Common use of PRELIMINARY STATEMENTS Clause in Contracts

PRELIMINARY STATEMENTS. Reference is made to that certain First Lien Credit Agreement, dated as of August 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend 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 as follows:

PRELIMINARY STATEMENTS. Reference is made The Borrower, Barclays Bank PLC, as administrative agent and collateral agent (the “Existing Administrative Agent”), and each Lender from time to that certain First Lien time party thereto are parties to the Term Loan Credit Agreement, Agreement dated as of August 6September 30, 2019 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Existing Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Existing Credit Agreement be amended provided the Borrower with Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and restated as provided herein to, among other things, provide for Initial U.S. Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant 370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and were used to Sections 2.15 of the Original Credit Agreement to refinance repay in full the loans Initial Term Loans outstanding under as of the Original Credit Agreement with new Term B Loans under this Agreement First Amendment Effective Date and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) finance a portion of the cash on hand at consideration in connection with the Parent Borrower First Amendment Transactions and its Subsidiaries the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (iib) the proceeds of the Unsecured Notes delayed draw term loans in an initial aggregate principal amount of $500,000,000 100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Unsecured Notes IndentureExisting Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, will on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used on to finance a portion of the Closing Date consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Borrowers Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to consummate provide for the Closing Date Refinancing, 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect make certain other amendments to the FacilitiesExisting Credit Agreement. The Lenders have indicated their willingness to lend 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 that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

PRELIMINARY STATEMENTS. Reference is made to that certain First Lien The Borrower, Bright Horizons Capital Corp., the Lenders, ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, as Administrative Agent, Swing Line Lender, L/C Issuer, Joint Lead Arranger and Joint Bookrunner, entered into the Credit Agreement, Agreement dated as of August 6January 30, 2019 2013 (as amended by Amendment No. 1 dated as of November 19, 2014, as supplemented by the Incremental Joinder dated as of December 9, 2014, as amended by the Extension and Incremental Amendment dated as of January 26, 2016, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Existing Credit Agreement”). The Borrower, by and among, inter aliosBright Horizons Capital Corp., the Parent BorrowerLenders, the other Borrowers party thereto from time to time▇▇▇▇▇▇▇ Sachs Bank USA, the Guarantors party thereto from time to timeas existing Administrative Agent, the lenders party thereto from time to timeL/C Issuer and Swing Line Lender, and Bank of AmericaJPMorgan Chase Bank, N.A., as administrative agent. The Parent successor Administrative Agent and L/C Issuer, have entered into the Incremental and Amendment and Restatement Agreement, dated as of November 7, 2016 (the “Incremental and Amendment and Restatement Agreement”), pursuant to which (i) the Effective Date Term B Lenders (as defined below) agreed to make Effective Date Term B Loans (as defined below) in an aggregate principal amount of $925,000,000 on the Amendment and Restatement Effective Date (as defined below), (ii) the Delayed Draw Term B Lenders (as defined below) agreed to make Delayed Draw Term B Loans (as defined below) in an aggregate principal amount of up to $200,000,000 on the Delayed Draw Funding Date (as defined below), (iii) the Borrower has requested that agreed to use the Original Credit Agreement be amended and restated as provided herein proceeds of such Effective Date Term B Loans to, among other things, provide for Term B Loans on prepay in full the Closing Date in an initial aggregate outstanding principal amount of $600,000,000. The Lenders party hereto the Existing Term Loans (as defined in the Incremental and Amendment and Restatement Agreement), together with any accrued but unpaid interest and fees thereon and (iv) the parties thereto have agreed pursuant agreed, subject to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement terms and conditions thereof, to amend and restate the Original Existing Credit Agreement to be in the form hereof. As of the Amendment and Restatement Effective Date, the Existing Credit Agreement will be amended and restated in the form of this Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower Incremental and its Subsidiaries Amendment and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth hereinRestatement Agreement. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made to that certain First Lien Credit AgreementOn the Original Closing Date, dated as of August 6a credit agreement was entered into among the Borrower, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Credit Agreement”), by and among, inter alios, the Parent BorrowerHoldings, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders Lenders and Bank of America, N.A. as Administrative Agent (as amended and restated on February 14, 2020, the “Original Term Loan Credit Agreement”). On November 16, 2012, a credit agreement was entered into among the Borrower, Holdings, the other Guarantors party thereto from time to time, the Lenders and Bank of America, N.A.N.A. as Administrative Agent (as amended and restated on June 28, as administrative agent2013, March 6, 2015, August 10, 2017 and February 14, 2020, the “Original Revolving Credit Agreement”). The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for applicable Lenders extend credit to the Borrower in the form of (i) the Initial Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries 1,350,000,000 and (ii) the proceeds of the Unsecured Notes Revolving Credit Facility in an initial aggregate principal amount of $500,000,000 under 370,000,000. The proceeds of the Initial Term Loans, together with the proceeds of the Senior Unsecured Notes Indentureand all or a portion of a Revolving Borrowing, will be used on by the Borrower to directly or indirectly (i) refinance the entire aggregate principal amount of term loans outstanding under the Original Term Loan Credit Agreement immediately prior to the Closing Date by Date, (ii) refinance the Borrowers entire aggregate principal amount outstanding under the Original Revolving Credit Agreement and terminate the commitments thereunder, (aiii) redeem all of the Borrower’s 7.875% senior secured notes due 2022, 8.500% senior secured notes due 2024 and 7.625% senior notes due 2023 through a tender offer, redemption, satisfaction and discharge or otherwise (clauses (i), (ii) and (iii) are collectively referred to consummate herein as the “Closing Date Refinancing, Refinancing Transactions”) and (biv) to pay the Transaction Expenses costs and (c) expenses related thereto and to finance upfront fees and original issue discount with respect fund cash to the FacilitiesBorrower’s balance sheet. The Lenders have indicated their willingness proceeds of the Revolving Credit Facility will also be used by the Borrower and its Restricted Subsidiaries to lend on the terms replace, backstop or cash collateralize Existing Letters of Credit, for working capital and general corporate purposes (including permitted acquisitions) subject to the conditions terms set forth herein. The Borrower has requested that the Lenders amend and restate the Original Term Loan Credit Agreement in its entirety as set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made The Borrower, Holdings, the other Guarantors party thereto, certain Lenders party thereto, the Administrative Agent and other parties thereto are party to that certain First Lien Credit Agreement, dated December 24, 2012, as of August 6, 2019 (as amended, restated, amended and restatedrestated on January 22, supplemented or otherwise modified from time to time immediately prior to the date hereof2013, as further amended and restated on February 25, 2013 and as further amended on September 17, 2013 (the “Original Existing Credit Agreement”), by and among, inter alios, the Parent Borrower, parties thereto desire to amend the other Borrowers party thereto from time Existing Credit Agreement on and subject to time, the Guarantors party thereto from time to time, terms and conditions set forth herein and in the lenders party thereto from time to time, and Bank Amendment No. 3 dated as of America, N.A.the Amendment No. 3 Effective Date (“Amendment No. 3”). The Existing Credit Agreement, as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated pursuant to Amendment No. 1, and as provided further amended, restated, supplemented, waived, replaced, is referred to herein toas, among other thingsthis “Agreement”. Pursuant to Amendment No. 1 (i) a tranche of term loans were hereby created (the “Refinanced New Term Loans”) in an aggregate principal amount equal to the aggregate principal amount of Term Loans outstanding immediately prior to the Second Restatement Date (the “Original Term Loans”), provide for (ii) additional Term B Loans pursuant to Section 2.20(b) of the Existing Credit Agreement were hereby created on the Closing Second Restatement Date in an initial aggregate principal amount of $600,000,000. The 60,000,000 (the “Incremental New Term Loans,” and together with the Refinanced New Term Loans, the “New Term Loans”) and (iii) Lenders party hereto have agreed pursuant opting to Sections 2.15 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 Original Credit Agreement to refinance Exchange, the Borrower repaid in full the loans outstanding under 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 Credit Agreement with new Term B Loans under this Agreement and were terminated. Pursuant to amend and restate the Original Credit Agreement in accordance with the terms hereofAmendment No. The proceeds of the Term B Loans3, together with (i) a portion 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 cash on hand at the Parent Borrower and its Subsidiaries and Amendment No. 3 Effective Date, (ii) the proceeds additional Term Loans pursuant to Section 2.20(b) of the Unsecured Notes Existing Credit Agreement shall be created on the Amendment No. 3 Effective Date in an initial aggregate principal amount of $500,000,000 under 155,000,000 (the Unsecured Notes Indenture“Amendment No. 3 Incremental Term Loans”) and 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 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 (iv) certain other provisions of the Existing Credit Agreement shall be amended as reflected herein. After giving effect to the Amendment No. 3 Exchange and the Amendment No. 3 Repayment on the Amendment No. 3 Delayed Draw Effective Date, (i) all Term B-1 Loans will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses terminated and (cii) it is intended that the Amendment No. 3 Incremental Term Loans and Amendment No. 3 Delayed Draw Term Loans shall trade as a single Class of Term Loans and for the avoidance of doubt are referred to finance upfront fees and original issue discount with respect to herein as the FacilitiesTerm B-2 Loans. The Lenders have indicated their willingness to lend 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 as follows:

PRELIMINARY STATEMENTS. Reference is made to that certain First Lien Credit Agreement, dated as of August 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior Prior to the date hereofof this Agreement, the “Original Credit Agreement”)Borrowers and the Guarantors, by and among, inter alios, on the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to timeone hand, and Bank of America, N.A., as administrative agentthe Administrative Agent, and the lenders party thereto, on the other hand, entered into that certain Third Amended and Restated Credit Agreement, dated as of December 31, 2019 (as amended pursuant to that certain First Amendment to Third Amended and Restated Credit Agreement dated as of March 27, 2020, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of June 2, 2020, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of September 21, 2021, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of October 5, 2021, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of March 10, 2022, and as further amended from time to time and in effect immediately prior to the Fourth Restatement Date (as defined below), the “2019 Credit Agreement”), pursuant to which the lenders party thereto provided the Borrowers and Guarantors with certain financial accommodations. The Parent Borrower has Borrowers have requested that the Original Administrative Agent and the Lenders amend and restate the 2019 Credit Agreement be amended and restated as provided herein to, among other things, increase the Revolving Credit Commitment to $850,000,000, increase the Term Commitment to provide for Term B Loans on the Closing Date (x) a Euro-denominated term loan tranche in an initial aggregate principal amount of €65,310,000 and (y) a Dollar-denominated term loan tranche in an aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of 75,000,000, extend the Original Credit Agreement to refinance Maturity Date, and effect the other changes set forth in full this Agreement, and the loans outstanding under Administrative Agent and the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to so amend the 2019 Credit Agreement and to lend and 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 accordance with Section 11.01 of the 2019 Credit Agreement, the Borrowers, the Guarantors, the Lenders and the Administrative Agent desire to amend and restate the 2019 Credit Agreement as provided herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference This Agreement is made to that certain First Lien Credit Agreement, dated as of August 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior effective pursuant to the date hereof, the “Original Credit Agreement”), by Amendment and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time Restatement Agreement to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., which this Agreement is attached as administrative agent. Annex A. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Lenders extend credit to the Borrower in the form of (i) Term B Loans (as defined prior to giving effect to the Third Incremental Amendment Effective Date) in an initial aggregate Dollar Amount of $1,775,000,000, (ii) Term C Loans (as defined prior to giving effect to the Third Incremental Amendment Effective Date) in an initial aggregate Dollar Amount of $425,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of the New Term Loans (as defined in the Amendment and Restatement Agreement), together with a portion of the Borrower’s cash on hand, are being used by the Borrower on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 refinance all obligations of the Original Credit Agreement to refinance in full the loans outstanding Borrower under the Original Credit Agreement with new that are not subject to the Term B Loans under this Agreement Loan Conversion (as defined in the Amendment and Restatement Agreement) and to amend pay any related fees and restate the Original Credit Agreement expenses in accordance with the terms hereofconnection therewith. The proceeds of Revolving Credit Loans made after the Term B Loans, together with (i) a portion Closing Date will be used for working capital and other general corporate purposes of the cash on hand at Borrower and its Subsidiaries, including the Parent financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries (and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilitiesas otherwise expressly provided herein). The applicable Lenders have indicated their willingness to lend lend, and 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 as follows:

PRELIMINARY STATEMENTS. Reference is made Pursuant to that certain First Lien Credit the Amended and Restated Unit Purchase Agreement, dated as of August 612, 2019 2019, as amended on January 23, 2020, among the Initial Borrower, the SPAC, the Company and Atlas Technical Consultants Holdings, LP, a Delaware limited partnership (as amendedtogether with all exhibits, restated, amended schedules and restated, supplemented or otherwise modified from time to time immediately prior to the date hereofdisclosure letters thereto, the “Original Credit Acquisition Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Initial Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 will acquire all of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds Equity Interests of the Term B Loans, together with Company (ithe “Acquisition”) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. In consideration in the Acquisition Agreement, and (ii) immediately following the consummation of the mutual covenants and agreements herein containedAcquisition on the Closing Date, the Initial Borrower will merge with and into the Company, with the Company being the surviving Person of such merger (the “Merger”). The Initial Borrower has requested that the applicable Lenders extend credit to the Borrower in the form of (i) the Initial Term Loans in an initial aggregate principal amount of $281,000,000, (ii) the Revolving Loans in an aggregate principal amount of $40,000,000, (iii) Letters of Credit in an aggregate amount of $5,000,000 and (iv) Swing Loans in an aggregate principal amount of $5,000,000. The proceeds of the Initial Term Loans, together with the proceeds of the SPAC Equity Contribution and the proceeds of the Revolving Loans not to exceed $10,000,000 utilized on the Closing Date, will be used to (i) fund the Transactions (including to pay the Transaction Costs) and (ii) fund the Long Engineering Acquisition in the aggregate amount of $10,500,000. After the Closing Date, the proceeds of the Revolving Loans, Swing Loans and Letters of Credit will be used for working capital and general corporate requirements of the Borrower and its Restricted Subsidiaries, including the funding of Permitted Acquisitions, other permitted Investments and/or any other transaction not prohibited by the terms of this Agreement. The parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made to that certain First Lien Credit Agreement, dated as of August 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior Prior to the date hereofof this Agreement, the “Original Credit Agreement”)Borrowers and the Guarantors, by and among, inter alios, on the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to timeone hand, and Bank of America, N.A., as administrative agentthe Administrative Agent, and the lenders party thereto, on the other hand, entered into that certain Second Amended and Restated Credit Agreement, dated as of May 19, 2016 (as amended pursuant to that certain First Amendment to Second Amended and Restated Credit Agreement dated as of December 22, 2016, that certain Joinder, Assumption and Amendment Agreement dated as of May 30, 2017, that certain Third Amendment to Second Amended and Restated Credit Agreement dated as of August 1, 2017, that certain Fourth Amendment to Second Amended and Restated Credit Agreement dated as of February 26, 2018 and that certain Fifth Amendment to Second Amended and Restated Credit Agreement dated as of November 1, 2019, and as further amended from time to time and in effect immediately prior to the Third Restatement Date (as defined below), the “Existing Credit Agreement”), pursuant to which the lenders party thereto provided the Borrowers and Guarantors with certain financial accommodations. The Parent Borrower has Borrowers have requested that the Original Administrative Agent and the Lenders amend and restate the Existing Credit Agreement be amended and restated as provided herein to, among other things, provide for increase the Revolving Credit Commitment to $350,000,000, increase the Term B Loans on Commitment to the Closing Date in an initial aggregate principal amount Dollar Equivalent of $600,000,000. The Lenders party hereto have agreed pursuant 100,000,000, denominated in Euros, to increase the potential aggregate incremental increase of the Revolving Credit Facility and the Term Facility under Sections 2.15 of and 2.16 to $200,000,000, extend the Original Maturity Date, and effect the other changes set forth in this Credit Agreement to refinance in full Agreement, and the loans outstanding under Administrative Agent and the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to so amend the Existing Credit Agreement and to lend and 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 accordance with Section 11.01 of the Existing Credit Agreement, the Borrowers, the Guarantors, the Lenders and the Administrative Agent desire to amend and restate the Existing Credit Agreement as provided herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made Pursuant to that certain First Lien Credit (i) the Business Sale and Purchase Agreement, dated as of August 6December 20, 2019 2011 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereoftime, the “Original Credit Acquisition Agreement”), by and amongamong Holdings, inter alioson the one hand, and GlaxoSmithKline LLC, a company incorporated under the laws of the state of Delaware, and the other sellers identified therein (collectively, the Parent Borrower“Seller”), a Subsidiary Guarantor to whom Holdings will, at or prior to the other Borrowers party thereto Closing Date, assign its rights and obligations under the Acquisition Agreement (the “BSPA Assignment”) will acquire (the “Acquisition”) the Acquired Business and (ii) the Business Sale and Purchase Agreement, dated as of December 20, 2011 (as amended, supplemented or modified from time to time, the Guarantors party thereto from time to time“Split Brands Acquisition Agreement”), by and among Holdings, on the lenders party thereto from time to timeone hand, and Bank of Americathe Seller, N.A., Holdings has agreed to acquire (the “Split Brands Acquisition”) the Split Brands prior the Split Brands Cutoff Date (as administrative agentdefined herein) . The Parent Borrower has requested that that, substantially simultaneously with the Original Credit Agreement be amended and restated as provided herein toconsummation of the Acquisition, among other things, provide for the Lenders extend credit to the Borrower in the form of 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 initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof660,000,000. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured issuance of the Senior Notes will be used by the Borrower to pay the consideration in connection with the Acquisition and Transaction Expenses. The Borrower has requested that, substantially simultaneously with the consummation of the 2014 Insight Acquisition, the Lenders extend credit to the Borrower in the form of Term B-2 Loans (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below) on the Amendment No. 2 Effective Date in an initial aggregate principal amount of $500,000,000 under 720,000,000. The proceeds of the Unsecured Notes IndentureTerm B-2 Loans, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) Borrower to pay the consideration in connection with the Insight Acquisition and Insight Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the FacilitiesExpenses. The applicable Lenders have indicated their willingness to lend 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 as follows:

PRELIMINARY STATEMENTS. Reference is made Pursuant to that certain First Lien Credit Agreement, dated as of August 6, 2019 the Acquisition Agreement (as amendedthis and other capitalized terms used in these preliminary statements are defined in Article I below), restatedNetwork Merger Sub, amended Inc., a direct wholly owned subsidiary of Holdings, merged with and restatedinto ASP NEP/NCP Holdco, supplemented or otherwise modified from time to time immediately prior Inc. (the “Company”), with the Borrower surviving as a wholly owned subsidiary of Holdings. Pursuant to the date hereofcertificate of merger filed upon the Acquisition, the Company was renamed NEP/NCP Holdco, Inc. This Agreement was originally entered into on December 24, 2012 (the “Original Credit Agreement”)) substantially simultaneously with the consummation of the Acquisition, by and among, inter alios, whereby (i) the Parent Borrower, Lenders extended credit to the other Borrowers party thereto from time to time, Borrower in the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank form of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the Closing Effective Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed 165,000,000 and (ii) certain lenders extended credit to the Borrower in the form of the First Lien Credit Agreement in an initial aggregate amount of $455,000,000 of term loans pursuant to Sections 2.15 the First Lien Credit Agreement and $60,000,000 of revolving commitments pursuant to the First Lien Credit Agreement to fund working capital purposes and general corporate purposes, including permitted acquisitions and capital expenditures. Pursuant to the Amendment Agreement (the “Amendment Agreement”) dated as of January 22, 2013, (a) $25,000,000 of outstanding Term Loans on the Restatement Effective Date were prepaid and (b) certain other changes were made to the Original Credit Agreement to refinance in full the loans outstanding under (the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate as amended by the Original Amendment Agreement, the “Existing Credit Agreement in accordance with the terms hereofAgreement”). The proceeds of the Term B Loans, Loans and the First Lien Term Loans incurred on the Effective Date together with (i) a portion of the Company’s cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes IndentureEquity Financing, will be were used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay (x) the Acquisition consideration and (y) the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend 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 as follows:Costs.

PRELIMINARY STATEMENTS. Reference is made 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 Borrower $200,000,000 in the form of a term loan A and $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 First Lien Credit Agreement, dated as of August 6November 20, 2019 (as amended2003, restatedmade by and among Holdings, amended and restatedthe Borrower, supplemented or otherwise modified the Administrative Agent, each lender from time to time immediately prior party thereto and certain others, as such Credit Agreement has been amended pursuant to the date hereofAmendment No. 1 to Credit Agreement dated as of September 17, 2004, Amendment No. 2 to Credit Agreement dated as of May 18, 2005, and Amendment No. 3 to Credit Agreement dated as of November 22, 2005 (as so amended, the “Original Existing Credit Agreement”), by (ii) to pay fees and amongexpenses incurred in connection with the implementation of the credit facilities pursuant hereto (such payment of fees and expenses, inter aliostogether with the refinancing and redenomination of the credit facilities under the Existing Credit Agreement, hereinafter the Parent Borrower“Transaction”), (iii) to provide ongoing working capital for the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to timeBorrower and its Subsidiaries, and Bank (iv) for other general corporate purposes of America, N.A., as administrative agentthe Borrower and its Subsidiaries. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Existing Credit Agreement in accordance with to provide a term A loan facility, a term B loan facility and a revolving credit facility, and the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend so 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 as follows:

PRELIMINARY STATEMENTS. Reference is made to that certain First Lien Credit AgreementThe Borrower, the Guarantors, Bank of America, as administrative agent and collateral agent and the other lenders, swing line lenders and letter of credit issuers party thereto entered into a credit agreement dated as of August 6January 30, 2019 2012 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Existing Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans applicable Lenders extend credit to the Borrower on the Closing Restatement Effective Date in the form of term loans in an initial aggregate principal amount of $600,000,000650,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 proceeds of the Original Credit Agreement term loan borrowings hereunder will be used (i) to refinance repay in full the existing term loans outstanding and any accrued interest and fees of the Borrower under the Original Existing Credit Agreement with new Term B Loans under this Agreement and (ii) to finance the 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 Asset Purchase Agreement, dated as of 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 Seller, in each such case, simultaneously herewith. Subject to the satisfaction of the conditions set forth in Section 4.01 hereof, the parties hereto as of the Restatement Effective Date have agreed to amend and restate the Original Existing Credit Agreement in accordance with the terms hereof. The proceeds form of this Agreement, and the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The applicable Lenders have indicated their willingness to lend and 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 as follows:

PRELIMINARY STATEMENTS. Reference is made to that certain First Lien Credit Agreement, dated as of August 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Credit Agreement”), by and among, inter alios, the Parent Borrower, the other The Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has have requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Lenders 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 initial aggregate principal amount of $600,000,000500,000,000 and (ii) Revolving Credit Commitments in an aggregate principal amount of $325,000,000. The Lenders party hereto have agreed pursuant Revolving Credit Commitments permit the making of Revolving Credit Loans, Swing Line Loans and the issuance of Letters of Credit from time to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereoftime. The proceeds of the Term B Loans, together with the proceeds of the Senior Notes, will be used by the Borrowers to (i) a portion repay in full all indebtedness outstanding under the Credit Agreement, dated as of June 17, 2010, among the Lead Borrower, Deutsche Bank AG New York Branch, as administrative agent, and each lender from time to time party thereto (as amended, supplemented 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 Credit Agreement”) and terminate and release all commitments, security interests and guarantees in connection therewith, it being understood that any letters of credit, bank guarantees and similar accommodations outstanding under the Existing Credit Agreement may remain outstanding to the extent continued under this Agreement as Existing Letters of Credit or otherwise cash collateralized or backstopped by one or more Letters of Credit issued on the Closing Date, (ii) either (x) redeem or repay in full all of the cash on hand at outstanding 8.750% Senior Secured Notes due 2019, issued under the Parent Indenture (the “Existing Secured Notes Indenture”), dated as of January 29, 2013, by and among the Lead Borrower, the Co-Borrower and its Subsidiaries Wilmington Trust, National Association, as trustee and collateral agent, as amended or supplemented from time to time in accordance with the terms thereof prior to the date hereof (the “Existing Secured Notes”) or (y) provide notice for the redemption or repayment of all of the Existing Secured Notes and deposit proceeds sufficient to redeem or repay in full the Existing Secured Notes (including any accrued and unpaid interest thereon and premium related thereto) with such trustee to satisfy and discharge the Existing Secured 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 proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers “Refinancing”) and (aiii) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount in connection with respect to the Facilitiesforegoing. The applicable Lenders have indicated their willingness are willing to lend and the L/C Issuer is willing 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 as follows:

PRELIMINARY STATEMENTS. Reference is made to Alliance Resource Operating Partners, L.P., a Delaware limited partnership (the “Borrower”), JPMorgan, as administrative agent, and certain lenders party thereto, previously entered into that certain First Lien Fourth Amended and Restated Credit Agreement, dated as of August 6January 27, 2019 2017 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), and as a condition to the effectiveness of the Existing Credit Agreement, certain Subsidiaries of the Borrower entered into that certain Amended and Restated Subsidiary Guaranty, 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 and the 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 immediately prior to the date hereoftime, the “Original Credit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined), by which amends and amongrestates in its entirety the Existing Credit Agreement on the terms and conditions set forth therein, inter aliosand in connection therewith, the Parent Borrower, each Subsidiary of the other Borrowers Borrower party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to timehereto, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Administrative Agent are amending and restating the Original Credit Agreement be amended and restated Guaranty as provided herein toset forth herein. Each Guarantor may receive, among other thingsdirectly or indirectly, provide for Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 Advances under the Unsecured Notes Indenture, Credit Agreement and will be used on derive substantial direct and indirect benefits from the Closing Date transactions contemplated by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect Credit Agreement. It is a condition precedent to the Facilities. The making of Advances and the issuance of Letters of Credit by the Lenders under the Credit Agreement from time to time that each Guarantor shall have indicated their willingness to lend on the terms executed and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:delivered this Guaranty.

PRELIMINARY STATEMENTS. Reference is made The Borrower, Holdings and Sub Holdco are party to that certain First Lien Credit Agreement, dated as of August 6March 9, 2019 2011 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereofAmendment and Restatement Effective Date (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), the “Original Credit Agreement”), by and among, inter alios, among the Parent Borrower, the other Borrowers party thereto from time to timeHoldings, the Guarantors party thereto from time to timeSub Holdco, the lenders party thereto from time to time, and Bank of America, N.A.as Administrative Agent and Collateral Agent, as administrative agent. The Parent the other agents party thereto, and the Lenders from time to time party thereto, under which the Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date in obtained an initial aggregate principal amount of $600,000,000325,000,000 of Term B-1 Loans, the proceeds of which, together with the proceeds of (i) the Equity Contribution, (ii) the Initial ABL Borrowings and (iii) the issuance of the Senior Subordinated Notes, were used to pay the consideration and other amounts owing in connection with the Acquisition under the Acquisition Agreement, to repay certain existing indebtedness and hedging obligations of the Borrower and its Subsidiaries and to pay all fees, costs and expenses incurred in connection with the Transaction and related transactions (including to fund any original issue discount and upfront fees) and to provide working capital. The Lenders party hereto parties to Amendment No. 1 have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement as provided in accordance with the terms hereof. The proceeds this Agreement to, among other things, (a) provide for a new tranche of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes B-2 Loans in an initial aggregate principal amount of $500,000,000 175,000,000, some of the proceeds of which shall be used to repay loans outstanding under the Unsecured Notes IndentureABL Facility and to increase balance sheet cash, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, and (b) amend Section 2.12 to pay permit the Transaction Expenses and (c) incurrence of additional Incremental Loans pursuant to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend 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 as follows:.

PRELIMINARY STATEMENTS. Reference is made to that certain First Lien Credit Agreement, dated as of August 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior Prior to the date hereofof this Agreement, the “Original Credit Agreement”)Borrowers and the Guarantors, by and among, inter alios, on the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to timeone hand, and Bank of America, N.A., as administrative agentthe Administrative Agent, and the lenders party thereto, on the other hand, entered into that certain Second Amended and Restated Credit Agreement, dated as of May 19, 2016 (as amended pursuant to that certain First Amendment to Second Amended and Restated Credit Agreement dated as of December 22, 2016, that certain Joinder, Assumption and Amendment Agreement dated as of May 30, 2017, that certain Third Amendment to Second Amended and Restated Credit Agreement dated as of August 1, 2017, that certain Fourth Amendment to Second Amended and Restated Credit Agreement dated as of February 26, 2018 and that certain Fifth Amendment to Second Amended and Restated Credit Agreement dated as of November 1, 2019, and as further amended from time to time and in effect immediately prior to the Third Restatement Date (as defined below), the “Existing Credit Agreement”), pursuant to which the lenders party thereto provided the Borrowers and Guarantors with certain financial accommodations. The Parent Borrower has Borrowers have requested that the Original Administrative Agent and the Lenders amend and restate the Existing Credit Agreement be amended and restated as provided herein to, among other things, provide for increase the Revolving Credit Commitment to $350,000,000, increase the Term B Loans on Commitment to the Closing Date in an initial aggregate principal amount Dollar Equivalent of $600,000,000. The Lenders party hereto have agreed pursuant 100,000,000, denominated in Euros, to increase the potential aggregate incremental increase of the Revolving Credit Facility and the Term Facility under Sections 2.15 of and 2.16 to $200,000,000, extend the Original Maturity Date, and effect the other changes set forth in this Credit Agreement to refinance in full Agreement, and the loans outstanding under Administrative Agent and the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to so amend the Existing Credit Agreement and to lend and 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 accordance with Section 11.01 of the Existing Credit Agreement, the Borrowers, the Guarantors, the Lenders and the Administrative Agent desire to amend and restate the Existing Credit Agreement as provided herein. On the First Amendment Effective Date, certain Lenders made new or additional Revolving Credit Commitments in an amount equal to $145,000,000; and on the Fourth Amendment Effective Date, certain Lenders are making new or additional Revolving Credit Commitments in an amount equal to $200,000,000. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made to that certain First Lien Credit Agreement, dated as of August 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior Prior to the date hereofof this Agreement, the “Original Credit Agreement”)Borrowers and the Guarantors, by and among, inter alios, on the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to timeone hand, and Bank of America, N.A., as administrative agentthe Administrative Agent, and the lenders party thereto, on the other hand, entered into that certain Second Amended and Restated Credit Agreement, dated as of May 19, 2016 (as amended pursuant to that certain First Amendment to Second Amended and Restated Credit Agreement dated as of December 22, 2016, that certain Joinder, Assumption and Amendment Agreement dated as of May 30, 2017, that certain Third Amendment to Second Amended and Restated Credit Agreement dated as of August 1, 2017, that certain Fourth Amendment to Second Amended and Restated Credit Agreement dated as of February 26, 2018 and that certain Fifth Amendment to Second Amended and Restated Credit Agreement dated as of November 1, 2019, and as further amended from time to time and in effect immediately prior to the Third Restatement Date (as defined below), the “Existing2016 Credit Agreement”), pursuant to which the lenders party thereto provided the Borrowers and Guarantors with certain financial accommodations. The Parent Borrower has Borrowers have requested that the Original Administrative Agent and the Lenders amend and restate the Existing2016 Credit Agreement be amended and restated as provided herein to, among other things, provide for increase the Revolving Credit Commitment to $350,000,000, increase the Term B Loans on Commitment to the Closing Date in an initial aggregate principal amount Dollar Equivalent of $600,000,000. The Lenders party hereto have agreed pursuant 100,000,000, denominated in Euros, to increase the potential aggregate incremental increase of the Revolving Credit Facility and the Term Facility under Sections 2.15 of and 2.16 to $200,000,000, extend the Original Maturity Date, and effect the other changes set forth in this Credit Agreement to refinance in full Agreement, and the loans outstanding under Administrative Agent and the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to so amend the Existing2016 Credit Agreement and to lend and 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 accordance with Section 11.01 of the Existing2016 Credit Agreement, the Borrowers, the Guarantors, the Lenders and the Administrative Agent desire to amend and restate the Existing2016 Credit Agreement as provided herein. On the First Amendment Effective Date, certain Lenders made new or additional Revolving Credit Commitments in an amount equal to $145,000,000; and on the Fourth Amendment Effective Date, certain Lenders are makingmade new or additional Revolving Credit Commitments in an amount equal to $200,000,000. On the Fifth Amendment Effective Date, the Maturity Date was extended, the maximum aggregate amount of requested increases to the Revolving Credit Facility and the Term Facility under Sections 2.15 and 2.16 was increased to $350,000,000, and Holdings became a Borrower. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made In connection with (a) the issuance of senior unsecured and unguaranteed notes (the “Notes”) of the Borrower issued prior to that certain First Lien the date hereof in an aggregate principal amount of $2,300 million (the “Notes Offering”), and (b) the refinancing of all of the Borrower’s outstanding loans and commitments under its existing Credit Agreement, dated as of August 623, 2019 2011 (as amended as of August 2, 2012 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereoftime, the “Original Existing Credit Agreement”), by among the Borrower, Scotiabank (as hereinafter defined), as administrative agent, each lender party thereto and amongthe other agents and arrangers party thereto, inter aliosincluding the termination of Swap Contracts entered into in connection therewith (the “Refinancing” and together with the Notes Offering, and all other transactions related thereto (including, without limitation, the Parent Borrowerpayment of related fees and expenses), the other Borrowers party thereto “Transactions”), the Borrower has requested that, from time to time, (i) the Guarantors party thereto from time Revolving Credit Lenders (as hereinafter defined) make revolving credit loans to timethe Borrower, (ii) the Swing Line Lender (as hereinafter defined) issue swing line loans to the Borrower and (iii) the L/C Issuer (as hereinafter defined) issue letters of credit for the account of the Borrower and its Subsidiaries (as hereinafter defined), in each case to provide ongoing working capital and for other general corporate purposes of the Borrower and its Subsidiaries (including investments and acquisitions permitted hereunder) and to pay transaction fees and expenses and to finance, in part, the lenders party thereto from time to timeRefinancing. In furtherance of the foregoing, and Bank of America, N.A., as administrative agent. The Parent the Borrower has requested that the Original Lenders provide the Revolving Credit Agreement be amended Facility (as hereinafter defined), and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders Swing Line Lender have indicated their willingness to lend and 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 as follows:

PRELIMINARY STATEMENTS. Reference is made to The Initial Borrower, the Administrative Agent and the lenders party thereto (collectively, the “Original Lenders”) previously entered into that certain First Lien Credit Agreement, dated as of August 6October 25, 2019 (as heretofore amended, restatedsupplemented, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereofeffectiveness of this Agreement, the “Original Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein tounder which, among other things, provide for Term B Loans on the Closing Date Original Lenders agreed to extend credit to the Initial Borrowers in the form of Initial Revolving Credit Commitments in an initial aggregate principal amount of equal to $600,000,000125,000,000. The Initial Revolving Credit Commitments were subsequently increased by an amount equal to $42,500,000. The Borrowers, the Guarantors, the Administrative Agent and the 2021 Extended Revolving Credit Lenders party hereto have agreed pursuant to Sections 2.15 of amend and restate in its entirety the Original Credit Agreement pursuant to refinance a certain Amended and Restated Credit Agreement, dated as of March 22, 2021, under which, among other things, the 2021 Extended Revolving Credit Lenders agreed to extend credit to the Initial Borrower in full the loans outstanding under the Original form of 2021 Extended Revolving Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes Commitments in an initial aggregate principal amount of equal to $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities167,500,000. The 2021 Extended Revolving Credit Commitments were subsequently increased by an amount equal to $5,000,000. The Revolving Credit Commitments permit the issuance of one or more Letters of Credit and Alternative Letters of Credit from time to time and the making of one or more Swing Line Loans from time to time. The applicable Lenders have indicated their willingness to lend and each of the L/C Issuer and the Alternative L/C Issuers has indicated its willingness to issue Letters of Credit or Alternative Letters of Credit, as applicable, in each case, on the terms and subject to the conditions set forth herein. The capitalized terms used in these preliminary statements are defined in Section 1.01 below. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made The Borrowers, the Administrative Agent and certain banks and other financial institutions (the “Existing Lenders”) are parties to that certain First Lien Credit Agreement, Agreement dated as of August 6October 17, 2019 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to in effect on the date hereof, the “Original Credit Agreement”), by and among, inter alios, ; capitalized terms used but not otherwise defined herein shall have the Parent Borrower, meanings assigned thereto in the other Credit Agreement) pursuant to which the Existing Lenders have made available to the Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for (i) Initial Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries 350,000,000 and (ii) the proceeds of the Unsecured Notes a Revolving Credit Facility in an initial aggregate principal committed amount of $500,000,000 under 160,000,000. Pursuant to Section 2.14 of the Unsecured Notes IndentureCredit Agreement, will be used on the Closing Date by Borrowers have requested the provision of an Incremental Term Commitment for a new tranche of Term Loans in an aggregate principal amount of $349,125,000 (collectively, the “Term B-1 Loans”), from certain Existing Lenders and other banks, financial institutions and institutional Lenders reasonably satisfactory to the Administrative Agent and the Borrowers (a) such other banks, financial institutions and institutional Lenders that are not Existing Lenders, collectively, the “New Lenders” and, together with the Existing Lenders that are party hereto, collectively, the “Incremental Lenders”), the proceeds of which Term B-1 Loans shall be used to consummate refinance the Closing Date RefinancingInitial Term Loans (either via cash settlement or, (b) to pay in the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The case of certain Existing Lenders have indicated their willingness to lend on the terms and subject to the conditions via a cashless roll of Initial Term Loans into Term B-1 Loans), all as set forth herein. This Amendment shall constitute an Increase Joinder referenced in Section 2.14 of the Credit Agreement. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made to that certain First Lien The Borrower, the Administrative Agent, the Collateral Agent and the Lenders party thereto have previously entered into the Credit Agreement, dated as of August 64, 2019 2015 (as amended, restated, amended the “Prior Credit Agreement”). The Borrower has requested the Lenders to extend credit in the form of Revolving Loans at any time and restated, supplemented or otherwise modified from time to time immediately prior to the date hereofMaturity Date, the “Original Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from in an aggregate principal amount at any time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank outstanding not in excess of America, N.A.$200,000,000, as administrative agentmay be increased pursuant to Section 2.16. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans Lenders to extend credit on the Closing Restatement Effective Date in the form of Term A-1 Loans in an initial aggregate principal amount not in excess of $600,000,000400,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 proceeds of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance Revolving Loans, together with the terms hereofproceeds of the Convertible Notes, are to be used solely to (a) to finance ongoing working capital needs and other general corporate purposes, including to finance Permitted Acquisitions, and (b) to pay fees and expenses in connection with the foregoing. The proceeds of the Term B A-1 Loans, together with cash on hand of the Borrower and its Restricted Subsidiaries, are to be used solely to (ia) to finance a portion of the cash on hand at the Parent Borrower Argentum Acquisitions, and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount expenses in connection with respect the Argentum Acquisitions and the Initial Term Loans. To effect the foregoing, the parties hereby agree, effective on and as of the Restatement Effective Date, to amend and restate the Prior Credit Agreement on the terms and subject to the Facilitiesconditions set forth herein. The applicable Lenders have indicated their willingness to lend lend, 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 as follows:

PRELIMINARY STATEMENTS. Reference is made to that Certain of the Loan Parties, the Administrative Agent, the Collateral Agent and certain First Lien of the Lenders, among others, have entered into an Amended and Restated Credit Agreement, Agreement dated as of August 6May 24, 2019 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and currently in effect immediately prior to the date hereofeffectiveness of this Agreement, the “Original Existing ABL Credit Agreement”). On September 9, by and among2015 (the “Petition Date”), inter alioseach of the Domestic Loan Parties (as defined herein, collectively, the Parent Borrower“Debtors”) filed a voluntary petition for relief (collectively, the other Borrowers party thereto from time to time, “Cases”) under Chapter 11 of the Guarantors party thereto from time to time, Bankruptcy Code with the lenders party thereto from time to time, and Bank United States Bankruptcy Court for the District of America, N.A., as administrative agentDelaware (the “Bankruptcy Court”). The Parent Borrower has Debtors are continuing in the possession of their assets and continuing to operate their respective businesses and manage their respective properties as debtors and debtors in possession under Sections 1107(a) and 1108 of the Bankruptcy Code. The Debtors and the other Loan Parties have requested that (a) the Original Lenders make available to the Domestic Borrowers, from and after the date of entry of the Interim Order (the “Interim Order Date”), a senior secured, super-priority debtor-in-possession revolving credit facility and (b) that the terms of the Existing ABL Credit Agreement be amended and restated as provided herein toin their entirety, among other things, provide for Term B Loans all on the Closing terms and conditions set forth herein. In furtherance of the foregoing, the Debtors and the other Loan Parties have also requested that (a) on the Interim Order Date (or within one Business Day thereafter), the Canadian Lenders and the Australian Lenders, respectively, shall make loans to each of the Canadian Borrower and the Australian Borrower, respectively, in an initial aggregate amount equal to the principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 balance of the Original Credit Agreement Extensions owed to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement General Electric Capital Corporation and to amend ▇▇▇▇▇ Fargo Bank, National Association and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds their respective Affiliates by each such Borrower as of the Term B LoansPetition Date, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of such loans shall be used to repay such lenders the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenturetheir respective Credit Extensions, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancingin each case, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend on upon 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 the Agent (for the benefit of the Credit Parties) the following (as follows:more fully described herein):

PRELIMINARY STATEMENTS. Reference is made to that certain First Lien With the proceeds of the Credit Agreement, dated as of August 6, 2019 Facilities (as amendedhereinafter defined) and the Senior Subordinated Debt Financing (as hereinafter defined), restatedthe Borrower and its Subsidiaries (as hereinafter defined) will complete the acquisition (the "Acquisition") of substantially all of the assets comprising the optical medical device, amended contact lens care, surgical and restatednew device technology businesses (and related businesses) of Allergan, supplemented or otherwise modified from time to time immediately prior Inc., a Delaware corporation ("Allergan"), and its Subsidiaries (collectively, the "Business"), and not later than July 31, 2002 Allergan contemplates that all of the shares of common stock of the Borrower will be distributed to the date hereofstockholders of Allergan (the Acquisition and such share distribution being hereinafter collectively referred to as the "Spinoff"). In order to provide a portion of the financing necessary to consummate the Acquisition, the “Original Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Lenders extend to it a revolving credit facility and a term facility (together, the "Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on Facilities") in the Closing Date in an initial aggregate principal amount of $600,000,000. The 135,000,000, and the Lenders party hereto have agreed pursuant are willing to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with do so but only on the terms hereofand conditions set forth herein. The proceeds of from the Term B LoansCredit Facilities will be used, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes IndentureSenior Subordinated Debt Financing, will be used on the Closing Date by the Borrowers to (a) repay to consummate Allergan certain intercompany indebtedness of approximately $80,000,000 to $90,000,000 incurred in connection with the Closing Date RefinancingSpinoff, (b) pay a distribution to pay Allergan in connection with the Transaction Expenses and Spinoff in an amount approximately equal to $171,000,000 less the amount of intercompany indebtedness repaid pursuant to clause (a) above, (c) to finance upfront repay approximately $95,000,000 of liabilities assumed by the Borrower from Allergan in connection with the Spinoff, (d) provide for working capital and general corporate purposes of the Borrower and its Subsidiaries, and (e) pay related fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth hereinexpenses. In consideration of the mutual covenants and agreements herein contained, the parties hereto hereby covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made The Company and Sunbelt Refining Company, L.P., a Delaware limited partnership ("Sunbelt"), have heretofore executed and delivered to that the Trustee a certain First Lien Credit Agreement, Amended and Restated Collateralized Trust Indenture dated as of August 6December 12, 2019 1996 (the "Original Indenture") providing for the issue of the Company's $14,400,000 principal amount of 12% Senior Secured Notes (Other) due 2005 (the "Senior Notes (Other)") and $9,100,000 principal amount of the Company's 12% Senior Secured Notes (Sunbelt IDB) due 2005 (the "Senior Notes (Sunbelt IDB)"). The Indenture has heretofore been amended by a First Supplemental Indenture dated as amendedof October 31, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Credit Agreement”)1997, by and amongamong the parties hereto (the Original Indenture as so amended is referred to herein as the "Indenture"). All terms in this Second Supplemental Indenture that are defined in the Indenture shall have the same meanings assigned to them in the Indenture. Section 802 of the Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee with the consent of Requisite Holders to change or modify any provision of the Indenture, inter alios, except in certain circumstances set forth in Section 802 in which the Parent Borrower, consent of the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank Holder of America, N.A., as administrative agenteach Outstanding Security affected thereby is required. The Parent Borrower has requested that Company and the Original Credit Agreement be amended and restated as provided herein to, among other things, Holders have agreed to amend the Indenture in order to (i) provide for Term B Loans on the Closing Date issuance of New Senior Notes (Sunbelt IDB) under the Indenture in an initial the aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant 9,100,000, (ii) provide that the interest rate (prior to Sections 2.15 default) payable on the portion of the Original Credit Agreement to refinance in full New Senior Notes (Sunbelt IDB) that is not payable on demand shall be 0% per annum, (iii) provide that the loans outstanding maturity date of the New Senior Notes (Sunbelt IDB) shall be December 31, 2005, (iv) provide that, upon the occurrence of any unreimbursed draw under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds IDB Letter of the Term B LoansCredit, together with (i) a portion of the cash New Senior Notes (Sunbelt IDB) in the amount of such unreimbursed draw shall automatically become payable on hand at demand, (v) provide that the Parent Borrower interest rate (prior to default) payable on the portion of the New Senior Notes (Sunbelt IDB) that has become payable on demand shall be the higher of 12% per annum and its Subsidiaries the prime rate plus 4% per annum, (vi) modify the provisions regarding the application of CDSA to the redemption of the Senior Notes, (vii) provide for the exchange of all Existing Senior Notes (Sunbelt IDB) for New l Senior Notes (Sunbelt IDB), and (iiviii) the proceeds modify certain other covenants, terms and provisions of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend on the terms and subject to the conditions Indenture as set forth herein. In consideration The Company has duly authorized the creation of an issue of its New Senior Notes (Sunbelt IDB) of substantially the mutual covenants tenor and agreements herein containedamount hereinafter set forth, and to provide therefor, the parties hereto covenant Company has duly authorized the execution and agree as follows:delivery of this Second Supplemental

PRELIMINARY STATEMENTS. Reference is made The Borrowers have requested that (i) the Term Loan A Lenders extend credit to that certain First Lien Credit the Term Loan Borrower in the form of Term A Loans on the Closing Date in an initial aggregate principal amount of up to $250.0 million pursuant to this Agreement, dated as of August 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior ii) the Term Loan B Lenders extend credit to the date hereof, Term Loan Borrower in the “Original Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank form of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date in an initial aggregate principal amount of up to $600,000,000. The Lenders party hereto have agreed 750.0 million pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and (iii) the Revolving Credit Lenders extend credit to amend and restate the Original Credit Agreement Revolver Borrowers in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes Revolving Credit Commitments in an initial aggregate principal amount of up to $500,000,000 under 250.0 million pursuant to this Agreement (with the Unsecured aggregate principal amount of Revolving Credit Loans permitted to be borrowed on the Closing Date). On the Closing Date, Parent will enter into the Senior Notes IndentureIndenture pursuant to which Parent will issue Senior Notes in an aggregate principal amount of $400.0 million and the proceeds of the Loans, together with the Senior Notes and the cash on hand, will be used in part to repay in full all amounts due or outstanding under the Credit Agreement dated as of February 15, 2017, as amended and restated on March 8, 2018, among Parent, the Closing Date by Term Loan Borrower, HII, HIL, HLF Financing US, LLC, a Delaware limited liability company as the Borrowers other term loan borrower thereunder, the guarantors party thereto, the lenders party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent for the Term Loan Lenders and Coöperatieve Rabobank U.A., New York Branch, as administrative agent for the Revolving Credit Lenders (athe “Existing Credit Agreement”) to consummate and such repayment, together with the Closing Date termination of all commitments thereunder and the release of all liens granted in connection therewith, the “Refinancing”), (b) and to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the FacilitiesCosts. The Lenders have indicated their willingness to lend extend 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 as follows:

PRELIMINARY STATEMENTS. Reference is made Capitalized terms used in these preliminary statements shall have the respective meanings set forth for such terms in Section 1.01 hereof. The Corporate Co-Borrower has requested, and the Administrative Agent and the Lenders have agreed, to that certain First Lien amend and restate the Second Amended and Restated Credit Agreement, dated as of August 6January 28, 2019 (as amended2010, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to among the date hereof, the “Original Credit Agreement”), by and among, inter alios, the Parent Corporate Co-Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of AmericaJPMorgan Chase Bank, N.A., as administrative agentagent (the “Previous Credit Agreement”). The Parent Investors, together with other equity investors, have formed Holdings, which in turn has formed the LLC Co-Borrower as a wholly owned subsidiary thereof. On September 6, 2010, the LLC Co-Borrower and the Corporate Co-Borrower entered into an Agreement and Plan of Share Exchange (together with all schedules, exhibits and annexes thereto, in each case as may be waived, supplemented or otherwise modified, the “Acquisition Agreement”). To consummate the acquisition of the Corporate Co-Borrower pursuant to the Acquisition Agreement (the “Acquisition”), as of September 6, 2010, the Investors and certain other investors and associated entities made preferred equity contributions (the “Onex Bridge”) directly or indirectly to the LLC Co-Borrower in an aggregate amount up to $158,800,000 and have contributed other common equity to Holdings (the “Equity Contribution”). The Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Lenders extend credit to (i) the LLC Co-Borrower in the form of Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000170,000,000 and (ii) the Corporate Co-Borrower in the form of Revolving Credit Commitments in an initial aggregate amount of $275,000,000. The Lenders party hereto have agreed pursuant Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereoftime. The proceeds of the Term B LoansLoans made on the Closing Date will be used to (a) wholly or partially repay the Onex Bridge, together (b) pay the fees and expenses incurred in connection with the Transactions, (ic) fund a portion of the cash on hand at Acquisition and (d) repay a portion of the Parent 73/4 % Senior Notes issued by the Corporate Co-Borrower pursuant to the Indenture dated October 3, 2005 among the Corporate-Co Borrower, the guarantors named therein, and ▇▇▇▇▇ Fargo Bank, National Association (collectively, the “Existing Senior Notes”). The proceeds of the Revolving Credit Loans and Swing Line Loans shall be used to fund a portion of the Acquisition, pay fees and expenses incurred in connection with the Transactions, for working capital, general corporate purposes, and any other purpose not prohibited by this Agreement including Permitted Acquisitions and other Investments. The Letters of Credit shall be used solely to support obligations of Holdings and its Subsidiaries incurred for working capital, general corporate purposes and any other purpose not prohibited by this Agreement. On the Closing Date, immediately after the funding of the Term B Loans and the Revolving Credit Loans, the Investors and other equity investors shall transfer their interests in the LLC Co-Borrower and the Corporate Co-Borrower to Holdings such that Holdings will own 100% of the Equity Interests of the LLC Co-Borrower, which shall in turn own 100% of the Equity Interests of the Corporate Co-Borrower (the “Holdings Capitalization”) and each of the LLC Co-Borrower and Onex ResCare Holdco II, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of the Investors, will merge with and into the Corporate Co-Borrower, with the Corporate Co-Borrower being the surviving entity (the “Merger”). On the Closing Date, immediately after the funding of the Term B Loans and the Revolving Credit Loans but before the Merger, the LLC Co-Borrower will convert into a Delaware corporation. The Corporate Co-Borrower has requested, and the Administrative Agent and the Lenders have agreed to enter into this Agreement in order to (a) amend and restate each of the Previous Credit Agreement and the Previous Guaranty Agreement in its entirety, (b) re-evidence the Obligations, which shall be payable in accordance with the terms of this Agreement and (c) set forth the terms and conditions under which the Lenders will, from time to time, make loans and extend other financial accommodations to and for the benefit of the Borrower. It is the intention of the parties to this Agreement that this Agreement not constitute a novation and that, from and after the Closing Date, (i) the Previous Credit Agreement shall be amended and restated hereby and all references herein to “hereunder,” “hereof,” or words of like import and all references in any other Loan Document to the “Credit Agreement” or words of like import shall mean and be a reference to the Previous Credit Agreement as amended and restated hereby (and any section references to the Previous Credit Agreement shall refer to the applicable equivalent provision set forth herein although the section number thereof may have changed) and (ii) the proceeds Previous Guaranty Agreement shall be amended and restated hereby and all references herein to “hereunder,” “hereof,” or words of the Unsecured Notes like import and all references in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect any other Loan Document to the Facilities. The Lenders have indicated their willingness to lend on the terms “Guaranty Agreement” or words of like import shall mean and subject be a reference to the conditions Previous Guaranty Agreement as amended and restated hereby (and any section references to the Previous Guaranty Agreement shall refer to the applicable equivalent provision set forth hereinherein although the section number thereof may have changed). In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made to that certain First Lien Credit Agreement, dated as As of August 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to 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 “Original Credit Senior Secured Notes”) issued pursuant to that certain Indenture dated as of December 29, 2006, by and among Neenah, as issuer, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), as Indenture Trustee, as supplemented on September 30, 2008 (the “Secured Notes Indenture”); As of the date hereof, the Subordinated Consenting Holders hold, in the aggregate, 100% of the aggregate outstanding principal amount of the 12.5% Senior Subordinated Notes due 2013 (the “Subordinates Notes”, and together with the Senior Secured Notes, the “Notes”) issued by Neenah; The Company and the Consenting Holders have agreed to implement a restructuring and reorganization of the Company pursuant to the terms and conditions set forth in 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, which term sheet is in form and substance acceptable to the Requisite Secured Noteholders (defined below) and the Company, and which may not be materially amended without the written consent of the Company and the 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 Subordinated Consenting Holders, the “Plan Term Sheet”) which is expressly incorporated herein and made part of this Agreement. The Plan Term Sheet sets forth the terms and conditions for 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 Plan Term Sheet is the product of arm’s length, good faith discussions between the Company and 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, the restructuring transactions contemplated by the Plan Term Sheet (the “Restructuring Transactions”) will be implemented through a plan of reorganization under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as amended, the “Bankruptcy Code”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank which plan of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement reorganization shall be amended and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date consistent in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance all material respects with the terms hereof. The proceeds of the Plan Term B Loans, together with Sheet and shall otherwise be satisfactory to the Requisite Secured Noteholders and the Company (i) a portion the “Plan”); and The Company has agreed to commence voluntary reorganization cases under chapter 11 of the cash on hand at Bankruptcy Code (the Parent Borrower and its Subsidiaries and “Chapter 11 Cases”) in the United States Bankruptcy Court for the District of Delaware (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a“Bankruptcy Court”) to consummate implement the Closing Date Refinancing, (b) to pay Plan and effect the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend 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 as follows:Restructuring Transactions.

PRELIMINARY STATEMENTS. Reference is made to that certain First Lien Credit Agreement, dated as of August 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to Capitalized terms used in these preliminary statements shall have the date respective meanings set forth for such terms in Section 1.01 hereof, the “Original Credit Agreement”), by and among, inter alios, the Parent . The Borrower, Holdings, certain of the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, Lenders and Bank of America, N.A., as administrative agentagent for such lenders, are parties to the Existing Credit Agreement (defined below) pursuant to which certain term loans, revolving credit, swingline and letter of credit facilities have been made available to the Borrower. The Parent Borrower has requested that the Original Lenders amend and restate the Existing Credit Agreement be amended and restated as provided herein to, among other things, provide for to extend credit to the Borrower in the form of (i) Term B A Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 200,000,000, (ii) continue a Revolving Credit Facility (as defined thereunder) but in an increased aggregate principal amount of the Original Credit Agreement to refinance $250,000,000 and (iii) Delayed Draw Term Loans in full the an aggregate principal amount of $200,000,000, and in connection therewith, all loans outstanding under the Original Existing Credit Agreement with new Term B will be fully repaid. The Revolving Credit Facility may include one or more Swing Line Loans under this Agreement and one or more Letters of Credit from time to amend and restate the Original Credit Agreement in accordance with the terms hereoftime. The proceeds of the Term B Loans, together with A Loans made on the Amendment and Restatement Effective Date may be used to finance the Transactions (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the as defined below). The proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will Revolving Credit Loans and Swing Line Loans may be used on the Closing Amendment and Restatement Effective Date by (or, in the Borrowers case of the Special Dividend, within 5 Business Days thereafter) (ai) to consummate the Closing Date Refinancing, (b) to pay finance the Transaction Expenses and (cii) in an amount up to $100,000,000 to finance upfront fees and original issue discount with respect to a portion of the FacilitiesTransactions. The proceeds of the Delayed Draw Term Loans and the Revolving Credit Loans and Swing Line Loans may be used after the Amendment and Restatement Effective Date for working capital, general corporate purposes and any other purpose not prohibited by this Agreement, including Permitted Acquisitions and other Investments. The Letters of Credit may be used to support obligations of Holdings, the Borrower and its Restricted Subsidiaries incurred for working capital, general corporate purposes and any other purpose not prohibited by this Agreement. The applicable Lenders have indicated their willingness to lend and each 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 as follows:

PRELIMINARY STATEMENTS. Reference is made The Borrower, Holdings, the lenders party thereto from time to time (the “Lenders”), the Administrative Agent and the other parties thereto have entered into that certain First Lien Credit Agreement, dated as of August 6April 1, 2019 2014 (as amended by that certain Incremental First Lien Term Commitments Amendment dated as of September 27, 2016 and that certain Second Amendment to First Lien Credit Agreement dated as of June 7, 2017, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Credit 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), by . Pursuant to and among, inter aliosin accordance with Section 2.12 of the Credit Agreement, the Parent Borrower, the other Borrowers party thereto Borrower may request from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agentIncremental First Lien Term Commitments. The Parent Borrower has requested that notified the Original Credit Agreement be amended and restated as provided herein to, among other things, provide Administrative Agent of its request for an Incremental First Lien Term B Loans on the Closing Date Commitment in an initial aggregate principal amount of equal to $600,000,000996,839,654.38 on the terms set forth in this Amendment. The Lenders party hereto Administrative Agent and the Borrower have agreed pursuant to Sections 2.15 of determined that the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Incremental First Lien Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Commitments Effective Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to such Incremental First Lien Term Commitment shall be the FacilitiesThird Amendment Effective Date (as defined below). The Lenders have indicated their willingness Pursuant to lend on Section 2.12(d) of the terms 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 opinion of the Administrative Agent, to effect the provisions of Section 2.12 of the Credit Agreement. Barclays and subject to Credit Suisse Loan Funding LLC (acting through such of its affiliates or branches as it deems appropriate, “CS”), are acting as joint lead arrangers and joint bookrunners for this Amendment (in such capacities, collectively, the conditions set forth herein“Arrangers”). In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made 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 that certain First Lien Credit Agreement, dated as of August 6November 22, 2019 (as amended, restated, amended and restated, supplemented or otherwise and/or modified from time to time immediately prior to the date hereof, including pursuant to (i) that certain Amendment ▇▇. ▇, ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇, ▇▇▇▇ (▇▇) that certain Tertiary Draw and Commitment Agreement, Waiver and Amendment dated as of December 20, 2020 and (iii) that certain Amendment, Limited Waiver and Consent, dated as of May 10, 2021, the “Original Existing Credit Agreement”), by and amongtogether with any other agreements, inter aliosinstruments, and documents heretofore, evidencing, securing, guaranteeing or otherwise relating to the Obligations (as defined therein) thereunder, collectively, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent“Existing Loan Documents”). The Parent Borrower has requested that that, upon satisfaction or waiver of the Original Credit Agreement be amended conditions set forth in Sections 4.01 and restated 4.02, as provided herein toapplicable, among other things, provide for the Lenders extend credit to the Borrower in the form of (i) the Initial Term B Loans on the Closing Date in an initial aggregate principal amount equal to the aggregate Initial Commitment of $600,000,000. The all of the Lenders party hereto have agreed (which shall be effectuated pursuant to Sections 2.15 the Cashless Roll described in Section 1.10) and (ii) after the Restatement Closing Date (subject to the conditions set forth in Section 4.02), the Delayed Draw Term Loans in an initial aggregate principal amount equal to $11,679,000.00, and in any case not to exceed the aggregate unused portion of the Original Delayed Draw Term Loan Commitments of all of the Lenders following the consummation of the Transactions. Any Lender holding Loans under the Existing Credit Agreement immediately prior to refinance in full the loans outstanding under the Original Credit effectiveness of this Agreement with new Term B Loans that will not be 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 principal balance of its original Loans under the Existing Credit Agreement, then such Lender shall be considered an Exiting Lender with respect to the difference between its original Loan principal balance and to amend and restate the Original Credit Agreement in accordance with the terms hereofits new Loan principal balance under this Agreement. The proceeds of the Term B LoansLoans will be used by the Borrower, together with directly or indirectly, to fund (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and balance sheet, (ii) the proceeds Borrower’s portion of the Unsecured Notes in an development, construction and operating costs associated with or related to certain Projects (as hereinafter defined), including, without limitation, any initial aggregate principal amount of $500,000,000 under working capital and (iii) the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay Transactions and the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the FacilitiesExpenses. The applicable Lenders have indicated their willingness to lend 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 as follows:.

PRELIMINARY STATEMENTS. Reference is made The Borrower intends to that certain First Lien Credit acquire Microsemi LLC – RF Integrated Solutions, a Delaware limited liability company (the “Target”); Pursuant to the Stock Purchase Agreement, dated as of August 6March 23, 2019 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereoftime, the “Original Credit Acquisition Agreement”), by ) among the Borrower and among, inter aliosMicrosemi Corporation, the Parent BorrowerBorrower has agreed to acquire all of the Capital Stock of the Target (the “Microsemi Acquisition”); Substantially simultaneously with the consummation of the Microsemi Acquisition, the other Borrowers party thereto from time Lenders extended credit to time, the Guarantors party thereto from time to time, Borrower in the lenders party thereto from time to time, and Bank form of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans (i) a term A loan facility on the Closing Date (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below) in an aggregate principal amount of $200,000,000 and (ii) a revolving credit facility with an initial aggregate principal amount of commitments of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof100,000,000. The proceeds of the Term B Loansterm A loan facility funded on the Closing Date, together with the proceeds of (i) a portion of Revolving Credit Loans made on the cash on hand at the Parent Borrower and its Subsidiaries and Closing Date, (ii) the proceeds Pre-Closing Equity Offering and (iii) solely at the option of the Unsecured Notes Borrower, cash on the balance sheet, in each case, were used by the Borrower to (1) consummate the Refinancing, (2) finance the Microsemi Acquisition and (3) pay Transaction Expenses in connection with the foregoing. On the Amendment No. 1 Effective Date, the Term Loans made on the Closing Date were optionally prepaid in full pursuant to Section 2.06(a) hereof. The Borrower has requested that the Lenders extend credit to the Borrower in the form of an upsized revolving credit facility with an initial aggregate principal amount of commitments of $500,000,000 under 750,000,000. The revolving credit facility will permit the Unsecured Notes Indenture, issuance of one or more Letters of Credit from time to time and the making of one or more Revolving Credit Loans and/or Swingline Loans from time to time. The proceeds of the revolving credit facility and the commitments hereunder made available on the Amendment No. 3 Effective Date will be used on the Closing Date by the Borrowers Borrower for general corporate purposes (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses including Acquisitions and (c) to finance upfront fees and original issue discount with respect to the Facilitiesother purposes not prohibited hereunder). The Lenders have indicated their willingness to lend and 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 these premises and the mutual covenants and agreements herein containedcontained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made Pursuant to that certain First Lien Credit Agreement, dated as of August 6, 2019 the Acquisition Agreement (as amendedthis and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), restatedMerger Sub merged with and into (the “Merger”) Domtar Corporation, amended a Delaware corporation (the “Company” and restatedtogether with its subsidiaries, supplemented or otherwise modified the “Acquired Business”), with the Company surviving as successor Borrower (the “Acquisition”). The Borrower and each Co-Borrower have requested that from time to time immediately prior to the date hereof, the “Original Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans (including on the Closing Date substantially simultaneously with the consummation of the Acquisition and upon satisfaction (or waiver) of the conditions precedent set forth in Article IV below), the Tranche 1 Revolving Lenders make Tranche 1 Revolving Loans, the Swing Line Lender to make Swing Line Loans and the Issuing Banks issue Letters of Credit, pursuant to the terms of this Agreement. On the Closing Date, the Initial Borrower entered into the Term Loan Credit Agreement pursuant to which the Term Loan Lenders extended credit to the Borrower in the form of Initial Term Loans in an initial aggregate principal amount of $600,000,000525,000,000 and delayed draw term loans in an aggregate principal amount of up to $250,000,000. The Lenders party hereto have agreed On October 18, 2021, the Initial Borrower, as “issuer”, entered into the Senior Secured Notes Indenture pursuant to Sections 2.15 of which the Original Credit Agreement to refinance in full Initial Borrower issued the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Senior Secured Notes in an initial aggregate principal amount of $500,000,000 775,000,000. On or prior to the Closing Date, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Company Persons and other equity investors made the Equity Contribution in accordance with and subject to the terms of the Acquisition Agreement. On the Closing Date, the Initial Borrower repaid (or caused to be repaid) all outstanding Indebtedness (the “Existing Indebtedness”) under, terminated any commitments under, and caused to be released any contractual Liens securing obligations under the Unsecured Notes IndentureExisting Credit Documents (such repayment, repurchase termination and release, collectively, the “Closing Date Refinancing”). The proceeds of the borrowings hereunder permitted on the Closing Date, together with the proceeds of the Initial Term Loans, the Senior Secured Notes, the Equity Contribution and cash on hand at the Borrower and its Subsidiaries will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees the Transactions, for working capital purposes and original issue discount with respect to the Facilitiesfinance transactions not prohibited by this Agreement. The applicable Lenders have indicated their willingness to lend lend, and each 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 as follows:

PRELIMINARY STATEMENTS. Reference is made The Borrower, CRC Intermediate Holdings, Inc., as Holdings, CITIBANK, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, JPMORGAN CHASE BANK, N.A., as Syndication Agent, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED, as Documentation Agent, and the lenders party thereto (the “Original Lenders”) have previously entered into a credit agreement, dated as of February 6, 2006 and amended and restated as of November 17, 2006 (the “Original Credit Agreement”) (which term shall, unless the context otherwise requires, include any amendment thereto prior to that certain First Lien the Second Restatement Effective Date (as defined below)). Pursuant to Amendment No. 1 to the Original Credit Agreement, dated as of August 6May 19, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to2006, among other things, provide for Holdings was permitted to replace CRC Intermediate Holdings, Inc. as Holdings under the Original Credit Agreement. Immediately prior to the Restatement Effective Date, the Original Term B Lenders under the Original Credit Agreement held Original Term Loans on under the Closing Date Original Credit Agreement in the aggregate principal amount of $243,775,000. Simultaneously with the consummation of the merger of Madrid Merger Corporation, a California corporation, with and into Aspen Education Group, Inc., a California corporation (“Aspen”), with Aspen as the surviving corporation (such transactions, the “Aspen Acquisition”), the New Term Lenders extended credit to the Borrower in the form of New Term Loans, having substantially identical terms and conditions as the Original Term Loans, in an initial aggregate principal amount of $600,000,000175,500,000. The Lenders party proceeds of the New Term Loans made on the Restatement Effective Date, together with the proceeds of (i) the Holdings Loans and (ii) the Aspen Equity Contributions, were used, in part, to finance the repayment of then outstanding Revolving Credit Loans and certain existing Indebtedness of Aspen and its Subsidiaries, pay the Aspen Acquisition Consideration and the Aspen Transaction Expenses. The parties hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereofits entirety as provided in this Agreement. The proceeds of Revolving Credit Loans made on or after the Term B Loans, together with (i) a portion Second Restatement Effective Date will be used for working capital and other general corporate purposes of the cash on hand at the Parent Borrower and its Subsidiaries Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and (ii) the proceeds Letters of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, Credit will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. In consideration for general corporate purposes of the mutual covenants Borrower and agreements herein contained, the parties hereto covenant and agree as follows:its Subsidiaries.

PRELIMINARY STATEMENTS. Reference is made Pursuant to that certain First Lien Credit AgreementAgreement and Plan of Merger, dated as of August 6, 2019 the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time time, the “Purchase Agreement”), by, among others, the Borrower, I-Engineering, Merger Sub and the Stockholders’ Representative (as defined therein), Merger Sub will merge with and into I-Engineering, with I-Engineering as the surviving entity and wholly owned Subsidiary of the Borrower (the “Acquisition”) on the date hereof substantially concurrently with the funding of the Initial Term Loans. The Borrower has requested that, immediately prior to the date hereofconsummation of the Acquisition, the “Original Credit Agreement”), by Lenders extend credit to the Borrower in the form of (i) Initial Term Loans (as this and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans capitalized terms used in these preliminary statements are defined in Section 1.01 below) on the Closing Date in an aggregate principal amount of $35,000,000, (ii) Revolving Credit Commitments in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries 2,500,000 and (iiiii) the proceeds of the Unsecured Notes Delayed Draw Commitments in an initial aggregate principal amount of $500,000,000 under 5,000,000. The proceeds of all or any portion of the Unsecured Notes Indenture, will be used Initial Term Loans borrowed on the Closing Date will be used by the Borrowers Borrower, directly or indirectly, (ai) to consummate finance the Closing Date Refinancinga portion of the consideration in connection with the Acquisition substantially concurrently with the funding of the Initial Term Loans and immediately prior to the consummation of the Acquisition, (bii) to repay in full all indebtedness outstanding under that certain Credit Agreement, dated as of December 29, 2020, by and between I-Engineering and PNC Bank, National Association (the “Refinancing”), (iii) to pay the Transaction Expenses and (civ) to finance upfront fees and original issue discount with respect to the Facilitiesfor any other use not prohibited by this Agreement. The applicable Lenders have indicated their willingness to lend 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 as follows:

PRELIMINARY STATEMENTS. Reference is made Pursuant to that certain First Lien Credit Agreement, dated as of August 6, 2019 the Acquisition Agreement (as amended, restated, amended this and restated, supplemented or otherwise modified from time to time immediately prior to the date hereofother capitalized terms used in these preliminary statements are defined in Section 1.01 below), the Borrower and Subsidiaries of the Borrower (the “Original Credit Purchasing Entities”) will (i) purchase and acquire (the “Acquisition”) substantially all of the assets of the global distribution business of Ashland, Inc. (the “Acquired Business”) and (ii) assume certain liabilities of the Acquired Business, in each case except as otherwise provided in the Acquisition Agreement”). In connection therewith, by it is intended that (a) Holdings and among, inter alios, Sub Holdco will be the Parent sole members of the Borrower, ; (b) the other Borrowers party thereto from time to time, Investors and any Management Stockholders will make the Guarantors party thereto from time to time, Equity Contribution; (c) the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that will obtain the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date ABL Facility in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed 540,000,000 pursuant to Sections 2.15 the ABL Facility; (d) the Borrower will obtain $175,000,000 in gross cash proceeds from the issuance of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with Senior Subordinated Notes; (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (iie) the proceeds of the Unsecured Notes in Borrower will obtain an initial aggregate principal amount of $500,000,000 under 300,000,000 of Initial Loans pursuant to this Agreement; and (f) the Unsecured proceeds of (i) the Equity Contribution, (ii) the Initial ABL Borrowings, (iii) the issuance of the Senior Subordinated Notes Indentureand (iv) the Loans, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the consideration and other amounts owing in connection with the Acquisition under the Acquisition Agreement, to repay certain existing indebtedness and hedging obligations of the Borrower and its Subsidiaries and to pay all fees, costs and expenses incurred in connection with the Transaction Expenses and related transactions (c) including to finance upfront fees and fund any original issue discount with respect and upfront fees) and to the Facilities. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth hereinprovide working capital. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made to The Borrowers have requested that certain First Lien Credit Agreement, dated the Lenders under this Agreement as of August 6, 2019 the Closing Date (such agreement as amended, restated, amended and restated, supplemented or otherwise modified from time to time in effect immediately prior to the date hereof2018 Refinancing Amendment Effective Date, the “Original Existing Credit Agreement”), by and among, inter alios, ) extend credit to the Parent Borrower, Borrowers in the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank form of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for (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 initial aggregate principal amount of $600,000,000700,000,000 and (ii) Revolving Credit Commitments in an aggregate principal amount of $375,000,000. The Lenders party hereto have agreed pursuant Revolving Credit Commitments permit the making of Revolving Credit Loans, Swing Line Loans and the issuance of Letters of Credit from time to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereoftime. 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) a portion 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 Lead Borrower, Deutsche Bank AG New York Branch, as administrative agent (the “Existing Agent”), and 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 “Existing2015 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 Existing2015 Credit Agreement may remainremained outstanding to the 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 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 Closing Date, (ii) either (x) redeem or repay in full all of the cash on hand at outstanding 6.750% Dollar Notes due 2022 and 6.375% Euro Notes due 2022, in each case, issued under that certain indenture, dated as of May 5, 2015 (the Parent “Existing Senior Notes Indenture”), among the Lead Borrower, the Co-Borrower and The Bank of New York Mellon, acting through its Subsidiaries 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 Existing Senior Notes (including any accrued and unpaid 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 proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers “Refinancing”) and (aiii) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount in connection with respect to the Facilitiesforegoing. The applicableRevolving Credit Lenders have indicated their willingness are willing to lend and the L/C Issuer is willing to issue Letters of Credit, in each case, 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 as follows:

PRELIMINARY STATEMENTS. Reference is The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Tranche B Term Loans in an initial aggregate Dollar Amount of $150,000,000, (ii) Tranche C Term Loans in an aggregate Dollar Amount of $300,000,000 and (iii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $50,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. The proceeds of the Term Loans will be used, together with cash on hand of the Borrower, to repay in full all outstanding Indebtedness and other amounts (other than contingent indemnification, tax gross-up, expense reimbursement or yield protection obligations in respect of which no claim has been made to that certain First Lien the Borrower) owing under the Credit Agreement, Agreement dated as of August 6July 25, 2019 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Existing Credit Agreement”), by and among, inter alios, among the Parent Borrower, the other Borrowers party thereto from time to timeUBS AG, the Guarantors party thereto from time to timeStamford Branch, as administrative agent, collateral agent and an L/C issuer, UBS Loan Finance LLC, as swing line lender, the lenders party thereto from time to timethereto, Credit Suisse Securities (USA) LLC, as syndication agent, and Bank of America, N.A.▇▇▇▇▇▇ Brothers Inc., as administrative documentation agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and, in the case of up to $50,000,000 of Tranche C Term Loans, to fund L/C Restricted Cash and (c) to finance upfront fees and original issue discount with respect to the FacilitiesInvestments in Unrestricted L/C Subsidiaries. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the 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 lend, and 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 as follows:

PRELIMINARY STATEMENTS. Reference is made to that certain First Lien Credit Agreement, dated as of August 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans Lenders make available on the Closing Date to the Borrower up to (i) $900,000,000 of Closing Date Term Loans and (ii) $65,000,000 of Second Out Term Loans, in each case on the terms and conditions set forth herein, the proceeds of which will be used for the purposes set forth in Section 6.14. The Borrower has requested that the 2025 Incremental Term Loan Lenders make Incremental Term Loans in the form of 2025 Incremental Term Loans to the Borrower in an initial aggregate principal amount of $600,000,000169,000,000 on the Amendment No. The 2 Effective Date and, on the terms and conditions set forth in Amendment No. 2 and this Agreement, the 2025 Incremental Term Loan Lenders party hereto have agreed pursuant to Sections 2.15 make Incremental Term Loans in the form of 2025 Incremental Term Loans to the Original Credit Agreement to refinance Borrower in full an aggregate principal amount of $169,000,000 on the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereofAmendment No. 2 Effective Date. The proceeds of the Closing Date Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, Loans will be used on the Closing Date by the Borrowers (ai) to consummate the Closing Date Refinancing, (bii) to pay the applicable Transaction Expenses and (ciii) to finance upfront fees the extent any such proceeds remain after the foregoing uses, for general corporate purposes not prohibited by the terms of this Agreement. The proceeds of the Second Out Term Loans will be used on the Second Out Closing Date (i) to consummate the Second Out Closing Date Refinancing and original issue discount with respect (ii) to pay the Facilitiesapplicable Transaction Expenses. The proceeds of the 2025 Incremental Term Loans will be used on the Amendment No. 2 Effective Date (i) to consummate the Amendment No. 2 Refinancing and (ii) to pay the applicable Transaction Expenses. The Lenders have indicated their willingness to lend 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 as follows:

PRELIMINARY STATEMENTS. Reference is made The Borrower, Barclays Bank PLC, as administrative agent and collateral agent (the “Existing Administrative Agent”), and each Lender from time to that certain First Lien time party thereto are parties to the Term Loan Credit Agreement, Agreement dated as of August 6September 30, 2019 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Existing Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Existing Credit Agreement be amended provided the Borrower with Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and restated as provided herein to, among other things, provide for Initial U.S. Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000370,000,000. The andThe Borrower has requested the 2018 Incremental Term Lenders party hereto have agreed pursuant to Sections 2.15 provide, on the terms and subject to the conditions set forth herein, , on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans available, which were incurred on the First Amendment Effective Date in an aggregate principal amount of the Original Credit Agreement $805,000,000 to refinance beand were used to repay in full the loans Initial Term Loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds as of the Term B Loans, First Amendment Effective Date (together with (i) any accrued and unpaid interest thereon),and to finance a portion of the cash on hand at consideration paid to shareholders of the Parent Borrower in connection with the First Amendment Transactions and its Subsidiaries to pay the fees and expenses incurred in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (iib) delayed draw term loans in an aggregate principal amount of up to $100,000,000 which will be used on and/or from time to time after the proceeds First Amendment Effective Date to provide financing for, or to refinance indebtedness incurred or to replace cash used, which were incurred on October 15, 2018 in connection with, Pre-Approved Acquisitions. As of the Unsecured Notes First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement shall bewas repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an initial aggregate principal amount of $500,000,000 1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ Merger Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the Unsecured Notes Indenturelaws of Delaware (the “Target”), will be used on from the Closing Date equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Borrowers Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to consummate provide for the Closing Date Refinancing, 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect make certain other amendments to the FacilitiesExisting Credit Agreement. The Lenders have indicated their willingness to lend 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 that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

PRELIMINARY STATEMENTS. Reference is made to that certain First Lien Credit Agreement, dated as of August 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Credit Agreement”), by and among, inter alios, the Parent The Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agentAdministrative Agent, Issuing Lender and Swingline Lender, certain financial institutions in their capacities as lenders and certain other agents are parties to the Credit Agreement dated as of December 20, 2002 (as 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 "Existing Credit Agreement"). The Parent 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 Subordinated Notes") issued pursuant to the Supplement Indenture dated as of December 20, 2002 (the "Existing Subordinated Notes Indenture") among SKF Foods Inc. (a Delaware corporation and predecessor in interest to the Borrower), as Issuer, Holdings and certain other guarantors party thereto and The Bank of New York, as Trustee and (b) $300,000,000 in aggregate principal amount of 9 1/4% Senior Subordinated Notes due 2011 (the "Prior Subordinated Notes") pursuant to the Indenture dated as of May 15, 2001 (the "Prior Subordinated Notes Indenture") among the Borrower, as Issuer, Holdings and certain other guarantors party thereto and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company, as Trustee. Pursuant to the Indenture in the form 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, (b) in part, together with the proceeds of the New Subordinated Notes, to redeem all or substantially all of the Prior Subordinated Notes and (c) for ongoing working capital and other general corporate purposes of the Borrower and its Subsidiaries. The Borrower has requested that the Original Credit Agreement be amended Lenders provide a $350,000,000 revolving credit facility, a $450,000,000 term loan A facility and restated as provided herein toa $150,000,000 term loan B facility, among other things, provide for Term B Loans on and the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend and 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 as follows:

PRELIMINARY STATEMENTS. Reference is made to that certain First Lien Credit Agreement, dated as of August On January 6, 2019 2009, each of the Borrowers (as amendedsuch term and each other capitalized term used but not otherwise defined herein having the meaning assigned to it in Article I), restated, amended each of the U.S. Guarantors and restated, supplemented or otherwise modified from time to time immediately prior to the date hereofBasell GmbH (collectively, the “Original Credit AgreementInitial Debtors”), by and among, inter alios) filed voluntary petitions with the Bankruptcy Court initiating their respective cases that are pending under Chapter 11 of the Bankruptcy Code (the cases of the Borrowers, the Parent BorrowerU.S. Guarantors and Basell GmbH, each an “Initial Case” and collectively, the other Borrowers party thereto from time “Initial Cases”) and have continued in the possession of their assets and in the management of their business pursuant to time, Sections 1107 and 1108 of the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agentBankruptcy Code. The Parent Borrower has Borrowers have requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, Lenders provide for Term B Loans on the Closing Date them with a term loan facility in an initial aggregate principal amount not to exceed $6,500,000,000 (consisting of $600,000,0003,250,000,000 of NM Loans and $3,250,000,000 of Roll-Up Loans) (the “DIP Term Loan Facility”). The Lenders party hereto have agreed pursuant are willing to Sections 2.15 of extend or continue, as the Original Credit Agreement case may be, such credit to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. In The Borrowers have also requested that certain financial institutions (which may include one or more Lenders) provide them with a revolving credit and letter of credit facility (the “DIP ABL Facility”) in an aggregate principal amount not to exceed $1,540,000,000 (subject to increase as set forth therein). On January 8, 2009, the Bankruptcy Court entered the Interim Order approving on an interim basis the DIP ABL Facility and the DIP Term Loan Facility, and providing inter alia, that (i) the obligations under the Facilities shall constitute allowed senior administrative expense claims against each of the Initial Debtors with priority over any and all administrative expenses, adequate protection claims, diminution claims and all other claims against the Initial Debtors, now existing or hereafter arising, of any kind whatsoever, and (ii) the obligations under the Facilities shall be secured by fully perfected security interests in and Liens upon all pre-and post-petition property of the Initial Debtors (limited, in the case of Basell GmbH, to the Equity Interests of its direct Subsidiaries, subject to the Collateral and Guarantee Requirement), whether existing on the Petition Date or thereafter acquired, including any cash and any investments of such cash, inventory, accounts receivable, other rights to payment whether arising before or after the Petition Date, contracts, properties, plants, equipment, general intangibles, documents, instruments, interest in leaseholds, real properties, patents, copyrights, trademarks, trade names, other intellectual property, equity interests, and the proceeds of all of the foregoing and, subject only to and effective upon entry of the Final Order, the Avoidance Actions (as further described and defined in the Orders, collectively, the “Collateral”). The respective priorities of the DIP ABL Facility, the DIP Term Loan Facility and other parties claiming Liens on all or any part of the Collateral are as set forth in the Interim Order and upon entry by the Bankruptcy Court of the Final Order shall be as set forth therein. All of the claims and the Liens granted in the Orders and in the Collateral Documents to the Administrative Agent and the Lenders in respect of the DIP Term Loan Facility shall be subject to the Carve-Out. On January 9, 2009, the Borrowers made the initial borrowings under the Facilities as approved by the Interim Order. The parties hereto are entering into this Agreement to memorialize the terms of the Loans and the NM Commitments. Upon the effectiveness hereof, this Agreement and the other Loan Documents shall supersede the DIP Term Sheet with respect to the Loans and the NM Commitments. Accordingly, in consideration of the mutual covenants and agreements herein containedcontained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto covenant and hereby agree as follows:

PRELIMINARY STATEMENTS. Reference is made to that certain First Lien Credit Agreement, The Company has entered into a securities purchase agreement dated as of August 6September 2, 2019 2011 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereoftime, the “Original Credit 2011 Securities Purchase Agreement”), by and among, inter alios, ) with the Parent Borrower, the other Borrowers Purchasers party thereto and the Agent and a Securities Purchase Agreement dated as of March 28, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the Guarantors “2012 Securities Purchase Agreement” and collectively with the 2011 Securities Purchase Agreement, the “Securities Purchase Agreements”) with the Purchasers party thereto from time to timeand the Agent. For purposes of this Agreement, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with term “Notes” shall mean (i) a portion of the cash on hand at Senior Secured Convertible Promissory Notes issued pursuant to the Parent Borrower and its Subsidiaries and 2011 Securities Purchase Agreement, (ii) the proceeds Senior Cash Collateralized Convertible Promissory Notes issued pursuant to the 2011 Securities Purchase Agreement, (iii) the Senior Secured Convertible Promissory Notes (including any Additional Closing Notes) issued pursuant to the 2012 Securities Purchase Agreement, (iv) any Senior Secured Convertible Promissory Notes issued upon exercise of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under Debt Warrants issued pursuant to the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses 2011 Securities Purchase Agreement and (cv) to finance upfront fees any additional Senior Secured Convertible Promissory Notes or Senior Secured Cash Collateralized Convertible Promissory Notes issued in payment of accrued and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend unpaid interest on the terms and subject to the conditions set forth herein. In consideration any of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:promissory notes described in clauses (i) through (iv) above.

PRELIMINARY STATEMENTS. Reference is made The Borrower and the Parent are party to that certain First Lien Third Amended and Restated Credit Agreement, Agreement dated as of August 6March 5, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to 2020 among the date hereof, the “Original Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to timeParent, the lenders party thereto from time to timethereto, and Bank of America, N.A., as administrative agentagent (as amended by the First Amendment to Third Amended and Restated Credit Agreement dated as of December 27, 2022, the “Existing Credit Agreement”), which amended and restated that certain Second Amended and Restated Credit Agreement dated as of March 3, 2016 among the Borrower, the Parent, the lenders party thereto, and Bank of America, N.A., as administrative agent (as amended by the First Amendment to Second Amended and Restated Credit Agreement dated as of May 1, 2017), which amended and restated that certain Amended and Restated Credit Agreement dated as of January 5, 2012 among the Borrower, the Parent, the lenders party thereto, and Bank of America, N.A., as administrative agent (as amended by the First Amendment to Amended and Restated Credit Agreement dated as of August 1, 2012 and the Second Amendment to Amended and Restated Credit Agreement dated as of May 9, 2014), which amended and restated that certain Credit Agreement dated as of June 26, 2009 among the Borrower, the Parent, the lenders party thereto, and Bank of America, N.A., as administrative agent (as amended by the First Amendment to Credit Agreement dated as of March 9, 2010, the “Original Credit Agreement”). The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Existing Credit Agreement in accordance with and the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend do so 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 as follows:

PRELIMINARY STATEMENTS. Reference is made to The Borrowers, MVWC, the Lenders, and the Administrative Agent have heretofore entered into that certain First Lien Credit Agreement, dated as of August 631, 2019 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Existing Credit Agreement”), by and amongas the same may be further amended, inter aliossupplemented, the Parent Borrower, the other Borrowers party thereto amended and restated or otherwise modified from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent“Credit Agreement”). The Parent Borrower has Borrowers have requested that the Original Credit Agreement be amended and restated as provided herein toLenders holding Initial Term Loans (collectively, the “Existing Term Lenders”), among other things, provide modify the interest rates applicable to the Initial Term Loans outstanding under the Credit Agreement, which modifications shall be effected by the exchange of Initial Term Loans for Refinancing Term B Loans otherwise having, except as otherwise provided in this Agreement, the same terms as the Initial Term Loans, on the Closing Date terms and conditions set forth herein. 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, a “Converting Lender” and, together with each other Person executing and delivering a Refinancing Term Loan Commitment, the “Refinancing Lenders”) shall be deemed to have exchanged the aggregate outstanding amount of its Initial Term Loans (or such lesser amount as the Lead Arrangers may allocate in connection with the syndication of the Refinancing Term Loans) under the Credit Agreement for an initial equal aggregate principal amount of $600,000,0002019 Refinancing Term Loans (as defined below) under the Credit Agreement. The Borrowers have requested that the Lenders party hereto have agreed pursuant consent to Sections 2.15 of certain other modifications to the Original Existing Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth as provided for herein. In consideration of the mutual premises and agreements, provisions and covenants and agreements herein contained, the parties hereto hereby covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made Pursuant to that certain First Lien Credit Agreement, dated as of August 6, 2019 the Acquisition Agreement (as amendeddefined below) Holdings has agreed to acquire, restatedand Buyer has agreed to merge with and into, amended and restated, supplemented or otherwise modified from time to time immediately prior the Company (the “Acquisition”) on the Closing Date. The Borrower has requested that (a) the Term B Lenders make Term B Loans to the date hereofBorrower in an aggregate principal amount of $182,500,000, the “Original Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto (b) from time to time, the Guarantors party thereto from time Revolving Credit Lenders lend to time, the lenders party thereto from time to time, Borrower and Bank the L/C Issuer issue Letters of America, N.A., as administrative agent. The Parent Borrower has requested that Credit for the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 account of the Original Borrower and its Restricted Subsidiaries under a $25,000,000 Revolving Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereofFacility. The proceeds of the Term B Loans, together with Loans made on the Closing Date will be used to (i) finance a portion of the cash on hand at the Parent Borrower and its Subsidiaries Acquisition and (ii) the pay Transaction Expenses (including upfront fees and original issue discount). The proceeds of the Unsecured Notes in Revolving Credit Loans made on the Closing Date up to an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, 5,000,000 will be used on for working capital adjustments or purchase price adjustments under the Acquisition Agreement. The proceeds of the Revolving Credit Loans made after the Closing Date by the Borrowers will be used (ai) to consummate the Closing Date Refinancingfor working capital adjustments or purchase price adjustments, (b) to pay the Transaction Expenses and (cii) to finance upfront fees the ongoing working capital requirements of the Borrower and original issue discount with respect its Subsidiaries, (iii) for general corporate purposes of the Borrower and its Subsidiaries, including capital expenditures, Restricted Payments, Permitted Acquisitions and (iv) for any other purpose not prohibited by the Loan Documents. The Loan Parties have agreed pursuant to the FacilitiesGuaranty and Security Agreement to secure all of the Secured Obligations by granting to the Administrative Agent, for the benefit of the Secured Parties, first priority Liens (subject to Liens permitted by this Agreement) on substantially all of their assets, including a pledge of all of the Equity Interests of each of their respective Domestic Subsidiaries and 66% of the voting Equity Interests and 100% of the non-voting Equity Interests (if any) of each of their respective Foreign Subsidiaries, subject in each case to certain exceptions. Holdings and the Subsidiary Guarantors have agreed to guarantee the Secured Obligations of the Borrower hereunder pursuant to the Guaranty. The applicable Lenders have indicated their willingness to lend and 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 hereinin this Agreement. In consideration of the mutual covenants and agreements herein containedcontained in this Agreement, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made The Borrowers have requested that (i) the Term Loan A Lenders extend credit to that certain First Lien Credit the Term Loan Borrower in the form of Term A Loans on the Closing Date in an initial aggregate principal amount of up to $250.0 million pursuant to this Agreement, dated as of August 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior ii) the Term Loan B Lenders extend credit to the date hereof, Term Loan Borrower in the “Original Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank form of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date in an initial aggregate principal amount of up to $600,000,000. The Lenders party hereto have agreed 750.0 million pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and (iii) the Revolving Credit Lenders extend credit to amend and restate the Original Credit Agreement Revolver Borrowers in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes Revolving Credit Commitments in an initial aggregate principal amount of up to $500,000,000 under 250.0 million pursuant to this Agreement (with the Unsecured aggregate principal amount of Revolving Credit Loans permitted to be borrowed on the Closing Date). On the Closing Date, Parent will enter into the Senior Notes IndentureIndenture pursuant to which Parent will issue Senior Notes in an aggregate principal amount of $400.0 million and the proceeds of the Loans, together with the Senior Notes and the cash on hand, will be used in part to repay in full all amounts due or outstanding under the Credit Agreement dated as of February 15, 2017, as amended and restated on March 8, 2018, among Parent, the Closing Date by Term Loan Borrower, HII, HIL, HLF Financing US, LLC, a Delaware limited liability company as the Borrowers other term loan borrower thereunder, the guarantors party thereto, the lenders party thereto, Credit Suisse AG, Cayman US-DOCS\138541167.4141447058.7 Islands Branch, as administrative agent for the Term Loan Lenders and Coöperatieve Rabobank U.A., New York Branch, as administrative agent for the Revolving Credit Lenders (athe “Existing Credit Agreement”) to consummate and such repayment, together with the Closing Date Refinancingtermination of all commitments thereunder and the release of all liens granted in connection therewith, (b) the “Refinancing”), and to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the FacilitiesCosts. The Lenders have indicated their willingness to lend extend 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 as follows:

PRELIMINARY STATEMENTS. Reference is made Pursuant to that certain First Lien Credit the Merger Agreement, dated as Pittsburgh Acquisition, Inc., a Delaware corporation (“Merger Sub”) established by the Sponsors and a wholly-owned direct subsidiary of August 6Holdings, 2019 will be merged with and into the Company, in accordance with the terms thereof, with the Company surviving such merger (as amendedthe “Merger”). The aggregate funds required to consummate the Merger, restatedto refinance or repay, amended and restatedredeem, supplemented defease or otherwise modified from time discharge (including the termination of commitments) on the Closing Date existing third party indebtedness of the Company and its subsidiaries, including all such indebtedness outstanding under the Existing Credit Agreement (the “Refinancing”), and to time immediately prior pay fees and expenses incurred in connection with the Transactions is approximately $575,000,000 (the “Aggregate Consideration”). In order to fund the date hereofAggregate Consideration, (i) the Sponsors will directly or indirectly make cash equity contributions (collectively, the “Original Credit AgreementEquity Contribution”), by ) to Merger Sub (through Holdings) and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower (ii) Merger Sub has requested that the Original Credit Agreement Lenders to extend credit in the form of (x) term loans to be amended and restated as provided herein to, among other things, provide for Term B Loans made available hereunder on the Closing Date in an initial aggregate principal amount not in excess of $600,000,000. The Lenders party hereto have agreed pursuant 280,000,000, solely to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) finance a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used Aggregate Consideration payable on the Closing Date by the Borrowers and (ay) a $40,000,000 revolving credit facility to consummate be made available hereunder on the Closing Date Refinancing, (bsubject to the limitations set forth herein) to pay and after the Transaction Expenses and (c) Closing Date to finance upfront fees working capital and original issue discount with respect to the Facilitiesfor general corporate purposes. The Lenders have indicated their willingness are willing to lend extend such credit to the Borrower on the terms and subject to the conditions set forth herein. In Accordingly, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made 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 First Lien Credit Agreement originally dated as of January 30, 2013 (as amended and restated as of November 7, 2016, as amended by the Amendment Agreement, dated as of May 8, 2017, the Amendment to Credit Agreement, dated as of August 6November 30, 2019 (2017, the Third Amendment to Credit Agreement, dated as of May 31, 2018, the Fourth Amendment to Credit Agreement, dated as of April 24, 2020, the Fifth Amendment to Credit Agreement, dated as of May 7, 2020 and the Sixth Amendment to Credit Agreement, dated as of May 26, 2021 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Existing Credit Agreement”). The Borrower, by and among, inter aliosBright Horizons Capital Corp., the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to timeLenders, and Bank of AmericaJPMorgan Chase Bank, N.A., as administrative agent. The Parent Borrower has requested that Administrative Agent and L/C Issuer, have entered into the Original Credit Agreement be amended and restated Amendment Agreement, dated as provided herein toof November 23, among other things2021 (the “2021 Amendment Agreement”), provide for pursuant to which (i) the 2021 Term B Lenders (as defined below)certain lenders agreed to make certain term loans (“2021 Term B Loans on the Closing Date (as defined below)”) constituting Other Term Loans in an initial aggregate principal amount of $600,000,000. The 600,000,000 on the 2021 Effective Date (as defined below), (ii) the Term A Lenders party hereto have (as defined below) agreed pursuant to Sections 2.15 make Term A Loans (as defined below) in an aggregate principal amount of $400,000,000 on the Original Credit Agreement 2021 Effective Date (iii) the Borrower agreed to refinance use the proceeds of such 2021 Term B Loans and Term A Loans, together with cash on hand, to prepay in full the loans outstanding under principal amount of the Original Credit Agreement with new Existing Term B Loans under this Agreement (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 thereof, to amend and restate the Original Existing Credit Agreement to be in the form hereof. As of the 2021 Effective Date, the Existing Credit Agreement is amended and restated in the form of this Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend 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 as follows:

PRELIMINARY STATEMENTS. Reference is On August 10, 2000, Ford Credit and Chrysler Financial made a loan (the “Loan”) to that certain First Lien Borrower in the principal amount of $500,000,000.00, pursuant to the terms of the Credit Agreement, Agreement dated as of August 610, 2019 (2000. Thereafter, the parties agreed to increase the principal amount of such loan to $600,000,000.00 and to add Toyota Credit as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior a Lender pursuant to the date hereofAmended and Restated Credit Agreement dated as of June 20, 2001 (Ford Credit, Chrysler Financial and Toyota Credit referred to as the “Original Lender”). Further, the parties entered into an Amendment to Credit Agreement dated August 15, 2001 that provided for converting the interest rate on a portion of the principal balance on the Loan to a fixed rate and an Amendment to Credit Agreement dated April 11, 2002 that eliminated the fixed rate conversion and allowed a certain portion of the Loan available for Letters of Credit (collectively, the “Original Credit Agreement”); Now the parties wish to decrease the principal balance of the Loan to $500,000,000.00, by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and add Bank of AmericaAmerica as a Lender under the Credit Agreement and incorporate the terms of the foregoing Amendments, N.A., all as administrative agent. The Parent Borrower has requested that set forth in the Second Amended and Restated Credit Agreement dated as of even date herewith (the “Credit Agreement”); As a condition to entering into the Original Credit Agreement, Original Lender required that the Borrower execute and deliver the Amended and Restated Security Agreement be amended and restated as provided herein todated June 20, among other things, provide for Term B Loans on 2001 (the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 “Original Security Agreement”); As a condition of the Original decrease of the Loan and the addition of Bank of America as a Lender, the Lenders have required that Borrower execute the Credit Agreement Agreement, and the Notes (as defined in the Credit Agreement; It is a condition precedent to refinance in full the loans outstanding making Advances under the Credit Agreement, that Borrower reaffirms its obligations under the Original Credit Agreement with new Term B Loans under this Security Agreement and agrees that the security interests granted pursuant to amend and restate the Original Credit Security Agreement in accordance with secure the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend 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 as follows:Loan; and

PRELIMINARY STATEMENTS. Reference is made to The Initial Borrower, the Administrative Agent and the lenders party thereto (collectively, the “Original Lenders”) previously entered into that certain First Lien Credit Agreement, dated as of August 6October 25, 2019 (as heretofore amended, restatedsupplemented, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereofeffectiveness of this Agreement, the “Original Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein tounder which, among other things, provide for Term B Loans on the Closing Date Original Lenders agreed to extend credit to the Initial Borrowers in the form of Initial Revolving Credit Commitments in an initial aggregate principal amount of equal to $600,000,000125,000,000. The Initial Revolving Credit Commitments were subsequently increased by an amount equal to $42,500,000. The Borrowers, the Guarantors, the Administrative Agent and the 2021 Extended Revolving Credit Lenders party hereto have agreed pursuant to Sections 2.15 amend and restate in its entirety the Original Credit Agreement in the form hereof. The amendment and restatement of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under evidenced by this Agreement and shall become effective on the 2021 Amendment Effective Date pursuant to amend and restate the Original Credit Agreement in accordance with the terms hereofSection 10.26. The proceeds 2021 Extended Revolving Credit Lenders have agreed to extend credit to the Initial Borrower in the form of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes 2021 Extended Revolving Credit Commitments in an initial aggregate principal amount of equal to $500,000,000 under the Unsecured Notes Indenture167,500,000, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. The Revolving Credit Commitments permit the issuance of one or more Letters of Credit and Alternative Letters of Credit from time to time and the making of one or more Swing Line Loans from time to time. The applicable Lenders have indicated their willingness to lend and each of the L/C Issuer and the Alternative L/C Issuers has indicated its willingness to issue Letters of Credit or Alternative Letters of Credit, as applicable, in each case, on the terms and subject to the conditions set forth herein. The capitalized terms used in these preliminary statements are defined in Section 1.01 below. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Reference is made to that certain First Lien Credit AgreementThe Borrower, the Guarantors, Bank of America, as administrative agent and collateral agent and the other lenders, swing line lenders and letter of credit issuers party thereto entered into a credit agreement dated as of August 6January 30, 2019 2012 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Existing Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans applicable Lenders extend credit to the Borrower on the Closing Restatement Effective Date in the form of term loans in an initial aggregate principal amount of $600,000,000650,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 proceeds of the Original Credit Agreement term loan borrowings hereunder will bewere used (i) to refinance repay in full the existing term loans outstanding and any accrued interest and fees of the Borrower under the Original Existing Credit Agreement with new Term B Loans under this Agreement and (ii) to finance the 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 Asset Purchase Agreement, dated as of 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 Seller, in each such case, simultaneously herewith. Subject toUpon the satisfaction of the conditions set forth in Section 4.01 hereof on the Restatement Effective Date, the parties hereto as of the Restatement Effective Date have agreed to amend and restate the Original Existing Credit Agreement in accordance with the terms hereof. The proceeds form of this Agreement, and the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The applicable Lenders have indicated their willingness to lend and 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 as follows: