Common use of Amendment Effective Date Clause in Contracts

Amendment Effective Date. (a) The effectiveness of this Amendment, the amendments set forth in Sections 3 and 4, the making of the 2025 Refinancing Term Loans and effectiveness of the 2025 Refinancing Revolving Credit Commitment and the making of any 2025 Refinancing Revolving Credit Loans thereunder, in each case, are subject to the satisfaction (or waiver by the 2021 Refinancing Term Lenders and the 2021 Refinancing Revolving Credit Lenders) of the following conditions (the first date on which all such conditions precedent are satisfied (or waived), the “Amendment Effective Date”): (i) the Administrative Agent shall have received counterparty signature pages of this Amendment from each of the Borrower, each Guarantor, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit Lender; (ii) the Administrative Agent shall have received (A) copies of each Organizational Document of each Loan Party, as applicable, and, to the extent applicable, certified as of the Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority; (B) signature and incumbency certificates of the officers of such Persons executing the Loan Documents on behalf of each Loan Party; (C) copies of resolutions of the Board of Directors of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents executed in connection with the Amendment, certified as of the Amendment Effective Date by any of its directors, secretary or an assistant secretary as being in full force and effect without modification or amendment and (D) other than with respect to the U.K. Borrower and, with respect to any other Loan Party, to the extent applicable and available in such Loan Party’s jurisdiction of organization, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, dated as of the Amendment Effective Date or a recent date prior thereto; (iii) the Administrative Agent shall have received a customary opinion of (A) ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special United States counsel for the Company and (B) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (UK) LLP, special English legal advisers for the Company as to capacity of the Designated Borrower and UK Borrower to enter this Amendment, dated as of the Amendment Effective Date. (iv) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company certifying (a) that the conditions specified in Sections 5(b) and (c) have been satisfied and (b) that there has been no event or circumstance since September 28, 2024 that has had a Material Adverse Effect; (v) Concurrently with the making of the 2025 Refinancing Term Loans, (a) the entire aggregate principal amount of the Existing Term Loans and (b) all accrued interest, fees and other amounts accrued immediately prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vi) Concurrently with the availability of the 2025 Revolving Credit Facility, (i) the Revolving Credit Commitments in effect immediately prior to this Amendment becoming effective shall have been terminated and the entire aggregate principal amount of the all Existing Revolving Credit Loans outstanding (if any) immediately prior to this Amendment becoming effective shall have been paid in full and (ii) all accrued interest, fees and other amounts accrued prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vii) Any fees required to be paid pursuant to the Fee Letter on or before the Amendment Effective Date shall have been paid (or caused to have been paid) by the Company to the Administrative Agent on the Amendment Effective Date; (viii) The Company shall have delivered a Committed Loan Notice with respect to the 2025 Refinancing Term Loans and a notice of prepayment with respect to the Existing Term Loans, in each case, in accordance with the Credit Agreement; (ix) The Company shall have paid all fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP for which invoices have been presented at least three (3) Business Days prior to the Amendment Effective Date (it is hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (ix) shall be paid by the Company to the Administrative Agent on the Amendment Effective Date); (x) The Loan Parties shall have provided the documentation and other information regarding the Loan Parties to the Administrative Agent and Lenders that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent the Company shall have received written reasonable requests therefor (and in the case of any Lender request, through the Administrative Agent) at least three (3) Business Days prior to the Amendment Effective Date; and (xi) The conditions specified in Section 2.19 of the Credit Agreement with respect to the Refinancing shall have been satisfied (it being understood and agreed that, as of the date hereof, such conditions shall be deemed to be satisfied). (b) Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in Section 6(a) hereof, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit 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 2025 Refinancing Term Lender or such 2025 Refinancing Revolving Credit Lender, as the case may be, prior to the Amendment Effective Date specifying its objection thereto.

Amendment Effective Date. The Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The effectiveness of this Amendment, the amendments set forth in Sections 3 and 4, the making of the 2025 Refinancing Term Loans and effectiveness of the 2025 Refinancing Revolving Credit Commitment and the making of any 2025 Refinancing Revolving Credit Loans thereunder, in each case, are subject to the satisfaction Administrative Agent (or waiver by the 2021 Refinancing Term Lenders and the 2021 Refinancing Revolving Credit Lendersits counsel) of the following conditions (the first date on which all such conditions precedent are satisfied (or waived), the “Amendment Effective Date”): shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent shall have received counterparty (which may include telecopy transmission of a signed signature pages page) that such party has signed a counterpart of this Amendment from each of the Borrower, each Guarantor, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit Lender;Agreement. (iib) the Administrative Agent shall have received (A) copies of each Organizational Document of each Loan Party, as applicable, and, to the extent applicable, certified as of the Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority; (B) signature and incumbency certificates of the officers of such Persons executing the Loan Documents on behalf of each Loan Party; (C) copies of resolutions of the Board of Directors of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents executed in connection with the Amendment, certified as of the Amendment Effective Date by any of its directors, secretary or an assistant secretary as being in full force and effect without modification or amendment and (D) other than with respect to the U.K. Borrower and, with respect to any other Loan Party, to the extent applicable and available in such Loan Party’s jurisdiction of organization, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, dated as of the Amendment Effective Date or a recent date prior thereto; (iii) the The Administrative Agent shall have received a customary favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (Ai) Cravath, Swaine & ▇▇▇▇▇ LLP, special New York counsel to the Borrower and the Guarantors, (ii) Lic. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ArpsGeneral Counsel to the Borrower and the Guarantors, Slateand (iii) ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special United States counsel for the Company and (B) Skadden, Arps, Slate▇▇▇, ▇▇▇▇▇▇▇▇ & y ▇▇▇▇ (UK) LLP▇▇, S.C., special English legal advisers for Mexican counsel to the Company as to capacity of the Designated Borrower and UK the Guarantors, substantially in the form of Exhibits ▇-▇, ▇-▇ and B-3, respectively. The Borrower requests such counsel to enter this Amendment, dated as of the Amendment Effective Datedeliver such opinions. (ivc) the The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company certifying favorable written opinion (a) that the conditions specified in Sections 5(b) and (c) have been satisfied and (b) that there has been no event or circumstance since September 28, 2024 that has had a Material Adverse Effect; (v) Concurrently with the making of the 2025 Refinancing Term Loans, (a) the entire aggregate principal amount of the Existing Term Loans and (b) all accrued interest, fees and other amounts accrued immediately prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vi) Concurrently with the availability of the 2025 Revolving Credit Facility, (i) the Revolving Credit Commitments in effect immediately prior to this Amendment becoming effective shall have been terminated and the entire aggregate principal amount of the all Existing Revolving Credit Loans outstanding (if any) immediately prior to this Amendment becoming effective shall have been paid in full and (ii) all accrued interest, fees and other amounts accrued prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vii) Any fees required to be paid pursuant to the Fee Letter on or before the Amendment Effective Date shall have been paid (or caused to have been paid) by the Company addressed to the Administrative Agent on and the Lenders and dated the Amendment Effective Date; ) of each of (viiii) The Company shall have delivered a Committed Loan Notice with respect to the 2025 Refinancing Term Loans and a notice of prepayment with respect to the Existing Term Loans, in each case, in accordance with the Credit Agreement; (ix) The Company shall have paid all fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP for which invoices have been presented at least three (3) Business Days prior to the Amendment Effective Date (it is hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (ix) shall be paid by the Company to the Administrative Agent on the Amendment Effective Date); (x) The Loan Parties shall have provided the documentation and other information regarding the Loan Parties ▇, special New York counsel to the Administrative Agent and Lenders that are required by regulatory authorities under applicable “know-your-customer” rules and regulations(ii) ▇▇▇▇▇▇ & ▇▇▇▇▇, including the Patriot Act and the Beneficial Ownership Regulation, S.C. special Mexican counsel to the extent the Company shall have received written reasonable requests therefor (and in the case of any Lender request, through the Administrative Agent) at least three (3) Business Days prior , substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Amendment Effective Date; and (xi) Loan Documents as the Required Lenders may reasonably request. The conditions specified in Section 2.19 of the Credit Agreement with respect Borrower requests such counsel to the Refinancing shall have been satisfied (it being understood and agreed that, as of the date hereof, deliver such conditions shall be deemed to be satisfied)opinions. (bd) Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in Section 6(a) hereof, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit 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 The Administrative Agent shall have received notice from such 2025 Refinancing Term Lender documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, (ii) the authorization of the Borrowing hereunder (including the execution and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such 2025 Refinancing Revolving Credit Lenderother transactions, as all in form and substance satisfactory to the case may beAdministrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, prior to dated the Amendment Effective Date specifying and signed by the President, a Vice President or an Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its objection theretoSubsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.

Amendment Effective Date. This Amendment shall be binding upon all parties to the Credit Agreement as of the date (the "AMENDMENT EFFECTIVE DATE") that Administrative Agent receives the following (other than (a) The effectiveness Atlas Arkansas' organizational documents under CLAUSE (c) below, and (b) the Opinion of Pray, Walker, Jackman, Williamson & Marlar, Oklahoma counsel to the Borrower, which items ar▇ ▇▇▇▇▇▇ ▇erm▇▇▇▇▇ to be delivered after the Amendment Effective Date but no later than one Business Day following the acceptance of such organizational documents by the Oklahoma Secretary of State, or such later date as the Administrative Agent may agree): (a) sufficient counterparts of this Amendment, the amendments set forth in Sections 3 executed and 4, the making of the 2025 Refinancing Term Loans and effectiveness of the 2025 Refinancing Revolving Credit Commitment and the making of any 2025 Refinancing Revolving Credit Loans thereunder, in each case, are subject delivered to the satisfaction (or waiver Administrative Agent by the 2021 Refinancing Term Lenders and the 2021 Refinancing Revolving Credit Lenders) of the following conditions (the first date on which all such conditions precedent are satisfied (or waived), the “Amendment Effective Date”): (i) the each Obligor, (ii) Administrative Agent shall have received counterparty signature pages of this Amendment from Agent, (iii) Issuing Bank, and (iv) each of the Borrower, each Guarantor, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit Lender; (iib) replacement Revolver Notes, reflecting the Administrative Agent shall have received Lenders' revised Revolver Commitments; (Ac) copies From each Obligor, such certificates of each Organizational Document of each Loan Partysecretary, assistant secretary, manager, or general partner, as applicable, andas the Administrative Agent may require, certifying (i) resolutions authorizing the execution and performance of (A) this Amendment and the other Loan Documents that such Person is executing in connection herewith, and (B) the Stock Purchase Agreement and each other agreement, document and instrument executed and delivered by Borrower or any other Obligor and any counterparty thereto in connection with the Atlas Arkansas Acquisition, as applicable (collectively, the "ATLAS ARKANSAS ACQUISITION DOCUMENTS"), (ii) the incumbency and signature of the officer executing such documents, and (iii) that there has been no change in such Person's organizational documents since April 14, 2005 (or, if there has been a change, and in the case of Atlas Arkansas' organizational documents attaching a copy thereof); (d) A copy of the Atlas Arkansas Acquisition Documents, including without limitation the Escrow Agreement pursuant to which Enogex agrees to deposit into an escrow or similar account an amount sufficient to repurchase the portion guaranteed by Enogex of the 7.15% Notes due 2018 issued pursuant that certain Indenture dated as of June 1, 1998, between NOARK Pipeline Finance, L.L.C., and The Bank of New York, as trustee, and all schedules and exhibits to such Atlas Arkansas Acquisition Documents (as supplemented or amended prior to the extent applicableAmendment Effective Date), certified by Borrower as true and complete, in form and substance reasonably satisfactory to the Co-Lead Arrangers; (e) A duly completed compliance certificate, dated as of the Amendment Effective Date or Date, substantially in the form of Exhibit C to the Credit Agreement, demonstrating pro forma compliance with Sections 9.13, 9.14, and 9.15 of the Credit Agreement as of the end of the most recent fiscal quarter for which Borrower is required to provide financial statements pursuant to Section 8.01 of the Credit Agreement, after giving effect to the Atlas Arkansas Acquisition and after giving effect to any Indebtedness (including the obligations under the Credit Agreement and the other Loan Documents) incurred in connection therewith; (f) Such financial statements of NOARK Pipeline System, Limited Partnership ("NOARK"), as may be reasonably requested by Co-Lead Arrangers; (g) A certificate signed by a recent date prior thereto Responsible Officer of Borrower, dated as of the Amendment Effective Date, certifying (a) that the closing of the Atlas Arkansas Acquisition is being consummated on such date; (b) additions as applicable to the Annexes to each Pledge, Assignment, and Security Agreements previously executed by the appropriate Governmental AuthorityObligors to reflect ownership of the Shares; (Bc) signature revised Schedules to the Credit Agreement, as applicable; (d) that after giving effect to this Amendment and incumbency the revised Schedules to the Credit Agreement and Annexes to the Pledge, Assignment, and Security Agreements, both before and after taking into account the Atlas Arkansas Acquisition and the funding of Loans on such date, the representations and warranties contained in Article VII of the Credit Agreement and in the Security Instruments are true and correct in all material respects on and as of such date except to the extent such representations and warranties relate solely to an earlier date; (e) that after giving effect to this Amendment, both before and after giving effect to the Atlas Arkansas Acquisition, no Default or Event of Default has occurred and is continuing as of such date; (f) that since December 31, 2004, there has occurred no "Material Adverse Effect" (as such term is defined in the Stock Purchase Agreement) with respect to the Borrower; (g) that there is no litigation, investigation or proceeding known to and affecting Borrower or any Affiliate of Borrower for which Borrower is required to give notice pursuant to Section 8.02 of the Credit Agreement; and (h) that there are no actions, suits, investigations or proceedings pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or governmental authority by or against Borrower, any Guarantor, or any of their respective properties, that (i) if adversely determined, could reasonably be expected to materially and adversely affect Borrower, any Guarantor, or the Mortgaged Property, taken as a whole, or the Shares, or (ii) seek to affect or pertain to any transaction contemplated hereby, the Atlas Arkansas Acquisition, or the ability of Borrower or any Guarantor to perform its obligations under the Loan Documents; (h) The Security Instruments listed on SCHEDULE 1 hereto, duly completed and executed in sufficient number of counterparts for recording, if necessary, including delivery of any requisite mortgage tax affidavit and payment for applicable mortgage tax, if any due; all original certificates of the officers of partnership units or members' equity, blank stock powers, and Intercompany Notes duly endorsed as required under such Persons executing the Loan Documents on behalf of each Loan Party; Security Instruments. (Ci) copies of resolutions A Guaranty Agreement executed by Atlas Arkansas in favor of the Board Administrative Agent, for the benefit of Directors the Lenders; (j) A certificate of each Loan Party approving a Responsible Officer of Borrower, dated as of the Amendment Effective Date, (a) listing the Material Agreements executed in connection with, or assumed in connection with, the Atlas Arkansas Acquisition, and authorizing (b) certifying that Borrower has no knowledge of any material default thereunder by any party thereto; (k) An opinion of counsel to the executionObligors (including local counsel) acceptable to the Co-Lead Arrangers, delivery with respect to the existence of the Obligors, due authorization and performance execution of this Amendment the Amendment, the Atlas Arkansas Acquisition Documents, and the other Loan Documents executed in connection with therewith, enforceability of the Amendment, certified as the Atlas Arkansas Acquisition Documents, and such Loan Documents, including without limitation the Security Instruments, under the laws of the Amendment Effective Date states wherein the Mortgaged Properties are located, and other matters incident to the transactions herein contemplated as the Co-Lead Arrangers may reasonably request, each in form and substance satisfactory to the Co-Lead Arrangers; (l) Title information as the Co-Lead Arrangers may require setting forth the status of title to the Properties (including, without limitation, the Pipeline Properties (including title to the Pipelines owned by any of its directors, secretary or an assistant secretary as being in full force NOARK)) acceptable to the Co-Lead Arrangers; (m) Appropriate UCC search certificates and effect without modification or amendment and (D) other than evidence satisfactory to the Co-Lead Arrangers with respect to the U.K. Borrower andObligors' Properties reflecting no prior Liens, with respect to any other Loan Party, than Excepted Liens; (n) Environmental assessments and other reports to the extent applicable maintained by the Atlas Arkansas or NOARK covering NOARK's Properties, reporting on the current environmental condition of such Properties, satisfactory to the Co-Lead Arrangers and available in such Loan Party’s jurisdiction of organization, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, dated as of the Amendment Effective Date or a recent date prior theretoLenders; (iiio) the Administrative Agent shall have received a customary opinion of (A) ▇▇▇▇▇▇▇A letter from CT Corporation System, ArpsInc., Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special United States counsel for the Company and (B) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (UK) LLP, special English legal advisers for the Company as to capacity of the Designated Borrower and UK Borrower to enter this Amendment, dated as of the Amendment Effective Date. (iv) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company certifying (a) that the conditions specified in Sections 5(b) and (c) have been satisfied and (b) that there has been no event or circumstance since September 28, 2024 that has had a Material Adverse Effect; (v) Concurrently with the making of the 2025 Refinancing Term Loans, (a) the entire aggregate principal amount of the Existing Term Loans and (b) all accrued interest, fees and other amounts accrued immediately prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vi) Concurrently with the availability of the 2025 Revolving Credit Facility, (i) the Revolving Credit Commitments in effect immediately prior to this Amendment becoming effective shall have been terminated and the entire aggregate principal amount of the all Existing Revolving Credit Loans outstanding (if any) immediately prior to this Amendment becoming effective shall have been paid in full and (ii) all accrued interest, fees and other amounts accrued prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vii) Any fees required to be paid pursuant to the Fee Letter on or before the Amendment Effective Date shall have been paid (or caused to have been paid) by the Company agent acceptable to the Administrative Agent on the Amendment Effective Date; (viii) The Company shall have delivered a Committed Loan Notice with respect to the 2025 Refinancing Term Loans and a notice Agent, accepting service of prepayment with respect to the Existing Term Loans, in each case, in accordance with the Credit Agreement; (ix) The Company shall have paid all fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP for which invoices have been presented at least three (3) Business Days prior to the Amendment Effective Date (it is hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (ix) shall be paid by the Company to the Administrative Agent on the Amendment Effective Date); (x) The Loan Parties shall have provided the documentation and other information regarding the Loan Parties to the Administrative Agent and Lenders that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent the Company shall have received written reasonable requests therefor (and process in the case State of any Lender request, through the Administrative Agent) at least three (3) Business Days prior to the Amendment Effective DateNew York on behalf of Atlas Arkansas; and (xip) The conditions specified in Section 2.19 such other agreements, certificates, documents and evidence of the Credit Agreement with respect authority as Co-Lead Arrangers, any Lender or counsel to the Refinancing shall have been satisfied (it being understood and agreed that, as of the date hereof, such conditions shall be deemed to be satisfied)Co-Lead Arrangers may reasonably request. (b) Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in Section 6(a) hereof, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit 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 2025 Refinancing Term Lender or such 2025 Refinancing Revolving Credit Lender, as the case may be, prior to the Amendment Effective Date specifying its objection thereto.

