Common use of PRELIMINARY STATEMENTS Clause in Contracts

PRELIMINARY STATEMENTS. Pursuant to the Third Amended and Restated Credit Agreement, dated as of February 6, 2018 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. 1. Pursuant to Article II of the Third Amended and Restated Credit Standstill Agreement, until November 1, 2002, BNP is subject to certain Acquisition Restrictions which restrict its ability to, among other things, acquire or propose to acquire additional Voting Securities of the Company or make or effect a Company Transaction Proposal. 2. The Executive Committee heretofore created a special committee of Independent Directors (the "Special Committee") and on May 3, 2001 granted it full authority to, among other things, respond to exploratory discussions with respect to the possibility of BNP making a Business Combination Proposal and, if so, the possible terms thereof. 3. By letter dated as May 4, 2001 to the Special Committee, BNP submitted a Business Combination Proposal in accordance with a waiver granted pursuant to Section 6.5 of February the Standstill Agreement. 4. On May 6, 2018 2001 the Special Committee met (as amended the "Special Committee Meeting") and unanimously determined that the Business Combination Proposal set forth in BNP's May 4 letter and the proposed form of Agreement and Plan of Merger included therewith (the "Merger Agreement") submitted by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior BNP to the Closing Date, Special Committee on that date is fair to and in the “Existing Credit Agreement”), among the Company, Bank best interests of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth thereinholders of the Company Common Stock. The Special Committee accordingly recommended unanimously that the Board of Directors approve the Merger Agreement. 5. At the Special Committee Meeting, including making loans (the “Existing Loans”) Special Committee unanimously determined to recommend to the Board of Directors the waiver of Article II of the Standstill Agreement 2 2 solely to the extent necessary to allow BNP to enter into the Merger Agreement with the Company and its Subsidiariesto take all actions contemplated thereby and necessary to consummate the transactions contemplated therein. 6. On May 7, 2001 the full Board of Directors met and determined, by a unanimous vote of the L/C Issuer agreed Independent Directors (constituting a majority of the entire Board of Directors), that the Business Combination Proposal contained in the Merger Agreement is fair to issue Letters and in the best interests of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on holders of the Company Common Stock and its Subsidiaries pursuant accordingly determined to approve the terms of this Merger Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:.

PRELIMINARY STATEMENTS. Pursuant to The Existing Borrower, the Third Amended guarantors party thereto, the Existing Lenders party thereto, and Restated the Administrative Agent previously entered into that certain Credit Agreement, dated as of February 6, 2018 (as amended by a First Amendment to Third Amended and Restated Credit Guarantee Agreement dated as of November 7December 8, 20182016, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement No. 1 dated December 11, 2017 (as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented restated, supplemented, or otherwise modified from time to time prior to the Closing Datedate hereof, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto (the “Existing Lenders”). The New Borrower, the Existing Lenders agreed Borrower, the Guarantors referred to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth thereinherein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) and Administrative Agent wish to amend and restate the Existing Credit Agreement as provided in its entirety this Credit Agreement to read give effect to the transactions set forth in the Amendment No. 2 (as defined below) which, among other things, provide that (i) the Term A Lenders shall extend the Term A Loans to the Borrower on the Restatement Date in an aggregate principal amount of $750,000,000, having the terms set forth in this Credit Agreement, and it has been agreed by (ii) the parties Term B Lenders shall extend the Term B Loans to the Existing Borrower on the Restatement Date in an aggregate principal amount of $1,250,000,000, having the terms set forth in this Credit Agreement that Agreement, (aiii) the commitments which Revolving Lenders shall provide the Existing Lenders have agreed to extend to Revolving Facility on the Borrowers under Restatement Date in an aggregate principal amount of $1,500,000,000, having the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained set forth in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement, (iv) all term loans and revolving commitments outstanding under the Existing Credit Agreement shall be governed by refinanced, repaid or terminated, as applicable, on the Restatement Date pursuant to Section 2.13 and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms Section 2.15 of the Existing Credit Agreement). Furthermore, and in connection with (v) the foregoingExisting Borrower shall, automatically on the Company has requested that Borrower Assignment Effectiveness Date (as defined below), assign all of its rights and all Obligations as Borrower under the Lenders provide Existing Credit Agreement and all Fundamental Documents to the New Borrower and become a term loan facility, and the Guarantor. The Lenders have indicated their willingness to lend under such a term loan facility, on the terms and give effect to the transactions set forth in Amendment No. 2 and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:.

PRELIMINARY STATEMENTS. Pursuant On the Initial Closing Date, pursuant to the Third Amended and Restated Credit Equity Purchase Agreement, dated as of February 6, 2018 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7March 23, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6among Initial Borrower, 2019ML Target, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, Apichat Treerojporn, ▇▇▇ International Designated Activity Company▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇, as Global Swing Line Lender together, the sellers, the sellers’ representative and the other lenders parties thereto (together with the exhibits and schedules thereto, as amended, restated, supplemented or otherwise modified from time to time party thereto (time, the “Existing LendersML Acquisition Agreement”), Initial Borrower will purchase all of the Existing Lenders agreed to make extensions of credit shares owned by each seller (such purchase and the related transactions contemplated under the ML Acquisition Agreement, the “ML Acquisition”). After giving effect to the Company ML Acquisition and the other ML Transactions (as defined below), Initial Borrower will own ML Target directly or through one or more of its Subsidiaries on subsidiaries. Subject to the terms and conditions set forth thereincontained herein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company Initial Borrower has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments Term Lenders make term loans to Initial Borrower on the Initial Closing Date in an aggregate principal amount equal to $245,000,000, the proceeds of which will be used by Initial Borrower, together with the Existing Lenders have agreed to extend to the Borrowers proceeds funded under the Existing Second Lien Credit Agreement shall be extended or advanced upon (as defined below) on the amended Initial Closing Date and restated terms proceeds of the Initial Closing Date Equity Contribution (i) to consummate the ML Acquisition, (ii) pay transaction fees and conditions contained in this Agreement; expenses related thereto and (iii) for general corporate purposes, and (b) the Existing LoansRevolving Credit Lenders make revolving loans to the Borrowers and, all in the case of the L/C Issuers, issue Letters of Credit for the account of the Borrowers, pursuant to a revolving credit facility (including the Existing with a subfacility for Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed an aggregate amount equal to $35,000,000 to be outstanding under used on and after the amended Initial Closing Date for working capital, capital expenditures and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms for other general corporate purposes of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties theretoBorrowers and their respective Restricted Subsidiaries, other than for accrued including to finance acquisitions and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:Investments permitted hereby.

PRELIMINARY STATEMENTS. Pursuant The Borrower has requested that the Lenders extend credit to the Third Amended Borrower in the form of (i) Term A Loans (as this and Restated other capitalized terms used in these preliminary statements are defined in Section 1.01 below) on the First Amendment Effective Date in an initial aggregate principal amount of $250,000,000 and (ii) Initial Revolving Credit Commitments in an initial aggregate principal amount of $150,000,000. The Initial Revolving Credit Commitments permit the issuance of one or more Letters of Credit from time to time and the making of one or more Swing Line Loans from time to time. Substantially concurrently with the occurrence of the Closing Date, all outstanding indebtedness for borrowed money of the Borrower and its subsidiaries under that certain First Lien Credit Agreement, dated as of February 6August 1, 2018 (as amended by a First Amendment to Third Amended 2014, among, inter alios, Holdings, the Borrower, the subsidiary guarantors party thereto, the lenders party thereto and Restated Credit Agreement dated as of November 7UBS AG, 2018Stamford Branch, as further amended by that certain Second Amendment to Third Amended administrative agent, will be repaid, redeemed, discharged, refinanced, replaced or terminated and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Datein each case, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender liens and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto guarantees in support thereof shall be released or terminated (the “Existing LendersClosing Date Refinancing”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain proceeds of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations Term A Loans (as defined in this Agreement immediately prior the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this AgreementFirst Amendment), together with the intent that the terms of this Agreement shall supersede the terms proceeds of the Existing Credit Agreement (each of which shall hereafter have no further effect upon Initial Revolving Borrowing will be used by the parties thereto, other than for accrued Borrower to pay the Transaction Expenses and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to fund the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement)Refinancing. Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the The applicable Lenders have indicated their willingness to lend under such a term loan facilityand the L/C Issuer has indicated its willingness to so issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to The Borrower, the Third Amended Guarantors, Bank of America, as administrative agent and Restated Credit Agreementcollateral agent and the other lenders, swing line lenders and letter of credit issuers party thereto entered into a credit agreement dated as of February 6January 30, 2018 2012 (as amended, restated, amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amendedrestated, supplemented or otherwise modified prior to the Closing Datedate hereof, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company Borrower has requested that the applicable Lenders extend credit to the Borrower on the Restatement Effective Date in the form of term loans in an initial aggregate principal amount of $650,000,000. The proceeds of the term loan borrowings hereunder will be used (i) to repay in full the existing term loans and any accrued interest and fees of the Borrower under the Existing Credit Agreement be amended and restated in its entirety (ii) to become effective and binding on finance the Company and its Subsidiaries acquisition through one of the Borrower’s wholly owned subsidiaries (the “Acquisition”) of certain assets of Lafarge North America Inc. (the “Seller”) pursuant to the terms Asset Purchase Agreement, dated as of this April 16, 2015 (the “Acquisition Agreement”), by and between Continental Cement Company, L.L.C., a Delaware limited liability company, and indirect wholly owned subsidiary of the Borrower, and the Lenders (including certain Seller, in each such case, simultaneously herewith. Subject to the satisfaction of the Existing Lenders) conditions set forth in Section 4.01 hereof, the parties hereto as of the Restatement Effective Date have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in the form of this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the applicable Lenders have indicated their willingness to lend under such a term loan facilityand the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to the Third Amended The Borrower has entered into that certain Separation and Restated Credit Distribution Agreement, dated as of February 6September 22, 2018 2016 (the “Transaction Agreement”), between the Borrower and Honeywell International Inc., a Delaware corporation (“Honeywell”). Pursuant to the Transaction Agreement, Honeywell shall undertake a series of transactions pursuant to which the assets and liabilities of the AdvanSix Business (as amended by a First Amendment defined in the Transaction Agreement) and the equity interests of certain direct and indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021the Borrower or its Subsidiaries (the “Contribution”), and the equity interests of the Borrower shall be distributed to the shareholders of Honeywell (the “Distribution”), immediately after which, the Borrower shall constitute a separate company (collectively, the “Spin-Off”). Prior to the consummation of the Spin-Off, the Borrower will borrow certain amounts under the Facilities (as further amended, supplemented or otherwise modified prior to hereinafter defined) on the Closing Date on the terms and conditions provided herein. Following the initial funding of the Facilities on the Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time Borrower shall pay a dividend to time party thereto Honeywell (the “Existing LendersHoneywell Dividend”). As of the First Amendment Effective Date, the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth transactions described in this Agreement, and it has paragraph have been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement)consummated. Furthermore, and in connection with the foregoingAccordingly, the Company Borrower has requested that the Lenders provide a term loan facilityrequested, and the Lenders have indicated their willingness agreed, to lend under such a term loan facility, on the terms and extend credit subject to the conditions set forth hereinherein in the form of (a) Term A Loans (as hereinafter defined) in an aggregate principal amount of $270,000,000 to the Borrower as provided herein and (b) Revolving Credit Loans (as hereinafter defined) in an aggregate principal amount of up to $155,000,000 to the Borrower as provided herein and ending on the Maturity Date (as hereinafter defined) of which, at any time, not more than (i) $25,000,000 in aggregate principal, notional or stated amount may be in the form of L/C Credit Extensions (as hereinafter defined) provided by the L/C Issuers (as hereinafter defined), and (ii) $20,000,000 in aggregate principal amount may be in the form of Swing Line Loans (as hereinafter defined) provided by the Swing Line Lenders (as hereinafter defined). As of the First Amendment Effective Date, (a) the Term A Loans were paid in full and the Term A Facility terminated, and (b) the maximum aggregate principal amount of the Revolving Credit Facility has increased to $425,000,000, of which, at any time, not more than (i) $40,000,000 in aggregate principal, notional or stated amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 in aggregate principal amount may be in the form of Swing Line Loans (as hereinafter defined) provided by the Swing Line Lenders (as hereinafter defined). In consideration of the mutual covenants and agreements herein containedcontained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant The Borrower has requested that, immediately upon the satisfaction in full of the conditions precedent set forth in Article IV below, the Lenders (a) lend to the Third Amended Borrower $200,000,000 in the form of a term loan A and Restated $250,000,000 in the form of a term loan B. and (b) make available to the Borrower a $75,000,000 revolving credit facility for the making of revolving loans and the issuance of letters of credit for the account of the Borrower, from time to time, the proceeds of which term loans and revolving loans shall be used (i) to refinance and redenominate, contemporaneously with the making of the term loan advances hereunder, all indebtedness outstanding under that certain Credit Agreement, dated as of February 6November 20, 2018 (2003, made by and among Holdings, the Borrower, the Administrative Agent, each lender from time to time party thereto and certain others, as amended by a First Amendment to Third Amended and Restated such Credit Agreement dated as of November 7, 2018, as further has been amended by that certain Second pursuant to Amendment No. 1 to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 20212004, Amendment No. 2 to Credit Agreement dated as of May 18, 2005, and Amendment No. 3 to Credit Agreement dated as further of November 22, 2005 (as so amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among (ii) to pay fees and expenses incurred in connection with the Companyimplementation of the credit facilities pursuant hereto (such payment of fees and expenses, Bank together with the refinancing and redenomination of Americathe credit facilities under the Existing Credit Agreement, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto (hereinafter the “Existing LendersTransaction”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”iii) to provide ongoing working capital for the Company Borrower and its Subsidiaries, and (iv) for other general corporate purposes of the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company Borrower and its Subsidiaries on the terms and conditions set forth thereinSubsidiaries. The Company Borrower has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term A loan facility, a term B loan facility and a revolving credit facility, and the Lenders have indicated their willingness to lend under such a term loan facilityso amend and restate, and to so lend, and the L/C Issuers (as defined below) have indicated their willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant The Borrower is party to the Third Amended and Restated that certain Credit Agreement, dated as of February 6April 18, 2018 (as amended and restated by a First that certain Amendment to Third Amended and Restated Credit Agreement Restatement Agreement, dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021the 2022 Closing Date, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the CompanyBorrower, the Guarantors from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agentadministrative agent, U.S. Swing Line Lender swing line lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and issuer pursuant to which the other lenders from time thereunder have extended or committed to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of extend certain credit facilities to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth thereinBorrower. The Company Borrower has requested that that, immediately upon the Existing Credit Agreement be amended and restated satisfaction in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain full of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as conditions precedent set forth in this Section 4.01 and in Section 9 of the Restatement Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility and a revolving credit facility, the proceeds of which shall be used (i) for working capital, capital expenditures and other lawful corporate purposes, including (without limitation) investments, acquisitions, stock repurchases and dividends not prohibited by the Loan Documents (as defined herein) and (ii) to consummate the Closing Date Refinancing, and the Lenders have indicated their willingness to lend under such a term loan facilityand the L/C Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein. The proceeds from the Term Loans and any Revolving Credit Loans borrowed on the Closing Date will be used to (i) prepay in full all outstanding Existing Term Loans (including accrued and unpaid interest, fees, expenses and other amounts related thereto, other than contingent obligations not then due and payable), (ii) prepay in full all outstanding Existing Revolving Credit Loans (including accrued and unpaid interest, premiums, fees, expenses and other amounts related thereto, other than contingent obligations not then due and payable and, for the avoidance of doubt, other than with respect to any Existing Letters of Credit, which shall be continued as Letters of Credit hereunder) (clauses (i) and (ii), including the termination of the Existing Revolving Credit Commitments, collectively, the “Closing Date Refinancing”) and (iii) pay fees and expenses incurred in connection with the Closing Date Refinancing, the incurrence of the Term Loans, the establishment of the Revolving Credit Facility and the execution and delivery of the Loan Documents entered into on the Closing Date. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to the Third Amended and Restated The Borrower has entered into that certain Credit Agreement, dated as of February 6December 19, 2018 2014 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the CompanyBorrower, Bank of America, N.A., as Administrative Agentadministrative agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto named therein (the “Existing Lenders”) and the other parties thereto. Pursuant to the Action Sports Stock Purchase Agreement (as hereinafter defined), the Existing Lenders Borrower has agreed to make extensions purchase all of credit the issued and outstanding capital stock of Action Sports (as hereinafter defined) from BRG Sports, Inc., a Delaware corporation. In order to finance the Company Action Sports Acquisition (as hereinafter defined) and to finance its Subsidiaries on ongoing working capital and for general corporate purposes, the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company Borrower has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreementrequested, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) agreed, to amend and restate the Existing Credit Agreement in its entirety order to read as set forth in this Agreement, and it has been agreed by permit the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and credit subject to the conditions set forth hereinherein in the form of (a) Term A Loans (as hereinafter defined) in an aggregate principal amount of $640,000,000 to the Borrower as provided herein and (b) Revolving Credit Loans (as hereinafter defined) in an aggregate principal amount of up to $400,000,000 to the Borrower as provided herein and ending on the Maturity Date (as hereinafter defined) of which, at any time, not more than (i) $100,000,000 in aggregate principal, notional or stated amount may be in the form of L/C Credit Extensions (as hereinafter defined) provided by the L/C Issuers (as hereinafter defined), and (ii) $25,000,000 in aggregate principal amount may be in the form of Swing Line Loans (as hereinafter defined) provided by the Swing Line Lenders (as hereinafter defined). In consideration of the mutual covenants and agreements herein containedcontained and subject to the satisfaction of the conditions set forth in Section 4.02, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant Issuer has duly authorized the execution and delivery of the Indenture to provide for an issue of its Notes as provided in the Third Indenture. All covenants and agreements made by Issuer herein are for the benefit and security of the Noteholders. Issuer is entering into the Indenture, and Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the delivery of the Indenture, Issuer is entering into a Second Amended and Restated Credit AgreementTransfer and Servicing Agreement with First National Funding LLC, a Nebraska limited liability company, as Transferor, and First National Bank of Omaha, a national banking association, as Servicer, pursuant to which (a) Transferor will convey to Issuer all of its right, title and interest in, to and under the Receivables arising in the Accounts from time to time, which Transferor will have received from FNBO pursuant to the Receivables Purchase Agreement and (b) Servicer will agree to service the Receivables and make collections thereon on behalf of the Noteholders. The Issuer and the Indenture Trustee, or their predecessors in interest, had previously entered into a Master Indenture, dated as of February 6October 24, 2018 (2002, as amended by a First Amendment to Third Amended and Restated Credit Agreement Master Indenture, dated as of November 717, 20182003 (the “Original Indenture”) and as amended and restated, as further amended in its entirety, by that certain Second Amendment to Third a First Amended and Restated Credit Agreement Master Indenture dated as of February 6December 20, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto 2012 (the “Existing LendersIndenture”). This Indenture amends and restates, the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:the Existing Indenture and constitutes an indenture supplemental to the Existing Indenture pursuant to Section 10.02(b) of the Existing Indenture.

PRELIMINARY STATEMENTS. Pursuant to the Third Amended and Restated Credit Merger Agreement, dated as the Borrower intends to acquire all of February 6the Shares pursuant to a two-step transaction in which (i) Acquisition Sub will acquire pursuant to the Tender Offer, 2018 for a purchase price of $51.00 per share in cash, those Shares that have been validly tendered and not withdrawn and accepted for payment pursuant to the Tender Offer (the “Tender Consideration”) and (ii) on the Merger Date and in accordance with the Merger Agreement, Acquisition Sub will be merged with and into LifeCell with LifeCell being the surviving corporation (the “Merger”), and pursuant to the Merger each Share not acquired in the Tender Offer (other than Dissenting Shares (as amended by a First Amendment defined in the Merger Agreement)) will be converted into the right to Third Amended receive $51.00 in cash (the “Merger Consideration”). The total cash consideration required to consummate the Tender Offer and Restated Credit Agreement dated as the Merger and to pay related fees and expenses is approximately $1,858,000,000. The Borrower has requested that (i) the Lenders make available Term A Loans in an aggregate amount of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to $1,000,000,000 on the Closing Date, the “Existing Credit Agreement”), among proceeds of which will be used by the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries Borrower on the terms Closing Date to enable Acquisition Sub to pay the Tender Consideration in respect of those Shares that have been validly tendered and conditions set forth therein, including making loans not withdrawn in the Tender Offer and that have been accepted for payment on the Closing Date and to pay related fees and expenses and (ii) the “Existing Loans”) to the Company and its Subsidiaries, Lenders make available Revolving Credit Loans and the L/C Issuer agreed to issue Letters of Credit for the account of the Borrower in an aggregate amount of up to $300,000,000 from time to time on and after the Closing Date, the proceeds of which will be used, together with cash on hand (x) after the “Existing Letters Closing Date, to enable Acquisition Sub to pay the Tender Consideration in respect of Credit”) to the Company those additional Shares that are validly tendered and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated not withdrawn in its entirety to become effective and binding on the Company and its Subsidiaries a subsequent offering period pursuant to the terms of this AgreementTender Offer, and (y) to enable Acquisition Sub to pay the Lenders (including certain Merger Consideration on or immediately after the effective date of the Existing Lenders) Merger and to pay the appraised value of any Shares held by holders who have agreed (subject properly perfected rights to appraisal in accordance with Section 262 of the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; Delaware General Corporation Law and (bz) on and after the Existing LoansClosing Date, to pay fees and expenses related to all of the foregoing and for general corporate purposes, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein, and the Lenders and the L/C Issuer have indicated their willingness on and subject to such terms and conditions. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant Certain terms that are capitalized and used throughout this Agreement are used as defined in Exhibit I. References to the Third Amended “Agreement” in the Exhibits hereto refer to this Agreement. The Seller (i) desires to sell, transfer and Restated Credit assign an undivided variable percentage interest in a pool of receivables, and the Conduit Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by the Conduit Purchasers and (ii) may, subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit. This Agreement amends and restates in its entirety, as of the Restatement Date, the Receivables Purchase Agreement, dated as of February 6April 30, 2018 2003 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7amended, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amendedrestated, supplemented or otherwise modified prior to the Closing Datedate hereof, the “Existing Credit Original Agreement”), among the CompanySeller, Bank of Americathe Servicer, N.A.the Sub-Servicers, as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders Conduit Purchasers from time to time party thereto (the “Existing Lenders”)thereto, the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its SubsidiariesPurchaser Agents party thereto, and the L/C Issuer agreed Administrator. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, the Seller and Servicer shall continue to issue Letters of Credit be liable to PNC, the Conduit Purchasers or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Existing Letters of CreditOriginal Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the Company and its Subsidiaries on effective date of this Agreement. Upon the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms effectiveness of this Agreement, PNC as LC Bank and PNC and each other LC Participant noted on the Lenders (including certain of the Existing Lenders) have agreed (subject signature pages hereto shall become a party to this Agreement and each reference to the terms of Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual agreements, provisions and covenants and agreements herein containedcontained herein, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Original Agreement is hereby amended and restated to read in its entirety, entirety as follows:

PRELIMINARY STATEMENTS. Pursuant to The Borrower and certain of its Subsidiaries (as hereinafter defined) have entered into the Third Amended and Restated Credit Agreement, dated as of February 6March 31, 2018 (2004, as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement No. 1 dated as of May 85, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, 2005 (the “Existing Credit Agreement”), among the Company, ) with Bank of America, N.A.as administrative agent, as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and with the other lenders from time to time party thereto named therein (the “Existing Lenders”)) and the other parties thereto. In order to finance its ongoing working capital and general corporate purposes, the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company Borrower has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreementrequested, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) agreed, to amend and restate the Existing Credit Agreement in its entirety order to read as set forth in this Agreement, and it has been agreed by permit the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and credit subject to the conditions set forth hereinherein in the form of (a) Term Loans to the Borrower as provided herein and (b) Revolving Credit Loans to the Borrower as provided herein and ending on the Maturity Date of which, at any time, not more than (i) $200,000,000 in aggregate principal, notional or stated amount may be in the form of L/C Credit Extensions provided by any L/C Issuer, and (ii) $40,000,000 in aggregate principal amount may be in the form of Swing Line Loans provided by the Swing Line Lender. By execution of this Agreement, each of the Lenders shall be deemed to have assumed from each of the Existing Lenders, as of the Restatement Closing Date, an undivided interest in all of the rights and obligations of the Existing Lenders under the Existing Credit Agreement such that, after giving effect to such sale and assignment as of the Restatement Closing Date, the Commitments of and the amount of Borrowings owing to each of the Lenders will be set forth on Schedule 2.01. In consideration of the mutual covenants and agreements herein containedcontained and subject to the satisfaction of the conditions set forth in Section 4.01, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to the Third Amended Sale and Restated Credit Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of February 6March 2, 2018 2010, among The Dow Chemical Company (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit AgreementSeller”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ LLC, ▇▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender Holding BV and the other lenders Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of ▇▇▇▇▇▇ LLC, all of the equity interests of ▇▇▇▇▇▇ Holdings B.V., and certain intercompany notes due from time to time party thereto the operating subsidiaries of the Seller (such purchase, the “Existing LendersAcquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”). To finance, in part, the Existing Lenders agreed to make extensions Acquisition, the repayment of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed Indebtedness to be outstanding under the amended repaid in connection therewith and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid to pay fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and expenses in connection with the foregoingTransaction, the Company Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds. In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”). The Borrower has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject extend credit to the conditions set forth hereinBorrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to the Third Amended and Restated Credit Membership Interest Purchase Agreement, dated as of February 618, 2018 2020 (as amended by a First Amendment to Third Amended together with the exhibits and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021disclosure schedules thereto, and as further amended, supplemented or otherwise modified prior from time to time, the “Purchase Agreement”), by and among the Initial Borrower and TCFI Aevex Holdings LLC, a Delaware limited liability company (together with the sellers party thereto, “Seller”), the Investors purchased all of the issued and outstanding membership interests of TCFI (the “Acquisition”). Following the initial Borrowing on the Closing Date, TCFI assumed all of the Obligations of the Initial Borrower hereunder (the “Existing Credit AgreementDebt Assumption”), among and became the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of Borrower under this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection In accordance with the foregoing, the Company has Initial Borrower requested that that, substantially simultaneously with the consummation of the Acquisition, the Lenders provide a term loan facility, extend credit in the form of Initial Term Loans (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below) and Revolving Loans on the Closing Date. The proceeds of the Initial Term Loans and the Revolving Loans (limited, on the Closing Date, as set forth herein), together with the proceeds of the Equity Contributions contributed directly or indirectly to the Initial Borrower and cash on hand, were used on the Closing Date (i) to consummate the Refinancing, (ii) to fund the Acquisition, (iii) to pay the Transaction Expenses and (iv) for working capital and general corporate purposes and, after the Closing Date, in accordance with Section 6.16. Immediately after consummation of the Acquisition, the Borrower became a direct, wholly owned subsidiary of Holdings. The applicable Lenders have indicated their willingness to lend under such a term loan facilityand the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant The Borrower, Holdings, the other Guarantors party thereto, certain Lenders party thereto, the Administrative Agent and other parties thereto are party to the Third Amended and Restated that certain Credit Agreement, dated as of February 6December 24, 2018 (2012, as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7restated on January 22, 20182013, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of restated on February 625, 2019, 2013 and as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of on September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, 2013 (the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time parties thereto desire to time party thereto (the “Existing Lenders”), amend the Existing Lenders agreed Credit Agreement on and subject to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth thereinherein and in the Amendment No. 3 dated as of the Amendment No. 3 Effective Date (“Amendment No. 3”). The Existing Credit Agreement, including making as amended and restated pursuant to Amendment No. 1, and as further amended, restated, supplemented, waived, replaced, is referred to herein as, this “Agreement”. Pursuant to Amendment No. 1 (i) a tranche of term loans were hereby created (the “Existing Refinanced New Term Loans”) in an aggregate principal amount equal to the Company and its Subsidiaries, and aggregate principal amount of Term Loans outstanding immediately prior to the L/C Issuer agreed to issue Letters of Credit Second Restatement Date (the “Existing Letters Original Term Loans”), (ii) additional Term Loans pursuant to Section 2.20(b) of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding were hereby created on the Company Second Restatement Date in an aggregate principal amount of $60,000,000 (the “Incremental New Term Loans,” and its Subsidiaries together with the Refinanced New Term Loans, the “New Term Loans”) and (iii) Lenders opting to do so exchanged Original Term Terms (“Exchange”), for like principal amounts of New Term Loans or, for those Lenders not opting to participate in the Exchange, the Borrower repaid in full the Original Term Loans of such non-exchanging Lenders (the “Repayment”). After giving effect to the Exchange and Repayment on the Second Restatement Effective Date, all Original Term Loans were terminated. Pursuant to Amendment No. 3, (i) a commitment shall be created on the Amendment No. 3 Effective Date to provide Amendment No. 3 Delayed Draw Term Loans in an aggregate principal amount equal to the aggregate principal amount of Term B-1 Loans outstanding immediately prior to the Amendment No. 3 Effective Date, (ii) additional Term Loans pursuant to the terms Section 2.20(b) of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon created on the amended Amendment No. 3 Effective Date in an aggregate principal amount of $155,000,000 (the “Amendment No. 3 Incremental Term Loans”) and restated terms and conditions contained shall be used to partially finance the Transactions, (ii) Amendment No .3 Cashless Option Lenders shall exchange Term B-1 Loans for like principal amounts of Amendment No. 3 Delayed Draw Term Loans on the Amendment No. 3 Delayed Draw Effective Date (the “Amendment No. 3 Exchange”), (iii) the Borrower shall repay Term B-1 Loans not otherwise repaid in this Agreement; the Amendment No. 3 Exchange with proceeds of Amendment No. 3 Delayed Draw Term Loans from the Amendment No. 3 Delayed Draw Term Lenders on the Amendment No. 3 Delayed Draw Effective Date (the “Amendment No. 3 Repayment”) and (biv) the Existing Loans, all Letters certain other provisions of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by amended as reflected herein. After giving effect to the Amendment No. 3 Exchange and deemed to the Amendment No. 3 Repayment on the Amendment No. 3 Delayed Draw Effective Date, (i) all Term B-1 Loans will be outstanding under the amended terminated and restated terms and conditions contained in this Agreement, with the intent (ii) it is intended that the terms Amendment No. 3 Incremental Term Loans and Amendment No. 3 Delayed Draw Term Loans shall trade as a single Class of this Agreement shall supersede Term Loans and for the terms avoidance of doubt are referred to herein as the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement)Term B-2 Loans. Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the The Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to The Borrower, the Third Amended Guarantors, Bank of America, as administrative agent and Restated Credit Agreementcollateral agent and the other lenders, swing line lenders and letter of credit issuers party thereto entered into a credit agreement dated as of February 6January 30, 2018 2012 (as amended, restated, amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amendedrestated, supplemented or otherwise modified prior to the Closing Datedate hereof, the “Existing Credit Agreement”), among . The Borrower requested that the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing applicable Lenders agreed to make extensions of extend credit to the Company and its Subsidiaries Borrower on the terms and conditions set forth therein, including making Restatement Effective Date in the form of term loans in an initial aggregate principal amount of $650,000,000. The proceeds of the term loan borrowings hereunder were used (the “Existing Loans”i) to repay in full the Company existing term loans and its Subsidiaries, any accrued interest and fees of the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that Borrower under the Existing Credit Agreement be amended and restated in its entirety (ii) to become effective and binding on finance the Company and its Subsidiaries acquisition through one of the Borrower’s wholly owned subsidiaries (the “Acquisition”) of certain assets of Lafarge North America Inc. (the “Seller”) pursuant to the terms Asset Purchase Agreement, dated as of this April 16, 2015 (the “Acquisition Agreement”), by and between Continental Cement Company, L.L.C., a Delaware limited liability company, and indirect wholly owned subsidiary of the Borrower, and the Lenders (including certain Seller, in each such case, simultaneously herewith. Upon the satisfaction of the Existing Lenders) have conditions set forth in Section 4.01 hereof on the Restatement Effective Date, the parties hereto as of the Restatement Effective Date agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in the form of this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing applicable Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facilityand the L/C Issuers indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. The Borrower further requested that on the Amendment No. 2 Effective Date, all Restatement Effective Date Term Loans be converted to New Term Loans or be prepaid from the proceeds of newly funded New Term Loans and/or cash on hand of the Borrower. Upon the satisfaction of the conditions set forth in Section 3 of Amendment No. 2, the parties thereto agreed to lend New Term Loans and/or convert their Restatement Effective Date Term Loans into New Term Loans, in each case, on the terms and subject to the conditions set forth therein and herein. The Borrower has further requested that on the Amendment No. 5 Effective Date, all New Term Loans be converted to Term B-1 Loans or be prepaid from the proceeds of newly funded Term B-1 Loans and/or cash on hand of the Borrower. Subject to the satisfaction of the conditions set forth in Section 3 of Amendment No. 5, the parties thereto have agreed to lend Term B-1 Loans and/or convert their New Term Loans into Term B-1 Loans, in each case, on the terms and subject to the conditions set forth therein and herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to the Third Amended and Restated Credit Agreement, dated as of February 6, 2018 Merger Agreement (as amended by this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Atlantis Acquisition Merger Sub, Inc. (“Merger Sub”), a First Amendment Delaware corporation and a direct wholly-owned subsidiary of Atlantis Holdings LLC, a Delaware limited liability company (the “Parent”), will merge (the “Merger”) with and into the Company, subject to Third Amended (i) the rights of the Company’s dissenting shareholders, (ii) the payment of the Merger Consideration and Restated Credit Agreement dated (iii) the Company surviving as a wholly-owned subsidiary of November 7the Parent. The Borrowers have requested that, 2018simultaneously with the consummation of the Merger, as further amended by that certain Second Amendment the Lenders extend credit to Third Amended the Borrowers in the form of Senior Interim Loans in an aggregate principal amount of $7,700,000,000, which shall initially consist of (a) $5,200,000,000 in aggregate principal amount of Senior Interim Cash Pay Loans and Restated Credit Agreement dated as (b) $2,500,000,000 in aggregate principal amount of February 6Senior Interim Toggle Loans. The proceeds of the Senior Interim Loans, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as together with (i) a portion of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented the Company’s cash on hand on or otherwise modified prior to about the Closing Date, (ii) the “Existing borrowings by ACI under the Senior Secured Credit Agreement”)Facilities on or about the Closing Date and (iii) the proceeds of the Equity Contribution, among shall be used on or about the Company, Bank Closing Date to finance the repayment of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank amounts outstanding under certain existing Indebtedness of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth thereinSubsidiaries, including making loans to make a distribution (the “Existing LoansClosing Distribution”) to the Company and its Subsidiariesto pay the Transaction Expenses. The proceeds of the Closing Distribution, and together with the L/C Issuer agreed to issue Letters proceeds of Credit (the “Existing Letters of Credit”) to Equity Contribution, shall be used by the Company and its Subsidiaries on to pay the terms and conditions set forth thereinMerger Consideration. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant Bowater now owns, and from time to time hereafter will own, Receivables. Bowater wishes to sell to BAI, and BAI wishes to sell and contribute to Buyer (each of Buyer and BAI being sometimes hereinafter referred to as a "Transferee" with respect any such sale or contribution), all of their respective right, title and interest in and to all Receivables originated by Bowater from and after the Initial Cutoff Date through and including the Termination Date, together with the Related Security and Collections with respect thereto. In addition, BAI now owns, and from time to time hereafter will own, Receivables. BAI wishes to sell and contribute to Buyer, all of its right, title and interest in and to all Receivables originated by BAI from and after the Initial Cutoff Date through and including the Termination Date, together with the Related Security and Collections with respect thereto. Each of the parties hereto intends the transactions contemplated hereby to be true sales or true contributions by the applicable Seller to the Third applicable Transferee of the Receivables originated or acquired (in each case, as applicable) by it, providing the applicable Transferee with the full benefits of ownership of such Receivables, and none of the parties intends these transactions to be, or for any purpose to be characterized as, loans from any of the Transferees to any of the Sellers. Buyer plans to finance its purchases of Receivables hereunder by borrowing under that certain Amended and Restated Credit Agreement, dated as of February 6, 2018 (as amended by a First Amendment to Third Amended and Restated Credit Loan Agreement dated as of November 7December 1, 2018, 2005 (as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders same may from time to time party thereto (the “Existing Lenders”)hereafter be amended, supplemented, restated or otherwise modified, the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”"Loan Agreement") to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that among (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and Buyer, as borrower, (b) Bowater, as initial servicer, (c) Three Pillars Funding LLC, Variable Funding Capital Company LLC, SunTrust Bank and Wachovia Bank, National Association, as lenders (together with their respective successors and assigns, the Existing Loans"Lenders"), all Letters of Credit (including d) SunTrust Bank and Wachovia Bank, National Association, as "LC Issuers," (e) SunTrust Capital Markets, Inc. and Wachovia Bank, National Association, as "Co-Agents," and (f) SunTrust Capital Markets, Inc., as administrative agent (in such capacity, together with its successor and assigns in such capacity, the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement"Administrative Agent" and, together with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoingCo-Agents, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:"Agents").

PRELIMINARY STATEMENTS. Pursuant New HoldCo intends to directly or indirectly acquire (the “Acquisitions”) pursuant to the Third Amended Offer Documents or Scheme Documents, as applicable (each as defined below) (a) all of the outstanding equity interests of Pace plc, a public limited company incorporated under the laws of England and Restated Wales (“Pace”, the “Target” or the “Acquired Business”) which are subject to the Scheme or Takeover Offer (as the case may be) for consideration in cash (the “Cash Consideration”) and newly issued ordinary shares of New HoldCo, which acquisition will be effected pursuant to a Scheme or a Takeover Offer (each, as defined below) (the “Pace Acquisition”), and (b) all of the outstanding capital stock of the Company for consideration consisting of newly issued ordinary shares of New HoldCo, which acquisition will be effected pursuant to a merger of a newly created indirect Subsidiary of New HoldCo organized under the laws of Delaware (“Company Merger Sub”) with and into the Company, with the Company as the surviving company (the “Company Merger”). The transactions set forth in this paragraph and the refinancing of the Existing Credit Agreement, dated as the Pace Refinancing and the termination of February 6, 2018 the Interim Credit Agreement (as amended by a First Amendment such terms are defined below) are collectively referred to Third Amended as the “Transaction”. Certain of the Borrowers, certain lenders, the Administrative Agent, and Restated the other parties thereto are party to the Credit Agreement dated as of November 7March 27, 20182013, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified in effect prior to the Closing Date, Restatement Date (the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders . The parties hereto have agreed to make extensions of credit to the Company amend and restate in its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that entirety the Existing Credit Agreement be amended and restated to replace it in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of with this Agreement, and the Lenders (including certain . In furtherance of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has Borrowers have requested that the Lenders provide a term A loan facility, a term A-1 loan facility, a Dollar revolving credit facility, a multicurrency revolving credit facility and continue the Term B Facility, and the Lenders have indicated their willingness to lend under such a term loan facilityand the L/C Issuers have indicated their willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant Lessor and Integrated Living Communities of San Antonio, L.P, a Delaware limited partnership ("Original Lessee") (successor by conversion to the Third Amended and Restated Credit AgreementIntegrated Living Communities of San Antonio, dated as of February 6Inc., 2018 (as amended by a First Amendment to Third Amended and Restated Credit Delaware corporation) entered into that certain Lease Agreement dated as of November 7December 31, 20181996, which was amended by that certain First Amendment to Lease Agreement dated as of December 1, 1997, and which was further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Lease Agreement dated as of May 89, 20192002 (as amended, as further amended by the "Lease"), whereby Lessor agreed to lease to Original Lessee, and Original Lessee agreed to lease from Lessor, that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇assisted living facility located at ▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company▇▇▇▇ Drive, San Antonio, Texas 78240, as Global Swing Line Lender more particularly described and defined in the other lenders from time to time party thereto Lease (the “"Leased Property"). A copy of the Lease is attached hereto as Exhibit "A". The Lease was assigned to Assignor by Original Lessee pursuant to that certain Assignment and Assumption of Lease Agreement (With Consent) dated as of May 9, 2002. Existing Lenders”Guarantor executed a Guaranty of Payment and Performance dated May 9, 2002 ("Existing Guaranty"), in favor of Lessor, guaranteeing Assignor's obligations under the Existing Lenders agreed Lease. Assignor now desires to assign to Assignee, and Assignee desires to accept the assignment of, any right, title or interest Assignor has in and to the Leased Property as lessee under the Lease, and Assignor and Assignee desire Lessor to, among other things, consent to such assignment and to make extensions of credit certain other agreements and statements, all pursuant to the Company and its Subsidiaries on the terms and conditions set forth thereinof this Assignment and Assumption of Lease Agreement (this "Agreement"). Emeritus is the sole shareholder of ESC ▇.▇. ▇▇, including making loans (INC., a Washington corporation, which is the “Existing Loans”) general partner of Assignee. Emeritus is required to make certain representations, warranties and agreements in this Agreement as a condition precedent to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms execution of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:by Lessor.

PRELIMINARY STATEMENTS. Pursuant to The Borrower has entered into the Third Amended and Restated Credit Agreement, dated as of February 6March 29, 2018 2007 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Company, ) with Bank of America, N.A., as Administrative Agentadministrative agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and with the other lenders from time to time party thereto named therein (the “Existing Lenders”)) and the other parties thereto. In order to finance its ongoing working capital and general corporate purposes, the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company Borrower has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreementrequested, and the Lenders (including certain of the Existing Lenders) have agreed (subject agreed, to the terms of this Agreement) to further amend and restate the Existing Credit Agreement in its entirety order to read as set forth in this Agreement, and it has been agreed by permit the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and credit subject to the conditions set forth hereinherein in the form of (a) Term Loans to the Borrower as provided herein and (b) Revolving Credit Loans to the Borrower as provided herein and ending on the Maturity Date of which, at any time, not more than (i) $300,000,000 in aggregate principal, notional or stated amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 in aggregate principal amount may be in the form of Swing Line Loans provided by the Swing Line Lenders. By execution of this Agreement, each of the Lenders shall be deemed to have assumed from each of the Existing Lenders, as of the Restatement Closing Date, an undivided interest in all of the rights and obligations of the Existing Lenders under the Existing Credit Agreement such that, after giving effect to such sale and assignment as of the Restatement Closing Date, the Commitments of and the amount of Borrowings owing to each of the Lenders will be set forth on Schedule 2.01. In consideration of the mutual covenants and agreements herein containedcontained and subject to the satisfaction of the conditions set forth in Section 4.01, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant The Borrower, Equity Holder, BISF Agent, LLC, in its capacity as administrative agent, Collateral Agent, Paying Agent, Document Custodian and the Lenders are party to the Third Amended and Restated that certain Credit Agreement, dated as of February 6November 22, 2018 2019 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, restated, supplemented or otherwise and/or modified prior to the Closing Datedate hereof, the “Existing Credit Agreement”)including pursuant to (i) that certain Amendment ▇▇. ▇, among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇, ▇▇▇▇ International Designated Activity Company(▇▇) that certain Tertiary Draw and Commitment Agreement, Waiver and Amendment dated as Global Swing Line Lender of December 20, 2020 and the other lenders from time to time party thereto (iii) that certain Amendment, Limited Waiver and Consent, dated as of May 10, 2021, the “Existing LendersCredit Agreement”, and together with any other agreements, instruments, and documents heretofore, evidencing, securing, guaranteeing or otherwise relating to the Obligations (as defined therein) thereunder, collectively, the “Existing Loan Documents”). The Borrower has requested that, upon satisfaction or waiver of the conditions set forth in Sections 4.01 and 4.02, as applicable, the Existing Lenders agreed to make extensions of extend credit to the Company and its Subsidiaries on Borrower in the terms and conditions set forth therein, including making loans form of (i) the “Existing Loans”) Initial Term Loans in an initial aggregate principal amount equal to the Company and its Subsidiaries, and aggregate Initial Commitment of all of the L/C Issuer agreed to issue Letters of Credit Lenders (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement which shall be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries effectuated pursuant to the terms of this Agreement, Cashless Roll described in Section 1.10) and (ii) after the Lenders (including certain of the Existing Lenders) have agreed Restatement Closing Date (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as conditions set forth in this AgreementSection 4.02), the Delayed Draw Term Loans in an initial aggregate principal amount equal to $11,679,000.00, and it has been agreed by in any case not to exceed the parties to aggregate unused portion of the Existing Credit Agreement that (a) Delayed Draw Term Loan Commitments of all of the commitments which Lenders following the Existing Lenders have agreed to extend to consummation of the Borrowers Transactions. Any Lender holding Loans under the Existing Credit Agreement shall immediately prior to the effectiveness of this Agreement that will not be extended or advanced upon a Lender hereunder is referred to herein as an “Exiting Lender”. If a continuing Lender receives an allocation under this Agreement that is less than the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters principal balance of Credit (including the Existing Letters of Credit) and other Obligations (as defined in its original Loans under the Existing Credit Agreement) outstanding under the Existing Credit Agreement , then such Lender shall be governed by considered an Exiting Lender with respect to the difference between its original Loan principal balance and deemed to be outstanding its new Loan principal balance under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms . The proceeds of the Existing Credit Agreement Term Loans will be used by the Borrower, directly or indirectly, to fund (each of which shall hereafter have no further effect upon i) cash on the parties theretobalance sheet, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under (ii) the terms Borrower’s portion of the Existing Credit Agreement on development, construction and operating costs associated with or prior related to certain Projects (as hereinafter defined), including, without limitation, any initial working capital and (iii) the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, Transactions and the Transaction Expenses. The applicable Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:.

PRELIMINARY STATEMENTS. Pursuant Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits, Schedules and Annexes hereto to the Third Amended “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. This Agreement amends and Restated Credit restates in its entirety, as of the Closing Date, the Receivables Purchase Agreement, dated as of February 611, 2018 2013 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7amended, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amendedrestated, supplemented or otherwise modified prior to the Closing Datedate hereof, the “Existing Credit Prior Agreement”), among each of the Companyparties hereto (other than the LC Bank and LC Participants), Credit Agricole Corporate and Investment Bank and Atlantic Asset Securitization LLC. Upon the effectiveness of Americathis Agreement, N.A.the terms and provisions of the Prior Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Prior Agreement by this Agreement, (i) the Seller and Servicer shall continue to be liable to PNC and any other Indemnified Party or Affected Person (as such terms are defined in the Prior Agreement) for fees and expenses which are accrued and unpaid under the Prior Agreement on the date hereof (collectively, the “Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Prior Agreement shall remain in full force and effect as security for such Prior Agreement Outstanding Amounts until such Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Prior Agreement in any other Transaction Document shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Prior Agreement. The Seller (i) desires to sell, transfer and assign an undivided variable percentage ownership interest in a pool of receivables, and the Purchasers desire to acquire such undivided variable percentage ownership interest, as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders such percentage interest shall be adjusted from time to time party thereto based upon, in part, reinvestment payments that are made by such Purchasers and (the “Existing Lenders”)ii) may, the Existing Lenders agreed subject to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth thereinhereof, including making loans (request that the “Existing Loans”) to LC Bank issue or cause the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters issuance of Credit (the “Existing one or more Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual agreements, provisions and covenants and agreements herein containedcontained herein, the sufficiency of which is hereby acknowledged, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant Originator now owns, and from time to time hereafter will own, Receivables. Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from Originator, all of Originator’s right, title and interest in and to such Receivables, together with the Third Amended Related Security and Restated Credit AgreementCollections with respect thereto. Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from Originator to Buyer, dated as providing Buyer with the full benefits of February 6ownership of the Receivables, 2018 and Originator and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Originator. Following the purchase of Receivables from Originator, (as amended by a) Buyer will sell or contribute certain of its trade receivables, including the Receivables acquired from and all rights and remedies against Originator hereunder, to Originator’s wholly-owned Subsidiary, Red Bird Receivables, Inc., a First Amendment Delaware corporation (the “SPE”), pursuant to Third Amended that certain Receivables Sale and Restated Credit Contribution Agreement dated as of November 7December 26, 20182001 (as the same may from time to time hereafter be amended, as further amended by supplemented, restated or otherwise modified, the “Sale and Contribution Agreement”) between Buyer and the SPE, and (b) following the purchase of Receivables from the Buyer, the SPE will borrow and pledge its assets pursuant to that certain Second Amendment to Third Amended Credit and Restated Credit Security Agreement dated as of February 6December 26, 2019, 2001 (as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders same may from time to time party thereto hereafter be amended, supplemented, restated or otherwise modified, the “Credit and Security Agreement”) among the SPE, as Borrower, the Buyer, as initial Servicer, International Paper Company, as Performance Guarantor, Blue Ridge Asset Funding Corporation (“Blue Ridge”), Victory Receivables Corporation (“Victory,” together with Blue Ridge, the “Conduits”), The Bank of Tokyo-Mitsubishi, Ltd., New York Branch (“BTM”), in its capacity as a Liquidity Bank to Victory (“Victory Liquidity Bank”) and as agent for Victory (the “Existing LendersVictory Agent”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth thereinWachovia Bank, including making loans N.A. (the “Existing LoansWachovia”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:any successor agent

PRELIMINARY STATEMENTS. Pursuant to TheAs of the Third Amended and Restated Credit Agreement, dated as of February 6, 2018 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing No. 4 Effective Date, the “Existing Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) a Revolving Credit Agreement”), among Facility in an initial aggregate principal committed amount of $200,000,00090,000,000 pursuant to this Agreement and (ii) 2025 Refinancing Term Loans in an aggregate principal amount equal to $240,000,000. The Revolving Credit Facility will include (i) a sub-limit for the Company, Bank making of America, N.A., as Administrative Agent, U.S. one or more Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders Loans from time to time party thereto and (ii) a separate sub-limit for the issuance of one or more Letters of Credit from time to time. The proceeds of the initial2025 Refinancing Term Loans and the borrowing under the Revolving Credit Facility on the ClosingAmendment No. 4 Effective Date, will be used (A) to refinance all Indebtedness and other amounts outstanding under the Existing Credit Agreement (including to cash collateralize letters of credit thereunder, or the issuance of backstop letters of credit with respect thereto) and terminate in full all outstanding commitments, and release all guarantees and security interests thereunder (the “Existing LendersClosingthe Revolving Credit Loans and Term Loans outstanding immediately prior to the Amendment No. 4 Effective Date Refinancing”), (B) to pay theRestructuring Transaction Expenses (as defined below), (C) to fund cash on the Existing Lenders agreed Borrower’s and its subsidiaries’ balance sheet, and (D) to make extensions distributions in respect of credit the Solo Stove Earnout and (E) for general corporate purposes and to provide working capital for the Company Borrower and its subsidiaries. The Letters of Credit, Swing Line Loans and the proceeds of Borrowings under the Revolving Credit Facility made after the ClosingAmendment No. 4 Effective Date will be used by the Borrower and its Subsidiaries on for working capital and, other general corporate purposes (including to fund capital expenditures, Permitted Acquisitions and other permitted Investments, Restricted Payments, refinancing of indebtedness, the terms payment of Restructuring Transaction Expenses and conditions set forth therein, including making loans (the “Existing Loans”) any other transaction not prohibited by this Agreement). The Lenders have indicated their willingness to the Company and its Subsidiarieslend, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders Issuers have indicated their willingness to lend under such a term loan facilityissue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:: ARTICLE I

PRELIMINARY STATEMENTS. Pursuant to the Third Amended and Restated Credit that certain Business Combination Agreement, dated as of February 6November 1, 2018 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November on January 7, 2018, as further amended 2019 by that certain Second Amendment No. 1 to Third Amended and Restated Credit Business Combination Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior and in effect from time to time in the Closing Datemanner permitted pursuant to Section 4.01(c) of this Agreement, and including all schedules and exhibits thereto, the “Existing Credit Acquisition Agreement”), by and among inter alios, Borrower, Initial Holdings, the CompanySPAC (as defined herein), Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ UK Limited, ▇▇▇▇▇▇▇ International Designated Activity CompanyManagement Services, LLC, Dory US Merger Sub, LLC, Dory Acquisition Sub, Limited and ▇▇▇▇▇▇▇ Leisure Limited (in its capacity as Global Swing Line Lender a Seller (as defined therein) and as the other lenders from time to time representative for the Seller Parties (as defined therein) party thereto (the “Existing Lenders”thereto), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (ax) the commitments which SPAC will use funds available in the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations Trust Account (as defined in the Existing Credit Acquisition Agreement), which holds funds contributed from public investors and held by the SPAC for the purposes of undertaking business combinations (the “SPAC Trust Account”), subject to any redemptions required under applicable law or the governing documents of the SPAC to acquire equity interests in certain subsidiaries of the Sellers by way of a business combination, which shall include, but not be limited to (i) outstanding under the Existing Credit Agreement purchase of equity interests of certain subsidiaries organized in the United States (the transactions described in this clause (i), the “U.S. Target Purchase” and the funds in the SPAC Trust Account remaining after the U.S. Target Purchase, the “SPAC Trust Account Remainder”) and (ii) the merger of Dory U.S. Merger Sub, LLC with and into the SPAC (the “U.S. Merger” and, together with the U.S. Target Purchase, collectively, the “Closing Date Acquisition”) and (y) following the U.S. Merger, the SPAC shall be governed by and deemed lend the SPAC Trust Account Remainder to be outstanding under Holdings (the amended and restated “HAC Loan”), in each case, on the terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior subject to the Closing Date or arising (conditions set forth in the case of indemnification) under the terms of the Existing Credit Acquisition Agreement). Furthermore, and in connection with the foregoing, the Company The Borrower has requested that the Lenders provide extend credit to the Borrower in the form of Initial Term B Loans in an initial aggregate principal amount of $25,000,000. The proceeds of the Initial Term B Loans will be used to directly or indirectly to finance a term loan facility, and portion of the Transactions. The applicable Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant Immediately prior to the Third Amended effectiveness of this Agreement, the Borrower, Holdings, the lenders party thereto (including certain of the Lenders), Bank of America, as administrative agent and Restated as an issuing bank thereunder, and the other financial institutions party thereto were party to the Credit Agreement, dated as of February 6July 22, 2018 2013 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7amended, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amendedrestated, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among pursuant to which the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (agreed, subject to the terms of this Agreement) and conditions thereof, to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties extend credit to the Existing Credit Agreement that (a) Borrower thereunder in the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters form of Credit a revolving credit facility (including the Existing Letters a letter of Credit) and other credit facility thereunder). The Obligations (as defined in the Existing Credit Agreement) outstanding under were guaranteed pursuant to the Guaranty (as defined in the Existing Credit Agreement shall be governed Agreement) and secured pursuant to the Collateral Documents by a legal, valid, binding and deemed to be outstanding under the amended enforceable security interest and restated terms and conditions contained a fully perfected Lien in this Agreement, with the intent that the terms of this Agreement shall supersede the terms favor of the Existing Credit Agreement Administrative Agent (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (as defined in the case of indemnification) under the terms of the Existing Credit Agreement), for the ratable benefit of the Secured Parties (as defined in the Existing Credit Agreement), in the Collateral and the proceeds thereof. Furthermore, and in connection with the foregoing, the Company The Borrower has requested that the Revolving Credit Lenders provide (as defined in the Existing Credit Agreement) and the other Lenders party hereto agree, and such Revolving Credit Lenders (as defined in the Existing Credit Agreement) and other Lenders have agreed, subject to the terms and conditions hereof, to extend credit to the Borrower hereunder in the form of a term loan facilityrevolving credit facility (including a letter of credit facility hereunder) in an aggregate principal amount of $450,000,000 as of the date hereof, and the Lenders have indicated their willingness to lend and the L/C Issuers (as defined herein) have indicated their willingness to issue letters of credit for the account of the Borrower, in each case, on the terms and subject to the conditions set forth herein. The revolving credit facility (including the letter of credit facility thereunder) under such a term loan facilitythe Existing Credit Agreement will, on the terms and subject to the conditions set forth herein, be replaced on the Closing Date with the revolving credit facility (including the letter of credit facility hereunder) under this Agreement in an aggregate principal amount of $450,000,000 as of the date hereof, on the terms and subject to the conditions set forth herein. In consideration addition, on the Closing Date, the Borrower will pay any fees and other obligations accrued thereon to the Closing Date. It is the intent of the mutual covenants and agreements herein contained, the parties hereto covenant that (i) this Agreement shall be deemed to be the Credit Agreement for all purposes under the Collateral Documents and agree all extensions of credit under this Agreement (including issuances of Letters of Credit) shall constitute extensions of credit under the Credit Agreement (as defined in each of the Collateral Documents) for all purposes under the Collateral Documents and no further designation shall be required to amend be made so that the Obligations, including all extensions of credit under this Agreement (regardless when made or incurred), will be deemed Secured Obligations (as defined in the Collateral Documents) and restate (ii) the Existing Credit AgreementObligations under this Agreement will henceforth be guaranteed pursuant to the Guaranty and secured pursuant to the Collateral Documents by a legal, valid, binding and enforceable security interest and a fully perfected Lien in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, in the Collateral and the proceeds thereof. In addition, as of the Closing Date, Bank of America desires to resignresigned as Administrative Agent under the Existing Credit Agreement is hereby amended and restated each of the other Loan Documents, RBC desires to succeedsucceeded Bank of America as Administrative Agent under the Credit Agreement and each of the other Loan Documents, and Bank of America desires to assignassigned its rights (other than with respect to actions taken or omitted to be taken prior to the effectiveness of this Agreement), responsibilities, duties and obligations under the Loan Documents to RBC, in each case as further set forth herein. The Lenders and the Loan Parties (a) desire to acknowledge Bank of America’sRBC’s resignation as Administrative Agent under the Creditthis Agreement and each of the other Loan Documents, (b) desire to appoint RBCJPMorgan as Administrative Agent under the Creditthis Agreement and each of the other Loan Documents and (c) desire to acknowledge the assignment by Bank of AmericaRBC of its entiretyrights (other than with respect to actions taken or omitted to be taken prior to the effectiveness of this Agreement), as follows:responsibilities, duties and obligations, to

PRELIMINARY STATEMENTS. Pursuant Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the Third Amended "Agreement" refer to this Agreement, as amended, amended and Restated Credit restated supplemented or otherwise modified from time to time. The Seller desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Purchase Agreement, dated as of February 6December 21, 2018 2001 (as amended, amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amendedrestated, supplemented or otherwise modified prior to the Closing Datedate hereof, the “Existing Credit "Original Agreement”"), among the CompanySeller, Bank the Servicer, the members of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders various purchaser groups from time to time party thereto (and PNC Bank, National Association, as administrator. Upon the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms effectiveness of this Agreement, the terms and the Lenders (including certain provisions of the Existing Lenders) have agreed (Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Seller and York shall continue to be liable to any Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) with respect to all unpaid Investment, Discount (as such terms are defined in the Original Agreement) and fees and expenses (collectively, the "Original Agreement Outstanding Amounts") under the Original Agreement (which shall continue to accrue thereunder until such amounts are paid in full) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement) , each reference to amend and restate the Existing Credit Original Agreement in its entirety any other document, instrument or agreement shall mean and be a reference to read as set forth in this Agreement. Nothing contained herein, and it has been agreed by the parties unless expressly herein stated to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed contrary, is intended to extend to the Borrowers under the Existing Credit Agreement shall be extended amend, modify or advanced upon the amended otherwise affect any other instrument, document or agreement executed and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and delivered in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth hereinOriginal Agreement. In consideration of the mutual agreements, provisions and covenants and agreements herein containedcontained herein, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to the Third Amended and Restated Credit Agreement, dated as of February 6, 2018 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender Lenders and LTurnberry/C IssuerMGM Grand Towers, Bank LLC, a Nevada limited liability company ("Borrower"), have entered into, are entering into concurrently herewith, or contemplate entering into, the Loan Agreement, which sets forth the terms and conditions of America a construction loan (the "Loan") being made to Borrower to finance, in part, the construction of a residential condominium project containing 576 condominium units and related amenities, all to be located on an approximately three (3) acre parcel of land, said project to be known as "The Residences at MGM Grand - Tower A" and to be located in Clark County, Nevada, all as more particularly described in the Loan ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Companyment. A condition precedent to Lenders' obligation to make the Loan to Borrower is Guarantor's execution and delivery to Administrative Agent of this Guaranty. The Loan is, or will be, evidenced by various promissory notes each made of even date herewith by Borrower and payable to each of the Lenders in the aggregate stated principal amount of $210,000,000.00 (such notes, as Global Swing Line Lender they may hereafter be renewed, extended, supplemented, increased or modified and in effect from time to time, and all other notes given in substitution therefor, or in modification, renewal, or extension thereof, in whole or in part, are herein called the other lenders "Notes"). Borrower and Administrative Agent and/or any of the Lenders may from time to time party thereto enter into an interest rate swap agreement, International Swaps and Derivatives Association, Inc. (ISDA) Master Agreement or other similar agreement or arrangement to hedge the “Existing Lenders”risk of variable interest rate volatility or fluctuations of interest rates (any such agreement or arrangement as it may hereafter be renewed, extended, supplemented, increased or modified and in effect from time to time is herein called an "Interest Rate Protection Agreement"), . Any capitalized term used and not defined in this Guaranty shall have the Existing Lenders agreed meaning given to make extensions of credit to such term in the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth thereinLoan Agreement. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain This Guaranty is one of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined Loan Documents described in the Existing Credit Loan Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:.

PRELIMINARY STATEMENTS. Pursuant to the Third Existing Agreement, on the Original Funding Date, Sunbeam contributed certain Receivables (the “Original Contributed Receivables”) to the capital of Buyer, and Coleman sold certain Receivables (the “Original Purchased Receivables”) to Borrower in consideration for the purchase price set forth in the Existing Agreement. After the original Funding Date, Coleman and Sunbeam sold additional Receivables (the “Original Additional Purchased Receivables” and, together with the Original Contributed Receivables and the Original Purchased Receivables, the “Original Receivables”) to Buyer in consideration for the purchase price set forth in the Existing Agreement. From and after the Original Funding Date and prior to the Restatement Effective Date, no further contributions of Receivables were made by Sunbeam. Each of Sunbeam, Coleman and the Buyer desire to amend and restate the Existing Agreement in its entirety. Each New Originator wishes to become party thereto. Each of the Originators now owns, and from time to time hereafter will own, Receivables. Each of the Originators wishes to sell and assign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Each of the Originators and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither the Originators nor Buyer intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator. Buyer plans to finance its purchases of Receivables hereunder by borrowing under that certain Amended and Restated Credit Agreement, dated as of February 6, 2018 (as amended by a First Amendment to Third Amended and Restated Credit Loan Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May August 8, 2019, 2007 (as further amended by that certain Fourth Amendment the same may from time to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further time hereafter be amended, supplemented supplemented, restated or otherwise modified prior to the Closing Datemodified, the “Existing Credit Loan Agreement”) among Buyer, as borrower, Jarden Corporation, a Delaware corporation, as initial servicer (the “Initial Servicer”), among Three Pillars Funding LLC, a Delaware limited liability company (together with its successors and permitted assigns, the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender “Lender”) and L/C Issuer, Bank of America SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company▇▇▇▇, Inc., a Tennessee corporation, as Global Swing Line agent and administrator for the Lender (in such capacity, together with its successor and the other lenders from time to time party thereto (assigns in such capacity, the “Existing LendersAdministrator”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:.

PRELIMINARY STATEMENTS. Pursuant Seller now owns, and from time to the Third Amended time hereafter will own, Receivables. Seller has previously sold, transferred and Restated Credit Agreement, dated as of February 6, 2018 (as amended by assigned to Buyer Receivables pursuant to a First Amendment to Third Amended and Restated Credit Receivables Sale Agreement dated as of November January 7, 20182000 (the "Previous Sale Agreement") among the Seller and Buyer. As of the date hereof, TWRI is entering into a Receivables Transfer Agreement (the "Transfer Agreement") with Eagle Crest, Inc. and Running Y Resort, Inc. (each an "RTA Seller" and together the "RTA Sellers") pursuant to which the RTA Sellers (i) on the effective date thereunder will sell the Legacy Eagle Crest Receivables to TWRI and (ii) from to time thereafter will sell RTA Receivables to TWRI. Seller and Buyer desire to amend and restate the Previous Sale Agreement. Seller wishes to continue to sell and assign to Buyer, and Buyer wishes to continue to purchase from Seller, all of Seller's right, title and interest in and to Receivables, together with the Related Security and Collections with respect thereto. Seller and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from Seller to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and Seller and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Seller. Buyer has previously sold, transferred and assigned from time to time to the Purchasers upon each purchase of Receivables from Seller, undivided interests therein and in the associated Related Security and Collections pursuant to the Previous Purchase Agreement (as further amended by that certain Second Amendment defined in the Purchase Agreement). Buyer desires to Third Amended continue, upon each purchase of Receivables from Seller hereunder, to sell undivided interests in such Receivables and Restated Credit in the associated Related Security and Collections pursuant to the Receivables Purchase Agreement dated as of February 6the date hereof (as the same may from time to time hereafter be amended, 2019supplemented, restated or otherwise modified, the "Purchase Agreement") by and between Buyer (in such capacity the "RPA Seller"), Seller, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8Servicer, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity CompanyFargo Minnesota, National Association, as Global Swing Line Lender and Custodian, the other lenders financial institutions from time to time party thereto as "Financial Institutions", Jupiter Securitization Corporation and Blue Keel Funding LLC, as Conduits, Fleet Securities, Inc., as an Investor Agent and as a Financial Institution, Bank One, NA, as Paying Agent and Bank One, NA (the “Existing Lenders”Main Office Chicago), the Existing Lenders agreed to make extensions of credit to the Company as Agent, Investor Agent and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:Financial Institution.

PRELIMINARY STATEMENTS. Pursuant The Borrowers, Subsidiary Guarantors, the Lenders and the Administrative Agent are parties to the Third Amended and Restated Credit Agreement, dated as of February 6, 2018 (as amended by a First Amendment to Third Amended and Restated that certain Credit Agreement dated as of November 7January 8, 2018, 2013 (as further amended by that certain Second Amendment No. 1 to Third Amended Credit Agreement and Restated Limited Waiver dated as of November 1, 2013, Amendment No. 2 to Credit Agreement and Amendment No. 1 to Collateral Agreement dated as of February 6June 19, 20192015, Amendment No. 3 to Credit Agreement, Incremental Term Assumption Agreement, Limited Waiver and Consent dated as further amended by that certain Third of September 2, 2015, and Amendment No. 4 to Third Amended Credit Agreement, Consent and Restated Credit Joinder Agreement dated as of May 8July 18, 2019, as further amended by that certain Fourth 2016 (“Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021No. 4”), and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Closing Datedate hereof, the “Existing Credit Agreement”). Amendment No. 4 contains an affirmative covenant whereby the Loan Parties covenant that (i) all of the reorganization steps contemplated by Exhibit B and Section 2(a) of such amendment shall have been completed on or prior to September 2, among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto 2016 (the “Existing LendersCompletion Date”); (ii) the final organizational structure on the Completion Date shall be as set forth on Exhibit B of such amendment; and (iii) that all documentation necessary to effect the changes, transfers, pledges of assets, guaranties or other matters related thereto (as more fully described in such amendment) be provided to the Administrative Agent no later than the Completion Date. Should any Loan Party fail to satisfy such covenant, such failure shall constitute an Event of Default under Section 8.01(b) of the Credit Agreement. The Borrowers have notified the Administrative Agent and the Lenders that due to unanticipated delays and foreign regulatory approval processes, the Existing Borrowers will not be able to complete all of the reorganization steps listed in Section 2(a) and Exhibit B of Amendment No. 4 by the Completion Date Accordingly, the Borrowers have requested that Administrative Agent and the Lenders agreed consent to make extensions extending the Completion Date for certain of credit such reorganization steps as described more fully herein. Subject to the Company and its Subsidiaries on the terms and conditions set forth thereinherein, including making loans (the “Existing Loans”) to the Company Administrative Agent and its Subsidiaries, and the L/C Issuer agreed to issue Letters each of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders party hereto have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms grant such requests of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:Borrowers.

PRELIMINARY STATEMENTS. Pursuant to the Third Amended Original Agreement, on the Original Funding Date, Sunbeam contributed certain Receivables (the “Original Contributed Receivables”) to the capital of Buyer, and Restated Credit Coleman sold certain Receivables (the “Original Purchased Receivables”) to Borrower in consideration for the purchase price set forth in the Original Agreement. After the Original Funding Date, Coleman and Sunbeam sold additional Receivables (the “Original Additional Purchased Receivables” and, together with the Original Contributed Receivables and the Original Purchased Receivables, the “Original Receivables”) to Buyer in consideration for the purchase price set forth in the Original Agreement. From and after the Original Funding Date and prior to the Second Restatement Effective Date, no further contributions of Receivables were made by Sunbeam. On the Restatement Effective Date, the Restatement Date Originators sold initial Receivables (the “Initial Purchased Restatement Date Receivables”) to the Buyer and after the Restatement Effective Date Sunbeam, Coleman and the Restatement Originators sold additional Receivables (the “Additional Purchased Restatement Date Receivables”) to the Buyer in consideration for the purchase price set forth in the Existing Agreement. Pursuant to a Joinder Agreement, dated as of February 6September 29, 2018 (2009, among the Buyer, the Originators party thereto, BRK, Lehigh, ▇▇▇▇ and Miken became a party to the Existing Agreement as amended an Originator thereunder and became bound by a First Amendment the provisions thereof and accordingly sold Receivables to Third the Buyer pursuant to the terms of the Existing Agreement. Each of the Originators and the Buyer desire to amend and restate the Existing Agreement in its entirety. Each of the Originators now owns, and from time to time hereafter will own, Receivables. Each of the Originators wishes to sell and assign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Each of the Originators and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither the Originators nor Buyer intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator. Buyer plans to finance its purchases of Receivables hereunder by borrowing under that certain Second Amended and Restated Credit Loan Agreement dated as of November 7July 29, 2018, 2010 (as further amended by that certain Second Amendment the same may from time to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further time hereafter be amended, supplemented supplemented, restated or otherwise modified prior to the Closing Datemodified, the “Existing Credit Loan Agreement”) among Buyer, as borrower, JARDEN CORPORATION, a Delaware corporation, as initial servicer (the “Initial Servicer”), among THREE PILLARS FUNDING LLC, a Delaware limited liability company (together with its successors and permitted assigns, the Company“Three Pillars”), Bank of America▇▇▇▇▇ FARGO BANK, N.A.NATIONAL ASSOCIATION (“▇▇▇▇▇ Fargo” and together with Three Pillars, as Administrative Agentthe “Lenders” and each individually, U.S. Swing Line Lender a “Lender”) and L/C Issuer, Bank of America SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company▇▇▇▇, INC., a Tennessee corporation, as Global Swing Line Lender agent and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and administrator for the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend in such capacity, together with its successor and restate the Existing Credit Agreement assigns in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoingsuch capacity, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:“Administrator”).

PRELIMINARY STATEMENTS. Pursuant Lessor and Integrated Living Communities of Oakwell, L.P, a Delaware limited partnership ("Original Lessee") (successor by conversion to the Third Amended and Restated Credit AgreementIntegrated Living Communities of Oakwell, dated as of February 6Inc., 2018 (as amended by a First Amendment to Third Amended and Restated Credit Delaware corporation) entered into that certain Lease Agreement dated as of November 7December 31, 20181996, which was amended by that certain First Amendment to Lease Agreement dated as of December 1, 1997, and which was further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Lease Agreement dated as of May 89, 20192002 (as amended, as further amended by the "Lease"), whereby Lessor agreed to lease to Original Lessee, and Original Lessee agreed to lease from Lessor, that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America assisted living facility located at 3▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ International Designated Activity Company▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, as Global Swing Line Lender more particularly described and defined in the other lenders from time to time party thereto Lease (the “"Leased Property"). A copy of the Lease is attached hereto as Exhibit "A". The Lease was assigned to Assignor by Original Lessee pursuant to that certain Assignment and Assumption of Lease Agreement (With Consent) dated as of May 9, 2002. Existing Lenders”Guarantor executed a Guaranty of Payment and Performance dated May 9, 2002 ("Existing Guaranty"), in favor of Lessor, guaranteeing Assignor's obligations under the Existing Lenders agreed Lease. Assignor now desires to assign to Assignee, and Assignee desires to accept the assignment of, any right, title or interest Assignor has in and to the Leased Property as lessee under the Lease, and Assignor and Assignee desire Lessor to, among other things, consent to such assignment and to make extensions of credit certain other agreements and statements, all pursuant to the Company and its Subsidiaries on the terms and conditions set forth thereinof this Assignment and Assumption of Lease Agreement (this "Agreement"). Emeritus is the sole shareholder of ESC G.▇. ▇▇, including making loans (INC., a Washington corporation, which is the “Existing Loans”) general partner of Assignee. Emeritus is required to make certain representations, warranties and agreements in this Agreement as a condition precedent to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms execution of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:by Lessor.

PRELIMINARY STATEMENTS. Pursuant to Certain of the Third Amended Originators (the "Existing Originators") and Restated Credit Buyer entered into that certain Receivables Sale Agreement, dated as of February 6June 30, 2018 2000 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented restated or otherwise modified prior to the Closing Datedate hereof, the “Existing Credit "Original Sale Agreement”"), among pursuant to which the CompanyExisting Originators sold all of their Receivables and certain related property to Buyer. The Existing Originators desire to continue to sell and assign to Buyer, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders Originators now desire to sell and assign to Buyer, all of each such Originator's right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Buyer desires to purchase such Receivables, Related Security and Collections. Buyer continues to own all Receivables of the Existing Originators outstanding as of the close of business on the Business Day immediately prior to the date hereof and previously conveyed pursuant to the Original Sale Agreement (such Receivables, the "Previously Sold Receivables"). Each Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither the Originators nor Buyer intend these transactions to be, or for any purpose (other than tax) to be characterized as, loans from Buyer to any Originator. Following the purchase of Receivables from the Originators, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Amended and Restated Receivables Purchase Agreement dated as of December 21, 2001 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the "Purchase Agreement") among Buyer, the Servicers (as defined therein), the Companies (as defined therein), the financial institutions from time to time party thereto as "Financial Institutions" and Bank One, NA (the “Existing Lenders”Main Office Chicago), as agent for the Existing Lenders agreed to make extensions of credit Companies and AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT Financial Institutions or any successor agent appointed pursuant to the Company terms of the Purchase Agreement (in such capacity, the "Agent"). Each of the Originators and Buyer now desire to amend and restate the Original Sale Agreement in its Subsidiaries on entirety, subject to the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:.

PRELIMINARY STATEMENTS. Pursuant to Sections 2.01.7, 2.01.8 and 2.01.9 of the Third Amended and Restated Credit Agreement, dated as of February 6, 2018 (as amended by a First Amendment the Borrowers are required to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that make certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior curtailment payments with respect to the Closing DateFloor Plan Loans (the “Curtailment Covenant”). Pursuant to Section 2.07 of the Credit Agreement, the Borrowers are required to pay to the Administrative Agent for the ratable benefit of the Lenders in each Class all accrued interest owing in respect of such Class of Loans in arrears on the applicable Interest Payment Dates (the “Existing Interest Payment Covenant”). Pursuant to Section 2.03.3 of the Credit Agreement”), among the Company, Bank of America, N.A., as Revolving Credit Borrowers are required to pay to the Administrative Agent, U.S. Swing Line Lender for the account of the Revolving Credit Lenders, 100% of the Net Available Proceeds (less, without duplication, costs, fees and L/C Issuer, Bank expenses payable to Coliseum) received by the Loan Parties from the Disposition of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, any real estate as Global Swing Line Lender and a prepayment of the other lenders from time to time party thereto Revolving Credit Loans then outstanding (the “Existing LendersMandatory Prepayment Covenant”). Pursuant to Section 6(c)(ii) of the Fourth Amendment, the Existing Lenders agreed Loan Parties are required to make extensions of credit pay any Net Available Proceeds (after paying the outstanding principal and other amounts owing under the Coliseum Agreement to Coliseum) from the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain sale of the Existing Lenders) have agreed (subject to owned real property at the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations Tulsa Facility (as defined in the Existing Fourth Amendment) to the Administrative Agent as a prepayment of the Revolving Credit AgreementLoans then outstanding (the “Tulsa Proceeds Covenant”). The Loan Parties acknowledge and agree that if not for the waiver provided for in Section 2 below, one or more existing or potential Defaults or Events of Default would have occurred and be continuing (collectively, the “Specified Defaults”) outstanding under as a result of (i) the Existing Borrowers’ failure to comply with (a) the Curtailment Covenants for the applicable payments due and owing on the Applicable Curtailment Dates occurring during the months ended August, 31, 2025, September 30, 2025, October 31, 2025 and November 30, 2025, (b) the Interest Payment Covenant for the Interest Payment Dates occurring during the months ended August, 31, 2025, September 30, 2025, October 31, 2025 and November 30, 2025, (c) the Mandatory Prepayment Covenant and the Tulsa Proceeds Covenant with respect the sale of the Tulsa Facility, (d) the minimum Liquidity covenant set forth in Section 6.19 of the Credit Agreement shall be governed by and deemed prior to be outstanding under the amended and restated terms and conditions contained Waiver End Date (as defined below), (e) the mandatory prepayment covenant set forth in this Agreement, with the intent that the terms of this Agreement shall supersede the terms Section 2.03.7 of the Existing Credit Agreement prior to the Waiver End Date, and (f) the maximum consigned vehicles covenant set forth in Section 6.20 of the Credit Agreement prior to September 26, 2025, (ii) the Borrowers’ representation under Section 3.19 of the Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on “Solvency Representation”) being false when made or deemed made prior to the Closing Date Waiver End Date, and (iii) any of the foregoing Defaults or arising (Events of Default resulting in the case of indemnification) defaults or cross defaults under the terms Knoxville mortgage in favor of the Existing Credit Agreement)First Horizon Bank. Furthermore, and in connection with the foregoing, the Company has The Loan Parties have requested that the Lenders provide a term loan facilityagree to temporarily waive the Specified Defaults and consent to the funding of the Cash Collateral Reserve (as defined below) with certain Tulsa Facility sale proceeds, and the undersigned Lenders have indicated their willingness agreed to lend under such a term loan facilitytemporary waiver and consent, in each case on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:.

PRELIMINARY STATEMENTS. Pursuant to the Third Amended and Restated Credit The Borrower has entered into that certain Transaction Agreement, dated as of February 6April 28, 2018 2014 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Transaction Agreement”), among the CompanyAlliant Techsystems Inc., Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto a Delaware corporation (the “Existing LendersATK”), the Existing Lenders agreed to make extensions of credit Borrower, Vista Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Orbital Sciences Corporation, a Delaware corporation (“Orbital”). Pursuant to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Transaction Agreement, and the Lenders (including certain ATK shall undertake a series of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement transactions on or prior to the Closing Date or arising pursuant to which the assets and liabilities of the Sporting Business (as defined in the case Transaction Agreement) and the equity interests of indemnification) certain direct and indirect Subsidiaries of ATK shall be contributed or otherwise transferred to the Borrower or its Subsidiaries (the “Contribution”), and the equity interests of the Borrower shall be distributed to the shareholders of ATK (the “Distribution”), immediately after which, the Borrower shall constitute a separate company (collectively, the “Spin-Off”). Immediately after the consummation of the Spin-Off, the Borrower will borrow certain amounts under the Facilities (as hereinafter defined) on the Closing Date on the terms and conditions provided herein. Immediately following the initial funding of the Existing Credit AgreementFacilities on the Closing Date, the Borrower shall pay a dividend to ATK (the “ATK Dividend”). Furthermore, and in connection Promptly following or substantially concurrently with the foregoingpayment of the ATK Dividend, Merger Sub will merge with and into Orbital on the Closing Date (the “Merger”), with Orbital being the surviving entity and becoming a wholly-owned Subsidiary of ATK. Accordingly, the Company Borrower has requested that the Lenders provide a term loan facilityrequested, and the Lenders have indicated their willingness agreed, to lend under such a term loan facility, on the terms and extend credit subject to the conditions set forth hereinherein in the form of (a) Term A Loans (as hereinafter defined) in an aggregate principal amount of $350,000,000 to the Borrower as provided herein and (b) Revolving Credit Loans (as hereinafter defined) in an aggregate principal amount of up to $400,000,000 to the Borrower as provided herein and ending on the Maturity Date (as hereinafter defined) of which, at any time, not more than (i) $100,000,000 in aggregate principal, notional or stated amount may be in the form of L/C Credit Extensions (as hereinafter defined) provided by the L/C Issuers (as hereinafter defined), and (ii) $25,000,000 in aggregate principal amount may be in the form of Swing Line Loans (as hereinafter defined) provided by the Swing Line Lenders (as hereinafter defined). In consideration of the mutual covenants and agreements herein containedcontained and subject to the satisfaction of the conditions set forth in Sections 4.01 and 4.02, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant Lessor and Integrated Living Communities of ▇▇▇▇▇▇▇▇, ▇.▇, a Delaware limited partnership ("Original Lessee") (successor by conversion to the Third Amended and Restated Credit AgreementIntegrated Living Communities of McKinney, dated as of February 6Inc., 2018 (as amended by a First Amendment to Third Amended and Restated Credit Delaware corporation) entered into that certain Lease Agreement dated as of November 7December 31, 20181996, which was amended by that certain First Amendment to Lease Agreement dated as of December 1, 1997, and which was further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Lease Agreement dated as of May 89, 20192002 (as amended, as further amended by the "Lease"), whereby Lessor agreed to lease to Original Lessee, and Original Lessee agreed to lease from Lessor, that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America assisted living facility located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ International Designated Activity Company▇▇▇▇▇, as Global Swing Line Lender more particularly described and defined in the other lenders from time to time party thereto Lease (the “"Leased Property"). A copy of the Lease is attached hereto as Exhibit "A". The Lease was assigned to Assignor by Original Lessee pursuant to that certain Assignment and Assumption of Lease Agreement (With Consent) dated as of May 9, 2002. Existing Lenders”Guarantor executed a Guaranty of Payment and Performance dated May 9, 2002 ("Existing Guaranty"), in favor of Lessor, guaranteeing Assignor's obligations under the Existing Lenders agreed Lease. Assignor now desires to assign to Assignee, and Assignee desires to accept the assignment of, any right, title or interest Assignor has in and to the Leased Property as lessee under the Lease, and Assignor and Assignee desire Lessor to, among other things, consent to such assignment and to make extensions of credit certain other agreements and statements, all pursuant to the Company and its Subsidiaries on the terms and conditions set forth thereinof this Assignment and Assumption of Lease Agreement (this "Agreement"). Emeritus is the sole shareholder of ESC ▇.▇. ▇▇, including making loans (INC., a Washington corporation, which is the “Existing Loans”) general partner of Assignee. Emeritus is required to make certain representations, warranties and agreements in this Agreement as a condition precedent to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms execution of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:by Lessor.

PRELIMINARY STATEMENTS. Pursuant to the Third Amended Agreement and Restated Credit Agreement, Plan of Merger dated as of February 6, 2018 the Closing Date (as amended hereinafter defined) (together with the related Certificate of Merger acknowledged by a First Amendment to Third Amended and Restated Credit Agreement dated as the Secretary of November 7State of the State of Delaware, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Datecollectively, the “Existing Credit Merger Agreement”)) between the Parent, among the Company, Bank of Americaand Main Street, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time Parent shall cause the Company to time party thereto acquire Main Street (the “Existing LendersAcquisition”), ) pursuant to a cash tender offer to purchase all of the Existing Lenders agreed to make extensions Main Street Stock (as hereinafter defined) not already held by the Parent. Immediately after the initial Borrowing of credit the Loans (each as hereinafter defined) is made to the Company and its Subsidiaries the Parent under this Agreement on the terms Funding Date (as hereinafter defined), after the consummation of the Acquisition, and conditions set forth therein, including making loans at the Merger Effective Time (as hereinafter defined) the Company shall be merged with and into Main Street (the “Existing LoansMerger”) with Main Street as the surviving corporation of such Merger. Immediately at the Merger Effective Time, Main Street will assume all of the obligations of the Company as a “Borrower” hereunder and under each and every other Loan Document, and each and every reference to “Company” or to “Borrower” in this Agreement or in any other Loan Documents shall, from and after the Merger Effective Time mean and include Main Street. The Parent and the Company have requested that in order to effectuate the Acquisition and the Merger, the Lenders lend to the Company and its Subsidiaries, and up to $35,000,000 to pay to the L/C Issuer agreed to issue Letters holders of Credit (the “Existing Letters of Credit”) to Main Street Stock other than the Company and its Subsidiaries on the terms Parent, a portion of the cash consideration for their shares of Main Street Stock, to pay transaction fees and conditions set forth thereinexpenses and to refinance certain Indebtedness of Main Street. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) Borrowers have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, facility and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to the Third Amended and Restated Credit Agreement, dated as of February 6December 21, 2018 2007 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Company, certain of the Company’s Subsidiaries, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C IssuerCitibank, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity CompanyN.A., as Global Swing Line Lender Syndication Agent, and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to The Borrowers have requested that the Third Amended and Restated Credit Agreement, dated Lenders under this Agreement as of February 6, 2018 the Closing Date (such agreement as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified in effect immediately prior to the Closing 2018 Refinancing Amendment Effective Date, the “Existing Credit Agreement”) extend credit to the Borrowers in the form of (i) Term B Loans (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below) on the Closing Date in an aggregate principal amount of $700,000,000 and (ii) Revolving Credit Commitments in an aggregate principal amount of $375,000,000. The Revolving Credit Commitments permit the making of Revolving Credit Loans, Swing Line Loans and the issuance of Letters of Credit from time to time. The proceeds of the Term B Loans, together with the proceeds of the Senior Notes, will bewere used by the Borrowers on the Closing Date to (i) repay in full all indebtedness outstanding under the Credit Agreement (other than any cashless settlement pursuant to Section 1.14, which shall be effected in accordance with the terms thereof), dated as of May 5, 2015, among the CompanyLead Borrower, Deutsche Bank of America, N.A.AG New York Branch, as Administrative administrative agent (the “Existing Agent”), U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders each lender from time to time party thereto (as amended, supplemented and/or modified from time to time in accordance with the terms thereof prior to the date hereof, and including all annexes and schedules thereto, the “Existing LendersExisting2015 Credit Agreement”)) and terminate and release all commitments, security interests and guarantees in connection therewith, it being understood that any Secured Hedge Agreements, Treasury Services Agreements, letters of credit, bank guarantees and similar accommodations outstanding under the Existing Lenders agreed to make extensions of credit Existing2015 Credit Agreement may remainremained outstanding to the Company extent continued under this Existing Credit Agreement Agreement as Existing Secured Hedge Agreements, Existing Treasury Services Agreements, or Existing Letters of Credit (as the case may be) or, in the case of such letters of credit, bank guarantees and its Subsidiaries similar accomodationsaccommodations that are not continued under this agreement as Existing Letters of Credit, otherwise cash collateralized or backstopped by one or more Letters of Credit issued on the terms Closing Date, (ii) either (x) redeem or repay in full all of the outstanding 6.750% Dollar Notes due 2022 and conditions set forth therein6.375% Euro Notes due 2022, including making loans in each case, issued under that certain indenture, dated as of May 5, 2015 (the “Existing LoansSenior Notes Indenture”), among the Lead Borrower, the Co-Borrower and The Bank of New York Mellon, acting through its London Branch, as trustee, as amended and/or supplemented from time to time in accordance with the terms thereof prior to the date hereof (the “Existing Senior Notes”) or (y) provide notice for the redemption or repayment of all of the Existing Senior Notes and deposit proceeds sufficient to redeem or repay in full the Company Existing Senior Notes (including any accrued and its Subsidiariesunpaid interest thereon and premium related thereto) with such trustee to satisfy and discharge the Existing Senior Notes Indenture, and, in each case terminate and release all commitments, security interests and guarantees in respect thereof (the actions under clauses (i) and (ii) above, the “Refinancing”) and (iii) pay the Transaction Expenses in connection with the foregoing. The applicableRevolving Credit Lenders are willing to lend and the L/C Issuer agreed is willing to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated , in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facilitycase, on the terms and subject to the conditions set forth herein. The Borrowers, the Administrative Agent and the Lenders party thereto have entered into that certain 2018 Refinancing Amendment (the “2018 Refinancing Amendment”), dated as of May 22, 2018, under which the 2018 Refinancing Term Loan Lenders are extending credit to the Borrowers in the form of 2018 Refinancing Term Loans (which constitute Refinancing Term Loans under Section 2.17 of the Existing Credit Agreement) in an original aggregate principal amount equal to $696,500,000.00. Pursuant to the 2018 Refinancing Amendment, the Administrative Agent, Holdings, Intermediate Holdings, the Borrowers and the 2018 Refinancing Term Loan Lenders have agreed to amend the Existing Credit Agreement as provided in this Agreement. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to The US Borrower has requested that the Third Amended and Restated Credit Agreement, dated as of February 6, 2018 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7be amended pursuant to Section 2.24 thereof to replace, 2018in full, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified all Term Loans outstanding immediately prior to the Closing Date, the “Existing Credit Agreement”), among the Company, Bank effectiveness of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto this First Amendment (the “Existing LendersTerm Loans”), the Existing Lenders agreed to make extensions ) with a replacement tranche of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making term loans (the “Existing Replacement Term Loans”) ), and which Replacement Term Loans shall have the same terms (other than to the Company and its Subsidiaries, and extent expressly provided otherwise in this First Amendment) under the L/C Issuer agreed to issue Letters of Credit Loan Documents as the Existing Term Loans. The Person identified as the “Replacement Term Lender” on Schedule A hereto (the “Existing Letters of CreditReplacement Term Lender”) (a) will be deemed to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant have irrevocably agreed to the terms of this Agreement, First Amendment and to have irrevocably committed to make the Lenders (including certain Replacement Term Loans to the US Borrower on the First Amendment Effective Date in the full amount set forth opposite the name of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; Replacement Term Lender on Schedule A hereto and (b) upon the Existing LoansFirst Amendment Effective Date, will make such Replacement Term Loans to the US Borrower. The aggregate proceeds of the Replacement Term Loans will be used to replace, in full, all Letters of Credit (including the Existing Letters of Credit) Term Loans and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreementpay related fees, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees costs and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. To accomplish the foregoing (a) the US Borrower, the Administrative Agent and the Replacement Term Lender are willing to amend the Credit Agreement pursuant to Section 2.24 thereof as set forth below (the Credit Agreement as amended hereby, the “Amended Credit Agreement”) and (b) the Replacement Term Lender is willing to provide the Replacement Term Loans, which will replace, in full, all Existing Term Loans, in each case, on the First Amendment Effective Date, on the terms and subject to the conditions set forth herein and in the Amended Credit Agreement. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant The Company, the other Loan Parties, the lenders party thereto as of the Amendment Effective Date, Citibank, N.A. as administrative agent, U.S. swingline lender and collateral agent, Citibank, N.A., London Branch, as European swingline lender, and ABN AMRO Bank, N.V., as L/C issuer, are party to the Third Amended and Restated that certain Credit Agreement, dated as of February 6December 20, 2018 2007 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Original Credit Agreement”), among pursuant to which the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender lenders thereunder made certain loans and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company Borrowers on the Original Closing Date. The Administrative Agent (as defined in the Original Credit Agreement) and the Loan Parties have determined pursuant to Section 10.01 of the Original Credit Agreement (including the second paragraph thereof) to amend and restate the Original Credit Agreement in its Subsidiaries entirety in order to make certain modifications to the Original Credit Agreement, in each case on and subject to the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety herein to read as set forth in this Agreement, and it has been agreed by them that the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended Loans and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all any Letters of Credit outstanding as of the Amendment Effective Date and other “Obligations” under the Original Credit Agreement (including the Existing Letters of Creditindemnities) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, Agreement with the intent that the terms of this Agreement shall supersede the terms of the Existing Original Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, thereto other than for accrued and unpaid fees and expenseswith respect to any action, and indemnification obligationsevent, if anyrepresentation, accrued and owingwarranty or covenant occurring, under the terms of the Existing Credit Agreement on made or applying prior to the Closing Date Amendment Effective Date), and all references to the Original Credit Agreement in any Loan Document or arising other document or instrument delivered in connection herewith or therewith shall be deemed to refer to this Agreement and the provisions hereof; provided that (1) the grants of security interests, Mortgages and Liens under and pursuant to the Loan Documents shall continue unaltered to secure, guarantee, support and otherwise benefit the Obligations of the Borrowers and the other Loan Parties under this Agreement and each other Loan Document shall continue in full force and effect in accordance with its terms except as expressly amended thereby or hereby, and the parties hereto hereby ratify and confirm the terms thereof as being in full force and effect and unaltered by this Agreement except as expressly amended thereby or hereby, (2) it is agreed and understood that this Agreement does not constitute a novation, satisfaction, payment or reborrowing of any Obligation under the Original Credit Agreement or any other Loan Document except as expressly modified by this Agreement, nor does it operate as a waiver of any right, power or remedy of any Lender or Agent under any Loan Document and (3) Section 9.11(b) of the Original Credit Agreement continues in full force and effect and shall extend to all obligations of the Loan Parties under the Original Credit Agreement as amended by this Agreement (other than, in relation to the applicability of the Collateral Documents governed by German, French, Italian and Spanish law, any amount of Obligations representing the difference in the case amount of indemnification) under interest on the terms of Loans based on the Existing Applicable Rate set forth herein and the Applicable Rate set forth in the Original Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Original Credit Agreement, and the Existing Original Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I to this Agreement. References in the Exhibits hereto to “the Agreement” refer to this Agreement, as amended, amended and restated, modified or supplemented from time to time. On the terms and subject to the Third conditions set forth herein, (i) the Seller desires to sell, transfer and assign receivables to the Purchaser, (ii) the Purchaser desires to acquire such receivables from time to time and (iii) the Servicer desire to service such receivables. Prior to the Closing Date, the Seller was a party to that certain Fifth Amended and Restated Credit Receivables Purchase Agreement, dated as of February 6December 15, 2018 2014 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7amended, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amendedrestated, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Prior Agreement”), among the CompanySeller, Bank of AmericaManitowoc, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Companyand certain other parties. In connection with the corporate restructuring of Manitowoc and certain of its Affiliates occurring on the Closing Date, as Global Swing Line Lender the Prior Agreement is being amended and restated on the date hereof to, among other things, remove the Seller from the Prior Agreement. In connection with the amendment and restatement of the Prior Agreement, pursuant to the Release Agreement, the Seller is (i) being released from certain obligations under the Prior Agreement and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations Transaction Documents (as defined in the Existing Credit Prior Agreement) outstanding under and (ii) assuming certain obligations that are set forth in the Existing Credit Release Agreement (such obligations, the “Assumed Obligations”). Notwithstanding the amendment and restatement of the Prior Agreement, (i) the Seller shall be governed by liable to the Purchaser, the Agent and deemed to be outstanding each other Indemnified Party and Affected Person for each of the Assumed Obligations, as if such Assumed Obligations were originally incurred hereunder and (ii) the security interest created under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede act as security for the terms of the Existing Credit Agreement (each of which shall hereafter Assumed Obligations until such Assumed Obligations have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (been paid in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:full.

PRELIMINARY STATEMENTS. Pursuant to The BV Borrower, SENSATA TECHNOLOGIES FINANCE, LLC, a Delaware limited liability company (the Third Amended “US Borrower” and Restated Credit Agreementtogether with the BV Borrower, dated as the “Borrowers”) and SENSATA TECHNOLOGIES INTERMEDIATE HOLDING B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of February 6the Netherlands, 2018 (as amended by have entered into a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 812, 20192011 (such agreement, as further it may hereafter be amended, amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amendedrestated, supplemented or otherwise modified prior from time to the Closing Datetime, being the “Existing Credit Agreement”) with the Lenders (as defined in the Credit Agreement), among the CompanyInitial L/C Issuer (as defined in the Credit Agreement), Bank of America, N.A., as Administrative Agent, U.S. the Initial Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, (as Global Swing Line Lender defined in the Credit Agreement) and the other lenders Administrative Agent (as defined in the Credit Agreement). The Borrowers and their Subsidiaries have entered into or may from time to time party thereto enter into lines of credit (committed or uncommitted) and other similar arrangements (the “Existing LendersBilateral Obligations”) with Lenders or their Affiliates and certain other financial institutions as initially set forth on Schedule XII of the Security Agreement and as such schedule may be amended from time to time upon written notice by the Borrowers to the applicable Lenders or Affiliates and certain other financial institutions (each, in such capacity, a “Bilateral Provider”), . Each Pledgor is the Existing Lenders agreed to make extensions owner of credit to the Company and its Subsidiaries on shares of stock or other Equity Interests (as defined in the terms and conditions set forth therein, including making loans Credit Agreement) (the “Existing LoansInitial Pledged Equity”) set forth opposite such Pledgor’s name on and as otherwise described in Part I of Schedule II hereto and issued by the Persons named therein and of the indebtedness (the “Initial Pledged Debt”) set forth opposite such Pledgor’s name on and as otherwise described in Part II of Schedule II hereto and issued by the obligors named therein. It is a condition precedent to the Company making of Loans by the Lenders and its Subsidiaries, and the issuance of Letters of Credit by the L/C Issuer agreed under the Credit Agreement and the entry into Secured Hedge Agreements by the Hedge Banks from time to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested time that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on Pledgors shall have granted the Company and its Subsidiaries pursuant to the terms of security interest contemplated by this Agreement, . Each Pledgor will derive substantial direct and indirect benefit from the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed transactions contemplated by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended Loan Documents and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (from each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:Bilateral Provider’s Bilateral Obligations.

PRELIMINARY STATEMENTS. Pursuant Bowater now owns, and from time to time hereafter will own, Receivables. Bowater wishes to sell to BAI and contribute to Lake Superior, Lake Superior wishes to contribute to BAI, and BAI wishes to sell and contribute to Buyer (each of Buyer, BAI and Lake Superior being sometimes hereinafter referred to as a "TRANSFEREE" with respect any such sale or contribution), all of their respective right, title and interest in and to all Receivables originated by Bowater from and after the Initial Cutoff Date through and including the Termination Date, together with the Related Security and Collections with respect thereto. In addition, BAI now owns, and from time to time hereafter will own, Receivables. BAI wishes to sell and contribute to Buyer, all of its right, title and interest in and to all Receivables originated by BAI from and after the Initial Cutoff Date through and including the Termination Date, together with the Related Security and Collections with respect thereto. Each of the parties hereto intends the transactions contemplated hereby to be true sales or true contributions by the applicable Seller to the Third Amended applicable Transferee of the Receivables originated or acquired (in each case, as applicable) by it, providing the applicable Transferee with the full benefits of ownership of such Receivables, and Restated Credit Agreementnone of the parties intends these transactions to be, dated as or for any purpose to be characterized as, loans from any of February 6, 2018 (as amended the Transferees to any of the Sellers. Buyer plans to finance its purchases of Receivables hereunder by a First Amendment to Third Amended and Restated Credit borrowing under that certain Loan Agreement dated as of November 7December 19, 2018, 2002 (as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders same may from time to time party thereto (the “Existing Lenders”)hereafter be amended, supplemented, restated or otherwise modified, the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”"LOAN AGREEMENT") to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that among (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and Buyer, as borrower, (b) Bowater, as initial servicer, (c) Three Pillars Funding Corporation, Blue Ridge Asset Funding Corporation, SunTrust Bank and Wachovia Bank, National Association (together with their respective successors and assigns, the Existing Loans"LENDERS"), all Letters of Credit (including d) SunTrust Capital Markets, Inc. and Wachovia Bank, National Association, as "CO-AGENTS," and (e) SunTrust Capital Markets, Inc., as administrative agent (in such capacity, together with its successor and assigns in such capacity, the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement"ADMINISTRATIVE AGENT" and, together with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoingCo-Agents, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:"AGENTS").

PRELIMINARY STATEMENTS. Pursuant The Borrower intends to the Third Amended (a) prepay and Restated Credit Agreement, dated as of February 6, 2018 (as amended by repay all amounts outstanding under its existing senior secured credit facility made pursuant to a First Amendment to Third Amended and Restated Credit Financing Agreement dated as of November 7December 11, 2018, 2012 (as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Datedate hereof, the “Existing Credit Agreement”), among OTG Management, Inc., OTG Consolidated Holdings, Inc., the CompanyBorrower, Bank of Americathe Guarantors party thereto, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto and Highbridge Principal Strategies, LLC, as administrative agent, and terminate all commitments thereunder, (b) prepay and repay all amounts outstanding under the existing senior secured notes issued pursuant to that certain Note Purchase Agreement dated as of December 11, 2012 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Note Purchase Agreement”), among the Borrower, the purchasers from time to time party thereto and Highbridge Principal Strategies, LLC, as collateral agent (clauses (a) and (b), collectively, the “Refinancing Transaction”), and (c) consummate an initial public offering of the common stock of the managing member of the Borrower in which such managing member will receive net proceeds of at least $375,000,000 (the “Existing LendersIPO Transaction”). The Borrower has requested that, substantially simultaneously with the consummation of the Refinancing Transaction and the IPO Transaction, the Existing Lenders agreed to make extensions of extend credit to the Company Borrower in the form of Initial Term Loans and its Subsidiaries Revolving Credit Loans on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth thereinFunding Date. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain proceeds of the Existing Lenders) have agreed (Initial Term Loans and, subject to the terms of this Agreementlimitations set forth herein, the Revolving Credit Loans shall be used on the Funding Date (i) to amend and restate fund the Existing Credit Agreement in its entirety to read Refinancing Transaction, (iii) for general corporate purposes (limited as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (aherein) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (biii) to pay the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth hereinTransaction Expenses. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to the Third Amended and Restated Credit Agreement, dated as of February 6October 29, 2018 2010 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the CompanyBorrowers, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders various financial institutions from time to time party thereto (collectively, the “Existing Lenders”)) and the Administrative Agent, the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries Borrowers on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth thereinBorrowers. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries Borrowers pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) Loans and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, provisions accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to the Third Amended and Restated Credit Agreement, dated as of February 6, 2018 (as amended by a The Borrower has previously entered into that certain First Amendment to Third Amended and Restated Lien Credit Agreement dated as of November 7April 20, 20182012 among PG Holdco, LLC, the Borrower (f/k/a PGA Holdings, Inc.), the several Lenders (as defined therein) and the Issuing Lenders (as defined therein) from time to time parties thereto, Barclays Bank PLC, as further amended by that certain Second Amendment to Third Amended administrative agent and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021collateral agent, and the syndication agents and documentation agents named therein (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof prior to the Closing Datedate hereof, the “Existing Credit Agreement”), among . The Borrower wishes to repay all Indebtedness of the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company Borrower and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries incurred pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, “Closing Date Refinancing”). In connection with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (Refinancing, the Borrower has requested that certain existing Lenders extend credit to the Borrower on the terms set forth herein in the case form of indemnification(1) under $185,000,000 of Term Loans and (2) $75,000,000 aggregate principal amount of Revolving Commitments on the terms Closing Date. The proceeds of the Existing Credit Agreement). FurthermoreTerm Loans and any Revolving Loans made on the Closing Date, together with the proceeds of cash on hand at the Borrower and its subsidiaries on the Closing Date, will be used on the Closing Date to, inter alia, (i) effect the Closing Date Refinancing, (ii) pay certain original issue discount or upfront fees in connection with the foregoing, Transactions and (iii) pay the Company has requested that the Lenders provide a term loan facility, and the Transaction Expenses. The applicable Lenders have indicated their willingness to lend under such a term loan facilitylend, and the Issuing Bank has indicated its willingness to issue Letters of Credit, in each case on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, entirety as follows:

PRELIMINARY STATEMENTS. Pursuant to Section 5.26 of the Third Amended and Restated Credit Agreement, dated as all of February 6the Camping World Asset Sales are required to be consummated on or before March 31, 2018 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by 2025. The Borrowers anticipate that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior the Camping World Asset Sales with respect to the Closing DateFacilities located in Council Bluffs, Iowa and Portland, Oregon (together, the “Existing Designated Closings”) will not be consummated (whether before, on or after March 31, 2025). Pursuant to Section 5.05 of the Credit Agreement, the Loan Parties are not required to pay the Construction Past-Due Payables until March 31, 2025 (the “Construction Payables Covenant Exception”). The Borrowers have negotiated extended payment terms with respect to the Construction Past-Due Payables owed to M2 Steel Systems, among LLC and T&J Construction, LLC (the Company“Specified Payables”). Pursuant to Section 5.09.3 of the Credit Agreement, Bank the Borrower Representative shall submit to the Administrative Agent certain financial statements of AmericaPubco Guarantor and its Subsidiaries as of the end of each Fiscal Year and with respect thereto, N.A., accompanied by an audit opinion thereon which shall not be subject to any “going concern” or like qualification or exception (a “Going Concern Qualification”). The Borrower Representative anticipates that the audit opinion that is delivered together with the financial statements of Pubco Guarantor and its Subsidiaries as Administrative Agent, U.S. Swing Line Lender of the end of the 2024 Fiscal Year and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party with respect thereto (the “Existing Lenders2024 Audit Opinion”) may include a Going Concern Qualification. The Borrowers have requested that the Required Lenders (i) waive the requirement under the Credit Agreement that Camping World Asset Sales with respect to the Designated Closings shall be consummated (whether before, on or after March 31, 2025), (ii) consent to the Existing extension of the deadline set forth in the Construction Payables Covenant Exception solely with respect to Specified Payables and (iii) consent to the delivery by the Borrower Representative of the 2024 Audit Opinion with a Going Concern Qualification, and the Required Lenders have agreed to make extensions of credit to the Company grant such waiver and its Subsidiaries consents on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:.

PRELIMINARY STATEMENTS. Pursuant Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the Third “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. The Seller (i) desires to sell, transfer and assign an undivided percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may, subject to the terms and conditions hereof, request that an LC Bank issue or cause the issuance of one or more Letters of Credit. This Agreement amends and restates in its entirety, as of the Restatement Date, the Second Amended and Restated Credit Receivables Purchase Agreement, dated as of February 6May 5, 2018 2017 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Datedate hereof, the “Existing Credit Prior Agreement”), among the CompanySeller, Bank of Americathe Servicer, N.A.the various conduit purchasers, related committed purchasers, LC participants and purchaser agents party thereto, and PNC, as Administrative Agentthe administrator. Notwithstanding the amendment and restatement of the Prior Agreement by this Agreement, U.S. Swing Line Lender (i) the Seller and L/C Issuer, Bank the Servicer shall continue to be liable to each of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Companythe Indemnified Parties and Affected Persons for the fees and expenses payable by the Seller and/or the Servicer, as Global Swing Line Lender applicable, which are accrued and unpaid under the other lenders from time to time party thereto Prior Agreement on the date hereof (collectively, the “Existing LendersPrior Agreement Outstanding Amounts”), the Existing Lenders agreed ) and all agreements to make extensions of credit indemnify such parties in connection with events or conditions arising or existing prior to the Company effective date of this Agreement and its Subsidiaries on (ii) the terms security interest in favor of the Administrator created under the Prior Agreement shall remain in full force and conditions set forth therein, including making loans (effect as security for such Prior Agreement Outstanding Amounts until such Prior Agreement Outstanding Amounts shall have been paid in full. Upon the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms effectiveness of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject each reference to the terms of Prior Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement. Nothing contained herein, and it has been agreed by the parties unless expressly herein stated to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed contrary, is intended to extend to the Borrowers under the Existing Credit Agreement shall be extended amend, modify or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loansotherwise affect any other instrument, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on document or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and agreement executed and/or delivered in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth hereinPrior Agreement. In consideration of the mutual agreements, provisions and covenants and agreements herein containedcontained herein, the sufficiency of which is hereby acknowledged, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to the Third Amended and Restated Credit Agreement, dated as of February 6, 2018 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the CompanyThe Borrower, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Issuing Lender and L/C IssuerSwingline Lender, Bank certain financial institutions in their capacities as lenders and certain other agents are parties to the Credit Agreement dated as of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity CompanyDecember 20, 2002 (as Global Swing Line Lender amended by Amendment No. 1 dated as of March 19, 2003, Amendment No. 2 dated as of April 23, 2003 and Amendment No. 3 dated as of January 30, 2004, the other lenders from time to time party thereto "Existing Credit Agreement"). The Borrower is also the issuer of (a) $450,000,000 in aggregate principal amount of 8-5/8% Senior Subordinated Notes due 2012 (the “"Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”Subordinated Notes") to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries issued pursuant to the terms Supplement Indenture dated as of this AgreementDecember 20, 2002 (the "Existing Subordinated Notes Indenture") among SKF Foods Inc. (a Delaware corporation and the Lenders (including certain of the Existing Lenders) have agreed (subject predecessor in interest to the terms Borrower), as Issuer, Holdings and certain other guarantors party thereto and The Bank of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read New York, as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; Trustee and (b) $300,000,000 in aggregate principal amount of 9 1/4% Senior Subordinated Notes due 2011 (the Existing Loans"Prior Subordinated Notes") pursuant to the Indenture dated as of May 15, all Letters of Credit 2001 (including the Existing Letters of Credit"Prior Subordinated Notes Indenture") among the Borrower, as Issuer, Holdings and certain other Obligations (guarantors party thereto and Deutsche Bank Trust Company Americas, formerly known as defined Bankers Trust Company, as Trustee. Pursuant to the Indenture in the Existing Credit Agreementform of Exhibit K hereto to be dated as of the date hereof (the "New Subordinated Notes Indenture") among the Borrower, the guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, the Borrower intends to issue up to $250,000,000 in aggregate principal amount of 6-3/4% Senior Subordinated Notes due 2015 (the "New Subordinated Notes"). Concurrently therewith, the Borrower wishes to enter into a new senior secured credit facility, the proceeds of which will be used (a) to refinance all amounts outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, (b) in part, together with the intent that the terms of this Agreement shall supersede the terms proceeds of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties theretoNew Subordinated Notes, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms to redeem all or substantially all of the Existing Credit Agreement on or prior to the Closing Date or arising Prior Subordinated Notes and (in the case of indemnificationc) under the terms for ongoing working capital and other general corporate purposes of the Existing Credit Agreement)Borrower and its Subsidiaries. Furthermore, and in connection with the foregoing, the Company The Borrower has requested that the Lenders provide a $350,000,000 revolving credit facility, a $450,000,000 term loan A facility and a $150,000,000 term loan B facility, and the Lenders have indicated their willingness to lend under such a term loan facilityand the L/C Issuer has indicated its willingness to so issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to the Third Amended Contribution and Restated Credit Agreement, dated as of February 6, 2018 Distribution Documents (as amended by a First Amendment hereinafter defined), Cardinal Health, Inc. (“Cardinal Health”) (a) will transfer to Third Amended the Borrower stock of certain entities holding certain assets, liabilities and Restated Credit Agreement dated as operations of November 7, 2018the clinical and medical products businesses of Cardinal Health, as further amended by that well as other certain Second Amendment related miscellaneous assets and liabilities (the “Contribution”) and (b) will distribute at least 80% of the outstanding shares of the common stock of the Borrower (the “Company Stock”) to Third Amended Cardinal Health’s shareholders (the “Distribution” and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to together with the Closing DateContribution, the “Existing Credit AgreementSeparation”), among the Company, Bank of America, N.A.respectively, as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, detailed in the Form 10 (as Global Swing Line Lender and hereinafter defined) filed by the other lenders Borrower with the SEC (as hereinafter defined). The Borrower has requested that from time to time party thereto (the “Existing Lenders”)time, the Existing Lenders agreed to make extensions of revolving credit loans to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, Borrower and the L/C Issuer agreed issue letters of credit for the account of the Borrower. It is a condition to issue Letters the obligations of Credit the Lenders to extend credit under this Agreement that, among other conditions, the Separation is consummated pursuant to the Contribution and Distribution Documents and the Borrower shall have received proceeds in the aggregate principal amount of up to $1,400,000,000, which may be funded under a bridge loan facility pursuant to the Bridge Loan Agreement (as hereinafter defined) (the “Existing Letters of CreditBridge Loan”) ), which shall be used for the payment to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain Cardinal Health of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations Special Distribution (as defined in the Existing Credit Agreementhereinafter defined) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms required for consummation of the Existing Credit Agreement (each Separation. In furtherance of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company Borrower has requested that the Lenders provide a term loan revolving credit facility, and the Lenders have indicated their willingness to lend under such a term loan facilityand the L/C Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to The Borrower and the Third Amended and Restated Parent, have entered into a First Lien Security Agreement dated May 31, 2007 (the “Existing Security Agreement”) securing the obligations of Borrower under that certain Credit Agreement, Agreement dated as of February 6May 31, 2018 2007 (the “Existing Credit Agreement”) among the Borrower, the Parent, the lenders and financial institutions from time to time party thereto, and GE Business Financial Services, Inc., as Administrative Agent. The parties thereto have amended by a First Amendment and restated the Existing Credit Agreement pursuant to Third the Amended and Restated Credit Agreement dated as of November 7the date hereof (as amended, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amendedrestated, supplemented or otherwise modified prior from time to the Closing Datetime, the “Existing Credit Agreement”), ) among the CompanyBorrower, Bank of Americathe Parent, N.A.the Lenders party thereto, as Administrative Agent, U.S. Swing Line Lender and the Initial L/C Issuer, Bank the Initial Swing Line Lender, the Administrative Agent, and GE Capital Markets, Inc. and Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity CompanySecurities, LLC, as Global Swing Line Lender Co-Lead Arrangers and as Co-Book Runners. Each Grantor is the other lenders from time to time party thereto owner of the indebtedness (the “Existing LendersInitial Pledged Debt”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions ) set forth opposite such Grantor’s name on and as otherwise described in Schedule I hereto and issued by the obligors named therein, including making loans . Each Grantor is the owner of the deposit accounts (the “Existing LoansPledged Deposit Accounts”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit securities accounts (the “Existing Letters of CreditPledged Securities Accounts”) set forth opposite such Grantor’s name on Schedule II hereto. The Borrower will be the owner of an account to be opened at the request of the Collateral Agent (the “Collateral Account” and, together with the Pledged Deposit Accounts and the Pledged Securities Accounts, the “Pledged Accounts”). The Grantors own the other Collateral described below. It is a condition precedent to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain effectiveness of the Existing Lenders) have agreed (subject to the terms amendment and restatement of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders Grantors shall have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms the Existing Security Agreement and conditions contained in granted the security interest contemplated by this Agreement; . Each Grantor will derive substantial direct and (b) indirect benefit from the Existing Loans, all Letters of Credit (including transactions contemplated by the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:Loan Documents.

PRELIMINARY STATEMENTS. The Borrower has requested that upon satisfaction (or waiver) of the conditions precedent set forth in Article IV, the Lenders extend credit to the Borrower in the form of $345,000,000 of Initial Term Loans. Pursuant to the Third Amended and Restated Credit Acquisition Agreement, dated as the Borrower will acquire (the “Acquisition”) from the WCG Holdco IV LLC, a Delaware corporation (the “Seller”) all of February 6Seller’s right title and interest in and to all of its equity interests in each WCG Holdings IV Inc., 2018 a Delaware corporation (as amended by “Holdings IV”) and WCG Market Intelligence & Insights Inc., a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7Delaware corporation (“WCG Market Intelligence” and, 2018together with Holdings IV, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented the “Acquired Business”). On or otherwise modified prior to the Closing Date, the Sponsors, Co-Investors and Company Persons will, directly or indirectly make the Minimum Equity Contribution. On the Closing Date, the Borrower will enter into the First Lien Credit Agreement pursuant to which First Lien Lenders will extend credit to the Borrower in the form of $920,000,000 of first lien term loans and $125,000,000 of revolving commitments on the Closing Date, in each case, as first lien secured credit facilities. On the Closing Date, the Borrower will repay or cause to be repaid all outstanding Indebtedness under, terminate any commitments under, and cause to be released any Liens securing obligations under (the “Existing Closing Date Refinancing”) (i) that certain First Lien Credit Agreement”), dated as of October 21, 2016, by and among the CompanySeller, Bank certain affiliates of Americathe Seller as borrowers thereto, N.A.certain affiliates of the Seller as guarantors party thereto, as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto and ▇▇▇▇▇ Capital Markets LLC, as administrative agent (as amended, restated, amended and restated from time to time), and (ii) that certain Second Lien Credit Agreement, dated as of August 15, 2016, by and among the Seller, certain affiliates of the Seller as borrowers thereto, certain affiliates of the Seller as guarantors party thereto, the lenders from time to time party thereto, and Guggenheim Corporate Funding, LLC as administrative agent (as amended, restated, amended and restated from time to time) (collectively, the “Existing LendersIndebtedness”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that proceeds of the Existing Credit Agreement Loans will be amended used to finance the Transactions, for working capital and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of other purposes permitted by this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth any event in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, accordance with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement)Section 6.16. Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the The applicable Lenders have indicated their willingness to lend under such a term loan facility, make Loans on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant The Borrower, the lenders party thereto (the “Original Lenders”), the Administrative Agent, PNC Bank, National Association and Guaranty Bank, as co-documentation agents and Union Bank of California, N.A., as syndication agent, were parties to the Third Amended and Restated Credit Agreement, a credit agreement dated as of February 6July 1, 2018 2004 (as amended by prior to the First Restatement Effective Date, the “Original Credit Agreement”), pursuant to which the Original Lenders made available to the Borrower a $175,000,000 revolving credit facility in accordance with the terms and conditions thereof; The Borrower, the lenders party thereto (the “First Amendment Restatement Lenders”), the Administrative Agent, PNC Bank, National Association and Guaranty Bank, as co-documentation agents, and Union Bank of California, N.A. and Compass Bank, as co-syndication agents, are parties to Third Amended an amended and Restated Credit Agreement restated credit agreement dated as of November 7March 14, 20182008 (as amended, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amendedrestated, supplemented or otherwise modified prior to the Closing Second Restatement Effective Date, the “Existing Restated Credit Agreement”), among pursuant to which the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing First Restatement Lenders agreed to make extensions of credit made available to the Company and its Subsidiaries on Borrower a $175,000,000 revolving credit facility in accordance with the terms and conditions set forth therein, including making loans thereof (the “Existing First Restatement Loans”) to the Company ); The Administrative Agent and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) First Restatement Lenders wish to amend and restate the Existing Restated Credit Agreement in its entirety to read as set forth (i) increase the aggregate commitments in this Agreementthe Restated Credit Agreement to be used for working capital, capital expenditures, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit other lawful corporate purposes (including the Existing Permitted Acquisitions and Letters of Credit) and (ii) modify certain other Obligations (terms applicable to the First Restatement Loans as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed more fully set forth herein to be outstanding under effective as of the amended and restated terms and conditions contained in this Agreement, with Second Restatement Effective Date; It is the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant that this Agreement not constitute a novation of the obligations and agree to amend and restate liabilities of the Existing parties under the Original Credit Agreement or the Restated Credit Agreement, and that this Agreement amend and restate in its entirety the Existing Restated Credit Agreement and re-evidence the Obligations outstanding on the Second Restatement Effective Date as contemplated hereby; and It is hereby amended the intent of the parties hereto to confirm that all obligations and restated in its entiretyliabilities of the parties under the other Loan Documents, as follows:amended hereby, shall continue in full force and effect.

PRELIMINARY STATEMENTS. Pursuant to The Borrowers, MVWC, the Third Amended Lenders, and Restated the Administrative Agent have heretofore entered into that certain Credit Agreement, dated as of February 6August 31, 2018 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Datedate hereof, the “Existing Credit Agreement”), among and as the Companysame may be further amended, Bank of Americasupplemented, N.A., as Administrative Agent, U.S. Swing Line Lender amended and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders restated or otherwise modified from time to time party thereto time, the “Credit Agreement”). The Borrowers have requested that the Lenders holding Initial Term Loans (collectively, the “Existing Term Lenders”), among other things, modify the Existing Lenders agreed to make extensions of credit interest rates applicable to the Company and its Subsidiaries Initial Term Loans outstanding under the Credit Agreement, which modifications shall be effected by the exchange of Initial Term Loans for Refinancing Term Loans otherwise having, except as otherwise provided in this Agreement, the same terms as the Initial Term Loans, on the terms and conditions set forth thereinherein. Each Existing Term Lender executing and delivering a commitment (a “Refinancing Term Loan Commitment”) in substantially the form attached as Exhibit A hereto (or such other form as the Administrative Agent may approve) and electing the cashless settlement option therein (each such Lender in such capacity, including making loans (a “Converting Lender” and, together with each other Person executing and delivering a Refinancing Term Loan Commitment, the “Existing LoansRefinancing Lenders”) shall be deemed to have exchanged the Company and aggregate outstanding amount of its Subsidiaries, and Initial Term Loans (or such lesser amount as the L/C Issuer agreed to issue Letters Lead Arrangers may allocate in connection with the syndication of the Refinancing Term Loans) under the Credit Agreement for an equal aggregate principal amount of 2019 Refinancing Term Loans (as defined below) under the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth thereinCredit Agreement. The Company has Borrowers have requested that the Existing Credit Agreement be amended and restated in its entirety Lenders consent to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties other modifications to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than provided for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual premises and agreements, provisions and covenants and agreements herein contained, the parties hereto hereby covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to the Third Amended The Borrower has entered into that certain Separation and Restated Credit Distribution Agreement, dated as of February 6September 22, 2018 2016 (the “Transaction Agreement”), between the Borrower and Honeywell International Inc., a Delaware corporation (“Honeywell”). Pursuant to the Transaction Agreement, Honeywell shall undertake a series of transactions pursuant to which the assets and liabilities of the AdvanSix Business (as amended by a First Amendment defined in the Transaction Agreement) and the equity interests of certain direct and indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021the Borrower or its Subsidiaries (the “Contribution”), and the equity interests of the Borrower shall be distributed to the shareholders of Honeywell (the “Distribution”), immediately after which, the Borrower shall constitute a separate company (collectively, the “Spin-Off”). Prior to the consummation of the Spin-Off, the Borrower will borrow certain amounts under the Facilities (as further amended, supplemented or otherwise modified prior to hereinafter defined) on the Closing Date on the terms and conditions provided herein. Following the initial funding of the Facilities on the Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time Borrower shall pay a dividend to time party thereto Honeywell (the “Existing LendersHoneywell Dividend”). Accordingly, the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company Borrower has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facilityrequested, and the Lenders have indicated their willingness agreed, to lend under such a term loan facility, on the terms and extend credit subject to the conditions set forth hereinherein in the form of (a) Term A Loans (as hereinafter defined) in an aggregate principal amount of $270,000,000 to the Borrower as provided herein and (b) Revolving Credit Loans (as hereinafter defined) in an aggregate principal amount of up to $155,000,000 to the Borrower as provided herein and ending on the Maturity Date (as hereinafter defined) of which, at any time, not more than (i) $25,000,000 in aggregate principal, notional or stated amount may be in the form of L/C Credit Extensions (as hereinafter defined) provided by the L/C Issuers (as hereinafter defined), and (ii) $20,000,000 in aggregate principal amount may be in the form of Swing Line Loans (as hereinafter defined) provided by the Swing Line Lenders (as hereinafter defined). In consideration of the mutual covenants and agreements herein containedcontained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant The Borrower, Holdings, the lenders party thereto from time to time (the Third Amended “Lenders”), the Administrative Agent and Restated the other parties thereto have entered into that certain First Lien Credit Agreement, dated as of February 6April 1, 2018 2014 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Incremental First Lien Term Commitments Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 1727, 2021, 2016 and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto (prior to the date hereof, the “Existing LendersCredit Agreement;” the Credit Agreement, as amended by this Amendment and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time after the date hereof, is herein referred to as the “Amended Credit Agreement”; capitalized terms used (including in the preamble and preliminary statements hereto) but not defined herein shall have the meanings assigned to such terms in the Credit Agreement). Pursuant to and in accordance with Section 2.12 of the Credit Agreement, the Existing Lenders agreed Borrower may request from time to make extensions time Incremental First Lien Term Commitments. The Borrower has notified the Administrative Agent of credit its request for an Incremental First Lien Term Commitment in an aggregate principal amount equal to the Company and its Subsidiaries $577,615,812.50 on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, Amendment. The Administrative Agent and it has been agreed by the parties Borrower have determined that the Incremental First Lien Term Commitments Effective Date with respect to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement such Incremental First Lien Term Commitment shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations Second Amendment Effective Date (as defined below). Pursuant to Section 2.12(d) of the Credit Agreement, an Incremental First Lien Term Commitments Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the Existing opinion of the Administrative Agent, to effect the provisions of Section 2.12 of the Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to The Borrower, the Third Amended Guarantors, Bank of America, as administrative agent and Restated Credit Agreementcollateral agent and the other lenders, swing line lenders and letter of credit issuers party thereto entered into a credit agreement dated as of February 6January 30, 2018 2012 (as amended, restated, amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amendedrestated, supplemented or otherwise modified prior to the Closing Datedate hereof, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company Borrower has requested that the applicable Lenders extend credit to the Borrower on the Restatement Effective Date in the form of term loans in an initial aggregate principal amount of $650,000,000. The proceeds of the term loan borrowings hereunder will bewere used (i) to repay in full the existing term loans and any accrued interest and fees of the Borrower under the Existing Credit Agreement be amended and restated in its entirety (ii) to become effective and binding on finance the Company and its Subsidiaries acquisition through one of the Borrower’s wholly owned subsidiaries (the “Acquisition”) of certain assets of Lafarge North America Inc. (the “Seller”) pursuant to the terms Asset Purchase Agreement, dated as of this April 16, 2015 (the “Acquisition Agreement”), by and between Continental Cement Company, L.L.C., a Delaware limited liability company, and indirect wholly owned subsidiary of the Borrower, and the Lenders (including certain Seller, in each such case, simultaneously herewith. Subject toUpon the satisfaction of the Existing Lenders) conditions set forth in Section 4.01 hereof on the Restatement Effective Date, the parties hereto as of the Restatement Effective Date have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in the form of this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the applicable Lenders have indicated their willingness to lend under such a term loan facilityand the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. The Borrower has further requested that on the Amendment No. 2 Effective Date, all Restatement Effective Date Term Loans be converted to New Term Loans or be prepaid from the proceeds of newly funded New Term Loans and/or cash on hand of the Borrower. Subject toUpon the satisfaction of the conditions set forth in Section 3 of Amendment No. 2, the parties thereto have agreed to lend New Term Loans and/or convert their Restatement Effective Date Term Loans into New Term Loans, in each case, on the terms and subject to the conditions set forth therein and herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to the Third Amended and Restated Credit terms of (i) the Censeo Acquisition Agreement, dated as of February 6on the Closing Date Buyer 2, 2018 through its subsidiary, Chloe Merger Sub, LLC, will acquire Censeo Health LLC (as amended by a First Amendment to Third Amended “Censeo”) and Restated Credit Agreement dated as of November 7its subsidiaries and (ii) the Advance Acquisition Agreement, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to on the Closing Date, Buyer 1, through its indirect subsidiary, Ox Merger Sub, LLC, will acquire Drynachan, LLC (“Advance”) and its subsidiaries (collectively, the “Existing Credit AgreementAcquisitions”). Prior to the Closing Date (x) 100% of the equity interests of Buyer 1, among shall be transferred to Chloe Ox Intermediate 2, LLC, (y) Chloe Ox Intermediate 2, LLC shall contribute 100% of the Companyequity interests of Buyer 2 to Buyer 1, Bank upon the occurrence of Americawhich Buyer 1 shall be the direct parent of Buyer 2 and (z) Buyer 1 shall transfer 100% of the equity interests of Ox Merger Sub, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank LLC to Buyer 2. To fund a portion of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto (transactions contemplated by the “Existing Lenders”)Acquisition Agreements, the Existing Lenders agreed to make extensions of credit to the Company Sponsor and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit other investors (including the Existing Letters of CreditManagement Investors) and other Obligations (as defined will contribute an amount in cash equity contributions, directly or indirectly, to the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this AgreementBorrower, which equity, when combined with the intent that the terms of this Agreement shall supersede the terms equity of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties theretoManagement Investors that will be retained, other than for accrued and unpaid fees and expenses, and indemnification obligationsrolled over or converted, if any, accrued and owing, under the terms shall be no less than 40.0% of the Existing Credit Agreement total consolidated pro forma debt and equity of the Borrower and its subsidiaries on or prior to the Closing Date after giving effect to the Transactions (but without giving effect to any loans borrowed hereunder on the Closing Date to fund any working capital needs) (such contribution and the retention, rollover or arising (in conversion, collectively, the case of indemnification) under the terms of the Existing Credit Agreement“Equity Contribution”). Furthermore, and in connection with To consummate the foregoingTransactions, the Company Borrower has requested that the Lenders provide extend credit in the form of (a) Term Loans on the Closing Date in an aggregate principal amount equal to $260,000,000 and (b) a term loan facilityRevolving Credit Facility in an aggregate amount of $35,000,000 in each case, and the subject to increase as provided herein. The applicable Lenders have indicated their willingness to lend under such a term loan facilityand each L/C Issuer has indicated its willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to the Third Amended and Restated Credit Agreement, dated as of February 6August 31, 2018 2009 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Company, certain of the Company’s Subsidiaries, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. The City of Lawrence, Kansas (the "City") created the Downtown 2000 TIF District (the "District"), as set forth in that certain Agreement for Construction of Parking Garage and Concerning Downtown Development dated September 18, 2000 between the City and 9-10, L.C., a Kansas limited liability company ("9-10"). Borrower purchased certain property described on Exhibit A attached hereto ("Property"), within the District from 9-10 and incurred certain costs and expenses in connection with the construction of public infrastructure and other improvements to the Property (the "Project"). Pursuant to the Third Amended and Restated Credit Agreement, dated as terms of February 6, 2018 (as amended by a First Amendment to Third Amended and Restated Credit that certain Incentive Agreement dated as of November 7April 4, 20182012, as further amended by that certain Second Amendment between the City and the Borrower (the "Incentive Agreement"), the City agreed to Third reimburse the Borrower for such costs and expenses related to the Project. Lender and Borrower are parties to a Amended and Restated Credit Business Loan Agreement dated of even date (as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented restated or otherwise modified prior from time to the Closing Datetime, the “Existing Credit "Loan Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇") pursuant to which ▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Companymade a term loan to Borrower in the original principal amount of $8,300,000 (the "Loan"), which Loan is evidenced by that certain Amended and Restated Promissory Note dated of even date herewith, executed by Borrower and payable to Lender in the original principal amount of the Loan (as Global Swing Line Lender and the other lenders amended, restated, extended, renewed or modified from time to time party thereto (the “Existing Lenders”)time, the Existing Lenders agreed to make extensions of credit "Note"). As a condition to the Company extension of the Loan, Lender requires that Borrower assign its rights under the Incentive Agreement and its Subsidiaries on the terms other documents and conditions set forth therein, including making loans (the “Existing Loans”) agreements relating thereto to Lender with respect to the Company and its Subsidiaries, and Property and/or the L/C Issuer agreed Project to issue Letters be exercised by Lender in the event of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers Borrower's default under the Existing Credit Loan Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations Loan Documents (as defined in the Existing Credit Loan Agreement) outstanding under and that Borrower certify as to certain matters respecting the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Incentive Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no all as further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of Unless otherwise noted below, capitalized terms used in this Agreement but not defined in this Agreement shall have the mutual covenants and agreements herein contained, meanings ascribed to them in the parties hereto covenant and agree to amend and restate the Existing Credit Loan Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:.

PRELIMINARY STATEMENTS. Pursuant to This Agreement amends and restates in its entirety, as of the Third Restatement Date (as defined below), the Amended and Restated Credit Receivables Purchase Agreement, dated as of February 6January 9, 2018 2024 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7amended, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amendedrestated, supplemented or otherwise modified prior to the Closing Restatement Date, the “Existing Credit Prior Agreement”), among each of the Companyparties hereto. Upon the effectiveness of this Agreement, Bank the terms and provisions of Americathe Prior Agreement shall, N.A.subject to this paragraph, be superseded and replaced by the terms and provisions of this Agreement in their entirety. Notwithstanding the amendment and restatement of the Prior Agreement by this Agreement, (i) the Seller and Servicer shall continue to be liable to Agent and any other Seller Indemnified Party, Servicer Indemnified Party or Secured Parties (as Administrative Agentsuch terms are defined in the Prior Agreement) for all Seller Obligations (as such term is defined in the Prior Agreement), U.S. Swing Line Lender fees and L/C Issuerexpenses which are accrued and unpaid under the Prior Agreement on the Restatement Date (collectively, Bank the “Prior Agreement Outstanding Amounts”) and all agreements to indemnify and pay any costs to such parties in connection with events or conditions arising or existing prior to the Restatement Date, and nothing contained in this amendment and restatement shall constitute payment of, or impair or limit cancel or extinguish, or constitute a novation in respect of, any of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Companythe Prior Agreement Outstanding Amounts or such other obligations, liabilities or indemnifications evidenced by or arising under the Prior Agreement and all such Prior Agreement Outstanding Amounts and such other obligations, liabilities or indemnifications shall constitute Seller Obligations under this Agreement and (ii) the liens and security interests created under the Prior Agreement shall not in any manner be impaired, limited or terminated and shall remain in full force and effect as Global Swing Line Lender security for the Prior Agreement Outstanding Amounts and all other Seller Obligations. Upon the effectiveness of this Agreement, each reference to the Prior Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Prior Agreement. The Transferor has acquired, and will acquire from time to time, Receivables from the other lenders Originators pursuant to the Purchase and Sale Agreement. The Seller has acquired, and will acquire from time to time, Receivables from the Transferor pursuant to the Sale and Contribution Agreement. The Seller has requested that the Investors make Investments from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries Seller on the terms and conditions set forth thereinterms, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein, secured by, among other things, the Receivables. In consideration of the mutual agreements, provisions and covenants and agreements herein containedcontained herein, the sufficiency of which is hereby acknowledged, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to This Agreement amends and restates in its entirety, as of the Closing Date, the Third Amended and Restated Credit Receivables Purchase Agreement, dated as of February 6October 5, 2018 2016 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7amended, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amendedrestated, supplemented or otherwise modified prior to the Closing Datedate hereof, the “Existing Credit Prior Agreement”), among each of the Companyparties hereto. Upon the effectiveness of this Agreement, Bank the terms and provisions of Americathe Prior Agreement shall, N.A.subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Prior Agreement by this Agreement, (i) the Borrower and Servicer shall continue to be liable to PNC, Regions and any other Borrower Indemnified Party, Servicer Indemnified Party or Affected Person (as Administrative Agentsuch terms are defined in the Prior Agreement) for fees and expenses which are accrued and unpaid under the Prior Agreement on the date hereof (collectively, U.S. Swing Line Lender the “Prior Agreement Outstanding Amounts”) and L/C Issuerall agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Prior Agreement shall remain in full force and effect as security for such Prior Agreement Outstanding Amounts until such Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Companyeach reference to the Prior Agreement in any other document, as Global Swing Line Lender instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other lenders instrument, document or agreement executed and/or delivered in connection with the Prior Agreement. The Borrower has acquired, and will acquire from time to time, Receivables from the Transferor pursuant to the Sale and Contribution Agreement. The Transferor has acquired, and will acquire from time to time, Receivables from the Originator(s) pursuant to the Purchase and Sale Agreement. The Borrower has requested (a) that the Lenders make Loans from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company Borrower and its Subsidiaries on (b) the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed LC Bank to issue Letters of Credit (for the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain account of the Existing Lenders) have agreed (subject Borrower from time to the terms of this Agreement) to amend and restate the Existing Credit Agreement time, in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facilitycase, on the terms terms, and subject to the conditions set forth herein, secured by, among other things, the Receivables. In consideration of the mutual agreements, provisions and covenants and agreements herein containedcontained herein, the sufficiency of which is hereby acknowledged, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. The Borrower was organized by Holdings to acquire control of GFA Holdings, Inc., a Delaware corporation (the “Company”). Pursuant to the Third Amended and Restated Credit AgreementMerger Agreement dated September 25, dated as of February 6, 2018 2006 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified in accordance with its terms, to the extent permitted in accordance with the Loan Documents (as hereinafter defined), the “Merger Agreement”) among Holdings, the Borrower, the Company and TSG4 L.P., in its individual capacity and as representative of the existing shareholders of the Company, the Borrower has agreed to consummate a merger (the “Merger”) with the Company in which the Company will be the surviving corporation. Immediately thereafter, the Company will merge (the “Opco Merger”) with its wholly-owned subsidiary GFA Brands, Inc., a Delaware corporation (the “Operating Subsidiary”), with the Operating Subsidiary being the surviving corporation (the “Surviving Corporation”). The Borrower has requested that (a) immediately upon the consummation of the Merger, the Lenders lend to the Surviving Corporation up to $120,000,000 to pay to the holders of the Company’s stock immediately prior to the Closing Date, Merger the cash consideration for their shares in the Merger (the “Existing Credit AgreementMerger Consideration”), among to pay transaction fees and expenses, to fund an escrow account (the Company, Bank “Bonus Escrow Account”) for the future payment of America, N.A., the Bonus Payments (as Administrative Agent, U.S. Swing Line Lender hereinafter defined) and L/C Issuer, Bank to refinance (the “Refinancing”) certain Indebtedness of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender the Company set forth on Schedule I and the other lenders (b) from time to time party thereto (the “Existing Lenders”)time, the Existing Lenders agreed to make extensions of credit lend to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, Borrower and the L/C Issuer agreed to (as hereinafter defined) issue Letters of Credit (as hereinafter defined) for the account of the Borrower to provide a revolving credit facility for the Borrower and its Subsidiaries (as hereinafter defined). Simultaneously herewith, (a) Holdings will issue and sell, pursuant to the Securities Purchase Agreement dated as of September 25, 2006 (as amended, supplemented or otherwise modified in accordance with its terms, to the extent permitted in accordance with the Loan Documents (as hereinafter defined) the “Existing Letters Securities Purchase Agreement”), 14,410,188 shares of Creditcommon stock and 15,388,889 shares of Series A Convertible Preferred Stock (the “Preferred Stock”) to the Company and its Subsidiaries persons listed on Schedule II (the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders“Equity Investors”) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including Borrower is entering into the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Second Lien Credit Agreement (each as hereinafter defined) pursuant to which the Borrower will incur $40,000,000 in principal amount of senior secured second lien loans the proceeds of which shall hereafter have no further effect upon will be used to pay the parties theretoMerger Consideration, other than for accrued and unpaid to pay transaction fees and expenses, expenses and indemnification obligations, if any, accrued and owing, under to consummate the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement)Refinancing. Furthermore, and in connection with the foregoing, the Company The Borrower has requested that the Lenders provide a revolving credit facility and a term loan B facility, and the Lenders have indicated their willingness to lend under such a term loan facilityand the L/C Issuer has indicated its willingness to so issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant The Borrowers (other than Texoma Healthcare System Receivables, L.L.C.), the Collection Agent, the Servicer, the Performance Guarantor, Variable Funding Capital Company LLC (“VFCC”), W▇▇▇▇ Fargo Bank, National Association (as successor to the Third Amended Wachovia Bank, National Association, “W▇▇▇▇”), TPF, SunTrust and Restated STRH entered into that certain Credit and Security Agreement, dated as of February 6August 31, 2018 2007 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Datedate hereof, the “Existing Credit Original Agreement”). Concurrently herewith, the parties to the Original Agreement and PNC entered into (a) that certain Assignment and Assumption Agreement, dated as of the date hereof (the “W▇▇▇▇ Assignment”), pursuant to which, among other things, (i) W▇▇▇▇ and VFCC ceased to be a party to the CompanyOriginal Agreement, Bank of America, N.A.(ii) PNC became the Administrative Agent under the Original Agreement and (iii) W▇▇▇▇ assigned to PNC, as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America all W▇▇▇▇▇▇▇ ▇’ right, title and interest in the Collateral and (b) that certain Payoff Letter, dated as of the date hereof (the “Payoff Letter”), pursuant to which, among other things the Borrowers party to the Original Agreement repaid in full all the outstanding loans made under the Original Agreement. The execution and delivery of this Agreement by each of the parties hereto is a condition precedent to the effectiveness of each of the W▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender Assignment and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its SubsidiariesPayoff Letter, and the L/C Issuer agreed to issue Letters execution and delivery of Credit (each of the “Existing Letters W▇▇▇▇ Assignment and the Payoff Letter by each of Credit”) the respective parties thereto is a condition precedent to the Company effectiveness of this Agreement. This Agreement amends and its Subsidiaries on restates the terms and conditions set forth therein. The Company has requested that the Existing Credit Original Agreement be amended and restated in its entirety to become effective and binding on as of the Company and its Subsidiaries pursuant to date hereof. Upon the terms effectiveness of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject each reference to the terms of Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement. Nothing contained herein, and it has been agreed by the parties unless expressly herein stated to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed contrary, is intended to extend to the Borrowers under the Existing Credit Agreement shall be extended amend, modify or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loansotherwise affect any other instrument, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on document or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and agreement executed and/or delivered in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth hereinOriginal Agreement. In consideration of the mutual agreements, provisions and covenants and agreements herein containedcontained herein, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant Lessor and Integrated Living Communities of ▇▇▇▇▇▇▇▇▇, ▇.▇, a Delaware limited partnership ("Original Lessee") (successor by conversion to the Third Amended and Restated Credit AgreementIntegrated Living Communities of ▇▇▇▇▇▇▇▇▇, dated as of February 6Inc., 2018 (as amended by a First Amendment to Third Amended and Restated Credit Delaware corporation) entered into that certain Lease Agreement dated as of November 7December 31, 20181996, which was amended by that certain First Amendment to Lease Agreement dated as of December 1, 1997, and which was further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Lease Agreement dated as of May 89, 20192002 (as amended, as further amended by the "Lease"), whereby Lessor agreed to lease to Original Lessee, and Original Lessee agreed to lease from Lessor, that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇assisted living facility located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ International Designated Activity CompanyDrive, Henderson, Texas 75654, as Global Swing Line Lender more particularly described and defined in the other lenders from time to time party thereto Lease (the “"Leased Property"). A copy of the Lease is attached hereto as Exhibit "A". The Lease was assigned to Assignor by Original Lessee pursuant to that certain Assignment and Assumption of Lease Agreement (With Consent) dated as of May 9, 2002. Existing Lenders”Guarantor executed a Guaranty of Payment and Performance dated May 9, 2002 ("Existing Guaranty"), in favor of Lessor, guaranteeing Assignor's obligations under the Existing Lenders agreed Lease. Assignor now desires to assign to Assignee, and Assignee desires to accept the assignment of, any right, title or interest Assignor has in and to the Leased Property as lessee under the Lease, and Assignor and Assignee desire Lessor to, among other things, consent to such assignment and to make extensions of credit certain other agreements and statements, all pursuant to the Company and its Subsidiaries on the terms and conditions set forth thereinof this Assignment and Assumption of Lease Agreement (this "Agreement"). Emeritus is the sole shareholder of ESC ▇.▇. ▇▇, including making loans (INC., a Washington corporation, which is the “Existing Loans”) general partner of Assignee. Emeritus is required to make certain representations, warranties and agreements in this Agreement as a condition precedent to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms execution of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:by Lessor.

PRELIMINARY STATEMENTS. Pursuant to Alliance Resource Operating Partners, L.P., a Delaware limited partnership (the Third “Borrower”), JPMorgan, as administrative agent, and certain lenders party thereto, previously entered into that certain Fourth Amended and Restated Credit Agreement, dated as of February 6January 27, 2018 2017 (as amended, restated, amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amendedrestated, supplemented or otherwise modified prior to the Closing Datedate hereof, the “Existing Credit Agreement”), among and as a condition to the Companyeffectiveness of the Existing Credit Agreement, Bank certain Subsidiaries of Americathe Borrower entered into that certain Amended and Restated Subsidiary Guaranty, N.A.dated as of January 27, 2017 (as amended, restated, amended and restated, supplemented, or otherwise modified prior to the date hereof, the “Original Guaranty”). The Borrower, Alliance Resource Partners, L.P., as Parent, the Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender Agent and the other lenders Lenders party thereto, have entered into that certain Fifth Amended and Restated Credit Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time party thereto (time, the “Existing LendersCredit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined), which amends and restates in its entirety the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries Credit Agreement on the terms and conditions set forth therein, including making loans (and in connection therewith, the “Existing Loans”) to Borrower, each Subsidiary of the Company and its SubsidiariesBorrower party hereto, and the L/C Issuer agreed to issue Letters of Credit (Administrative Agent are amending and restating the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read Original Guaranty as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration Each Guarantor may receive, directly or indirectly, a portion of the mutual covenants proceeds of the Advances under the Credit Agreement and agreements herein contained, will derive substantial direct and indirect benefits from the parties hereto covenant and agree to amend and restate transactions contemplated by the Existing Credit Agreement, . It is a condition precedent to the making of Advances and the Existing issuance of Letters of Credit by the Lenders under the Credit Agreement is hereby amended from time to time that each Guarantor shall have executed and restated in its entirety, as follows:delivered this Guaranty.

PRELIMINARY STATEMENTS. Pursuant to The US Borrower has requested that the Third Amended and Restated Credit Agreement, dated as of February 6, 2018 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7be amended pursuant to Section 2.24 thereof to replace, 2018in full, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified all Term Loans outstanding immediately prior to the Closing Date, the “Existing Credit Agreement”), among the Company, Bank effectiveness of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto this Second Amendment (the “Existing LendersTerm Loans”), the Existing Lenders agreed to make extensions ) with a replacement tranche of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making term loans (the “Existing Replacement Term Loans”) ), and which Replacement Term Loans shall have the same terms (other than to the Company and its Subsidiaries, and extent expressly provided otherwise in this Second Amendment) under the L/C Issuer agreed to issue Letters of Credit Loan Documents as the Existing Term Loans. The Person identified as the “Replacement Term Lender” on Schedule A hereto (the “Existing Letters of CreditReplacement Term Lender”) (a) will be deemed to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant have irrevocably agreed to the terms of this Agreement, Second Amendment and to have irrevocably committed to make the Lenders (including certain Replacement Term Loans to the US Borrower on the Second Amendment Effective Date in the full amount set forth opposite the name of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; Replacement Term Lender on Schedule A hereto and (b) upon the Existing Second Amendment Effective Date, will make such Replacement Term Loans to the US Borrower. The aggregate proceeds of the Replacement Term Loans, together with cash on hand, will be used to replace, in full, all Letters of Credit (including the Existing Letters of Credit) Term Loans and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreementpay related fees, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees costs and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. To accomplish the foregoing (a) the US Borrower, the Administrative Agent and the Replacement Term Lender are willing to amend the Credit Agreement pursuant to Section 2.24 thereof as set forth below (the Credit Agreement as amended hereby, the “Amended Credit Agreement”) and (b) the Replacement Term Lender is willing to provide the Replacement Term Loans, which will replace, in full, all Existing Term Loans, in each case, on the Second Amendment Effective Date, on the terms and subject to the conditions set forth herein and in the Amended Credit Agreement. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant Issuer has duly authorized the execution and delivery of the Indenture to provide for an issue of its Notes as provided in the Third Indenture. All covenants and agreements made by Issuer herein are for the benefit and security of the Noteholders. Issuer is entering into the Indenture, and Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the delivery of the Indenture, Issuer is entering into a First Amended and Restated Credit AgreementTransfer and Servicing Agreement with First National Funding LLC, a Nebraska limited liability company, as Transferor, and First National Bank of Omaha, a national banking association, as Servicer, pursuant to which (a) Transferor will convey to Issuer all of its right, title and interest in, to and under the Receivables arising in the Accounts from time to time, which Transferor will have received from FNBO pursuant to the Receivables Purchase Agreement and (b) Servicer will agree to service the Receivables and make collections thereon on behalf of the Noteholders. The Issuer and the Indenture Trustee, or their predecessors in interest, had previously entered into a Master Indenture, dated as of February 6October 24, 2018 (2002, as amended by a First Amendment to Third Amended and Restated Credit Agreement Master Indenture, dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto 2003 (the “Existing LendersOriginal Indenture”). The Indenture restates and replaces the Original Indenture in its entirety. Issuer hereby Grants to Indenture Trustee, for the Existing Lenders agreed benefit of the Holders of the Notes and the Enhancement Providers, all of Issuer’s right, title and interest, whether now owned or hereafter acquired, in, to make extensions and under (a) the Receivables, (b) Collections and Recoveries related to and all money, instruments, investment property and other property distributed or distributable in respect of credit to the Company and its Subsidiaries on the terms and conditions set forth therein(together with all earnings, including making loans (the “Existing Loans”) to the Company and its Subsidiariesdividends, distributions, income, issues, and profits relating to) the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries Receivables pursuant to the terms of this the Transfer and Servicing Agreement, the Indenture and any Indenture Supplement; (c) all Permitted Investments and all money, investment property, instruments and other property on deposit from time to time in, credited to or related to the Collection Account, the Series Accounts and the Lenders Excess Funding Account (including certain any subaccounts of any such account), and in all interest, dividends, earnings, income and other distributions from time to time received, receivable or otherwise distributed or distributable thereto or in respect thereof (including any accrued discount realized on liquidation of any investment purchased at a discount); (d) all rights, remedies, powers, privileges and claims of Issuer under or with respect to any Enhancement and the Existing Lenders) have agreed Transfer and Servicing Agreement (subject whether arising pursuant to the terms of this Agreement) the related Enhancement Agreement or the Transfer and Servicing Agreement or otherwise available to amend Issuer at law or in equity), including the rights of Issuer to enforce such Enhancement Agreement or the Transfer and restate the Existing Credit Agreement in its entirety to read as set forth in this Servicing Agreement, and it has been agreed by to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Enhancement Agreement or the parties Transfer and Servicing Agreement to the Existing Credit Agreement that same extent as Issuer could but for the assignment and security interest granted to Indenture Trustee for the benefit of the Noteholders; (ae) the commitments which the Existing Lenders have agreed to extend all Insurance Proceeds; (f) all proceeds of any derivative contracts between Issuer and a counterparty, as described in any Indenture Supplement; (g) all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, and letter-of-credit rights consisting of, arising from or related to the Borrowers foregoing; (h) all other property of Issuer; (i) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the Existing Credit Agreement shall be extended foregoing, including all proceeds, products, rents, receipts or advanced upon profits of the amended conversion, voluntary or involuntary, into cash or other property, all cash and restated terms non-cash proceeds, and conditions contained in this Agreementother property consisting of, arising from or relating to all or any part of any of the foregoing; and (bj) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms any proceeds of the Existing Credit Agreement foregoing (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoingcollectively, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:“Collateral”).

PRELIMINARY STATEMENTS. Pursuant to the Third Amended and Restated Credit Agreement, dated as of February 619, 2018 2009 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the CompanyBorrowers, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders various financial institutions from time to time party thereto (collectively, the “Existing Lenders”)) and the Administrative Agent, the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries Borrowers on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth thereinBorrowers. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries Borrowers pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) Loans and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, provisions accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to the Third Amended The Purchaser has entered into that certain Receivables Purchase and Restated Credit Transfer Agreement, dated as of February 6, 2018 the date hereof (as amended by amended, restated, modified or supplemented from time to time, the "RPTA"; capitalized terms used herein and not defined herein shall have the meanings attributed thereto in the RPTA) with each of the entities parties thereto as providers (each, together with its successors and assigns, a First Amendment to Third Amended "Provider" and, collectively, the "Providers") and Restated Credit Agreement dated as of November 7Five Star Quality Care, 2018Inc., as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6Primary Servicer. The Purchaser, 2019the Lenders, Dresdner Kleinwort Wasserstein LLC, as further amended by that certain Third Amendment to Third Amended Co- Program Manager, Syndication Agent and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America Le▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, Healthcare Finance Group, Inc., as Global Swing Line Lender Co- Program Manager, and the other lenders Assignee have entered into that certain Loan and Security Agreement, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the "LSA"). In connection with the RPTA, the Grantors have made that certain Guaranty, dated as of the date hereof, in favor of the Purchaser (the "Parent Guaranty"). It is a condition precedent to the effectiveness of the RPTA and the LSA and the making of any financial accommodations thereunder that the Grantors execute and deliver a pledge agreement in the form hereof to secure the following (collectively, the "Obligations"): the full and prompt payment, at any time and from time to time party thereto (as and when due, of all liabilities and obligations of the “Existing Lenders”)Grantors, the Existing Lenders agreed to make extensions of credit to the Company whether now existing or hereafter incurred, created or arising and its Subsidiaries on the terms and conditions set forth thereinwhether direct or indirect, including making loans (the “Existing Loans”) to the Company and its Subsidiariesabsolute or contingent, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety due or to become effective and binding on the Company and its Subsidiaries pursuant to the terms due under, arising out of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the Parent Guaranty or this Pledge Agreement, including, without limitation, any and all fees, costs and expenses, (including reasonable counsel fees and expenses) paid or incurred in enforcing any rights under the Parent Guaranty or this Pledge Agreement. Without limiting the generality of the foregoing, the Company has requested Grantors' liability shall extend to all amounts that constitute part of the Lenders provide a term loan facility, Obligations and would be owed by the Lenders have indicated their willingness to lend Grantors under such a term loan facility, on the terms and subject Parent Guaranty or this Pledge Agreement but for the fact that they are unenforceable or not allowable due to the conditions set forth herein. In consideration existence of a bankruptcy, reorganization or similar proceeding involving any of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:Grantors.

PRELIMINARY STATEMENTS. Pursuant Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I to this Agreement. References in the Exhibits hereto to “the Agreement” refer to this Agreement, as amended, modified or supplemented from time to time. The Seller desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments which are made by such Purchasers and additional incremental payments made to the Third Amended Seller. This Agreement amends and Restated Credit restates in its entirety, as of the Closing Date, that certain Receivables Purchase Agreement, dated as of February 6June 26, 2018 1998 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7amended, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amendedrestated, supplemented or otherwise modified prior to the Closing Datedate hereof, the “Existing Credit Original Agreement”), among the Seller, the Servicer, Fairway Finance Company, Bank of America, N.A.LLC (f/k/a Fairway Finance Corporation), as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, Purchaser (as Global Swing Line Lender such term is defined in the Original Agreement) and the other lenders from time Administrator. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Seller and Servicer shall continue to time party thereto be liable to each Indemnified Party and Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Existing LendersOriginal Agreement Outstanding Amounts”), the Existing Lenders agreed ) and all agreements to make extensions of credit indemnify such parties in connection with events or conditions arising or existing prior to the Company effective date of this Agreement and its Subsidiaries on (ii) the terms security interest created under the Original Agreement shall remain in full force and conditions set forth therein, including making loans (effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms effectiveness of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject each reference to the terms of Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual agreements, provisions and covenants and agreements herein containedcontained herein, the sufficiency of which are hereby acknowledged, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to the Third The parties hereto have entered into that certain Amended and Restated Credit Agreement, dated as of February 6April 25, 2018 2012, as amended and restated as of April 17, 2013 (as the same may be further amended or modified from time to time, the “Credit Agreement”), by a First Amendment and among the Grantors, the other Loan Parties from time to Third Amended time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) and Restated the Collateral Agent, which Credit Agreement provides, subject to the terms and conditions of the Credit Agreement, for extensions of credit and other financial accommodations by the Lenders to the Borrowers thereunder. The Grantors entered into that certain Pledge and Security Agreement, dated as of November 7April 25, 20182012, with the Administrative Agent (as further previously amended, amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amendedrestated, supplemented or otherwise modified prior to the Closing Datedate hereof, the “Existing Credit Security Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender . The Grantors and the other lenders from time to time party purchasers signatories thereto (the “Existing LendersPrudential Purchasers”) have entered into that certain Note Purchase and Guarantee Agreement, dated as of April 17, 2013 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Note Agreement”), the Existing Lenders agreed . Each Grantor is entering into this Security Agreement in order to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”i) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and induce the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend enter into and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend credit to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon Agreement, (ii) induce the amended and restated terms and conditions contained in this Agreement; and (b) Prudential Purchasers to purchase the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations Notes (as defined in the Existing Credit Note Agreement) outstanding under and (iii) secure the Secured Obligations, including the obligations that it has agreed to guarantee pursuant to Article X of the Credit Agreement and Section 15 of the Note Agreement. Furthermore, each Grantor party to the Existing Credit Security Agreement shall be governed by and deemed wishes to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, affirm its obligations under the terms of the Existing Credit Security Agreement on or prior and wishes to the Closing Date or arising (in the case of indemnification) under amend and restate the terms of the Existing Credit Security Agreement in their entirety as set forth in this Security Agreement). Furthermore, and in connection with the foregoingACCORDINGLY, the Company has requested that Grantors, the Lenders provide a term loan facility, Administrative Agent and the Lenders have indicated their willingness to lend under such a term loan facilityCollateral Agent, on the terms and subject to the conditions set forth herein. In consideration behalf of the mutual covenants and agreements herein containedSecured Parties, the parties hereto covenant and hereby agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to the Third Second Amended and Restated Credit Agreement, dated as of February 6March 22, 2018 2012 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Company, certain of the Company’s Subsidiaries, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto (collectively, the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (collectively, the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant As of the date hereof, the Secured Consenting Holders hold, in the aggregate, approximately 55% of the aggregate outstanding principal amount of the 9.5% Senior Secured Notes due 2017 (the “Senior Secured Notes”) issued pursuant to the Third Amended and Restated Credit Agreement, that certain Indenture dated as of February 6December 29, 2018 (as amended 2006, by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018among Neenah, as further amended by that certain Second Amendment to Third Amended issuer, the guarantors party thereto and Restated Credit Agreement dated as The Bank of February 6New York Mellon Trust Company, 2019N.A. (formerly The Bank of New York Trust Company, N.A.), as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019Indenture Trustee, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as supplemented on September 30, 2008 (the “Secured Notes Indenture”); As of November 6the date hereof, 2019the Subordinated Consenting Holders hold, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as in the aggregate, 100% of September 17, 2021the aggregate outstanding principal amount of the 12.5% Senior Subordinated Notes due 2013 (the “Subordinates Notes”, and as further amended, supplemented or otherwise modified prior to together with the Closing DateSenior Secured Notes, the “Existing Credit AgreementNotes”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender ) issued by Neenah; The Company and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders Consenting Holders have agreed to make extensions implement a restructuring and reorganization of credit to the Company and its Subsidiaries on pursuant to the terms and conditions set forth thereinin the restructuring term sheet attached hereto as Exhibit A (including the schedules and exhibits attached thereto and the additional schedules and exhibits to be prepared and filed after the date hereof based upon such term sheet, including making loans which term sheet is in form and substance acceptable to the Requisite Secured Noteholders (defined below) and the “Existing Loans”) to Company, and which may not be materially amended without the written consent of the Company and its Subsidiariesthe Requisite Secured Noteholders; provided, however, that with respect to Tontine (as defined in the Plan Term Sheet), any individual employed by Tontine, or the holders of the Subordinated Notes, any amendment that would result in materially adverse treatment to them requires the written consent of the Company, the Requisite Secured Noteholders and the L/C Issuer agreed to issue Letters of Credit (Subordinated Consenting Holders, the “Existing Letters of CreditPlan Term Sheet”) to the Company which is expressly incorporated herein and its Subsidiaries on made part of this Agreement. The Plan Term Sheet sets forth the terms and conditions set forth thereinfor the Restructuring Transactions (as defined below); however, it is supplemented by the terms and conditions of this Agreement. In the event of any inconsistency between the Plan Term Sheet and this Agreement, this Agreement shall control. The Company has requested that Plan Term Sheet is the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on product of arm’s length, good faith discussions between the Company and its Subsidiaries pursuant members of an ad hoc committee of holders of the Senior Secured Notes (the “Ad Hoc Committee”) comprising the initial Secured Notes Consenting Holders signatory hereto; It is agreed that, subject to the terms of this Agreement, and the Lenders restructuring transactions contemplated by the Plan Term Sheet (including certain the “Restructuring Transactions”) will be implemented through a plan of reorganization under chapter 11 of title 11 of the Existing Lenders) have agreed United States Code, 11 U.S.C. §§ 101-1532 (subject to as amended, the terms “Bankruptcy Code”), which plan of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement reorganization shall be extended or advanced upon the amended and restated terms and conditions contained consistent in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, material respects with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement Plan Term Sheet and shall otherwise be satisfactory to the Requisite Secured Noteholders and the Company (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued “Plan”); and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, The Company has agreed to commence voluntary reorganization cases under the terms chapter 11 of the Existing Credit Agreement on or prior to Bankruptcy Code (the Closing Date or arising (“Chapter 11 Cases”) in the case United States Bankruptcy Court for the District of indemnificationDelaware (the “Bankruptcy Court”) under to implement the terms of Plan and effect the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:Restructuring Transactions.

PRELIMINARY STATEMENTS. Pursuant The parties hereto (other than the Additional Seller and the New Servicer) are parties to the Third that certain Fourth Amended and Restated Credit Receivables Purchase Agreement, dated as of February 6November 1, 2018 (2013, as amended by a the First Amendment to Third Amended and Restated Credit Agreement Joinder, dated as of November 73, 20182014, as further amended by that certain the Second Amendment to Third Amended and Restated Credit Agreement Amendment, dated as of February 6November 14, 2016, the Third Amendment, dated as of August 30, 2017, the Fourth Amendment, dated as of September 30, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement the Fifth Amendment, dated as of May 813, 20192022, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6the Sixth Amendment, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 1730, 20212022 (as amended, and as further amendedrestated, supplemented or otherwise modified prior from time to time up to the Closing Datedate hereof, the “Existing Credit Agreement”). The Original Seller has transferred and assigned to the Purchasers pursuant to the Existing Agreement, among and desires to continue to transfer and assign to the CompanyPurchasers pursuant to this Agreement Purchaser Interests from time to time. The Additional Seller wishes to transfer and assign to the Purchasers pursuant to this Agreement Purchaser Interests from time to time. The Sellers wish to designate and appoint the New Servicer as Servicer hereunder with respect to the Purchaser Interests sold by the Sellers. The Sellers wish to designate and appoint the Original Servicer as a Permitted Sub-Servicer hereunder with respect to the Purchaser Interests sold by the Original Seller (collectively, Bank the “Legacy Receivables”). Each Conduit may, in its absolute and sole discretion, purchase the Purchaser Interests from the Sellers from time to time. In the event that any Conduit declines to make any purchase of AmericaPurchaser Interests or if the related Purchaser Group does not include a Conduit, N.A.the applicable Related Financial Institution(s) will, as Administrative Agentat the request of the Additional Seller, U.S. Swing Line Lender and L/C Issuerfor itself and/or on behalf of the Original Seller, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders purchase such Purchaser Interests from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration On the terms and subject to the conditions set forth herein, the ▇▇ ▇▇▇▇▇ have agreed to issue Letters of Credit, and each Financial Institution has agreed to acquire risk participations in such Letters of Credit. MUFG has been requested and is willing to act as Agent on behalf of the mutual covenants Purchasers and agreements herein contained, Managing Agents in accordance with the terms hereof. The parties hereto covenant and agree now desire to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, entirety to read as follows:set forth herein.

PRELIMINARY STATEMENTS. Pursuant Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the Third Amended “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. This Agreement amends and Restated Credit restates in its entirety, as of the date hereof, the Receivables Purchase Agreement, dated as of February 6August 7, 2018 2008 (as amended, restated, supplemented or otherwise modified prior to September 29, 2020, the “Original Agreement”), as amended and restated by a First Amendment to Third the Amended and Restated Credit Agreement dated as of November 7Receivables Purchase Agreement, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 1729, 20212020 (as amended, and as further amendedrestated, supplemented or otherwise modified prior to the Closing Datedate hereof, the “Previously Existing Credit Agreement,” and together with the Original Agreement, the “Prior Agreements”), by and among certain of the Companyparties hereto. Upon the effectiveness of this Agreement, Bank the terms and provisions of Americathe Previously Existing Agreement shall, N.A.subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Previously Existing Agreement by this Agreement, (i) the Seller and the Servicer shall continue to be liable to MUFG and any other Indemnified Party or Affected Person (as such terms are defined in the Previously Existing Agreement) for fees and expenses which are accrued and unpaid under the Previously Existing Agreement on the date hereof (collectively, the “Previously Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Previously Existing Agreement shall remain in full force and effect as security for such Previously Existing Agreement Outstanding Amounts until such Previously Existing Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Previously Existing Agreement in any other Transaction Document shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Previously Existing Agreement. For the avoidance of doubt, all Capital, Discount, Fees and all other amounts outstanding or owing by the Seller under the Previously Existing Agreement remain outstanding or owing by the Seller hereunder. The Seller (i) desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided variable percentage interest, as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders such percentage interest shall be adjusted from time to time party thereto based upon, in part, reinvestment payments that are made by such Purchasers and (the “Existing Lenders”)ii) may, the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms and 782009308 25792734 conditions hereof, request that the LC Bank issue or cause the issuance of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended one or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing more Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual agreements, provisions and covenants and agreements herein containedcontained herein, the sufficiency of which is hereby acknowledged, the parties hereto covenant and hereto, intending to be legally bound, agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to the Third Amended and Restated Credit Agreement, dated as of February 6, 2018 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their #526279330_v2 willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to This Agreement amends and restates in its entirety, as of the Third Amended and Restated Credit Restatement Date (as defined below), the Receivables Purchase Agreement, dated as of February 6July 15, 2018 2021 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7amended, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amendedrestated, supplemented or otherwise modified prior to the Closing Restatement Date, the “Existing Credit Prior Agreement”), among each of the Companyparties hereto. Upon the effectiveness of this Agreement, Bank the terms and provisions of Americathe Prior Agreement shall, N.A.subject to this paragraph, be superseded and replaced by the terms and provisions of this Agreement in their entirety. Notwithstanding the amendment and restatement of the Prior Agreement by this Agreement, (i) the Seller and Servicer shall continue to be liable to Agent and any other Seller Indemnified Party, Servicer Indemnified Party or Secured Parties (as Administrative Agentsuch terms are defined in the Prior Agreement) for all Seller Obligations (as such term is defined in the Prior Agreement), U.S. Swing Line Lender fees and L/C Issuerexpenses which are accrued and unpaid under the Prior Agreement on the Restatement Date (collectively, Bank the “Prior Agreement Outstanding Amounts”) and all agreements to indemnify and pay any costs to such parties in connection with events or conditions arising or existing prior to the Restatement Date, and nothing contained in this amendment and restatement shall constitute payment of, or impair or limit cancel or extinguish, or constitute a novation in respect of, any of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Companythe Prior Agreement Outstanding Amounts or such other obligations, liabilities or indemnifications evidenced by or arising under the Prior Agreement and all such Prior Agreement Outstanding Amounts and such other obligations, liabilities or indemnifications shall constitute Seller Obligations under this Agreement and (ii) the liens and security interests created under the Prior Agreement shall not in any manner be impaired, limited or terminated and shall remain in full force and effect as Global Swing Line Lender security for the Prior Agreement Outstanding Amounts and all other Seller Obligations. Upon the effectiveness of this Agreement, each reference to the Prior Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Prior Agreement. The Transferor has acquired, and will acquire from time to time, Receivables from the other lenders Originators pursuant to the Purchase and Sale Agreement. The Seller has acquired, and will acquire from time to time, Receivables from the Transferor pursuant to the Sale and Contribution Agreement. The Seller has requested that the Investors make Investments from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries Seller on the terms and conditions set forth thereinterms, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein, secured by, among other things, the Receivables. In consideration of the mutual agreements, provisions and covenants and agreements herein containedcontained herein, the sufficiency of which is hereby acknowledged, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant Seller desires to transfer and assign Purchaser Interests to the Third Amended Purchasers from time to time. Each Conduit may, in its absolute and Restated Credit Agreementsole discretion, dated purchase Purchaser Interests from Seller from time to time. In the event that a Conduit declines to make any purchase, the Committed Purchaser(s) in the relevant Conduit Group shall, at the request of Seller, purchase Purchaser Interests from time to time. The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, has been requested and is willing to act as Administrative Agent on behalf of February 6the Conduits and the Committed Purchasers in accordance with the terms hereof. Seller, 2018 (as amended by a First Amendment Servicer, the Committed Purchasers, the Conduits, the Agents and the Administrative Agent are parties to Third Amended and Restated Credit that certain Receivables Purchase Agreement dated as of November 7April 4, 20182000 (the “Original RPA”), as further amended and restated by that certain First Amended and Restated Receivables Purchase Agreement dated as of June 30, 2008 (the “First Amended and Restated RPA”), as amended and restated by that certain Second Amendment to Third Amended and Restated Credit Receivables Purchase Agreement dated as of February 6March 27, 2019, as further amended by that certain Third Amendment to Third 2009 (the “Second Amended and Restated Credit Agreement dated as of May 8, 2019RPA”), as further amended by that certain Fourth Amendment or otherwise modified to Third and including the date hereof (the Original RPA, the First Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third RPA and the Second Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing DateRPA together, the “Existing Credit Original Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) desire to amend and restate the Existing Credit Original Agreement in its entirety to read appoint EPC as Sub-Servicer of Receivables under this Agreement and to make certain other changes as are set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:658652.06-Chicago Server 1A - MSW ARTICLE I PURCHASE ARRANGEMENTS

PRELIMINARY STATEMENTS. Pursuant The Borrower, Bright Horizons Capital Corp., the Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer are parties to that certain Credit Agreement originally dated as of January 30, 2013 (as amended and restated as of November 7, 2016, as amended by the Third Amended and Restated Amendment Agreement, dated as of May 8, 2017, the Amendment to Credit Agreement, dated as of February 6November 30, 2018 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 72017, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain the Third Amendment to Third Amended and Restated Credit Agreement Agreement, dated as of May 831, 20192018, as further amended by that certain the Fourth Amendment to Third Amended and Restated Credit Agreement Agreement, dated as of November 6April 24, 20192020, as further amended by that certain the Fifth Amendment to Third Amended and Restated Credit Agreement Agreement, dated as of September 17May 7, 20212020 and the Sixth Amendment to Credit Agreement, dated as of May 26, 2021 and as further amended, restated, supplemented or otherwise modified prior to the Closing Datedate hereof, the “Existing Credit Agreement”). The Borrower, among Bright Horizons Capital Corp., the CompanyLenders, Bank of Americaand JPMorgan Chase Bank, N.A., as Administrative Agent, U.S. Swing Line Lender Agent and L/C Issuer, Bank have entered into the Amendment Agreement, dated as of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity CompanyNovember 23, as Global Swing Line Lender and the other lenders from time to time party thereto 2021 (the “Existing Lenders2021 Amendment Agreement”), pursuant to which (i) the Existing 2021 Term B Lenders (as defined below)certain lenders agreed to make extensions certain term loans (“2021 Term B Loans (as defined below)”) constituting Other Term Loans in an aggregate principal amount of credit $600,000,000 on the 2021 Effective Date (as defined below), (ii) the Term A Lenders (as defined below) agreed to make Term A Loans (as defined below) in an aggregate principal amount of $400,000,000 on the Company 2021 Effective Date (iii) the Borrower agreed to use the proceeds of such 2021 Term B Loans and its Subsidiaries Term A Loans, together with cash on hand, to prepay in full the outstanding principal amount of the Existing Term B Loans (as defined in the 2021 Amendment Agreement), together with any accrued but unpaid interest, and to pay related fees and expenses and (iv) the parties thereto have agreed, subject to the terms and conditions set forth thereinthereof, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement to be in its entirety to read as set forth in this Agreementthe form hereof. As of the 2021 Effective Date, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the is amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms form of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection accordance with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein2021 Amendment Agreement. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the Third “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. The Seller (i) desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may, subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit. This Agreement amends and restates in its entirety, as of the Restatement Date, that certain Amended and Restated Credit Receivables Purchase Agreement, dated as of February 6September 14, 2018 2007 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7amended, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amendedrestated, supplemented or otherwise modified prior to the Closing Datedate hereof, the “Existing Credit Original Agreement”), among the CompanySeller, Bank of Americathe Servicer, N.A., as Administrative Agent, U.S. Swing Line Lender the Purchasers and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders Purchaser Agents from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters Administrator. This Agreement does not constitute a novation or replacement of Credit (the “Existing Letters of Credit”) to Original Agreement, but hereby ratifies and reaffirms the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Original Agreement be as amended and restated by this Agreement. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Seller and Servicer shall continue to be liable to each Indemnified Party and Affected Person (as such terms are defined in its entirety to become effective the Original Agreement) for fees and binding expenses which are accrued and unpaid under the Original Agreement on the Company date hereof (collectively, the “Original Agreement Outstanding Amounts”) and its Subsidiaries pursuant all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the terms effective date of this Agreement and (ii) the security interest created under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, PNC, as LC Bank, and PNC and each other LC Participant noted on the Lenders (including certain of the Existing Lenders) have agreed (subject signature pages hereto shall become a party to this Agreement and each reference to the terms of Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual agreements, provisions and covenants and agreements herein containedcontained herein, the sufficiency of which is hereby acknowledged, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant WFLLC now owns, and from time to time hereafter will own, certain Receivables and other rights related thereto, which were acquired and will hereafter be acquired from its Affiliates Wabash National LP, a Delaware limited partnership ("WNLP") and NOAMTC, Inc., a Delaware corporation ("NOAMTC") (each of WNLP and NOAMTC hereinafter sometimes referred to as an "Originator" and together the "Originators") pursuant to the Third Amended Originators Sale Agreement. WFLLC wishes to sell and Restated Credit Agreementassign to the Buyer, dated as and the Buyer wishes to purchase from WFLLC all of February 6WFLLC's right, 2018 (as amended by a First Amendment title and interest in and to Third Amended such Receivables, whether now owned and Restated Credit existing or hereafter arising. WFLLC and the Buyer believe that it is in their mutual best interests for WFLLC to sell its Receivables to the Buyer and for the Buyer to purchase such Receivables. The Buyer shall, on each applicable Purchase Date, purchase all of WFLLC's right, title and interest in and to the Receivables existing on such date and all Related Security and Collections associated therewith and the proceeds thereof. WFLLC and the Buyer intend the transactions contemplated hereby to be true sales of Receivables from WFLLC to the Buyer, providing the Buyer with the full benefits of ownership of the Receivables, and neither of WFLLC nor the Buyer intend these transactions to be, or for any purpose to be characterized as, loans from the Buyer to WFLLC. Upon each purchase of Purchased Assets from WFLLC, Funding will sell undivided interests therein and will pledge all of its right, title and interest therein to the Agent on behalf of the Purchaser and the Surety Provider pursuant to that certain Receivables Purchase Agreement dated as of November 7October 4, 2018, 2001 (as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders same may from time to time party thereto hereafter be amended, supplemented, restated or otherwise modified, the "Purchase Agreement") among Funding, as seller, North Coast Funding LLC, as purchaser (the “Existing Lenders”"Purchaser" or "North Coast"), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth thereinWFLLC, including making loans as servicer, XL Capital Assurance Inc. (the “Existing Loans”) to the Company and its Subsidiaries"Surety Provider"), and National City Bank, or any successor agent appointed under Article IX of the L/C Issuer agreed to issue Letters Purchase Agreement, as agent for North Coast and the Surety Provider (in such capacity, the "Agent"). WFLLC will act as the initial servicer of Credit (the “Existing Letters Purchased Assets on behalf of Credit”) to the Company Agent, the Purchaser and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries Surety Provider pursuant to the terms of this the Purchase Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:.

PRELIMINARY STATEMENTS. Cordish Bel Air Square, LLC (the "COMPANY") was reorganized as a limited liability company under the Delaware Limited Liability Company Act pursuant to the filing of a Certificate of Formation of the Company and an Agreement and Certificate of Merger with the Office of the Secretary of State of the State of Delaware on July 16, 2004, and a Limited Liability Company Agreement dated July 19, 2004 (the "ORIGINAL AGREEMENT"), In connection with such reorganization, the Company changed its name to "Tollgate Marketplace Holding Company LLC." The Company is a member of Bel Air Square, LLC, a Maryland limited liability company (the "OWNER ENTITY") which owns and operates Tollgate Marketplace (the "EXISTING PROPERTY"). Pursuant to the Third Amended terms of a Contribution Agreement dated July 19, ▇▇▇▇, ▇▇▇▇▇▇ has agreed to make certain cash contributions to the Company in exchange for a membership interest in the Company. In connection with the investment by Inland in the Company, the Company shall contribute certain funds to the Owner Entity and Restated Credit the membership interest of the Withdrawing Member in the Owner Entity shall be purchased and redeemed by the Owner Entity in accordance with the terms hereof so that immediately after the admission of Inland and the closing under the Contribution Agreement, dated as the Company shall own one hundred percent (100%) of February 6, 2018 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified the membership interests in the Owner Entity. Immediately prior to the Closing Datedate hereof, the “Existing Credit Agreement”)sole members of the Company were Cordish Enterprises, among the CompanyLLLP, Bank of AmericaThe Cordish Family I, N.A.LLC, as Administrative Agent▇▇▇▇▇ L, U.S. Swing Line Lender and L/C Issuer▇▇▇▇▇▇▇▇, Bank of America ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ International Designated Activity CompanyFamily Investments, as Global Swing Line Lender and the other lenders from time to time party thereto LLC (the “Existing Lenders”)collectively, the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein"ORIGINAL MEMBERS"). The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant Pursuant to the terms of this an Assignment and Contribution of Membership Interest Agreement, and the Lenders (including certain effective as of the Existing Lenders) have agreed (subject to date hereof, each of the terms of this Agreement) to amend Original Members has assigned and restate the Existing Credit Agreement in contributed its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined entire membership interest in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by Company to Cordish and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms has withdrawn as a Member of the Existing Credit Agreement (each Company, so that effective immediately following the admission of which shall hereafter have no further effect upon Inland as a Member of the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, Company under the terms of the Existing Credit Contribution Agreement on or prior and this Agreement, the sole Members of the Company shall be Inland and Cordish. The parties hereto now desire to enter into this Amended and Restated Limited Liability Company Agreement in order to (i) reflect the withdrawal of the Original Members as Members of the Company, (ii) reflect the admission of Cordish and Inland as Members of the Company and (iii) establish the manner in which the business and affairs of the Company shall be managed and to determine the respective rights, duties and obligations of the Members with respect to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, Company and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:each other.

PRELIMINARY STATEMENTS. Pursuant to the Third Amended and Restated Credit Share Sale Agreement, dated as of February 6, 2018 Holdings will acquire (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit AgreementDTZ Acquisition”), among directly or indirectly, the Company, Bank Equity Interests of America, N.A., each Sale Entity (as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and defined in the other lenders from time to time party thereto Share Sale Agreement) (the “Existing LendersDTZ Acquired Companies”). In connection therewith, it is intended that (a) the Sponsors, the Management Stockholders and any Co-Investors will make the DTZ Equity Contribution; (b) the Borrowers will obtain an initial aggregate principal amount of $470,000,000 of Initial Term Loans; (c) the Borrowers will obtain an initial aggregate principal amount of $280,000,000 of Delayed Draw Term Loans available on the Delayed Draw Funding Date; (d) the Borrowers will obtain an initial aggregate principal amount of $210,000,000 of Second Lien Term Loans pursuant to the Second Lien Credit Agreement (the “Second Lien Initial Term Loans”); (e) the Borrowers will obtain Revolving Credit Commitments under this Agreement in an initial aggregate principal amount of $150,000,000 and obtain Revolving Credit Loans as permitted under this Agreement; and (f) the proceeds of (i) the DTZ Equity Contribution, (ii) the Initial Loans and (iii) the Second Lien Initial Term Loans will be used to pay the consideration and other amounts owing in connection with the DTZ Acquisition under the Share Sale Agreement, to repay certain existing indebtedness and hedging obligations of the DTZ Acquired Companies and to pay all fees, costs and expenses incurred in connection with the Transactions and related transactions (including to fund any OID and upfront fees) and to provide working capital. Pursuant to the CT Merger Agreement, the proceeds of the Delayed Draw Term Loans shall be used by the Borrowers to acquire (the “CT Acquisition”), directly or indirectly, the Existing Lenders agreed to make extensions Equity Interests of credit to the Company and its Subsidiaries on Acquired Companies (as defined in the terms and conditions set forth therein, including making loans CT Merger Agreement) (the “Existing LoansCT Companies”) to ). On the Company and its SubsidiariesDelayed Draw Funding Date, and without further action or consent from the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and Administrative Agent or the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (ai) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing aggregate principal amount of Revolving Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; Commitments will automatically increase by $50,000,000 and (bii) certain other terms, including without limitation, the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined dollar “baskets” in the Existing Credit Agreement) outstanding under negative covenants and certain ratio-based tests, will automatically adjust to reflect the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms acquisition of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, CT Companies on the terms and subject to the conditions set forth hereinDelayed Draw Funding Date. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant The Sponsor (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), intends to make an equity investment in the Borrower and its Subsidiaries. To effect the foregoing, it is intended that (i) the Sponsor will make an equity contribution to one or more direct or indirect holding company parents of Holdings, a special purpose investment vehicle formed by the Sponsor, in the form of a combination of equity and subordinated shareholder loans the proceeds of which will be contributed to Holdings, (ii) the existing shareholders of the Borrower will, directly or indirectly, contribute their existing shares in the Borrower to Holdings, after giving effect to which the Borrower will be a direct, wholly-owned Subsidiary of Holdings, and (iii) the Borrower will then be amalgamated with a newly-formed direct wholly-owned Subsidiary of Holdings pursuant to the Third Amended and Restated Credit Agreement, dated Purchase Agreement (with the Borrower as the surviving entity of February 6, 2018 such amalgamation) (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Datecollectively, the “Existing Acquisition”). The Borrower has requested that simultaneously with the consummation of the Acquisition, the Lenders extend credit to the Borrower in the form of (i) Term Loans in an initial aggregate principal amount equal to $305,000,000 and (ii) Revolving Credit AgreementCommitments in an initial aggregate principal amount of $45,000,000 (the “Revolving Credit Facility”). The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. The proceeds of the Term Loans and the Initial Revolving Borrowing (to the extent permitted in accordance with the definition of the term “Permitted Initial Revolving Borrowing Purposes”), among together with the Companyproceeds of (i) the Second Lien Term Loans (ii) the Holdings Loans and (iii) the Equity Contribution, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender will be used to finance the Acquisition and the Transaction Expenses, to refinance certain existing indebtedness of the Borrower and for working capital purposes. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other lenders from time to time party thereto (general corporate purposes of the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the L/C Issuer agreed has indicated its willingness to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated , in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facilitycase, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to the Third Amended Contribution and Restated Credit Agreement, dated as of February 6, 2018 Distribution Documents (as amended by a First Amendment hereinafter defined), Cardinal Health, Inc. (“Cardinal Health”) (a) will transfer to Third Amended the Borrower stock of certain entities holding certain assets, liabilities and Restated Credit Agreement dated as operations of November 7, 2018the clinical and medical products businesses of Cardinal Health, as further amended by that well as other certain Second Amendment to Third Amended related miscellaneous assets and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto liabilities (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing LoansContribution”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) will distribute at least 80% of the Existing Loansoutstanding shares of the common stock of the Borrower (the “Company Stock”) to Cardinal Health’s shareholders (the “Distribution” and together with the Contribution, all Letters of Credit (including the Existing Letters of Credit) and other Obligations “Separation”), respectively, as detailed in the Form 10 (as defined hereinafter defined) filed by the Borrower with the SEC (as hereinafter defined). The Borrower has requested that from time to time, the Lenders make revolving credit loans to the Borrower. It is a condition to the obligations of the Lenders to extend credit under this Agreement that, among other conditions, the Separation is consummated pursuant to the Contribution and Distribution Documents and the Borrower shall have received proceeds in the Existing Credit Agreementaggregate principal amount of up to $1,400,000,000, which may be funded under a bridge loan facility pursuant to the Bridge Loan Agreement (as hereinafter defined) outstanding under (the Existing Credit Agreement “Bridge Loan”), which shall be governed by and deemed used for the payment to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms Cardinal Health of the Existing Credit Agreement Special Distribution (each of which shall hereafter have no further effect upon the parties thereto, other than as hereinafter defined) required for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms consummation of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case Separation. In furtherance of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company Borrower has requested that the Lenders provide a term loan revolving credit facility, and the Lenders have indicated their willingness to lend under such a term loan facilitylend, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to the Third Amended that certain Agreement and Restated Credit AgreementPlan of Merger, dated as of February 6December 9, 2018 2025 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior from time to the Closing Datetime, and together with all schedules and exhibits thereto, the “Existing Credit Acquisition Agreement”), among the Companyby and between WNA (as defined below), Bank Napa Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of AmericaWNA, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company▇, as Global Swing Line Lender representative of the stockholders, Newfront Insurance Holdings, Inc., a Delaware corporation (the “Acquired Business”), and the other lenders from time to time parties party thereto thereto, WNA will acquire the Acquired Business (such acquisition, the “Existing LendersNapa Acquisition”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in In connection with the foregoingNapa Acquisition, the Company has requested that the Lenders provide make available to it a senior unsecured delayed draw term loan facilityfacility in an aggregate principal amount up to $775,000,000, and the Lenders have indicated are willing to do so on the terms and conditions set forth herein. The proceeds of the Loans shall be used by the Borrowers (i) on the Acquisition Date (as defined below) to finance a portion of the Napa Acquisition, (ii) to refinance certain outstanding indebtedness of the Company, the Parent and their willingness respective Subsidiaries, (iii) to lend under such a term loan facilityfinance the working capital and other general corporate purposes of the Borrower and its Subsidiaries (including, but not limited to, capital expenditures, permitted acquisitions and other lawful corporate purposes) and (iv) to pay costs, fees and expenses in connection with the foregoing and in connection with the execution and delivery of this Agreement and the Loan Documents and the incurrence of the Facility. In furtherance of the foregoing, the Lenders are willing to make available the Facility on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant to Certain of the Third Amended Loan Parties, the Administrative Agent, the Collateral Agent and Restated Credit Agreementcertain of the Lenders, dated as of February 6among others, 2018 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third have entered into an Amended and Restated Credit Agreement dated as of May 824, 2019, 2013 (as further amended by that certain Fourth Amendment from time to Third Amended time and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified currently in effect immediately prior to the Closing Dateeffectiveness of this Agreement, the “Existing ABL Credit Agreement”). On September 9, among 2015 (the Company“Petition Date”), Bank each of Americathe Domestic Loan Parties (as defined herein, N.A.collectively, the “Debtors”) filed a voluntary petition for relief (collectively, the “Cases”) under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Debtors are continuing in the possession of their assets and continuing to operate their respective businesses and manage their respective properties as Administrative Agent, U.S. Swing Line Lender debtors and L/C Issuer, Bank debtors in possession under Sections 1107(a) and 1108 of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender the Bankruptcy Code. The Debtors and the other lenders Loan Parties have requested that (a) the Lenders make available to the Domestic Borrowers, from time to time party thereto and after the date of entry of the Interim Order (the “Existing LendersInterim Order Date”), a senior secured, super-priority debtor-in-possession revolving credit facility and (b) that the terms of the Existing Lenders agreed to make extensions of credit to the Company ABL Credit Agreement be amended and its Subsidiaries restated in their entirety, all on the terms and conditions set forth thereinherein. In furtherance of the foregoing, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, Debtors and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has other Loan Parties have also requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) on the commitments which Interim Order Date (or within one Business Day thereafter), the Existing Canadian Lenders have agreed and the Australian Lenders, respectively, shall make loans to extend each of the Canadian Borrower and the Australian Borrower, respectively, in an amount equal to the Borrowers under principal balance of the Existing Credit Agreement Extensions owed to General Electric Capital Corporation and ▇▇▇▇▇ Fargo Bank, National Association and their respective Affiliates by each such Borrower as of the Petition Date, the proceeds of such loans shall be extended or advanced used to repay such lenders the aggregate amount of their respective Credit Extensions, in each case, upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration To provide security for the repayment of all obligations of the mutual covenants Loan Parties hereunder and agreements herein containedunder the other Loan Documents, and in addition to all other all other property of any Loan Party that is subject to the Liens granted on the “Collateral” (as defined in the Existing ABL Credit Agreement) in favor of any Agent securing the Existing ABL Obligations (as defined herein) (such Liens, the parties hereto covenant and agree “Existing ABL Liens”), each of the Debtors will provide to amend and restate the Existing Agent (for the benefit of the Credit Agreement, and Parties) the Existing Credit Agreement is hereby amended and restated in its entirety, following (as follows:more fully described herein):

PRELIMINARY STATEMENTS. Pursuant Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I to this Agreement. Capitalized terms not defined herein are used as defined in the Purchase Agreement or, if not defined in the Purchase Agreement, the Credit Agreement. References in the Exhibits to the Third “Agreement” refer to this Agreement, as amended, modified or supplemented from time to time. All interest rate and yield determinations referenced herein shall be expressed as a decimal and rounded, if necessary, to the nearest one hundredth of a percentage point in the manner set forth herein (as applicable). The Seller has acquired, and may continue to acquire, Receivables and Related Security from the Originator, either by purchase or by contribution to the capital of the Seller, in accordance with the terms of the Purchase Agreement. The Seller is prepared to sell undivided fractional ownership interests (referred to herein as “Receivable Interests”) in the Pool Receivables. The Purchasers may, in their sole discretion, purchase such Receivable Interests in the Pool Receivables, and the Banks are prepared to purchase such Receivable Interests in the Pool Receivables, in each case on the terms set forth herein. Certain parties hereto previously entered into that certain Second Amended and Restated Credit Receivables Purchase Agreement, dated as of February 6September 28, 2018 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 20182011, as further amended by that certain Second Assignment and Acceptance and Amendment to Third Amended and Restated Credit Agreement Agreement, dated as of February 6December 23, 2019, 2011 and as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated supplemented as of February 2, 2012, May 818, 20192012 and September 24, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto 2012 (the “Existing LendersAgreement”). a previous purchase), being referred to herein as the initial “Capital” of each Receivable Interest in the Pool Receivables then being purchased), (ii) the date of such purchase (which shall be a Business Day) and (iii) unless the purchase will be funded with Pooled Commercial Paper and except with respect to any purchase being made by ST, PNC or, BMO or TD (in their respective capacities as a Bank), the Existing Lenders agreed desired duration of the initial Fixed Period for each such Receivable Interest in the Pool Receivables. Each Purchaser Agent which has a related Purchaser shall promptly thereafter (but in no event later than 11:00 a.m. (New York City time) on the proposed date of purchase) notify the Seller and the Administrative Agent whether such respective Purchaser has determined to make extensions a purchase and, if so, whether all of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (specified by the “Existing Loans”) Seller are acceptable to the Company and its Subsidiaries, such Purchaser and the L/C Issuer agreed yield with respect to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, such purchase and the Lenders (including certain amount of interest that will be due for the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that related Settlement Period. If (a) the commitments which the Existing Lenders have agreed a Purchaser has determined not to extend to the Borrowers under the Existing Credit Agreement shall be extended make a proposed purchase, or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) a Purchaser Agent does not have a related Purchaser, the Existing Loansrespective Purchaser Agent shall promptly send notice of the proposed purchase to all of the Related Banks of such Purchaser Agent concurrently specifying the date of such purchase, all Letters each such Bank’s Percentage multiplied by the aggregate amount of Credit (including Capital of the Existing Letters of Credit) and other Obligations (as defined Receivable Interests in the Existing Credit Agreement) outstanding under Pool Receivables being purchased, and, except with respect to any purchase being made by ST, PNC or, BMO or TD (in their respective capacities as a Bank), the Existing Credit Agreement shall be governed by Assignee Rate for the Fixed Period for such Receivable Interest in the Pool Receivables and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms duration of the Existing Credit Agreement (each Fixed Period for such Receivable Interest in the Pool Receivables. The Seller shall indemnify the Purchasers and the Banks against any loss or expense incurred by the Purchasers and/or the Banks, either directly or indirectly, as a result of which shall hereafter have no further effect upon any failure by the parties theretoSeller to complete such transfer, other than for accrued and unpaid fees and expensesincluding, and indemnification obligationswithout limitation, if any, accrued and owing, under any loss or expense incurred by the terms Purchasers and/or the Banks by reason of the Existing Credit Agreement on liquidation or prior reemployment of funds acquired by the Purchasers or the Banks (including, without limitation, funds obtained by issuing notes, obtaining deposits as loans from third parties and reemployment of funds) to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under fund such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:transfer.

PRELIMINARY STATEMENTS. Pursuant to the Third Amended and Restated Credit Agreement, dated as of February 6August 31, 2018 2012 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant The Borrower intends to the Third Amended and Restated Credit Agreementacquire, dated as of February 6, 2018 directly or indirectly through one or more subsidiaries (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit AgreementAcquisition”), among (i) all of the Company, Bank equity interests of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ International Designated Activity Management, LLC (“KMR”) that are currently not owned, directly or indirectly, by the Borrower and (ii) all of the limited partnership interests of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Energy Partners, L.P. (“KMP”) and El Paso Pipeline Partners, L.P. (“EPB”, and together with KMR and KMP, the “Acquired Entities”) that are not currently owned, directly or indirectly, by the Borrower. The Acquisition shall be consummated pursuant to (i) that certain Agreement and Plan of Merger, dated as of August 9, 2014, by and among the Borrower, EPB, El Paso Pipeline GP Company, as Global Swing Line Lender L.L.C. and the other lenders from time to time party thereto E Merger Sub LLC (the “Existing LendersEPB Merger Agreement”)) pursuant to which EPB shall be the surviving entity and a wholly-owned subsidiary of the Borrower, (ii) that certain Agreement and Plan of Merger, dated as of August 9, 2014, by and among the Existing Lenders agreed to make extensions of credit to the Company Borrower, KMR, KMP, Kinder ▇▇▇▇▇▇ ▇.▇., Inc. and its Subsidiaries on the terms and conditions set forth therein, including making loans P Merger Sub LLC (the “Existing LoansKMP Merger Agreement”) pursuant to which KMP shall be the Company surviving entity and its Subsidiariesa wholly-owned subsidiary of the Borrower, and (iii) that certain Agreement and Plan of Merger, dated as of August 9, 2014, by and among the L/C Issuer agreed to issue Letters of Credit Borrower, KMR, and R Merger Sub LLC (the “Existing Letters of CreditKMR Merger Agreement” and, together with the EPB Merger Agreement and the KMP Merger Agreement, the “Merger Agreements”) pursuant to which KMR shall be the Company surviving entity and its Subsidiaries on a wholly-owned subsidiary of the terms and conditions set forth thereinBorrower. The Company has requested that Borrower intends to finance a portion of the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on cost of the Company and its Subsidiaries pursuant to the terms of this Agreement, Acquisition and the Lenders fees and expenses incurred in connection with the Acquisition (including the “Transaction Costs”) and refinance certain indebtedness of the Existing LendersBorrower with (A) have agreed (subject the proceeds of the issuance of up to the terms $5,000,000,000 of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed debt securities by the parties to Borrower (the Existing Credit Agreement that “New Senior Notes”) or (aB) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended if all or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms portion of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement New Senior Notes are not issued on or prior to the Closing Date or arising (time the Acquisition is consummated, the proceeds of up to $5,000,000,000 in the case of indemnification) borrowings under the terms of Commitments (as defined below) (the Existing Credit Agreement). Furthermore, transactions set forth in this paragraph and in connection with the foregoingimmediately preceding two paragraphs, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:“Transactions”).

PRELIMINARY STATEMENTS. Pursuant to the Third Amended Agreement and Restated Credit Plan of Merger dated July 21, 2008 (including all schedules and exhibits thereto, the “Acquisition Agreement”) among the Borrower, dated as Falcon Acquisition Sub, Inc., a Delaware corporation and an indirect Wholly-Owned Subsidiary of February 6, 2018 the Borrower (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021“Merger Sub”), and Foundry Networks, Inc., a Delaware corporation (the “Acquired Business”), Merger Sub will merge with and into the Acquired Business (the “Acquisition”), with the Acquired Business surviving such merger as further amended, supplemented an indirect Wholly-Owned Subsidiary of the Borrower. The proceeds of the borrowings hereunder will be used to fund a portion of the Transaction and provide ongoing working capital and for other general corporate purposes of the Borrower and its Subsidiaries. The Borrower has requested that (i) the Revolving Credit Lenders provide Revolving Credit Commitments of $125,000,000 in the aggregate to be available for Revolving Credit Loans; (ii) the Term Loan Lenders make Term Loans in the amount of $1,100,000,000 on the Closing Date; and (iii) the L/C Issuer issue letters of credit for the account of the Borrower. The Revolving Credit Facility may include one or otherwise modified prior more Swing Line Loans and one or more Letters of Credit from time to time. Concurrently with the Closing Date, the “Existing Credit Agreement”), among Borrower will enter into the Company, Bank of America, N.A., Pre-Funding Security Agreement (as defined below) with the Administrative Agent, U.S. Swing Line Lender pursuant to which the gross proceeds from the Term Loans funded on the Closing Date and L/C Issueran additional amount in cash sufficient to pay accrued and unpaid interest on the principal amount of the Term Loans from the date hereof to December 31, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company2008 (collectively, as Global Swing Line Lender and the with any other lenders property from time to time party thereto subject to the Pre-Funding Security Agreement (the “Existing Lenders”as defined below), the Existing Lenders agreed to make extensions of credit “Pre-Funding Security”) will be deposited in an account that will be pledged to the Company and its Subsidiaries on Administrative Agent for the terms and conditions set forth therein, including making loans (benefit of the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth thereinTerm Loan Lenders. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facilityand the L/C Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant The parties hereto (other than the Additional Seller and the New Servicer) are parties to the Third that certain Fourth Amended and Restated Credit Receivables Purchase Agreement, dated as of February 6November 1, 2018 (2013, as amended by a the First Amendment to Third Amended and Restated Credit Agreement Joinder, dated as of November 73, 20182014, as further amended by that certain the Second Amendment to Third Amended and Restated Credit Agreement Amendment, dated as of February 6November 14, 2016, the Third Amendment, dated as of August 30, 2017, the Fourth Amendment, dated as of September 30, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement the Fifth Amendment, dated as of May 813, 20192022, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6the Sixth Amendment, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 1730, 20212022 (as amended, and as further amendedrestated, supplemented or otherwise modified prior from time to time up to the Closing Datedate hereof, the “Existing Credit Agreement”). The Original Seller has transferred and assigned to the Purchasers pursuant to the Existing Agreement, among and desires to continue to transfer and assign to the CompanyPurchasers pursuant to this Agreement Purchaser Interests from time to time. The Additional Seller wishes to transfer and assign to the Purchasers pursuant to this Agreement Purchaser Interests from time to time. The Sellers wish to designate and appoint the New Servicer as Servicer hereunder with respect to the Purchaser Interests sold by the Sellers. 2307655.04B-NYCSR03A - MSW 1751912986.21751912986 07130679 The Sellers wish to designate and appoint the Original Servicer as a Permitted Sub-Servicer hereunder with respect to the Purchaser Interests sold by the Original Seller (collectively, Bank the “Legacy Receivables”). Each Conduit may, in its absolute and sole discretion, purchase the Purchaser Interests from the Sellers from time to time. In the event that any Conduit declines to make any purchase of AmericaPurchaser Interests or if the related Purchaser Group does not include a Conduit, N.A.the applicable Related Financial Institution(s) will, as Administrative Agentat the request of the Additional Seller, U.S. Swing Line Lender and L/C Issuerfor itself and/or on behalf of the Original Seller, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders purchase such Purchaser Interests from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration On the terms and subject to the conditions set forth herein, the ▇▇ ▇▇▇▇▇ have agreed to issue Letters of Credit, and each Financial Institution has agreed to acquire risk participations in such Letters of Credit. MUFG has been requested and is willing to act as Agent on behalf of the mutual covenants Purchasers and agreements herein contained, Managing Agents in accordance with the terms hereof. The parties hereto covenant and agree now desire to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, entirety to read as follows:set forth herein.

PRELIMINARY STATEMENTS. Pursuant to The Borrower and certain of its Subsidiaries (such terms and each other capitalized term used but not defined in the Third recitals having the meaning provided in Section 1.1) have entered into the Second Amended and Restated Credit and Guaranty Agreement, dated as of February 6December 22, 2018 2004 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018such agreement, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6amended, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amendedrestated, supplemented or otherwise modified prior to the Closing Datedate hereof, the “Existing Credit Agreement”), among the Company, ) with Bank of America, N.A., as Administrative Agentadministrative agent, U.S. Swing Line Lender Barclays Bank PLC and L/C IssuerDeutsche Bank Securities Inc., Bank of America as syndication agents, ▇▇▇▇▇▇▇ Sachs Credit Partners L.P. and ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity CompanyCapital Corporation, as Global Swing Line Lender documentation agents, and the other lenders from time to time party thereto (the “Existing Lenders”), thereto. The Borrower has requested that Section 11.13 of the Existing Credit Agreement (including such amended Section 11.13) be amended by the vote of the Required Lenders agreed under (and as defined in) the Existing Credit Agreement to make extensions read in its entirety as Section 11.13 of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiariesthis Agreement, and immediately following the L/C Issuer agreed to issue Letters effectiveness of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested such amendment, that the Existing Credit Agreement (including such amended Section 11.13) be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries Borrower pursuant to the terms of this Agreement, and the Required Lenders (under and as defined in the Existing Credit Agreement) have agreed to amend Section 11.13 of the Existing Credit Agreement to read in its entirety as set forth in this Agreement, and immediately following the effectiveness of the amendment to Section 11.13, the Lenders (including certain of the Existing Lendersthose Persons who become Lenders hereunder pursuant to Section 11.13) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it . It has also been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than as referenced herein and other than for accrued and unpaid fees and expenses, and indemnification obligations, if anyprovisions, accrued and owing, owing under the terms of the Existing Credit Agreement on or prior to the Closing Date date hereof or arising (in the case of an indemnification) under the terms of the Existing Credit Agreement, in each case to the extent provided for in the Existing Credit Agreement). FurthermoreThe parties hereto agree that from and after the effectiveness of this Agreement, the obligations under the Existing Credit Agreement, including the terms of the extensions of credit outstanding thereunder, shall be continued as, and in connection with the foregoingevidenced by, the Company has requested that the Loans, Letters of Credit, Pre-Funded L/C Deposits and other Credit Agreement Obligations and Loan Documents. The Lenders provide a term loan facility, and the Lenders L/C Issuers have indicated their willingness to lend continue extensions of credit under such a term loan facilitythe Existing Credit Agreement as Loans and Letters of Credit hereunder, and make additional Loans, fund Pre-Funded L/C Deposits and continue existing or issue additional Letters of Credit on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Pursuant The Guarantor is Parent (as defined in the Credit Agreement) to the Third Borrower (defined below), and party to that certain Subsidiary Guaranty, dated as of August 12, 2010 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Existing MLP Guaranty”). Foresight Energy LLC, a Delaware limited liability company and wholly owned subsidiary of the Guarantor (the “Borrower”), certain subsidiaries of the Borrower as subsidiary guarantors (the “Subsidiary Guarantors”) and the financial institutions and other Persons party thereto are party to a Second Amended and Restated Credit Agreement dated as of August 23, 2013 (as amended through the date hereof, the “Existing Credit Agreement”). The Guarantor is party to that certain Amendment Agreement, dated as of February 6August 30, 2018 2016 (as amended, amended by a First and restated, supplemented or otherwise modified from time to time, the “Amendment Agreement”), with the Borrower, the Subsidiary Guarantors, each of the Lender Parties party thereto and Citibank, N.A., as Administrative Agent and Collateral Agent (“Agent”). Pursuant to the terms of the Amendment Agreement, the Existing Credit Agreement will be amended and restated to the Third Amended and Restated Credit Agreement dated as of November 7August 30, 20182016 (as amended, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amendedrestated, supplemented or otherwise modified prior from time to the Closing Datetime, the “Existing Credit Agreement”), among ; the Company, Bank of America, N.A.capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) with certain Lender Parties party thereto and the Agent as Collateral Agent and Administrative Agent. The Guarantor, as Administrative AgentParent to the Borrower, U.S. Swing Line Lender will derive substantial direct and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender indirect benefits from the transactions contemplated by the Amendment Agreement and the other lenders from time to time party thereto (Credit Agreement and may receive, directly or indirectly, a portion of the “Existing Lenders”), proceeds of the Existing Lenders agreed to make extensions of credit Loans under the Credit Agreement. It is a condition precedent to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit (the “Existing Letters of Credit”) to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested Amendment Agreement that the Existing Credit Agreement be amended Guarantor shall have executed and restated delivered this Guaranty in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) order to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:MLP Guaranty.