower hereby instructs such counsel shall be required to deliver such opinion to such Persons)satisfy the requirements of this clause (vi) by or before April 30, 2007. (gvii) The Borrower Each document (including any Uniform Commercial Code financing statement) required by the Guarantee and Collateral Agreement or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02 of the External Sharing Debt Agreement), shall have paid (i) all feesbe in proper form for filing, costs and expenses registration or recordation; PROVIDED, that any additional filing with the U.S. Patent Office shall not be required to the extent that statements for such expenses shall have been delivered to the Borrower filed, registered or recorded on or prior to the Amendment Effective Date Date. If the closing of the Alcatel Merger shall not occur by or before March 31, 2007, then the Borrower shall be required to satisfy the requirements of this clause (including all such legal fees and expenses of ▇▇▇▇▇▇vii) with respect to any additional filing with the U.S. Patent Office by or before April 30, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith)2007. (hviii) The Lender Collateral Agent shall have received (i) confirmation from insurance certificates satisfying the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence requirements of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer Section 5.2 of the Borrower, confirming satisfaction of the conditions set forth in this Section Guarantee and compliance with the conditions set forth hereinCollateral Agreement.

Amendment Effective Date. This The Amendment Effective Date shall become effective as of be the first date on which each condition set forth below is satisfied or waived: a. The Administrative Agent (or its counsel) shall have received duly executed counterparts of this Amendment from the Borrower and each Incremental Revolving Commitment Lender. b. The Administrative Agent (or its counsel) shall have received duly executed copies of the Affirmation of Guaranty, substantially in the form set forth in Exhibit I to this Amendment (the “Amendment Effective DateAffirmation of Guaranty”), from each Guarantor. c. The Administrative Agent shall have received (i) on which each either (x) a copy of the following conditions shall have been satisfied: (a) This Amendment shall have been duly executed by each Organization Documents, including all amendments thereto, of the Borrower and each Guarantor, certified, if applicable, as of a recent date by the LenderSecretary of State or other competent authority of the state of its organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable law (where relevant) of the Borrower and each Guarantor as of a recent date from the Amendment Effective Date, from such Secretary of State, similar Governmental Authority or other competent authority or (y) certification that the Organization Documents of the Borrower and each Guarantor have not changed since the versions previously provided to the Administrative Agent and (ii) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable law or director of the Borrower and each Guarantor dated the Amendment Effective Date and certifying (where relevant) (A) that either (x) attached thereto is a true and complete copy of the Organization Documents of the Borrower and each Guarantor as in effect on the Amendment Effective Date or (y) certifying that the Organization Documents of the Borrower and each Guarantor have not changed since the versions previously provided to the Administrative Agent, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of the Borrower and each Guarantor authorizing the execution, delivery and performance of this Amendment and the Affirmation of Guaranty, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Borrower and each Guarantor have not been amended since the date of the last amendment shown on such certificate, (D) as to (if applicable) the incumbency and specimen signature of each officer executing this Amendment on behalf of the Borrower and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable law executing the certificate pursuant to clause (ii) above and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization. (b) No Default or Event of Default shall exist or have occurred and be continuing (after giving effect to the provisions of this Amendment). (c) d. The representations and warranties of each Loan Parties Party contained in Article V of the Credit Agreement, this Amendment and each or any other Loan Documents Document shall be true and correct in all material respects (or, if in the case of such representation or warranty is representations and warranties which are not otherwise subject to a materiality or Material Adverse Effect qualificationqualification in accordance with its terms, shall be correct in all material respects, in all respects) each case on and as of the Amendment Effective Date, except to the extent that such representation representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender e. No Default shall have received such customary certificates of resolutions exist before, or other actionwould result from, incumbency certificates and/or other certificates of Responsible Officers the incurrence of the Borrower as Incremental Revolving Commitment on the Lender may require evidencing Amendment Effective Date or any related Revolving Credit Loans contemplated hereby or the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing application of the Borrower and any other legal matters relating to proceeds thereof, or the Borrower, the Loan Documents or consummation of the transactions contemplated therebyherein. (f) f. The Lender Administrative Agent shall have received an opinion received, on behalf of ▇▇▇▇▇▇ itself, the Collateral Agent and the Lenders, on the Amendment Effective Date, customary written opinions of K▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons). (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, & E▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith)LLP, special counsel for the Borrower. (h) g. The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section and (i) compliance with the conditions precedent set forth hereinin paragraphs (d) and (e) above and (ii) that after giving Pro Forma Effect to the increase of the Revolving Credit Commitments contemplated in this Amendment (assuming that all such Incremental Revolving Commitments are drawn in full and excluding the cash proceeds of such Incremental Revolving Commitments) and after giving effect to any Specified Transaction consummated in connection therewith and all other appropriate Pro Forma Adjustments, the First Lien Net Leverage Ratio does not exceed 4:25:1.00. h. The Borrower shall have paid (or caused to be paid) to each Incremental Revolving Commitment Lender (i) the full amount of all fees required to be paid by the Borrower on or prior to the Amendment Effective Date pursuant to the Amendment No. 1 Fee Letter (as defined in Section 2(b) of this Amendment), and (ii) all reasonable and documented or invoiced out-of-pocket costs of the Administrative Agent and expenses due and payable under the Credit Agreement or the Fee Letter.

Amendment Effective Date. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:satisfied (or waived by the Administrative Agent): (a) This Amendment the Administrative Agent (or its counsel) shall have been received a counterpart signature page of this Amendment duly executed by Holdings, the Borrower and each other Loan Party, the Administrative Agent, the Issuing Bank, each Amendment No. 15 L▇▇▇▇▇ and the other existing Lenders party hereto (who constitute the Required Lenders); (b) the Administrative Agent (or its counsel) shall have received a certificate signed by a Responsible Officer of each Loan Party referred to in clause (a), in substantially the form delivered on the Closing Date, (i) certifying that the articles of formation (or equivalent document) of such Loan Party, certified by the appropriate Governmental Authority of the state of formation of such Loan Party, and the operating agreement (or equivalent document) of such Loan Party, either (x) has not been amended since the prior date of delivery or (y) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and certified as true and complete as of a recent date by the appropriate Governmental Authority of the state of formation of such Loan Party, (ii) certifying that attached thereto are the resolutions of the board of directors or other comparable managing body of such Loan Party approving the Amendment, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a Responsible Officer of such Loan Party as of the Amendment Effective Date to be true and correct and in force and effect as of such date, (iii) certifying as to the incumbency and genuineness of the signatures of the officers or other authorized signatories of such Loan Party executing this Amendment and (iv) attaching the good standing certificates described in clause (d) of this Section 6; (c) the Administrative Agent (or its counsel) shall have received, on behalf of itself and the Amendment No. 15 Lenders on the Amendment Effective Date, a customary written opinion of (i) D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel for Holdings, the Borrower and certain of the Subsidiary Guarantors, (ii) Morris, Nichols, Arsht & T▇▇▇▇▇▇ LLP in its capacity as special Delaware counsel for Holdings, the Borrower and the Lender.Subsidiary Guarantors and (iii) M▇▇▇▇▇▇ W▇▇▇▇ LLP in its capacity as special Virginia counsel for certain of the Subsidiary Guarantors; (bd) No Default the Administrative Agent (or Event its counsel) shall have received a certificate of Default shall exist or have occurred and be continuing good standing (after giving effect to the provisions extent such concept exists in the relevant jurisdiction) with respect to the Loan Parties referred to in clause (a) above, certified as of this Amendment).a recent date by the appropriate Governmental Authority of the state of formation; (ce) The the Administrative Agent (or its counsel) shall have received all documentation and other information, at least two Business Days prior to the Amendment Effective Date, required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act (in each case to the extent so requested no less than ten Business Days prior to the Amendment Effective Date); (f) all fees and expenses required to be paid by (or on behalf of) the Borrower to the Administrative Agent (including pursuant to Section 9.03 of the Existing Credit Agreement and pursuant to Section 8 hereof) or the Amendment No. 15 Lead Arrangers pursuant to any engagement letter or fee letter with the Borrower on or before the Amendment Effective Date shall have been (or shall substantially contemporaneously be) paid in full in cash (to the extent invoiced at least three Business Days prior to the Amendment Effective Date); (g) the Administrative Agent shall have received (x) a notice of prepayment of the Existing Loans and (y) a Borrowing Request in respect of the Amendment No. 15 Term Loans to be made on the Amendment Effective Date in accordance with the requirements of the Existing Credit Agreement; (h) the representations and warranties set forth in Article 3 of each Loan Parties contained in this Amendment and each other Loan Documents the Amended Credit Agreement shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date with the same effect as though such representations and warranties had been made on the Amendment Effective Date, except ; provided that to the extent that such any representation and warranties warranty specifically refer refers to an earlier datea given date or period, in which case they it shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date.date or for such period; and (di) The Lender shall have received such customary certificates no Event of resolutions or other actionDefault under Section 7.01(a), incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender or (g) of the Amended Credit Agreement shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel exist immediately prior to or after giving effect to the Borrowereffectiveness of this Amendment. By executing this Amendment, addressed the Amendment No. 15 Lenders, any existing Lenders party hereto and the Administrative Agent shall be deemed to have consented to, approved or accepted, or be satisfied with, or have waived, all conditions hereto and to the Lender Amendment Effective Date. The Administrative Agent shall post a notice of effectiveness and dated occurrence of the Amendment Effective Date, in form which shall be conclusive. The Administrative Agent, the Amendment No. 15 Lenders and substance reasonably satisfactory to the Lender (any existing Lenders party hereto acknowledge and the Borrower hereby instructs such counsel to deliver such opinion to such Persons). (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent agree that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇is September 22, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith)2025. (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth herein.

Amendment Effective Date. This Refinancing Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied: (a) This Amendment The Administrative Agent shall have been received (i) a counterpart signature page of this Refinancing Amendment duly executed by each of the Borrower Loan Parties and the LenderAdministrative Agent and (ii) a Lender Addendum or a counterpart to this Refinancing Amendment, as applicable, executed and delivered by each 2018 Term B Lender and by the Required Lenders (as determined after giving effect to the 2018 Term Loan B Loans and the refinancing of the Existing Term B Loans contemplated hereby). (b) No Default or Event of Default shall exist or have occurred and be continuing (after giving effect to the provisions of this Amendment). (c) The representations and warranties set forth in Section 4 of each Loan Parties contained in this Refinancing Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date, except to and the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender Administrative Agent shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. certificate (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory acceptable to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such PersonsAdministrative Agent). (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated as of the Amendment Effective Date and signed by a Responsible Officer of the Lead Borrower, confirming satisfaction certifying as to such representations and warranties. (c) The Administrative Agent shall have received an opinion from each of ▇▇▇▇▇ ▇▇▇▇▇ LLP, U.S. counsel to the Loan Parties and in-house corporate counsel of Parent, in each case, in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received a Committed Loan Notice in respect of the conditions set forth 2018 Term B Loans. (e) The Administrative Agent shall have received a notice of mandatory prepayment of Term Loans pursuant to Section 2.05(b)(v) of the Credit Agreement. (f) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Lead Borrower designating the 2018 Term B Loans as Refinancing Term Loans. (g) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of execution, delivery and performance of this Refinancing Amendment, the performance of the Credit Agreement and each other applicable Loan Document, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (h) The Borrowers shall have paid all fees and amounts due and payable pursuant to this Section Refinancing Amendment and/or any letter agreements or fee letters by and compliance between the Borrowers and the Lead Arrangers (collectively, “Engagement Letters”), including, to the extent evidenced by a written invoice, reimbursement or payment of documented and reasonable out-of-pocket expenses in connection with this Refinancing Amendment and any other out-of-pocket expenses of the Administrative Agent and the Lead Arrangers required to be paid or reimbursed pursuant to the Credit Agreement or the Engagement Letters. (i) The Administrative Agent and the Lead Arrangers shall have received at least one (1) Business Day prior to the Amendment Effective Date all documentation and other information about the Borrowers and the Guarantors as has been reasonably requested in writing at least three (3) Business Days prior to the Amendment Effective Date by the Administrative Agent and the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (j) The prepayment of (A) the Existing Term B Loans of the Non-Continuing Term B Lenders and (B) the Non-Allocated Term Loans of the Continuing Term B Lenders, in each case, shall have been consummated or, substantially concurrently with the conditions set forth hereinincurrence (or continuation) of the 2018 Term B Loans, shall be consummated, in each case with all accrued and unpaid interest on, and premiums and fees related to, the Existing Term B Loans to, but not including, the Amendment Effective Date. The Administrative Agent shall notify the Borrowers and the 2018 Term B Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.

Amendment Effective Date. This Amendment shall become effective as of the first date (such date, the “Fifth Amendment Effective Date”) on which each of the following conditions shall have been satisfied: (a) This Amendment the Administrative Agent (or its counsel) shall have been received a counterpart signature page of this Amendment duly executed by each of (i) the Parent Borrower and (ii) the Lender.Consenting Lenders constituting the Required Revolving Lenders (in each case, including by way of Electronic Signatures (as defined below)); (b) No Default or Event each of Default shall exist or have occurred and be continuing (after giving effect to the provisions of this Amendment). (c) The representations and warranties of each made by any Loan Parties contained Party in this Amendment and each other or pursuant to the Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respectsrespects if qualified by materiality) on and as of the Fifth Amendment Effective Date, immediately prior to and immediately after giving effect to this Amendment and the transactions contemplated hereby), as if made on and as of such date, except to the extent that such representation and warranties specifically refer to expressly made as of an earlier date, in which case they such representations and warranties shall be have been so true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date.; (c) all fees (including, for the avoidance of doubt, the consent fee separately agreed in writing between the Parent Borrower and the Consenting Lenders) required to be paid by the Parent Borrower in connection with this Amendment to the Administrative Agent and the Consenting Lenders shall have been paid substantially simultaneously with the Fifth Amendment Effective Date; and (d) The Lender no Default or Event of Default shall have received such customary certificates occurred and be continuing on the Fifth Amendment Effective Date or after giving effect to this Amendment and the Amended Credit Agreement. For purposes of resolutions determining whether the conditions specified in this ‎Section 3 have been satisfied, the Administrative Agent and each Consenting Lender that has executed this Amendment shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other actionmatter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Consenting Lender, incumbency certificates and/or other certificates of Responsible Officers as the case may be, as of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Fifth Amendment Effective Date, in form and substance reasonably satisfactory to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons). (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth herein.

Amendment Effective Date. This Amendment shall become effective as of the first date on which each of the conditions set forth in this Section E shall have been satisfied (or waived) (such date, the “Amendment Effective Date”): 1. the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of: (i) each Credit Party, (ii) the Administrative Agent and the Collateral Agent, (iii) each 2026-1 Additional Revolving Lender and each 2026-1 Additional Stand-Alone L/C Issuer and (iv) each Stand-Alone L/C Issuer; 2. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on the Amendment Effective Date) (1) all accrued and unpaid interest on the Revolving Loans to, but not including, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect to any issued and outstanding Revolving Letters of Credit to, but not including, the Amendment Effective Date and (3) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective Date, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement; 3. the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section E.7 and E.8 hereof have been satisfied as of the Amendment Effective Date; 4. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment Effective Date, certifying (a) a copy of the resolutions of the Authorizing Body (as defined therein) of each Credit Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment (and any agreements relating hereto) to which it is a party and (ii) in the case of the Borrower, the increase in commitments contemplated hereunder, (b) true and complete copies of the Organizational Documents of each Credit Party as of the Amendment Effective Date and (c) good standing certificates (to the extent such concept exists in the relevant jurisdiction of organization) of each Credit Party (or, in the case of clause (b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered to the Administrative Agent on the Closing Date or such later date on which each such Organizational Documents were most recently delivered to the Administrative Agent); 5. (i) all fees in the amounts previously agreed in writing to be received on the Amendment Effective Date and (ii) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 of the following conditions Credit Agreement, in each case, shall have been satisfied:paid to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower at least three (3) Business Days prior to the Amendment Effective Date; (a) This Amendment 6. the Administrative Agent shall have been duly executed received all documentation and other information with respect to the Credit Parties that is requested by each of the Borrower Administrative Agent or a Lender and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Lender. Beneficial Ownership Regulation, in each case, not later than the date that is three (b3) No Default or Event of Default shall exist or have occurred and be continuing (after giving effect Business Days prior to the provisions of this Amendment).Amendment Effective Date to the extent reasonably requested in writing at least ten (10) Business Days prior to the Amendment Effective Date by the Administrative Agent or such Lender; (c) The 7. the representations and warranties of each Loan Parties contained in this Amendment the Credit Agreement and each the other Loan Credit Documents shall be are true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Datedate hereof to the same extent as though made on and as of the date hereof, except to the extent that such representation representations and warranties specifically refer expressly relate to an earlier date, in which case they such representations and warranties were true and correct in all material respects on and as of such earlier date (it being understood and agreed that any representation or warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all material respects (or, if such representation on the applicable date); 8. no event has occurred and is continuing or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as would result from the consummation of such earlier date.the proposed transactions contemplated hereby that would constitute an Event of Default; (d) The Lender 9. the Administrative Agent shall have received such the executed customary certificates legal opinions of resolutions or other action(a) White & Case LLP, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating New York counsel to the solvency, organization, existence Credit Parties and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (fb) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons). (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith)., P.C., Pennsylvania counsel to the Credit Parties; (h) The Lender shall have received (i) confirmation from 10. on the Borrower that all consents needed under Amendment Effective Date, the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender Administrative Agent shall have received a certificatecertificate from the chief financial officer of the Borrower substantially in the form of Exhibit E to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder); and 11. the Cornerstone Acquisition shall be consummated substantially concurrently with the effectiveness of this Amendment in all material respects in accordance with the Cornerstone Acquisition Agreement. For purposes of determining compliance with the conditions specified in this Section E, dated by signing this Amendment, each Lender and L/C Issuer party hereto shall be deemed to have consented to, approved or accepted or to be satisfied with or waived (as applicable), each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender and L/C Issuer unless the Borrower and the Administrative Agent shall have received notice from such Lender and L/C Issuer prior to the Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth hereinspecifying its objection thereto.

Amendment Effective Date. This The Amendment shall become effective as of on the first date (the “Amendment Effective Date”) on which that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) This Amendment shall have been duly executed receipt by the Documentation Agent of counterparts hereof signed by each of the Borrower and parties hereto (or, in the Lender.case of any party as to which an executed counterpart shall not have been received, receipt by the Documentation Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party); (b) No Default receipt by the Documentation Agent of a duly executed Note (or Event Notes) for the account of Default shall exist each Lender becoming a Lender on the Effective Date, complying with Section 2.03; (c) receipt by the Documentation Agent of duly executed counterparts of an amendment of each Collateral Document, to the extent any such amendment is necessary or advisable (including the Subsidiary Guaranty Agreement and the amended Mortgages), together with opinions of local counsel referred to on Schedule 1 substantially in the form attached to Schedule 1 (and all Lenders hereby consent to all such amendments); (d) receipt by the Documentation Agent of evidence satisfactory to it that all accrued interest, fees and other amounts payable under the Agreement as in effect immediately prior to the Effective Date (including Section 2.06 thereunder, but excluding Section 2.12 thereunder) have occurred been paid in full; (e) receipt by the Documentation Agent of the consent to this Amendment of each Person that was a Lender immediately prior to the Effective Date but is not a Lender on or after the Effective Date (which may include being a signatory hereto); (f) receipt by the Documentation Agent of a certificate signed by the chief financial officer or treasurer of the Borrower certifying that, immediately before and be continuing (after giving effect to the provisions of this Amendment).transactions contemplated hereby on the Effective Date, no Default shall have occurred and be continuing; (cg) The receipt by the Documentation Agent of a certificate signed by the chief financial officer or treasurer of the Borrower certifying that the representations and warranties of each Loan Parties contained Obligor made in this Amendment and each other Loan or pursuant to the Financing Documents shall be are true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date; (h) receipt by the Documentation Agent of opinions of ▇▇▇▇▇, except Day, ▇▇▇▇▇▇ & ▇▇▇▇▇, special counsel to the extent that such representation Borrower, substantially to the effect of Exhibit B-1 hereto, and warranties specifically refer to an earlier date▇▇▇▇▇ ▇. ▇▇▇▇▇▇, in which case they shall be true Vice President and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers General Counsel of the Borrower as the Lender may require evidencing the identityBorrower, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating substantially to the solvencyeffect of Exhibit B-2 hereto, organization, existence and good standing of the Borrower and any other legal each covering such additional matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby.hereby as the Required Lenders may reasonably request; (fi) The Lender shall have received receipt by the Documentation Agent of an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons). (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇, special counsel for the Documentation Agent, substantially in connection herewith).the form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (hj) The Lender shall have received receipt by the Administrative Agent, for its own account and for the accounts of the Lenders and the Documentation Agent, of all fees payable on or before the Effective Date; and (ik) confirmation from receipt by the Documentation Agent of all documents it may reasonably request relating to the existence of the Borrower that and the Subsidiary Guarantors, the corporate authority for and the validity of the Financing Documents, and any other matters relevant hereto, all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory to the Lender. (i) Documentation Agent. The Lender date on which the foregoing conditions shall first have received a certificate, dated occurred is referred to as the Effective Date; provided that the Amendment Effective Date and signed by a Responsible Officer shall not become effective or be binding on any party hereto unless all of the Borrowerforegoing conditions are satisfied not later than November 30, confirming satisfaction of the conditions set forth 1996. The documents referred to in this Section shall be delivered to the Documentation Agent no later than the Effective Date. The certificates and compliance with opinions referred to in this Section shall be dated the conditions set forth hereinEffective Date. The Documentation Agent shall promptly notify the Borrower and the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Amendment Effective Date. This Amendment The obligations of the Lenders to make Loans hereunder shall not become effective as until the date on which the following conditions precedent having been complied with to the satisfaction of or waived in writing by the first date Administrative Agent (with the “consent of all Lenders) (each document, instrument, certificate, opinion or other paper referred to below to be in form and substance reasonably satisfactory to the Administrative Agent and, unless otherwise specified, to be dated the Amendment Effective Date”) on which each of the following conditions shall have been satisfied:): (a) This Amendment The following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto and shall be in full force and effect on the Amendment Effective Date and an executed copy of each shall have been delivered to the Administrative Agent and each Lender (it being understood that that the due authorization, execution and delivery of the documents specified in clauses (v)-(ix) were satisfied on the Effective Date): (i) this Agreement; (ii) the Security Agreement; (iii) the Guaranty; (iv) the Intercreditor Agreement; (v) the Lease and the Charter Agreement (including in each case all supplements, amendments, novations and letter agreements thereto, the chattel paper original, if any, of which to be delivered to the Security Trustee), accompanied by a certificate from an officer of the Borrower to the effect that the Lease and the Charter Agreement (together with such other instruments as may accompany it) is a true and complete copy of documentation memorializing the leasing arrangements and associated understandings and agreements between the Lessee and the Borrower and its Affiliates; (vi) the Class A-1 Loan Advance Account Agreement; (vii) the Paying Agent Agreement; (viii) the Class A-1 Loan Advance Receipt to be issued to each Class A-1 Lender, duly completed (the original of each to be delivered to such Class A-1 Lender); and (ix) the Maintenance Services Agreement. (b) The Administrative Agent and each Lender shall have received the following (it being understood that that the conditions precedent in respect of the documents specified in clauses (iv)-(vii) and, to the extent relating to the Paying Agent, the Loan Account Bank, the Lessee and the Manufacturer, clause (viii), were satisfied on the Effective Date): (i) a copy of the organizational documents of the Borrower, and other evidence authorizing execution, delivery and performance by the Borrower of this Agreement and each other Related Document to which the Borrower is or will be a party, in each case certified by the Secretary or an Assistant Secretary of the Borrower and confirmed by another officer of the Borrower; (ii) a copy of the organizational documents of each Guarantor, and other evidence authorizing execution, delivery and performance by such Guarantor of each Related Document to which such Guarantor is or will be a party, in each case certified by the Secretary or an Assistant Secretary of such Guarantor and confirmed by another officer of such Guarantor; (iii) a copy of the organizational documents of the Administrative Agent and the Security Trustee, and other evidence authorizing execution, delivery and performance by the Administrative Agent or the Security Trustee, as the case may be, of this Agreement and each other Related Document to which the Administrative Agent or the Security Trustee, as the case may be, is or will be a party, in each case certified by the Secretary or an Assistant Secretary of the Administrative Agent or the Security Trustee, as the case may be; (iv) a copy of the organizational documents of the Paying Agent, and other evidence authorizing execution, delivery and performance by the Paying Agent of the Paying Agent Agreement, the Class A-1 Loan Advance Account Agreement and each other Related Document to which the Paying Agent is or will be a party, in each case certified by the Secretary or an Assistant Secretary of the Paying Agent; (v) a copy of the organizational documents of the Loan Account Bank, and other evidence authorizing execution, delivery and performance by the Loan Account Bank of the Class A-1 Loan Advance Account Agreement and each other Related Document to which the Loan Account Bank is or will be a party, in each case certified by the Secretary or an Assistant Secretary of the Loan Account Bank; (vi) evidence authorizing execution, delivery and performance by the Lessee of each Related Document to which the Lessee is or will be a party, in each case certified by the Secretary or an Assistant Secretary the Lessee; (vii) evidence authorizing execution, delivery and performance by the Manufacturer of each Related Document to which the Manufacturer is or will be a party, in each case certified by the Secretary or an Assistant Secretary the Manufacturer; (viii) a copy of an incumbency certificate of or in respect of the people authorized to execute documents on behalf of the Borrower, each Guarantor, the Security Trustee, the Paying Agent, the Loan Account Bank, the Lessee and the Manufacturer, in each case as to the person or persons authorized to execute and deliver the Related Documents to which such Person is a party, and the specimen signature of such person or persons; (A) a good standing certificate of each of the Borrower and the Lender.Lessee issued by the Delaware Secretary of State and (B) if applicable, a good standing certificate of each Guarantor issued by the Secretary of State or other relevant official in such Guarantor’s jurisdiction of incorporation or formation; and (bx) No Default or Event of Default shall exist or have occurred such other documents and be continuing (after giving effect evidence with respect to the provisions Borrower, the Guarantors or the Security Trustee, the Paying Agent, the Loan Account Bank, the Lessee or the Manufacturer as any Lender or its counsel may reasonably request in order to establish the consummation of the transactions contemplated by this Amendment)Agreement and the other Related Documents, the taking of all corporate proceedings in connection therewith, compliance with the conditions herein or therein set forth and compliance with any money laundering informational requirements any Lender may have. (c) The representations and warranties of each Loan Parties contained in this Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as Each of the Amendment Effective DateAdministrative Agent, except to the extent that such representation Lenders and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender the Security Trustee shall have received such customary certificates one or more opinions addressed to each of resolutions or other actionthem from, incumbency certificates and/or other certificates of Responsible Officers in each case in form and substance reasonably satisfactory to the Administrative Agent (it being understood that that the conditions precedent in respect of the Borrower as document specified in clause (iii) was satisfied on the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents.Effective Date): (ei) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇K▇▇▇ and ▇▇▇▇▇▇▇ LLP, special New York counsel to the Loan Parties; (ii) in-house or special counsel to each Loan Party (in each case in the jurisdiction of incorporation or formation of such Loan Party); and (iii) P▇▇▇ B▇▇▇▇ G▇▇ & L▇▇▇▇▇▇▇ P.C., special counsel to the Paying Agent and the Loan Account Bank; in each case covering such matters as the Administrative Agent or any Lender may reasonably request. (d) The Borrower and the Guarantors shall have delivered to Administrative Agent and each Lender any document reasonably requested by a Lender in order for such Lender to satisfy any “know your customer” requirements. (e) [Intentionally omitted]. (f) All approvals and consents of any trustee or holder of their indebtedness or obligation of the Borrower, addressed to the Lender and dated Guarantors or any of their Affiliates which are required in connection with any of the Amendment Effective Date, in form and substance reasonably satisfactory to the Lender (transactions contemplated by this Agreement and the Borrower hereby instructs such counsel to deliver such opinion to such Persons)other Related Documents shall have been duly obtained. (g) The Borrower shall have paid (i) all fees, costs and expenses All appropriate action required to the extent that statements for such expenses shall have been delivered to taken by any governmental or political agency, subdivision or instrumentality of the Borrower United States on or prior to the Amendment Effective Date (including in connection with the transactions contemplated by this Agreement and the other Related Documents shall have been taken, and all orders, permits, waivers, authorizations, exemptions and approvals of such entities required to be in effect on the Amendment Effective Date in connection with the transactions contemplated by this Agreement and the other Related Documents shall have been issued, and all such legal fees orders, permits, waivers, authorizations, exemptions and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP approvals shall be in connection herewith)full force and effect on the Amendment Effective Date. (h) The Lender Administrative Agent and the Lenders shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement establishment of the Class A-1 Loan Advance Account (it being understood that that the condition precedent specified in form and substance reasonably satisfactory this clause (h) was satisfied on the LenderEffective Date). (i) The Administrative Agent and each Lender shall have received a certificateupdated certificates of insurance and insurance broker letters from the applicable insurance brokers as to the due compliance with the terms of the Lease, dated the Lessee Consent and Section 5.06 in respect of each Aircraft previously financed as of the Amendment Effective Date, including naming all of the Lenders as additional insureds and naming the Security Trustee as the sole loss payee. (j) The Administrative Agent shall have received an opinion of special FAA counsel in Oklahoma City, Oklahoma, addressed to the Administrative Agent, each Lender, the Security Trustee and the Borrower, as to the due recording of the Security Agreement, and registration with the International Registry of the international interests of the Security Agreement, relating to each Aircraft financed under this Agreement as of the Amendment Effective Date and signed by a Responsible Officer the lack of filing of any intervening documents with respect to such Aircraft and confirming that no further filing, supplement or instrument is needed for the obligations in respect of the BorrowerInitial Class B Loans to be secured by such Aircraft, confirming satisfaction in form and substance satisfactory to the Administrative Agent and each Lender. (k) The Borrower shall have paid such fees that are due and payable as the Borrower shall have agreed to pay to any Lender, the Administrative Agent or the Security Trustee in connection herewith, including the reasonable fees and expenses of counsel, in connection with the transactions contemplated hereby. (l) The Administrative Agent and each Class B Lender shall have received the Borrowing Request in respect of the conditions set forth in this initial Class B Loans to be made pursuant to the first sentence of Section and compliance with the conditions set forth herein2.01(c).

Amendment Effective Date. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:satisfied (or waived by the 2025 Incremental Bridge Term Loan Lenders): (a) This Amendment the Administrative Agent (or its counsel) shall have been received a counterpart signature page of this Amendment duly executed by each of the Borrower Holdings and the Borrower, the Administrative Agent and each 2025 Incremental Bridge Term Loan Lender.; (b) No Default the Administrative Agent (or Event its counsel) shall have received a certificate signed by a Responsible Officer of Default shall exist Holdings and the Borrower (the “Thirteenth Amendment Loan Parties”), (i) certifying that the articles of formation (or equivalent document) of such Thirteenth Amendment Loan Party, certified by the appropriate Governmental Authority of the state of formation of such Thirteenth Amendment Loan Party, and the operating agreement (or equivalent document) of such Thirteenth Amendment Loan Party, either (x) has not been amended since the prior date of delivery or (y) is attached as an exhibit to such certificate and that such documents or agreements have occurred not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and certified as true and complete as of a recent date by the appropriate Governmental Authority of the state of formation of such Thirteenth Amendment Loan Party, (ii) certifying that attached thereto are the resolutions of the board of directors or other comparable managing body of such Thirteenth Amendment Loan Party approving this Amendment, the transactions contemplated herein and authorizing execution and delivery hereof, certified by a Responsible Officer of such Thirteenth Amendment Loan Party as of the Amendment Effective Date to be continuing true and correct and in force and effect as of such date, (after giving effect iii) certifying as to the provisions incumbency and genuineness of the signatures of the officers or other authorized signatories of such Thirteenth Amendment Loan Party executing this Amendment and (iv) attaching the good standing certificates described in clause (d) of this Amendment).Section 5; (c) The representations the Administrative Agent (or its counsel) shall have received, on behalf of itself and warranties the 2025 Incremental Bridge Term Loan Lenders on the Amendment Effective Date, a customary written opinion of each L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, in its capacity as special New York counsel for the Thirteenth Amendment Loan Parties; (d) the Administrative Agent (or its counsel) shall have received a certificate of good standing (to the extent such concept exists in the relevant jurisdiction) with respect to the Thirteenth Amendment Loan Parties contained certified as of a recent date by the appropriate Governmental Authority of the state of formation; (e) the Administrative Agent (or its counsel) shall have received a solvency certificate dated as of the Amendment Effective Date from the chief financial officer (or other officer with reasonably equivalent responsibilities) of Holdings or the Borrower (or, at the option of Holdings or the Borrower, a third party opinion as to the solvency of Holdings and its subsidiaries on a consolidated basis in this form and substance reasonably satisfactory to the Amendment No. 13 Lead Arranger issued by a nationally recognized firm reasonably acceptable to the Amendment No. 13 Lead Arranger); (f) the Administrative Agent (or its counsel) shall have received, at least three Business Days prior to the Amendment Effective Date, all documentation and other information about any Loan Party required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act (in each case to the extent so reasonably requested in writing by the Administrative Agent no less than ten Business Days prior to the Amendment Effective Date); (g) all fees and reasonable out-of-pocket expenses required to be paid by (or on behalf of) the Borrower to the Administrative Agent (including pursuant to Section 9.03 of the Existing Credit Agreement and pursuant to Section 7 hereof) or the Amendment No. 13 Lead Arranger pursuant to any commitment letter or fee letter with the Borrower on or before the Amendment Effective Date shall have been (or shall substantially contemporaneously be) paid in full in cash (to the extent invoiced with reasonable detail at least three Business Days prior to the Amendment Effective Date), including pursuant to that certain Fee Letter, dated as of May 3, 2025 between the Amendment No. 13 Lead Arranger and the Borrower (the “Bridge Fee Letter”); (h) the Administrative Agent shall have received a Borrowing Request in respect of the 2025 Incremental Bridge Term Loans to be made on the Amendment Effective Date five (5) Business Days prior to the Amendment Effective Date (or such shorter time as the Amendment No. 13 Lead Arranger may agree); (i) the Specified Representations set forth in the Amended Credit Agreement with respect to the Amendment and each other Loan Documents the Amended Credit Agreement shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective DateDate (except in the case of any representation and warranty that expressly relates to a given date or period, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they warranty shall be true and correct in all material respects (oras of the respective date or for the respective period, as the case may be); provided that if such representation any Specified Representation is qualified by or warranty is subject to a materiality “material adverse effect”, “material adverse change” or similar term or qualification, the definition thereof shall be the definition of “Material Adverse Effect qualification, Effect” (as defined in all respectsthe Amendment No. 13 Effective Date Acquisition Agreement) as for purposes of the making or deemed making of such earlier date.Specified Representation on, or as of, the Amendment Effective Date (or any date prior thereto); (dj) The Lender shall have received such customary certificates no Event of resolutions or other actionDefault under Section 7.01(a), incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) or (g) of the Existing Credit Agreement shall exist immediately prior to or immediately after giving effect to the effectiveness of this Amendment; and (k) The Lender Amendment No. 13 Effective Date Acquisition (as defined in the Amended Credit Agreement) shall have received an opinion been, or substantially concurrently with the initial funding of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated 2025 Incremental Bridge Term Loans on the Amendment Effective Date, shall be, consummated in form and substance reasonably satisfactory to all material respects in accordance with the Lender terms of the Amendment No. 13 Effective Date Acquisition Agreement (as defined in the Amended Credit Agreement). By executing this Amendment, the 2025 Incremental Bridge Term Loan Lenders and the Borrower hereby instructs such counsel Administrative Agent shall be deemed to deliver such opinion to such Persons). (g) The Borrower shall have paid (i) consented to, approved or accepted, or be satisfied with, or have waived, all fees, costs conditions hereto and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees Date. The Administrative Agent shall post a notice of effectiveness and expenses occurrence of ▇▇▇▇▇▇the Amendment Effective Date, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) which shall be conclusive. The Lender shall have received (i) confirmation from Administrative Agent and the Borrower 2025 Incremental Bridge Term Loan Lenders acknowledge and agree that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Borroweris July 10, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth herein2025.

Amendment Effective Date. This Amendment The amendment of the Existing Restated Credit Agreement in the form of this Agreement shall not become effective as of until the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:is satisfied (or waived in accordance with Section 9.02): (a) This Amendment The Administrative Agent (or its counsel) shall have been duly executed by received from each party hereto either (i) a counterpart of the Borrower and Amendment Agreement signed on behalf of such party or (ii) written evidence satisfactory to the LenderAdministrative Agent (which may include telecopy or electronic transmission of a signed signature page of the Amendment Agreement) that such party has signed a counterpart of the Amendment Agreement. (b) No Default or Event of Default shall exist or have occurred and be continuing (after giving effect to the provisions of this Amendment). (c) The representations and warranties of each Loan Parties contained in this Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender Administrative Agent shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender Administrative Agent or its counsel may reasonably request relating to the solvency, organization, existence and and, to the extent applicable, good standing of the Borrower Loan Parties, the authorization of the Transactions and any other legal matters relating to the BorrowerLoan Parties, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLPTransactions, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, all in form and substance reasonably satisfactory to the Lender (Administrative Agent and the Borrower hereby instructs such counsel to deliver such opinion to such Persons)its counsel. (gc) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Responsible Vice President or a Financial Officer of the each Borrower, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth hereinin paragraphs (a) and (b) of Section 4.02. (d) The Existing Parent Credit Agreement shall have been amended and restated as the Parent Credit Agreement. (e) The Administrative Agent shall have received all interest, fees and other amounts due and payable or accrued on or prior to the Amendment Effective Date under this Agreement or the Existing Restated Credit Agreement, including, to the extent invoiced at least one Business Day prior to the Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under this Agreement or any other Loan Document. (f) Each Tranche B Lender (as defined in the Existing Parent Credit Agreement) shall have received (or, substantially simultaneously with the funding of the term loans on the Amendment Effective Date pursuant to the Parent Credit Agreement, shall receive) payment in full of the principal of and interest accrued on each Tranche B Term Loan (as defined in the Existing Parent Credit Agreement) held by it and all other amounts owing to it or accrued for its account under the Existing Parent Credit Agreement, and all interest, fees and other amounts accrued or owing under each of the Existing Parent Credit Agreement and the Existing Restated Credit Agreement, including to the extent invoiced at least one Business Day prior to the Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrowers thereunder, shall have been (or, substantially simultaneously with the funding of the term loans on the Amendment Effective Date pursuant to the Parent Credit Agreement, shall be) paid in full. (g) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the execution of this Agreement shall have been obtained. (h) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Davis Polk & Wardwell, New York counsel for the Borrowers and the Subsidiaries, sub▇▇▇▇▇▇▇▇▇▇ in ▇▇▇ ▇▇▇m of Exhibit D-1, (ii) Jones, Walker, Waechter, Poitevant, Carrère & Denègre, L.L.P., U.S. counsel for the Borrowers and ▇▇▇ ▇▇▇▇idiaries, substantially ▇▇ ▇▇▇ form of Exhibit D-2, (iii) local counsel in each jurisdiction where a Subsidiary Guarantor, a Subsidiary Grantor (as defined in the Collateral Agreement) or a Permitted Pledgee the Equity Interests in which are being pledged pursuant to the Collateral Agreement or any Foreign Pledge Agreement is organized, in each case in form and substance reasonably satisfactory to the Administrative Agent, (iv) Indonesian counsel for the Borrowers, substantially in the form of Exhibit D-3, and (v) Indonesian counsel for the Lenders, substantially in the form of Exhibit D-4. (i) The Collateral and Guarantee Requirement shall have been satisfied. (j) The FI Trustee shall have received opinions to the effect that it does not have to qualify to do business in Louisiana or Indonesia by virtue of the Loan Documents or the activities contemplated thereby. The Administrative Agent shall promptly notify the Borrowers and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.

Amendment Effective Date. This Amendment amendment and restatement of the Existing Senior Secured Credit Agreement shall not become effective as of until the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.02): (a) This Amendment [Intentionally omitted] (b) The Administrative Agent shall have been duly executed by each received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of (a) the general counsel of the Borrower and the Lender. (b) No Default or Event of Default shall exist or have occurred A▇▇▇▇▇ & Bird LLP and be continuing (after giving effect other counsel for the Loan Parties, covering such other matters relating to the provisions of Borrower, this Amendment)Agreement or the Transactions as the Lenders shall reasonably request and otherwise in form and substance reasonably satisfactory to the Administrative Agent. (c) The representations and warranties of each Loan Parties contained in this Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender Administrative Agent shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender Administrative Agent or its counsel may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Borrower, the Loan Documents Subsidiaries, this Agreement or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLPTransactions, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, all in form and substance reasonably satisfactory to the Lender (Administrative Agent and the Borrower hereby instructs such counsel to deliver such opinion to such Persons)its counsel. (gd) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Financial Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth hereinin paragraphs (a) and (b) of Section 4.02. (e) [Intentionally omitted]. (f) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to it on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (g) [Intentionally omitted]. (h) [Intentionally omitted]. (i) The Lenders shall have received a detailed business plan of HealthSouth and its subsidiaries for the fiscal years 2011 through 2015 (including, without limitation, quarterly projections for the first four fiscal quarters ending after the Effective Date). (j) The Administrative Agent and each Lender shall have received all such information as shall have been reasonably requested by it in order to enable it to comply with the requirements of the USA Patriot Act and any other “know your customer” or similar laws or regulations. (k) On the Amendment Effective Date, (i) after giving effect to the consummation of the Transactions and any rights of contribution, the Borrower and its Restricted Subsidiaries, taken as a whole, shall be Solvent and the Loan Parties, taken as a whole, shall be Solvent and (ii) the Administrative Agent shall have received a solvency certificate from the Financial Officer of the Borrower and each Subsidiary Loan Party in form and substance satisfactory to the Administrative Agent, dated as of the Amendment Effective Date and addressed to the Agents and the Lenders, in each case in form, scope and substance satisfactory to the Administrative Agent. The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.

Amendment Effective Date. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 10.01 of the Credit Agreement): (a) This Amendment the Administrative Agent shall have been received (i) a counterpart signature page of this Amendment duly executed by the Company, the Administrative Agent, each Incremental Lender and, solely with respect to the ▇▇▇▇▇ Replacement, each Consenting Lender and (ii) a Note executed by the Company in favor of each Incremental Lender requesting a Note at least three Business Days in advance of the Borrower and the Lender.Amendment Effective Date; (b) No Default the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company certifying (i) that the articles of formation or Event other comparable organizational documents of Default shall exist the Company, certified by the relevant authority of the jurisdiction of organization the Company and a true and complete copy of the bylaws, operating agreement or comparable governing document of the Company either (A) has not been amended since the Closing Date or (B) is attached as an exhibit to such certificate and that such documents or agreements have occurred not been amended (except as otherwise attached to such certificate and be continuing certified therein as being the only amendments thereto as of such date), (after giving ii) that attached thereto are the written consents of the Company’s governing body authorizing the execution, delivery, performance of, this Amendment and such written consents have not been modified, rescinded or amended and are in full force and effect on the Amendment Effective Date without amendment, modification or rescission, and (iii) as to the provisions incumbency and genuineness of the signature of the officers or other authorized signatories of the Company executing this Amendment).; (c) The the Administrative Agent shall have received a certificate as of a recent date of the good standing of the Company under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization (to the extent relevant and available in the jurisdiction of organization of the Company); (d) the Administrative Agent shall have received (i) all documentation and other information from the Company reasonably requested by the Administrative Agent (on behalf of any Incremental Lender as of the Amendment Effective Date) at least five (5) days in advance of the Amendment Effective Date, in connection with applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) days prior to the Amendment Effective Date and (ii) at least three (3) days prior to the Amendment Effective Date, to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Company; (e) the representations and warranties set forth in Section 4 of each Loan Parties contained in this Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such except that any representation and warranty that is qualified as to “materiality” or warranty is subject to a materiality or “Material Adverse Effect qualification, Effect” shall be true and correct in all respectsrespects as so qualified) on and as of the Amendment Effective Date, except to the extent that such representation representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date., and (dii) The Lender the Administrative Agent shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. certificate (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory acceptable to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such PersonsAdministrative Agent). (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to dated as of the Amendment Effective Date and signed by a Responsible Officer of the Company, certifying as to such representations and warranties; (including all such f) the Administrative Agent shall have received a favorable legal fees and expenses opinion of each of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewithLLP, and ▇▇▇▇ ▇▇▇▇▇, Esq., external and in-house counsel, respectively, to the Company, addressed to the Administrative Agent and each Incremental Lender party hereto, as to matters concerning the Company and this Amendment (including enforceability of this Amendment under New York law).; and (hg) The Lender the Company shall have received paid (i) confirmation from to the Borrower Administrative Agent (or its applicable Affiliate) any fees due and required to be paid to the Administrative Agent (or its applicable Affiliate) on the Amendment Effective Date pursuant to that all consents needed under certain Letter Agreement, dated as of October 23, 2023, among the Existing Loan Documents have been obtained Company and the Administrative Agent (or its applicable Affiliate) and (ii) evidence subject to Section 10.04(a) of executed modifications the Credit Agreement and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated extent invoiced at least one Business Day prior to the Amendment Effective Date and signed by a Responsible Officer Date, the reasonable out-of-pocket expenses of the BorrowerAdministrative Agent in connection with this Amendment, confirming satisfaction including the reasonable and documented out-of-pocket fees and expenses of one counsel for the conditions set forth in this Section and compliance with the conditions set forth hereinAdministrative Agent.

Amendment Effective Date. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied: (a) This Amendment The Agent shall have been duly received a counterpart signature page to this Amendment executed and delivered by each of (i) each Obligor, (ii) the Borrower Agent, and the (iii) each Lender. (b) No Default or Event of Default shall exist or have occurred and be continuing (after giving effect to the provisions of this Amendment). (c) The representations and warranties set forth in Section 4 of each Loan Parties contained in this Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date, except to and the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender Agent shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. certificate (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory acceptable to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such PersonsAgent). (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated as of the Amendment Effective Date and signed by a Responsible Officer of the BorrowerCompany, confirming satisfaction certifying as to such representations and warranties, together with reasonably detailed calculations demonstrating compliance with clause (ii) of Section 4(c). (c) The Agent shall have received a written opinion, reasonably acceptable to the Agent in form and substance (addressed to the Agent and the Lenders and dated the Amendment Effective Date) from each of (i) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Obligors, and (ii) Potter ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Delaware counsel for the Obligors. The Company hereby requests such counsel to deliver such opinions. (d) [Reserved]. (e) The Agent shall have received, with respect to each Obligor as of the conditions Amendment Effective Date, each of the items set forth in Section 4.01(b) of the Credit Agreement, in each case as though (i) each reference therein to the “Closing Date” were a reference to the Amendment Effective Date, (ii) the reference therein to the “Transactions” were a reference to the transactions contemplated hereby and (iii) the references therein to “this Section Agreement” and compliance “hereunder” were a reference to this Amendment. (f) The Company shall have paid: (i) to the Lead Arranger, for the account of each Lender, an upfront fee (the “Upfront Fee”) in an amount equal to 0.25% of the principal amount of Loans held by such Lender on the Amendment Effective Date immediately after giving effect to this Amendment and the transactions contemplated hereby, which Upfront Fee shall be fully earned and due and payable on the Amendment Effective Date; and (ii) all other fees and amounts due and payable pursuant to this Amendment and/or any letter agreements or fee letters by and between the Company and the Lead Arranger (collectively, the “Engagement Letter”), including, to the extent invoiced, reimbursement or payment of documented and reasonable out-of-pocket expenses in connection with this Amendment and any other out-of-pocket expenses of the conditions set forth hereinAgent and the Lead Arranger required to be paid or reimbursed pursuant to this Amendment, the Credit Agreement or the Engagement Letter as of the Amendment Effective Date. (g) The Company and each of the Subsidiary Guarantors shall have provided the documentation and other information to the Agent that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act, to the extent the Company shall have received written requests therefor at least ten (10) Business Days prior to the Amendment Effective Date. The Agent shall notify the Company and the Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.

Amendment Effective Date. This Amendment shall become effective as of the date first date written above (the “Amendment Effective Date”) on which each ), upon the satisfaction of the following conditions shall have been satisfiedprecedent: (a) This Amendment The Administrative Agent’s receipt of the following, each of which shall have been duly be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by each of the Borrower and the Lender. (b) No Default or Event of Default shall exist or have occurred and be continuing (after giving effect to the provisions of this Amendment). (c) The representations and warranties of each Loan Parties contained in this Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrowersigning Loan Party, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLPif applicable, counsel to the Borrower, addressed to the Lender and each dated the Amendment Effective DateDate (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and each Borrower; (and ii) such other assurances, certificates, documents, consents or opinions as the Borrower hereby instructs such counsel to deliver such opinion to such Persons)Administrative Agent may reasonably require. (gb) Any fees due Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by Administrative Agent, in each case, as agreed in writing by the Company, required to be paid on or before the Amendment Effective Date shall have been paid. (c) The Borrower Company shall have paid (i) all reasonable fees, costs charges and expenses disbursements of counsel to the Administrative Agent to the extent that statements for such expenses shall have been delivered to the Borrower on or invoiced prior to the Amendment Effective Date (including all such legal fees and expenses Date. For purposes of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section and determining compliance with the conditions set forth hereinspecified in this § 3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide the Company with a copy of any such notice received by the Administrative Agent.

Amendment Effective Date. This Refinancing Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied: (a) This Amendment The Administrative Agent shall have been received (i) a counterpart signature page of this Refinancing Amendment duly executed by each of the Borrower Loan Parties and the LenderAdministrative Agent and (ii) a Lender Addendum or a counterpart to this Refinancing Amendment, as applicable, executed and delivered by each New Term B Lender and by the Required Lenders (as determined after giving effect to the New Term Loan B Loans and the refinancing of the Existing Term B Loans contemplated hereby). (b) No Default or Event of Default shall exist or have occurred and be continuing (after giving effect to the provisions of this Amendment). (c) The representations and warranties set forth in Section 4 of each Loan Parties contained in this Refinancing Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date, except to and the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender Administrative Agent shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. certificate (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory acceptable to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such PersonsAdministrative Agent). (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated as of the Amendment Effective Date and signed by a Responsible Officer of the Lead Borrower, confirming satisfaction certifying as to such representations and warranties. #89446360v10 (c) The Administrative Agent shall have received an opinion from each of ▇▇▇▇▇ ▇▇▇▇▇ LLP, U.S. counsel to the Loan Parties and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., corporate counsel of Parent, in each case, in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received a Committed Loan Notice in respect of the conditions set forth New Term B Loans. (e) The Administrative Agent shall have received a notice of mandatory prepayment of Term Loans pursuant to Section 2.05(b)(v) of the Credit Agreement. (f) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Lead Borrower designating the New Term B Loans as Refinancing Term Loans. (g) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of execution, delivery and performance of this Refinancing Amendment, the performance of the Credit Agreement and each other applicable Loan Document, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (h) The Borrowers shall have paid all fees and amounts due and payable pursuant to this Section Refinancing Amendment and/or any letter agreements or fee letters by and compliance between the Borrowers and the Lead Arrangers (collectively, “Engagement Letters”), including, to the extent evidenced by a written invoice, reimbursement or payment of documented and reasonable out-of-pocket expenses in connection with this Refinancing Amendment and any other out-of-pocket expenses of the Administrative Agent and the Lead Arrangers required to be paid or reimbursed pursuant to the Credit Agreement or the Engagement Letters. (i) The Administrative Agent and the Lead Arrangers shall have received at least one (1) Business Day prior to the Amendment Effective Date all documentation and other information about the Borrowers and the Guarantors as has been reasonably requested in writing at least three (3) Business Days prior to the Amendment Effective Date by the Administrative Agent and the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (j) The prepayment of (A) the Existing Term B Loans of the Non-Continuing Term B Lenders and (B) the Non-Allocated Term Loans of the Continuing Term B Lenders, in each case, shall have been consummated or, substantially concurrently with the conditions set forth herein.incurrence (or continuation) of the New Term B Loans, shall be consummated, in each case with all accrued and unpaid interest on, and premiums and fees related to, the Existing Term B Loans to, but not including, the Amendment Effective Date. The Administrative Agent shall notify the Borrowers and the New Term B Lenders of the Amendment Effective Date and such notice shall be conclusive and binding. #89446360v10

Amendment Effective Date. This Amendment The obligations of the Lenders to make Loans, of the Tranche B LC Lenders to fund their Tranche B Deposits and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective as of until the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.02): (a) This Amendment The Administrative Agent (or its counsel) shall have been duly executed by received from each party hereto (including each Lender under the Existing Credit Agreement after giving effect to any assignment of loans and commitments under the Borrower and Existing Credit Agreement on or prior to the LenderAmendment Effective Date) either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) No Default or Event of Default The Administrative Agent shall exist or have occurred and be continuing received a favorable written opinion (after giving effect addressed to the provisions Administrative Agent and the Lenders and dated the Amendment Effective Date) of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Borrower, substantially in the form of Exhibit E and covering such other matters relating to the Borrower, this Amendment)Agreement or the Transactions as the Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (c) The representations and warranties of each Loan Parties contained in this Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender Administrative Agent shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender Administrative Agent or its counsel may reasonably request relating to the solvency, organization, existence and good standing of the Borrower Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, the Loan Documents Subsidiaries, this Agreement or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLPTransactions, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, all in form and substance reasonably satisfactory to the Lender (Administrative Agent and the Borrower hereby instructs such counsel to deliver such opinion to such Persons)its counsel. (gd) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Financial Officer of the Borrower, (i) confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth hereinin paragraphs (a), (b) and (c) of Section 4.02 and (ii) certifying that the Adjusted Consolidated EBITDA of the Borrower for the fiscal year ended December 31, 2004, was not less than $615,000,000. (e) All interest, fees and other amounts accrued for the accounts of or owing to the Administrative Agent, the Lenders or the Issuing Bank under the Existing Credit Agreement as of the Amendment Effective Date, whether or not at the time due and payable under the terms of the Existing Credit Agreement, shall have been (or shall simultaneously be) paid. (f) The Administrative Agent shall have received all fees and other amounts due and payable to it on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (g) The Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Amendment Effective Date and signed on behalf of the Borrower by a Financial Officer, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Borrower in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.06 and the Security Documents or have been released. (h) The Administrative Agent shall have received evidence that the insurance required by Section 5.05 and the Security Documents is in effect. (i) All defaults that shall have occurred under agreements or instruments evidencing or governing Material Indebtedness shall have been cured or waived, and the Administrative Agent shall have received a certificate of a Financial Officer to such effect, together with such related information as it shall reasonably have requested. (j) The Lenders shall be satisfied with the status of all actions, suits, investigations and proceedings pending, threatened against or affecting the Borrower or any Subsidiary. The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on March 31, 2005 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Amendment Effective Date. This Amendment shall become effective as of be binding upon all parties to the first date (Loan Papers on the “Amendment Effective Date”) on last day upon which each of the following conditions shall have been satisfiedhas occurred: (a) This Counterparts of this Amendment shall have been duly executed and delivered to Administrative Agent by each of the Borrower Company, Administrative Agent, and the LenderDetermining Lenders or when Administrative Agent shall have received telecopied, telexed, or other evidence satisfactory to it that all such parties have executed and are delivering to Administrative Agent counterparts thereof. (b) No Default or Event Counterparts of Default the LLC Guaranty shall exist or have occurred been executed and be continuing (after giving effect delivered to the provisions of this Amendment)Administrative Agent by the Guarantor or when the Administrative Agent shall have received telecopied, telexed, or other evidence satisfactory to it that the Guarantor has executed and is delivering to the Administrative Agent counterparts thereof. (c) The representations Administrative Agent shall have received from the Company and warranties of each Loan Parties contained in this Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to Guarantor a materiality or Material Adverse Effect qualification, in all respects) on and certificate dated as of the Amendment Effective DateDate (defined below) of its secretary, except assistant secretary, manager or general partner as applicable (i) as to resolutions of its board of directors or managers or their equivalent authorizing the execution and performance of this Amendment and the LLC Guaranty, as applicable, (ii) the certificate or articles of incorporation, the bylaws, or the limited liability company agreement, as applicable, and (ii) if the officer executing this Amendment and the LLC Guaranty is not named in the incumbency certificate delivered at the time of execution of the Term Loan Agreement, as to the extent that such representation incumbency and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as signature of such earlier datesaid officer. (d) The Lender Administrative Agent shall have received such customary certificates favorable opinions of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons). (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇. ▇▇▇ ▇▇▇▇▇, General Counsel of the Company, and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Company, as to the due authorization, execution and delivery of this Amendment. (e) Evidence satisfactory to the Administrative Agent that the Company shall have received gross cash proceeds from the TWC Asset Dispositions, the ▇▇▇▇▇▇▇ LLP Loan and the issuance of TWC Preferred Stock in connection herewith)the aggregate amount of no less than $2,100,000,000. (hf) The Lender Company shall have received entered into (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained L/C Agreement, and (ii) evidence of executed modifications a Consent and amendments Fourth Amendment to and/or consents under the SPAC Agreement Primary Credit Agreement, each in form and substance reasonably satisfactory to Administrative Agent and the LenderDetermining Lenders, and all conditions precedent to the effectiveness thereof shall have been fully satisfied. (ig) The Lender Administrative Agent shall have received a certificatesuch other assurances, dated certificates, documents and consents as the Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming Administrative Agent may require. Upon satisfaction of the conditions set forth in foregoing conditions, this Section Amendment shall be deemed effective on and compliance with as of July 3 1, 2002 (the conditions set forth herein"Amendment Effective Date").

Amendment Effective Date. This Amendment shall become effective as of the first date on which each of the conditions set forth in this Section C shall have been satisfied (or waived) (such date, the “Amendment Effective Date”) on which each of ): 1. the following conditions Administrative Agent shall have been satisfied: (a) This Amendment shall have been received duly executed by counterparts hereof that, when taken together, bear the signatures of (i) each of Credit Party, (ii) the Borrower Administrative Agent and the Collateral Agent, (iii) the Replacement Term Lender. , and (biv) No Default or Event of Default shall exist or have occurred the other Lenders party to this Amendment, which collectively constitute (A) the Required 2024-1 Incremental Term B Lenders (determined in accordance with Section A above), (B) the Required Initial Term B Lenders (determined in accordance with Section A above) and be continuing (C) all the Initial Term B Lenders and 2024-1 Incremental Term B Lenders on the Amendment Effective Time and determined immediately after giving effect to Section B hereof; 2. the provisions Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this AmendmentAmendment on the Amendment Effective Date) all accrued and unpaid interest on the Initial Term B Loans and the 2024-1 Incremental Term B Loans, in each case, to, but not including, the Amendment Effective Date, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement; 3. the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder)., certifying that the conditions in Section C.7 and C.8 hereof have been satisfied as of the Amendment Effective Date; 4. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment Effective Date, certifying (a) a copy of the resolutions of the Authorizing Body (as defined therein) of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Amendment (and any agreements relating hereto) to which it is a party, (b) true and complete copies of the Organizational Documents of each Credit Party as of the Amendment Effective Date and (c) The good standing certificates (to the extent such concept exists in the relevant jurisdiction of organization) of each Credit Party (or, in the case of clause (b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered to the Administrative Agent on the Closing Date or such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); 5. (i) all fees in the amounts previously agreed in writing to be received on the Amendment Effective Date and (ii) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 of the Credit Agreement, in each case, shall have been paid to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower at least three (3) Business Days prior to the Amendment Effective Date; 6. the Administrative Agent shall have received all documentation and other information with respect to the Credit Parties that is requested by the Administrative Agent or a Lender and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, in each case, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Amendment Effective Date by the Administrative Agent or such Lender; 7. the representations and warranties of each Loan Parties contained in this Amendment the Credit Agreement and each the other Loan Credit Documents shall be are true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Datedate hereof, to the same extent as though made on and as of the date hereof, except to the extent that such representation representations and warranties specifically refer expressly relate to an earlier date, in which case they such representations and warranties were true and correct in all material respects on and as of such earlier date (it being understood and agreed that any representation or warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all material respects on the applicable date); and 8. no event has occurred and is continuing or would result from the consummation of the proposed transactions contemplated hereby that would constitute an Event of Default. For purposes of determining compliance with the conditions specified in this Section C, by signing this Amendment, each Lender party hereto shall be deemed to have consented to, approved or accepted or to be satisfied with or waived (oras applicable), if each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender unless the Borrower and the Administrative Agent shall have received notice from such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons). (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith)specifying its objection thereto. (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth herein.

Amendment Effective Date. This Amendment and the amendments to the Existing Credit Agreement contained in Section 3 hereof shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:satisfied (or waived by the Lenders): (a) This Amendment the Administrative Agent (or its counsel) shall have been received a counterpart signature page of this Amendment duly executed by Holdings, the Borrowers, the Administrative Agent, each of the Borrower 2026 May Incremental Revolving Credit Lender and the Lender.Consenting Lenders; (b) No Default the Administrative Agent (or Event its counsel) shall have received: i. either (x) a copy of Default shall exist the certificate or have occurred articles of incorporation, articles of association (statuts) or equivalent organizational document, including all amendments thereto, of the Co-Borrower and be continuing each Luxembourg Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (after giving effect where relevant) or by the Luxembourg Companies Register with respect to the provisions Luxembourg Loan Parties and the Co-Borrower or (y) confirmation from such Luxembourg Loan Party and the Co-Borrower that there has been no change to such organizational documents since last delivered to the Administrative Agent; and ii. a certificate of the secretary, an authorized representative, assistant secretary, director, or managing director (as applicable) of the Co-Borrower and each Luxembourg Loan Party, dated the Amendment Effective Date and certifying (A) that (x) attached thereto is a true and complete copy of the certificate of incorporation (and, where applicable, certificate of change of name), by-laws, articles of association, constitution or operating, management, partnership or similar agreement of the Co-Borrower or such Luxembourg Loan Party as in effect on the Amendment Effective Date or (y) there has been no change to such governing documents since last delivered to the Administrative Agent, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or managers, general meeting of the shareholders or other equivalent governing body of the Co-Borrower or such Luxembourg Loan Party authorizing the execution, delivery and performance of this AmendmentAmendment or any other document delivered in connection herewith on behalf of the Co-Borrower or such Luxembourg Loan Party, as applicable, and that such resolutions have not been modified, rescinded or amended and are in full force and effect (as applicable), (C) that any attached certificate or articles of incorporation, equivalent organizational document, by-laws, operating, management, partnership or similar agreement of the Co-Borrower or such Luxembourg Loan Party has not been amended (in the case of the articles of incorporation of each the Co-Borrower or such Luxembourg Loan Party, since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (E) below), (D) as to the incumbency (where applicable) and specimen signature of each officer or authorized signatory executing this Amendment or any other document delivered in connection herewith on behalf of the Co-Borrower or such Luxembourg Loan Party, (E) good standing certificates, business registration certificates or registrars (or, in each case, its equivalent) for the Co-Borrower from the jurisdiction in which it is organized, dated a recent date prior to the Amendment Effective Date; and (F) for Luxembourg Loan Parties: (i) an excerpt (extrait) from the Luxembourg Companies Register pertaining to the Luxembourg Loan Parties dated no earlier than one (1) Business Day prior to the Amendment Effective Date; and (ii) a certificate of non-registration of judicial decisions or of administrative dissolution without liquidation (certificat de non-inscription d’une décision judiciaire ou de dissolution administrative sans liquidation), issued by the Luxembourg Insolvency Register in respect of the Luxembourg Loan Party no earlier than one (1) Business Day prior to the Amendment Effective Date certifying that, as of the date of the day immediately preceding such certificate, the Luxembourg Loan Party has not been declared bankrupt (en faillite), and that it has not applied for general settlement, administrative dissolution without liquidation (dissolution administrative sans liquidation), or reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), such other proceedings listed at Article 13, items 4 to 12, 16 and 17 of the Luxembourg Act dated December 19, 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time). (c) the Administrative Agent (or its counsel) shall have received a customary opinion from (i) L▇▇▇▇▇ & W▇▇▇▇▇▇, as New York counsel for the Loan Parties, (ii) LOYENS & LOEFF LUXEMBOURG SARL, as Luxembourg counsel for the Loan Parties and (iii) NautaDutilh Avocats Luxembourg S.à r.▇. as Luxembourg counsel to the Administrative Agent, in each case, addressed to the Administrative Agent and the 2026 May Incremental Revolving Credit Lenders and dated the Amendment Effective Date; (d) to the extent invoiced at least two (2) Business Days prior to the Amendment Effective Date, the Borrowers shall have paid (or caused to be paid) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent incurred in connection with the preparation, negotiation and execution of this Amendment (including all Attorney Costs) in accordance with Section 10.04 of the Amended Credit Agreement; (e) The representations and warranties of each Loan Parties contained Party set forth in Sections 5.01, 5.02, 5.03, and 5.04 of the Existing Credit Agreement (with the references to “Loan Document” or “Loan Documents” in Sections 5.01(b)(ii), 5.02, 5.03 and 5.04 of such representations and warranties to include this Amendment and each other Amendment), as applicable to such Loan Documents Party, shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective DateDate with the same effect as though made on and as of such date, except to the extent that such representation representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby.; (f) The Lender Other than the Specified Defaults (as defined in the 2026 Limited Waiver), no Event of Default shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel exist immediately prior to the Borrower, addressed or immediately after giving effect to the Lender and dated this Amendment on the Amendment Effective Date, in form and substance reasonably satisfactory to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons).; and (g) The Borrower shall have paid (i) all feeshas executed a restructuring support agreement, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory acceptable to the Lender2026 May Incremental Revolving Credit Lenders. (i) The Lender shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth herein.

Amendment Effective Date. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:satisfied (or waived pursuant to Section 11.05 of the Credit Agreement): (a) This Amendment the Administrative Agent shall have been received counterparts to this Amendment, duly executed by the Borrower, each of Guarantor, the Borrower Administrative Agent and the Lender.Requisite Lenders; (b) No Default the Administrative Agent, Lead Arranger and other parties to that certain Engagement Letter dated December 18, 2015 related hereto shall have received all fees and expenses required to be paid or Event of Default shall exist reimbursed to them on or have occurred and be continuing (after giving effect prior to the provisions of this Amendment).date hereof; (c) The Administrative Agent shall have received, for the account of each Lender that provides its consent to the Amendment on or prior to the Amendment Effective Date, an amendment fee equal to 0.500% of the aggregate amount of Revolving Commitments and aggregate principal amount of Term Loans held by such approving Lender on the Amendment Effective Date; (i) all of the representations and warranties of each Loan Parties contained made by any Credit Party in this Amendment and each other Loan the Credit Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective DateDate to the same extent as though made on and as of such date, except to the extent that such representation representations and warranties specifically refer relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of such earlier date. ; and (dii) The Lender no Default or Event of Default shall have received such customary certificates of resolutions occurred and be continuing at the time of, or other actionafter giving effect to, incumbency certificates and/or other certificates of Responsible Officers of this Amendment on the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents.Amendment Effective Date; and (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons). (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender Administrative Agent shall have received a certificate, dated duly executed officer’s certificate from the Amendment Effective Date and signed by a Responsible Officer of Borrower certifying as to the Borrower, confirming satisfaction of the conditions matters set forth in this Section and compliance with the conditions set forth hereincondition (d) above.

