AMENDMENT NO. 5 TO CREDIT AGREEMENT

Execution Copy

AMENDMENT NO. 5 TO CREDIT AGREEMENT

This AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Amendment”), dated as of September 30, 2024, is among TEAM, INC., a Delaware corporation (the “Borrower Agent”), the Guarantors party hereto, each of the Lenders party hereto and ECLIPSE BUSINESS CAPITAL LLC, acting not individually but as agent on behalf of, and for the benefit of, the Lenders and all other Secured Parties (in such capacity, together with its successors and assigns, if any, in such capacity, the “Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower Agent, the other Loan Parties party thereto from time to time, the Lenders party thereto from time to time, the Agent, and the other Persons party thereto from time to time, have entered into that certain Credit Agreement, dated as of February 11, 2022 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of May 6, 2022, as further amended by that certain Amendment No. 2 to Credit Agreement, dated as of November 1, 2022, as further amended by that certain Amendment No. 3 to Credit Agreement, dated as of June 16, 2023, as further amended by that certain Amendment No. 4, Limited Waiver and Consent to Credit Agreement, dated as of March 6, 2024, and as further amended, supplemented, or otherwise modified prior to the effectiveness of this Amendment, the “Existing Credit Agreement”);

WHEREAS, the Borrower Agent has requested that the Agent and the Lenders agree to amend the Existing Credit Agreement to, among other things, extend the Scheduled Maturity Date from August 11, 2025 to September 30, 2027; and

WHEREAS, the Agent and the undersigned Lenders, constituting all of the Lenders, have agreed, subject to the terms and conditions set forth herein, to amend the Existing Credit Agreement to, among other things, extend the Scheduled Maturity Date from August 11, 2025 to September 30, 2027 (the Existing Credit Agreement, as amended by this Amendment, is referred to herein as the “Credit Agreement”; capitalized terms used in this Amendment not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement).

NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.Amendments.

Effective as of the Amendment No. 5 Effective Date, the parties hereto agree as follows:

(a)Existing Credit Agreement. The Existing Credit Agreement (excluding the schedules, annexes and exhibits thereto, which shall remain in full force and

12289736v6

effect, except as specifically amended and restated as expressly set forth in this Section 1) is hereby amended, as set forth in Annex A attached hereto, to delete the stricken text (indicated textually in the same manner as the following example: stricken text), to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text), and to move from its location the stricken text in green (indicated textually in the same manner as the following example: moved from text) and to move into its new location the double-underlined text in green (indicated textually in the same manner as the following example: moved to text).

(b)Amendments to Exhibit H (Compliance Certificate) to the Existing Credit Agreement. Exhibit H (Compliance Certificate) to the Existing Credit Agreement is hereby deleted in its entirety and replaced with the corresponding exhibit set forth in Annex B attached to this Amendment:

2.Effectiveness; Conditions Precedent.

Subject to Annex C attached to this Amendment, this Amendment shall become effective upon the satisfaction or waiver in writing (including pursuant to Annex C hereto) of each of the following conditions precedent (the date of satisfaction or waiver, the “Amendment No. 5 Effective Date”):

(a)The Agent shall have received the following, which, to the extent applicable, shall be dated as of the date hereof or as of an earlier date acceptable to the Agent and, to the extent executed by or behalf of a Loan Party, duly executed by a Responsible Officer of such Loan Party:

(i)counterparts to this Amendment, duly executed by the Borrowers, the Guarantors and each Lender;

(ii)all documents and instruments as shall be requested by the Agent and that are necessary to create and perfect (or to continue to create and perfect, as applicable) the Agent’s security interests in the Collateral, with the priority required by the Credit Agreement and the other Loan Documents, and, if applicable, such documents and instruments shall be in proper form for filing (or arrangements reasonably satisfactory to the Agent shall have been made for the execution, delivery and/or filing of such documents and instruments substantially concurrently with the effectiveness of this Amendment), and all applicable filing or recording fees or taxes shall be paid concurrently with any required filing;

(iii)results of customary lien and judgment searches and Intellectual Property searches, with respect to each Loan Party;

- 2 -

12289736v6

(iv)a closing certificate, duly executed by a Responsible Officer of the Borrower Agent;

(v)a financial condition certificate, duly executed by a financial officer of the Borrower Agent, substantially in the form of Exhibit F to the Credit Agreement;

(vi)evidence of customary insurance policies maintained in accordance with Section 7.6 of the Credit Agreement;

(vii)opinions of counsel for each Loan Party, other than the Dutch Loan Parties and the UK Loan Parties, addressed to the Agent covering such customary matters incident to this Amendment and the transactions contemplated hereby (the “Amendment No. 5 Transactions”) as the Agent may reasonably require, which such counsel is hereby requested by the Borrower Agent on behalf of all the Loan Parties to provide;

(viii)an opinion of counsel addressed to the Agent covering such matters as to Dutch Loan Parties and Dutch law incident to this Amendment and the Amendment No. 5 Transactions as the Agent may reasonably require;

(ix)an opinion of counsel addressed to the Agent covering such matters as to UK Loan Parties and the laws of England and Wales incident to this Amendment and the Amendment No. 5 Transactions as the Agent may reasonably require;

(x)copies of the Governing Documents of each Loan Party (other than the deed of incorporation (oprichtingsakte) of Furmanite B.V.) and a copy of the resolutions of the Governing Body (or similar evidence of authorization) of each Loan Party authorizing the execution and delivery of this Amendment and each other Loan Document to which such Loan Party is or is to be a party and the performance by such Loan Party of its obligations under this Amendment and each other Loan Document to which such Loan Party is or is to be a party, and the transactions contemplated hereby and thereby, attached to a certificate of the Secretary or an Assistant Secretary or other officer, as applicable of such Loan Party, certifying (A) that such copies of the Governing Documents and resolutions of the Governing Body (or similar evidence of authorization) relating to such Loan Party are true, complete and accurate copies thereof, have not been amended or modified since the date of such certificate and are in full force and effect, (B) the incumbency, names and true signatures of the officers (or, as applicable, directors) of such Loan Party authorized to sign the Loan Documents to which it is a party, (C) that attached thereto

- 3 -

12289736v6

is a list of all Persons authorized to execute and deliver Notices of Borrowing on behalf of the Borrowers, if applicable, (D) in respect of the UK Loan Parties, the Solvency of that UK Loan Party, and (E) in respect of the UK Loan Parties, that guaranteeing or securing (as appropriate) the Commitments would not cause any guarantee, security or other similar limit binding on the relevant UK Loan Party to be exceeded;

(xi) with respect to U.S. Loan Parties, a certified copy of a certificate of the Secretary of State of the state of incorporation, organization or formation (or the equivalent Governmental Authority in the jurisdiction of incorporation, organization or formation) of each Loan Party, dated within twenty (20) days of the Amendment No. 5 Effective Date, listing the certificate of incorporation, organization or formation of such Loan Party and each amendment thereto on file in such official’s office and certifying (to the extent such concept exists in such jurisdictions) that (A) such amendments are the only amendments to such certificate of incorporation, organization or formation on file in that office, (B) such Loan Party has paid all franchise taxes to the date of such certificate and (C) such Loan Party is in good standing in that jurisdiction (as applicable);

(xii)with respect to any Loan Party formed under the laws of Canada or any province or territory thereof, a certificate of status (or equivalent) issued by the governmental authority in the jurisdiction in which such Loan Party is formed, dated within twenty (20) days of the Amendment No. 5 Effective Date;

(b)The Borrowers shall have paid (i) all Lender Group Expenses required to be paid or reimbursed on the Amendment No. 5 Effective Date to the extent invoiced at least one (1) Business Day prior to the proposed Amendment No. 5 Effective Date (it being understood that all other such fees and Lender Group Expenses shall be paid after the Amendment No. 5 Effective Date in accordance with the terms of the Credit Agreement) and (ii) any fees due and payable to the Agent or the Lenders under the fee letter among the Borrower Agent and the Agent relating to the Amendment No. 5 Transactions that are required to be paid on the Amendment No. 5 Effective Date.

(c)Each of the representations and warranties made by the Borrower Agent (on behalf of itself and the other Loan Parties) in Section 3 hereof shall be true and correct.

Without limiting the generality of the provisions of Section 11.3(b) (No Obligation of Agent) of the Credit Agreement, for purposes of determining compliance with the conditions precedent set forth in this Section 2, each Lender, to the extent such Person

- 4 -

12289736v6

has signed this Amendment, shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such Person, unless the Agent shall have received notice from such Person prior to the date hereof specifying its objection thereto.

3.Representations and Warranties.

In order to induce the Lenders to enter into this Amendment, the Borrower Agent represents and warrants to the Lenders, for itself and for each other Loan Party, as follows:

(a)the execution, delivery and performance by the Borrower Agent of this Amendment and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action, do not contravene the Borrower Agent’s Governing Documents and do not and will not contravene any Material Contract;

(b)this Amendment has been duly executed and delivered on behalf of the Borrower Agent;

(c)this Amendment constitutes a legal, valid and binding obligation of the Borrower Agent, enforceable against the Borrower Agent and the other Loan Parties in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, Debtor Relief Laws or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;

(d)no Default or Event of Default exists or shall have occurred and be continuing on and as of the date hereof or, after giving effect to this Amendment, would result from this Amendment and the consummation of the Amendment No. 5 Transactions on the date hereof;

(e)the representations and warranties contained in the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof) as of the Amendment No. 5 Effective Date as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties

- 5 -

12289736v6

that are already qualified or modified by materiality in the text thereof) as of such earlier date); and

(f)(x) all written information concerning the Company and its subsidiaries (other than (i) financial projections, financial estimates, other forward-looking and/or projected information (the “Projections”) and/or (ii) information of a general economic or industry-specific nature (“Economic and Industry Information”)), in each case, that was made available to the Agent or the Lenders by the Borrower Agent, the other Loan Parties or any of their representatives (or on their behalf) in connection with the Amendment No. 5 Transactions (collectively, and excluding, for the avoidance of doubt, the Projections and Economic and Industry Information, the “Information”) is correct in all material respects, when taken as a whole, and does not, when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto) and (y) all Projections, if any, were prepared in good faith based upon assumptions believed by the Borrower Agent to be reasonable at the time furnished (it being recognized by the Agent and the Lenders that such Projections are not to be viewed as facts and are subject to significant uncertainties and contingencies many of which are beyond the Loan Parties’ control, that no assurance can be given that any particular financial projections will be realized, that actual results may differ from projected results and that such differences may be material).

4.Entire Agreement; Successors and Assigns; Interpretation.

This Amendment, the Credit Agreement and the other Loan Documents (collectively, the “Relevant Documents”) constitute the entire agreement among the parties, supersede any prior written and verbal agreements among them with respect to the subject matter hereof and thereof, and shall bind and benefit the parties and their respective successors and permitted assigns. This Agreement shall be deemed to have been jointly drafted, and no provision of it shall be interpreted or construed for or against a party because such party purportedly prepared or requested such provision, any other provision or this Amendment as a whole. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to any other party in relation to the subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or cancelled

- 6 -

12289736v6

orally or otherwise, except in writing and in accordance with Section 12.5 (Amendments, Waivers and Consents) of the Credit Agreement.

5.Full Force and Effect of Credit Agreement.

This Amendment is a Loan Document (and the Borrower Agent agrees that the “Obligations” secured by the Collateral shall include any and all obligations of the Borrower Agent under this Amendment). Except as expressly modified hereby, all terms and provisions of the Credit Agreement and all other Loan Documents remain in full force and effect and nothing contained in this Amendment shall in any way impair the validity or enforceability of the Credit Agreement or the Loan Documents, or alter, waive, annul, vary, affect, or impair any provisions, conditions, or covenants contained therein or any rights, powers, or remedies granted therein. This Amendment shall not constitute a modification of the Credit Agreement or any of the other Loan Documents or a course of dealing with Agent or the Lenders at variance with the Credit Agreement or the other Loan Documents such as to require further notice by Agent or any Lender to require strict compliance with the terms of the Credit Agreement and the other Loan Documents in the future, except in each case as expressly set forth herein. The Borrower Agent acknowledges and expressly agrees that Agent and the Lenders reserve the right to, and do in fact, require strict compliance with all terms and provisions of the Credit Agreement and the other Loan Documents (subject to any qualifications set forth therein), as amended herein.

6.Counterparts; Effectiveness.

This Amendment may be executed in counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This Amendment shall become effective when the Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto and the other conditions precedent to this Amendment set forth in Section 2 shall have been satisfied (or waived). This Amendment may be executed and delivered by facsimile or other electronic transmission (including by electronic imaging) all with the same force and effect as if the same was a fully executed and delivered original manual counterpart.

The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to this Amendment or any document to be signed in connection with this Amendment and the transactions contemplated hereby (including without limitation assignment and assumptions, amendments or other borrowing requests, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-

- 7 -

12289736v6

based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each of the parties represents and warrants to the other parties that it has the corporate capacity and authority to execute this Amendment through electronic means and there are no restrictions for doing so in that party’s constitutive documents.

7.Governing Law; Jurisdiction; Waiver of Jury Trial.

THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AMENDMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AMENDMENT, WHETHER SOUNDING IN CONTRACT, TORT OR EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAW PROVISIONS OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND DECISIONS OF THE STATE OF NEW YORK. SECTIONS 12.15 (SUBMISSION TO JURISDICTION) AND 12.17 (JURY TRIAL) OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED HEREIN BY THIS REFERENCE.

8.Severability.

In case any provision in or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

9.References.

All references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement and each reference to the “Credit Agreement”, (or the defined term “Agreement”, “thereunder”, “thereof” of words of like import referring to the Credit Agreement) in the other Loan Documents shall mean and be a reference to the Credit Agreement as amended hereby and giving effect to the amendments contained in this Amendment.

10.Reaffirmation.

Except as expressly amended hereby, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed. In furtherance of the foregoing, each of the Loan Parties party hereto hereby irrevocably and unconditionally ratifies its grant of security interest and pledge under the Guaranty and Security Agreement and each Loan Document and confirms that the liens, security interests and pledges granted thereunder continue to

- 8 -

12289736v6

secure the Obligations, including, without limitation, any additional Obligations resulting from or incurred pursuant to this Amendment.

Each of the Loan Parties hereto, as debtor, grantor, mortgagor, xxxxxxx, guarantor, assignor, or in any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party, guarantor, or indemnitor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interest and liens and confirms and agrees that such guarantee includes, and such security interests and liens hereafter secure, all of the Obligations as amended hereby.

For the avoidance of doubt, (i) the ratification and reaffirmation by the Loan Parties in this Section 10 shall not constitute a new grant of security interests and (ii) the consent of the Loan Parties (other than the Borrower Agent) is not required for this Amendment.

11.Release.

By its execution hereof and in consideration of the terms herein and other accommodations granted to the Loan Parties hereunder, each Loan Party, on behalf of itself and each of its Subsidiaries, and its or their successors, assigns and agents, hereby expressly forever waives, releases and discharges any and all claims (including cross-claims, counterclaims, and rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, expenses and damages (collectively, the “Claims”) any of them may, as a result of actions or inactions occurring on or prior to the Amendment No. 5 Effective Date, have or allege to have as of the date of this Amendment or at any time thereafter (and all defenses that may arise out of any of the foregoing) of any nature, description, or kind whatsoever, based in whole or in part on facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in law, at equity or otherwise, against the Agent or any Lender, their respective affiliates, agents, principals, managers, managing members, members, stockholders, “controlling persons” (within the meaning of the United States federal securities laws), directors, officers, employees, attorneys, consultants, advisors, agents, trusts, trustors, beneficiaries, heirs, executors and administrators of each of the foregoing (collectively, the “Released Parties”) arising out of, or relating to, this Amendment, the Credit Agreement, the other Loan Documents and any or all of the actions and transactions contemplated hereby or thereby, including any actual or alleged performance or non-performance of any of the Released Parties hereunder or under the Loan Documents (the “Released Matters”). In entering into this Amendment, each Loan

- 9 -

12289736v6

Party expressly disclaims any reliance on any representations, acts, or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above does not depend in any way on any such representation, acts and/or omissions or the accuracy, completeness, or validity thereof. The provisions of this Section 11 shall survive the termination of this Amendment and the Loan Documents and the payment in full in cash of all Obligations of the Loan Parties under or in respect of the Credit Agreement and other Loan Documents and all other amounts owing thereunder.

[Signature Pages Follow]

- 10 -

12289736v6

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

TEAM, INC., as Borrower Agent and a Borrower

By:    /s/ Xxxxx X. Xxxxxxxx                    

Name:    Xxxxx X. Xxxxxxxx

Title:     Executive Vice President, Administration,
Chief Legal Officer and Secretary

[Signature Page to Amendment No. 5]

Signed solely with respect to Sections 10 and 11:

AGGRESSIVE EQUIPMENT COMPANY, LLC

DK VALVE & SUPPLY, LLC

FURMANITE AMERICA, LLC

FURMANITE LOUISIANA, LLC

FURMANITE WORLDWIDE, LLC

FURMANITE, LLC

GLOBAL ASCENT, LLC

QUALSPEC LLC

ROCKET ACQUISITION, LLC

TANK CONSULTANTS MECHANICAL SERVICES, LLC

TANK CONSULTANTS, LLC

TCI SERVICES HOLDINGS, LLC

TCI SERVICES, LLC

TEAM INDUSTRIAL SERVICES INTERNATIONAL, INC.

TEAM INDUSTRIAL SERVICES, INC.

TEAM QUALSPEC, LLC

TEAM TECHNICAL SCHOOL, LLC

as Guarantors

By: /s/ Xxxxx X. Xxxxxxxx                    

Name:    Xxxxx X. Xxxxxxxx

Title:     Executive Vice President, Administration,
Chief Legal Officer and Secretary

KANEB FINANCIAL, LLC

as a Guarantor

By: /s/ Xxxxx X. Xxxxxxxx                    

Name:    Xxxxx X. Xxxxxxxx

Title:     Executive Vice President and Chief Legal Officer

[Signature Page to Amendment No. 5]

Signed solely with respect to Sections 10 and 11:

TISI CANADA INC.

as a Guarantor

By: /s/ Xxxxx X. Xxxxxxxx                    

Name:    Xxxxx X. Xxxxxxxx

Title:     Director

FURMANITE B.V.

FURMANITE HOLDING B.V.

TEAMINC EUROPE B.V.

TEAM INDUSTRIAL SERVICES EUROPE B.V.

TEAM VALVE REPAIR SERVICES B.V.

THRESHOLD INSPECTION & APPLICATION

TRAINING EUROPE B.V.

TEAM INDUSTRIAL SERVICES NETHERLANDS B.V.

QUALITY INSPECTION SERVICES B.V.

as Guarantors

By: /s/ Xxxxx X. Xxxxxxxx                    

Name:    Xxxxx X. Xxxxxxxx

Title:     Authorised Signatory

[Signature Page to Amendment No. 5]

EXECUTED by FURMANITE INTERNATIONAL FINANCE LIMITED, a private limited company incorporated under the laws of England and Wales, as a Guarantor, by one director			Signed: /s/ Xxxxx X. Xxxxxxxx             Xxxxx X. Xxxxxxxx Director
EXECUTED by TEAM INDUSTRIAL SERVICES INSPECTION LIMITED, a private limited company incorporated under the laws of England and Wales, as a Guarantor, by one director			Signed: /s/ Xxxxx X. Xxxxxxxx             Xxxxx X. Xxxxxxxx Director
EXECUTED by TEAM INDUSTRIAL SERVICES (UK) HOLDING LIMITED, a private limited company incorporated under the laws of England and Wales, as a Guarantor, by one director			Signed: /s/ Xxxxx X. Xxxxxxxx             Xxxxx X. Xxxxxxxx Director

EXECUTED by TEAM VALVE AND ROTATING SERVICES LIMITED, a private limited company incorporated under the laws of England and Wales, as a Guarantor, by one director			Signed: /s/ Xxxxx X. Xxxxxxxx             Xxxxx X. Xxxxxxxx Director
EXECUTED by TIS UK LIMITED LIMITED, a private limited company incorporated under the laws of England and Wales, as a Guarantor, by one director			Signed: /s/ Xxxxx X. Xxxxxxxx             Xxxxx X. Xxxxxxxx Director

[Signature Page to Amendment No. 5]

ECLIPSE BUSINESS CAPITAL LLC,

as Agent

By: /s/ Xxxx X. Xxxxxxxxx                    

Name:    Xxxx X. Xxxxxxxxx

Title:     Executive Vice President

ECLIPSE BUSINESS CAPITAL SPV, LLC,

as a Revolving Credit Lender, as an M&E Xxxx Xxxxxx, as an RE-I Term Lender and as an RE-II Term Lender

By: /s/ Xxxx X. Xxxxxxxxx                    

Name:    Xxxx X. Xxxxxxxxx

Title:     Executive Vice President

[Signature Page to Amendment No. 5]

CORRE OPPORTUNITIES QUALIFIED MASTER FUND, LP, as a Delayed Draw Xxxx Xxxxxx

By: /s/ Xxxx Xxxxxxx                        

Name:    Xxxx Xxxxxxx

Title:    Authorized Signatory

CORRE HORIZON FUND, LP,

as a Delayed Draw Term Lender

By: /s/ Xxxx Xxxxxxx                        

Name:    Xxxx Xxxxxxx

Title:    Authorized Signatory

CORRE HORIZON II FUND, LP,

as a Delayed Draw Term Lender

By: /s/ Xxxx Xxxxxxx                        

Name:    Xxxx Xxxxxxx

Title:    Authorized Signatory

[Signature Page to Amendment No. 5]

TPCI LLC, as a Delayed Draw Term Lender

By: /s/ Xxxx Xxxxxxxx                    

Name:    Xxxx Xxxxxxxx

Title:     Partner

[Signature Page to Amendment No. 5]

Annex A

Credit Agreement

[see attached]

Annex A to Amendment No. 5

FINAL VERSION

CREDIT AGREEMENT

among

TEAM, INC.,
as a Borrower and the Borrower Agent,

the other Borrowers from time to time party hereto,

the Lenders from time to time party hereto,

ECLIPSE BUSINESS CAPITAL LLC,
as Agent

Dated as of February 11, 2022 ,

as amended on May 6, 2022,

as further amended on November 1, 2022,

as further amended on June 16, 2023,

as further amended on March 6, 2024,

as further amended on September 30, 2024

12273803v7

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS    1

1.1 Definitions    1

1.2 Accounting Terms and Determinations    8082

1.3 Divisions     8183

1.4 Other Terms; Headings    8183

1.5 Dutch Terms    8183

1.6 Exchange Rates and Currency Equivalents    8385

1.7 Rates     8385

1.8 Quebec Matters    8486

ARTICLE II THE CREDIT FACILITIES    8486

2.1 The Revolving Credit Facility    8486

2.2 Additional Loan Facilities    8688

2.3 Procedure for Borrowing; Notices of Borrowing    8991

2.4 Application of Proceeds    9597

2.5 Mandatory Prepayments and Optional Prepayments    9597

2.6 Maintenance of Loan Account; Statements of Account    100102

2.7 Cash Management; Control Agreements; Lockboxes    100102

2.8 Term     103105

2.9 Payment Procedures    103105

2.10 Designation of a Different Lending Office    104106

2.11 Replacement of Lenders    104106

2.12 Defaulting Lenders    104106

2.13 Letters of Credit    105107

2.14 Sharing of Payments, Etc    108110

-i-

12273803v7

2.15 Protective Advances and Optional Overadvances    109111

ARTICLE III [RESERVED]    110112

ARTICLE IV INTEREST, FEES AND EXPENSES    110112

4.1 Interest     110112

4.2 Interest After Event of Default    111113

4.3 Unused Delayed Draw Commitment Fee.    112114

4.4 Unused Revolving Credit Commitment Fee    112114

4.5 Fronting Fees and Letter of Credit Fees    112114

4.6 Termination and Prepayment Premiums    113115

4.7 Inaccuracies of Financial Information, Etc    116118

4.8 Fee Letter     116118

4.9 Computations    116118

4.10 Certain Provisions Regarding SOFR Rate    117119

4.11 Taxes    119121

ARTICLE V CONDITIONS OF LENDING    123125

5.1 Conditions to Initial Loans or Letter of Credit    123125

5.2 Conditions Precedent to Each Loan and Each Letter of Credit    127129

ARTICLE VI REPRESENTATIONS AND WARRANTIES    128130

6.1 Representations and Warranties of Borrowers    128130

ARTICLE VII AFFIRMATIVE COVENANTS    137139

7.1 Existence     137139

7.2 Maintenance of Property    138140

7.3 Remediation of Specified Phase II Real Estate    138140

7.4 Taxes     138140

-ii-

12273803v7

7.5 Requirements of Law    138140

7.6 Insurance     138140

7.7 Books and Records; Inspections    139141

7.8 Notification Requirements    140142

7.9 Casualty Loss    143145

7.10 Qualify to Transact Business    143145

7.11 Financial Reporting    143145

7.12 Payment of Liabilities    147149

7.13 ERISA    147149

7.14 Environmental Matters    147149

7.15 Intellectual Property    148150

7.16 Solvency    148150

7.17 [Reserved]    148150

7.18 Access to Employees, Etc    148150

7.19 Sanctions; Anti-Money Laundering Laws and Anti-Corruption Laws    148150

7.20 Formation of Subsidiaries; Further Assurances    148150

7.21 Post-Closing Covenants    150152

7.22 [Reserved]    150152

7.23 Residency for Dutch Tax Purposes    150152

7.24 Fiscal Unity for Dutch Tax Purposes    150152

7.25 Allocation of Tax Losses upon Termination of Fiscal Unity for Dutch Tax Purposes    150152

ARTICLE VIII NEGATIVE COVENANTS    151153

8.1 Indebtedness    151153

8.2 [Reserved]     153155

-iii-

12273803v7

8.3 Entity Changes, Etc    153155

8.4 Change in Nature of Business    153155

8.5 Sales, Etc. of Assets    154156

8.6 Use of Proceeds    156158

8.7 [Reserved]     156158

8.8 Liens     156158

8.9 Dividends, Redemptions, Distributions, Etc    157158

8.10 Investments    157159

8.11 [Reserved]    158160

8.12 Fiscal Year    158160

8.13 Accounting Changes    158160

8.14 [Reserved]    159160

8.15 ERISA Compliance    159160

8.16 [Reserved]    159161

8.17 UK Pensions    159161

8.18 Prepayments and Amendments    160162

8.19 Lease Obligations    161163

8.20 [Reserved]    161163

8.21 [Reserved]    161163

8.22 [Reserved]    161163

8.23 Negative Pledge    161163

8.24 Affiliate Transactions    162163

8.25 Assets Located in Quebec    162164

ARTICLE IX FINANCIAL COVENANT(S)    162164

9.1 Unfinanced Capital Expenditures    162164

9.2 Minimum Excess Availability Amount    164

-iv-

12273803v7

ARTICLE X EVENTS OF DEFAULT    163165

10.1 Events of Default    163165

10.2 Remedies Upon Event of Default; Cash Collateralization     164166

10.3 Other Remedies    166168

10.4 License for Use of Intellectual Property, Real Property and Other Property    167169

10.5 Post-Default Allocation of Proceeds    168169

10.6 No Marshaling; Deficiencies; Remedies Cumulative    176178

10.7 Waivers    176178

10.8 Further Rights of Agent and the Lenders    177178

10.9 Interest and Letter of Credit Fees After Event of Default     177179

10.10 Receiver    177179

10.11 Rights and Remedies not Exclusive    177179

10.12 Insolvency Financings; Proceedings under Debtor Relief Laws    177179

10.13 Separate Classification    180181

10.14 Avoidance and Reinstatement    180182

10.15 Payments Over    180182

10.16 Asset Sales    181182

ARTICLE XI THE AGENT    181183

11.1 Appointment of Agent    181183

11.2 Nature of Duties of Agent    181183

11.3 Lack of Reliance on Agent    182183

11.4 Certain Rights of Agent    182184

11.5 Reliance by Agent    182184

11.6 Indemnification of Agent    182184

11.7 Agent in Its Individual Capacity    183184

-v-

12273803v7

11.8 Holders of Notes    183184

11.9 Successor Agent    183185

11.10 Collateral Matters    184185

11.11 Actions with Respect to Defaults    185186

11.12 Delivery of Information    185186

11.13 English Law Governed Transaction Security    185186

ARTICLE XII GENERAL PROVISIONS    189190

12.1 Notices    189190

12.2 Delays; Partial Exercise of Remedies    191192

12.3 Right of Setoff    191192

12.4 Indemnification; Reimbursement of Expenses of Collection    191193

12.5 Amendments, Waivers and Consents    192194

12.6 Nonliability of Agent and Lenders    196197

12.7 Assignments and Participations; Affiliated Lenders    196197

12.8 Counterparts; Facsimile Signatures    200202

12.9 Severability    200202

12.10 Maximum Rate    200202

12.11 Borrower Agent; Borrowers, Jointly and Severally    201203

12.12 Entire Agreement; Successors and Assigns; Interpretation    203204

12.13 LIMITATION OF LIABILITY    203204

12.14 GOVERNING LAW    203205

12.15 SUBMISSION TO JURISDICTION    203205

12.16 [RESERVED]    204206

12.17 JURY TRIAL    204206

12.18 Attorney    204206

12.19 Agent Titles    204206

12.20 Publicity    204206

-vi-

12273803v7

12.21 No Third Party Beneficiaries    205206

12.22 Confidentiality    205206

12.23 Patriot Act Notice    206207

12.24 Advice of Counsel    206207

12.25 Captions    206208

12.26 [Reserved]    206208

12.27 Right to Cure    206208

12.28 Acknowledgment and Consent to Bail-In of Affected Financial Institutions    206208

12.29 Time    207209

12.30 Keepwell    207209

12.31 [Reserved]    207209

12.32 Acknowledgement Regarding Any Supported QFCs    207209

-vii-

12273803v7

Schedules
Schedule 1.1(a)			Eligible Inventory
Schedule 1.1(b)			Specified M&E
Schedule 1.1(c)			Specified Phase I Real Estate
Schedule 1.1(d)			Specified Phase II Real Estate
Schedule 1.1(e)			Excluded Real Property
Schedule 3.4(a)			Commercial Tort Claims
Schedule 6.1(a)			Loan Parties
Schedule 6.1(b)			Locations
Schedule 6.1(f)			Consents and Authorizations
Schedule 6.1(g)			Ownership; Subsidiaries
Schedule 6.1(p)			Judgments; Litigation
Schedule 6.1(v)			ERISA Plans
Schedule 6.1(w)			Intellectual Property
Schedule 6.1(x)			Labor Contracts
Schedule 7.21			Post-Closing Covenants
Schedule 8.1(b)			Existing Indebtedness
Schedule 8.1(s)			Existing Letters of Credit
Schedule 8.8			Existing Liens
Schedule 8.10			Existing Investments
Schedule 8.23			Affiliate Transactions of Loan Parties

Annexes
Annex A			Lenders and Commitments
Annex B			Reporting

-viii-

12273803v7

Exhibits (form of)
Exhibit A-1			Revolving Credit Note
Exhibit A-2			Delayed Draw Term Loan Note
Exhibit A-3			M&E Term Loan Note
Exhibit A-4			RE-I Term Loan Note
Exhibit A-5			RE-II Term Loan Note
Exhibit A-6			Swingline Note
Exhibit B			Notice of Borrowing
Exhibit C			[Reserved]
Exhibit D			[Reserved]
Exhibit E			Perfection Certificate
Exhibit F			Financial Condition Certificate
Exhibit G			Closing Certificate
Exhibit H			Compliance Certificate
Exhibit I			Borrowing Base Certificate
Exhibit J-1			Assignment and Acceptance
Exhibit J-2			Joinder
Exhibits K-1 to K-4			U.S. Tax Compliance Certificates
Exhibit L			ABLSoft Client User Form
Exhibit M			Authorized Accounts Form
Exhibit N			Monthly Operating Report

-ix-

12273803v7

CREDIT AGREEMENT

This CREDIT AGREEMENT, is entered into as of February 11, 2022, among (i) TEAM, INC., a Delaware corporation, each other Person identified on Schedule 6.1(a) as a “Borrower” and each additional Person that is joined as a party hereto as a borrower by executing the form of Joinder attached hereto as Exhibit J-2 (each, a “Borrower” and collectively and jointly and severally, the “Borrowers”), (ii) each Person identified as a “Lender” on Annex A attached hereto (together with each of its respective successors and assigns, if any, each a “Lender” and, collectively, the “Lenders”), and (iii) ECLIPSE BUSINESS CAPITAL LLC, acting not individually but as agent on behalf of, and for the benefit of, the Lenders and all other Secured Parties (in such capacity, together with its successors and assigns, if any, in such capacity, the “Agent”).

W I T N E S S E T H:

WHEREAS, upon the terms and subject to the conditions set forth herein, the Revolving Credit Lenders (as hereinafter defined) are willing to make available to the Borrowers a revolving credit facility in an initial aggregate principal amount of $130,000,000;

WHEREAS, upon the terms and subject to the conditions set forth herein, the Delayed Draw Term Lenders (as hereinafter defined) are willing to make available to the Borrowers a delayed draw term loan facility in an initial aggregate principal amount of $35,000,000;

WHEREAS, upon the terms and subject to the conditions set forth in Amendment No. 3, the M&E Term Lenders (as hereinafter defined) are willing to make available to the Borrowers, on the Amendment No. 3 Effective Date, term loans in an initial aggregate principal amount of $9,605,000;

WHEREAS, upon the terms and subject to the conditions set forth in Amendment No. 3, the RE-I Term Lenders (as hereinafter defined) are willing to make available to the Borrowers, on the Amendment No. 3 Effective Date, term loans in an initial aggregate principal amount of $5,947,500; and

WHEREAS, upon the terms and subject to the conditions set forth herein, the RE-II Term Lenders (as hereinafter defined) are willing to make available to the Borrowers, on the Amendment No. 3 Effective Date, term loans in an initial aggregate principal amount of $11,845,000.

NOW, THEREFORE, in respect of the foregoing premises and other valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Borrowers, the Lenders, and the Agent, each intending to be legally bound, hereby agree as follows:

Article I DEFINITIONS

I.1Definitions. Any terms (whether capitalized or lower case) used in this Agreement that are defined in the UCC or the PPSA (including Account, Account Debtor, Chattel Paper, Commercial Tort Claims, Deposit Account, Drafts, Documents, Equipment, Farm Products, Fixtures, General Intangibles, Intangibles, Investment Property, Instruments, Letters of Credit, Letter of Credit Rights, Promissory Notes, Proceeds, Securities Account and Supporting Obligations) shall be construed and defined as set forth in the UCC or the PPSA, as applicable, unless otherwise defined herein. In addition, as used herein, the following terms shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined):

“1970 Group Subordination Agreement” means that certain Subordination Agreement dated as of the Amendment No. 3 Effective Date between (a) 1970 Group Inc., (b) the Agent and (c) the Term Loan Agent.

“1970 Group SIRFA” means that certain Substitute Insurance Reimbursement Facility Agreement dated as of September 29, 2022 between 1970 Group Inc. and the Borrower Agent, as amended, amended and restated, supplemented or otherwise modified from time to time.

“2017 Senior Convertible Notes” means the 5.00% Convertible Senior Notes due 2023 issued by the Borrower Agent and any payment-in-kind notes issued in connection therewith (whether in the form of an amendment to existing notes, an exchange of notes or additional notes).

“ABL Priority Collateral” has the meaning set forth in the Intercreditor Agreement.

“ABLSoft” means the electronic and/or internet-based system approved by the Agent for the purpose of making notices, requests, deliveries, communications and for the other purposes contemplated in this Agreement or otherwise approved by the Agent, whether such system is owned, operated or hosted by the Agent, any of its Affiliates or any other Person.

“Acceptable Account Debtor Jurisdiction” means, with respect to Receivables of the U.S. Borrowing Base Companies and Canadian Borrowing Base Companies, the United States and Canada.

“Acceptable Appraisal” means, with respect to an appraisal of Inventory, the most recent current appraisal of such property received by the Agent (i) from an appraisal company satisfactory to the Agent in its Permitted Discretion, (ii) the scope and methodology (including, to the extent relevant, any sampling procedure employed by such appraisal company) of which are satisfactory to the Agent in its Permitted Discretion, and (iii) the results of which are satisfactory to the Agent, in each case, in the Agent’s Permitted Discretion.

“Acceptable Bank” means Bank of America, N.A., Bank of Montreal, Citibank, N.A., JPMorgan Chase Bank, N.A., and each of their Affiliates, and any other depository institution acceptable to the Agent in its Permitted Discretion.

-2-

“Acceptable Receivable Currency” means (i) Dollars with respect to Receivables of the U.S. Borrowing Base Companies and (ii) Canadian Dollars with respect to Canadian Borrowing Base Companies.

“Acceptance Date” has the meaning specified in Section 12.7(b).

“Acquisition” means, with respect to any Person (i) an investment in, or a purchase of, a Controlling interest in the Equity Interests of any other Person, (ii) a purchase or other acquisition of all or substantially all of the assets or properties of, another Person or of any business unit, division or line of business of another Person, or (iii) any merger or consolidation of such Person with any other Person or other transaction or series of transactions resulting in the acquisition of all or substantially all of the assets, or of any business unit, division or line of business of another Person, or a Controlling interest in the Equity Interests, of any Person, in each case in any transaction or group of transactions which are part of a common plan.

“Adjusted Liquidity” means, at any time of determination, the sum of (i) unrestricted cash and Cash Equivalents of the Loan Parties maintained in deposit accounts located in the United States and Canada at such time (including, for the avoidance of doubt, any cash or Cash Equivalents subject to a Lien in favor of the Agent for the benefit of the Secured Parties), (ii) Excess Availability at such time and (iii) the unused portion of any “Incremental Term Loan Commitments” and “Incremental Delayed Draw Term Loan Commitments” (in each case, under and as defined in the Term Loan Agreement) at such time.

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (i) Term SOFR for such calculation plus (ii) the Term SOFR Adjustment; provided that, if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

“Adjustment Date” means the first day of each calendar month.

“Affected Financial Institution” means (i) any EEA Financial Institution or (ii) any UK Financial Institution.

“Affiliate” means, as to any Person, any other Person who directly or indirectly Controls, is under common Control with, is Controlled by or is a director, officer, manager or general partner of such Person; provided that, in any event, any Person who owns directly or indirectly fifteen percent (15%) or more of the Voting Interests of a Person, shall be deemed to control such Person. Without limitation of the foregoing, the following Persons shall at all times constitute Affiliates of each Borrower: (i) each Borrower, (ii) each Guarantor, and (iii) all Subsidiaries; provided, further, that at all times (except for purposes of making a determination of “Affiliated Lender” and for purposes of compliance with Section 8.24) the Corre Affiliates shall not constitute Affiliates of any Loan Party or any of its Affiliates.

“Affiliated Lender” means, at any time, any Delayed Draw Term Lender and any Affiliate of any Loan Party that becomes a Lender hereunder. For the avoidance of doubt, a

-3-

Delayed Draw Term Lender shall be deemed an Affiliated Lender regardless of whether it is an Affiliate of a Loan Party.

“Agent” has the meaning specified in the preamble to this Agreement.

“Agent’s Payment Account” means an account identified in writing by the Agent to the Lenders and the Borrower Agent from time to time as the “Agent’s Payment Account”.

“Aggregate Delayed Draw Term Loan Commitment” means (i) prior the Amendment No. 3 Effective Date, $35,000,000, and (ii) from and after the Amendment No. 3 Effective Date, $0.

“Aggregate Delayed Draw Term Loan Outstandings” means, at any time, the aggregate Outstanding Amount of all Delayed Draw Term Loans. As of the Amendment No. 3 Effective Date, the Aggregate Delayed Draw Term Loan Outstandings are $35,000,000.

“Aggregate M&E Term Loan Commitment” means an amount equal to the aggregate amount of the M&E Term Loan Commitments. As of the Amendment No. 3 Effective Date, immediately prior to the funding of the M&E Term Loans on the Amendment No. 3 Effective Date, the Aggregate M&E Term Loan Commitment is $9,605,000.

“Aggregate M&E Term Loan Outstandings” means, at any time, the aggregate Outstanding Amount of all M&E Term Loans.

“Aggregate MRE Term Loan Outstandings” means, at any time, the sum of the Aggregate M&E Term Loan Outstandings, the Aggregate RE-I Term Loan Outstandings and the Aggregate RE-II Term Loan Outstandings.

“Aggregate RE-I Term Loan Commitment” means an amount equal to the aggregate amount of the RE-I Term Loan Commitments. As of the Amendment No. 3 Effective Date, immediately prior to the funding of the RE-I Term Loans on the Amendment No. 3 Effective Date, the Aggregate RE-I Term Loan Commitment is $5,947,500.

“Aggregate RE-I Term Loan Outstandings” means, at any time, the aggregate Outstanding Amount of all RE-I Term Loans.

“Aggregate RE-II Term Loan Commitment” means an amount equal to the aggregate amount of the RE-II Term Loan Commitments. As of the Amendment No. 3 Effective Date, immediately prior to the funding of the RE-II Term Loans on the Amendment No. 3 Effective Date, the Aggregate RE-II Term Loan Commitment is $11,845,000.

“Aggregate RE-II Term Loan Outstandings” means, at any time, the aggregate Outstanding Amount of all RE-II Term Loans.

“Aggregate Revolving Credit Commitment” means $130,000,000, as such amount may be decreased by the amount of any permanent reductions in the Revolving Credit Commitments made in accordance with Section 2.1(e), which amount is the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders.

-4-

“Aggregate Revolving Credit Outstandings” means, at any time, the aggregate Outstanding Amount of all Revolving Credit Loans and the Letter of Credit Usage.

“Agreement” means this Credit Agreement, as amended, amended and restated, supplemented or otherwise modified from time to time.

“All-In Yield” means, as to any Indebtedness, the annual yield thereof, whether in the form of interest rate margins, original issue discount (“OID”) or upfront fees and any interest rate floors (with such increased amount being equated to interest margins for purposes of determining any increase to the Applicable Margin); provided that, (i) OID and upfront fees shall be equated to interest rates assuming a four year life to maturity and (ii) “All-In Yield” shall not include arrangement fees, structuring fees, underwriting fees or similar fees that are not paid to all Lenders providing the relevant Indebtedness.

“Amendment No. 3” means that certain Amendment No. 3 to Credit Agreement, dated as of the Amendment No. 3 Effective Date, among the Borrowers, the Lenders and the Agent.

“Amendment No. 3 Effective Date” means June 16, 2023.

“Amendment No. 5” means that certain Amendment No. 5 to Credit Agreement, dated as of the Amendment No. 5 Effective Date, among the Borrowers, the Lenders and the Agent.

“Amendment No. 35 Effective Date” means June 16September 30, 20232024.

“Announcements” has the meaning specified in Section 2.3(j)(v).

“Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010, the Corruption of Foreign Public Officials Act (Canada), each as amended, and all other applicable laws and regulations or ordinances concerning or relating to bribery or corruption in any jurisdiction in which any Loan Party or any of its Subsidiaries or Affiliates is located or is doing business.

“Anti-Money Laundering Laws” means the applicable statutes, laws, regulations, or rules in any jurisdiction in which any Loan Party or any of its Subsidiaries or Affiliates is located or is doing business that relates to money laundering, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto, including, but not limited to, the Bank Secrecy Act (31 U.S.C. § 5311 et seq.), the Patriot Act and the Proceeds of Crime Money Laundering and Terrorist Financing Act (Canada).

“Applicable Margin” means, with respect to Revolving Credit Loans, the applicable percentages per annum set forth in the pricing grid below, as determined by reference to EBTIDA as set forth in the most recent Compliance Certificate received by the Agent pursuant to Section 7.11(d) and Average Historical Excess Availability as determined by the Agent:

-5-

Level			EBITDAPerformance Metrics			SOFR Loans			Base Rate Loans
I			GreaterBoth (i) EBITDA is greater than or equal to $80,000,000 and (ii) Average Historical Excess Availability is greater than $10,000,000			4.153.50%			3.152.50%
II			Less than $80,000,000 butLevel I requirements above not satisfied, but both (i) EBITDA is greater than or equal to $60,000,000 and (ii) Average Historical Excess Availability is greater than $7,500,000			4.403.75%			3.402.75%
III			LessEither (i) EBITDA is less than $60,000,000 or (ii) Level I or Level II requirements above not satisfied			4.654.25%			3.653.25%

From the Closing Date through February 28, 2022Amendment No. 5 Effective Date until the first Adjustment Date thereafter, the Applicable Margin shall be determined as if Level III of the pricing grid set forth above were applicable. Thereafter, the Applicable Margin shall be re-determined monthly on the first day ofon each monthAdjustment Date (commencing with Marchthe Adjustment Date occurring on October 1, 20222024), based on (x) the then most recent monthly Financial Statements and corresponding Compliance Certificate delivered to the Agent in accordance with Section 7.11(c) and (d) and (y) the Average Historical Excess Availability for the immediately preceding month, and shall remain at the applicable Level aboveof the pricing grid set forth above determined as of such Adjustment Date until the next such date of determinationAdjustment Date; provided that if (i) the Borrower Agent shall have failed to deliver such Financial Statements and Compliance Certificate when so required, (ii) any Event of Default shall have occurred or (ii)iii) Average Historical Excess Availability shall be less than $10,000,0007,500,000, then the Applicable Margin shall immediately be set at Level III of the pricing grid set forth above until the next such date of determinationAdjustment Date. For purposes of any interest rate determinations for any applicable period prior to the Amendment No. 5 Effective Date, the Applicable Margin shall be determined in accordance with this Agreement as in effect immediately prior to the effectiveness of Amendment No. 5. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Margin for any period shall be subject to the provisions of Section 4.7.

“Appraised Value” means (i) with respect to any Specified Phase I Real Estate or Specified Phase II Real Estate, the fair market value of such Specified Phase I Real Estate or Specified Phase II Real Estate (as the case may be) as set forth in the most recent appraisal of such Specified Phase I Real Estate or Specified Phase II Real Estate (as the case may be) conducted from time to time by a third-party appraiser engaged by the Agent, and (ii) with respect to Specified M&E, the orderly liquidation value of such Specified M&E as set forth in

-6-

the most recent appraisal of Specified M&E conducted from time to time by a third-party appraiser engaged by the Agent.

“Appropriate Lender” means, at any time, (i) with respect to any of the Revolving Credit Facility, the Delayed Draw Term Loan Facility, the M&E Term Loan Facility, the RE-I Term Loan Facility or the RE-II Term Loan Facility, a Lender that has a Commitment with respect to such Facility or holds a Loan under such Facility at such time, (ii) with respect to the Letter of Credit Sublimit, (A) the applicable Letter of Credit Issuer and (B) if any Letters of Credit have been issued pursuant to Section 2.13, the Revolving Credit Lenders and (iii) with respect to the Swingline Sublimit, (A) the Swingline Lender and (B) if any Swingline Loans are outstanding pursuant to Section 2.3(h), the Revolving Credit Lenders.

“Approved Electronic Communication” means each notice, demand, communication, information, document and other material transmitted, posted or otherwise made or communicated by e-mail, facsimile, ABLSoft or any other equivalent electronic service, whether owned, operated or hosted by the Agent, any of its Affiliates or any other Person, that any party is obligated to, or otherwise chooses to, provide to the Agent pursuant to this Agreement or any other Loan Document, including any financial statement, financial and other report, notice, request, certificate and other information or material; provided, that Approved Electronic Communications shall not include any notice, demand, communication, information, document or other material that the Agent specifically instructs a Person to deliver in physical form.

“Approved Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business, in each case that is administered, managed, advised or underwritten by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

“Approved Plan” means a detailed profitability improvement plan approved by the board of directors of the Borrower designed to significantly improve the Borrower’s forecasted profitability over the term of this Agreement, which profitability improvement plan includes specific savings line items and targeted deadlines to achieve such items, in substantially the same format as cost savings plans previously delivered to the Agent prior to the Amendment No. 3 Effective Date.

“Asset Disposition” means any direct or indirect sale, lease (other than an operating lease entered into in the ordinary course of business), transfer, issuance or other disposition, or a series of related sales, leases, transfers, issuances or dispositions that are part of a common plan, of shares of Equity Interests of a Subsidiary (other than directors’ qualifying shares), property or other assets (each referred to for the purposes of this definition as a “disposition” ) by the Loan Parties or any of their Subsidiaries, including any disposition by means of a merger, amalgamation, consolidation or similar transaction.

“Assignment and Acceptance” means an Assignment and Acceptance entered into by a Lender and its assignee, and accepted by the Agent, to be substantially in the form of Exhibit J-1.

-7-

“Auditors” means a nationally recognized firm of independent public accountants selected by the Borrower Agent and reasonably satisfactory to the Agent.

“Availability Block” means $7,500,000.

“Average Historical Excess Availability” means, for the purposes of the definition of Applicable Margin, in the case of each Adjustment Date, an amount equal to (i) the sum of each day’s Excess Availability during the most recently ended calendar month, divided by (ii) the number of days in such calendar month.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (i) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (ii) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank Product” means any of the following products, services or facilities extended to any Loan Party or any of its Subsidiaries by a Bank Product Provider: (i) Cash Management Services; (ii) products under Hedging Agreements; (iii) products under leasing agreements; (iv) factored receivables; and (v) other banking products or services as may be requested by a Loan Party or one of its Subsidiaries, other than Letters of Credit.

“Bank Product Agreements” means any agreements entered into from time to time by any Loan Party or any of its Subsidiaries with the Bank Product Provider in connection with the obtaining of any of the Bank Products.

“Bank Product Obligations” means Indebtedness and other obligations of any Loan Party or any of its Subsidiaries to any Bank Product Provider arising from Bank Products; provided that, for the avoidance of doubt, in order for any Indebtedness or other obligations to constitute “Bank Product Obligations,” the applicable Bank Product Provider and the Borrower Agent must have provided the notice required pursuant to the definition of Bank Product Provider, unless the applicable Bank Product Provider is the Agent or one of its Affiliates.

“Bank Product Provider” means the Agent, any Revolving Credit Lender or any of their respective Affiliates; provided that no such Person (other than Agent or its Affiliates) shall constitute a Bank Product Provider with respect to a Bank Product unless and until the applicable Lender (or Affiliate, as the case may be) and the Borrower Agent shall have each provided written notice to the Agent of (i) the existence of such Bank Product; (ii) the maximum dollar amount of the obligations arising under such Bank Product (which amount may be changed from

-8-

time to time, except as provided below, by such Lender (or Affiliate, as the case may be) and the Borrower Agent by delivering written notice to the Agent); and (iii) the methodology to be used by such parties in determining the Bank Product Obligations owing with respect thereto from time to time; provided further, that if, at any time, a Lender ceases to be a Lender under this Agreement, then, from and after the date on which it ceases to be a Lender thereunder, neither it nor any of its Affiliates shall constitute Bank Product Providers and the obligations with respect to Bank Products provided by such former Lender or any of its Affiliates shall no longer constitute Bank Product Obligations.

“Bank Product Reserve” means the aggregate amount of reserves established by the Agent from time to time in its Permitted Discretion (based upon the Agent’s and the Bank Product Providers’ determination of the liabilities and obligations of each Loan Party and its Subsidiaries in respect of Bank Product Obligations) in respect of Bank Products (including, for the avoidance of doubt, Cash Management Services), then provided or outstanding.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as that title may be amended from time to time, or any successor statute.

“Base Rate” means, for any day of determination, the greatest of (i) 2.00%, (ii) the Federal Funds Rate in effect on such day plus 0.50%, (iii) Term SOFR for a one month tenor in effect on such day plus 1.00%; provided that this clause (iii) shall not be applicable during any period in which Term SOFR is unavailable or unascertainable or otherwise with respect to any use of the Base Rate contemplated by Section 4.10(b) or (c), and (iv) the rate of interest announced, from time to time, within Xxxxx Fargo at its principal office in San Francisco as its “prime rate” in effect on such day, with the understanding that the “prime rate” is one of Xxxxx Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Xxxxx Fargo may designate (or, if such rate ceases to be so published, as quoted from such other generally available and recognizable source as the Agent may select in its discretion).

“Base Rate Loans” means Loans the rate of interest applicable to which is based upon the Base Rate.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that, if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.3(j).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the sum of: (i) the alternate benchmark rate that has been selected by the Agent and the Borrower Agent giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for Dollar-denominated syndicated credit

-9-

facilities at such time and (ii) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Agent and the Borrower Agent giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(i)in the case of clause (i) or (ii) of the definition of "Benchmark Transition Event," the later of (A) the date of the public statement or publication of information referenced therein and (B) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or the published component used in the calculations thereof); or

(ii)in the case of clause (iii) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness, non-compliance or non-alignment will be determined by reference to the most recent statement or publication referenced in such clause (iii) and even if such Benchmark (or such component thereof) continues to be provided on such date.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(i)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof);

-10-

(ii)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof); or

(iii)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability Period” means the period (if any) (i) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.3(j) and (ii) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.3(j).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“BHC Act Affiliate” of a Person means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such Person.

“Blocked Account” and “Blocked Accounts” have the respective meanings specified in Section 2.7.

“Borrower Agent” means Team, Inc., a Delaware corporation.

-11-

“Borrower” and “Borrowers” have the respective meanings specified in the preamble to this Agreement. Each Borrower shall be a U.S. Loan Party.

“Borrowing” has the meaning specified in Section 2.3(a).

“Borrowing Base” means, as of any time of determination, the result of:

(i)the product of 9092.5%, multiplied by the Value of Eligible Investment Grade Receivables; plus

(i)the product of 8580%, multiplied by the Value of Eligible Non-Investment GradeUnbilled Receivables; plus

(ii)the product of 8020%, multiplied by the Value of Eligible Unbilled ReceivablesInventory; plus

(iii)the lesser of (A) $10,000,000 and (B) the lesser of (1) the product of 65%, multiplied by the Value of Eligible Inventory and (2) the product of 85%, multiplied by the NOLV Percentage of Eligible Inventory, multiplied by the Value of Eligible Inventoryat any time during the Specified Overadvance Period, the Specified Overadvance Amount; minus

(v) the Availability Block; minus

(i)(vi) the aggregate amount of all Reserves.

Notwithstanding the foregoing, the aggregate amount of the Borrowing Base (A) consisting of (i) Eligible Unbilled Receivables shall not exceed fifteen percent (15%) of the Borrowing Base (as determined without giving effect to clause (v) or (vi) of the definition of Borrowing Base) and (ii) Eligible Receivables due from Specified Utility Account Debtors shall not exceed $5,000,000.

“Borrowing Base Certificate” has the meaning specified in Section 7.11(e).

“Borrowing Base Company” means a U.S. Borrowing Base Company or a Canadian Borrowing Base Company.

“Borrowing Date” means the date on which a Borrowing is obtained.

“Business Day” means any day other than a Saturday or Sunday or any other day on which the Agent or the Federal Reserve Bank of New York is closed.

“Business Plan” means a business plan of the Loan Parties and their Subsidiaries, consisting of consolidated projected balance sheets, related cash flow statements and related profit and loss statements, together with appropriate supporting details and a statement of the underlying assumptions, which (i) as of the Closing Date, covers a four year period and (ii) for

-12-

business plans delivered after the Closing Date, covers a one year period, and, in each case, which is prepared on a monthly basis for the first year and a quarterly basis thereafter.

“Canadian Borrowing Base Companies” means TISI Canada Inc. and such other Subsidiaries organized under the laws of Canada as the Borrower Agent and the Agent may from time to time reasonably agree to become Canadian Borrowing Base Companies.

“Canadian Collateral” means all assets of the Canadian Loan Parties constituting Collateral under the Security Documents.

“Canadian Dollars” or “C$” means the lawful currency of Canada.

“Canadian Guarantor” means any Guarantor organized under the laws of Canada or a province or territory thereof.

“Canadian Loan Party” means any Loan Party incorporated or organized under the laws of Canada or a province or territory thereof.

“Canadian Priority Payables” means, as of any date of determination, the amount due and owing (whether or not past due) by any Loan Party or for which a Loan Party has an obligation to remit to a Governmental Authority pursuant to any applicable law in respect of which any Governmental Authority may claim an Lien or other claim ranking or capable of ranking prior to or pari passu with the Liens in favour of the Agent against all or part of the Collateral, including, without limitation, in respect of pension fund obligations, employment insurance, GST, HST, sales taxes and other taxes payable or to be remitted or withheld, employee withholds, vacation pay, termination and severance pay, employee salaries and wages, workers’ compensation assessment, Wage Earner Protection Program Act (Canada), Canada pension plan payments, municipal taxes and claims by public utilities and other like charges and demands.

“Canadian Registered Pension Plan” means a pension plan subject to (i) the Pension Benefits Act (Ontario) or any other applicable provincial, territorial, or federal pension benefits standards legislation as amended from time to time and any successor statute or (ii) a “registered pension plan” as that term is defined in subsection 248(1) of the Tax Act.

“Canadian Security Agreement” means a guaranty and security agreement, dated as of the Closing Date, in form and substance reasonably satisfactory to the Agent, executed and delivered by each of the Canadian Loan Parties to the Agent.

“Canadian Security Documents” means the Canadian Security Agreement, any share pledge agreement governed by Canadian law which provides for a Lien in favor of the Agent as security for any of the Obligations, and each other agreement, document or instrument executed by any Loan Party governed by Canadian law which provides for a Lien in favor of the Agent as security for any of the Obligations.

“CapEx Test Period” means each period of four (4) fiscal quarters of the Borrower Agent ending on June 30 or December 31 of any fiscal year.

-13-

“Capital Expenditures” means, for any period of four consecutive fiscal quarters, for the Borrower Agent and its Subsidiaries on a consolidated basis, consolidated expenditures during such period that are or are required to be included in or are reflected by the consolidated property, plant, or equipment accounts of the Borrower Agent or any of its Subsidiaries, or any similar fixed asset (other than any investments in information technology development in connection with the ERP Conversion to the extent such investments are consistent, in all material respects, with the original cash forecast through March 31, 2025 delivered to the board of directors of the Borrower with respect to the ERP Conversion (it being understood that any increase to such amount in excess of $1,000,000 in third party costs shall be deemed not to be consistent in all material respects with such forecast)), or improvements, replacements, substitutions or additions thereto or therefor which have a useful life of more than one year, or are or are required to be otherwise included as capitalized costs, and shall include all payments in respect of Capitalized Lease Obligations and leasehold improvements, in each case on the balance sheet of the Borrower Agent and its Subsidiaries in conformity with GAAP.

“Capital Lease” means a lease that is required to be capitalized on the books of the lessee and amortized as a finance lease for financial reporting purposes in accordance with GAAP.

“Capitalized Lease Obligations” means that portion of the obligations under a Capital Lease which, under GAAP, is or will be required to be capitalized on the books of the lessee, taken at the amount thereof accounted for as Indebtedness (net of Interest Expense) in accordance with GAAP.

“Carve Out” means, in connection with any proceeding under any Debtor Relief Law relating to any Loan Party, any carve out amount granted with respect to professional fees and expenses, court costs, filing fees, and fees and costs of the Office of the United States Trustee as granted by the court or as agreed to by the Agent.

“Cash Equivalents” means (i) securities issued, guaranteed or insured by the United States or any of its agencies with maturities of not more than one year from the date acquired; (ii) certificates of deposit with maturities of not more than one year from the date acquired, issued by (A) a Lender or its Affiliates; (B) any U.S. federal or state chartered commercial bank of recognized standing which has capital and unimpaired surplus in excess of $500,000,000; or (C) any bank or its holding company that has a short-term commercial paper rating of at least A-1 or the equivalent by S&P or at least P-1 or the equivalent by Xxxxx’x; (iii) repurchase agreements and reverse repurchase agreements with terms of not more than thirty (30) days from the date acquired, for securities of the type described in clause (i) above and entered into only with commercial banks having the qualifications described in clause (ii) above or such other financial institutions with a short-term commercial paper rating of at least A-1 or the equivalent by S&P or at least P-1 or the equivalent by Xxxxx’x; (iv) commercial paper, other than commercial paper issued by a Loan Party or any Affiliate of a Loan Party, issued by any Person incorporated under the laws of the United States or any state thereof and rated at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody’s, in each case with maturities of not more than one year from the date acquired; and (v) investments in money market funds registered under the Investment Company Act of 1940, which have net assets of at

-14-

least $500,000,000 and at least eighty-five percent (85%) of whose assets consist of securities and other obligations of the type described in clauses (i) through (iv) above.

“Cash Management Services” means any one or more of the following types of services or facilities: (i) credit cards, merchant card services, purchase or debit cards, including non-card e-payables services, or electronic funds transfer services, (ii) treasury management services (including controlled disbursement, overdraft automatic clearing house fund transfer services, return items, and interstate depository network services) and (iii) any other demand deposit or operating account relationships or other cash management services.

“Casualty Events” means any event (not constituting an Asset Disposition) occurring after the Amendment No. 3 Effective Date that gives rise to the receipt by a Loan Party or any of its Subsidiaries of any casualty insurance proceeds (including business interruption insurance proceeds to the extent such business interruption insurance proceeds are in excess of $4,000,000 in the aggregate) or condemnation awards or other compensation in respect of any equipment, fixed assets or Real Property (including any improvements thereon) to replace or repair such equipment, fixed assets or Real Property.

“CFC” means a “controlled foreign corporation” within the meaning  of Section 957 of the Code in which any Loan Party or direct or indirect owner of a Loan Party is a “United States shareholder” within the meaning of Section 951(b) of the Code.

“Change in Law” means the occurrence, after the Closing Date, of any of the following: (i) the adoption or taking effect of any law, rule, regulation or treaty; (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority; or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (A) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (B) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means that:

(i)any Person or two or more Persons acting in concert (in each case, other than Corre or any Corre Affiliate), shall have acquired beneficial ownership, directly or indirectly, of Equity Interests of the Borrower Agent (or other securities convertible into such Equity Interests) representing 50% or more of the combined voting power of all Equity Interests of the Borrower Agent entitled (without regard to the occurrence of any contingency) to vote for the election of members of the Governing Body of the Borrower Agent,

-15-

(iv)Borrowers fail to own and control, directly or indirectly, 100% of the Equity Interests of each other Loan Party except where such failure is as a result of a transaction permitted under the Loan Documents,

(v)the sale of all or substantially all of the assets of the Borrower Agent and its Subsidiaries, taken as a whole, or

(vi)a change in control or similar event with respect to any Loan Party, as defined or described under any indenture or agreement in respect of Material Indebtedness to which any Loan Party is a party, shall have occurred.

“Claims” has the meaning specified in Section 12.4(a).

“Closing Date” means February 11, 2022.

“Code” means the Internal Revenue Code of 1986, as in effect from time to time, and all regulations and guidelines promulgated thereunder.

“Collateral” means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by any Person in or upon which a Lien is granted by such Person in favor of the Agent or the Lenders under any of the Loan Documents as security for all or any of the Obligations.

“Collateral Access Agreements” means a landlord waiver, mortgagee waiver, bailee letter or similar acknowledgment of any lessor, warehouseman or processor in possession of any Collateral or on whose property any Collateral is located in form and substance satisfactory to the Agent.

“Collateralization” and “Collateralize” each means, (i) with respect to any Letter of Credit, the deposit by the Borrowers in a cash collateral account established and controlled by or on behalf of the Agent of an amount equal to 105% of the undrawn amount of such Letter of Credit or, if the Agent and the Letter of Credit Issuer shall agree in their reasonable discretion, the provision of other credit support, in each case, pursuant to documentation in form and satisfactory reasonably satisfactory to the Agent and the Letter of Credit Issuer, and (ii) with respect to any Bank Product Obligation, the deposit by the Borrowers in a cash collateral account established and controlled by or on behalf of the Agent of an amount equal to 105% of the amount of such Bank Product Obligation as reasonably determined by the Agent and the applicable Bank Product Provider to be sufficient to satisfy the estimated credit exposure with respect to such Bank Product Obligation at such time, pursuant to documentation in form and satisfactory reasonably satisfactory to the Agent and the applicable Bank Product Provider.

“Collateral to Debt Ratio” means, at any time, the ratio of the aggregate value of the Collateral in all Security Jurisdictions to the sum of the Aggregate Delayed Draw Term Loan Outstandings and Aggregate Revolving Credit Outstandings, such value with respect to the North American Collateral to be based on the financial information and documentation delivered by the Borrower Agent to the Agent together with the Borrowing Base Certificate and the value of the

-16-

European Collateral to be determined in good faith by the Borrower Agent based on its trial balance booking worksheet, as certified by the Borrower Agent to the Agent pursuant to Section 7.11(g), together with reasonable detail in support thereof.

“Collections” means all cash, funds, checks, notes, instruments, any other form of remittance tendered by account debtors in respect of payment of Receivables of the Loan Parties and any other payments received by the Loan Parties with respect to any Collateral.

“Commercial Tort Claims” means all commercial tort claims, and includes those commercial tort claims listed on Schedule 3.4(a).

“Commitments” means the Revolving Credit Commitments, the Delayed Draw Term Loan Commitments, the M&E Term Loan Commitments, the RE-I Term Loan Commitments, the RE-II Term Loan Commitments, or any combination thereof (as the context requires), and any other commitments that the Lenders may from time to time make to Borrowers pursuant hereto for the extension of any credit or other financial accommodation (but excluding any Bank Product Obligations).

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. Section 1 et seq.), as amended from time to time, and any successor statute, and all regulations and guidelines promulgated thereunder

“Compliance Certificate” has the meaning specified in Section 7.11(d).

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, and other technical, administrative or operational matters) that the Agent (in consultation with the Borrower Agent) decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Agent (in consultation with the Borrower Agent) decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Conforming Insolvency Financing” has the meaning specified in Section 10.12(a).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

-17-

“Consolidated Fixed Charge Coverage Ratio” means, for any period, with respect to the Borrower Agent and its Subsidiaries, on a consolidated basis in accordance with GAAP, as of the date of determination thereof, and without duplication of any items, the ratio of (i) EBITDA for such period, minus all Unfinanced Capital Expenditures actually paid or payablein cash during such period, to (ii) the sum of (A) all principal amounts of Indebtedness (excluding payments of Revolving Credit Loans, prepayments with respect to the 2017 Senior Convertible Notes and payments in connection with Refinancing Indebtedness) paid or payable during such period, plus (B) all Interest Expense paid or payable in cash (excluding paid-in-kind interest, debt finance costs and amortization of debt discounts) and all fees for the use of money or the availability of money, including commitment, facility and like fees and charges upon Indebtedness (including Indebtedness to the Agent or the Lenders) paid or payable during such period, plus (C) without limitation of the restrictions specified in Section 8.9, all dividends, redemptions, repurchases or other distributions paid or payable in cash during such period (other than to the extent made to another Loan Party), plus (D) all cash Tax Expense paid or payable on income (net cash Tax refunds actually received) during such period, plus (E) all amounts paid or payable on account of Capital Leases during such period (provided that the Paydown Fee (as defined in the Term Loan Agreement as in effect on the Amendment No. 5 Effective Date) shall be excluded from the determination of this clause (ii)).

“Consolidated Funded Indebtedness” means, as of any date of determination, for the Borrower Agent and its Subsidiaries on a consolidated basis, the sum of

(i)the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, other than amounts owed pursuant to insurance premium financings,

(ii)all purchase money Indebtedness,

(iii)all direct obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, other than amounts in respect of the 1970 Group SIRFA,

(iv)all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business),

(v)Capitalized Lease Obligations,

(vi)all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Termination Date in respect of any Equity Interests of such Person or any other Person or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;

-18-

(vii)without duplication, all guarantees with respect to outstanding Indebtedness of the types specified in clauses (i) through (vi) above of Persons other than the Borrower Agent or any Subsidiary, and

(viii)all Indebtedness of the types referred to in clauses (i) through (vii) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower Agent or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower Agent or such Subsidiary.

“Contingent Obligation” means any direct, indirect, contingent or non-contingent guaranty or obligation for the Indebtedness of another Person, except endorsements in the ordinary course of business.

“Contribution Notice” means a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions Act 2004 (UK).

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Control Agreement” shall mean, with respect to any deposit account, securities account or commodity account maintained in (i) the United States, an agreement, in form and substance reasonably satisfactory to the Agent and the Loan Party maintaining such account, among the Agent, the financial institution at which such account is maintained and the Loan Party maintaining such account, effective to grant “control” (within the meaning of Articles 8 and 9 under the applicable UCC) over such account to the Agent or (ii) any Security Jurisdiction other than the United States, either (a) an agreement, in form and substance reasonably satisfactory to the Agent and the Loan Party maintaining such account, among the Agent, the financial institution at which such account is maintained and the Loan Party maintaining such account, effective to perfect or evidence a Lien of the Agent on, or control of, such account and the property held therein or (b) a notice to the applicable financial institution of a Lien in underlying property or other equivalent notice under applicable foreign (or non-United States) law and, if required by such law to perfect, or give notice to the applicable financial institution of, a Lien in underlying property in accordance with, and enforceable under, such law, an acknowledgment by such financial institution with respect to such Lien.

“Copyright Security Agreement” means a copyright security agreement, in form and substance reasonably satisfactory to the Agent, pursuant to which each Loan Party that has Copyrights shall grant a specific security interest as security for the Obligations, as amended, restated, supplemented or otherwise modified from time to time.

“Copyrights” means (i) any and all copyright rights in any works subject to the copyright laws of the United States, Canada, England and Wales or the Netherlands or any other country or group of countries, whether as author, assignee, transferee or otherwise, (ii) all registrations and

-19-

applications for registration of any such copyright in the United States, Canada, England and Wales or the Netherlands or any other country or group of countries, including registrations, supplemental registrations and pending applications for registration in the United States Copyright Office and the right to obtain all renewals thereof, including those listed on Schedule 6.1(w); (iii) all claims for, and rights to sue for, past or future infringements of any of the foregoing; and (iv) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments for past or future infringement thereof.

“Corre” means Corre Partners Management, LLC.

“Corre Affiliate” means Corre or any of its Affiliates, including Corre Credit Fund, LLC, Corre Opportunities Qualified Master Fund, LP, Corre Horizon Fund, LP, Corre Horizon II Fund, LP.

“Covered Entity” means any of the following:  (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning specified therefor in Section 12.32.

“Debtor Relief Laws” means the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada), the debt and/or securities reorganization provisions of the Canada Business Corporations Act, the Business Corporations Act (Ontario), the UK Companies Act 2006 (insofar as it relates to a scheme of arrangement), the Insolvency Act 1986 (UK), the Enterprise Act 2002 (UK), the UK Corporate Insolvency and Governance Act 2020, the Dutch Bankruptcy Code (Faillissementswet) and all other liquidation, conservatorship, receivership, insolvency, reorganization or similar debtor relief laws of the United States or other any other comparable and applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any of the events specified in Section 10.1, which, with the giving of notice or lapse of time, or both, or the satisfaction of any other condition, would constitute an Event of Default.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” any Lender that (i) has failed to perform any funding obligations hereunder, including in respect of the making of Loans, the settlement of any Swingline Loans, Protective Advances or Overadvances, or the funding of any risk participations in Letters of Credit and such failure is not cured within three (3) Business Days; (ii) has notified the Agent, any other Lender or any Loan Party that such Lender does not intend to comply with its funding obligations hereunder or has made a public statement to the effect that it does not intend to

-20-

comply with its funding obligations hereunder or under any other credit facility; (iii) has failed, within three (3) Business Days following request by the Agent or the Borrower Agent, to confirm in a manner satisfactory to the Agent or the Borrower Agent that such Lender will comply with its funding obligations hereunder; (iv) has become the subject of a Bail-In Action; or (v) has, or has a direct or indirect parent company that has, become the subject of an Insolvency Event or taken any action in furtherance thereof; provided that a Lender shall not be a Defaulting Lender solely by virtue of a Governmental Authority’s ownership of an equity interest in such Lender or parent company. Any determination by the Agent that a Lender is a Defaulting Lender shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Borrower Agent, the Letter of Credit Issuer, the Swingline Lender and each Lender.

“Delayed Draw Adjustment Date” means each date on which the applicable Compliance Certificate is delivered pursuant to Section 7.11(d).

“Delayed Draw Availability Period” means the period beginning on the Closing Date and ending on the Amendment No. 3 Effective Date.

“Delayed Draw Default Rate” means, when used with respect to the Delayed Draw Obligations, an interest rate equal to (i) the interest rate (including any applicable marginthe Delayed Draw Term Loan Applicable Margin) otherwise applicable to Delayed Draw Term Loans (giving effect to Section 4.1(a)) plus (ii) twothree percent (2.003.00%) per annum, to the fullest extent permitted by applicable laws.

“Delayed Draw Event of Default” means (i) an Event of Default under Section 10.1(a) with respect to the Delayed Draw Term Loans, and (ii) an Event of Default under Section 10.1(a) with respect to the Obligations (other than the Delayed Draw Obligations) as a result of failure of the Borrowers to pay all such Obligations then due and owing due on the Termination Date.

“Delayed Draw Extension Conditions” means, in relation to any determination thereof under the Delayed Draw Term Loan Facility at any time, the requirements that:

(i)the Aggregate Delayed Draw Term Loan Outstandings at such time shall not exceed the Aggregate Delayed Draw Term Loan Commitment at such time;

(ii)the aggregate Outstanding Amount of the Delayed Draw Term Loans of any Delayed Draw Term Lender shall not exceed such Delayed Draw Term Lender’s Delayed Draw Term Loan Commitment;

(iii)no more than four (4) Borrowings of Delayed Draw Term Loans (giving effect to the proposed Borrowing of Delayed Draw Term Loans) shall have been made in the immediately preceding twelve (12) month period;

(iv)the applicable proposed Borrowing of Delayed Draw Term Loans shall be in a principal amount of at least $5,000,000; and

-21-

(v)the Collateral to Debt Ratio at such time shall not be less than 130% and the applicable proposed Borrowing of Delayed Draw Term Loans shall not cause the Collateral to Debt Ratio to be less than one hundred and thirty percent (130%).

“Delayed Draw Obligations” means and includes all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party or any Subsidiary arising under any Loan Document with respect to the Delayed Draw Term Loan Commitments or any Delayed Draw Term Loan (and including any Delayed Draw Prepayment Premium), in each case, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising, and including interest and fees, expense reimbursement, indemnities and other charges that accrue on or after an Insolvency Event, whether or not such interest and fees, expense reimbursement, indemnities and other charges are allowed or allowable following such Insolvency Event. Without limiting the generality of the foregoing, the Delayed Draw Obligations include the obligation (including guarantee obligations) to pay principal, interest, Lender Group Expenses and other expenses, charges, fees, indemnities, and other amounts payable by (or chargeable to) any Loan Party or any of its Subsidiary that are payable to (or may be charged by) any Delayed Draw Secured Party under the Loan Documents (including, in each case, any such amounts accruing on or after an Insolvency Event, whether or not such amounts are allowed or allowable following such Insolvency Event). For the avoidance of doubt, the Delayed Draw Obligations shall not include any Excluded Swap Obligations.

“Delayed Draw Prepayment Premium” means, in connection with any Delayed Draw Prepayment Premium Trigger Event, (i) if such Delayed Draw Prepayment Premium Trigger Event occurs after the Amendment No. 35 Effective Date but on or prior to August 11, 2024, oneSeptember 30, 2025, two percent (1.002.00%) of the aggregate amount of the Delayed Draw Term Loans paid or prepaid (or required to be paid or prepaid) in connection with such Delayed Draw Prepayment Premium Trigger Event, (ii) if such Delayed Draw Prepayment Premium Trigger Event occurs after August 11, 2024September 30, 2025 but on or prior to August 11, 2025September 30, 2026, one percent (1.00%) of the aggregate amount of the Delayed Draw Term Loans paid or prepaid (or required to be paid or prepaid) in connection with such Delayed Draw Prepayment Premium Trigger Event, (iii) if such Delayed Draw Prepayment Premium Trigger Event occurs after the September 30, 2026 but on or prior to September 30, 2027, one half of one percent (0.50%) of the aggregate amount of the Delayed Draw Term Loans paid or prepaid (or required to be paid or prepaid) in connection with such Delayed Draw Prepayment Premium Trigger Event, and (iiiiv) thereafter, zero percent (0%).

“Delayed Draw Prepayment Premium Trigger Event” means the occurrence of any of the following:

(i)any prepayment of all or any portion of the Delayed Draw Term Loans for any reason (including, without limitation, any voluntary prepayment, mandatory prepayment or refinancing thereof), whether before or after (A) the occurrence of any Event of Default or (B) the occurrence of any Insolvency Event;, other than any prepayment of all of the Delayed Draw Term Loans in connection with any refinancing

-22-

thereof, so long as each Delayed Draw Term Lender is provided the opportunity to participate in such refinancing, (x) in an amount equal to at least the outstanding principal amount of its Delayed Draw Term Loans immediately prior to any such refinancing, and (y) on terms that are substantially the same as, or no less favorable than, the final terms agreed with other lenders with respect to such refinancing;

(ii)the acceleration of the Delayed Draw Term Loans for any reason, including, acceleration in accordance with Section 10.2, and including as a result of the occurrence of an Insolvency Event;

(iii)the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of the Delayed Draw Term Loans in any proceeding under any Debtor Relief Law or the making of a distribution of any kind in any proceeding under any Debtor Relief Law to the Agent, for the account of the Delayed Draw Term Lenders in full or partial satisfaction of the Delayed Draw Term Loans;

(iv)the occurrence of any Change of Control, except for any Change of Control transaction that results in Corre Affiliates maintaining (A) beneficial ownership (inclusive of any rights to obtain such ownership through the exercise of warrants or the conversion rights of other securities) of not less than five percent (5%) of the Equity Interests of the Borrower Agent and/or (B) representation or the right to appoint at least one representative, on the Governing Body of the Borrower Agent; or

(v)the termination of this Agreement for any reason (other than in connection with a Change of Control transaction that satisfies the conditions set forth in the exception to clause (iv) above).

If any Delayed Draw Prepayment Premium Trigger Event described in the foregoing clauses (ii) through (v) occurs, then, solely for purposes of calculating the Delayed Draw Prepayment Premium due and payable in connection therewith, the entire amount of the Delayed Draw Term Loans shall be deemed to have been prepaid on the date on which such Delayed Draw Prepayment Premium Trigger Event occurs.

“Delayed Draw Pro Rata Share” means, in respect of the Delayed Draw Term Loan Facility, with respect to any Delayed Draw Term Lender at any time, a fraction (expressed as a percentage carried out to the ninth decimal place), the numerator of which is the aggregate amount of the outstanding Delayed Draw Term Loans and the unutilized Delayed Draw Term Loan Commitments of such Delayed Draw Term Lender and the denominator of which is the aggregate outstanding amount of the Delayed Draw Term Loans and the aggregate amount of the unutilized Delayed Draw Term Loan Commitments of all of the Delayed Draw Term Lenders; provided that, if the Delayed Draw Term Loan Commitments have terminated or expired, the “Delayed Draw Pro Rata Share” of each Delayed Draw Term Lender shall be determined based on the Delayed Draw Pro Rata Share of such Delayed Draw Term Lender immediately prior to such termination or expiration and after giving effect to any subsequent assignments. The initial Delayed Draw Pro Rata Share of such Delayed Draw Term Lender shall be as set forth opposite

-23-

such Delayed Draw Term Lender’s name on Annex A under the heading “Delayed Draw Pro Rata Share” or in the Assignment and Acceptance pursuant to which such Delayed Draw Term Lender becomes a party hereto, as applicable. The Delayed Draw Pro Rata Share of each Delayed Draw Term Lender shall be determined by the Agent in good faith and shall be conclusive absent manifest error.

“Delayed Draw Secured Parties” means, collectively, the Delayed Draw Term Lenders.

“Delayed Draw Standstill Period” means, with respect to any Delayed Draw Event of Default, the period commencing on the date of the Agent’s and the Borrower Agent’s receipt of written notice from the Required Delayed Draw Term Lenders that such Delayed Draw Event of Default has occurred and is continuing and that the Required Delayed Draw Term Lenders are requesting the Agent to commence the enforcement of remedies, and ending on the date which is two hundred and ten (210) days after receipt of such notice with respect to such Delayed Draw Event of Default.

“Delayed Draw Term Lenders” means the Lenders holdings Delayed Draw Term Loan Commitments and/or Delayed Draw Term Loans.

“Delayed Draw Term Loan Applicable Margin” means, with respect to Delayed Draw Term Loans, the applicable percentages per annum set forth in the pricing grid below, as determined by reference to EBTIDA as set forth in the most recent Compliance Certificate received by the Agent pursuant to Section 7.11(d):

Level			Performance Metrics			SOFR Loans			Base Rate Loans
I			EBITDA greater than or equal to $65,000,000			8.50%			7.50%
II			EBITDA less than $65,000,000 but greater than or equal to $60,000,000			9.00%			8.00%
III			EBITDA less than $60,000,000 but greater than or equal to $50,000,000			9.50%			8.50%
IV			EBITDA less than $50,000,000			10.00%			9.00%

From the Amendment No. 5 Effective Date until the first Delayed Draw Adjustment Date thereafter, the Delayed Draw Term Loan Applicable Margin shall be determined as if Level IV of the pricing grid set forth above were applicable. The Delayed Draw Term Loan Applicable Margin shall be determined on each Delayed Draw Adjustment Date based on the then most recent Compliance Certificate delivered to the Agent in accordance with Section 7.11(d), and shall remain at the applicable Level of the pricing grid set forth above determined as of such Delayed Draw Adjustment Date until the next Delayed Draw Adjustment Date; provided that if

-24-

(X) (i) the Borrower Agent shall have failed to deliver such Compliance Certificate when so required or (ii) any Event of Default shall have occurred, then the Delayed Draw Term Loan Applicable Margin shall immediately be set at Level IV of the pricing grid set forth above until the next Delayed Draw Adjustment Date, or (Y) any amendment, modification, waiver or consent to any provision of this Agreement has occurred that in any way modifies the definition of “EBITDA” in a manner adverse to the interests of the Lenders, and such amendment, modification, waiver or consent is not approved by the Required Delayed Draw Term Lenders, then, for purposes of determining the Delayed Draw Term Loan Applicable Margin,  EBITDA shall, at all times thereafter, be determined in accordance with the definition of “EBITDA” as in effect immediately prior to the adoption of such amendment, modification, waiver or consent. For purposes of any interest rate determinations for any applicable period prior to the Amendment No. 5 Effective Date, the Delayed Draw Term Loan Applicable Margin shall be determined in accordance with this Agreement as in effect immediately prior to the effectiveness of Amendment No. 5. Notwithstanding anything to the contrary contained in this definition, the determination of the Delayed Draw Term Loan Applicable Margin for any period shall be subject to the provisions of Section 4.7.

“Delayed Draw Term Loan Commitment” means the commitment of each applicable Lender to make Delayed Draw Term Loans, subject to the terms and conditions set forth herein, up to the maximum amount specified for such Lender on Annex A under the heading “Delayed Draw Term Loan Commitment”, as it may change from time to time pursuant to Section 2.2(a)(iv) or Section 12.7.

“Delayed Draw Term Loan Facility” means the delayed draw term loan facility provided in this Agreement for the making of Delayed Draw Term Loans in an aggregate amount equal to $35,000,000.

“Delayed Draw Term Loan Funding Date” means, with respect to any Delayed Draw Term Loan, the date specified by the Borrower Agent in the applicable Notice of Borrowing as the date requested for the funding of such Delayed Draw Term Loan.

“Delayed Draw Term Loans” has the meaning specified in Section 2.2(a). As of the Amendment No. 3 Effective Date, the amount of the Delayed Draw Term Loans held by each Delayed Draw Term Loan Lender is specified for such Lender on Annex A under the heading “Delayed Draw Term Loans”.

“Delayed Draw Term Loan Note” and “Delayed Draw Term Loan Notes” have the respective meanings specified in Section 2.2(b).

“Delayed Draw Term Loan Payment Conditions” shall mean, at the time of determination with respect to any applicable payment or prepayment of the principal, interest or fees in respect of the Delayed Draw Term Loans, the requirements that:

(i)no Default or Event of Default then exists or would arise as a result of the consummation of such payment or prepayment;

-25-

(ii)Excess Availability (x) at all times during the thirty (30) consecutive days immediately preceding the date of such proposed payment or prepayment, calculated on a pro forma basis as if such payment or prepayment was made, and (y) immediately after giving effect to such proposed payment or prepayment, in each case, is not less than $5,000,000;

(iii)such payment or prepayment is made no later than three (3) Business Days after the Agent’s receipt of an updated Borrowing Base Certificate; and

(iv)other than with respect to amounts due on the Termination Date, the amount of any principal to be paid or prepaid has been outstanding for at least one hundred and twenty (120) days.

“Designated Jurisdiction” means a country or territory that is the target of broad, country-wide or territory-wide Sanctions, which countries and territories, as of the Amendment No. 3 Effective Date, are Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea region of Ukraine.

“Dilution” means, as of any date of determination, an amount, expressed as a percentage, equal to (a) the Dollar amount of non-cash reductions to the Borrowing Base Companies’ Receivables, including bad debt write-downs, discounts, volume rebates, credits, or other dilutive items during the most recently ended period of twelve (12) fiscal months, divided by (b) Borrowing Base Companies’ xxxxxxxx with respect to Receivables during such period.

“Dilution Reserve” means, as of any date of determination, a reserve for Dilution equal to (a) with respect Investment Grade Receivables, applicable Dilution and (b), with respect to Eligible Receivables that are not Investment Grade Receivables, applicable Dilution in excess of fivetwo and a half percent (5.002.50%).

“Disqualified Equity Interests” means (i) any Equity Interests issued by any Subsidiary of the Borrowers and (ii) any Equity Interests issued by the Borrowers that, by their terms (or by the terms of any security or other Equity Interests into which they are convertible or for which they are exchangeable), or upon the happening of any event or condition (i) mature automatically or are mandatorily redeemable (other than solely for Equity Interests issued by the Borrower Agent (and not by one or more of its Subsidiaries) that are not Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (ii) are redeemable at the option of the holder thereof (other than solely for Equity Interests issued by the Borrower Agent (and not by one or more of its Subsidiaries) that are not Disqualified Equity Interests), in whole or in part, (iii) provide for the scheduled payments of dividends in cash that are payable without further action or decision of the Borrower Agent, or (iv) are or become convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is one hundred twenty (120) days after the Termination Date.

-26-

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any other currency, the equivalent amount thereof in Dollars as determined by the Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such other currency.

“Dollars” and the sign “$” means freely transferable lawful currency of the United States of America.

“Domestic Subsidiary” means any direct or indirect subsidiary of a Loan Party that is organized under the laws of the United States, any State thereof or the District of Columbia.

“Dutch Collateral” means all assets of the Dutch Loan Parties constituting Collateral under the Security Documents.

“Dutch Deed of Change of Ranking” means the Dutch law governed deed of change of ranking among the Agent, the Loan Parties a party to the Dutch Security Agreement under clause (ii) of the definition of Dutch Security Agreements and the Term Loan Agent.

“Dutch Guarantor” means any Guarantor organized under Dutch law.

“Dutch Loan Party” means any Loan Party organized under Dutch law.

“Dutch Security Agreements” means each of the following Dutch law governed security agreements among the Agent as pledgee and the Loan Parties party thereto as pledgors:

(i)the senior ranking security agreement among the Agent as pledgee and the Loan Parties party thereto as pledgors in relation to the ABL Priority Collateral; and

(ii)the junior ranking security agreement among the Agent as pledgee and the Loan Parties party thereto as pledgors in relation to the Term Loan Priority Collateral.

“Dutch Security Documents” means each of the Dutch Security Agreements, each of the Dutch Share Pledges, the Dutch Deed of Change of Ranking and each other agreement, document or instrument executed by any Loan Party governed by Dutch law which provides for a Lien in favor of the Agent as security for any of the Obligations.

“Dutch Share Pledges” means each of the following Dutch law governed notarial deed of junior ranking pledge of shares:

(i)a deed of pledge of shares among the Agent as pledgee, Team Industrial Services Europe B.V. as pledgor and Team Industrial Services Netherlands B.V. as company;

(vii)a deed of pledge of shares among the Agent as pledgee, Team Industrial Services Europe B.V. as pledgor and Threshold Inspection & Application Training Europe B.V. as company;

-27-

(viii)a deed of pledge of shares among the Agent as pledgee, Team Industrial Services Europe B.V. as pledgor and Quality Inspection Services B.V. as company;

(ix)a deed of pledge of shares among the Agent as pledgee, Team Industrial Services Europe B.V. as pledgor and Team Valve Repair Services B.V. as company;

(x)a deed of pledge of shares among the Agent as pledgee, Team Industrial Services Netherlands B.V. as pledgor and Teaminc Europe B.V. as company;

(xi)a deed of pledge of shares among the Agent as pledgee, Team Industrial Services Europe B.V. as pledgor and Furmanite B.V. as company;

(xii)a deed of pledge of shares among the Agent as pledgee, Team Industrial Services International, Inc. as pledgor and Team Industrial Services Europe B.V. as company; and

(xiii)a deed of pledge of shares among the Agent as pledgee, Team Industrial Services Europe B.V. as pledgor and Furmanite Holding B.V. as company.

“Eclipse Affiliates” means Eclipse Business Capital LLC, Eclipse Business Capital SPV, LLC and any of their Affiliates.

“EBITDA” means, for any period, with respect to the Borrower Agent and its Subsidiaries on a consolidated basis in accordance with GAAP, Net Income for such period (i) plus in each case, to the extent deducted in determining Net Income for such period:

(a)the amount of depreciation and amortization of fixed and intangible assets during such period, plus

(a)all Interest Expense and all fees for the use of money or the availability of money, including commitment, facility and like fees and charges upon Indebtedness (including Indebtedness to the Agent or Lenders) paid or payable during such period, without duplication, plus

(b)net Tax Expense paid or accrued during such period, without duplication, plus

(c)the amount of all stock basednon-cash share-based compensation during such period, plus

(d)the amount of all unusual orextraordinary, non-recurring charges or expenses during such period (not to exceed, in the aggregate with clause (i)(l) below, $8,000,000 for any such period)including any charges or expenses associated with the repayment of Covid-19 subsidies administered by any Dutch Governmental Authority, plus

-28-

(e)the amount of out-of-pocket expenses incurred during such period and prior to or sixty (60) days after the Amendment No. 35 Effective Date in connection with this Agreement, the Loan Documents, and the Term Loan Documents and the redemption or repayment of the 2017 Senior Convertible Notes in an aggregate amount not to exceed $7,000,000, plus

(f)financing fees, financial and other advisory fees, accounting fees, legal fees (and similar advisory and consulting fees), and related costs and expenses incurred during such period by the Borrower Agent or any Subsidiary in connection with asset sales permitted by Section 8.5 or otherwise consented to by the Required Lenders (whether or not consummated) (not to exceed with respect to any such transaction, $2,500,000), plus

(g)any loss in connection with any disposition of assets during such period, plus

(h)non-cash negative adjustmentslosses incurred during such period for currency exchanges in accordance with GAAP, plus

(i)non-cash losses from foreign exchange conversions and mark-to-market adjustments due to foreign exchangecurrency remeasurement and/or hedge agreements (or other derivatives) during such period, plus

(j)the aggregate amount of all non-cash charges, expenses, fees or losses during such period, plus

(l) business optimization expenses and other restructuring charges or reserves (i) not to exceed, in the aggregate with clause (i)(e) above, $8,000,000 for any such period (excluding expenses, charges or reserves incurred pursuant to clause (ii)) and (ii) for any such period ending on or prior to December 31, 2023, unlimited one-time cash expenses, charges or reserves in connection with implementation of the Approved Plan; provided, however, that no addback that would otherwise be included in this clause (ii) shall be included for determining EBITDA in connection with any calculation of the Consolidated Fixed Charge Coverage Ratio unless the Agent shall have approved in writing such addback;

(a)non-recurring business optimization expenses and other non-recurring restructuring charges or reserves, in each case, consisting of severance, lease term charges, and other similar non-recurring expenses, as certified by a Responsible Officer; plus

(b)legal fees and other expenses incurred related to litigation and reserves established for non-routine matters;

(ii) less in each case, to the extent included in determining Net Income for such period:

-29-

(a)the amount of all non-recurring gains during such period, less

(k)any gain in connection with any disposition of assets, less

(l)non-cash positive adjustmentsgains incurred during such period for currency exchanges in accordance with GAAP, less

(m)non-cash gains from foreign exchange conversions and mark-to-market adjustments due to foreign exchangecurrency remeasurement and/or hedge agreements (or other derivatives), less

(n)the aggregate amount of all non-cash gains during such period., less

(c)gains due to adjustments in legal reserves and other legal costs related to non-routine matters.

“EEA Financial Institution” means (i) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (ii) any entity established in an EEA Member Country which is a parent of an institution described in clause (i) of this definition, or (iii) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (i) or (ii) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means (i) a Lender or any Affiliate thereof; (ii) an Approved Fund, (iii) a bank, insurance company, company, or other financial institution or fund, which is engaged in making, purchasing or investing in loans, which Person is approved by the Agent; provided that (A) none of any owner of Equity Interests of a Loan Party, any Loan Party or any of their respective Affiliates shall qualify as an Eligible Assignee (except, with respect to Corre or any Corre Affiliate (and their respective Affiliates), as contemplated and permitted by clause (C) below), (B) neither a natural person nor a Defaulting Lender shall qualify as an Eligible Assignee, (C) other than with respect to the Delayed Draw Term Loan Commitments or Delayed Draw Term Loans, none of Corre, any Corre Affiliate or any of their respective Affiliates shall qualify as an Eligible Assignee, (D) nothing herein shall restrict or require the consent of any Person to the pledge by any Lender of all or any portion of its rights and interests under this Agreement, its Notes or any other Loan Document to any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board or U.S. Treasury Regulation 31 CFR 203.14, and such Federal Reserve Bank may enforce such pledge in any manner permitted by applicable law, and (E) other than with respect to the Delayed Draw Term Loan Facility, no holder of Term Loan Obligations shall qualify as an Eligible Assignee.

-30-

“Eligible Investment Grade Receivables” means those Investment Grade Receivables that are Eligible Receivables.

“Eligible Non-Investment Grade Receivables” means those Non-Investment Grade Receivables that are Eligible Receivables.

“Eligible Inventory” means Inventory of a U.S. Borrowing Base Company, that complies with each of the representations and warranties respecting Eligible Inventory made in the Loan Documents, and that is not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided that such criteria may be revised from time to time by the Agent in the Agent’s Permitted Discretion to address the results of any information with respect to U.S. Borrowing Base Companies’ business or assets of which the Agent becomes aware after the Closing Date, including any field examination or appraisal performed or received by the Agent from time to time after the Closing Date. Without limitation of the foregoing, no item of Inventory shall be Eligible Inventory:

(i)unless (A) the Agent has a perfected first priority Lien thereon and (B) such Inventory is otherwise free and clear of any Lien in favor of any Person other than Permitted Liens;

(ii)if such Inventory is not in the control or possession of such U.S. Borrowing Base Company and is covered by a warehouse receipt, a bill of lading or other document of title, unless such warehouse receipt, bill of lading or other document of title covering such Inventory is issued in the name of or is otherwise endorsed to and held by the Agent;

(iii)if such Inventory is located on real property leased by a U.S. Borrowing Base Company or in a contract warehouse or with a bailee, in each case, unless either (A) it is subject to a Collateral Access Agreement executed by the lessor or warehouseman, as the case may be; provided, however, that the U.S. Borrowing Base Companies shall have a period of ninety (90) days subsequent to the Closing Date (or such longer period as approved by the Agent) during which to obtain Collateral Access Agreements for their leased or third party warehouse locations and Inventory at such leased or warehouse locations which would otherwise be “Eligible Inventory” but for the application of the requirements set forth in this clause (iii) shall be deemed to be “Eligible Inventory” during such period (it being understood and agreed that rent reserves maintained with respect to any such location under the U.S. Borrowing Base Companies’ asset-based credit facility immediately prior to the Closing Date shall be instituted as Reserves hereunder on and after the Closing Date until a Collateral Access Agreement is obtained with respect to the such location or such Reserves are otherwise released by the Agent), or (B) the Agent has established a Rent and Charges Reserve with respect to such location, and in each case such Inventory is segregated or otherwise separately identifiable from goods of others, if any, stored on the premises;

(iv)if such Inventory is not located at one of the locations in the United States set forth on Schedule 1.1(a) (as such Schedule 1.1(a) may be amended from time to time

-31-

with the prior written notice to the Agent) (or in-transit from one such location to another such location);

(v)if such Inventory is consigned to or from a U.S Borrowing Base Company;

(vi)if such Inventory is not owned solely by a U.S. Borrowing Base Company or such U.S. Borrowing Base Company does not have sole and good, valid and marketable title thereto;

(vii)if such Inventory is packing or shipping materials;

(viii)if such Inventory (A) is excess (as so determined by a U.S. Borrowing Base Company from time to time or as otherwise determined by the Agent, in its Permitted Discretion), (B) is obsolete, defective, damaged, slow moving or unmerchantable, (C) consists of samples or inventory on hand which is used for promotional and other sales activities, or (D) consists of “seconds” or goods returned or rejected by a U.S. Borrowing Base Company’s customers;

(ix)if such Inventory is repossessed, attached, seized, made subject to a writ or distress warrant, levied upon or brought within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors;

(x)if such Inventory does not conform in all material respects to all requirements of law pertaining to its manufacture;

(xi)if such Inventory consists of waste or Hazardous Materials;

(xii)unless such Inventory is covered by casualty insurance in accordance with Section 7.6;

(xiii)if such Inventory is subject to any licensing or similar contractual arrangement limiting its sale;

(xiv)if such Inventory contains or bears any intellectual property rights, unless the Agent is satisfied that the Agent may sell or otherwise dispose of such Inventory without (A) infringing the rights of such licensor, (B) violating any contract with such licensor, or (C) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current licensing agreement;

(xv)if and to the extent that the general ledger amount of such Inventory exceeds the perpetual inventory amount thereof;

(xvi)if the Agent, in its Permitted Discretion, has deemed such Inventory to not be Eligible Inventory; or

-32-

(xvii)if such Inventory was acquired in connection with a Permitted Investment, or such Inventory is owned by a Person that is joined to this Agreement as a U.S. Borrowing Base Company pursuant to the provisions of this Agreement, until the completion of an Acceptable Appraisal of such Inventory, the results of which shall be satisfactory to the Agent in its Permitted Discretion and the completion of a field examination with respect to such Inventory that is satisfactory to the Agent in its Permitted Discretion.

For avoidance of doubt, any Inventory that is not, or otherwise ceases to be, Eligible Inventory at any time, nevertheless shall be at all times part of the Collateral.

“Eligible Receivables” means those Receivables created by a Borrowing Base Company in the ordinary course of its business, that arise out of such Borrowing Base Company’s sale of goods or rendition of services, that comply with each of the representations and warranties respecting Eligible Receivables made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided that such criteria may be revised from time to time by the Agent in the Agent’s Permitted Discretion to address the results of any information with respect to Borrowing Base Companies’ business or assets of which Agent becomes aware after the Closing Date, including any field examination performed by (or on behalf of) Agent from time to time after the Closing Date. Without limitation of the foregoing, no Receivable shall be an Eligible Receivable:

(i)unless such Receivable constitutes the legal, valid and binding obligation of the account debtor, enforceable in accordance with its terms;

(xviii)if the account debtor is, or is controlled by, an Affiliate or owner of any Loan Party, or an employee, officer or director of any Loan Party or any Affiliate or owner of any Loan Party;

(xix)if the amount payable in respect of such Receivable is the subject of renegotiation or redating;

(xx)unless (A) the Agent has a perfected first priority Lien thereon and (B) such Receivable is otherwise free and clear of any Lien in favor of any Person other than Permitted Liens;

(xxi)if (A) the goods giving rise to such Receivable have not been shipped and billed to the account debtor or (B) the services giving rise to such Receivable have not been performed and billed to the account debtor;

(xxii)if (A) such Receivable (other than any Specified Receivable) is more than ninety (90) days past the date of the original invoice therefor or more than sixty (60) days past its due date for payment, whichever is the shorter period (provided, however, that an aggregate amount of Receivables, not to exceed $15,000,000 as of any date of determination, shall not be rendered ineligible solely pursuant to this clause (vi) due(A) for being more than ninety (90) days past the date of the original invoice therefor, so long

-33-

as such AccountsReceivables are not more than one hundred and twenty (120) days past the date of the original invoice therefor) or (B) such Receivable is a Specified Receivable and is more than one hundred and fifty (150) days past the date of the original invoice therefor;

(xxiii)if a Borrowing Base Company’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition whatsoever, including any “sale on approval,” “sale or return,” “guaranteed sale” or sale on consignment, or a Borrowing Base Company’s right to receive payment is subject to any right of rescission, repurchase or reclamation;

(xxiv)if the sale arises from any “bill and hold” or other sale of goods which remain in a Borrowing Base Company’s possession or under such Borrowing Base Company’s control;

(xxv)if and to the extent the invoiced amount consists of or includes interest payments, late charges, finance charges or service charges owing to a Borrowing Base Company, but only to the extent of such payments or charges;

(xxvi)if the terms of sale are “cash on delivery” or “cash before delivery”;

(xxvii)if the account debtor or any Affiliate of the account debtor has disputed liability or has asserted a claim, right of setoff, chargeback, defense or counterclaim, discount, deduction, reserve, allowance, recoupment or has made any other claim with respect to any other Receivable due from such account debtor or Affiliate to a Borrowing Base Company, solely to the extent of the amount of such dispute or claim, or the amount of such actual or asserted right of setoff, defense, counterclaim, chargeback, discount, deduction, reserve, allowance, recoupment or other claim, as the case may be;

(xxviii)if the account debtor has suspended business or is liquidating, dissolving or winding up its affairs, or the account debtor is insolvent, or a Borrowing Base Company has received notice of an imminent Insolvency Event or a material impairment of the financial condition of the account debtor, or the account debtor or a material portion of such account debtor’s assets is the subject of an Insolvency Event, or the account debtor or any Affiliate of the account debtor has called a meeting of its creditors to obtain any general financial accommodation;

(xxix)if the account debtor is also a supplier to, or creditor of, a Borrowing Base Company, or is otherwise a “contra” account, whether in respect of contractual allowances with respect thereto, audit adjustments, anticipated discounts or otherwise, but only to the extent of the aggregate amount owed (or anticipated to be owed) by Borrowing Base Companies to the account debtor in respect thereto;

(xxx)if the sale or rendition of services is to an account debtor that either (A) does not maintain its chief executive office in an Acceptable Account Debtor Jurisdiction, (B) is not organized under an Acceptable Account Debtor Jurisdiction

-34-

thereof, or (C) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, unless (i) the Receivable is supported by an irrevocable letter of credit satisfactory to the Agent in its Permitted Discretion that has been delivered to the Agent and is directly drawable by the Agent, or (ii) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, satisfactory to the Agent in its Permitted Discretion, and on which Agent is named as “lenders loss payee”;

(xxxi)if fifty percent (50%) or more of the aggregate balance of the Receivables of any account debtor and its Affiliates owing to Borrowing Base Companies are deemed ineligible under clause (vi) above;

(xxxii)if the account debtor is (A) the United States of America or any department, agency or instrumentality thereof, unless a Borrowing Base Company assigns its right to payment under such Receivable to the Agent as collateral hereunder in full compliance with (including the filing of a written notice of the assignment and a copy of the assignment with, and receipt of acknowledgment thereof by, the appropriate contracting and disbursing offices pursuant to) the Assignment of Claims Act of 1940, as amended (U.S.C. § 3727; 41 U.S.C. § 15) or (B) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof; provided that this clause (xvi) shall not render any such account debtor’s Receivables ineligible so long as such account debtor is a Specified Utility Account Debtor;

(xxxiii)if when aggregated with all other Eligible Receivables owing by the same account debtor (including, for this purpose, Receivables owing by such account debtor’s Affiliates), such Receivable exceeds twenty-five percent (25%) of aggregate Eligible Receivables (for avoidance of doubt, only the amount of the Receivable in excess of twenty-five percent (25%) shall be excluded);

(xxxiv)if such Receivable is evidenced by a judgment or by an instrument or chattel paper;

(xxxv)if such Receivable represents a progress billing or retainage or if the obligation of the account debtor to pay is subject to a Borrowing Base Company’s completion of further performance or is subject to the equitable lien of any surety bond insurer, but only to the extent or amount of such limitation;

(xxxvi)if such Receivable is payable in any currency other an Acceptable Receivable Currency;

(xxxvii)if the account debtor is located in any State (or Province or Territory of Canada) that requires a creditor to file a business activity report or similar document, or to qualify to do business in such jurisdiction in order to bring suit in such

-35-

jurisdiction to recover on such Receivable unless the relevant Borrowing Base Company (A) had filed and has maintained effective a current notice of business activities or similar documents with the appropriate office or agency of the applicable jurisdictions or qualified to do business therein as applicable for the then-current year or if such failure to file and inability to seek judicial enforcement is capable of being remedied without any material delay or cost, or (B) was and has continued to be exempt from such filing and has provided Agent with satisfactory evidence thereof;

(xxxviii)if the Agent believes, in its Permitted Discretion, the collection of such Receivable to be insecure or to be doubtful by reason of the account debtor’s inability or unwillingness to pay;

(xxxix)if the Agent, in its Permitted Discretion, has deemed it to not be an Eligible Receivable; or

(xl)if such Receivable is owned by a target acquired in connection with a Permitted Investment, or is owned by a Person that is joined to this Agreement as a Borrowing Base Company pursuant to the provisions of this Agreement, and a field examination with respect to such Receivables, in each case, satisfactory to the Agent in its Permitted Discretion, has not been completed.

For avoidance of doubt, any Receivable that is not, or ceases to be, an Eligible Receivable, at any time, nevertheless shall be at all times part of the Collateral.

“Eligible Unbilled Receivables” means those Receivables of any Borrowing Base Company that would constitute an Eligible Receivable but for the fact that an invoice or bill has not been delivered with respect thereto for a period of not more than thirty (30) days after the month during which such Borrowing Base Company has performed the services giving rise to such unbilled Receivable, so long as such Receivable is properly recorded in such Borrowing Base Company’s accounting systems at all times.

“English Security Documents” means: (i) the English law governed debenture to be made between the UK Loan Parties as chargors and the Agent (the “English Debenture”); (ii) the English law governed share charge and subordinated debt assignment to be made between each Loan Party which is a holder of shares in a UK Loan Party (other than UK Loan Parties which are already party to the English Debenture as chargors) in favour of the Agent (the “English Share Charge”) and (iii) each other agreement, deed, instrument or document executed by any Loan Party governed by English law which provides for a Lien in favour of the Agent as security for any of the Obligations, in each case in form and substance satisfactory to the Agent.

“Entity” for each Loan Party (other than an individual), means its status, as applicable, as a corporation, limited liability company or limited partnership.

“Environment” means ambient air, indoor air, surface water (including potable waters, navigable waters and wetlands), groundwater, surface and subsurface strata, natural resources, wildlife, plant life, biota, and the work place or as otherwise defined in Environmental Laws.

-36-

“Environmental Action” means any summons, citation, notice of investigation or judicial or administrative proceeding, action, suit, abatement order or other order, judgment, decree or directive (conditional or otherwise) from any Governmental Authority, or any written notice of violation, complaint, claim, or other demand from any Person arising (i) pursuant to Environmental Laws, (ii) in connection with any actual or alleged violation of, or liability pursuant to, Environmental Laws, including any Permits issued pursuant to Environmental Laws, (iii) in connection with any Hazardous Materials, including the presence or Release of, or exposure to, any Hazardous Materials and any abatement, removal, remedial, corrective or other response action related to Hazardous Materials, or (iv) in connection with any actual or alleged damage, injury, threat or harm to health, safety or the Environment.

“Environmental Laws” means all federal, state, provincial and local statutes, laws (including common laws), rulings, regulations, ordinances, codes, legally binding and enforceable policies or guidelines or governmental, administrative or judicial directives, judgments, orders or interpretations of any of the foregoing now or hereafter in effect relating to pollution or protection of human health (to the extent relating to exposure to Hazardous Materials) or the Environment including laws and regulations relating to emissions, discharges, Releases or threatened Releases of Hazardous Materials, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of or exposure to any Hazardous Materials, in each case as amended from time to time.

“Environmental Liabilities” means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation, feasibility study, removal, remediation, assessment or post remediation monitoring or action), fines, penalties, sanctions, and interest incurred as a result of any Environmental Action.

“Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities.

“Equity Interests” means (i) in the case of a corporation, its capital stock, (ii) in the case of a limited liability company, its membership interests, and (iii) in the case of a limited partnership, its general and limited partnership interests, including in each case, all of the following rights relating to such Equity Interests, whether arising under the Governing Documents of the Entity issuing such Equity Interests or under any applicable law of such Entity’s jurisdiction of organization or formation: (x) all economic rights (including all rights to receive dividends and distributions) relating to such Equity Interests; (y) all voting rights and rights to consent to any particular actions by the applicable issuer; and (z) all management rights with respect to such issuer, but, in each case, excluding any debt security convertible into, or exchangeable for, Equity Interests.

“ERISA” means the Employee Retirement Income Security Act of 1974, 29 U.S.C. §§ 1000 et seq., amendments thereto, successor statutes, and regulations or guidelines promulgated thereunder.

-37-

“ERISA Affiliate” means any entity that, together with a Loan Party is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code, or under Section 4001(a)(14) of ERISA. Any former ERISA Affiliate of any Loan Party shall continue to be considered an ERISA Affiliate of such Loan Party for purposes of this definition with respect to the period such entity was an ERISA Affiliate of such Loan Party and with respect to liabilities arising after such period for which such Loan Party would be liable under the Code or ERISA.

“Erroneous Payment” has the meaning specified in Section 11.14.

“ERP Conversion” means the Borrower’s enterprise resource planning (ERP) system conversion to Microsoft D365.

“E-Signature” means the process of attaching to or logically associating with an Approved Electronic Communication an electronic symbol, encryption, digital signature or process (including the name or an abbreviation of the name of the party transmitting the Approved Electronic Communication) with the intent to sign, authenticate or accept such Approved Electronic Communication.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“European Collateral” means, collectively, the Dutch Collateral and the UK Collateral.

“Event of Default” means the occurrence of any of the events specified in Section 10.1.

“Excess Availability” means, as of any date, the amount (if any) as of such date by which (i) the Line Cap, exceeds (ii) the sum on such date of (A) the Aggregate Revolving Credit Outstandings, plus (B) the aggregate amount of fees and expenses which are due and payable by any Borrower under this Agreement but which have not been paid or charged to the Loan Account.

“Excess Cash Flow” means, with respect to the Borrower Agent and its Subsidiaries on a consolidated basis, for any four fiscal quarter period: (i) without duplication, the sum of (a) Net Income, (b) decreases or minus increases (as the case may be) in working capital, (c) the non-cash portion of unusual or infrequent or nonrecurring losses and less the non-cash portion of unusual or infrequent or nonrecurring gains, (d) non-cash depreciation, non-cash amortization and other non-cash charges; minus (ii) without duplication, the sum of: (a) permitted Capital Expenditures to the extent not financed with Consolidated Funded Indebtedness, (b) the aggregate amount of scheduled repayments and other permanent principal payments of Indebtedness during such period (but excluding, in any event, any prepayment made or required to be made pursuant to Section 2.5(b)(iii) of the Term Loan Agreement), (c) to the extent not taken into account in the calculation of Net Income, the principal amortization paid in cash during such period with respect to Capital Leases, as calculated by the Borrower Agent in good faith and (d) capitalized costs related to the ERP Conversion to the extent such costs are consistent, in all material respects, with the original cash forecast through March 31, 2025 delivered to the board of directors of the Borrower with respect to the ERP Conversion (it being

-38-

understood that any increase to such amount in excess of $1,000,000 in third party costs shall be deemed not to be consistent in all material respects with such forecast).

“Excluded Asset Disposition” means, any Asset Disposition pursuant to clause (a), (b), (c), (d) (unless constituting a Casualty Event), (e), (f), (h) or (i) of Section 8.5.

“Excluded Property” means:

(i)Voting Interests of any CFC (other than any Protected CFC) held by any Loan Party, except to the extent that such Voting Interests represent no more than sixty-five percent (65%) (or such higher percentage that would not cause an adverse tax impact pursuant to Code Section 245A and Treasury Regulation Section 1.956-1 to any Loan Party) of a first tier CFC (other than a Protected CFC);

(ii)any (x) rights or interest in any contract, lease, permit, license, franchise, charter, authorization or license agreement covering real or personal property of any Loan Party (including any governmental licenses or approvals and state or local franchises, charters and authorizations, to the extent a security interest in any such license, approval, franchises, charters, or authorizations are prohibited or restricted thereby) and (y) equipment owned by any Loan Party that is subject to a purchase money lien or a capital lease obligation if (but only to the extent that and only for so long as such purchase money Indebtedness or capital lease restricts the granting of a Lien therein to the Agent) the grant of a security interest therein would constitute a violation of a valid and enforceable restriction in favor of a third party if under the terms of such contract, lease, permit, license, franchise, charter, authorization or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, franchise, charter, authorization or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, franchise, charter, authorization or license agreement has not been obtained (provided that (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the UCC (or any successor provision or provisions) or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, franchise, charter, authorization or license agreement and (B) the foregoing exclusions of clauses (x) and (y) shall in no way be construed to limit, impair, or otherwise affect any of the Agent’s or any Lender’s continuing security interests in and liens upon any rights or interests of any Loan Party in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, franchise, charter, authorization, license agreement, or Equity Interests (including any Receivables or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, franchise, charter, authorization, license agreement, or Equity Interests);

-39-

(iii)any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications or registrations issued therefrom under applicable federal law; provided, that upon submission and acceptance by the United States Patent and Trademark Office of a statement of use or an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral;

(iv)all leasehold Real Property interests (other than in the United Kingdom if perfected by means of a floating charge);

(v)fee simple Real Property interests located outside of the United States (other than in the United Kingdom if perfected by means of a floating charge) having a fair market value (as determined in good faith by the Borrower) less than $1,000,000 on a per-property basis;

(vi)fee simple Real Property interests located inside the United States and listed on Schedule 1.1(e);

(vii)to the extent subject to certificates of title (or the local law equivalent), motor vehicles and other assets subject to certificates of title, or any rolling stock;

(viii)Restricted Accounts (other than Restricted Accounts of the type described in clauses (iv) and (vii) of such term);

(ix)any asset in circumstances where the cost of obtaining a security interest therein, including the cost of title insurance, surveys or flood insurance (if necessary) would be excessive in light of the practical benefit to the Lenders afforded thereby as determined by the Agent in its Permitted Discretion; and

(x)the last day of the term of any lease, sublease or agreement to sublease now held or subsequently acquired by any of the Loan Parties which is organized under the laws of Canada or any province or territory therein (it being understood and agreed that the Loan Parties shall stand possessed of such last day in trust for the assignment and disposal of it as the Agent may direct);

provided that Excluded Property shall not include any proceeds of Excluded Property unless such proceeds otherwise constitute Excluded Property.

“Excluded Swap Obligation” means any obligation of any Loan Party to pay or perform under any Swap Obligation if, and to the extent that, all or a portion of the guaranty of such Loan Party (including by virtue of the joint and several liability provisions of Section 12.11) of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of the Loan Party’s failure for any reason to constitute an

-40-

“eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time such guaranty or the grant of such security interest becomes effective with respect to such Swap Obligation (after giving effect to Section 12.30). If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guaranty or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (A) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (B) that are Other Connection Taxes, (ii) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (A) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower Agent under Section 2.11) or (B) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 4.11, amounts with respect to such Taxes were payable either to such Xxxxxx’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (iii) Taxes attributable to such Recipient’s failure to comply with Section 4.11(g) or with Section 4.11(h), (iv) any U.S. federal withholding Taxes imposed under FATCA and (v) Taxes imposed under the laws of the Netherlands to the extent such Tax becomes payable as a result of a Recipient having a substantial interest (aanmerkelijk belang) in a Loan Party as laid down in the Netherlands Income Tax Act 2001 (Wet inkomstenbelasting 2001).

“Facility” means the Revolving Credit Facility, the Delayed Draw Term Loan Facility, the M&E Term Loan Facility, the RE-I Term Loan Facility or the RE-II Term Loan Facility, as the context may require. The term “Facilities” shall mean the Revolving Credit Facility, the Delayed Draw Term Loan Facility, the M&E Term Loan Facility, the RE-I Term Loan Facility and the RE-II Term Loan Facility, collectively.

“FATCA” mean Sections 1471 and 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, and any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the foregoing and any law or regulation adopted pursuant to any such intergovernmental agreement.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal to, for each day during such period, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions

-41-

received by the Agent from three Federal funds brokers of recognized standing selected by it (and, if any such rate is below zero, then the rate determined pursuant to this definition shall be deemed to be zero).

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States or any Person succeeding to the functions thereof.

“Fee Letter” means the fee letter, dated as of the Closing Date, between the Borrower Agent and the Agent.

“Financial Statements” means, with respect to the Borrower Agent and its Subsidiaries, the consolidated balance sheets, consolidated profit and loss statements and statements of cash flow of the Borrower Agent and its Subsidiaries for the period specified, prepared in accordance with GAAP and consistent with prior practices.

“Financial Support Directions” means a financial support direction issued by the Pensions Regulator under section 43 of the Pensions Act 2004.

“Floor” means (i) with respect to Delayed Draw Term Loans, a per annum rate equal to 3.50% and (ii) with respect to all Loans other than Delayed Draw Term Loans, a per annum rate equal to 1.00%.

“Foreign Lender” means (i) if a Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (ii) if a Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes.

“Foreign Plan” has the meaning specified in Section 7.13.

“Foreign Subsidiary” means any direct or indirect subsidiary of any Loan Party that is organized or incorporated under the laws of any jurisdiction other than the United States, any State thereof or the District of Columbia.

“Fronting Exposure” means a Defaulting Lender’s Pro Rata Share of reimbursement obligations under Letters of Credit, except to the extent allocated to other Lenders under Section 2.12.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board that are applicable to the circumstances as of the date of determination.

“Governing Body” means (i) in the case of a corporation (or a limited liability company incorporated under the laws of England and Wales), its board of directors and/or shareholders (as the case may be), (ii) in the case of a limited liability company, its managers or members, (iii) in the case of a limited partnership, its general partner(s), and (iv) in the case of a Dutch Loan

-42-

Party, its board of directors, its general meeting of shareholders and its supervisory board, as applicable, or in each case, another comparable governing body of the applicable Entity.

“Governing Documents” means (i) in the case of a corporation, its articles (or certificate) of incorporation and bylaws, (ii) in the case of a limited liability company, its articles (or certificate) of organization (or formation) and its operating agreement, (iii) in the case of a limited partnership, its articles (or certificate) of limited partnership and its limited partnership agreement, or in each case, another comparable governing document of the applicable Entity, (iv) in the case of a limited liability company incorporated under the laws of England and Wales, its articles of association and memorandum of association (as applicable) and its certificate of incorporation and any certificate of incorporation on a change of name, and (v) in relation to any Dutch Loan Party in each case including its deed of incorporation (oprichtingsakte), articles of association (statuten) and an extract (uittreksel) from the commercial register (handelsregister) of the Dutch Chamber of Commerce (Xxxxx van Koophandel).

“Governmental Authority” means any nation or government, any state, provincial or other political subdivision thereof, or any entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions thereof or pertaining thereto.

“Group” means the Borrower Agent and each of its Subsidiaries from time to time.

“Guarantors” means each Borrower, as to the other Borrowers, and each other Person that guarantees, in whole or in part, the Obligations on the Closing Date or at any time thereafter.

“Guaranty and Security Agreement” means a guaranty and security agreement, dated as of the Closing Date, in form and substance reasonably satisfactory to the Agent, executed and delivered by each of the Loan Parties to the Agent.

“Hazardous Materials” means any and all pollutants, contaminants and toxic, caustic, radioactive, deleterious and hazardous materials, substances and wastes including petroleum or petroleum distillates, urea formaldehyde foam insulation, asbestos or asbestos-containing materials, whether or not friable, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature, that are regulated under any Environmental Laws due to their dangerous or hazardous properties or characteristics.

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging agreement. The term “Hedging Agreement,” as used herein, shall extend to and include any Swap Obligation.

“Highest Lawful Rate” has the meaning specified in Section 12.10.

“IBA” has the meaning specified in Section 2.3(j)(v).

-43-

“Increased Reporting Period” means each period beginning on the date that any Overadvance occurs and ending on the first date thereafter on which no Overadvance shall have existed for twenty (20) consecutive calendar days.

“Indebtedness” means, with respect to any Person, as of the date of determination thereof (without duplication of the same obligation under any other clause hereof), (i) all obligations of such Person for borrowed money of any kind or nature, including funded and unfunded debt, (ii) all monetary obligations of such Person owing under Hedging Agreements (which amount shall be calculated based on the amount that would be payable by such Person if the Hedging Agreement were terminated on the date of determination), (iii) all obligations of such Person to pay the deferred purchase price of assets (other than trade payables incurred in the ordinary course of business and repayable in accordance with customary trade practices and, for the avoidance of doubt, other than royalty payments payable in the ordinary course of business in respect of non-exclusive licenses) and any earn-out or similar obligations, (iv) all Capitalized Lease Obligations, (v) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right to be secured) a Lien on any asset of such Person whether or not the Indebtedness is assumed by such Person, (vi) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreements in the event of default are limited to repossession or sale of such property), (vii) any Disqualified Equity Interests, (viii) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, or other financial products, and (ix) any obligation of such Person guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person that constitutes Indebtedness under any of clauses (i) through (viii) above. For purposes of this definition, (A) the amount of any Indebtedness represented by a guaranty or other similar instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness, and (B) the amount of any Indebtedness which is limited or is non-recourse to a Person or for which recourse is limited to an identified asset shall be valued at the lesser of (1) if applicable, the limited amount of such obligations, and (2) if applicable, the fair market value of such assets securing such obligation.

“Indemnified Party” has the meaning specified in Section 12.4(a).

“Indemnified Taxes” means (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (ii) to the extent not otherwise described in clause (i), Other Taxes.

“Information” has the meaning specified in Section 12.21.

“Insolvency Event” means, with respect to any Person (other than any UK Loan Party in respect of clauses (ii), (iii) or (vi) below), the occurrence of any of the following: (i) such Person shall be adjudicated insolvent or bankrupt, institutes or consents to the institution of proceedings under, any Debtor Relief Laws or shall generally fail to pay or admit in writing its inability to

-44-

pay its debts as they become due, (ii) such Person shall seek reorganization or the appointment of a receiver, interim receiver, receiver and manager, trustee, monitor custodian, administrator, administrative receiver, manager, liquidator or similar officer for it or a substantial portion of its property, assets or business or to effect a plan or other arrangement with its creditors, (iii) such Person shall make a general assignment for the benefit of its creditors, or consent to or acquiesce in the appointment of a receiver, interim receiver, receiver and manager, trustee, monitor, custodian, administrator, administrative receiver, compulsory manager, liquidator or similar officer for a substantial portion of its property, assets or business, (iv) such Person shall file a voluntary petition under, or shall seek the entry of an order for relief under, any Debtor Relief Laws, (v) such Person shall take any corporate, limited liability company, partnership or similar act, as applicable, in furtherance of any of the foregoing, or (vi) such Person, or a substantial portion of its property, assets or business, shall become the subject of an involuntary proceeding or a petition for (A) its dissolution, the suspension of payments, a moratorium of any indebtedness, winding-up, administration, or reorganization (by way of voluntary arrangement scheme or arrangement or otherwise), (B) the appointment of a receiver, interim receiver, receiver and manager, trustee, monitor, custodian, liquidator, administrator or restructuring official (herstructureringsdeskundige) for it or for all or any material part of its property and (I) such proceeding shall not be dismissed or stayed within sixty (60) days or (II) such receiver, interim receiver, receiver and manager, trustee, monitor, custodian, liquidator, administrator or restructuring official (herstructureringsdeskundige) shall be appointed; provided, however, that the Lenders shall have no obligation to make any Loans or cause to be issued any Letter of Credit during the pendency of any sixty (60) day period described in this definition, (C) any proceeding under any Debtor Relief Law relating to it or any material part of its property is instituted and such proceeding shall not be dismissed or stayed within 60 (days); provided, however, that the Lenders shall have no obligation to make any Loans during the pendency of any sixty (60) day period described in this definition and, in respect of any UK Loan Parties, means any corporate action, legal proceedings or other procedure or step is taken in relation to: (1) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of that UK Loan Party; (2) by reason of actual or anticipated financial difficulties, a composition, compromise, assignment or arrangement with or for the benefit of any creditor of that UK Loan Party; (3) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of that UK Loan Party or a substantial portion of its assets; or (4) enforcement of any Liens over a substantial portion of the assets of that UK Loan Party, or any procedure or step with analogous effect is taken in any jurisdiction and/or any expropriation, attachment, sequestration, distress or execution (or any process with analogous effect) affects a substantial portion of the assets of a UK Loan Party (the proceedings and procedures set out in clause (1) to (4) above being the “Insolvency Proceedings”); any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within fifteen (15) Business Days of commencement will not be deemed Insolvency Proceedings.

“Insolvency Financing” means, in connection with a proceeding under any Debtor Relief Laws with respect to a Loan Party, the consensual use of cash collateral by, or the provision of financing or financial accommodations to, such Loan Party (including, in either event, all of the

-45-

terms and conditions established and/or approved in connection with the consensual use of cash collateral, financing or financial accommodations).

“Insolvency Regulation” means Council Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast) (in the case of any UK Loan Party, as the same may be retained added to or modified by the European Withdrawal Act 2018 or any statutory instrument made under such Act).

“Intangible Assets” means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.

“Intellectual Property” means any and all Patents, Copyrights, Trademarks, trade secrets, know-how, inventions (whether or not patentable), algorithms, software programs (including source code and object code), processes, product designs, industrial designs, blueprints, drawings, data, databases, customer lists, URLs and domain names, specifications, documentations, reports, catalogs, literature, and any other forms of technology or proprietary information of any kind, including all rights therein and all applications for registration or registrations thereof.

“Intercompany Subordination Agreement” means an intercompany subordination agreement, dated as of the Closing Date, in form and substance satisfactory to the Agent, executed and delivered by each Loan Party and each of its Subsidiaries, and the Agent, as amended, restated, supplemented or otherwise modified from time to time.

“Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the Amendment No. 3 Effective Date, between the Agent and the Term Loan Agent, as amended, restated, supplemented or otherwise modified in accordance with the terms hereof and thereof.

“Interest Expense” means, for any period, all interest with respect to Indebtedness (including the interest component of Capitalized Lease Obligations) accrued or capitalized during such period (whether or not actually paid during such period) determined in accordance with GAAP.

“Interests” has the meaning specified in Section 8.9.

“Internal Revenue Service” or “IRS” means the United States Internal Revenue Service and any successor agency.

“Internally Generated Cash” means, with respect to any fiscal year, cash of the Loan Parties and their Subsidiaries received in such fiscal year and not constituting (i) proceeds of an equity issuance, (ii) proceeds of the incurrence of Indebtedness, (iii) proceeds of Asset Dispositions or Casualty Events, or (iv) insurance proceeds in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or Real Property.

-46-

“Inventory” means Inventory (as defined in the UCC), Inventory, stock, stock in trade and any similar asset in the nature of Inventory (as defined in the UCC).

“Inventory Reserves” means reserves established by the Agent, in its Permitted Discretion, to reflect factors that may negatively impact the value of Inventory, including change in salability, obsolescence, seasonality, theft, shrinkage, imbalance, change in composition or mix, markdowns, vendor charge backs or slow moving Inventory.

“Investment” in any Person means, as of the date of determination, (i) any payment or contribution in or to such Person including property contributed to such Person for or in connection with its acquisition of any stock, bonds, notes, indebtedness, debentures, partnership or other ownership interest or any other security of such Person, (ii) any payment or contribution for all or substantially all of the assets of such Person (or of any division or business line of such other Person), and (iii) any loan, advance or other extension of credit or guaranty of or other surety obligation for any Indebtedness made to, or for the benefit of, such Person. In determining the aggregate amount of Investments outstanding at any particular time, (A) a guaranty (or other surety obligation) shall be valued at not less than the principal outstanding amount of the primary obligation; (B) returns of capital (but only by repurchase, redemption, retirement, repayment, liquidating dividend or liquidating distribution) shall be deducted; (C) earnings, whether as dividends, interest or otherwise, shall not be deducted; and (D) decreases in the market value shall not be deducted unless such decreases are computed in accordance with GAAP. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“Investment Grade Receivables” means those Receivables that are (i) owned by a U.S. Borrowing Base Company or a Canadian Borrowing Base Company and (ii) owing by account debtors rated at “BBB-” or better by S&P or Baa3 or better by Moody’s.

“ISP98” means the International Standby Practices (1998 Revision, effective January 1, 1999), International Chamber of Commerce Publication No. 590.

“Joinder” means a joinder agreement substantially in the form of Exhibit J-2 to this Agreement.

“Lender” and “Lenders” have the respective meanings specified in the preamble to this Agreement.

“Lender Group Expenses” means all (i) costs or expenses (including Indemnified Taxes and insurance premiums) required to be paid by any Loan Party or its Subsidiaries under any of the Loan Documents that are paid, advanced, or incurred by the Agent, the Letter of Credit Issuer, and the Lenders, or any of them, (ii) reasonable and documented out-of-pocket fees or charges paid or incurred by the Agent in connection with transactions under any of the Loan Documents, (iii) the Agent’s customary fees and charges imposed or incurred in connection with any background checks or OFAC/PEP searches related to any Loan Party or its Subsidiaries performed in connection with the transactions contemplated under the Loan Documents, (iv) the

-47-

Agent’s customary fees and charges (as adjusted from time to time) with respect to the disbursement of funds (or the receipt of funds) to or for the account of any Borrower (whether by wire transfer or otherwise), together with any reasonable and documented out-of-pocket costs and expenses incurred in connection therewith, (v) customary charges imposed or incurred by the Agent resulting from the dishonor of checks payable by or to any Loan Party, (vi) reasonable and documented out-of-pocket costs and expenses paid or incurred by the Agent, the Letter of Credit Issuer and the Lenders, or any of them, to correct any default or enforce any provision of the Loan Documents, or during the continuance of an Event of Default, in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (vii) fees and expenses of the Agent related to any field examinations, appraisals, or valuations to the extent of the fees and charges (and up to the amount of any limitation) provided in Section 7.7(b), (viii) the Agent’s and the Lenders’ reasonable and documented costs and expenses (including reasonable attorneys’ fees and expenses) relative to third party claims or any other lawsuit or adverse proceeding paid or incurred, whether in enforcing or defending the Loan Documents or otherwise in connection with the transactions contemplated by the Loan Documents, the Agent’s Liens in and to the Collateral, or the relationship of the Agent, the Letter of Credit Issuer, and the Lenders, or any of them, with any Loan Party or any of its Subsidiaries, (ix) the Agent’s reasonable and documented costs and expenses (including reasonable attorneys’ fees for one primary counsel for the Agent, and, if reasonably necessary, one local counsel and one specialist counsel in each relevant jurisdiction and due diligence expenses) incurred in advising, structuring, drafting, reviewing, administering, syndicating, or amending, waiving, or modifying the Loan Documents, (x) the Agent’s and each Lender’s reasonable and documented costs and expenses (including attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a “workout,” a “restructuring,” or an Insolvency Event concerning any Loan Party or any of its Subsidiaries or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether a lawsuit or other adverse proceeding is brought, or in taking any enforcement action or any exercise of remedies with respect to the Collateral, and (xi) the Delayed Draw Term Lenders’ reasonable and documented costs and expenses (including reasonable attorneys’ fees for one primary counsel for the Delayed Draw Term Lenders (taken as a whole), one special counsel for some or all of the Delayed Draw Term Lenders as separately agreed between such Delayed Draw Term Lenders and the Borrower Agent, and, if reasonably necessary, one local counsel and one specialist counsel in the Netherlands and the United Kingdom and due diligence expenses) incurred in advising, structuring, drafting, reviewing, administering, syndicating, or (to the extent the consent of any Delayed Draw Term Lender is required in connection therewith) amending, waiving, or modifying the Loan Documents.

“Letter of Credit” means each letter of credit issued for the account of the Borrowers by the Letter of Credit Issuer under Section 2.13, and all amendments, renewals, extensions or replacements thereof.

“Letter of Credit Agreement” means the collective reference to any and all applications, reimbursement agreements and other agreements from time to time entered into by the Letter of

-48-

Credit Issuer and the Borrowers, to be in form and substance reasonably satisfactory to the Letter of Credit Issuer, pursuant to which the Letter of Credit Issuer issues Letters of Credit for the account of the Borrowers in accordance with the terms of this Agreement, as amended, restated, supplemented or otherwise modified from time to time.

“Letter of Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“Letter of Credit Issuer” means (i) Xxxxx Fargo Bank, National Association, BMO Xxxxxx Bank, N.A., Bank of America, N.A., Capital One, National Association, or any other Person designated in writing by the Agent as a provider of Letters of Credit hereunder and (ii) any Revolving Credit Lender that, at the request of the Borrowers and with the consent of the Agent, agrees, in such Xxxxxx’s sole discretion, to become a Letter of Credit Issuer for the purpose of issuing Letter of Credit pursuant to Section 2.13 of this Agreement. At any time there is more than one Letter of Credit Issuer, any singular references to Letter of Credit Issuer shall mean any Letter of Credit Issuer, each Letter of Credit Issuer, the Letter of Credit Issuer that has issued the applicable Letter of Credit, or all Letter of Credit Issuers, as the context may require.

“Letter of Credit Issuer Sublimit” means, with respect to each Letter of Credit Issuer, such sublimit as may be agreed from time to time among the Agent, the applicable Letter of Credit Issuer and the Borrower Agent.

“Letter of Credit Request” has the meaning specified in Section 2.13(c).

“Letter of Credit Sublimit” means $26,000,000.

“Letter of Credit Usage” means, as of any date of determination, the sum of (i) the aggregate undrawn amount of all outstanding Letters of Credit (other than the Letter of Credit Usage Excluded Amount), plus (ii) the aggregate amount of outstanding reimbursement obligations with respect to Letters of Credit which remain unreimbursed or which have not been paid through a Revolving Credit Loan.

“Letter of Credit Usage Excluded Amount” means, at any time, an amount equal to the undrawn amount of any one or more outstanding Replacement Letters of Credit as to which the Prior ABL XX Xxxx Collateral corresponding to the applicable letter of credit replaced by any such Replacement Letter of Credit has not been returned to the Borrower Agent as of such time; provided that (i) the undrawn amount of any Replacement Letter of Credit shall be excluded from any determination of the Letter of Credit Usage Excluded Amount upon the earlier of (a) ten (10) Business Days after the date of issuance of such Replacement Letter of Credit and (b) the return to the Borrower Agent of the Prior ABL XX Xxxx Collateral corresponding to the applicable letter of credit replaced by such Replacement Letter of Credit and (ii) the undrawn amount of any Replacement Letter of Credit shall be excluded from any determination of the Letter of Credit Usage Excluded Amount to the extent any Event of Default exists.

“Lien” means any lien, claim, charge, pledge, security interest, assignment, hypothecation, deed of trust, mortgage, lease, conditional sale, retention of title, attachment or

-49-

other preferential arrangement having substantially the same economic effect as any of the foregoing, whether voluntary or imposed by law.

“Line Cap” means, as of any date of determination, the lesser of (i) the Aggregate Revolving Credit Commitment as of such date of determination, and (ii) the Borrowing Base as of such date of determination.

“Loan Account” has the meaning specified in Section 2.6.

“Loan Documents” means this Agreement, the Notes, the Fee Letter, the Security Documents, the Intercompany Subordination Agreement, the Intercreditor Agreement, the 1970 Group Subordination Agreement, any Subordination Agreement, each Control Agreement, each Lockbox Agreement, each Letter of Credit, each Letter of Credit Agreement, and any other documents and instruments entered into, now or in the future, by any Loan Party or any of its Subsidiaries under or in connection with this Agreement (but specifically excluding Bank Product Agreements), as each of the same may be amended, restated, supplemented or otherwise modified from time to time.

“Loan Party” means each Borrower and each Guarantor.

“Loan Year” means each period of twelve (12) consecutive months commencing on the Closing Date and on each anniversary thereof.

“Loans” means the loans and financial accommodations made by the Lenders hereunder or under this Agreement, including the Revolving Credit Loans (and any Protective Advances or any Overadvances), the Delayed Draw Term Loans, the M&E Term Loans, the RE-I Term Loans, and the RE-II Term Loans.

“Lockbox Account” and “Lockbox Accounts” have the respective meanings set forth in Section 2.7.

“Lockbox Agreement” and “Lockbox Agreements” have the respective meanings set forth in Section 2.7.

“Lockbox” and “Lockboxes” have the respective meanings set forth in Section 2.7.

“M&E Obligations” means and includes all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party or any Subsidiary arising under any Loan Document with respect to the M&E Term Loan Commitments or any M&E Term Loans (and including any M&E Prepayment Premium), in each case, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising, and including interest and fees, expense reimbursement, indemnities and other charges that accrue on or after an Insolvency Event, whether or not such interest and fees, expense reimbursement, indemnities and other charges are allowed or allowable following such Insolvency Event. Without limiting the generality of the foregoing, the M&E Obligations include the obligation (including guarantee obligations) to pay principal, interest, Lender Group

-50-

Expenses and other expenses, charges, fees, indemnities, and other amounts payable by (or chargeable to) any Loan Party or any of its Subsidiary that are payable to (or may be charged by) any M&E Secured Party under the Loan Documents (including, in each case, any such amounts accruing on or after an Insolvency Event, whether or not such amounts are allowed or allowable following such Insolvency Event). For the avoidance of doubt, the M&E Obligations shall not include any Excluded Swap Obligations.

“M&E Prepayment Premium” means, in connection with any M&E Prepayment Premium Trigger Event, (i) if such M&E Prepayment Premium Trigger Event occurs after the Amendment No. 35 Effective Date but on or prior to August 11, 2024, oneSeptember 30, 2025, two percent (1.002.00%) of the aggregate amount of the M&E Term Loans paid or prepaid (or required to be paid or prepaid) in connection with such M&E Prepayment Premium Trigger Event, (ii) if such M&E Prepayment Premium Trigger Event occurs after August 11, 2024September 30, 2025 but on or prior to August 11, 2025, one halfSeptember 30, 2026, three-quarters of one percent (0.500.75%) of the aggregate amount of the M&E Term Loans paid or prepaid (or required to be paid or prepaid) in connection with such M&E Prepayment Premium Trigger Event and, (iii) if such M&E Prepayment Premium Trigger Event occurs after September 30, 2026 but on or prior to September 30, 2027, three-eighths of one percent (0.375%) of the aggregate amount of the M&E Term Loans paid or prepaid (or required to be paid or prepaid) in connection with such M&E Prepayment Premium Trigger Event, and (iv) thereafter, zero percent (0%).

“M&E Prepayment Premium Trigger Event” means the occurrence of any of the following:

(i)any prepayment of all or any portion of the M&E Term Loans for any reason (including, without limitation, any voluntary prepayment, mandatory prepayment or refinancing thereof, but excluding amortization payments pursuant to Section 2.2(b)(iii)(A)), whether before or after (A) the occurrence of any Event of Default or (B) the occurrence of any Insolvency Event;

(ii)the acceleration of the M&E Term Loans for any reason, including, acceleration in accordance with Section 10.2, and including as a result of the occurrence of any Insolvency Event;

(iii)the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of the M&E Term Loans in any proceeding under any Debtor Relief Law or the making of a distribution of any kind in any proceeding under any Debtor Relief Law to the Agent, for the account of the M&E Term Lenders in full or partial satisfaction of the M&E Term Loans;

(iv)the occurrence of any Change of Control, except for any Change of Control transaction that results in Corre Affiliates maintaining (A) beneficial ownership (inclusive of any rights to obtain such ownership through the exercise of warrants or the conversion rights of other securities) of not less than five percent (5%) of the Equity

-51-

Interests of the Borrower Agent and/or (B) representation or the right to appoint at least one representative, on the Governing Body of the Borrower Agent; or

(v)the termination of this Agreement for any reason (other than in connection with a Change of Control transaction that satisfies the conditions set forth in the exception to clause (iv) above).

If any M&E Prepayment Premium Trigger Event described in the foregoing clauses (ii) through (v) occurs, then, solely for purposes of calculating the M&E Prepayment Premium due and payable in connection therewith, the entire amount of the M&E Term Loans shall be deemed to have been prepaid on the date on which such M&E Prepayment Premium Trigger Event occurs.

“M&E Pro Rata Share” means, in respect of the M&E Term Loan Facility, with respect to any M&E Term Lender, a fraction (expressed as a percentage carried out to the ninth decimal place), the numerator of which is the aggregate amount of the outstanding M&E Term Loans of such M&E Term Lender and the denominator of which is the aggregate outstanding amount of the M&E Term Loans of all of the M&E Term Lenders. The initial M&E Pro Rata Share of such M&E Term Lender shall be as set forth opposite such M&E Term Lender’s name on Annex A under the heading “M&E Pro Rata Share” or in the Assignment and Acceptance pursuant to which such M&E Term Lender becomes a party hereto, as applicable. The M&E Pro Rata Share of each M&E Term Lender shall be determined by the Agent in good faith and shall be conclusive absent manifest error.

“M&E Secured Parties” means, collectively, the M&E Term Lenders.

“M&E Term Lenders” means the Lenders holding M&E Term Loan Commitments and/or M&E Term Loans.

“M&E Term Loan Commitment” means the commitment of each applicable Lender to make M&E Term Loans on the Amendment No. 3 Effective Date, subject to the terms and conditions set forth herein, up to the maximum amount specified for such Lender on Annex A under the heading “M&E Term Loan Commitment”.

“M&E Term Loan Facility” means the term loan facility provided in this Agreement for the making of M&E Term Loans on the Amendment No. 3 Effective Date in an aggregate amount equal to the Aggregate M&E Term Loan Commitment.

“M&E Term Loan Note” and “M&E Term Loan Notes” have the respective meaning specified in Section 2.2(b)(ii).

“M&E Term Loans” has the meaning specified in Section 2.2(b)(i).

“Material Adverse Effect” means (i) a material adverse effect on the business, operations, results of operations, assets, liabilities, or financial condition of the Loan Parties, taken as a whole or (ii) the material impairment of (A) the Loan Parties’ ability to perform their payment or

-52-

other material obligations under the Loan Documents to which they are a party or (B) the ability of the Agent or the Lenders to enforce the Obligations or realize upon the Collateral, or (iii) a material adverse effect upon the enforceability or priority of the Agent’s Liens with respect to all or a material portion of the Collateral other than, in the case of this clause (iii), any material impairment caused by any action or inaction of the Agent.

“Material Contract” means any agreement or arrangement to which a Loan Party is party (other than the Loan Documents) (i) for which breach, termination, nonperformance or failure to renew could reasonably be expected to have a Material Adverse Effect; or (ii) that relates to Material Indebtedness.

“Material Indebtedness” means (i) the Term Loan Obligations and (ii) any other Indebtedness (other than the Loans), or obligations in respect of one or more Hedging Agreements of any Loan Party in an aggregate principal amount exceeding $10,000,000. For purposes of this definition, the “principal amount” of the obligations of any Loan Party in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Loan Party would be required to pay if such Hedging Agreement were terminated at such time.

“Material Subsidiary” means, at any date of determination

(i)the Borrower Agent; and

(xli)each Subsidiary of the Borrower Agent that, as of the end of the most recently ended fiscal year for which Financial Statements are required to be delivered pursuant to Section 7.11, (A) owns at least 2.5% of the consolidated total assets of the Loan Parties and their Subsidiaries as of such date, (B) generated at least 2.5% of the consolidated revenues of the Loan Parties and their Subsidiaries during such fiscal year or (C) is part of any group comprising Subsidiaries of a Borrower that each would not have been a Material Subsidiary under clauses (A) or (B) but that, taken together, had revenues or total assets in excess of 5.0% of, the consolidated revenues for any fiscal year or total assets as of such date, as applicable, of the Loan Parties and their Subsidiaries; provided that the Borrower Agent and the Agent shall discuss the determination of Material Subsidiaries as provided in this clause (ii) in good faith and if it is mutually agreed to be administratively unreasonable or burdensome or the costs of adding any applicable Subsidiary as a Loan Party would otherwise outweigh the benefits to the Secured Parties, the Agent in its reasonable discretion may waive the requirement to comply with this clause (ii) and Section 7.20 with respect to applicable Subsidiary.

“Maturity Reserve Trigger Date” means the date that is forty-five (45) days prior to the maturity date of the 2017 Senior Convertible Notesearlier of (i) the Scheduled Maturity Date and (ii) the Springing Maturity Date.

“Maximum Annual Capital Expenditures” has the meaning specified in Section 9.1.

-53-

“Measurement Period” means, on any date of determination, the period of twelve (12) consecutive fiscal months of the Borrower Agent then most recently ended (taken as one accounting period) for which Financial Statements (and the related Compliance Certificate) have been or are required to have been delivered pursuant to Section 7.11(c) and (d).

“Minimum Excess Availability Amount” means $7,500,000.

“Monthly Operating Report” has the meaning specified in Section 7.11(h).

“Xxxxx’x” means Xxxxx’x Investors Service, Inc.

“Mortgage” means each mortgage, deed of trust or security deed between the applicable Loan Party(ies) and the Agent, in form and substance satisfactory to the Agent in its Permitted Discretion, relating to the Real Property covered thereby, as amended, restated, supplemented or otherwise modified from time to time.

“Mortgaged Property” means any owned Real Property listed on Schedule 1.1(c) or (d) and, thereafter, shall include each other Real Property with respect to which a Mortgage is granted, so long as such Real Property does not constitute Excluded Property.

“Mortgage Support Documents” means the following, all as requested by the Agent and in form and substance reasonably satisfactory to the Agent: (a) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies, with endorsements and in amounts reasonably acceptable to the Agent, issued, coinsured and reinsured by title insurers reasonably acceptable to the Agent, (b) American Land Title Association as-built surveys from surveyors reasonably acceptable to the Agent, (c) flood hazard certificates, evidence of flood and/or earthquake insurance and other flood and/or earthquake-related information as reasonably requested by the Agent, (d) favorable opinions of counsel to the Loan Parties for each jurisdiction in which a Mortgaged Property is located, and (e) such other certificates and documents (including, if applicable, SNDAs) as may be reasonably requested by the Agent.

“MRE Collateral” means, collectively, the Specified M&E, the Specified Phase II Real Estate and the Specified Phase II Real Estate, each of which constitute Collateral under the Security Documents.

“MRE Default Rate” means, when used with respect to the MRE Obligations, an interest rate equal to (i) the interest rate (including any applicable marginthe MRE Term Loan Applicable Margin) otherwise applicable to MRE Term Loans (giving effect to Section 4.1(a)) plus (ii) two percent (2.00%) per annum, to the fullest extent permitted by applicable laws.

“MRE Obligations” means, collectively, the M&E Obligations, the RE-I Obligations and the RE-II Obligations.

“MRE Prepayment Premium” means, individually or collectively (as the context may require), any M&E Prepayment Premium, any RE-I Prepayment Premium, and/or any RE-II Prepayment Premium.

-54-

“MRE Prepayment Premium Trigger Event” means, individually or collectively (as the context may require), the occurrence of any M&E Termination Premium Trigger Event, any RE-I Prepayment Premium Trigger Event and/or any RE-II Prepayment Premium Trigger Event.

“MRE Pro Rata Share” means, in respect of the MRE Term Loan Facilities, with respect to any MRE Term Lender, a fraction (expressed as a percentage carried out to the ninth decimal place), the numerator of which is the aggregate amount of the outstanding MRE Term Loans of such MRE Term Lender and the denominator of which is the aggregate outstanding amount of the MRE Term Loans of all of the MRE Term Lenders. The initial MRE Pro Rata Share of such MRE Term Lender shall be as set forth opposite such MRE Xxxx Xxxxxx’s name on Annex A under the heading “MRE Pro Rata Share” or in the Assignment and Acceptance pursuant to which such MRE Term Lender becomes a party hereto, as applicable. The MRE Pro Rata Share of each MRE Term Lender shall be determined by the Agent in good faith and shall be conclusive absent manifest error.

“MRE Secured Parties” means, collectively, the MRE Term Lenders.

“MRE Term Lenders” means, collectively, the M&E Term Lenders, the RE-I Term Lenders and the RE-II Term Lenders.

“MRE Term Loan Applicable Margin” means (i) with respect to the MRE Term Loans for any applicable period through the Amendment No. 5 Effective Date, 5.75% per annum and (ii) with respect to the MRE Term Loans for any applicable period after the Amendment No. 5 Effective Date, 5.00% per annum.

“MRE Term Loan Facilities” means, collectively, the M&E Term Loan Facility, the RE-I Term Loan Facility and the RE-II Term Loan Facility.

“MRE Term Loans” has the meaning specified in Section 2.2(d).

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which Borrower or any ERISA Affiliate has contributed within the past six years or with respect to which Borrower or any ERISA Affiliate has any liability, whether fixed or contingent, excluding any Canadian Registered Pension Plan or Foreign Plan.

“Net Cash Proceeds” means,

(i)with respect to any Asset Disposition by any Loan Party or any of its Subsidiaries, or any Casualty Event, the excess, if any, of:

(A)the sum of cash and Cash Equivalents received in connection with such Asset Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over

(B)the sum of:

-55-

(I)the principal amount of any Indebtedness (and related accrued interest, fees, premiums (including termination or prepayment premiums) and other amounts due thereunder) that is secured by the applicable asset and that is required to be repaid in connection with such Asset Disposition of Casualty Event (other than Indebtedness under the Loan Documents),

(II)in respect of an Asset Disposition, any bona fide direct costs incurred in connection with such Asset Disposition, including:

(1)income or gains taxes payable (or estimated in good faith to be payable) by the seller or any direct or indirect parent of the seller as a result of any gain recognized in connection with such Asset Disposition,

(2)payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that, in the case of a Loan Party, is secured by a Lien on the Equity Interests or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Disposition,

(3)a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Disposition undertaken by any Loan Party or any of their Subsidiaries in connection with such Asset Disposition or for any other liabilities retained by any Loan Party or any of their Subsidiaries associated with such Asset Disposition,

(4)bona fide selling fees, costs, commissions and expenses (including reasonable brokers’ fees or commissions, legal, accounting and other professional and transactional fees, transfer and similar taxes), and

(5)the Borrower Agent’s good faith estimate of payments required to be made with respect to unassumed liabilities relating to the properties sold within 180 days of such Asset Disposition; provided that, to the extent such cash proceeds are not used to make payments in respect of such unassumed liabilities within 180 days of such Asset Disposition, such cash proceeds shall constitute Net Cash Proceeds;

(III)in respect of a Casualty Event,

(1)any actual and reasonable costs incurred by the Borrower or any of its Subsidiaries in connection with the collection, adjustment or settlement of any claims of any Loan Party or any of their Subsidiaries in respect thereof, and

-56-

(2)any bona fide direct costs incurred in connection with any sale of such assets as a result of a taking or condemnation or otherwise, including income taxes paid or payable as a result of any gain recognized in connection therewith and the costs and expenses incurred in connection with the preparation of assets for transfer upon a taking or condemnation.

“Net Income” means, for any period, (i) the net income (or loss) of the Borrower Agent and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP, minus (ii) the sum of (A) the income of any Subsidiary of the Borrower Agent to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, plus (B) (to the extent not included in clause (i) above) any extraordinary gains (or extraordinary losses) for that period, determined in accordance with GAAP.

“Net Leverage Ratio” means, as of any date of determination, for the Borrower Agent and its Subsidiaries on a consolidated basis, the ratio of

(i)    the result of (A) Consolidated Funded Indebtedness as of such date minus (B) unrestricted cash of the U.S. Loan Parties and the Canadian Loan Parties in an aggregate amount up to $30,000,000 (provided such unrestricted cash is free and clear of all Liens other than the Liens securing the Obligations hereunder and the Term Loan Obligations or Liens arising in the ordinary course of business by virtue of rights of setoff or similar rights and remedies as to deposit accounts and such cash does not Collateralize any letters of credit or Bank Product Obligations), to

(ii)    EBITDA for the period of four consecutive fiscal quarters of the Borrower Agent then most recently ended (taken as one accounting period) for which Financial Statements (and the related Compliance Certificate) have been or are required to have been delivered pursuant to Section 7.11(b) and (d).

“NOLV Percentage” means the net orderly liquidation value of Inventory, expressed as a percentage of the Value of such Inventory, expected to be realized at an orderly, negotiated sale held within a reasonable period of time, net of all liquidation expenses, as determined from time to time by the Agent in its Permitted Discretion from the then most recent Acceptable Appraisal of the Inventory of the U.S. Borrowing Base Companies (it being recognized that individual types or kinds of Inventory may have different NOLV Percentages).

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of such Lender in accordance with the terms of Section 12.7(b) and (ii) has been approved by the Required Lenders (or such other applicable class or group of Lenders).

-57-

“Non-Investment Grade Receivables” means those Receivables owned by any U.S. Borrowing Base Company or any Canadian Borrowing Base Company that are owing by account debtors that are rated below “BBB-” by S&P or Baa3 by Moody’s.

“North American Collateral” means, collectively, the U.S. Collateral and the Canadian Collateral, but shall exclude all MRE Collateral.

“North American Collection Accounts” has the meaning specified in Section 2.7(a).

“Notes” means, collectively, the Revolving Credit Notes, the Swingline Note, the Delayed Draw Term Loan Notes, the M&E Term Loan Notes, the RE-I Term Loan Notes and the RE-II Term Loan Notes.

“Notice of Borrowing” has the meaning specified in Section 2.3(a).

“Obligations” means, collectively, the Revolving Obligations, the Delayed Draw Obligations, the M&E Obligations, the RE-I Obligations and the RE-II Obligations. Notwithstanding the foregoing, the Obligations shall not include any Excluded Swap Obligations.

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of Treasury.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment by a Lender after the date hereof (other than an assignment made pursuant to Section 2.10 or Section 2.11).

“Outstanding Amount” means (i) with respect to Revolving Credit Loans at any time, the aggregate outstanding principal amount thereof at such time (after giving effect to any borrowings and prepayments or repayments of Revolving Credit Loans occurring at such time), (ii) with respect to any Letter of Credit Usage at any time, the amount of such Letter of Credit Usage at such time (after giving effect to any Letter of Credit Extension occurring at such time and any other changes in the aggregate amount of the Letter of Credit Usage at such time (and, for the avoidance of doubt, the determination of the Letter of Credit Usage Excluded Amount at such time)), (iii) with respect to the Delayed Draw Term Loans at any time, the aggregate outstanding principal amount thereof at such time (after giving effect to any borrowings and prepayments or repayments of Delayed Draw Term Loans occurring at such time), (iv) with

-58-

respect to M&E Term Loans at any time, the aggregate outstanding principal amount thereof at such time (after giving effect to any borrowing and prepayments or repayments of M&E Term Loans occurring at such time), (v) with respect to RE-I Term Loans at any time, the aggregate outstanding principal amount thereof at such time (after giving effect to any borrowing and prepayments or repayments of RE-I Term Loans occurring at such time) and (vi) with respect to RE-II Term Loans at any time, the aggregate outstanding principal amount thereof at such time (after giving effect to any borrowing and prepayments or repayments of RE-II Term Loans occurring at such time).

“Overadvance” means, as of any date of determination, the amount by which the Aggregate Revolving Credit Outstandings is greater than the Line Cap.

“Participant” has the meaning specified in Section 12.7(f).

“Participant Register” has the meaning specified in Section 12.7(f).

“Party” means such Persons from time to time party to this Agreement.

“Patent Security Agreement” means a patent security agreement, in form and substance reasonably satisfactory to the Agent, pursuant to which each Loan Party that has rights in any Patents shall grant a specific security interest in its Patents as security for the Obligations, as amended, restated, supplemented or otherwise modified from time to time.

“Patents” means patents and patent applications, including (i) all continuations, divisionals, continuations-in-part, re-examinations, reissues, and renewals thereof and improvements thereon, (ii) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof, (iii) the right to sue for past, present, and future infringements thereof, and (iv) all rights corresponding thereto throughout the world.

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title II of Pub. L. No. 107-56 (signed into law October 26, 2001)).

“Payment Conditions” shall mean, at the time of determination with respect to a proposed payment to fund a Specified Transaction, that:

(i)no Default or Event of Default then exists or would arise as a result of the making of such proposed payment or the consummation of such Specified Transaction, and

(ii)each of following conditions shall be satisfied:

(A)the Consolidated Fixed Charge Coverage Ratio, calculated on a pro forma basis, is equal to or greater than 1.25:1.00 for the Measurement Period most recently ended;

-59-

(B)the Net Leverage Ratio, calculated on a pro forma basis, is less than 4.00:1.00 as of the last day of the Measurement Period most recently ended; and

(C)Excess Availability (1) at all times during the thirty (30) consecutive days immediately preceding the date of such proposed payment and the consummation of such Specified Transaction, calculated on a pro forma basis as if such proposed payment was made, and the Specified Transaction was consummated, on the first day of such period, and (2) immediately after giving effect to such proposed payment and Specified Transaction, in each case, is not less than $35,000,000.

“Payment in Full” or “Paid in Full” (or words of similar import) means with respect to any Obligations, (i) the payment or repayment in full in cash of all Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) any Bank Product Obligations that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to repaid or cash collateralized in the manner set forth in clauses (iii) and (iv) below), (ii) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing Collateralization, (iii) in the case of Bank Product Obligations (other than Bank Product Obligations arising from Hedging Agreements), providing Collateralization, (iv) in the case of Bank Product Obligations arising from Hedging Agreements, the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Obligations under Hedging Agreements provided by the applicable Bank Product Provider), and (v) all Commitments related to such Obligations have expired or been terminated.

“Payment Recipient” has the meaning specified in Section 11.14.

“PBGC” means the Pension Benefit Guaranty Corporation and any Person succeeding to the functions thereof.

“Pension Plan” means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA (other than a Multiemployer Plan) which a Borrower or any ERISA Affiliate sponsors or maintains, under which a Borrower or any ERISA Affiliate has any liability, whether fixed or contingent, or to which it is making or is obligated to make contributions, or, in the case of a multiple employer plan (as described in Section 4063 or 4064(a) of ERISA), has made contributions at any time during the immediately preceding six (6) plan years. For the avoidance of doubt, any Canadian Registered Pension Plan or Foreign Plan shall not be considered a Pension Plan for purposes of this Agreement.

“Pensions Regulator” means the body corporate called the Pensions Regulator established under Part 1 of the Pensions Act 2004 (UK).

“Periodic Term SOFR Determination Day” has the meaning specified therefor in the definition of “Term SOFR”.

-60-

“Permits” means all licenses, permits, franchises, consents, rights, privileges, certificates, authorizations, approvals, registrations and similar consents granted or issued by any Governmental Authority.

“Permitted Discretion” means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.

“Permitted Hedging Agreement” means a Hedging Agreement made by a Loan Party or its Subsidiary in the ordinary course of its business in accordance with the reasonable requirements of its business, and not for speculative purposes, and in any such case, if the counterparty to such Permitted Hedging Agreement is not a Lender or an Affiliate of a Lender, such Permitted Hedging Agreement shall be unsecured (except for Permitted Liens of the type described in clause (xi) of the definition thereof).

“Permitted Intercompany Cash Management Payments” means any Investment consisting of intercompany current liabilities in an amount not to exceed $6,000,000 at any time outstanding incurred in the ordinary course of business in connection with the cash management operations of the Loan Parties and their Subsidiaries.

“Permitted Intercompany Investments” means any Investment (x) made by (i) any Loan Party in any other Loan Party; provided that, if the Person making such Investment is a U.S. Loan Party or a Canadian Loan Party, the recipient of such Investment must be a U.S. Loan Party or a Canadian Loan Party, (ii) any Subsidiary of a Loan Party that is not a Loan Party in or to a Subsidiary of a Loan Party that is not a Loan Party, (iii) any Subsidiary of a Loan Party that is not a Loan Party in or to a Loan Party so long as the parties thereto are party to the Intercompany Subordination Agreement, and (iv) any Loan Party in or to a Subsidiary of a Loan Party that is not a Loan Party so long as (A) the Payment Conditions shall have been satisfied with respect thereto or (B) otherwise in an aggregate amount (when combined with any Investment made pursuant to Section 8.10(i)) not to exceed $10,000,000; provided, that, any such Investments made pursuant to this clause (iv) by any Loan Party in the form of intercompany loans shall be evidenced by notes that have been pledged (individually or pursuant to a global intercompany note) to the Agent and (y) that is a Permitted Intercompany Cash Management Payment.

“Permitted Investments” has the meaning specified in Section 8.10.

“Permitted Liens” means the following:

(i)Xxxxx created hereunder and by the Security Documents;

(xlii)Liens securing Indebtedness permitted by Section 8.1(c); provided that (A) such Liens shall be created substantially simultaneously with the acquisition of such assets or within ninety (90) days after the acquisition or the completion of the construction or improvements thereof, (B) such Liens do not at any time encumber any assets other than the assets financed by such Indebtedness, and (C) the principal amount of Indebtedness secured by any such Lien shall at no time exceed the cost of acquiring, constructing or improving such assets;

-61-

(xliii)Liens on any property or asset of the Borrowers or their Subsidiaries existing on the Amendment No. 3 Effective Date and set forth on Schedule 8.8 and any Lien granted as a replacement or substitute therefor; provided that any such replacement or substitute Lien (A) does not secure an aggregate principal amount of Indebtedness, if any, greater than that secured on the Amendment No. 3 Effective Date and (B) does not encumber any property in any material manner other than the property that secured such original Indebtedness (or would have been required to secure such original Indebtedness pursuant to the terms thereof);

(xliv)deposits of cash collateral in an amount not to exceed the face amount of the letters of credit listed on Schedule 8.1(s) and Liens thereon, to secure Indebtedness consisting of the letters of credit listed on Schedule 8.1(s) (as in effect on the Amendment No. 3 Effective Date) and reimbursement obligations in respect of such letters of credit;

(xlv)Liens for taxes, assessments and other governmental charges or levies not yet delinquent or that are being contested by a Borrower or the applicable Subsidiary in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP;

(xlvi)Xxxxx imposed by law, including landlord’s, carriers’, warehousemen’s. mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course of business securing obligations that are not overdue by more than thirty (30) days or that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP;

(xlvii)deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capitalized Lease Obligations), statutory obligations, surety and appeal bonds, performance and return of money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, and other obligations of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof) incurred by a Borrower or any of its Subsidiaries in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business;

(xlviii)(A) zoning restrictions, easements, encroachments, licenses, restrictions or covenants on the use of any Real Property which do not materially impair either the use of such Real Property in the operation of the business of the applicable Borrower or its Subsidiaries or the value of such Real Property or (B) any other permitted encumbrances described in the Mortgages;

(xlix)rights of general application reserved to or vested in any Governmental Authority to control or regulate any Real Property, or to use any Real Property in a manner which does not materially impair the use of such Real Property for the purposes for which it is held by a Borrower or any of its Subsidiaries;

-62-

(l)any interest or title of a lessor or sublessor under any leases or subleases entered into by a Borrower or any of its Subsidiaries in the ordinary course of business;

(li)(A) Liens on any demand deposit account, securities account, commodity account or other deposit account of any Loan Party held as cash collateral to secure Indebtedness permitted by (I) Section 8.1(d) in respect of Permitted Xxxxxx in an aggregate amount not to exceed $0 (as such amount may be increased after the Amendment No. 3 Effective Date with the consent of the Agent), (II) Section 8.1(j)(ii) in an aggregate amount not to exceed $3,000,000, and (B) rights of set-off, banker’s lien, netting agreements and other Liens arising by operation of law or by the terms of documents of banks or other financial institutions (including for the avoidance of doubt any general banking terms and conditions) in relation to the maintenance of administration of deposit accounts, securities accounts, cash management arrangements or in connection with the issuance of letters of credit, bank guarantees or other similar instruments and so long as such Liens do not secure borrowed money;

(lii)Liens arising under Term Loan Documents, subject to the Intercreditor Agreement;

(liii)pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

(liv)Xxxxx granted in the ordinary course of business on insurance policies and the proceeds thereof securing any financing of the premiums with respect thereto permitted under the terms of this Agreement;

(lv)Liens in favor of customs and revenue authorities arising as a matter of applicable law to secure payment of customs duties in connection with the importation of goods;

(lvi)Liens arising by reason of deposits with or giving of any form of security to any Governmental Authority as required by applicable law in the ordinary course of a Borrower or any of its Subsidiaries as a condition to the transaction of any business or the exercise of any privilege or license;

(lvii)Liens arising from precautionary UCC or PPSA financing statements that do not secure Indebtedness;

(lviii)the reservations, limitations, provisos and conditions, if any, expressed in any original grant from the Crown of any real property or any interest therein or any interest therein or in any comparable grant in jurisdictions other than Canada;

(lix)applicable municipal and other governmental restrictions, including municipal by-laws and regulations, affecting the use of land or the nature of any structures which may be erected thereon;

-63-

(lx)[reserved];

(lxi)Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods permitted hereunder entered into by the Borrower Agent or its Subsidiaries in the ordinary course of business;

(lxii)Liens arising from judgments, writs or warrants of attachment or similar process in circumstances not constituting an Event of Default under Section 10.1(g);

(lxiii)Liens on the property that is subject to any Sale and Leaseback Transaction entered into pursuant to Section 8.5(m);

(lxiv)Liens solely on the assets of Subsidiaries of the Borrower Agent that are not organized or incorporated under the laws of a Security Jurisdiction, in each case securing Indebtedness permitted by Section 8.1(o);

(lxv)Liens on assets securing Indebtedness permitted by Section 8.1(p) to the extent that the Total Leverage Ratio would be less than or equal to 2.00 to 1.00 on a pro forma basis immediately after giving effect to the incurrence of such Indebtedness; and

(lxvi)other Liens; provided that (A) the value (determined as the lesser of cost or market value) of the property covered thereby does not exceed, as to any single item of property or all items of property in the aggregate, $2,500,000 (provided that no more than $2,000,000 of such obligation shall be secured by ABL Priority Collateral) and (B) the Liens incurred pursuant to this clause (xxiv) do not secure debt for borrowed money.

The designation of a Lien as a Permitted Lien shall not limit or restrict the ability of the Agent to establish any Reserve relating thereto.

“Permitted Term Loan Refinancing Payment” means the repayment of any Incremental Delayed Draw Term Loans (as defined in the Term Loan Agreement as in effect on the Amendment No. 5 Effective Date) borrowed by the Borrower after the Amendment No. 5 Effective Date up to an aggregate outstanding principal amount of $10,000,000 at any time; provided that (i) the lenders under the Term Loan Agreement agree to increase the available Incremental Delayed Draw Term Loan Commitments (as defined in the Term Loan Agreement as in effect on the Amendment No. 5 Effective Date) on a dollar-for-dollar basis by the amount of each such repayment at the time such repayment is made, (ii) no Default exists or would result from such repayment and (iii) Excess Availability, calculated on a pro forma basis for such repayment, exceeds $7,500,000.

“Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, joint stock company, association, corporation, institution, entity, party or government (including any division, agency or department thereof) or any other legal entity, whether acting in an individual, fiduciary or other capacity, and, as applicable, the successors, heirs and assigns of each.

-64-

“Plan” means any employee benefit plan, other than a Canadian Registered Pension Plan or Foreign Plan, as defined in Section 3(3) of ERISA, maintained or contributed to by a Borrower or with respect to which a Borrower may incur liability (whether fixed or contingent) even if such plan is not covered by ERISA pursuant to Section 4(b)(4) thereof.

“Pledged Interests” means all of each Loan Party’s right, title and interest in and to all of the Equity Interests now owned or hereafter acquired by such Loan Party, regardless of class or designation, and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, also including any certificates representing the Equity Interests, the right to receive any certificates representing any of the Equity Interests, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and the right to receive all dividends, distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in kind, and all cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing.

“Pledged Interests Addendum” means a Pledged Interests Addendum to the Guaranty and Security Agreement, in form and substance reasonably satisfactory to the Agent.

“PPSA” means the Personal Property Security Act (Ontario), or any other applicable Canadian federal or provincial statute pertaining to the granting, perfecting, priority or making of security interests, liens, hypothecs on personal property, and any successor statutes, together with any regulations thereunder, in each case, as in effect from time to time, including, without limitation, the Civil Code of Quebec. References to sections of the PPSA shall be construed to also refer to any successor sections.

“Preliminary Business Plan” means a preliminary high-level business plan for the next fiscal year, which shall only consist of a consolidated profit and loss statement forecast.

“Prior ABL XX Xxxx Collateral” means the cash collateral posted by the Borrower Agent in respect of letters of credit outstanding on the Amendment No. 3 Effective Date and listed on Schedule 8.1(s).

“Pro Rata Share” means, with respect to any Lender at any time, such Lender’s (i) (a) Revolving Pro Rata Share, (b) Delayed Draw Pro Rata Share, (c) M&E Pro Rata Share, (d) RE-I Pro Rata Share, (e) RE-II Pro Rata Share or (f) MRE Pro Rata Share, as the context may require, or (ii) with respect to a Lender’s indemnification obligations arising under Section 11.6, a fraction (expressed as a percentage carried out to the ninth decimal place), the numerator of which is sum of the Aggregate Revolving Credit Outstandings, the Aggregate Delayed Draw Term Loan Outstandings and the Aggregate MRE Term Loan Outstandings and the denominator of which is the sum of such Lender’s (a) Revolving Pro Rata Share of the Aggregate Revolving Credit Outstandings, (b) Delayed Draw Pro Rata Share of the Aggregate Delayed Draw Term Loan Outstandings and (c) MRE Pro Rata Share of the Aggregate MRE Term Loan Outstandings.

“Prohibited Transaction” has the meaning specified in Section 6.1(v)(iv).

-65-

“Protected CFC” means (i) any “controlled foreign corporation” within the meaning of Section 957 of the Code all of whose United States shareholders as defined in Section 951(b) of the Code are treated as domestic “C-corporations” for federal income tax purposes that are eligible for the deduction under Section 245A of the Code with respect to dividends from such controlled foreign corporation and with respect to all exclusions under Sections 951(a)(i)(B) and 956 of the Code and (ii) each Canadian Loan Party, Dutch Loan Party and UK Loan Party.

“Protective Advance” has the meaning specified in Section 2.15.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. § 5390(c)(8)(D).

“QFC Credit Support” has the meaning specified therefor in Section 12.32 of this Agreement.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding Ten Million Dollars ($10,000,000) (or whatever greater or lesser sum as is then prescribed for such purposes under the Commodity Exchange Act) at the time that the relevant guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Real Property” means any real property owned or leased by a Loan Party or any Subsidiary of a Loan Party.

“Receivables” means all present and future accounts, including Accounts, book debts or similar obligations in the nature of Accounts and including, whether or not constituting “accounts”, any rights to payment for the sale or lease of goods or rendition of services.

“Recipient” means (i) the Agent, or (ii) any Lender or (iii) any Letter of Credit Issuer, as applicable.

“Recovery” has the meaning specified in Section 10.14.

“Recovery Plan” means: (i) the most recent recovery plan relating to the Furmanite International Limited Pension Plan agreed between Team Industrial Services (UK) Limited and the trustee of the Furmanite International Limited Pension Plan prior to the date of this Agreement (as amended or varied from time to time); and (ii) any recovery plan or schedule of contributions entered into between the trustee of the Furmanite International Limited Pension Plan and any employer (within the meaning set out in section 318 of the Pensions Act 2004 (UK) and regulations made thereunder) under that Furmanite International Limited Pension Plan, in accordance with sections 226 and 227 of the Pensions Act 2004 (UK) that is additional to, or replaces and supersedes, the recovery plan referred to in clause (i).

-66-

“Refinancing Indebtedness” means refinancings, renewals, or extensions of Indebtedness so long as (i) such refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, or extended, other than by the amount of premiums paid thereon, the fees and expenses incurred in connection therewith, any accrued and unpaid interest and by the amount of unfunded commitments with respect thereto, (ii) such refinancings, renewals, or extensions do not result in a shortening of the final stated maturity or the average weighted maturity (measured as of the refinancing, renewal, or extension) of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions that, taken as a whole, are materially adverse to the interests of the Lenders, (iii) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension must include subordination terms and conditions that are not less favorable to the Lenders as those that were applicable to the refinanced, renewed, or extended Indebtedness in any material respect, (iv) the Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended, (v) if the Indebtedness that is refinanced, renewed or extended was unsecured, such refinancing, renewal or extension shall be unsecured, and (vi) if the Indebtedness that is refinanced, renewed, or extended was secured (A) such refinancing, renewal, or extension shall be secured by substantially the same or less collateral as secured such refinanced, renewed or extended Indebtedness on terms no less favorable to the Agent or the Lenders and (B) the Liens securing such refinancing, renewal or extension shall not have a priority more senior than the Liens securing such Indebtedness that is refinanced, renewed or extended.

“Register” has the meaning specified in Section 12.7(d).

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching into the Environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing Hazardous Materials) and the migration through the Environment, including migration through the air, soil, surface water or groundwater.

“Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.

“Remedial Action” means all actions required to be taken under Environmental Law or by a Governmental Authority to (i) clean up, remove, remediate, treat, monitor, assess or evaluate Hazardous Materials in the Environment, (ii) prevent or minimize a release or threatened release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public or employee health or welfare or the Environment, (iii) restore or reclaim natural resources or the Environment, (iv) perform any pre-remedial environmental-related studies, investigations, or post-remedial environmental-related studies, investigations, operation and maintenance activities, or (v) conduct any other remedial actions with respect to Hazardous Materials required by Environmental Laws.

-67-

“Rent and Charges Reserve” means the aggregate of (i) all past due rent and other amounts owing by any Loan Party to any landlord, warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker or other Person who possess any Collateral or could assert a Lien on any Collateral; and (ii) a reserve equal to three (3) months’ rent and other charges that could be payable to any such Person, unless it has executed a Collateral Access Agreement.

“Replacement Letters of Credit” means the Letters of Credit established pursuant to this Agreement to replace the letters of credit outstanding on the Amendment No. 3 Effective Date and listed on Schedule 8.1(s).

“Reportable Event” means any of the events described in Section 4043 of ERISA and the regulations issued thereunder other than a reportable event for which the thirty-day notice requirement to the PBGC has been waived.

“Required Delayed Draw Term Lenders” means Delayed Draw Term Lenders having more than fifty percent (50.00%) of the sum of (i) all Delayed Draw Term Loans outstanding and (ii) to the extent not terminated or expired, all unutilized Delayed Draw Term Loan Commitments; provided that the Delayed Draw Term Loans and unutilized Delayed Draw Term Loan Commitments held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Delayed Draw Term Lenders.

“Required Lenders” means Lenders having more than fifty percent (50.00%) of the sum of (i) all Loans outstanding and (ii) to the extent not terminated or expired, all unutilized Commitments; provided that (A) the Loans and unutilized Commitments held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders; provided, further, that at any time there are two or more Lenders (who are not Affiliates of one another or Defaulting Lenders, and excluding for purposes of any such determination, any Affiliated Lenders), “Required Lenders” must include at least two Lenders (who are not Affiliates of one another) and (B) any determination of Required Lenders shall be subject to the limitations set forth in Section 12.7 with respect to Affiliated Lenders.

“Required MRE Term Lenders” means MRE Xxxx Xxxxxxx having more than fifty percent (50.00%) of all MRE Term Loans outstanding; provided that the MRE Term Loans held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required MRE Term Lenders.

“Required Revolving Credit Lenders” means Revolving Credit Lenders having more than fifty percent (50.00%) of the sum of (i) all Revolving Credit Loans outstanding and (ii) to the extent not terminated or expired, all unutilized Revolving Credit Commitments; provided that the Revolving Credit Loans and unutilized Revolving Credit Commitments held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Credit Lenders; provided, further, that at any time there are two or more Revolving Credit Lenders (who are not Affiliates of one another or Defaulting Lenders), “Required Revolving Credit Lenders” must include at least two Revolving Credit Lenders (who are not Affiliates of one another).

-68-

“Required Supermajority Revolving Credit Lenders” means Revolving Credit Lenders having more than sixty-six and two-thirds percent (66 2/3%) of the sum of all Revolving Credit Loans outstanding and unutilized Commitments; provided that the Revolving Credit Loans and unutilized Revolving Credit Commitments held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Supermajority Revolving Credit Lenders; provided, further, that at any time there are two or more Revolving Credit Lenders (who are not Affiliates of one another or Defaulting Lenders), “Required Supermajority Revolving Credit Lenders” must include at least two Revolving Credit Lenders (who are not Affiliates of one another).

“Requirement of Law” or “Requirements of Law” means (i) the Governing Documents, (ii) any law, treaty, rule, regulation, order or determination of an arbitrator, court or other Governmental Authority, or (iii) any franchise, license, lease, permit, certificate, authorization, qualification, easement, right of way, or other right or approval binding on a Loan Party or any of its property.

“Reserves” means the sum (without duplication) of (i) any Inventory Reserves; (ii) any Rent and Charges Reserves; (iii) any Bank Product Reserves; (iv) any Dilution Reserves; (v) reserves with respect to Canadian Priority Payables; (vi) reserves with respect to currency fluctuations; (vii) the Specified Litigation Reserve; (viii) any Specified Real Estate Reserves; and (ix) those other reserves that the Agent deems necessary or appropriate, in its Permitted Discretion, to establish and maintain, including (A) reserves with respect to sums that any Loan Party or its Subsidiaries are required to pay under this Agreement or any other Loan Document (such as Lender Group Expenses, taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay and including reserves with respect to amounts owing by any Loan Party to any Person to the extent secured by a Lien on, or trust over, or preferential claim by operation of law over, any of the Collateral including with respect to retention of title claims, and (B) if applicable, a reserve equal to any outstanding principal amount of the 2017 Senior Convertible Notes on and after the Maturity Reserve Trigger Date; provided that no such reserve shall be established or maintained on and after the Maturity Reserve Trigger Date so long as, at any time of determination, (x) the aggregate outstanding principal amount of the unutilized “Incremental Term Loan Commitments” and “Incremental Delayed Draw Term Loan Commitments” (each, under and as defined in the Term Loan Agreement) equals or exceeds the principal amount of the 2017 Senior Convertible Notes, and (y) no “Default” or “Event of Default” (under and as defined in the Term Loan Agreement) then exists, (C) reserves to reflect (1) events, conditions, contingencies or risks which affect or may reasonably be expected to affect (x) the Collateral or its value, or the enforceability, perfection or priority of the security interests and other rights of the Agent in the Collateral or (y) the assets or business of any Borrower or any Loan Party, (2) impediments to the Agent’s ability to realize upon the Collateral, (3) the Agent’s good faith concern that any Collateral report or financial information furnished by or on behalf of any Borrower or any Loan Party to the Agent is or may have been incomplete, inaccurate or misleading in any material respect, (4) any fact or circumstance which the Agent determines, in its Permitted Discretion, constitutes, or could reasonably be expected to constitute, a Default or Event of Default, or (5) past due Taxes. In no event shall the establishment of a Reserve in respect of a particular actual

-69-

or contingent liability obligate the Agent to make advances to pay such liability or otherwise obligate the Agent with respect thereto.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means, with respect to

(i)any Loan Party other than a Dutch Loan Party, the chairman, president, chief executive officer, chief financial officer, chief operating officer, vice president, secretary, treasurer or any other individual designated in writing to the Agent by an existing Responsible Officer of such Loan Party as an authorized signatory of any certificate or other document to be delivered hereunder; and

(lxvii)Dutch Loan Party, any director of that Loan Party authorized to represent that Loan Party or any other Person with express irrevocable authority to act on behalf of that Loan Party designated as such by the board of directors of that Loan Party.

“Restricted Accounts” means (i) any deposit account the funds in which shall be used solely to fund payroll and tax obligations of the Loan Parties in the ordinary course of business, (ii) any deposit account the funds in which shall be used solely to segregate 401(k) contributions or contributions to an employee stock purchase plan and other health and benefit plan, in each case in accordance with any applicable laws (collectively, “Segregated Benefit Plan Funds”), so long as all funds shall be deposited in such accounts in amounts not to exceed, in the reasonable and good faith determination of the Borrower Agent, all payment obligations in respect of such Segregated Benefit Plan Funds, (iii) any deposit account the funds in which consist solely of funds held by the Loan Parties on behalf of or in trust for the benefit of any third party that is not an Affiliate of the Loan Parties, (iv) any deposit account that is a zero balance account (and sweeps no less frequently than on each Business Day into a Restricted Account of the type in the preceding clauses (i) through (iii) or into a deposit account that is not a Restricted Account and is subject to a deposit account control agreement in favor of the Agent), (v) [reserved], (vi) any demand deposit account, securities account, commodity account or other deposit account of any Loan Party that is held as cash collateral to secure Indebtedness permitted by Section 8.1(d) or Section 8.1(j), and (vii) deposit accounts which hold less than $3,000,000 in the aggregate at any one time, which amounts are deposited in the ordinary course of business in connection with the cash management operations of the Loan Parties and their Subsidiaries.

“Restricted Payments” has the meaning specified in Section 8.9.

“RE-I Obligations” means and includes all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party or any Subsidiary arising under any Loan Document with respect to the RE-I Term Loan Commitments or any RE-I Term Loans (and including any RE-I Prepayment Premium), in each case, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising, and including interest and fees, expense reimbursement, indemnities and other charges that accrue on or after an Insolvency Event, whether or not such interest and fees, expense reimbursement,

-70-

indemnities and other charges are allowed or allowable following such Insolvency Event. Without limiting the generality of the foregoing, the RE-I Obligations include the obligation (including guarantee obligations) to pay principal, interest, Lender Group Expenses and other expenses, charges, fees, indemnities, and other amounts payable by (or chargeable to) any Loan Party or any of its Subsidiary that are payable to (or may be charged by) any RE-I Secured Party under the Loan Documents (including, in each case, any such amounts accruing on or after an Insolvency Event, whether or not such amounts are allowed or allowable following such Insolvency Event). For the avoidance of doubt, the RE-I Obligations shall not include any Excluded Swap Obligations.

“RE-I Prepayment Premium” means, in connection with any RE-I Prepayment Premium Trigger Event, (i) if such RE-I Prepayment Premium Trigger Event occurs after the Amendment No. 35 Effective Date but on or prior to August 11, 2024, oneSeptember 30, 2025, two percent (1.002.00%) of the aggregate amount of the RE-I Term Loans paid or prepaid (or required to be paid or prepaid) in connection with such RE-I Prepayment Premium Trigger Event, (ii) if such RE-I Prepayment Premium Trigger Event occurs after August 11, 2024September 30, 2025 but on or prior to August 11, 2025, one halfSeptember 30, 2026, three-quarters of one percent (0.50