Amendment Effective Date. (a) The effectiveness of this Amendment, the amendments set forth in Sections 3 and 4, the making This First Amendment shall become effective as of the 2025 Refinancing Term Loans and effectiveness of date, on or before September 30, 1996 (the 2025 Refinancing Revolving Credit Commitment and the making of any 2025 Refinancing Revolving Credit Loans thereunder, in "First Amendment Effective Date") when each case, are subject to the satisfaction (or waiver by the 2021 Refinancing Term Lenders and the 2021 Refinancing Revolving Credit Lenders) of the following conditions shall have been satisfied: (a) Lender shall have received each of the first date on which all such conditions precedent are satisfied (or waived)following documents, the “Amendment Effective Date”):in each case in form and substance satisfactory to Lender: (i) the Administrative Agent shall have received counterparty signature pages of this Amendment from counterparts hereof executed by each of the Borrower, each GuarantorHoldings, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit Lender; (ii) an Amendatory Agreement in substantially the Administrative Agent shall have received form of Annex D attached hereto and made a part hereof; (iii) UCC amendment statements with respect to each UCC-1 financing statement delivered to Lender as of the Closing Date from the Company and ▇▇▇▇▇▇▇▇▇▇ International (exclusive of any such UCC-1 financing statements filed or recorded in the State of Texas), giving effect to the amendments, pursuant to the Amendatory Agreement referred to in the immediately preceding clause (ii), to the Borrower Junior Security Agreements executed by the Company and ▇▇▇▇▇▇▇▇▇▇ International; (A) copies stock certificate(s) representing 100% of the Capital Stock of Finsub, together with stock powers (executed in blank) therefor shall have been delivered to the Revolving Credit Agent, (B) all subordinated promissory notes issued to the Company and ▇▇▇▇▇▇▇▇▇▇ International pursuant to the Permitted Receivables Transaction Documents, endorsed in blank, shall have been delivered to the Revolving Credit Agent, (C) replacements for the applicable exhibits to the Borrower Junior Pledge Agreements executed by the Company and ▇▇▇▇▇▇▇▇▇▇ International reflecting the pledge of the property described in subclauses (A) and (B) above, and (D) an acknowledgement of pledge executed by Finsub; (v) (A) a Junior Pledge Agreement executed by Pegasus, in substantially the form of Exhibit D to the Loan Agreement, (B) stock certificate(s) representing 100% of the Capital Stock of Finsub2, together with stock powers (executed in blank) therefor shall have been delivered to the Revolving Credit Agent, and (C) an acknowledgement of pledge executed by Finsub2; (vi) a fully executed copy of the Permitted Receivables Intercreditor Agreement; (vii) a copy of each Organizational Document of each Loan Party, as applicable, and, to the extent applicablePermitted Receivables Transaction Documents, certified as of the First Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority; Secretary or an Assistant Secretary of the Company (A) to be a true, correct and complete copy of each such document and (B) signature and incumbency certificates not to have been amended or rescinded; (viii) a copy of each of the Multicurrency Loan Documents, certified as of the First Amendment Effective Date by the Secretary or an Assistant Secretary of Pegasus (A) to be a true, correct and complete copy of each such document and (B) not to have been amended or rescinded; (ix) a certificate of the chief executive officer, chief financial officer or treasurer of the Company executed and delivered on behalf of the Borrowers certifying that all conditions precedent required to be satisfied by Holdings, the Company, the other Borrowers or any Subsidiary Guarantor for the effectiveness of this First Amendment have been satisfied; (x) a certificate of the Secretary or Assistant Secretary of Holdings, each Borrower, Finsub and Finsub2 dated the First Amendment Effective Date certifying (A) the names and true signatures of the incumbent officers of such Persons executing authorized to sign this Amendment and the Loan other Transaction Documents executed in connection with this Amendment to which it is a party, (B) the By-laws of such Person as in effect on behalf the date of each Loan Party; such certification, (C) copies of the resolutions of the such Person's Board of Directors of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Transaction Documents executed in connection with the Amendment, certified as of the this Amendment Effective Date by any of its directors, secretary or an assistant secretary as being in full force and effect without modification or amendment to which it is a party and (D) other than with respect to the U.K. Borrower andArticles or Certificate of Incorporation, with respect to any other Loan Party, to the extent applicable and available in such Loan Party’s jurisdiction of organization, a good standing certificate from certified by the applicable Governmental Authority Government Authority, if not previously delivered to Lender, or that there have been no changes in the Certificate or Articles of each Loan Party’s jurisdiction Incorporation of incorporation, organization or formation, dated as such Person since the date of the Amendment Effective Date or a most recent date prior thereto; (iii) certification thereof by the Administrative Agent shall have received a customary opinion Secretary of (A) ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special United States counsel for the Company and (B) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (UK) LLP, special English legal advisers for the Company as to capacity State of the Designated Borrower and UK Borrower applicable State delivered to enter this Amendment, dated as of the Amendment Effective Date. (iv) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company certifying (a) that the conditions specified in Sections 5(b) and (c) have been satisfied and (b) that there has been no event or circumstance since September 28, 2024 that has had a Material Adverse EffectLender; (v) Concurrently with the making of the 2025 Refinancing Term Loans, (a) the entire aggregate principal amount of the Existing Term Loans and (b) all accrued interest, fees and other amounts accrued immediately prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vi) Concurrently with the availability of the 2025 Revolving Credit Facility, (i) the Revolving Credit Commitments in effect immediately prior to this Amendment becoming effective shall have been terminated and the entire aggregate principal amount of the all Existing Revolving Credit Loans outstanding (if any) immediately prior to this Amendment becoming effective shall have been paid in full and (ii) all accrued interest, fees and other amounts accrued prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vii) Any fees required to be paid pursuant to the Fee Letter on or before the Amendment Effective Date shall have been paid (or caused to have been paid) by the Company to the Administrative Agent on the Amendment Effective Date; (viii) The Company shall have delivered a Committed Loan Notice with respect to the 2025 Refinancing Term Loans and a notice of prepayment with respect to the Existing Term Loans, in each case, in accordance with the Credit Agreement; (ix) The Company shall have paid all fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP for which invoices have been presented at least three (3) Business Days prior to the Amendment Effective Date (it is hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (ix) shall be paid by the Company to the Administrative Agent on the Amendment Effective Date); (x) The Loan Parties shall have provided the documentation and other information regarding the Loan Parties to the Administrative Agent and Lenders that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent the Company shall have received written reasonable requests therefor (and in the case of any Lender request, through the Administrative Agent) at least three (3) Business Days prior to the Amendment Effective Date; and (xi) The conditions specified in Section 2.19 of the Credit Agreement with respect to the Refinancing shall have been satisfied (it being understood and agreed that, as of the date hereof, such conditions shall be deemed to be satisfied). (b) Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in Section 6(a) hereof, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit 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 2025 Refinancing Term Lender or such 2025 Refinancing Revolving Credit Lender, as the case may be, prior to the Amendment Effective Date specifying its objection thereto.

Amendment Effective Date. (a) The effectiveness of this Amendment, Amendment shall become effective on the amendments set forth in Sections 3 and 4, the making of the 2025 Refinancing Term Loans and effectiveness of the 2025 Refinancing Revolving Credit Commitment and the making of any 2025 Refinancing Revolving Credit Loans thereunder, in date that each case, are subject to the satisfaction (or waiver by the 2021 Refinancing Term Lenders and the 2021 Refinancing Revolving Credit Lenders) of the following conditions (the first date on which all such conditions precedent are shall have been satisfied (or waived), the “Amendment Effective Date”waived in accordance with Section 9.05): (ia) receipt by the Administrative Documentation Agent shall have received counterparty signature pages of this Amendment from counterparts hereof signed by each of the Borrowerparties hereto (or, each Guarantorin the case of any party as to which an executed counterpart shall not have been received, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit Lenderreceipt 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); (iib) receipt by the Administrative Documentation Agent shall have received of a duly executed Note (Aor Notes) copies for the account of each Organizational Document 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 Loan Party, as applicable, andCollateral Document, to the extent applicableany such amendment is necessary or advisable (including the Subsidiary Guaranty Agreement and the amended Mortgages), certified 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 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 after giving effect to the transactions contemplated hereby on the Effective Date, no Default shall have occurred and be continuing; (g) 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 Obligor made in or pursuant to the Financing Documents are true as of the Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority; (B) signature and incumbency certificates of the officers of such Persons executing the Loan Documents on behalf of each Loan Party; (C) copies of resolutions of the Board of Directors of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents executed in connection with the Amendment, certified as of the Amendment Effective Date by any of its directors, secretary or an assistant secretary as being in full force and effect without modification or amendment and (D) other than with respect to the U.K. Borrower and, with respect to any other Loan Party, to the extent applicable and available in such Loan Party’s jurisdiction of organization, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, dated as of the Amendment Effective Date or a recent date prior theretoDate; (iiih) receipt by the Administrative Documentation Agent shall have received a customary opinion of (A) ▇▇opinions of ▇▇▇▇▇, ArpsDay, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP▇▇, special United States counsel for to the Company Borrower, substantially to the effect of Exhibit B-1 hereto, and (B) Skadden, Arps, Slate, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇ (UK) LLP, special English legal advisers for the Company as to capacity Vice President and General Counsel of the Designated Borrower Borrower, substantially to the effect of Exhibit B-2 hereto, and UK Borrower each covering such additional matters relating to enter this Amendment, dated the transactions contemplated hereby as of the Amendment Effective Date. (iv) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company certifying (a) that the conditions specified in Sections 5(b) and (c) have been satisfied and (b) that there has been no event or circumstance since September 28, 2024 that has had a Material Adverse EffectRequired Lenders may reasonably request; (v) Concurrently with the making of the 2025 Refinancing Term Loans, (a) the entire aggregate principal amount of the Existing Term Loans and (b) all accrued interest, fees and other amounts accrued immediately prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vi) Concurrently with the availability of the 2025 Revolving Credit Facility, (i) the Revolving Credit Commitments in effect immediately prior to this Amendment becoming effective shall have been terminated and the entire aggregate principal amount of the all Existing Revolving Credit Loans outstanding (if any) immediately prior to this Amendment becoming effective shall have been paid in full and (ii) all accrued interest, fees and other amounts accrued prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vii) Any fees required to be paid pursuant to the Fee Letter on or before the Amendment Effective Date shall have been paid (or caused to have been paid) receipt by the Company to the Administrative Documentation Agent on the Amendment Effective Date; (viii) The Company shall have delivered a Committed Loan Notice with respect to the 2025 Refinancing Term Loans and a notice of prepayment with respect to the Existing Term Loans, in each case, in accordance with the Credit Agreement; (ix) The Company shall have paid all fees, charges and disbursements an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇, special counsel for which invoices have been presented at least three (3) Business Days prior the Documentation Agent, substantially in the form of Exhibit C hereto and covering such additional matters relating to the Amendment Effective Date (it is transactions contemplated hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (ix) shall be paid by as the Company to the Administrative Agent on the Amendment Effective Date)Required Lenders may reasonably request; (xj) The Loan Parties shall have provided the documentation and other information regarding the Loan Parties to the Administrative Agent and Lenders that are required receipt by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent the Company shall have received written reasonable requests therefor (and in the case of any Lender request, through the Administrative Agent) at least three (3) Business Days prior to , for its own account and for the Amendment accounts of the Lenders and the Documentation Agent, of all fees payable on or before the Effective Date; and (xik) The conditions specified in Section 2.19 receipt by the Documentation Agent of all documents it may reasonably request relating to the existence of the Credit Agreement with respect Borrower and the Subsidiary Guarantors, the corporate authority for and the validity of the Financing Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Refinancing Documentation Agent. The date on which the foregoing conditions shall first have been satisfied (it being understood and agreed that, occurred is referred to as the Effective Date; provided that the Amendment shall not become effective or be binding on any party hereto unless all of the date hereofforegoing conditions are satisfied not later than November 30, such conditions 1996. The documents referred to in this Section shall be deemed delivered to the Documentation Agent no later than the Effective Date. The certificates and opinions referred to in this Section shall be satisfied). (b) Without limiting dated the generality Effective Date. The Documentation Agent shall promptly notify the Borrower and the Banks of the provisions of the last paragraph of Section 9.03 of the Credit AgreementEffective Date, for purposes of determining compliance with the conditions specified in Section 6(a) hereof, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit Lender that has signed this Amendment such notice 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 2025 Refinancing Term Lender or such 2025 Refinancing Revolving Credit Lender, as the case may be, prior to the Amendment Effective Date specifying its objection theretoconclusive and binding on all parties hereto.