Amendment Effective Date. This Amendment Agreement shall become effective as of on the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:be satisfied (or waived in accordance with Section 10.01 of the Revolving Credit Agreement): (a) This Amendment The Administrative Agent shall have been duly executed by this Agreement and shall have received from the Borrower, the Parent, each of the Borrower other Loan Parties, each of the Increasing Lenders, each of the other Existing Lenders, each of the L/C Issuers and each of the LenderSwing Line Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Agreement. (b) No Default The Administrative Agent shall have received: (i) a certificate of a Responsible Officer of each Loan Party (or Event of Default shall exist the general partner or sole member of such Loan Party) certifying that (1) except as attached to such certificate, no changes have occurred and be continuing (after giving effect been effected since the Restatement Closing Date or, if later, since the date on which such Person became a Loan Party to the provisions certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party or to the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party and, in each case, that such document, in the form theretofore delivered to the Administrative Agent on the Restatement Closing Date or such later date, remains in force and effect on the Amendment Effective Date and (2) attached thereto is a true, correct and complete copy of resolutions duly adopted by the general partner, board of directors or other governing body, as applicable, of such Loan Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment).Agreement; (cii) The a certificate of a Responsible Officer of the General Partner, on behalf of the Parent, certifying that the representations and warranties of each Loan Parties contained in this Amendment and each other Loan Documents shall be Section 3 hereof are true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date; (iii) a certificate signed by the chief financial officer of the General Partner or another Responsible Officer of the General Partner primarily responsible for the financial affairs of the Parent, except on behalf of the Parent, certifying that on and as of [[5255041]] the Amendment Effective Date, after giving effect to the extent that such representation transactions described herein, the Parent and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects its Subsidiaries are Solvent on a consolidated basis; and (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respectsiv) certificates as of such earlier datea recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organization. (dc) The Lender shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender Administrative Agent shall have received an opinion of ▇▇▇▇▇▇ and ▇& ▇▇▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent, the Arranger, each Lender and dated each L/C Issuer, in each case as to such customary matters regarding the transactions contemplated herein and in such form as the Administrative Agent may reasonably request. (d) The Borrower shall have made any prepayment required by Section 2.15(c) of the Revolving Credit Agreement. (e) The Parent and the Borrower shall have provided to the Administrative Agent and the Increasing Lenders, to the extent requested at least five Business Days prior to the Amendment Effective Date, in form and substance reasonably satisfactory with respect to the Lender (Parent, the Borrower and the other Loan Parties, (i) the documentation and other information requested by the Administrative Agent and any Increasing Lender in order to comply with the requirements of the Patriot Act, (ii) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent or any Increasing Lender. (f) The Administrative Agent shall have received from the Borrower hereby instructs such counsel payment of all fees required to deliver such opinion be paid by the Borrower to such Persons)the Arranger or any Increasing Lender in connection with the transactions contemplated hereby, as separately agreed by the Borrower and the Arranger. (g) The Borrower Administrative Agent shall have received from the Borrower payment of all expenses (including Attorney Costs) required to be paid (i) all fees, costs by the Borrower in connection with the Loan Documents and expenses to the extent that statements for such expenses shall which invoices have been delivered to the Borrower on or presented at least one Business Day prior to the Amendment Effective Date (including all such legal fees Date. The Administrative Agent shall notify the Borrower, the Parent, the Lenders and expenses the L/C Issuers of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence occurrence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated the Amendment Effective Date Date, and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section such notice shall be conclusive and compliance with the conditions set forth hereinbinding.

Amendment Effective Date. This Amendment The amendments effected by Paragraph 2 above shall become effective as of the first date on December 11, 2002 (the “Amendment Effective Date”) ), subject to receipt by the Agent and the Banks on which each or prior to the Amendment Effective Date of the following conditions shall have been satisfied:the (a) This Amendment shall have been duly executed by Holdings, the Majority Banks and the Agent; (b) A letter in the form of Exhibit A hereto, dated the Amendment Effective Date and duly executed by each of the Borrower and the Lender. (b) No Default or Event of Default shall exist or have occurred and be continuing (after giving effect to the provisions of this Amendment).Guarantor; (c) The representations and warranties of each Loan Parties contained in this Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as A Certificate of the Amendment Effective DateSecretary of Holdings, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, certifying that the Certificate of Incorporation, Bylaws and resolutions of the board of directors of Holdings, in the form and substance reasonably satisfactory delivered to the Lender (Agent on the Effective Date, are in full force and the Borrower hereby instructs effect and have not been amended, supplemented, revoked or repealed since such counsel to deliver such opinion to such Persons).date; (gd) The Borrower shall have paid (i) Payment by Holdings of all accrued and unpaid fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower then due and payable on or prior to the Amendment Effective Date (including all such legal fees and expenses Date, together with reasonable Attorney Costs of ▇▇▇▇▇▇▇ Fargo to the extent invoiced prior to or on the Amendment Effective Date, ▇▇▇▇ & ▇▇▇plussuch additional amounts of reasonable Attorney Costs as shall constitute ▇▇▇▇▇ LLP Fargo’s reasonable estimate of Attorney Costs incurred or to be incurred by it in connection herewith).with this Amendment; and (he) The Lender shall have received (i) confirmation from Such other evidence as the Borrower that all consents needed under Agent or any Bank may reasonably request to establish the Existing Loan Documents have been obtained accuracy and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer completeness of the Borrower, confirming satisfaction of representations and warranties and the conditions set forth in this Section and compliance with the terms and conditions set forth hereincontained in this Amendment and the other Loan Documents.

Amendment Effective Date. This Amendment amendment and restatement of the Existing Senior Secured Credit Agreement shall not become effective as of until the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.02): (a) This Amendment The Administrative Agent shall have been duly received (i) counterparts of this Agreement executed by each of the Administrative Agent, the Collateral Agent, the Required Lenders, the Borrower and the LenderGuarantors and (ii) Amendment Effective Date Lender Consents and commitments from Lenders and/or prospective Lenders representing 100% of the aggregate outstanding principal amount of the Amendment Effective Date Term Loans and 100% of the Revolving Commitments. (b) No Default or Event of Default The Administrative Agent shall exist or have occurred and be continuing received favorable written opinions (after giving effect addressed to the provisions Administrative Agent and the Lenders and dated the Amendment Effective Date) of (a) the general counsel of the Borrower and (b) ▇▇▇▇▇▇ & Bird LLP and other counsel for the Loan Parties, covering such other matters relating to the Borrower, this Amendment)Agreement or the Transactions as the Lenders shall reasonably request and otherwise in form and substance reasonably satisfactory to the Administrative Agent. (c) The representations and warranties of each Loan Parties contained in this Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender Administrative Agent shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender Administrative Agent or its counsel may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Borrower, the Loan Documents Subsidiaries, this Agreement or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLPTransactions, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, all in form and substance reasonably satisfactory to the Lender Administrative Agent and its counsel, it being agreed that a certificate from the Secretary or Assistant Secretary (and or other individual performing similar functions) certifying that any certified copies of any articles or certificate of incorporation or formation, operating agreement, partnership agreement, bylaws or similar organizational documents delivered to the Borrower hereby instructs such counsel Administrative Agent with respect to deliver such opinion to such Personsthe Subsidiary Loan Parties in connection with the closing of the Existing Senior Secured Credit Agreement have not been amended, supplemented or otherwise modified since the date of certification thereof shall satisfy the requirements of this clause (c). (gd) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Financial Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth hereinin paragraphs (a) and (b) of Section 4.02. (e) [Intentionally omitted]. (f) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to it on or prior to the Amendment Effective Date, including to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (g) [Intentionally omitted]. (h) [Intentionally omitted]. (i) [Intentionally omitted]. (j) The Administrative Agent and each Lender shall have received all such information as shall have been reasonably requested by it in order to enable it to comply with the requirements of the USA Patriot Act and any other “know your customer” or similar laws or regulations. (k) On the Amendment Effective Date, (i) after giving effect to the consummation of the Transactions and any rights of contribution, the Borrower and its Restricted Subsidiaries, taken as a whole, shall be Solvent and the Loan Parties, taken as a whole, shall be Solvent and (ii) the Administrative Agent shall have received a solvency certificate from the Financial Officer of the Borrower and each Subsidiary Loan Party in form and substance satisfactory to the Administrative Agent, dated as of the Amendment Effective Date and addressed to the Agents and the Lenders, in each case in form, scope and substance satisfactory to the Administrative Agent. (l) [Intentionally omitted]. (m) [Intentionally omitted]. (n) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03(b). The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.

Amendment Effective Date. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:satisfied (or waived by the Administrative Agent): (a) This Amendment the Administrative Agent (or its counsel) shall have been received a counterpart signature page of this Amendment duly executed by Holdings and the Borrower, the Administrative Agent and each 2024 Incremental Term Loan Lender; (b) the Administrative Agent (or its counsel) shall have received a certificate signed by a Responsible Officer of each Loan Party, in substantially the form delivered on the Closing Date, (i) certifying that the articles of formation (or equivalent document) of such Loan Party, certified by the appropriate Governmental Authority of the state of formation of such Loan Party, and the operating agreement (or equivalent document) of such Loan Party, either (x) has not been amended since the prior date of delivery or (y) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and certified as true and complete as of a recent date by the appropriate Governmental Authority of the state of formation of such Loan Party, (ii) certifying that attached thereto are the resolutions of the board of directors or other comparable managing body of such Loan Party approving the Amendment, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a Responsible Officer of such Loan Party as of the Amendment Effective Date to be true and correct and in force and effect as of such date, (iii) certifying as to the incumbency and genuineness of the signatures of the officers or other authorized signatories of such Loan Party executing this Amendment and (iv) attaching the good standing certificates described in clause (d) of this Section 5; (c) the Administrative Agent (or its counsel) shall have received, on behalf of itself and the 2024 Incremental Term Loan Lenders on the Amendment Effective Date, a customary written opinion of (i) D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel for Holdings, the Borrower and certain of the Subsidiary Guarantors and (ii) Morris, Nichols, Arsht & T▇▇▇▇▇▇ LLP in its capacity as special Delaware counsel for Holdings, the Borrower and the Lender.Subsidiary Guarantors; (bd) No Default the Administrative Agent (or Event its counsel) shall have received a certificate of Default shall exist or have occurred and be continuing good standing (after giving effect to the provisions extent such concept exists in the relevant jurisdiction) with respect to the Loan Parties certified as of this Amendment).a recent date by the appropriate Governmental Authority of the state of formation; (ce) The the Administrative Agent (or its counsel) shall have received all documentation and other information, at least two Business Days prior to the Amendment Effective Date, required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act (in each case to the extent so requested no less than ten Business Days prior to the Amendment Effective Date); (f) all fees and expenses required to be paid by (or on behalf of) the Borrower to the Administrative Agent (including pursuant to Section 9.03 of the Existing Credit Agreement and pursuant to Section 7 hereof) or the Amendment No. 12 Lead Arrangers pursuant to any engagement letter or fee letter with the Borrower on or before the Amendment Effective Date shall have been (or shall substantially contemporaneously be) paid in full in cash (to the extent invoiced at least three Business Days prior to the Amendment Effective Date); (g) the Administrative Agent shall have received a Borrowing Request in respect of the 2024 Incremental Term Loans to be made on the Amendment Effective Date in accordance with the requirements of the Existing Credit Agreement; (h) the representations and warranties set forth in Article 3 of each Loan Parties contained in this Amendment and each other Loan Documents the Amended Credit Agreement shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date with the same effect as though such representations and warranties had been made on the Amendment Effective Date, except ; provided that to the extent that such any representation and warranties warranty specifically refer refers to an earlier datea given date or period, in which case they it shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date.date or for such period; and (di) The Lender shall have received such customary certificates no Event of resolutions or other actionDefault under Section 7.01(a), incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender or (g) of the Amended Credit Agreement shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel exist immediately prior to or immediately after giving effect to the Borrowereffectiveness of this Amendment. By executing this Amendment, addressed the 2024 Incremental Term Loan Lenders and the Administrative Agent shall be deemed to have consented to, approved or accepted, or be satisfied with, or have waived, all conditions hereto and to the Lender Amendment Effective Date. The Administrative Agent shall post a notice of effectiveness and dated occurrence of the Amendment Effective Date, in form and substance reasonably satisfactory to the Lender (which shall be conclusive. The Administrative Agent and the Borrower hereby instructs such counsel to deliver such opinion to such Persons). (g) The Borrower shall have paid (i) all fees, costs 2024 Incremental Term Loan Lenders acknowledge and expenses to the extent agree that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇is December 17, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith)2024. (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth herein.

Amendment Effective Date. This Amendment and the amendments to the Existing Credit Agreement contained in Section 3 hereof shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:satisfied (or waived by the Lenders): (a) This Amendment the Administrative Agent (or its counsel) shall have been received a counterpart signature page of this Amendment duly executed by Holdings, the Borrowers, the Administrative Agent, each of the Borrower other Guarantor party hereto, each 2026 Incremental Revolving Credit Lender and the Lender.Consenting Lenders; (b) No Default the Administrative Agent (or Event its counsel) shall have received: i. either (x) a copy of Default shall exist the certificate or have occurred and be continuing articles of incorporation, articles of association (after giving effect statuts) or equivalent organizational document, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (where relevant) or by the Luxembourg Companies Register with respect to the provisions Luxembourg Loan Parties or (y) confirmation from such Loan Party that there has been no change to such organizational documents since last delivered to the Administrative Agent; and ii. a certificate of the secretary, an authorized representative, assistant secretary, director, or managing director (as applicable) of each Loan Party (other than any Loan Party incorporated or formed in Hong Kong or Singapore), dated the Amendment Effective Date and certifying (A) that (x) attached thereto is a true and complete copy of the certificate of incorporation (and, where applicable, certificate of change of name), by-laws, articles of association, constitution or operating, management, partnership or similar agreement of such Loan Party as in effect on the Amendment Effective Date or (y) there has been no change to such governing documents since last delivered to the Administrative Agent, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or managers, general meeting of the shareholders or other equivalent governing body of such Loan Party authorizing the execution, delivery and performance of this AmendmentAmendment or any other document delivered in connection herewith on behalf of such Loan Party, as applicable, and that such resolutions have not been modified, rescinded or amended and are in full force and effect (as applicable), (C) that any attached certificate or articles of incorporation, equivalent organizational document, by-laws, operating, management, partnership or similar agreement of such Loan Party has not been amended (in the case of the articles of incorporation of each such Loan Party, since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (E) below), (D) as to the incumbency (where applicable) and specimen signature of each officer or authorized signatory executing this Amendment or any other document delivered in connection herewith on behalf of such Loan Party, (E) good standing certificates, business registration certificates or registrars (or, in each case, its equivalent) for each Loan Party from the jurisdiction in which it is organized (as applicable in the relevant jurisdiction except for the Luxembourg Loan Parties and Irish Guarantors), each dated a recent date prior to the Amendment Effective Date; and (F) for Luxembourg Loan Parties: (i) an excerpt (extrait) from the Luxembourg Companies Register pertaining to the Luxembourg Loan Parties dated no earlier than one (1) Business Day prior to the Amendment Effective Date; and (ii) a certificate of non-registration of judicial decisions or of administrative dissolution without liquidation (certificat de non-inscription d’une décision judiciaire ou de dissolution administrative sans liquidation), issued by the Luxembourg Insolvency Register in respect of the Luxembourg Loan Party no earlier than one (1) Business Day prior to the Amendment Effective Date certifying that, as of the date of the day immediately preceding such certificate, the Luxembourg Loan Party has not been declared bankrupt (en faillite), and that it has not applied for general settlement, administrative dissolution without liquidation (dissolution administrative sans liquidation), or reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), such other proceedings listed at Article 13, items 4 to 12, 16 and 17 of the Luxembourg Act dated December 19, 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time). (c) the Administrative Agent (or its counsel) shall have received a customary opinion from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, as New York counsel for the Loan Parties, (ii) LOYENS & LOEFF LUXEMBOURG SARL, as Luxembourg counsel for the Loan Parties, and (iii) NautaDutilh Avocats Luxembourg S.à ▇.▇. as Luxembourg counsel to the Administrative Agent, in each case, addressed to the Administrative Agent and the 2026 Incremental Revolving Credit Lenders and dated the Amendment Effective Date; (d) the Administrative Agent shall have received a customary opinion from ▇▇▇▇▇▇▇ ▇▇▇ LLP, as Irish counsel for the Administrative Agent, addressed to the Administrative Agent and the 2026 Incremental Revolving Credit Lenders and dated the Amendment Effective Date; and (e) to the extent invoiced at least two (2) Business Days prior to the Amendment Effective Date, the Borrowers shall have paid (or caused to be paid) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent incurred in connection with the preparation, negotiation and execution of this Amendment (including all Attorney Costs) in accordance with Section 10.04 of the Amended Credit Agreement. (f) The representations and warranties of each Loan Parties contained Party set forth in Sections 5.01, 5.02, 5.03, and 5.04 of the Existing Credit Agreement (with the references to “Loan Document” or “Loan Documents” in Sections 5.01(b)(ii), 5.02, 5.03 and 5.04 of such representations and warranties to include this Amendment and each other Amendment), as applicable to such Loan Documents Party, shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective DateDate with the same effect as though made on and as of such date, except to the extent that such representation representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date.; and (dg) The Lender Other than the Specified Defaults (as defined in the 2026 Limited Waiver), no Event of Default shall have received such customary certificates of resolutions exist immediately prior to or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized immediately after giving effect to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated this Amendment on the Amendment Effective Date, in form and substance reasonably satisfactory to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons). (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth herein.

Amendment Effective Date. This Amendment amendment and restatement of the Existing Senior Secured Credit Agreement shall not become effective as of until the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.02): (a) This Amendment shall have been duly executed by each of the Borrower and the Lender[Intentionally omitted]. (b) No Default or Event of Default The Administrative Agent shall exist or have occurred and be continuing received favorable written opinions (after giving effect addressed to the provisions Administrative Agent and the Lenders and dated the Amendment Effective Date) of (a) the general counsel of the Borrower and (b) ▇▇▇▇▇▇ & Bird LLP and other counsel for the Loan Parties, covering such other matters relating to the Borrower, this Amendment)Agreement or the Transactions as the Lenders shall reasonably request and otherwise in form and substance reasonably satisfactory to the Administrative Agent. (c) The representations and warranties of each Loan Parties contained in this Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender Administrative Agent shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender Administrative Agent or its counsel may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Borrower, the Loan Documents Subsidiaries, this Agreement or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLPTransactions, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, all in form and substance reasonably satisfactory to the Lender Administrative Agent and its counsel, it being agreed that a certificate from the Secretary or Assistant Secretary (and or other individual performing similar functions) certifying that any certified copies of any articles or certificate of incorporation or formation, operating agreement, partnership agreement, bylaws or similar organizational documents delivered to the Borrower hereby instructs such counsel Administrative Agent with respect to deliver such opinion to such Personsthe Subsidiary Loan Parties in connection with the closing of the Existing Senior Secured Credit Agreement have not been amended, supplemented or otherwise modified since the date of certification thereof shall satisfy the requirements of this clause (c). (gd) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Financial Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth hereinin paragraphs (a) and (b) of Section 4.02. (e) [Intentionally omitted]. (f) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to it on or prior to the Amendment Effective Date, including to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (g) [Intentionally omitted]. (h) [Intentionally omitted]. (i) The Lenders shall have received a detailed business plan of HealthSouth and its subsidiaries for the fiscal years 2012 through 2016. (j) The Administrative Agent and each Lender shall have received all such information as shall have been reasonably requested by it in order to enable it to comply with the requirements of the USA Patriot Act and any other “know your customer” or similar laws or regulations. (k) On the Amendment Effective Date, (i) after giving effect to the consummation of the Transactions and any rights of contribution, the Borrower and its Restricted Subsidiaries, taken as a whole, shall be Solvent and the Loan Parties, taken as a whole, shall be Solvent and (ii) the Administrative Agent shall have received a solvency certificate from the Financial Officer of the Borrower and each Subsidiary Loan Party in form and substance satisfactory to the Administrative Agent, dated as of the Amendment Effective Date and addressed to the Agents and the Lenders, in each case in form, scope and substance satisfactory to the Administrative Agent. (l) The Borrower shall have repaid in full the Term Loans outstanding under the Existing Senior Secured Credit Agreement plus any accrued and unpaid interest and fees thereon and any amounts required under Section 2.16. (m) The Borrower shall have repaid in full the Revolving Loans outstanding under the Existing Senior Secured Credit Agreement plus any accrued and unpaid interest and fees thereon and any amounts required under Section 2.16. (n) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03(b). The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.

Amendment Effective Date. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:satisfied (or waived pursuant to Section 10.1 of the Credit Agreement): (a) This Amendment the Administrative Agent shall have been received counterparts to this Amendment, duly executed by each of the Borrower Borrower, the Administrative Agent, the Required Lenders and the Issuing Lender.; (b) No Default or Event of Default shall exist or have occurred and be continuing (after giving effect Amendment No. 1 to the provisions of this Amendment).Second Lien Credit Agreement among the Borrower, the several lenders from time to time parties thereto, Citizens Bank, N.A., as administrative agent and the other agents parties thereto shall have become effective and the Administrative Agent shall have received an executed copy thereof; (c) The Borrower shall have paid or caused to be paid all other fees and expenses required to be paid or reimbursed in connection with this Amendment on or prior to the date hereof; (d) The Administrative Agent shall have received, for the account of each Lender that provides its consent to the Amendment on or prior to the Amendment Effective Date, an amendment fee equal to 0.25% of the aggregate amount of Revolving Commitments and aggregate principal amount of Term Loans held by such approving Lender on the Amendment Effective Date. (e) (i) all of the representations and warranties of each made by any Loan Parties contained Party in this Amendment and each other the Loan Documents shall be true and correct in all material respects and (orii) no Default or Event of Default shall have occurred and be continuing at the time of, if such representation or warranty is subject to a materiality or Material Adverse Effect qualificationafter giving effect to, in all respects) this Amendment on and as of the Amendment Effective Date, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby.; and (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons). (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender Administrative Agent shall have received a certificate, dated duly executed officer’s certificate from the Amendment Effective Date and signed by a Responsible Officer of Borrower certifying as to the Borrower, confirming satisfaction of the conditions matters set forth in this Section and compliance with the conditions set forth hereincondition (e) above.

Amendment Effective Date. This Amendment shall become effective as of the first date set forth above (the “Tenth Amendment Effective Date”) on which each of the following conditions shall have been satisfied:satisfied (or waived by the Tenth Amendment Revolving Lenders): (a) This Amendment the Administrative Agent (or its counsel) shall have been received a counterpart signature page of this Amendment duly executed by the Parent Borrower, each of other Loan Party party hereto, the Borrower Administrative Agent, each Consenting Lender (and, when taken together, constituting all Lenders under the Existing Credit Agreement on such date) and the each Tenth Amendment Revolving Lender.; (b) No Default the Administrative Agent (or Event of Default its counsel) shall exist or have occurred and be continuing received a customary opinion from (after giving effect i) D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel to the provisions Loan Parties and (ii) M▇▇▇▇▇, N▇▇▇▇▇▇, Arsht & T▇▇▇▇▇▇ LLP, in its capacity as special Delaware counsel to the Loan Parties, in each case, dated as of this Amendment).the Tenth Amendment Effective Date and addressed to the Administrative Agent and each Tenth Amendment Revolving Lender; (c) The substantially concurrently with the establishment of the Tenth Amendment Revolving Facility, (i) all Revolving Loans (if any) outstanding under the Existing Credit Agreement (together with any accrued but unpaid interest thereon to, but not including, the Tenth Amendment Effective Date, and all fees or premiums, if any, with respect thereto) shall be repaid or paid, as applicable, in full with the proceeds of Tenth Amendment Revolving Loans (if any) or, at the option of the Parent Borrower, cash on hand of the Parent Borrower and (ii) all Revolving Commitments under the Existing Revolving Facility shall be refinanced and replaced in full by the Tenth Amendment Revolving Commitments, in each case pursuant to the terms of Section 2 of this Amendment (collectively, the “Refinancing”); (d) the Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated the Tenth Amendment Effective Date, substantially in the form of Exhibit C to the Existing Credit Agreement, with appropriate insertions and attachments, certifying as to the matters referred to in clauses (f) and (g) of this Section 4, and including without limitation (x) the certificate of incorporation (or equivalent) of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and (y) a true and complete copy of its by-laws or operating, management, partnership or similar agreement (or, in each case of clauses (x) and (y) above, a certification that true and complete copies of such documents or agreements have been previously attached to a certificate delivered to the Administrative Agent under the Existing Credit Agreement and that such documents or agreements have not been amended except as otherwise attached to such certificate delivered to the Administrative Agent on the Tenth Amendment Effective Date and certified therein as being the only amendments thereto as of such date), and (ii) a good standing certificate as of a recent date for each Loan Party from its relevant authority of its jurisdiction of organization; (e) the Administrative Agent (or its counsel) shall have received a Solvency Certificate dated as of the Tenth Amendment Effective Date from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Parent Borrower certifying as to the matters set forth therein; (f) each of the representations and warranties of each made by any Loan Parties contained Party in this Amendment and each other or pursuant to the Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respectsrespects if qualified by materiality) on and as of the Tenth Amendment Effective Date, immediately prior to and immediately after giving effect to this Amendment and the transactions contemplated hereby, as if made on and as of such date, except to the extent that such representation and warranties specifically refer to expressly made as of an earlier date, in which case they such representations and warranties shall be have been so true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date.; (dg) The no Default or Event of Default shall have occurred and be continuing on the Tenth Amendment Effective Date or immediately after giving effect to the transactions contemplated by this Amendment and the Amended Credit Agreement; (h) to the extent applicable, the Administrative Agent shall have received written notice from the Parent Borrower for the Borrowing of Tenth Amendment Revolving Loans to be funded on the Tenth Amendment Effective Date; (i) each Tenth Amendment Revolving Lender shall have received such customary certificates of resolutions or other actionreceived, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating at least three Business Days prior to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Tenth Amendment Effective Date, in form and substance reasonably satisfactory to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons). (g) The Borrower shall have paid (i) all feesdocumentation and other information about the Parent Borrower and the Guarantors that shall have been reasonably requested by such Tenth Amendment Revolving Lender in writing at least 10 Business Days prior to the Tenth Amendment Effective Date and that such Tenth Amendment Revolving Lender reasonably determines is required by United States bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, costs including the PATRIOT Act and expenses the CDD Rule and (ii) to the extent that statements for such expenses shall have been the Parent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and any Tenth Amendment Revolving Lender has requested, in a written notice delivered to the Parent Borrower on or at least 10 days prior to the Tenth Amendment Effective Date Date, such a certification, at least two days prior to the Tenth Amendment Effective Date, a Beneficial Ownership Certification regarding beneficial ownership as required by the Beneficial Ownership Regulation; and (including i) to the extent invoiced to the Parent Borrower at least three Business Days prior to the Tenth Amendment Effective Date, all such costs and expenses (including, without limitation, reasonable and documented legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP counsel to the Administrative Agent) required to be paid by the Parent Borrower in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained with this Amendment and (ii) evidence all fees required to be paid by the Parent Borrower to the Tenth Amendment Revolving Lenders in connection with this Amendment pursuant to that certain fee letter dated as of executed modifications the Tenth Amendment Effective Date between the Administrative Agent and amendments to and/or consents under the SPAC Agreement Parent Borrower, in form and substance reasonably satisfactory the Lender. each case of clauses (i) The Lender and (ii), shall have received a certificate, dated been paid or shall have been authorized to be deducted from the proceeds of any funding of Tenth Amendment Effective Date and signed by a Responsible Officer Revolving Loans. For purposes of the Borrower, confirming satisfaction of determining whether the conditions set forth specified in this Section 4 have been satisfied on the date hereof, by executing this Amendment, the Administrative Agent and compliance with the conditions set forth hereinTenth Amendment Revolving Lenders (including each Consenting Lender) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or the Tenth Amendment Revolving Lenders, as the case may be.

Amendment Effective Date. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:satisfied (or waived by the First Amendment Incremental Term Lenders and the Required Revolving Credit Lenders): (a) This Amendment the Administrative Agent (or its counsel) shall have been received (x) a counterpart signature page of this Amendment duly executed by the Borrower, the Administrative Agent and each First Amendment Incremental Term Lender and (y) a counterpart signature page of this Amendment duly executed by the Revolving Credit Lenders constituting the Required Revolving Credit Lenders under the Existing Credit Agreement immediately prior to the Amendment Effective Date; (b) the Administrative Agent (or its counsel) shall have received a customary opinion from ▇▇▇▇▇▇▇ Procter LLP in its capacity as counsel to the Credit Parties dated as of the Amendment Effective Date and addressed to the Administrative Agent and the First Amendment Incremental Term Lenders; (c) the Administrative Agent shall have received (a) the audited consolidated financial statements of the Target and its subsidiaries for the fiscal years ended December 31, 2020 and December 31, 2019 and (b) the audited consolidated balance sheet of the Borrower and its subsidiaries for the Lender.fiscal years ended June 30, 2021 and June 30, 2020 and, in each case, the related audited consolidated statements of income and cash flows for the fiscal years then-ended; provided that (x) in each case, the Borrower’s or the Target’s public filing of any required financial statements with the SEC shall constitute delivery of such financial statements and (y) in each case, the filing of the foregoing required financial statements on form 10-K or form 10-Q, as applicable, with the SEC by the Borrower or the Target, as applicable, will satisfy the foregoing requirements; (bd) No Default the Administrative Agent (or Event its counsel) shall have received (i) a certificate of Default shall exist or have occurred and be continuing (after giving effect each Credit Party, dated the Amendment Effective Date, certifying as to the provisions incumbency and genuineness of this Amendment). (c) The representations and warranties the signature of each Loan Parties contained in officer of such Credit Party executing this Amendment and each certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Credit Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party as in effect on the Amendment Effective Date, (C) resolutions duly adopted by the Board of Directors of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party and (D) each certificate as of a recent date of the good standing (to the extent such concept exists in the applicable jurisdiction) of each Credit Party under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (e) with respect to the First Amendment Incremental Term Loans only, (x) each of the Specified Merger Agreement Representations shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects, if qualified by materiality) on and as of the Amendment Effective Date, except to the extent that such representation and warranties specifically refer to expressly made as of an earlier date, in which case they such Specified Merger Agreement Representations shall have been true and correct in all material respects (or in all respects, if qualified by materiality) as of such earlier date and (y) each of the First Amendment Specified Representations shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects, if qualified by materiality) as of the Amendment Effective Date, except to the extent expressly made as of an earlier date, in which case such First Amendment Specified Representations shall have been true and correct in all material respects (or in all respects, if qualified by materiality) as of such earlier date. (d) The Lender shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers ; provided that to the extent any of the Borrower Specified Merger Agreement Representations are qualified or subject to “material adverse effect,” the definition thereof shall be “Company Material Adverse Effect” as defined in the Lender may require evidencing Merger Agreement for the identitypurposes of any representations and warranties made, authority and capacity of each Responsible Officer thereof authorized or to act be made, on or as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby.Amendment Effective Date; (f) The Lender with respect to the First Amendment Incremental Term Loans only, since the date of the Merger Agreement, there shall not have occurred and be continuing to exist any “Company Material Adverse Effect” (as defined in the Merger Agreement); (g) subject to the last paragraph of this Section 4, all actions necessary to establish that the Administrative Agent will have a perfected first priority security interest (free and clear of all Liens other than Permitted Liens) in the Collateral under the Loan Documents shall have been taken (or shall be taken contemporaneously with funding); (h) all costs, fees and expenses (including, without limitation, reasonable and documented legal fees and expenses of counsel to the Administrative Agent) and other compensation required to be paid by the Borrower in connection with this Amendment to the Administrative Agent, the First Amendment Lead Arrangers, the First Amendment Co-Manager and the First Amendment Incremental Term Lenders, including without limitation pursuant to the Amended Restated Commitment Letter and the Amended and Restated Joint Fee Letter, in each case dated as of September 20, 2021 and entered into between the First Amendment Lead Arrangers, the First Amendment Co-Manager and the Borrower with respect to the First Amendment Incremental Term Loans, shall have been paid; provided that, in the case of any legal fees and expenses, an invoice therefor has been delivered to the Borrower at least three (3) Business Days prior to the Amendment Effective Date; (i) the Administrative Agent (or its counsel) shall have received an opinion a certificate of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel solvency from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower certifying as to the Borrower, addressed matters set forth therein; (j) the Acquisition shall be consummated pursuant to the Lender Merger Agreement, substantially concurrently with the funding of the First Amendment Incremental Term Loans, and dated no provision of the Merger Agreement shall have been amended or waived, and no consent or direction shall have been given thereunder, in any manner materially adverse to the interests of the First Amendment Incremental Term Lenders (in their capacity as such) without the prior written consent of such First Amendment Incremental Term Lenders (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that (a) any amendment to the definition of “Company Material Adverse Effect” in the Merger Agreement shall be deemed to be materially adverse to the interests of such First Amendment Incremental Term Lenders (in their capacity as such), (b) any decrease in the purchase price shall be deemed to be materially adverse to the interests of the First Amendment Incremental Term Lenders unless such decrease is in an amount less than or equal to 10% of the purchase price and proportionately reduces the aggregate principal amount of the First Lien Incremental Term Loans and (c) any increase in the purchase price shall not be deemed not to be materially adverse to the interests of such First Amendment Incremental Term Lenders (in their capacity as such) to the extent not funded with additional indebtedness; (k) the First Amendment Lead Arrangers shall have received, at least three Business Days prior to the Amendment Effective Date, all documentation and other information about the Borrower and the Guarantors that shall have been reasonably requested by the First Amendment Lead Arrangers or any First Amendment Incremental Term Lender in writing at least 10 Business Days prior to the Amendment Effective Date and that such First Amendment Lead Arranger or such First Amendment Incremental Term Lender reasonably determines is required by United States bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the CDD Rule and (ii) to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), at least five days prior to the Amendment Effective Date, any First Amendment Incremental Term Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Amendment Effective Date, a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation (a “Beneficial Ownership Certification”) in relation to the Borrower shall have received such Beneficial Ownership Certification; (l) with respect to the First Amendment Incremental Term Loans only, no Specified Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to the First Amendment Incremental Term Loan Commitment and the incurrence of the First Amendment Incremental Term Loans pursuant thereto and immediately prior to and immediately after giving effect to the other Transactions; (m) with respect to the First Amendment Incremental Term Loans only, no Default or Event of Default shall have occurred and be continuing at the time of the execution of the Merger Agreement; (n) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower (i) certifying as to the matters referred to in clauses (e), (f), (j), (l) and (m) demonstrating compliance with the requirements set forth in Section 5.13(a) of the Existing Credit Agreement; (o) the Administrative Agent shall have received a reaffirmation agreement and a reaffirmation of foreign pledge agreement, in each case, dated as of the Amendment Effective Date and in form and substance reasonably satisfactory to the Lender (Administrative Agent and in substantially the same form as the Reaffirmation Agreement and the Borrower hereby instructs such counsel Reaffirmation of Foreign Pledge Agreement. For purposes of determining whether the conditions specified in this Section 4 have been satisfied on the date hereof, by the funding of the First Amendment Incremental Term Loans, the Administrative Agent and the First Amendment Incremental Term Lenders shall be deemed to deliver such opinion have consented to, approved or accepted, or to such Persons). (g) The Borrower shall have paid (i) all feesbe satisfied with, costs and expenses each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the extent that statements for such expenses shall have been delivered Administrative Agent or the First Amendment Incremental Term Lenders, as the case may be. Notwithstanding anything herein to the Borrower contrary, the terms of the Existing Credit Agreement, including Sections 8.13 and 8.16 thereof, shall govern the provision of any lien search or Collateral (including the creation or perfection of any security interest) with respect to the Target or any of its subsidiaries and in no event shall any lien search or Collateral (including the creation or perfection of any security interest) constitute a condition precedent to the availability or funding of the First Amendment Incremental Term Loans on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith)Date. (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth herein.