Amendment Effective Date. The effectiveness of the amendment and restatement of the Existing Credit Agreement provided for hereby is subject to the receipt by the Administrative Agent of the following documents, each of which shall be satisfactory to the Administrative Agent in form and substance: (a) The effectiveness Certified copies of this Amendmentthe charter and by-laws of, and all corporate action taken by, the amendments Company approving this Agreement and the Notes (if any) to be made by the Company, borrowings by the Company and the guarantee of the Company set forth in Sections 3 and 4Section 11 hereof (including, without limitation, a certificate setting forth the making of the 2025 Refinancing Term Loans and effectiveness of the 2025 Refinancing Revolving Credit Commitment and the making of any 2025 Refinancing Revolving Credit Loans thereunder, in each case, are subject to the satisfaction (or waiver by the 2021 Refinancing Term Lenders and the 2021 Refinancing Revolving Credit Lenders) of the following conditions (the first date on which all such conditions precedent are satisfied (or waived), the “Amendment Effective Date”): (i) the Administrative Agent shall have received counterparty signature pages of this Amendment from each of the Borrower, each Guarantor, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit Lender; (ii) the Administrative Agent shall have received (A) copies of each Organizational Document of each Loan Party, as applicable, and, to the extent applicable, certified as of the Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority; (B) signature and incumbency certificates of the officers of such Persons executing the Loan Documents on behalf of each Loan Party; (C) copies of resolutions of the Board of Directors of the Company adopted in respect of the transactions contemplated hereby). (b) A certificate of the Company in respect of each Loan Party approving of the officers (i) who is authorized to sign this Agreement, the Notes, Competitive Bid Requests, Designation Letters and authorizing Termination Letters, together with specimen signatures, and (ii) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the execution, delivery purposes of signing documents and performance of this Amendment giving notices and other communications in connection herewith and with the Notes and the other Loan Documents executed transactions contemplated hereby and thereby. The Administrative Agent and each Bank may conclusively rely on such certificate until they receive notice in connection with writing from the Amendment, certified as of the Amendment Effective Date by any of its directors, secretary or an assistant secretary as being in full force and effect without modification or amendment and (D) other than with respect Company to the U.K. Borrower andcontrary. (c) An opinion of Schiff, with respect to any other Loan PartyHardin & Waite, ▇▇▇cial Illinois counsel to the extent applicable Company substantially in the form of Exhibit A-1 hereto (and available in the Company hereby instructs such Loan Party’s jurisdiction of organization, a good standing certificate from counsel to deliver such opinion to the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, dated as of the Amendment Effective Date or a recent date prior thereto; (iii) Banks and the Administrative Agent shall have received a customary Agent); and an opinion of (A) Dale ▇. ▇▇▇▇▇▇▇▇▇▇▇, Arps▇▇▇., Slategeneral counsel to the Company, substantially in the form of Exhibit A-2 hereto (and the Company hereby instructs such counsel to deliver such opinion to the Banks and the Administrative Agent). (d) An opinion of Milbank, Tweed, Hadle▇ & ▇▇Clo▇, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLPcial New York counsel to the Banks and the Administrative Agent, special United States counsel for substantially in the Company and (B) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (UK) LLP, special English legal advisers for the Company as to capacity form of the Designated Borrower and UK Borrower to enter this Amendment, dated as of the Amendment Effective DateExhibit B hereto. (ive) the Administrative Agent shall have received a certificate signed by a Responsible Officer All principal of the Company certifying (a) that the conditions specified in Sections 5(b) and (c) have been satisfied and (b) that there has been no event or circumstance since September 28, 2024 that has had a Material Adverse Effect; (v) Concurrently with the making of the 2025 Refinancing Term Loans, (a) the entire aggregate principal amount of interest on any Syndicated Loans outstanding under the Existing Term Loans Credit Agreement and (b) all accrued interest, fees and other amounts accrued immediately prior to this Amendment becoming effective in connection therewith payable under the Existing Credit Agreement shall have been paid in full; (vi) Concurrently with the availability of the 2025 Revolving Credit Facility, (i) the Revolving Credit Commitments in effect immediately prior to this Amendment becoming effective shall have been terminated and the entire aggregate principal amount of the all Existing Revolving Credit Loans outstanding (if any) immediately prior to this Amendment becoming effective shall have been paid in full and (ii) all accrued interest, fees and other amounts accrued prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vii) Any fees required to be paid pursuant to the Fee Letter on or before the Amendment Effective Date shall have been paid (or caused to have been paid) by the Company to the Administrative Agent on the Amendment Effective Date; (viii) The Company shall have delivered a Committed Loan Notice with respect to the 2025 Refinancing Term Loans and a notice of prepayment with respect to the Existing Term Loans, in each case, in accordance with the Credit Agreement; (ix) The Company shall have paid all fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP for which invoices have been presented at least three (3) Business Days prior to the Amendment Effective Date (it is hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (ix) shall be paid by the Company to the Administrative Agent on the Amendment Effective Date); (x) The Loan Parties shall have provided the documentation and other information regarding the Loan Parties to the Administrative Agent and Lenders that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent the Company shall have received written reasonable requests therefor (and in the case of any Lender request, through the Administrative Agent) at least three (3) Business Days prior to the Amendment Effective Date; and (xi) The conditions specified in Section 2.19 of the Credit Agreement with respect to the Refinancing shall have been satisfied (it being understood and agreed that, as of the date hereof, such conditions shall be deemed to be satisfied). (b) Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in Section 6(a) hereof, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit 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 2025 Refinancing Term Lender or such 2025 Refinancing Revolving Credit Lender, as the case may be, prior to the Amendment Effective Date specifying its objection thereto.

Amendment Effective Date. (a) The effectiveness This Amendment shall become effective as of this Amendment, the amendments set forth in Sections 3 and 4, the making of the 2025 Refinancing Term Loans and effectiveness of the 2025 Refinancing Revolving Credit Commitment and the making of any 2025 Refinancing Revolving Credit Loans thereunder, in each case, are subject to the satisfaction (or waiver by the 2021 Refinancing Term Lenders and the 2021 Refinancing Revolving Credit Lenders) of the following conditions (the first date on which all such conditions precedent are satisfied (or waived), the “Amendment Effective Date”):) on which each of the following conditions shall have been satisfied: (i) the Administrative Agent shall have received counterparty a counterpart signature pages page of this Amendment from duly executed by each of the Borrower, each Guarantor, each 2025 Refinancing Term Lender, each Refinancing Revolving Lender and each 2025 other Lenders (together with the Refinancing Term Lenders and Refinancing Revolving Credit LenderLenders) sufficient to constitute, collectively, the Requisite Lenders; (ii) the Administrative Agent and Lenders and their respective counsel shall have received an original executed copy of the favorable written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Credit Parties, dated as of the Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and the Lenders as of the Amendment Effective Date after giving effect to this Amendment (and each Credit Party hereby instructs such counsel to deliver such opinion to the Administrative Agent and such Lenders); (iii) the Administrative Agent shall have received (Ai) copies a copy of each Organizational Document of each Loan Party, as applicable, andCredit Party certified, to the extent applicable, certified as of the Amendment Effective Date or a recent date prior thereto by the appropriate applicable Governmental Authority; , or, if reasonably acceptable to the 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, (Bii) signature and incumbency certificates of the officers of such Persons executing the Loan Documents on behalf or directors of each Loan Party; Credit Party executing this Amendment, substantially in the form of the closing certificates delivered on the Closing Date, (Ciii) copies of resolutions of the Board of Directors or similar governing body of each Loan Credit Party approving and 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 and the other Loan Documents executed in connection with the Amendment, certified as of the Amendment Effective Date by any of a director, its directorssecretary, secretary or an assistant secretary as being in full force and effect without modification or amendment and (Div) other than with respect to the U.K. Borrower and, with respect to any other Loan Party, to the extent applicable and available in such Loan Party’s jurisdiction of organization, a good standing certificate (to the extent such concept is applicable in the relevant jurisdiction) from the applicable Governmental Authority of each Loan 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 (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 earlier date), and the Administrative Agent shall have received a certificate, dated as of the Amendment Effective Date or a recent date prior theretoof the Borrower, confirming the accuracy thereof, which shall be in form and substance reasonably satisfactory to Administrative Agent; (iiiv) the Administrative Agent Borrower shall have received a customary opinion of paid all fees and other amounts due and payable to GS Bank, ▇.▇. ▇▇▇▇▇▇ Securities LLC (A) “JPMS”), Citigroup Global Markets Inc. (“CGMI”), ▇▇▇▇▇▇▇ ▇, Arps, Slate, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ LLPIncorporated (“MLPFS”) as joint lead arrangers, special United States bookrunners and co-syndication agent (in such capacities, the “Lead Arrangers”), Fifth Third Bank as documentation agent and the Administrative Agent in connection 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 Company Lead Arrangers and (B) Skaddenthe Administrative Agent, Arpsin each case, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (UK) LLP, special English legal advisers to the extent that Borrower has received a reasonably detailed invoice for the Company as such costs and expenses prior to capacity of the Designated Borrower and UK Borrower to enter this Amendment, dated as of the Amendment Effective Date. (iv) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company certifying (a) that the conditions specified in Sections 5(b) and (c) have been satisfied and (b) that there has been no event or circumstance since September 28, 2024 that has had a Material Adverse Effect; (vvi) Concurrently concurrently with the making of the 2025 Refinancing Tranche A Term LoansLoans 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 accrued immediately prior (including any amounts due pursuant to this Amendment becoming effective in connection therewith shall have been paid in full; (vi) Concurrently with the availability Section 2.18 of the 2025 Revolving Credit Facility, (iAgreement) the Revolving Credit Commitments in effect immediately prior to this Amendment becoming effective shall have been terminated and the entire aggregate principal amount of the all Existing Revolving Credit Loans outstanding (if any) immediately prior to this Amendment becoming effective shall have been paid in full and (ii) all accrued interest, fees and other amounts accrued prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vii) Any fees required to be paid pursuant to the Fee Letter on or before the Amendment Effective Date in connection therewith and in connection with the Existing Revolving Commitments shall have been paid (or caused 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 paid) by the Company to the Administrative Agent on the Amendment Effective Date;terminated; and (viiivii) The Company the Borrower shall have delivered a Committed Loan Funding Notice with respect to the 2025 Refinancing Tranche A Term Loans and a Loans, notice of prepayment with respect to the Existing Tranche A Term LoansLoans and notice of termination with respect to the Existing Revolving Commitments. (b) 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 Amendment Effective Date shall not occur if each of the conditions set forth or referred to in each case, this Section 5 has not been satisfied or waived in accordance with Section 10.05 of the Credit Agreement; (ix) The Company shall have paid all feesAgreement at or prior to 5:00 p.m., charges and disbursements of New York City time, on ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇, ▇▇▇▇ LLP for which invoices have been presented at least three (3) Business Days prior to ▇▇ being understood that any such failure of the Amendment Effective Date (it is hereby expressly acknowledged and agreed that to occur by such date will not affect any fees paid pursuant to this clause (ix) shall be paid by the Company to the Administrative Agent on the Amendment Effective Date); (x) The Loan Parties shall have provided the documentation and other information regarding the Loan Parties to the Administrative Agent and Lenders that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent the Company shall have received written reasonable requests therefor (and in the case rights or obligations of any Lender request, through Person under the Administrative Agent) at least three (3) Business Days prior to the Amendment Effective Date; and (xi) The conditions specified in Section 2.19 of the existing Credit Agreement with respect to the Refinancing shall have been satisfied (it being understood and agreed that, as of the date hereof, such conditions shall be deemed to be satisfiedAgreement). (b) Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in Section 6(a) hereof, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit 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 2025 Refinancing Term Lender or such 2025 Refinancing Revolving Credit Lender, as the case may be, prior to the Amendment Effective Date specifying its objection thereto.

Amendment Effective Date. This Second Amendment shall become effective as of the date first above written (the "AMENDMENT EFFECTIVE DATE"), when the Lender shall have received: (a) The effectiveness $7,500,000, representing payment of this Amendment, the amendments set forth in Sections 3 and 4, the making of the 2025 Refinancing Term Loans and effectiveness of the 2025 Refinancing Revolving Credit Commitment and the making of any 2025 Refinancing Revolving Credit Loans thereunder, in each case, are subject to the satisfaction (or waiver by the 2021 Refinancing Term Lenders and the 2021 Refinancing Revolving Credit Lenders) of the following conditions (the first date on which all such conditions precedent are satisfied (or waived), the “Amendment Effective Date”): (i) the Administrative Agent shall have received counterparty signature pages Defaulted Loan Payment and (ii) the regularly scheduled loan payments of principal and interest required by Section 2.02(b) and (c) of the Loan Agreement due on or before May 1, 2001, June 1, 2001, July 1, 2001, and August 1, 2001; (b) counterparts of this Second Amendment from each of duly executed by the Borrower, each Guarantor, each 2025 Refinancing Term Lender Borrower and each 2025 Refinancing Revolving Credit the Lender; (iic) counterparts of the Administrative Agent shall have received (A) copies of each Organizational Document of each Loan Party, as applicable, and, First Amendment to the extent applicable, certified as of the Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority; (B) signature and incumbency certificates of the officers of such Persons executing the Loan Documents on behalf of each Loan Party; (C) copies of resolutions of the Board of Directors of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents executed in connection with the Amendment, certified as of the Amendment Effective Date by any of its directors, secretary or an assistant secretary as being in full force and effect without modification or amendment and (D) other than with respect to the U.K. Borrower and, with respect to any other Loan Party, to the extent applicable and available in such Loan Party’s jurisdiction of organization, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, Pledge Agreement dated as of April 13, 2001 (the "PLEDGE AGREEMENT AMENDMENT"), in the form of EXHIBIT B to this Second Amendment Effective Date or a recent date prior theretoduly executed by the Borrower and the Lender; (iiid) the Administrative Agent shall have received a customary opinion of (A) ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special United States counsel for the Company and (B) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (UK) LLP, special English legal advisers for the Company as to capacity counterparts of the Designated Borrower and UK Borrower First Amendments to enter this Amendment, Guaranty Agreements dated as of April 13, 2001 (the "GUARANTY AMENDMENTS"), in the forms of EXHIBIT C-1 and C-2 to this Second Amendment Effective Date.executed by the respective Guarantors and the Lender; (ive) counterparts of the Administrative Agent shall have received Intercreditor Agreement in the form of EXHIBIT D executed by Startec Global Operating Company and the Lender; (f) an opinion of counsel to the Borrower satisfactory to Lender it its sole discretion; (g) a certificate signed and its attachments (the "OFFICERS' CERTIFICATE") dated the date first above written executed by a Responsible Officer of the Company Borrower and a Responsible Officer of each of the Guarantors certifying (a) that the conditions specified resolutions attached to the Officers' Certificate are true and correct copies of all corporate action necessary to be taken by the Borrower and the Guarantors to authorize the execution and delivery of this Second Amendment, the Pledge Agreement Amendment, the Guaranty Amendments and the Intercreditor Agreement, as applicable, and such resolutions remain in Sections 5(b) full force and (c) have been satisfied effect; and (b) that there has been no event or circumstance since September 28the Responsible Officers of the Borrower and of each of the Guarantors whose the names, 2024 that has had a Material Adverse Effecttrue signatures and incumbency are set forth therein are authorized to execute and deliver this Second Amendment, the Pledge Agreement Amendment, the Guaranty Amendments and the Intercreditor Agreement, as applicable; (v) Concurrently with the making of the 2025 Refinancing Term Loans, (ah) the entire aggregate principal amount of the Existing Term Loans Amendment Fee and (b) confirmation from Lender's counsel that all accrued interest, fees and other amounts accrued immediately prior to this Amendment becoming effective in connection therewith shall expenses of Lender's counsel outstanding on the date hereof have been paid in full;. (vi) Concurrently with the availability of the 2025 Revolving Credit Facility, (i) The transaction contemplated by the Revolving Credit Commitments in effect immediately prior to this Amendment becoming effective Receivables Purchase Agreement shall have been terminated closed and the entire aggregate principal amount of the all Existing Revolving Credit Loans outstanding (if any) immediately prior to this Amendment becoming effective Allied Capital Corporation shall have been paid in full and (ii) all accrued interest, fees and other amounts accrued prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vii) Any fees required to be paid pursuant advanced $15,000,000 to the Fee Letter on or before the Amendment Effective Date shall have been paid (or caused to have been paid) by the Company to the Administrative Agent on the Amendment Effective Date; (viii) The Company shall have delivered a Committed Loan Notice with respect to the 2025 Refinancing Term Loans and a notice of prepayment with respect to the Existing Term Loans, in each case, in accordance with the Credit Agreement; (ix) The Company shall have paid all fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP Borrower for which invoices have been presented at least three (3) Business Days prior to the Amendment Effective Date (it is hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (ix) shall be paid by the Company to the Administrative Agent on the Amendment Effective Date); (x) The Loan Parties shall have provided the documentation and other information regarding the Loan Parties to the Administrative Agent and Lenders that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent the Company shall have received written reasonable requests therefor (and in the case of any Lender request, through the Administrative Agent) at least three (3) Business Days prior to the Amendment Effective Date; and (xi) The conditions specified in Section 2.19 of the Credit Agreement with respect to the Refinancing shall have been satisfied (it being understood and agreed that, as of the date hereof, such conditions shall be deemed to be satisfied). (b) Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in Section 6(a) hereof, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit Lender that has signed this Amendment shall be deemed to have consented application to, approved or accepted or to be satisfied withamong other things, 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 2025 Refinancing Term Lender or such 2025 Refinancing Revolving Credit Lender, as the case may be, prior to the Amendment Effective Date specifying its objection theretouses provided herein.

Amendment Effective Date. Except as set forth in Section 3 ------------------------ --------- above, this Third Amendment shall become effective as of the date, on or before June 30, 1997 (the "Amendment Effective Date") when each of the following ------------------------ conditions shall have been satisfied, provided, however, that to the extent -------- ------- either Acquisition has not been consummated on or prior to the date on which this Third Amendment would otherwise become effective, the conditions relating to such Acquisition need not be satisfied in order for the Amendment Effective Date to occur: (a) The effectiveness of this Amendment, the amendments set forth in Sections 3 and 4, the making Agent shall have received each of the 2025 Refinancing Term Loans and effectiveness of the 2025 Refinancing Revolving Credit Commitment and the making of any 2025 Refinancing Revolving Credit Loans thereunderfollowing documents, in each case, are subject case in form and substance reasonably satisfactory to the satisfaction (or waiver by the 2021 Refinancing Term Lenders and the 2021 Refinancing Revolving Credit Lenders) of the following conditions (the first date on which all such conditions precedent are satisfied (or waived), the “Amendment Effective Date”):Agent: (i) the Administrative Agent shall have received counterparty signature pages of this Amendment from counterparts hereof executed by each of the Borrower, each Parent Guarantor, each 2025 Refinancing Term Lender the Agent and each 2025 Refinancing Revolving Credit Lender; (ii) an amended and restated Note made by each Borrower, in each case payable to BTCC, each in a principal amount of $122,500,000 and otherwise in substantially in the Administrative Agent form of Exhibit D to the Credit Agreement; (iii) a Reaffirmation of Guaranty and Contribution Agreements executed by each Borrower in favor of the Agent, the Issuing Bank and the Lenders, pursuant to which each Borrower confirms its full and unconditional guarantee of the payment and performance of the Obligations of each other Borrower; (iv) if the Comtect Consolidation has not then been consummated, a Reaffirmation of Guaranty and Contribution Agreement executed by each Subsidiary Guarantor in favor of the Agent, the Issuing Bank and the Lenders, pursuant to which each Subsidiary Guarantor confirms its full and unconditional guarantee of the payment and performance of the Obligations of Acme ▇▇▇▇▇; (v) an amendment to the Security Agreement giving effect to the Acquisitions; (vi) to the extent that ▇▇▇▇▇▇ ▇▇▇▇▇ acquires any federally registered trademarks or trademark applica tions in either Acquisition, an amendment to the Trademark Security Agreement giving effect to such Acquisition; (vii) Collateral Access Agreements with respect to each real property location leased or subleased by ▇▇▇▇▇▇ ▇▇▇▇▇ from the applicable selling shareholders where assets acquired in either Acquisition are or will be located (provided that ▇▇▇▇▇▇ ▇▇▇▇▇ shall have received -------- use its best efforts to obtain Collateral Access Agreements with respect to all other real property locations where such assets are or will be located in accordance with Section 7.17 of the Credit Agreement); (viii) collateral assignments of all of RSC's and ▇▇▇▇▇▇ ▇▇▇▇▇' rights under the Purchase Agreements; (A) copies of each Organizational Document of each Loan Party, Uniform Commercial Code financing statements naming ▇▇▇▇▇▇ ▇▇▇▇▇ as applicable, and, debtor and the Agent as secured party as to the extent applicableassets acquired in the Acquisitions for all jurisdictions as may be necessary or desirable to perfect the Liens granted to the Agent, certified as for the benefit of the Amendment Effective Date or a recent date prior thereto by Holders, in such assets pursuant to the appropriate Governmental Authority; Security Agreement and (B) signature Uniform Commercial Code financing and incumbency certificates amendment statements reflecting the Acme ▇▇▇▇▇ Name Change; (x) personal property tax, lien and judgment searches against FHR, CSE, EL and any other Person selling assets in either Acquisition (collectively, the "Selling Parties") and all trade names of any of --------------- them in all jurisdictions where any Selling Party has, or within the last five years had, personal property; (xi) evidence that all Indebtedness which is secured by any Lien encumbering any asset acquired in either Acquisition has been repaid and that all such Liens have been terminated other than such Indebtedness permitted under Section 8.6(c) or Section 8.6(d) of the officers Credit Agreement and Liens permitted by Section 8.7(c) of such Persons executing the Loan Documents on behalf Credit Agreement; (xii) appraisals of all Rental Equipment acquired in each Loan Party; Acquisition; (Cxiii) copies of all Phase I environmental reports delivered with respect to real property owned or to be owned or leased or to be leased by the Credit Parties where assets acquired in either Acquisition are or will be located; (xiv) Evidence that the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ waiting period with respect to each Acquisition has expired or has been terminated; (xv) a certificate of the Secretary or Assistant Secretary of each Credit Party certifying (A) the resolutions of the Board of Directors of each Loan such Credit Party approving and authorizing authorizing, to the extent applicable, the Acquisitions, the New Offering, the execution, delivery and performance of this Third Amendment and the other Loan Credit Documents executed in connection herewith, (B) the names, incumbency and signatures of the officers of such Credit Party authorized to execute, deliver and perform such Credit Documents and (C) the accuracy and completeness of the Governing Documents delivered to the Agent, the Issuing Banks and the Lenders prior to the Amendment Effective Date, attaching thereto any and all amendments and modifications of such Governing Documents not previously delivered to such parties; (xvi) a certificate of the chief executive officer, chief financial officer or treasurer of each Credit Party executed and delivered on behalf of such Credit Party certifying that all conditions precedent to the effectiveness of this Third Amendment (other than conditions within the control of the Agent and the Lenders) have been met (or, concurrently with the Amendment Effective Date, will be met), all representations and warranties made in this Third Amendment are true and correct and (after giving effect to this Third Amendment) no Default or Event of Default has occurred and is continuing, certified as of provided that, to the extent such a certificate is -------- required to be delivered prior to the Amendment Effective Date by any of its directorspursuant to Section 3 above, secretary or an assistant secretary as being in full force and effect without modification or amendment and (D) other than with respect such certificate shall certify that all --------- conditions precedent to the U.K. Borrower and, with respect to any other Loan Party, consent of the Majority Lenders to the extent applicable Acquisition have been met, all representations and available warranties made in such Loan Party’s jurisdiction of organization, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, dated this Third Amendment as of the Amendment Effective Date date of consummation of such Acquisition are true and correct as of such date and no Default or a recent date prior theretoEvent of Default has occurred and is continuing as of such date; (iiixvii) a Solvency Certificate for the Administrative Agent shall have received Credit Parties, on a customary opinion combined basis, executed by the Senior Vice President of Operations of RSC and chief financial officer or treasurer of the other Credit Parties and giving effect to this Third Amendment and the New Offering; (Axviii) ▇▇▇▇▇▇▇, Arps, Slate, ▇Good Standing Certificates (including tax certifications where available) for ▇▇▇▇▇▇ & ▇▇▇▇▇ LLPfrom the appropriate Governmental Authorities in the States of Illinois, special United States counsel for Iowa, Kansas, Missouri and Oklahoma (or other evidence satisfactory to the Company and (B) Skadden, Arps, Slate, ▇Agent that ▇▇▇▇▇▇ & ▇▇▇▇ (UK) LLP, special English legal advisers for the Company as to capacity of the Designated Borrower and UK Borrower to enter this Amendment, dated as of the Amendment Effective Date. (iv) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company certifying (a) that the conditions specified in Sections 5(b) and (c) have been satisfied and (b) that there has been no event or circumstance since September 28, 2024 that has had a Material Adverse Effect; (v) Concurrently with the making of the 2025 Refinancing Term Loans, (a) the entire aggregate principal amount of the Existing Term Loans and (b) all accrued interest, fees and other amounts accrued immediately prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vi) Concurrently with the availability of the 2025 Revolving Credit Facility, (i) the Revolving Credit Commitments in effect immediately prior to this Amendment becoming effective shall have been terminated and the entire aggregate principal amount of the all Existing Revolving Credit Loans outstanding (if any) immediately prior to this Amendment becoming effective shall have been paid in full and (ii) all accrued interest, fees and other amounts accrued prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vii) Any fees required to be paid pursuant to the Fee Letter on or before the Amendment Effective Date shall have been paid (or caused to have been paid) by the Company to the Administrative Agent on the Amendment Effective Date; (viii) The Company shall have delivered a Committed Loan Notice with respect to the 2025 Refinancing Term Loans and a notice of prepayment with respect to the Existing Term Loans, in each case, in accordance with the Credit Agreement; (ix) The Company shall have paid all fees, charges and disbursements of ▇▇▇▇▇ has qualified to do business in such states); (xix) a certified copy of the prospectus and Registration Statement for the New Offering; (xx) a funds flow memorandum certified by the chief financial officer or treasurer of the Credit Parties with respect to the proceeds of the New Offering and the payment of transaction costs related thereto; (xxi) an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP for which invoices have been presented at least three (3) Business Days prior , special counsel to the Amendment Effective Date (it is hereby expressly acknowledged and agreed that any fees paid pursuant Credit Parties, with respect to this clause (ix) shall be paid by Third Amendment and other matters which the Company to the Administrative Agent on the Amendment Effective Date)may reasonably request; (xxxii) The Loan Parties shall have provided the documentation and other information regarding the Loan Parties to the Administrative Agent and Lenders that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent the Company shall have received written reasonable requests therefor (and delivered in the case connection with either Acquisition, an opinion of any Lender request, through the Administrative Agent) at least three (3) Business Days prior counsel to the Amendment Effective Dateapplicable Selling Parties with respect to such Acquisition which permits, either expressly or pursuant to a reliance letter, the Agent, the Issuing Bank and the Lenders to rely thereon; and (xixxiii) The conditions specified in Section 2.19 of such additional documentation as the Credit Agreement with respect to the Refinancing shall have been satisfied (it being understood and agreed that, as of the date hereof, such conditions shall be deemed to be satisfied)Agent may reasonably request. (b) Without limiting the generality The Agent and each Lender shall have completed its review of the provisions of the last paragraph of Section 9.03 business, operations, assets, liabilities and Contractual Obligations of the Credit AgreementParties, for purposes after giving effect to the New Offering and the Acquisitions, the results of determining which shall have provided the Agent and each Lender with results and information which, in the judgment of each such Person, are satisfactory to permit the Agent and each Lender to enter into this Third Amendment. (c) All aspects of each Acquisition shall have been, or concurrently with the effectiveness hereof will be, consummated, in compliance with all applicable Requirements of Law, the conditions specified Credit Agreement (as amended by this Third Amendment), the other Credit Documents and the applicable Purchase Agreement (unless waived in Section 6(awriting by the Majority Lenders). (d) hereofAll aspects of the New Offering shall have been consummated in compliance with all applicable Requirements of Law and the Registration Statement therefor, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit 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 RSC shall have received net proceeds from the New Offering in an amount not less than $45,000,000. (e) No law, regulation, order, judgment or decree of any Governmental Authority shall, and the Agent shall not have received any notice that litigation is pending or threatened which is likely to, enjoin, prohibit or restrain the consummation of the Acquisitions, the New Offering or the transactions contemplated by this Third Amendment, except for such laws, regulations, orders or decrees, or pending or threatened litigation that in the aggregate could not reasonably be expected to result in a Material Adverse Effect. (f) Complete and accurate copies of the Pro Forma and the Projections shall have been delivered to the Agent. After review of the foregoing, the Agent shall be satisfied, in its sole discretion, that (i) the financial condition of the Credit Parties does not differ in any material adverse respect from such 2025 Refinancing Term Lender or such 2025 Refinancing Revolving Credit Lender, as the case may be, condition evidenced by the financial information provided to the Agent prior to April 30, 1997 and (ii) the Credit Parties will be able to comply with the Financial Covenants. (g) Since April 30, 1997, there shall not have occurred a material adverse change in financial, banking or capital market conditions generally that, in the sole judgment of BTCC, would substantially impair the subsequent marketability of the Commitment of BTCC. (h) All Fees, and all Expenses as to which the Credit Parties have received an invoice, in each case which are payable on or before the Amendment Effective Date specifying its objection theretoshall have been paid.

Amendment Effective Date. (a) The effectiveness This Amendment shall become effective as of this Amendment, the amendments set forth in Sections 3 and 4, the making of the 2025 Refinancing Term Loans and effectiveness of the 2025 Refinancing Revolving Credit Commitment and the making of any 2025 Refinancing Revolving Credit Loans thereunder, in each case, are subject to the satisfaction (or waiver by the 2021 Refinancing Term Lenders and the 2021 Refinancing Revolving Credit Lenders) of the following conditions (the first date on which all such conditions precedent are satisfied (or waived), the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Second Amendment Term B Lenders and the Revolving Lenders): (ia) the Administrative Agent (or its counsel) shall have received counterparty (i)(x) a counterpart signature pages page of this Amendment from each of duly executed by the Parent Borrower, the Administrative Agent and each GuarantorSecond Amendment Incremental Term B Lender, (y) each 2025 Refinancing applicable Lender Addendum, executed and delivered by each Second Amendment Replacement Term Lender and (z) a counterpart signature page of this Amendment duly executed by each 2025 Refinancing Revolving Lender under the Existing Credit LenderAgreement immediately prior to the Amendment Effective Date and (ii) a borrowing notice in accordance with Section 2.2 of the Amended Credit Agreement duly executed by the Parent Borrower with respect to (x) the Second Amendment Incremental Term Loans and (y) the Second Amendment Replacement Term Loans (in each case of clauses (i) and (ii), including by way of Electronic Signatures (as defined below)); (iib) the Administrative Agent shall have received (Aor its counsel) copies of each Organizational Document of each Loan Party, as applicable, and, to the extent applicable, certified as of the Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority; (B) signature and incumbency certificates of the officers of such Persons executing the Loan Documents on behalf of each Loan Party; (C) copies of resolutions of the Board of Directors of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents executed in connection with the Amendment, certified as of the Amendment Effective Date by any of its directors, secretary or an assistant secretary as being in full force and effect without modification or amendment and (D) other than with respect to the U.K. Borrower and, with respect to any other Loan Party, to the extent applicable and available in such Loan Party’s jurisdiction of organization, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, dated as of the Amendment Effective Date or a recent date prior thereto; (iii) the Administrative Agent shall have received a customary opinion of (A) ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special United States counsel for the Company and (B) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (UK) LLP, special English legal advisers for the Company as to capacity of the Designated Borrower and UK Borrower to enter this Amendment, dated as of the Amendment Effective Date. (iv) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company certifying (a) that the conditions specified in Sections 5(b) and (c) have been satisfied and (b) that there has been no event or circumstance since September 28, 2024 that has had a Material Adverse Effect; (v) Concurrently with the making of the 2025 Refinancing Term Loans, (a) the entire aggregate principal amount of the Existing Term Loans and (b) all accrued interest, fees and other amounts accrued immediately prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vi) Concurrently with the availability of the 2025 Revolving Credit Facility, from (i) the Revolving Credit Commitments in effect immediately prior to this Amendment becoming effective shall have been terminated and the entire aggregate principal amount of the all Existing Revolving Credit Loans outstanding (if any) immediately prior to this Amendment becoming effective shall have been paid in full and (ii) all accrued interest, fees and other amounts accrued prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vii) Any fees required to be paid pursuant to the Fee Letter on or before the Amendment Effective Date shall have been paid (or caused to have been paid) by the Company to the Administrative Agent on the Amendment Effective Date; (viii) The Company shall have delivered a Committed Loan Notice with respect to the 2025 Refinancing Term Loans and a notice of prepayment with respect to the Existing Term Loans, in each case, in accordance with the Credit Agreement; (ix) The Company shall have paid all fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP for which invoices have been presented at least three LLP, in its capacity as special New York counsel to the Loan Parties and (3ii) Business Days prior Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, in its capacity as special Delaware counsel to the Loan Parties, in each case, dated as of the Amendment Effective Date (it is hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (ix) shall be paid by the Company addressed to the Administrative Agent and the Second Amendment Term B Lenders; (c) the Administrative Agent shall have received (in each case, in English) (i)(x) the audited consolidated financial statements of Ham-Let and its subsidiaries as of December 31, 2019 and December 31, 2018, and the related audited consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows for the fiscal years then-ended and (y) an audited consolidated and consolidating balance sheet of the Parent Borrower and its consolidated subsidiaries as of December 31, 2019 and December 31, 2018 and the related audited consolidated and consolidating statements of income and cash flows for the fiscal years then-ended; provided that (x) in the case of clause (i)(x), the filing of the foregoing financial statements with the Tel Aviv Stock Exchange Ltd. or the Israeli Securities Authority by Ham-Let will satisfy the foregoing requirements and (y) in the case of clause (i)(y), the filing of the foregoing required financial statements on form 10-K or form 10-Q, as applicable, with the SEC by the Parent Borrower will satisfy the foregoing requirements, and (ii) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Parent Borrower and its subsidiaries as of and for the twelve-month period ending September 30, 2020, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income); (d) the Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated the Amendment Effective Date, substantially in the form of Exhibit C to the Existing Credit Agreement, with appropriate insertions and attachments, 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 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 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) (i) with respect to the Second Amendment Incremental Term Loans only, (x) each of the Specified Ham-Let Merger Agreement Representations shall be true and correct in all material respects (or 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 Specified Ham-Let 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 Specified Representations shall be true and correct in all material respects (or 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 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; provided that to the extent any of the Specified Representations are qualified or subject to “material adverse effect,” the definition thereof shall be “Company Material Adverse Effect” as defined in the Ham-Let Merger Agreement for the purposes of any representations and warranties made, or to be made, on or as of the Amendment Effective Date and (ii) with respect to the Second Amendment Replacement Term Loans only, each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Amendment Effective Date as if made on and as of such date, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall have been so true and correct as of such earlier date; (f) with respect to the Second Amendment Incremental Term Loans only, there shall not have occurred, following the date of the Ham-Let Merger Agreement, any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a “Company Material Adverse Effect” (as defined in the Ham-Let Merger Agreement); (g) 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) (it being understood that, the terms of the Existing Credit Agreement, including Section 6.10 thereof, shall govern the provision of any lien search or Collateral (including the creation or perfection of any security interest) with respect to Ham-Let or any of its Subsidiaries and in no event shall any such lien search or Collateral (including the creation or perfection of any security interest) constitute a condition precedent to the availability or funding of Second Amendment Term B Loans on the Amendment Effective Date); (xi) The Loan Parties 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 Parent Borrower in connection with this Amendment to the Administrative Agent, the Second Amendment Lead Arranger and the Second Amendment Incremental Term B Lenders, including without limitation pursuant to the Commitment Letter and the Arranger Fee Letter, in each case dated as of December 16, 2020 and entered into between the Second Amendment Lead Arranger and the Parent Borrower with respect to the Second Amendment Incremental Term Loans, shall have been paid or shall have been authorized to be deducted from the proceeds of the funding under the Second Amendment Term B Loans to the extent due and invoiced to the Parent Borrower (in the case of any such expenses, at least three Business Days prior to the Amendment Effective Date) and (ii) the Administrative Agent shall have received, for the account of each Existing Term Lender, all accrued and unpaid interest in respect of the Existing Term Loans of such Existing Term Lender to, but not including, the Second Amendment Effective Date; (i) prior to or substantially concurrently with the funding of the Second Amendment Term B Loans, including by use of proceeds thereof, the principal, accrued and unpaid interest, fees, premiums, if any, and other amounts under certain existing indebtedness for borrowed money of Ham-Let will be repaid in full, and all commitments to extend credit thereunder will be terminated and any security interests and guarantees (if any) in connection therewith shall be terminated and/or released (or arrangements for such repayment, termination and release reasonably acceptable to the Second Amendment Lead Arranger shall have been made) (the “Ham-Let Refinancing”); (j) the Administrative Agent (or its counsel) shall have received a Solvency Certificate (as defined in the Existing Credit Agreement) dated as of the 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; (k) the Ham-Let Acquisition shall be consummated pursuant to the Ham-Let Merger Agreement, substantially concurrently with the funding of the Second Amendment Incremental Term Loans, and no provision of the Ham-Let 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 Second Amendment Incremental Term B Lenders (in their capacity as such) without the prior written consent of such Second Amendment Incremental Term B 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 Ham-Let Merger Agreement shall be deemed to be materially adverse to the interests of such Second Amendment Incremental Term B Lenders (in their capacity as such); provided that in each case such Second Amendment Incremental Term B Lenders shall be deemed to have consented to such amendment, waiver or consent unless it shall object thereto within 3 Business Days of receipt of written notice or draft of such amendment, waiver or consent, (b) any of the following decreases in the Exchange Fund or the Merger Consideration (each as defined in the Ham-Let Merger Agreement as in effect on December 16, 2020) shall be deemed not to be materially adverse to the interests of such Second Amendment Term B Lenders (in their capacity as such): (i) decreases pursuant to any purchase price or similar adjustment provisions set forth in the Ham-Let Merger Agreement as of December 16, 2020; and (ii) decreases of less than 15.0% in the aggregate; provided that, with respect to this clause (ii) the aggregate amount of the Second Amendment Term B Loans shall be reduced on a dollar-for-dollar basis by the amount of such decrease and (c) any increase in the consideration for the Ham-Let Acquisition shall be deemed not to be materially adverse to the interests of such Second Amendment Incremental Term B Lenders (in their capacity as such) so long as funded with common equity proceeds or proceeds of preferred equity that does not constitute Disqualified Capital Stock; (l) the Second Amendment Lead Arranger shall have received, at least three Business Days prior to the Amendment Effective Date, all documentation and other information regarding about the Loan Parties Parent Borrower and the Guarantors that shall have been reasonably requested by the Second Amendment Lead Arranger or any Second Amendment Term B Lender in writing at least 10 Business Days prior to the Administrative Agent Amendment Effective Date and Lenders that are the Second Amendment Lead Arranger or such Second Amendment Term B 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 PATRIOT Act and the Beneficial Ownership Regulation, CDD Rule and (ii) to the extent the Company shall have received written reasonable requests therefor Parent Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (and in the case of any Lender request“Beneficial Ownership Regulation”), through the Administrative Agent) at least three (3) Business Days five days prior to the Amendment Effective Date, any Second Amendment Term B Lender that has requested, in a written notice to the Parent 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 Parent Borrower shall have received such Beneficial Ownership Certification; (m) (i) with respect to the Second Amendment Incremental Term Loans only, subject to Section 1.3 of the Existing Credit Agreement, no Event of Default under clauses (a) or (f) of Section 8.1 of the Existing Credit Agreement shall have occurred and be continuing immediately prior to (other than with respect to the Specified Events of Default) and immediately after giving effect to the incurrence of the Second Amendment Incremental Term Loans (it being understood that, for purposes of this clause (m)(i), the Parent Borrower hereby elects to exercise the LCT Election with respect to the Transactions) and (ii) with respect to the Second Amendment Replacement Term Loans only, no Default or Event of Default shall have occurred and be continuing on the Second Amendment Effective Date (other than with respect to the Specified Events of Default immediately prior to the Second Amendment Effective Date) or after giving effect to the extensions of credit requested to be made on such date; and (xin) The the Administrative Agent shall have received a certificate of a Responsible Officer of the Parent Borrower certifying as to the matters referred to in clauses (e), (f), (i), (k) and (m) of this Section 5. For purposes of determining whether the conditions specified in this Section 2.19 of the Credit Agreement with respect to the Refinancing shall 5 have been satisfied (it being understood and agreed that, as of on the date hereof, such conditions shall be deemed to be satisfied). (b) Without limiting by the generality funding of the provisions of Second Amendment Term B Loans, the last paragraph of Section 9.03 of Administrative Agent and the Credit Agreement, for purposes of determining compliance with the conditions specified in Section 6(a) hereof, each 2025 Refinancing Second Amendment Term Lender and each 2025 Refinancing Revolving Credit Lender that has signed this Amendment B Lenders shall be deemed to have consented to, approved or accepted accepted, or to be satisfied with, each document or other matter required thereunder hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such 2025 Refinancing or the Second Amendment Term Lender or such 2025 Refinancing Revolving Credit LenderB Lenders, as the case may be. Notwithstanding any other provisions of this Amendment to the contrary, prior the Administrative Agent may appoint a fronting lender (the “Fronting Lender”) to act as the sole Additional Replacement Term Lender and/or the sole Second Amendment Incremental Term B Lender for purposes of facilitating funding on the Amendment Effective Date specifying Date. Accordingly, any Lender Addendum (Additional Replacement Term Lender) submitted by or on behalf of an Additional Replacement Term Lender and/or any counterpart signature page to this Amendment submitted by or on behalf of a Second Amendment Incremental Term B Lender, in each case other than the Fronting Lender, will be deemed ineffective unless accepted by the Second Amendment Lead Arranger in its objection theretosole discretion.

Amendment Effective Date. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which the following conditions precedent having been complied with to the satisfaction of or waived in writing by the 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): (a) The effectiveness 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 this Amendmenteach shall have been delivered to the Administrative Agent and each Lender (it being understood that that the due authorization, the amendments set forth in Sections 3 execution and 4, the making delivery of the 2025 Refinancing Term Loans and effectiveness of documents specified in clauses (v)-(ix) were satisfied on the 2025 Refinancing Revolving Credit Commitment and the making of any 2025 Refinancing Revolving Credit Loans thereunder, in each case, are subject to the satisfaction (or waiver by the 2021 Refinancing Term Lenders and the 2021 Refinancing Revolving Credit Lenders) of the following conditions (the first date on which all such conditions precedent are satisfied (or waived), the “Amendment 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 shall have received counterparty signature pages 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 Amendment from 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 2025 Refinancing Term Lender case as to the person or persons authorized to execute and each 2025 Refinancing Revolving Credit Lenderdeliver the Related Documents to which such Person is a party, and the specimen signature of such person or persons; (ii) the Administrative Agent shall have received (A) copies a good standing certificate of each Organizational Document of each Loan Party, as applicable, and, to the extent applicable, certified as of the Amendment Effective Date or a recent date prior thereto Borrower and the Lessee issued by the appropriate Governmental Authority; Delaware Secretary of State and (B) signature and incumbency certificates of the officers of such Persons executing the Loan Documents on behalf of each Loan Party; (C) copies of resolutions of the Board of Directors of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents executed in connection with the Amendment, certified as of the Amendment Effective Date by any of its directors, secretary or an assistant secretary as being in full force and effect without modification or amendment and (D) other than with respect to the U.K. Borrower and, with respect to any other Loan Party, to the extent applicable and available in such Loan Party’s jurisdiction of organizationif applicable, a good standing certificate from the applicable Governmental Authority of each Loan PartyGuarantor issued by the Secretary of State or other relevant official in such Guarantor’s jurisdiction of incorporation, organization incorporation or formation; and (x) such other documents and evidence with respect to the Borrower, dated 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 Amendment Effective Date transactions contemplated by this Agreement and the other Related Documents, the taking of all corporate proceedings in connection therewith, compliance with the conditions herein or a recent date prior thereto;therein set forth and compliance with any money laundering informational requirements any Lender may have. (c) Each of the Administrative Agent, the Lenders and the Security Trustee shall have received one or more opinions addressed to each of them from, 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 document specified in clause (iii) was satisfied on the Administrative Agent shall have received a customary opinion of Effective Date): (Ai) K▇▇▇▇▇▇▇, Arps, Slate, ▇ ▇▇▇▇▇▇▇ & 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▇▇▇▇ LLP, special United States counsel for the Company and (B) Skadden, Arps, Slate, G▇▇ & L▇▇▇▇▇▇▇ & ▇▇▇▇ (UK) LLPP.C., special English legal advisers 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 the Company as such Lender to capacity 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 Designated Borrower Borrower, the Guarantors or any of their Affiliates which are required in connection with any of the transactions contemplated by this Agreement and UK Borrower the other Related Documents shall have been duly obtained. (g) All appropriate action required to enter have been taken by any governmental or political agency, subdivision or instrumentality of the United States on or prior to the Amendment Effective Date in connection with the transactions contemplated by this AmendmentAgreement and the other Related Documents shall have been taken, dated as 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 orders, permits, waivers, authorizations, exemptions and approvals shall be in full force and effect on the Amendment Effective Date. (ivh) The Administrative Agent and the Lenders shall have received evidence of the establishment of the Class A-1 Loan Advance Account (it being understood that that the condition precedent specified in this clause (h) was satisfied on the Effective Date). (i) The Administrative Agent and each Lender shall have received updated certificates of insurance and insurance broker letters from the applicable insurance brokers as to the due compliance with the terms of the Lease, 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 a certificate signed by a Responsible Officer 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 Company certifying (a) that the conditions specified in Sections 5(b) Security Agreement, and (c) have been satisfied and (b) that there has been no event or circumstance since September 28, 2024 that has had a Material Adverse Effect; (v) Concurrently registration with the making International Registry of the 2025 Refinancing Term Loans, (a) the entire aggregate principal amount international interests of the Existing Term Loans and (b) all accrued interestSecurity Agreement, fees and other amounts accrued immediately prior relating to each Aircraft financed under this Amendment becoming effective in connection therewith shall have been paid in full; (vi) Concurrently with the availability Agreement as of the 2025 Revolving Credit Facility, (i) the Revolving Credit Commitments in effect immediately prior to this Amendment becoming effective shall have been terminated and the entire aggregate principal amount of the all Existing Revolving Credit Loans outstanding (if any) immediately prior to this Amendment becoming effective shall have been paid in full and (ii) all accrued interest, fees and other amounts accrued prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vii) Any fees required to be paid pursuant to the Fee Letter on or before the Amendment Effective Date shall have been paid (or caused to have been paid) by and the Company to the Administrative Agent on the Amendment Effective Date; (viii) The Company shall have delivered a Committed Loan Notice 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 2025 Refinancing Term obligations in respect of the Initial Class B Loans and a notice of prepayment with respect to the Existing Term Loansbe secured by such Aircraft, in each case, in accordance with the Credit Agreement; (ix) The Company shall have paid all fees, charges form and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP for which invoices have been presented at least three (3) Business Days prior to the Amendment Effective Date (it is hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (ix) shall be paid by the Company to the Administrative Agent on the Amendment Effective Date); (x) The Loan Parties shall have provided the documentation and other information regarding the Loan Parties substance satisfactory to the Administrative Agent and Lenders each Lender. (k) The Borrower shall have paid such fees that are required by regulatory authorities under applicable “know-your-customer” rules due and regulationspayable as the Borrower shall have agreed to pay to any Lender, the Administrative Agent or the Security Trustee in connection herewith, including the Patriot Act reasonable fees and expenses of counsel, in connection with the Beneficial Ownership Regulation, to the extent the Company transactions contemplated hereby. (l) The Administrative Agent and each Class B Lender shall have received written reasonable requests therefor (and the Borrowing Request in respect of the case of any Lender request, through the Administrative Agent) at least three (3) Business Days prior initial Class B Loans to be made pursuant to the Amendment Effective Date; and (xi) The conditions specified in first sentence of Section 2.19 of the Credit Agreement with respect to the Refinancing shall have been satisfied (it being understood and agreed that, as of the date hereof, such conditions shall be deemed to be satisfied2.01(c). (b) Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in Section 6(a) hereof, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit 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 2025 Refinancing Term Lender or such 2025 Refinancing Revolving Credit Lender, as the case may be, prior to the Amendment Effective Date specifying its objection thereto.

Amendment Effective Date. (a) The effectiveness of this Amendment, the amendments set forth in Sections 3 and 4, the making This First Amendment shall become effective as of the 2025 Refinancing Term Loans and effectiveness of date, on or before September 30, 1996 (the 2025 Refinancing Revolving Credit Commitment and the making of any 2025 Refinancing Revolving Credit Loans thereunder, in "First Amendment Effective Date") when each case, are subject to the satisfaction (or waiver by the 2021 Refinancing Term Lenders and the 2021 Refinancing Revolving Credit Lenders) of the following conditions shall have been satisfied: (a) the first date on which all such conditions precedent are satisfied (or waived)Agent shall have received each of the following documents, in each case in form and substance satisfactory to the “Amendment Effective Date”):Agent: (i) the Administrative Agent shall have received counterparty signature pages of this Amendment from counterparts hereof executed by each of the Borrower, each GuarantorHoldings, each 2025 Refinancing Term Lender the Agent, the Canadian Agent and each 2025 Refinancing Revolving Credit Lender; (ii) an amendatory agreement in substantially the Administrative Agent shall have received (A) copies form of each Organizational Document of each Loan Party, as applicable, and, to the extent applicable, certified as of the Amendment Effective Date or Annex G attached hereto and made a recent date prior thereto by the appropriate Governmental Authority; (B) signature and incumbency certificates of the officers of such Persons executing the Loan Documents on behalf of each Loan Party; (C) copies of resolutions of the Board of Directors of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents executed in connection with the Amendment, certified as of the Amendment Effective Date by any of its directors, secretary or an assistant secretary as being in full force and effect without modification or amendment and (D) other than with respect to the U.K. Borrower and, with respect to any other Loan Party, to the extent applicable and available in such Loan Party’s jurisdiction of organization, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, dated as of the Amendment Effective Date or a recent date prior theretopart hereof; (iii) the Administrative Agent shall have received a customary opinion of (A) ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special United States counsel for the Company and (B) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (UK) LLP, special English legal advisers for the Company as to capacity of the Designated Borrower and UK Borrower to enter this Amendment, dated as of the Amendment Effective Date. (iv) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company certifying (a) that the conditions specified in Sections 5(b) and (c) have been satisfied and (b) that there has been no event or circumstance since September 28, 2024 that has had a Material Adverse Effect; (v) Concurrently with the making of the 2025 Refinancing Term Loans, (a) the entire aggregate principal amount of the Existing Term Loans and (b) all accrued interest, fees and other amounts accrued immediately prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vi) Concurrently with the availability of the 2025 Revolving Credit Facility, (i) the Revolving Credit Commitments in effect immediately prior to this Amendment becoming effective shall have been terminated and the entire aggregate principal amount of the all Existing Revolving Credit Loans outstanding (if any) immediately prior to this Amendment becoming effective shall have been paid in full and (ii) all accrued interest, fees and other amounts accrued prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vii) Any fees required to be paid pursuant to the Fee Letter on or before the Amendment Effective Date shall have been paid (or caused to have been paid) by the Company to the Administrative Agent on the Amendment Effective Date; (viii) The Company shall have delivered a Committed Loan Notice UCC amendment statements with respect to each UCC-1 financing statement filed against the 2025 Refinancing Term Loans and a notice of prepayment with respect to the Existing Term Loans, in each case, in accordance with the Credit Agreement; (ix) The Company shall have paid all fees, charges and disbursements of or ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP for which invoices have been presented at least three (3) Business Days prior International, giving effect to the Amendment Effective Date (it is hereby expressly acknowledged and agreed that any fees paid amendments, pursuant to this the amendatory agreement referred to in the immediately preceding clause (ix) shall be paid ii), to the Borrower Security Agreements executed by the Company to the Administrative Agent on the Amendment Effective Date)and ▇▇▇▇▇▇▇▇▇▇ International; (xA) The Loan Parties shall have provided stock certificate(s) representing 100% of the documentation and other information regarding the Loan Parties Capital Stock of Finsub, together with stock powers (executed in blank) therefor, (B) all subordinated promissory notes issued to the Administrative Agent Company and Lenders that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, ▇▇▇▇▇▇▇▇▇▇ International pursuant to the extent Permitted Receivables Transaction Documents, endorsed in blank, (C) replacements for the applicable exhibits to the Borrower Pledge Agreements executed by the Company shall have received written reasonable requests therefor and ▇▇▇▇▇▇▇▇▇▇ International reflecting the pledge of the property described in subclauses (A) and in the case (B) above, and (D) an acknowledgement of any Lender request, through the Administrative Agent) at least three (3) Business Days prior to the Amendment Effective Date; andpledge executed by Finsub; (xiv) The conditions specified (A) a Pledge Agreement executed by Pegasus, in Section 2.19 substantially the form of the Credit Agreement with respect Exhibit C to the Refinancing shall have been satisfied (it being understood and agreed that, as of the date hereof, such conditions shall be deemed to be satisfied). (b) Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, for purposes (B) stock certificate(s) representing 100% of determining compliance the Capital Stock of Finsub2, together with stock powers (executed in blank) therefor, and (C) an acknowledgement of pledge executed by Finsub2; (vi) fully executed copies of the conditions specified in Section 6(aPermitted Receivables Intercreditor Agreement and the Multicurrency Intercreditor Agreement; (vii) hereofa copy of each of the Permitted Receivables Transaction Documents, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit 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 certified as of the Administrative Agent shall have received notice from such 2025 Refinancing Term Lender or such 2025 Refinancing Revolving Credit Lender, as the case may be, prior to the First Amendment Effective Date specifying its objection thereto.by the Secretary or an Assistant Secretary of the Company (A) to be a true, correct and complete copy of each such document and

Amendment Effective Date. (a) The effectiveness of this Amendment, Section 3.1 This Amendment shall become effective only upon the amendments set forth in Sections 3 and 4, the making of the 2025 Refinancing Term Loans and effectiveness of the 2025 Refinancing Revolving Credit Commitment and the making of any 2025 Refinancing Revolving Credit Loans thereunder, in date on which each case, are subject to the satisfaction (or waiver by the 2021 Refinancing Term Lenders and the 2021 Refinancing Revolving Credit Lenders) of the following conditions precedent have been satisfied or waived by the Department (the first date on which all such conditions precedent are satisfied (or waived), the “Amendment Effective Date”):), each of which shall be in form and substance and otherwise satisfactory to the Department: (i) the Administrative Agent 3.1.1 The Department shall have received counterparty signature pages of this Amendment from the Recipient each of the Borrower, following items in previously agreed upon form: (a) a Sources and Uses Plan for each Guarantor, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit LenderProject; (iib) the Administrative Agent shall have received (A) copies of each Organizational Document of each Loan Party, as applicable, and, to the extent applicable, certified as of the Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority; (B) signature and incumbency certificates of the officers of such Persons executing the Loan Documents on behalf of each Loan Party; (C) copies of resolutions of the Board of Directors of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents executed in connection with the Amendment, certified as of the Amendment Effective Date by any of its directors, secretary or an assistant secretary as being in full force and effect without modification or amendment and (D) other than with respect to the U.K. Borrower and, with respect to any other Loan Party, to the extent applicable and available in such Loan Party’s jurisdiction of organization, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, legal opinions dated as of the Amendment Effective Date or a recent date prior thereto; (iii) and addressed to the Administrative Agent shall have received a customary opinion of (A) Department from ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, special United States as New York and Delaware counsel for to the Company and (B) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (UK) LLP, special English legal advisers for the Company as to capacity of the Designated Borrower and UK Borrower to enter this Amendment, dated as of the Amendment Effective Date.Recipient Parties; (iv) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company certifying (a) that the conditions specified in Sections 5(b) and (c) have been satisfied and (b) that there has been no event or circumstance since September 28, 2024 that has had a Material Adverse EffectBase Case Financial Model for each Project; (vd) Concurrently evidence that all Periodic Expenses due and payable to the Department and the Department’s Consultants in connection with the making of the 2025 Refinancing Term Loans, (a) the entire aggregate principal amount of the Existing Term Loans and (b) all accrued interest, fees and other amounts accrued immediately prior to this Amendment becoming effective in connection therewith shall have been paid or reimbursed in full; (vi) Concurrently with full or, in the availability case of the 2025 Revolving Credit FacilityDepartment’s Consultants, (i) the Revolving Credit Commitments in effect immediately prior to this Amendment becoming effective shall arrangements for payment have been terminated and the entire aggregate principal amount of the all Existing Revolving Credit Loans outstanding (if any) immediately prior to this Amendment becoming effective shall have been paid in full and (ii) all accrued interest, fees and other amounts accrued prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vii) Any fees required to be paid pursuant to the Fee Letter on or before the Amendment Effective Date shall have been paid (or caused to have been paid) by the Company to the Administrative Agent on the Amendment Effective Date; (viii) The Company shall have delivered a Committed Loan Notice with respect to the 2025 Refinancing Term Loans and a notice of prepayment with respect to the Existing Term Loansmade, in each case, in accordance with the Credit Agreementany applicable fee letters; (ixe) The Company shall have paid all fees, charges the Construction and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP Tool Installation Budget for which invoices have been presented at least three (3) Business Days prior to the Amendment Effective Date (it is hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (ix) shall be paid by ID Fab 2 Project consistent with the Company to Base Case Financial Model for the Administrative Agent on the Amendment Effective Date)ID Fab 2 Project; (xf) The Loan Parties shall have provided the documentation and other information regarding Milestone Based Schedule for the Loan Parties to ID Fab 2 Project; (g) an Officer’s Certificate of the Administrative Agent and Lenders that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent the Company shall have received written reasonable requests therefor (and Recipient substantially in the case form of any Lender request, through the Administrative AgentExhibit A (Form of Recipient Amendment No. 2 Amendment Date) at least three (3) Business Days prior to the Amendment Effective Dateattached hereto; and (xih) The conditions specified in Section 2.19 copies of the Credit Agreement with respect Recipient’s duly adopted resolutions to authorize the execution, delivery and performance by the Recipient of this Amendment and all transactions contemplated hereunder. 3.1.2 Each of the Department and NY Recipient shall have executed an amendment to the Refinancing shall have been satisfied NY DFA to amend, among other things, Schedule B (it being understood and agreed that, as of the date hereof, such conditions shall be deemed to be satisfied)Project Milestone Schedule) thereto. (b) Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in Section 6(a) hereof, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit 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 3.1.3 The Department shall have received notice from such 2025 Refinancing Term Lender or such 2025 Refinancing Revolving Credit Lender, as a fully executed amendment and restatement of the case may be, prior Sponsor Guarantee. 3.1.4 Each of the Parties shall have executed this Amendment and delivered its executed counterpart to this Amendment to each other Party. 3.1.5 The representations and warranties set forth in Article 4(Representations and Warranties) hereto are true and correct. 3.1.6 After giving effect to the Amendment Effective Date specifying its objection theretoamendments set forth in Article 2 (Amendments to Agreement) hereto, no Potential Event of Default or Event of Default shall have occurred and be continuing.

Amendment Effective Date. The Amendment shall become effective upon the date upon which each of the following events shall have been satisfied (in the case of each document to be received, each dated the Amendment Effective Date unless otherwise indicated): (a) The effectiveness receipt by the Administrative Agent of this Amendment, the amendments set forth in Sections 3 and 4, the making counterparts hereof signed by each of the 2025 Refinancing Term Loans and effectiveness of parties hereto (or, in the 2025 Refinancing Revolving Credit Commitment and the making case of any 2025 Refinancing Revolving Credit Loans thereunderparty as to which an executed counterpart shall not have been received, in each case, are subject to the satisfaction (or waiver receipt by the 2021 Refinancing Term Lenders and Administrative 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) receipt by the 2021 Refinancing Revolving Credit Lenders) Administrative Agent of a duly executed original Note for the following conditions (account of each Lender becoming a Lender on the first date on which all such conditions precedent are satisfied (or waived), the “Amendment Effective Date”):, complying with the provisions of Section 2.03; (ic) receipt by the Administrative Agent shall have received counterparty signature pages of this Amendment from each duly executed counterparts of the Borrower, each Guarantor, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit Lender; (ii) the Administrative Agent shall have received (A) copies an amendment of each Organizational Document of each Loan Party, as applicable, andCollateral Document, to the extent applicableany such amendment is necessary or advisable, certified as of the Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority; (B) signature and incumbency certificates of the officers of such Persons executing the Loan Documents on behalf of each Loan Party; (C) copies of resolutions of the Board of Directors of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents executed in connection with the Amendment, certified as of the Amendment Effective Date by any of its directors, secretary or an assistant secretary as being in full force and effect without modification or amendment and (D) other than with respect evidence satisfactory to the U.K. Borrower and, with respect Administrative Agent that adequate arrangements for execution and delivery of any such amendments have been made (and all Lenders hereby consent to any other Loan Party, to the extent applicable and available in all such Loan Party’s jurisdiction of organization, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, dated as of the Amendment Effective Date or a recent date prior theretoamendments); (iiid) receipt by the Administrative Agent shall have received a customary of an opinion of (A) ▇▇▇▇▇ ▇▇▇▇▇ Mulliss & ▇▇▇▇▇, ArpsL.L.P., Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special United States counsel for the Company Obligors, substantially in the form of Exhibit D hereto and (B) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (UK) LLP, special English legal advisers for covering such additional matters relating to the Company transactions contemplated hereby as to capacity of the Designated Borrower and UK Borrower to enter this Amendment, dated as of the Amendment Effective Date.Required Lenders may reasonably request; (ive) receipt by the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company certifying (a) that the conditions specified in Sections 5(b) and (c) have been satisfied and (b) that there has been no event or circumstance since September 28, 2024 that has had a Material Adverse Effect; (v) Concurrently with the making of the 2025 Refinancing Term Loans, (a) the entire aggregate principal amount of the Existing Term Loans and (b) all accrued interest, fees and other amounts accrued immediately prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vi) Concurrently with the availability of the 2025 Revolving Credit Facility, (i) the Revolving Credit Commitments in effect immediately prior to this Amendment becoming effective shall have been terminated and the entire aggregate principal amount of the all Existing Revolving Credit Loans outstanding (if any) immediately prior to this Amendment becoming effective shall have been paid in full and (ii) all accrued interest, fees and other amounts accrued prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vii) Any fees required to be paid pursuant to the Fee Letter on or before the Amendment Effective Date shall have been paid (or caused to have been paid) by the Company to the Administrative Agent on the Amendment Effective Date; (viii) The Company shall have delivered a Committed Loan Notice with respect to the 2025 Refinancing Term Loans and a notice of prepayment with respect to the Existing Term Loans, in each case, in accordance with the Credit Agreement; (ix) The Company shall have paid all fees, charges and disbursements an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇, special New York counsel for which invoices the Administrative Agent, substantially in the form of Exhibit E-1 hereto and (ii) an opinion or memorandum of special counsel for the Agents in each of the United Kingdom, Hong Kong, Finland, Germany, the U.S. Virgin Islands, France, Canada and Mexico, in the forms attached as Exhibit E-2, and each covering such additional matters relating to the transactions contemplated hereby as the Agents may reasonably request, or evidence satisfactory to the Administrative Agent that adequate arrangements for the delivery of any such opinion or memorandum under clause (ii) have been presented at least three made; (3f) Business Days receipt by the Administrative 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 Amendment Effective Date (it is hereby expressly acknowledged and agreed that any fees including Section 2.06 thereof, but excluding Section 2.12 thereof) have been paid pursuant to this clause in full; (ixg) shall be paid receipt by the Company to the Administrative Agent on the Amendment Effective Date); (x) The Loan Parties shall have provided the documentation and other information regarding the Loan Parties to the Administrative Agent and Lenders that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent the Company shall have received written reasonable requests therefor (and in the case of any Lender request, through the Administrative Agent) at least three (3) Business Days prior to the Amendment Effective Date; and (xi) The conditions specified in Section 2.19 of the Credit Agreement with respect consent to the Refinancing shall have been satisfied (it being understood and agreed that, as of the date hereof, such conditions shall be deemed to be satisfied). (b) Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in Section 6(a) hereof, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, of each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to Person that was a Lender unless the Administrative Agent shall have received notice from such 2025 Refinancing Term Lender or such 2025 Refinancing Revolving Credit Lender, as the case may be, immediately prior to the Amendment Effective Date specifying but is not a Lender on or after the Amendment Effective Date (which consent may be evidenced by such Person being a signatory hereto); (h) receipt by the Administrative Agent of a certificate signed by the chief financial officer or treasurer of the Borrower certifying that, immediately before and after giving effect to the transaction contemplated hereby on the Amendment Effective Date, (i) no Default shall have occurred and be continuing and (ii) the representations and warranties of the Obligors contained in this Agreement shall be true; (i) receipt by the Administrative Agent, for its objection theretoown account and for the accounts of the Lenders, of all fees payable on or before the Amendment Effective Date; (j) receipt by the Administrative Agent of all documents the Administrative Agent may reasonably request relating to the existence of the Obligors, the corporate authority for and the validity of the Loan Documents and the Deltec Acquisition, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Amendment Effective Date. (a) The effectiveness of this Amendment, This Amendment shall become effective on the amendments set forth in Sections 3 and 4, the making of the 2025 Refinancing Term Loans and effectiveness of the 2025 Refinancing Revolving Credit Commitment and the making of any 2025 Refinancing Revolving Credit Loans thereunder, in each case, are subject to the satisfaction (or waiver by the 2021 Refinancing Term Lenders and the 2021 Refinancing Revolving Credit Lenders) of date on which the following conditions precedent have been satisfied (the first date on which all such conditions precedent are satisfied (or waived), the “"Second Amendment Effective Date”"): (1) The Collateral Agent shall have received on or before the Second Amendment Effective Date all of the following, all of which shall be in form and substance satisfactory to the Collateral Agent, in sufficient originally executed copies for each of the Purchasers: (i) the Administrative Agent shall have received counterparty signature pages of this Amendment from each of executed by the Borrower, each Guarantor, each 2025 Refinancing Term Lender Credit Parties and each 2025 Refinancing Revolving Credit LenderPurchasers constituting the Required Holders; (ii) an Acknowledgment, substantially in the Administrative form of Exhibit A attached hereto and executed by each Guarantor; (iii) an amendment to the Pledge Agreement providing for a pledge by Greka in favor of the Collateral Agent shall have received of all the outstanding stock of Greka AM, Inc. together with all stock certificates and executed blank stock power with respect thereto; (Aiv) copies the Greka AM Guaranty. (v) an Intercreditor Agreement duly executed by the Collateral Agent and the collateral agent under the Greka AM Note Purchase Agreement, in the form of Exhibit B attached hereto. (vi) the Greka AM Mortgages. (vii) certified board resolutions of Greka AM, Inc. authorizing the transactions, and execution and delivery of all documents, contemplated hereby and a Good Standing Certificate, certified charters and officer's/secretary's certificates of Greka AM, Inc., each Organizational Document substantially in the form provided pursuant to the Securities Purchase Agreement; (viii) a legal opinion of each Loan PartyGreka's in-house counsel with respect to Greka AM, Inc., addressing matters substantially similar to those included in her legal opinion provided pursuant to the Securities Purchase Agreement. (ix) an updated President's Certificate with respect to all Credit Parties, substantially in the form provided pursuant to the Securities Purchase Agreement. (x) UCC-1 financing statements reflecting Greka AM, Inc. as the debtor in favor of the Collateral Agent for the benefit of the Purchasers; (xi) such additional documentation as the Collateral Agent or the Required Holders may reasonably require. (2) Each of the representations and warranties made by the Credit Parties in or pursuant to the Securities Purchase Agreement, as applicableamended by this Amendment, and, to including the extent applicable, certified as of the Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority; (B) signature and incumbency certificates of the officers of such Persons executing the Loan Documents on behalf of each Loan Party; (C) copies of resolutions of the Board of Directors of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment amended Schedules attached hereto and the other Loan Documents executed to which any Credit Party is a party or by which any Credit Party is bound, shall be true and correct in all material respects, and deemed made by each Credit Party, on and as of the Second Amendment Effective Date (other than representations and warranties in any such Loan Document which expressly speak as of a different date, which shall be true and correct in all material respects as of such date). (3) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Amendment, certified as of the transactions contemplated by this Amendment Effective Date by any of its directors, secretary or an assistant secretary as being shall be satisfactory in full force all respects in form and effect without modification or amendment and (D) other than with respect substance to the U.K. Borrower and, with respect to any other Loan Party, to the extent applicable and available in such Loan Party’s jurisdiction of organization, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, dated as of the Amendment Effective Date or a recent date prior thereto;Collateral Agent. (iii4) the Administrative Agent No Event of Default or Default shall have received a customary opinion of (A) ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special United States counsel for occurred and be continuing on the Company and (B) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (UK) LLP, special English legal advisers for the Company as to capacity of the Designated Borrower and UK Borrower to enter this Amendment, dated as of the Second Amendment Effective Date. (iv) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company certifying (a) that the conditions specified in Sections 5(b) and (c) have been satisfied and (b) that there has been no event or circumstance since September 28, 2024 that has had a Material Adverse Effect; (v) Concurrently with the making of the 2025 Refinancing Term Loans, (a) the entire aggregate principal amount of the Existing Term Loans and (b) all accrued interest, fees and other amounts accrued immediately prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vi) Concurrently with the availability of the 2025 Revolving Credit Facility, (i) the Revolving Credit Commitments in effect immediately prior to this Amendment becoming effective shall have been terminated and the entire aggregate principal amount of the all Existing Revolving Credit Loans outstanding (if any) immediately prior to this Amendment becoming effective shall have been paid in full and (ii) all accrued interest, fees and other amounts accrued prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vii) Any fees required to be paid pursuant to the Fee Letter on or before the Amendment Effective Date shall have been paid (or caused to have been paid) by the Company to the Administrative Agent on the Amendment Effective Date; (viii) The Company shall have delivered a Committed Loan Notice with respect to the 2025 Refinancing Term Loans and a notice of prepayment with respect to the Existing Term Loans, in each case, in accordance with the Credit Agreement; (ix) The Company shall have paid all fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP for which invoices have been presented at least three (3) Business Days prior to the Amendment Effective Date (it is hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (ix) shall be paid by the Company to the Administrative Agent on the Amendment Effective Date); (x) The Loan Parties shall have provided the documentation and other information regarding the Loan Parties to the Administrative Agent and Lenders that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent the Company shall have received written reasonable requests therefor (and in the case of any Lender request, through the Administrative Agent) at least three (3) Business Days prior to the Amendment Effective Date; and (xi) The conditions specified in Section 2.19 of the Credit Agreement with respect to the Refinancing shall have been satisfied (it being understood and agreed that, as of the date hereof, such conditions shall be deemed to be satisfied). (b) Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in Section 6(a) hereof, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit 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 2025 Refinancing Term Lender or such 2025 Refinancing Revolving Credit Lender, as the case may be, prior to the Amendment Effective Date specifying its objection thereto.

Amendment Effective Date. (a) The effectiveness of this Amendment, Section 3.1 This Amendment shall become effective only upon the amendments set forth in Sections 3 and 4, the making of the 2025 Refinancing Term Loans and effectiveness of the 2025 Refinancing Revolving Credit Commitment and the making of any 2025 Refinancing Revolving Credit Loans thereunder, in date on which each case, are subject to the satisfaction (or waiver by the 2021 Refinancing Term Lenders and the 2021 Refinancing Revolving Credit Lenders) of the following conditions precedent have been satisfied or waived by the Department (the first date on which all such conditions precedent are satisfied (or waived), the “Amendment No. 2 Effective Date”):), each of which shall be in form and substance and otherwise satisfactory to The Department: (i) the Administrative Agent 3.1.1 The Department shall have received counterparty signature pages of this Amendment from the Recipient each of the Borrower, each Guarantor, each 2025 Refinancing Term Lender following items in previously agreed upon form: (a) a Sources and each 2025 Refinancing Revolving Credit LenderUses Plan for the Projects; (iib) the Administrative Agent shall have received (A) copies of each Organizational Document of each Loan Party, as applicable, and, to the extent applicable, certified as of the Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority; (B) signature and incumbency certificates of the officers of such Persons executing the Loan Documents on behalf of each Loan Party; (C) copies of resolutions of the Board of Directors of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents executed in connection with the Amendment, certified as of the Amendment Effective Date by any of its directors, secretary or an assistant secretary as being in full force and effect without modification or amendment and (D) other than with respect to the U.K. Borrower and, with respect to any other Loan Party, to the extent applicable and available in such Loan Party’s jurisdiction of organization, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, legal opinions dated as of the Amendment Effective Date or a recent date prior thereto; (iii) and addressed to the Administrative Agent shall have received a customary opinion of (A) Department from ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, special United States as New York and Delaware counsel for to the Company and (B) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (UK) LLP, special English legal advisers for the Company as to capacity of the Designated Borrower and UK Borrower to enter this Amendment, dated as of the Amendment Effective Date.Recipient Parties; (iv) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company certifying (a) that the conditions specified in Sections 5(b) and (c) have been satisfied and (b) that there has been no event or circumstance since September 28, 2024 that has had a Material Adverse EffectBase Case Financial Model for the Projects; (vd) Concurrently evidence that all Periodic Expenses due and payable to the Department and the Department’s Consultants in connection with the making of the 2025 Refinancing Term Loans, (a) the entire aggregate principal amount of the Existing Term Loans and (b) all accrued interest, fees and other amounts accrued immediately prior to this Amendment becoming effective in connection therewith shall have been paid or reimbursed in full; (vi) Concurrently with full or, in the availability case of the 2025 Revolving Credit FacilityDepartment’s Consultants, (i) the Revolving Credit Commitments in effect immediately prior to this Amendment becoming effective shall arrangements for payment have been terminated and the entire aggregate principal amount of the all Existing Revolving Credit Loans outstanding (if any) immediately prior to this Amendment becoming effective shall have been paid in full and (ii) all accrued interest, fees and other amounts accrued prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vii) Any fees required to be paid pursuant to the Fee Letter on or before the Amendment Effective Date shall have been paid (or caused to have been paid) by the Company to the Administrative Agent on the Amendment Effective Date; (viii) The Company shall have delivered a Committed Loan Notice with respect to the 2025 Refinancing Term Loans and a notice of prepayment with respect to the Existing Term Loansmade, in each case, in accordance with the Credit Agreementany applicable fee letters; (ixe) The Company shall have paid all fees, charges and disbursements an Officer’s Certificate of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP for which invoices have been presented at least three the Recipient substantially in the form of Exhibit A (3) Business Days prior to the Form of Recipient Amendment No. 2 Effective Date (it is hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (ixCertificate) shall be paid by the Company to the Administrative Agent on the Amendment Effective Date); (x) The Loan Parties shall have provided the documentation and other information regarding the Loan Parties to the Administrative Agent and Lenders that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent the Company shall have received written reasonable requests therefor (and in the case of any Lender request, through the Administrative Agent) at least three (3) Business Days prior to the Amendment Effective Dateattached hereto; and (xif) The conditions specified in Section 2.19 copies of the Credit Agreement with respect Recipient’s duly adopted resolutions to authorize the Refinancing execution, delivery and performance by the Recipient of this Amendment and all transactions contemplated hereunder. 3.1.2 Each of the Department and MICRON IDAHO SEMICONDUCTOR MANUFACTURING (TRITON) LLC (the “ID Recipient”) shall have been satisfied executed an amendment to that certain Direct Funding Agreement, dated December 9, 2024, entered into by and between the ID Recipient and the Department to amend, among other things, Schedule B (it being understood and agreed that, as of the date hereof, such conditions shall be deemed to be satisfied)Project Milestone Schedule) thereto. (b) Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in Section 6(a) hereof, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit 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 3.1.3 The Department shall have received notice from such 2025 Refinancing Term Lender or such 2025 Refinancing Revolving Credit Lender, as a fully executed amendment and restatement of the case may be, prior Sponsor Guarantee. 3.1.4 Each of the Parties shall have executed this Amendment and delivered its executed counterpart to this Amendment to each other Party. 3.1.5 The representations and warranties set forth in Article 4 (Representations and Warranties) hereto are true and correct. 3.1.6 After giving effect to the Amendment Effective Date specifying its objection theretoamendments set forth in Article 2 (Amendments to Agreement) hereto, no Potential Event of Default or Event of Default shall have occurred and be continuing.

Amendment Effective Date. (a) The effectiveness This Amendment shall become effective as of this Amendment, the amendments set forth in Sections 3 and 4, the making of the 2025 Refinancing Term Loans and effectiveness of the 2025 Refinancing Revolving Credit Commitment and the making of any 2025 Refinancing Revolving Credit Loans thereunder, in each case, are subject to the satisfaction (or waiver by the 2021 Refinancing Term Lenders and the 2021 Refinancing Revolving Credit Lenders) of the following conditions (the first date on which all such conditions precedent are satisfied (or waived), the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived in accordance with Section 10.01 of the Credit Agreement): (i) the Administrative Agent shall have received counterparty signature pages of this Amendment from each of the Borrower, each Guarantor, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit Lender; (iia) the Administrative Agent shall have received (Ai) copies of each Organizational Document of each Loan Party, as applicable, and, to the extent applicable, certified as of the Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority; (B) counterpart signature and incumbency certificates of the officers of such Persons executing the Loan Documents on behalf of each Loan Party; (C) copies of resolutions of the Board of Directors of each Loan Party approving and authorizing the execution, delivery and performance page of this Amendment and duly executed by the other Loan Documents executed in connection with Company, the AmendmentAdministrative Agent, certified as of the Amendment Effective Date by any of its directorseach Incremental Lender and, secretary or an assistant secretary as being in full force and effect without modification or amendment and (D) other than solely with respect to the U.K. Borrower and, with respect to any other Loan Party, to the extent applicable and available in such Loan Party’s jurisdiction of organization, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, dated as of the Amendment Effective Date or a recent date prior thereto; (iii) the Administrative Agent shall have received a customary opinion of (A) ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLPReplacement, special United States counsel for each Consenting Lender and (ii) a Note executed by the Company and (B) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (UK) LLP, special English legal advisers for the Company as to capacity in favor of the Designated Borrower and UK Borrower to enter this Amendment, dated as each Incremental Lender requesting a Note at least three Business Days in advance of the Amendment Effective Date.; (ivb) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company certifying (ai) that the conditions specified articles of formation or other comparable organizational documents of 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 not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (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 Sections 5(bfull force and effect on the Amendment Effective Date without amendment, modification or rescission, and (iii) as to the incumbency and genuineness of the signature of the officers or other authorized signatories of the Company executing this Amendment; (c) the Administrative Agent shall have been satisfied 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 (b) that there has been no event or circumstance since September 28, 2024 that has had a Material Adverse Effectavailable in the jurisdiction of organization of the Company); (v) Concurrently with the making of the 2025 Refinancing Term Loans, (ad) the entire aggregate principal amount of the Existing Term Loans and (b) all accrued interest, fees and other amounts accrued immediately prior to this Amendment becoming effective in connection therewith Administrative Agent shall have been paid in full; (vi) Concurrently with the availability of the 2025 Revolving Credit Facility, received (i) all documentation and other information from the Revolving Credit Commitments 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 effect immediately 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 this the Amendment becoming effective shall have been terminated and the entire aggregate principal amount of the all Existing Revolving Credit Loans outstanding (if any) immediately prior to this Amendment becoming effective shall have been paid in full Effective Date and (ii) all accrued interest, fees and other amounts accrued at least three (3) days prior to this the Amendment becoming effective Effective Date, to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in connection therewith shall have been paid in fullrelation to the Company; (viie) Any fees required the representations and warranties set forth in Section 4 of this Amendment shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be paid pursuant true and correct in all respects as so qualified) on and as of the Amendment Effective Date, except to the Fee Letter on or before extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and (ii) 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 shall have been paid and signed by a Responsible Officer of the Company, certifying as to such representations and warranties; (or caused to have been paidf) by the Company to the Administrative Agent on the Amendment Effective Date; (viii) The Company shall have delivered received a Committed Loan Notice with respect to the 2025 Refinancing Term Loans and a notice favorable legal opinion of prepayment with respect to the Existing Term Loans, in each case, in accordance with the Credit Agreement; (ix) The Company shall have paid all fees, charges and disbursements of ▇▇▇▇▇ ▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP for which invoices have been presented at least three (3) Business Days prior LLP, and ▇▇▇▇ ▇▇▇▇▇, Esq., external and in-house counsel, respectively, to the Amendment Effective Date (it is hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (ix) shall be paid by the Company to the Administrative Agent on the Amendment Effective Date); (x) The Loan Parties shall have provided the documentation and other information regarding the Loan Parties Company, addressed to the Administrative Agent and Lenders that are required by regulatory authorities each Incremental Lender party hereto, as to matters concerning the Company and this Amendment (including enforceability of this Amendment under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent New York law); and (g) the Company shall have received written reasonable requests therefor paid (and in the case of any Lender request, through i) to the Administrative AgentAgent (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 certain Letter Agreement, dated as of October 23, 2023, among the Company and the Administrative Agent (or its applicable Affiliate) and (ii) subject to Section 10.04(a) of the Credit Agreement and to the extent invoiced at least three (3) one Business Days Day prior to the Amendment Effective Date; and (xi) The conditions specified in Section 2.19 , the reasonable out-of-pocket expenses of the Credit Agreement with respect to the Refinancing shall have been satisfied (it being understood and agreed that, as of the date hereof, such conditions shall be deemed to be satisfied). (b) Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in Section 6(a) hereof, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit 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 2025 Refinancing Term Lender or such 2025 Refinancing Revolving Credit Lenderin connection with this Amendment, as including the case may be, prior to reasonable and documented out-of-pocket fees and expenses of one counsel for the Amendment Effective Date specifying its objection theretoAdministrative Agent.

Amendment Effective Date. (a) The effectiveness of this Amendment, the amendments set forth in Sections 3 and 4, the making This Amendment shall become effective as of the 2025 Refinancing Term Loans and effectiveness of date hereof on the 2025 Refinancing Revolving Credit Commitment and the making of any 2025 Refinancing Revolving Credit Loans thereunder, in each case, are subject to the satisfaction (or waiver by the 2021 Refinancing Term Lenders and the 2021 Refinancing Revolving Credit Lenders) of date on which the following conditions precedent have been satisfied (the first date on which all such conditions precedent are satisfied (or waived), the “"Amendment Effective Date”"): (1) The Collateral 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 Collateral Agent, in sufficient originally executed copies for each of the Purchasers: (i) the Administrative Agent shall have received counterparty signature pages of this Amendment from each of executed by the Borrower, each Guarantor, each 2025 Refinancing Term Lender Credit Parties and each 2025 Refinancing Revolving Credit LenderPurchasers constituting the Required Holders; (ii) the Administrative Agent shall have received (A) copies of each Organizational Document of each Loan Party, as applicable, and, to the extent applicable, certified as of the Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority; (B) signature and incumbency certificates of the officers of such Persons executing the Loan Documents on behalf of each Loan Party; (C) copies of resolutions of the Board of Directors of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment Additional Senior Subordinated Notes and the other Loan Documents Additional Warrants executed in connection with the Amendment, certified as of the Amendment Effective Date by any of its directors, secretary or an assistant secretary as being in full force and effect without modification or amendment and (D) other than with respect to the U.K. Borrower and, with respect to any other Loan Party, to the extent applicable and available in such Loan Party’s jurisdiction of organization, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, dated as of the Amendment Effective Date or a recent date prior theretoGreka; (iii) an Acknowledgment, substantially in the Administrative Agent shall have received form of Exhibit A attached hereto and executed by each Guarantor; (iv) an amendment to the Pledge Agreement providing for a customary opinion of (A) ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special United States counsel for the Company and (B) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (UK) LLP, special English legal advisers for the Company as to capacity pledge by Greka in favor of the Designated Borrower Collateral Agent of all the outstanding stock of Windsor, together with all stock certificates and UK Borrower executed blank stock powers with respect thereto; (v) all approvals, licenses, consents and authorizations required in connection with this Amendment and the Windsor Acquisition; (vi) amendments to enter this Amendment, each of the existing Mortgages and a fully signed "date-down" endorsement (dated as of the Amendment Effective Date. (iv) ), issued by the Administrative Agent shall have received a certificate signed by a Responsible Officer Lawyers Title Insurance Corporation with respect to Policy Number 3020306A showing no new Liens encumbering the insured property since the issuance of the Company certifying (a) that the conditions specified in Sections 5(b) and (c) have been satisfied and (b) that there has been no event or circumstance since September 28, 2024 that has had a Material Adverse Effect; (v) Concurrently with the making of the 2025 Refinancing Term Loans, (a) the entire aggregate principal amount of the Existing Term Loans and (b) all accrued interest, fees and other amounts accrued immediately prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vi) Concurrently with the availability of the 2025 Revolving Credit Facility, (i) the Revolving Credit Commitments in effect immediately prior to this Amendment becoming effective shall have been terminated and the entire aggregate principal amount of the all Existing Revolving Credit Loans outstanding (if any) immediately prior to this Amendment becoming effective shall have been paid in full and (ii) all accrued interest, fees and other amounts accrued prior to this Amendment becoming effective in connection therewith shall have been paid in fullsuch policy; (vii) Any fees required the Rincon/Windsor Guaranty, the Rincon Pled▇▇ ▇▇▇ the Rincon Mortgage ea▇▇ respectively execut▇▇ ▇▇ Windsor, Greka CA and Rincon in favor of the Collateral Agent; (viii) certified complete, accurate and up to be paid date copies of the Windsor Acquisition Documents, the Compass Loan Documents and the Windsor Note; (ix) (a) with respect to Greka, Windsor, Greka CA and Rincon: certified board resolutions auth▇▇▇▇▇▇g the transactions, and execution and delivery of all documents, contemplated hereby and by the Windsor Acquistion Documents, and (y) with respect to Windsor, Greka CA and Rincon: Good Standing Certificates certi▇▇▇▇ ▇harters and officer's/secretary's certificates (including, where relevant, certificates of no change), each substantially in the form provided pursuant to the Fee Letter on or before the Amendment Effective Date shall have been paid Securities Purchase Agreement; (or caused x) an updated legal opinion of Greka's in-house counsel with respect to have been paid) by the Company Greka, Windsor, Greka CA and Rincon, addressing matters substantially ▇▇▇▇▇ar to those included in her legal opinion provided pursuant to the Administrative Securities Purchase Agreement. (xi) an updated President's Certificate with respect to all Credit Parties, substantially in the form provided pursuant to the Securities Purchase Agreement. (xii) UCC-1 financing statements (including fixture filings with respect to the Rincon Mortgage) reflecting Windsor, Gre▇▇ ▇▇ and Rincon, respectively, as the debtor in f▇▇▇▇ ▇f Collateral Agent for the benefit of the Additional Senior Subordinated Purchasers; (xiii) a sources and uses statement, showing the sources and application of all funds on the Amendment Effective Date; (viiixiv) The Company evidence that Windsor and Rincon shall have delivered a Committed no Indebtedness or Lie▇▇ outstanding other than (w) the Windsor Notes, which shall be non-recourse to Rincon, (x) the Compass Debt and Liens u▇▇▇▇ ▇he Compass Loan Notice Documents, assigned to Greka, (y) Liens which are Permitted Liens and (z) Indebtedness and Liens arising under the Loan Documents; (xv) UCC Termination Statements and other evidence that, immediately upon the advance of the proceeds of the Additional Senior Subordinated Notes, the Vintage Note and all other Indebtedness to be refinanced with such proceeds shall be paid in full and all Liens with respect to thereto shall be released. (xvi) evidence that the 2025 Refinancing Term Loans and a notice Windsor Acquisition has completed, or will complete simultaneously with the purchase of prepayment with respect to the Existing Term Loans, in each caseAdditional Senior Subordinated Notes, in accordance with the Credit Agreement;Windsor Acquisition Documents (without any material amendment or waiver thereto); and (ixxvii) The Company the written consent of International Publishing Holdings ("IPH") with respect to Greka AM, Inc. and the matters set forth in Section 6.1(q), as amended hereby, substantially in the form approved by the Collateral Agent. (xviii) such additional documentation as the Collateral Agent or the Required Holders may reasonably require. (2) Each of the representations and warranties made by the Credit Parties in or pursuant to the Securities Purchase Agreement, as amended by this Amendment, and the other Loan Documents to which any Credit Party is a party or by which any Credit Party is bound, shall have paid be true and correct in all feesmaterial respects, charges and disbursements deemed made by each Credit Party, on and as of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP for which invoices have been presented at least three (3) Business Days prior to the Amendment Effective Date (it is hereby other than representations and warranties in any such Loan Document which expressly acknowledged and agreed that any fees paid pursuant to this clause (ix) speak as of a different date, which shall be paid true and correct in all material respects as of such date). (3) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by the Company this Amendment shall be satisfactory in all respects in form and substance to the Administrative Agent Collateral Agent. (4) No Event of Default or Default shall have occurred and be continuing on the Amendment Effective Date); (x) The Loan Parties shall have provided the documentation and other information regarding the Loan Parties to the Administrative Agent and Lenders that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent the Company shall have received written reasonable requests therefor (and in the case of any Lender request, through the Administrative Agent) at least three (3) Business Days prior to the Amendment Effective Date; and (xi) The conditions specified in Section 2.19 of the Credit Agreement with respect to the Refinancing shall have been satisfied (it being understood and agreed that, as of the date hereof, such conditions shall be deemed to be satisfied). (b) Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in Section 6(a) hereof, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit 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 2025 Refinancing Term Lender or such 2025 Refinancing Revolving Credit Lender, as the case may be, prior to the Amendment Effective Date specifying its objection thereto.