Amendment Effective Date. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied: (ai) This Amendment the Administrative Agent shall have been received a counterpart signature page of this Amendment duly executed by each of the Borrower Borrower, each Guarantor, each Refinancing Term Lender, each Refinancing Revolving Lender and other Lenders (together with the Lender.Refinancing Term Lenders and Refinancing Revolving Lenders) sufficient to constitute, collectively, the Requisite Lenders; (bii) No Default or Event of Default shall exist or have occurred the Administrative Agent and be continuing (after giving effect to the provisions of this Amendment). (c) The representations Lenders and warranties of each Loan Parties contained in this Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender their respective counsel shall have received an original executed copy of the favorable written opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to for the BorrowerCredit Parties, addressed to the Lender and dated as of the Amendment Effective Date, Date and in form and substance reasonably satisfactory to the Lender Administrative Agent, addressed to the Administrative Agent and the Lenders as of the Amendment Effective Date after giving effect to this Amendment (and the Borrower each Credit Party hereby instructs such counsel to deliver such opinion to the Administrative Agent and such PersonsLenders).; (giii) The Borrower the Administrative Agent shall have paid received (i) all feesa copy of each Organizational Document of each Credit Party certified, costs and expenses to the extent that statements for such expenses shall have been delivered applicable, as of a recent date by the applicable Governmental Authority, or, if reasonably acceptable to the Borrower Administrative Agent, a certification by an Authorized Officer that the applicable Organizational Documents delivered in connection with the Closing Date, remain in full force and effect and have not been amended, modified, revoked or rescinded since the Closing Date, as applicable, (ii) signature and incumbency certificates of the officers or directors of each Credit Party executing this Amendment, substantially in the form of the closing certificates delivered on the Closing Date, (iii) resolutions of the Board of Directors or prior similar governing body of each Credit Party approving and, to the extent required in any jurisdiction, resolutions of the meeting of shareholders of a Credit Party, in each case authorizing the execution, delivery and performance of this Amendment, certified as of the Amendment Effective Date by a director, its secretary, an assistant secretary as being in full force and effect without modification or amendment and (iv) a good standing certificate (to the extent such concept is applicable in the relevant jurisdiction) from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation; (iv) the representations and warranties of the Credit Parties set forth in Section 4 hereof shall be true and correct in all material respects as of the Amendment Effective Date (including except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such legal earlier date), and the Administrative Agent shall have received a certificate, dated as of the Amendment Effective Date of the Borrower, confirming the accuracy thereof, which shall be in form and substance reasonably satisfactory to Administrative Agent; (v) the Borrower shall have paid all fees and expenses of other amounts due and payable to GS Bank, ▇.▇. ▇▇▇▇▇▇ Securities LLC (“JPMS”), Citigroup Global Markets Inc. (“CGMI”), ▇▇▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP Incorporated (“MLPFS”) as joint lead arrangers, bookrunners and co-syndication agent (in such capacities, the “Lead Arrangers”), Fifth Third Bank as documentation agent and the Administrative Agent in connection herewith)with this Amendment, including reimbursement or payment of reasonable costs and expenses actually incurred by the Lead Arrangers or the Administrative Agent in connection with this Amendment, including the reasonable fees, expenses and disbursements of counsel for the Lead Arrangers and the Administrative Agent, in each case, to the extent that Borrower has received a reasonably detailed invoice for such costs and expenses prior to the Amendment Effective Date; (vi) concurrently with the making of the Refinancing Tranche A Term Loans and making the Refinancing Revolving Commitments available hereunder, (a) the entire aggregate principal amount of the Existing Tranche A Term Loans and (b) all accrued interest, fees and other amounts (including any amounts due pursuant to Section 2.18 of the Credit Agreement) accrued prior to the Amendment Effective Date in connection therewith and in connection with the Existing Revolving Commitments shall have been paid (or, in the case of principal, deemed paid pursuant to this Amendment) in full and all Interest Periods in respect of thereof shall have been terminated; and (vii) the Borrower shall have delivered a Funding Notice with respect to the Refinancing Tranche A Term Loans, notice of prepayment with respect to the Existing Tranche A Term Loans and notice of termination with respect to the Existing Revolving Commitments. (hb) The Lender Administrative Agent shall have received (i) confirmation from notify the Borrower that all consents needed under and the Existing Loan Documents have been obtained and (ii) evidence Lenders of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of such notice shall be conclusive and binding. Notwithstanding the Borrowerforegoing, confirming satisfaction the Amendment Effective Date shall not occur if each of the conditions set forth or referred to in this Section and compliance 5 has not been satisfied or waived in accordance with Section 10.05 of the conditions set forth hereinCredit Agreement at or prior to 5:00 p.m., New York City time, on ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇ being understood that any such failure of the Amendment Effective Date to occur by such date will not affect any rights or obligations of any Person under the existing Credit Agreement).

Amendment Effective Date. This Amendment The obligations of the ------------------------- Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective as of until the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:is satisfied (or waived in accordance with Section 10.02): (a) This Amendment The Administrative Agent (or its counsel) shall have been duly executed by received from each of the Borrower Borrowers, the Required Lenders, the Administrative Agent, the Canadian Agent and the LenderDocumentation Agent either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) No Default or Event of Default The Administrative Agent shall exist or have occurred and be continuing received a favorable written opinion (after giving effect addressed to the provisions of this Amendment). (c) The representations Administrative Agent, the Canadian Agent and warranties of each Loan Parties contained in this Amendment the Collateral Agents and each other Loan Documents shall be true the Lenders and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of dated the Amendment Effective Date, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects ) of (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respectsi) as of such earlier date. (d) The Lender shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ LLP, counsel to U.S. Counsel for the BorrowerU.S. Borrowers and Subsidiary Guarantors, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons). (gii) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Canadian counsel for the Canadian Borrower, and (iii) ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Quebec counsel for the Canadian Borrower, substantially in the form of Exhibits ▇-▇, ▇-▇ LLP in connection herewith)and B-3 respectively, and covering such other matters relating to the Loan Parties, this Agreement, the other Loan Documents or the Transactions as the Required Lenders shall reasonably request. Each Borrower hereby requests such counsel to deliver such opinion. (hc) The Lender Administrative Agent shall have received (i) confirmation from such documents and certificates as the Borrower that all consents needed under Administrative Agent or its counsel may reasonably request relating to the Existing organization, existence and good standing of the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Loan Parties, this Agreement, the other Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement Transactions, all in form and substance reasonably satisfactory to the LenderAdministrative Agent and its counsel. (id) The Lender Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Company or the relevant Loan Party, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (e) The Administrative Agent shall have received the Subsidiary Guarantee Agreement duly executed by all parties thereto. (f) The Administrative Agent shall have received the Indemnity, Subrogation and Contribution Agreement duly executed by all parties thereto. (g) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Financial Officer of the BorrowerCompany, in form and substance reasonably satisfactory to the Lenders, confirming satisfaction the solvency of the conditions set forth in this Section Company and compliance its Subsidiaries after giving effect to the initial Loans hereunder and the use of proceeds thereof. (h) The Collateral Agents shall have received the Security Agreement, the Quebec Hypothec and the Bank Act Security duly executed by all parties thereto, together with the conditions set forth hereinfollowing: (i) all documents and instruments, including Uniform Commercial Code financing statements or other appropriate filings, recordings or registrations required by all applicable law or reasonably requested by the Administrative Agent to be filed, recorded or registered in order to create in favor of the Collateral Agents for the benefit of the Secured Parties and in favor of the Canadian Lenders, as applicable, a valid and perfected first priority security interest in and Lien on the Collateral (subject to any Lien expressly permitted by Section 6.02) described in the Security Agreement, the Quebec Hypothec and the Bank Act Security shall have been delivered to the Collateral Agents; and (ii) a completed Perfection Certificate dated the Amendment Effective Date and signed by a Financial Officer and a legal officer of the Company, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Collateral Agents that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released. (i) The Administrative Agent shall have received evidence satisfactory to it that the insurance required by Section 5.05 and the applicable provisions of the Security Agreement is in effect. (j) The Administrative Agent shall have received all accrued interest (whether or not at the time due and payable), fees and other amounts outstanding or payable as of the Amendment Effective Date hereunder or under the Prior Agreement, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder. The Administrative Agent shall notify the Company and the Lenders in writing of the Amendment Effective Date, and such notice shall be conclusive and binding.

Amendment Effective Date. This Amendment The obligations of the Lenders to make Term Loans pursuant to the amendment and restatement of this Agreement in the form hereof shall not become effective as of until the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:is satisfied (or waived in accordance with Section 9.02): (a) This Amendment The Administrative Agent (or its counsel) shall have been duly executed by received from each party hereto either (i) a counterpart of the Borrower and Amendment Agreement signed on behalf of such party or (ii) written evidence satisfactory to the LenderAdministrative Agent (which may include telecopy or electronic transmission of a signed signature page of the Amendment Agreement) that such party has signed a counterpart of the Amendment Agreement. (b) No Default or Event of Default shall exist or have occurred and be continuing (after giving effect to the provisions of this Amendment). (c) The representations and warranties of each Loan Parties contained in this Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender Administrative Agent shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender Administrative Agent or its counsel may reasonably request relating to the solvency, organization, existence and and, to the extent applicable, good standing of the Borrower Loan Parties, the authorization of the Transactions and any other legal matters relating to the BorrowerLoan Parties, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLPTransactions, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, all in form and substance reasonably satisfactory to the Lender (Administrative Agent and the Borrower hereby instructs such counsel to deliver such opinion to such Persons)its counsel. (gc) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Responsible Vice President or a Financial Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth hereinin paragraphs (a), (b) and (c) of Section 4.02. (d) The Existing Restated Credit Agreement shall have been amended and restated as the Restated Credit Agreement. (e) The Administrative Agent shall have received all interest, fees and other amounts due and payable or accrued on or prior to the Amendment Effective Date under this Agreement or the Existing Parent Credit Agreement, including, to the extent invoiced at least one Business Day prior to the Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under this Agreement or any other Loan Document. (f) Each Tranche B Lender (as defined in the Existing Parent Credit Agreement) shall have received (or, substantially simultaneously with the funding of the Term Loans on the Amendment Effective Date, shall receive) payment in full of the principal of and interest accrued on each Tranche B Term Loan held by it and all other amounts owing to it or accrued for its account under the Existing Parent Credit Agreement, and all interest, fees and other amounts accrued or owing under each of the Existing Parent Credit Agreement and the Existing Restated Credit Agreement, including to the extent invoiced at least one Business Day prior to the Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower thereunder, shall have been (or, substantially simultaneously with the funding of the Term Loans on the Amendment Effective Date, shall be) paid in full. (g) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the execution of this Agreement shall have been obtained. (h) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Davis Polk & Wardwell, New York counsel for the Borrower and the Subsidiaries, substan▇▇▇▇▇▇ ▇▇ the ▇▇▇▇ ▇▇ Exhibit D-1, (ii) Jones, Walker, Waechter, Poitevant, Carrère & Denègre, L.L.P., U.S. counsel for the Borrower and the ▇▇▇▇▇▇▇▇ries, substantially in ▇▇▇ ▇▇▇m of Exhibit D-2, and (iii) local counsel in each jurisdiction where a Subsidiary Guarantor, a Subsidiary Grantor (as defined in the Collateral Agreement) or a Permitted Pledgee the Equity Interests in which are being pledged pursuant to the Collateral Agreement or any Foreign Pledge Agreement is organized, in each case in form and substance reasonably satisfactory to the Administrative Agent. (i) The Collateral and Guarantee Requirement shall have been satisfied. The Loans made, the application of the proceeds thereof and the termination of existing Indebtedness under the Existing Parent Credit Agreement on the Amendment Effective Date shall be deemed to have occurred as set forth in the Amendment Agreement. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.

Amendment Effective Date. This Amendment shall become effective as of the first date hereof on the date on which the following conditions precedent have been satisfied (the “"Amendment Effective Date”"); provided, however, (i) the consent set forth in Section 3(b) above shall not become effective until the Keystone Effective Date and (ii) the consent set forth in Section 3(c) above shall not become effective until the Leachate Effective Date: (1) The Administrative Agent shall have received on or before the Amendment Effective Date all of the following, all of which shall be in form and substance satisfactory to the Agents, in sufficient originally executed copies for each of the following conditions shall have been satisfiedLenders: (ai) This this Amendment shall have been duly executed by the Borrowers and Lenders constituting the Requisite Lenders; (ii) an Acknowledgment, substantially in the form of Exhibit A attached hereto and executed by each of Subsidiary Guarantor; (iii) such additional documentation as the Borrower and Agents or the LenderRequisite Lenders may reasonably require. (b2) No Default or Event Each of Default shall exist or have occurred and be continuing (after giving effect to the provisions of this Amendment). (c) The representations and warranties of each Loan Parties contained made by the Borrowers or the Subsidiary Guarantors in or pursuant to the Credit Agreement, as amended by this Amendment Amendment, and each the other Loan Documents to which the Borrowers or any of the Guarantors is a party or by which the Borrowers or any of the Subsidiary Guarantors is bound, shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date, except to the extent that such representation Date (other than representations and warranties specifically refer to an earlier date, in any such Loan Document which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) expressly speak as of such earlier a different date). (d3) The Lender shall have received such customary certificates of resolutions or All corporate and other actionproceedings, incumbency certificates and/or and all documents, instruments and other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer legal matters in connection with the Loan Documentstransactions contemplated by this Amendment shall be satisfactory in all respects in form and substance to the Administrative Agent. (e4) The Lender No Event of Default or Default shall have received such other documents occurred and certificates (including Organizational Documents and good standing certificates) as be continuing on the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated therebyAmendment Effective Date. (f5) The Lender Borrowers shall have received paid (1) to each Lender that has executed this Amendment an opinion amendment fee equal to 0.3750% of ▇▇▇▇▇▇ such Lender's outstanding Term Loans and Revolving Credit Commitments, and (2) the fees set forth in that certain fee letter dated November 6, 2000 from ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons). (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith)Inc. to the Company. (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth herein.

Amendment Effective Date. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied: (a) This Amendment shall have been duly executed by each of the Borrower and the Lender. (b) No Default or Event of Default shall exist or have occurred and be continuing (after giving effect to the provisions of this Amendment). (c) The representations and warranties of each Loan Parties contained in this Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons). (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section H shall have been satisfied (or waived) (such date, the “Amendment Effective Date”): 6 1. the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Administrative Agent and compliance the Collateral Agent, (iii) each Stand-Alone L/C Issuer, (iv) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and (vii) the other Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 2. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on the Amendment Effective Date) (1) all accrued and unpaid interest on the Revolving Loans and the Initial Term B Loans to, but not including, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect to any issued and outstanding Revolving Letters of Credit to, but not including, the Amendment Effective Date and (3) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective Date, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement; 4. the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions set forth hereinin Section H.8 and H.9 hereof have been satisfied as of the Amendment Effective Date; 5. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment Effective Date, certifying (a) a copy of the resolutions of the Authorizing Body (as defined therein) of each Credit Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment (and any agreements relating hereto) to which it is a party and (ii) in the case of the Borrower, the extension of credit contemplated hereunder, (b) true and complete copies of the Organizational Documents of each Credit Party as of the Amendment Effective Date and (c) good standing certificates (to the extent such concept exists in the relevant jurisdiction of organization) of each Credit Party (or, in the case of clause (b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered to the Administrative Agent on the Closing Date or such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); 6. (i) all fees in the amounts previously agreed in writing to be received on the Amendment Effective Date and (ii) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 of the Credit Agreement, in each case, shall have been paid to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower at least three (3) Business Days prior to the Amendment Effective Date; 7. the Administrative Agent shall have received all documentation and other information with respect to the Credit Parties that is requested by the Administrative Agent or a Lender and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, in each case, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Amendment Effective Date by the Administrative Agent or such Lender;

Amendment Effective Date. This Amendment and the Amended Credit Agreement shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:satisfied (or waived by the Eighth Amendment Replacement Term Lenders): (a) This Amendment the Administrative Agent (or its counsel) shall have been received (i)(x) a counterpart signature page of this Amendment duly executed by the Parent Borrower, each other Loan Party party hereto, the Additional Replacement Term Lender and the Administrative Agent and (y) each applicable Lender Addendum, executed and delivered by each Consenting Term Lender and (ii) a borrowing notice duly executed by a Responsible Officer of the Parent Borrower with respect to the Eighth Amendment Replacement Term Loans setting forth the Parent Borrower’s request to have the Eighth Amendment Replacement Term Loans be subject to the same Interest Periods and the Lender. same Term SOFR Reference Rate applicable to the Term SOFR Loan Existing Term Loans; (b) No Default the Administrative Agent (or Event of Default shall exist or have occurred and be continuing (after giving effect to the provisions of this Amendment). (cits counsel) The representations and warranties of each Loan Parties contained in this Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender shall have received such a customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. opinion from (ei) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons). (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP LLP, in connection herewith). (h) The Lender shall have received (i) confirmation from its capacity as special New York counsel to the Borrower that all consents needed under the Existing Loan Documents have been obtained Parties and (ii) evidence of executed modifications and amendments ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, in its capacity as special Delaware counsel to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender.Loan Parties, (i) The Lender to the extent invoiced to the Parent Borrower at least three Business Days prior to the Amendment Effective Date, all costs and expenses (including, without limitation, reasonable and documented legal fees and expenses of counsel to the Administrative Agent) required to be paid by the Parent Borrower to the Administrative Agent and the Eighth Amendment Lead Left Arranger in connection with this Amendment and (ii) all fees required to be paid by the Parent Borrower to the Eighth Amendment Lead Left Arranger and the Eighth Amendment Replacement Term Lenders in connection with this Amendment, in each case of (i) and (ii), shall have received a certificatebeen paid or shall have been authorized to be deducted from the proceeds of the funding under the Eighth Amendment Replacement Term Loans; (g) the Administrative Agent (or its counsel) shall have received, dated at least three Business Days prior to the Amendment Effective Date, (i) all documentation and other information about the Parent Borrower and the Subsidiary Guarantors that shall have been reasonably requested by any Eighth Amendment Replacement Term Lender in writing at least 10 Business Days prior to the Amendment Effective Date and signed that such Eighth Amendment Replacement Term Lender reasonably determines is required by United States bank regulatory authorities under applicable “know-your-customer” and anti- money laundering rules and regulations, including the PATRIOT Act and the CDD Rule and (ii) to the extent the Parent Borrower qualifies as a Responsible Officer of “legal entity customer” under the Borrower, confirming satisfaction of Beneficial Ownership Regulation and any Eighth Amendment Replacement Term Lender has requested such certification in a written notice to the conditions set forth in this Section Administrative Agent and compliance with the conditions set forth herein.Parent Borrower at least 10 Business Days prior to the

Amendment Effective Date. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied: (a) This Amendment The Administrative Agent shall have been received (i) a counterpart signature page of this Amendment duly executed by each of the Borrower Loan Party and the Administrative Agent, (ii) a counterpart signature page to this Amendment executed and delivered by each Additional Term Lender or Consenting Lender, as applicable and (iii) a counterpart signature page to this Amendment executed and delivered by each Revolving Lender and each Issuing Bank. (b) No Default or Event of Default shall exist or have occurred and be continuing (after giving effect to the provisions of this Amendment). (c) The representations and warranties set forth in Sections 4(b) and (c) of each Loan Parties contained in this Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date, except and the Administrative Agent shall have received a certificate (in form and substance reasonably acceptable to the extent that Administrative Agent), dated as of the Amendment Effective Date and signed by a Responsible Officer of the U.S. Opco Borrower, certifying as to such representation representations and warranties specifically refer warranties. (c) The Administrative Agent shall have received the favorable legal opinions of (i) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to an earlier datethe Loan Parties, and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Idaho counsel to the Loan Parties, in each case addressed to the Lenders, the Administrative Agent, the Collateral Agent and each Issuing Bank and dated the Amendment Effective Date, which case they opinions shall be true in form and correct in all material respects (or, if substance reasonably satisfactory to the Administrative Agent. The U.S. Opco Borrower hereby requests such representation or warranty is subject counsel to a materiality or Material Adverse Effect qualification, in all respects) as of deliver such earlier dateopinions. (d) The Lender Administrative Agent shall have received a Committed Loan Notice in respect of the Additional Term Loans, which shall be in compliance with the notice requirements set forth in Section 2.02(1) of the Amended Credit Agreement. (e) The Administrative Agent shall have received certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates and/or or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Borrower as the Lender may require Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated therebythis Amendment. (f) The Lender U.S. Opco Borrower shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel paid: (i) to the BorrowerAdministrative Agent, addressed for the account of each Consenting Lender, an amendment fee (the “Amendment Fee”) in an amount equal to 0.125% of the principal amount of the Existing Term Loans of such Consenting Lender outstanding on the Amendment Effective Date immediately before giving effect to this Amendment, which Amendment Fee shall be fully earned and dated due and payable on the Amendment Effective Date; and (ii) all fees and other amounts due and payable pursuant to this Amendment and/or any letter agreements or fee letters by and between Holdings, in form the U.S. Opco Borrower and substance reasonably satisfactory the Lead Arranger (collectively, the “Engagement Letter”), including, to the Lender (extent invoiced, reimbursement or payment of documented and reasonable out-of-pocket expenses in connection with this Amendment and any other out-of-pocket expenses of the Administrative Agent and the Borrower hereby instructs Lead Arranger required to be paid or reimbursed pursuant to the Credit Agreement or the Engagement Letter; provided that it is understood and agreed that the Additional Term Lenders may net the fees and expenses described in this paragraph (f) from the proceeds of the Additional Term Loans prior to providing such counsel proceeds to deliver such opinion the Administrative Agent for distribution to such Persons)the U.S. Opco Borrower. (g) The Borrower Administrative Agent shall have paid received at least two (i2) all fees, costs and expenses Business Days prior to the extent Closing Date all documentation and other information in respect of the Borrowers and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that statements for such expenses shall have has been delivered to the Borrower on or reasonably requested in writing by it at least ten (10) Business Days prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇Date. The Administrative Agent shall notify the U.S. Opco Borrower, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained Term Lenders and (ii) evidence the Additional Term Lenders of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section such notice shall be conclusive and compliance with the conditions set forth hereinbinding.

Amendment Effective Date. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:satisfied (or waived by the Administrative Agent): (a) This Amendment the Administrative Agent shall have been received a counterpart signature page of this Amendment duly executed by Holdings, each of the Incremental Borrower and each Loan Party, the Administrative Agent and each New Term Lender.; (b) No Default the Administrative Agent (or Event its counsel) shall have received (i) an Officer’s Certificate of Default shall exist or have occurred and be continuing (after giving effect to the provisions on behalf of this Amendment). (c) The representations and warranties of Holdings, each Loan Parties contained in this Amendment Incremental Borrower and each other Loan Party, dated the Amendment Effective Date, in substantially the form delivered on the Closing Date, with appropriate insertions and attachments, including copies of resolutions of the Board of Directors and/or similar governing bodies of Holdings, each Incremental Borrower and each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and, in the case of the Incremental Borrowers, the borrowings hereunder and under the Credit Agreement, certified organizational authorizations (if required by applicable law or customary for market practice in the relevant jurisdiction), incumbency certifications, the certificate of incorporation or other similar Organizational Documents shall be of Holdings, each Incremental Borrower and each other Loan Party certified by the relevant authority of the jurisdiction of organization, registration or incorporation of Holdings, each Incremental Borrower and each other Loan Party (only where customary in the applicable jurisdiction) and bylaws or other similar Organizational Documents of Holdings, each Incremental Borrower and each other Loan Party certified by a Responsible Officer as being in full force and effect on the Amendment Effective Date, (ii) a good standing certificate (to the extent such concept exists in the relevant jurisdictions) for Holdings, each Incremental Borrower and each other Loan Party from its jurisdiction of organization, registration or incorporation and (iii) in relation to the Lux Borrower, (1) an up-to-date electronic certified true and correct in all material respects complete excerpt of the Companies Register dated no earlier than one Business Day prior to the Amendment Effective Date, (or, if such representation or warranty is subject to 2) a materiality or Material Adverse Effect qualification, in all respects) on and solvency certificate dated as of the Amendment Effective DateDate (signed by a director or authorized signatory) that it is not subject to nor, except as applicable, does it meet or threaten to meet the criteria of bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally and no application has been made or is to be made by its director or, as far as it is aware, by any other Person for the appointment of a commissaire, juge-commissaire, liquidateur, curateur or similar officer pursuant to any voluntary or judicial insolvency, winding-up, liquidation or similar proceedings, (3) an up-to-date electronic certified true and complete certificate of non-registration of judgments (certificat de non-inscription d’une décision judiciaire), issued by the Companies Register no earlier than one Business Day prior to the extent that such representation Amendment Effective Date and warranties specifically refer reflecting the situation no more than two Business Days prior to an earlier datethe Amendment Effective Date certifying that, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of the date of the day immediately preceding such earlier date.certificate, the Lux Borrower has not been declared bankrupt (en faillite), and that it has not applied for general settlement or composition with creditors (concordat préventif de la faillite), controlled management (gestion contrôlée), or reprieve from payment (sursis de paiement), judicial liquidation (liquidation judiciaire) or the appointment of a temporary administrator (administrateur provisoire), such other proceedings listed at Article 13, items 2 to 12 and Article 14 of the Luxembourg Act dated December 19, 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time) (and which include foreign court decisions as to faillite, concordat or analogous procedures according to Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast)) and (4) an electronic certified copy of the resolution of its directors (or similar body) approving the Loan Documents to which it is a party and approving the execution, delivery and performance of, and authorizing named persons to sign the Loan Documents to which it is party and any documents to be delivered by it under any of the same; (c) the Administrative Agent shall have received the Security Documents set forth on Schedule 2 hereto executed and delivered by the Loan Parties party thereto; (d) The Lender the Administrative Agent (or its counsel) shall have received such a customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an written opinion of ▇▇(i) D▇▇▇▇ and ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory to the Lender (for Holdings and the Borrower hereby instructs such counsel to deliver such opinion to such Persons). Subsidiary Guarantors, (gii) The Borrower shall have paid (i) all feesMorris, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of Nichols, Arsht & T▇▇▇▇▇▇ LLP, in its capacity as special Delaware counsel for Holdings and the Subsidiary Guarantors, (iii) Fried, Frank, Harris, S▇, ▇▇▇▇▇ & ▇J▇▇▇▇▇▇▇ LLP LLP, in connection herewith). its capacity as English law counsel to the Administrative Agent and the New Term Lenders, (hiv) The Lender shall have received (i) confirmation from Loyens & Loeff Luxembourg SARL, in its capacity as special Luxembourg counsel to the Lux Borrower that all consents needed under the Existing Loan Documents have been obtained and (iiv) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the LenderNautaDutilh Avocats Luxembourg S.á.r. (i) The Lender shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth herein.

Amendment Effective Date. This Refinancing Amendment shall become effective as of the first date (such date, the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied: (a) This Amendment the Administrative Agent shall have been received (i) a counterpart signature page of this Refinancing Amendment duly executed by each of the Borrower and the each other Loan Party and (ii) Lender Addenda and counterparts to this Refinancing Amendment, as applicable, executed and delivered by each Tranche B-3 Lender.; (b) No Default the representations and warranties in Section 4 above shall be true and correct; (c) The Borrowers shall have prepaid (or Event of Default shall exist or to have occurred and be continuing (been deemed to have prepaid after giving effect to the provisions of this Amendment). (cTranche B-3 Loans) The representations and warranties of each Loan Parties contained in this Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) outstanding Tranche B-2 Loans on and as of the Amendment Effective Date, except Date by paying the principal amount to be prepaid together with interest accrued thereon to the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as date of such earlier dateprepayment. The Borrowers will pay to the Tranche B-2 Lenders any funding losses incurred pursuant to Section 2.13 of the Credit Agreement; provided, however that notwithstanding anything herein or in the Credit Agreement to the contrary, each Borrower and each Lender party hereto agrees that any amounts payable to any Continuing Term Lender pursuant to Section 2.13 of the Credit Agreement are hereby waived. (d) The Lender Administrative Agent shall have received received: (i) a certificate of the secretary or assistant secretary of each Loan Party dated the Amendment Effective Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document of such customary certificates Loan Party certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of Borrowers, the borrowings contemplated hereby, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (i)); (ii) a certificate as to the good standing of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other action, incumbency certificates and/or applicable Governmental Authority); and (iii) such other certificates of Responsible Officers of the Borrower documents as the Lender Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documentsreasonably request. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons). (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the BorrowerHoldings, confirming satisfaction compliance with the conditions precedent set forth in Sections 5(b) and (k). (f) The Administrative Agent shall have received a favorable written opinion of (i) ▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, and (ii) ▇▇▇▇▇▇ and ▇▇▇▇▇▇, British Virgin Islands counsel to the Loan Parties, in a form reasonably satisfactory to the Administrative Agent. (g) The Administrative Agent shall have received a solvency certificate in the form of Exhibit K to the Credit Agreement, dated the Amendment Effective Date and signed by the chief financial officer of Holdings. (h) The Arrangers and Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including the legal fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP), and the fees and expenses of any local counsel, foreign counsel, appraisers, consultants and other advisors required to be reimbursed or paid by Borrowers hereunder or under any other Loan Document. (i) The Tranche B-3 Lenders shall have received, sufficiently in advance of the Amendment Effective Date, all documentation and other information that may be required by the Tranche B-3 Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, including the information described in Section 10.13 of the Credit Agreement. (j) The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 of the Credit Agreement with respect to the Credit Extensions to be made on the Amendment Effective Date by the Tranche B-3 Lenders. (k) The conditions set forth in this Section Sections 4.02(b) through 4.02(d) of the Credit Agreement shall be satisfied on and compliance as of the Amendment Effective Date with respect to the conditions set forth hereinCredit Extensions to be made on the Amendment Effective Date by the Tranche B-3 Lenders. (l) The Borrowers shall have paid all fees due and payable on the Amendment Effective Date pursuant to the Engagement Letter dated as of March 24, 2013 by and among Holdings and ▇.▇. ▇▇▇▇▇▇ Securities LLC (as the same may be amended from time to time, the “Engagement Letter”), and all expenses due and payable pursuant to the Engagement Letter to the extent invoiced not less than one Business Day prior to the Amendment Effective Date. The Administrative Agent shall notify the Borrowers and the Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.

Amendment Effective Date. This Amendment shall become effective as when each of the first date conditions precedent set forth in this Section 4 has been satisfied (such date, the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:): (a) This Amendment The Lender shall have been duly received duly-executed counterpart originals (or, if agreed by the Lender, fax or PDF copies) of (i) this Amendment from the Borrower and the Lender, (ii) a Guarantor Consent and Reaffirmation in the form of Annex I hereto executed by each of the Guarantors and (iii) an Indemnity and Contribution Agreement among the Borrower and the Guarantors in form and substance satisfactory to the Lender. (b) No Default or Event of Default shall exist or have occurred and be continuing (after giving effect to the provisions of this Amendment). (c) The representations and warranties of each Loan Parties contained in this Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other documents and agreements delivered in connection herewith (together, the “Amendment Documents”) to which such Loan Party is a party. (c) The Lender shall have received such documents and certifications as the Lender may reasonably require to evidence that the Borrower is in good standing under the law of its jurisdiction of organization. (d) The Borrower shall have paid to the Lender all reasonable and documented costs and attorneys’ fees incurred by the Lender in connection with this Amendment and the other Amendment Documents, to the extent invoiced prior to the Amendment Effective Date (including any previously invoiced and outstanding costs and attorneys’ fees that relate to services previously provided). (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Datereceived, in form and substance reasonably satisfactory to it, such additional approvals, consents, documents and other information as the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons)shall reasonably request. (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth herein.

Amendment Effective Date. This Amendment shall become effective as of the date first date written above, when and only when (the “Amendment Effective Date”i) on which each of the following conditions Administrative Agent shall have been satisfied: received, at Administrative Agent's office (aA) This a counterpart of this Amendment shall have been duly executed and delivered by US Borrower, Term Borrower, Canadian Revolver Borrower, Plains MLP, All American and Majority Lenders which are parties to the Original Agreement, and consented to by each of the Borrower and the Lender. Guarantor, (bB) No Default or Event of Default shall exist or have occurred and be continuing (after giving effect a contemporaneous amendment to the Marketing Credit Agreement, amending (I) certain restrictions on the incurrence of Indebtedness by Restricted Persons so as to permit the Term-B Loans, (II) certain financial covenants on the same terms and conditions set forth herein, and (III) various other provisions of this Amendment). (c) The representations and warranties of each Loan Parties contained in this Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection therein consistent with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Dateamendments set forth herein, in form and substance reasonably satisfactory acceptable to the Lender (Administrative Agent, executed and the Borrower hereby instructs delivered by such counsel Persons so as to deliver make such opinion to such Persons).amendment effective; (gA) The In consideration hereof, US Borrower shall have paid to Administrative Agent for the account of each Lender, other than Term-B Lenders, executing and delivering this Amendment an amendment fee in immediately available funds equal to one-twentieth of one percent (i0.05%) all feesof each such Lender's Commitment; provided, costs with respect to any such Lender's US Commitment, such fee shall be based upon the US Commitment as reduced pursuant to Section 2.8 hereof, and expenses to the extent that statements for such expenses (B) US Borrower shall have been delivered paid all other fees required to the Borrower on be paid to Administrative Agent or prior any Lender pursuant to the Amendment Effective Date (any Loan Documents, including all such legal fees and expenses of ▇▇▇▇▇▇Thompson & Knight LLP, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith).counsel to Administrative Agent; and (hiii) The Lender Administrative Agent shall have additionally received all of the following documents, each document (iunless otherwise indicated) confirmation from being dated the Borrower that all consents needed under the Existing Loan Documents have been obtained date of receipt thereof by Administrative Agent, duly authorized, executed and (ii) evidence of executed modifications delivered, and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth herein.to Administrative Agent: