HNI CORP

EX-10.1 · dp248223_ex1001.htm

EX-10.1
 2
 dp248223_ex1001.htm
 EXHIBIT 10.1

 Exhibit 10.1

 Execution Version

 AMENDMENT NO. 3 TO CREDIT AGREEMENT

 THIS AMENDMENT NO. 3 TO CREDIT
AGREEMENT (this “ Amendment ”) is made as of June 10, 2026, by and among HNI CORPORATION, an Iowa corporation (the “ Borrower ”),
the other Credit Parties party hereto with respect to Section 8 hereof, the 2026 Refinancing Term Lenders (as defined below), and
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “ Administrative Agent ”), under
that certain Credit Agreement, dated as of September 5, 2025, by and among the Borrower, certain Subsidiaries of the Borrower from time
to time party thereto, the lenders party thereto and the Administrative Agent (as amended, restated, supplemented or otherwise modified
from time to time, including by Amendment No. 1 to Credit Agreement, dated as of November 5, 2025, and Amendment No. 2 to Credit Agreement,
dated as of December 10, 2025, the “ Credit Agreement ”; the Credit Agreement as amended by this Amendment, the “ Amended
Credit Agreement ”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them
in the Amended Credit Agreement.

 WITNESSETH

 WHEREAS, the Borrower, the
Lenders party thereto and the Administrative Agent are parties to the Credit Agreement;

 WHEREAS, (i) subject to the
terms and conditions of the Credit Agreement, the Borrower desires to refinance all of the outstanding Initial Tranche B Term Loans (as
defined in the Credit Agreement as in effect immediately prior to the effectiveness of this Amendment, the “ Existing Term Loans ”)
with Refinancing Term Loans incurred pursuant to Section 2.23 of the Credit Agreement (the “ 2026 Refinancing Term Loans ”)
and (ii) pursuant to Section 2.23 of the Credit Agreement, the Borrower and the Administrative Agent desire to make such conforming modifications
to the Credit Agreement as are necessary to integrate such Refinancing Term Loans, as set forth in Exhibit A hereto;

 WHEREAS, each of Wells Fargo
Securities, LLC, JPMorgan Chase Bank, N.A. and U.S. Bank National Association (or, in each case, any of its affiliates as so designated
by it to act in such capacity) has been appointed and will act as a joint lead arranger and joint bookrunner for the 2026 Refinancing
Term Loans (collectively, in such capacities, the “ Amendment No. 3 Lead Arrangers ”);

 WHEREAS, each of U.S. Bank
National Association and TD Securities (USA) LLC (or, in each case, any of its affiliates as so designated by it to act in such capacity)
has been appointed and will act as a co-documentation agent for the 2026 Refinancing Term Loans (collectively, in such capacities, the
“ Amendment No. 3 Co-Documentation Agents ”);

 WHEREAS, immediately prior
to the Amendment No. 3 Effective Date, the Borrower is hereby notifying the Administrative Agent pursuant to Section 2.23 of the Credit
Agreement that it is requesting the establishment and Borrowing of Refinancing Term Loans in the aggregate principal amount specified
in the Borrowing Request delivered pursuant to Section 3(j) below to refinance all of the outstanding Existing Term Loans under the Credit
Agreement.

 NOW, THEREFORE, in consideration
of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto have agreed to the following:

 Section
1.
 2026 Refinancing Term Loans . (a) Each Lender holding an Existing Term Loan immediately prior
to the effectiveness of this Amendment that executes and delivers a Lender Consent (a “ Lender Consent ”) in the form
attached as Annex A hereto (each, an “ Amendment No. 3 Consenting

 Lender ”) hereby
agrees to (i) with respect to each Lender that selected the “Cashless Settlement Option”, convert the entire aggregate principal
amount of its Existing Term Loans (or such lesser principal amount as is notified to such Lender by the Administrative Agent) into 2026
Refinancing Term Loans of a like principal amount to such Existing Term Loans or (ii) with respect to each Lender that selects the “Post-Closing
Settlement Option”, have the entire aggregate principal amount of its Existing Term Loans (or such lesser principal amount as is
notified to such Lender by the Administrative Agent) prepaid on the Amendment No. 3 Effective Date and purchase by assignment an aggregate
principal amount of the 2026 Repricing Term Loans committed to separately by such Lender (or such lesser principal amount as is notified
to such Lender by the Administrative Agent) and (b) the Lender that executes and delivers a signature page to this Amendment in the capacity
of an “ Amendment No. 3 Additional Term Lender ” (in such capacity, the “ Amendment No. 3 Additional Term Lender ”
and collectively with the Amendment No. 3 Consenting Lenders, the “ 2026 Refinancing Term Lenders ”) has agreed to make
2026 Refinancing Term Loans equal to the percentage listed on Schedule A (the “ Amendment No. 3 Additional Term Commitment ”),
of an aggregate principal amount equal to $498,750,000 minus the aggregate principal amount of Existing Term Loans that are converted
into 2026 Refinancing Term Loans on the Amendment No. 3 Effective Date by the Amendment No. 3 Consenting Lenders as described in clause
(a)(i) above, in each case, the proceeds of which shall be applied, together with other immediately available funds, to refinance in full
the Existing Term Loans.

 Section
2.
 Amendments to the Credit Agreement . Subject to the satisfaction of the conditions precedent
set forth in Section 3 below,

 (a)
 the Credit Agreement is hereby amended to delete the red and green, stricken text (indicated textually
in the same manner as the following examples: stricken text and stricken
text ) therefrom and to add the blue and green, double-underlined text (indicated textually in the same manner as the following
examples: double-underlined text and double-underlined
text ), thereto, in each case, as set forth in the marked pages of the form of the Amended Credit Agreement attached as Exhibit
A hereto and made a part hereof for all purposes; and

 (b)
 Exhibit 2.1(e)(iii) to the Credit Agreement is hereby amended to delete the red and green, stricken
text (indicated textually in the same manner as the following examples: stricken text
and stricken text ) therefrom and to add the blue and green, double-underlined text
(indicated textually in the same manner as the following examples: double-underlined
text and double-underlined text ), thereto, in each case,
as set forth in the marked pages of the form of such Exhibit attached as Exhibit B hereto and made a part hereof for all purposes.

 Section
3.
 Amendment No. 3 Effective Date; Conditions Precedent . This Amendment shall become effective
on the date on which the following conditions have been satisfied or waived (the “ Amendment No. 3 Effective Date ”):

 (a)
 the Administrative Agent shall have received (x) executed signature pages to this Amendment from
the Borrower, each other Credit Party (solely for the purposes of Section 8 hereof) and the Amendment No. 3 Additional Term Lender
and (y) a Lender Consent executed by each Amendment No. 3 Consenting Lender;

 (b)
 the representations and warranties contained in Section 4 hereof shall be true and correct;

 (c)
 if any Credit Party qualifies as a “legal entity customer” under the Beneficial Ownership
Regulation and any Lender delivers a written request to such Credit Party at least ten (10) days prior to the Amendment No. 3 Effective
Date, then the Administrative Agent and the Lenders shall

 2

 have received at least three
(3) days prior to the Amendment No. 3 Effective Date, and be reasonably satisfied in form and substance with, a Beneficial Ownership Certification
in relation to such Credit Party;

 (d)
 upon the reasonable request of any Lender made in writing at least ten (10) days prior to the Amendment
No. 3 Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation
and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws, including,
without limitation, the PATRIOT Act, in each case at least three (3) days prior to the Amendment No. 3 Effective Date;

 (e)
 the Administrative Agent shall have received all fees and other amounts due and payable by the Borrower
on or prior to the Amendment No. 3 Effective Date, including, to the extent invoiced at least three (3) Business Days prior to the Amendment
No. 3 Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses incurred by the Administrative
Agent required to be reimbursed or paid by the Borrower hereunder;

 (f)
 the Administrative Agent shall have received, on behalf of itself and the 2026 Refinancing Term Lenders,
a favorable written opinion of (i) Davis Polk & Wardwell LLP, New York counsel for the Credit Parties, (ii) Dykema Gossett PLLC, California
counsel to the Credit Parties, (iii) Butzel Long, Michigan counsel for the Credit Parties, and (iv) Faegre Drinker Biddle & Reath
LLP, Delaware, Iowa, Indiana, Illinois and Minnesota counsel for the Credit Parties, in each case, covering such matters as the Administrative
Agent shall reasonably request;

 (g)
 the Administrative Agent shall have received such customary documents and certificates (i.e., a secretary’s
certificate and resolutions) as the Administrative Agent or its counsel may reasonably request relating to the organization, existence
and good standing of the Credit Parties, the authorization of the Amendment and any other customary legal matters relating to such Credit
Parties and the Credit Documents, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel; provided
that the Certificate of Existence of The Hon Company LLC, an Iowa limited liability company, issued by the Iowa Secretary of State shall
be delivered to the Administrative Agent on or prior to the date that is five (5) Business Days after the Amendment No. 3 Effective Date
(or such later date as the Administrative Agent may agree).

 (h)
 the Administrative Agent shall have received (i) a customary officer’s certificate from the
Borrower certifying that the conditions precedent contained in Section 3(b) hereof has been satisfied on the Amendment No. 3 Effective
Date and (ii) a Solvency Certificate;

 (i)
 the Administrative Agent shall have received an executed notice of prepayment in respect of all Existing
Term Loans (other than Existing Term Loans converted to 2026 Refinancing Term Loans on the Amendment No. 3 Effective Date); provided ,
that it is understood and agreed that the negotiation, execution and delivery of this Amendment shall constitute the applicable and required
notice hereunder and under the Credit Agreement with respect to such prepayment;

 (j)
 the Administrative Agent shall have received a duly executed Borrowing Request requesting a Borrowing
of 2026 Refinancing Term Loans; and

 (k)
 on the Amendment No. 3 Effective Date, the Administrative Agent shall have received payment of all
outstanding principal (other than in respect of Existing Term Loans converted to 2026 Refinancing Term Loans), interest and fees in connection
with the Existing Term Loans.

 Section
4.
 Representations and Warranties and Reaffirmations of the Borrower .

 3

 (a)
 The Borrower hereby represents and warrants that (i) this Amendment and the Credit Agreement as previously
executed and as modified hereby constitute legal, valid and binding obligations of the Borrower and are enforceable against the Borrower
in accordance with their terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law) and (ii) at the time of and immediately after giving
effect to this Amendment on the Amendment No. 3 Effective Date, no Default or Event of Default has occurred and is continuing.

 (b)
 The Borrower hereby represents and warrants that the representations and warranties made by it in
the Credit Agreement or in any other Credit Documents (other than Sections 3.5 and 3.19 of the Credit Agreement) or which are contained
in any certificate furnished under or in connection herewith or therewith are true and correct in all material respects (without duplication
of any materiality qualifiers set forth in such representations and warranties) on and as of the Amendment No. 3 Effective Date as if
made on and as of such date (except for those which expressly relate to an earlier date which shall be true and correct as of such date).

 (c)
 Upon the effectiveness of this Amendment, after giving effect thereto, the Borrower hereby (x) reaffirms
all covenants, representations and warranties made in the Credit Agreement as modified hereby and (y) agrees that all such covenants,
representations and warranties shall be deemed to have been remade as of the Amendment No. 3 Effective Date, except that any such covenant,
representation, or warranty that was made as of a specific date shall be considered reaffirmed only as of such date.

 Section
5.
 Reference to the Effect on the Credit Agreement .

 (a)
 On and after the Amendment No. 3 Effective Date, each reference to the Credit Agreement in the Amended
Credit Agreement (including any reference therein to “this Credit Agreement,” “this Agreement,” “hereunder,”
“hereof,” “herein” or words of like import referring thereto) or in any other Credit Document shall mean and be
a reference to the Amended Credit Agreement.

 (b)
 Except as specifically modified by clause (a) of this Section 5 , the Credit Agreement
and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect,
and are hereby ratified and confirmed.

 (c)
 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any
right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or
any other documents, instruments and agreements executed and/or delivered in connection therewith.

 (d)
 Upon satisfaction of the conditions precedent set forth in Section 3 hereof this Amendment
shall be binding upon all parties to the Credit Agreement.

 (e)
 Each of the parties hereto agrees and confirms that this Amendment shall not constitute a novation
and is not intended to constitute a novation of the Credit Agreement or any other Credit Document or the Obligations thereunder.

 (f)
 This Amendment shall constitute a Credit Document and a Refinancing Amendment.

 4

 Section
6.
 GOVERNING LAW; Waiver of Jury Trial; Jurisdiction . THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 10.14 and 10.17 of the Amended Credit Agreement are
incorporate herein by reference, mutatis mutandis .

 Section
7.
 Headings . Section headings in this Amendment are included herein for convenience of reference
only and shall not constitute a part of this Amendment for any other purpose.

 Section
8.
 Reaffirmation . Except as expressly set forth herein, each and every term, condition, obligation,
covenant and agreement contained in the Credit Agreement or any other Credit Document is hereby ratified and re-affirmed in all respects
and shall continue in full force and effect and each Credit Party reaffirms its obligations under the Credit Documents to which it is
party and the grant of its Liens on the Collateral made by it pursuant to the Collateral Documents. Without limiting the generality of
the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all
Obligations of the Credit Parties under the Credit Agreement and the other Credit Documents, in each case, as amended by this Amendment.

 Section
9.
 Counterparts . This Amendment may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single
contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mailed .pdf or any other electronic
means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart
of this Amendment. The words “execution,” “signed,” “signature,” and words of like import shall be
deemed to include electronic signatures 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-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.

 Section
10.
 Post-Closing Deliverable . The Borrower shall deliver to the Administrative Agent, the certificate
required to be delivered pursuant to the proviso to Section 3(g) of this Amendment in accordance with the terms thereof.

 [SIGNATURE PAGES FOLLOW]

 5

 IN WITNESS WHEREOF, this Amendment
has been duly executed as of the day and year first above written.

 HNI CORPORATION,
 as the Borrower

 By:
 /s/ Jack D. Herring

 Name:
 Jack D. Herring

 Title:
 Treasurer and Vice President, Finance

 HNI HOLDINGS

 HNI WORKPLACE FURNISHINGS LLC

 HEARTH & HOME TECHNOLOGIES LLC

 THE HON COMPANY LLC

 ALLSTEEL LLC

 KIMBALL INTERNATIONAL INC.

 KIMBALL FURNITURE GROUP, LLC

 KIMBALL INTERNATIONAL BRANDS, INC.

 KIMBALL HOSPITALITY, INC.

 STEELCASE INC.

 SMITH SYSTEM MANUFACTURING COMPANY

 RED THREAD SPACES LLC

 HALCON FURNITURE LLC

 AMQ SOLUTIONS, LLC

 THE DESIGN TEX GROUP INC.,

 each as a Subsidiary Guarantor

 By:
 /s/ Jack D. Herring

 Name:
 Jack D. Herring

 Title:
 Treasurer

 Signature Page to Amendment No. 3 to Credit Agreement

HNI Corporation

 WELLS FARGO BANK, NATIONAL ASSOCIATION , in its capacity as Administrative Agent and Amendment No. 3 Additional
 Term Lender
 as the Borrower

 By:
 /s/ Nathan R. Rantala

 Name:
 Nathan R. Rantala

 Title:
 Managing Director

 Signature Page to Amendment No. 3 to Credit Agreement

HNI Corporation

 Schedule A

 Amendment No. 3 Additional Term Lender
 Amendment No. 3 Additional Term Commitment

 Wells Fargo Bank, National Association
 100% 1

 1 On the Amendment No. 3 Effective Date, the amount of 2026 Refinancing Term Loans
underlying the Amendment No. 3 Additional Term Commitment was $48,929,893.43.

 ANNEX A

 LENDER SIGNATURE
PAGE TO AMENDMENT NO. 3 TO CREDIT AGREEMENT (THE “AMENDMENT”), RELATING TO THE CREDIT AGREEMENT, DATED AS OF SEPTEMBER
5, 2025, BY AND AMONG HNI CORPORATION, AS BORROWER, CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY THERETO, THE
LENDERS FROM TIME TO TIME PARTY THERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT (AS AMENDED, RESTATED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, INCLUDING BY AMENDMENT NO. 1 TO CREDIT AGREEMENT, DATED AS OF NOVEMBER 5,
2025, AND AMENDMENT NO. 2 TO CREDIT AGREEMENT, DATED AS OF DECEMBER 10, 2025, THE “CREDIT AGREEMENT”). CAPITALIZED TERMS
USED BUT NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM IN THE CREDIT AGREEMENT OR THE AMENDMENT, AS
APPLICABLE.

 Existing Lenders of Initial Tranche B Term
Loans

 The undersigned Lender hereby irrevocably
and unconditionally approves the Amendment and consents as follows (check ONE option):

 Cashless Settlement Option

 ☐ to convert 100% of the outstanding principal amount of the Initial Tranche B Term Loans held by such
Lender (or such lesser amount as notified to the undersigned by the Administrative Agent prior to the Amendment No. 3 Effective Date)
into 2026 Refinancing Term Loans in a like principal amount.

 Post-Closing Settlement Option

 ☐ to have 100% of the outstanding principal amount of the Initial Tranche B Term Loans held by such Lender
prepaid on the Amendment No. 3 Effective Date and purchase by assignment a principal amount of 2026 Repricing Term Loans committed to
separately by the undersigned (or such lesser amount as notified and allocated to the undersigned by the Administrative Agent, as determined
by the Borrower and the Administrative Agent in their sole discretion).

 [SIGNATURE PAGE
FOLLOWS]

 IN WITNESS WHEREOF, the undersigned
has caused this Lender Consent to be executed and delivered by a duly authorized officer.

 [NAME OF INSTITUTION]

 By:

 Name:

 Title:

 If a second signature is necessary:

 By:

 Name:

 Title:

 Name of Fund Manager (if any): ________________________

 Exhibit A

 Amended Credit Agreement

 [Attached]

 Exhibit A to Amendment No. 2 3

 Published CUSIP
Number:

Revolving Credit CUSIP Number:

 CREDIT AGREEMENT

 Dated as of September 5, 2025 ,

 as
amended by Amendment No. 1 to Credit Agreement, dated as of November
5, 2025, Amendment No. 2 to Credit Agreement, dated as of December 10, 2025, and Amendment No. 3 to Credit Agreement, dated as of June
10, 2026,

 among

 HNI CORPORATION,

as Borrower,

 CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWER FROM
TIME TO TIME PARTY HERETO,

as Subsidiary Guarantors

 THE LENDERS PARTIES HERETO

 and

 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent

 JPMORGAN CHASE BANK, N.A., as Syndication Agent

 U.S. BANK NATIONAL ASSOCIATION, TRUIST BANK, TD
BANK, N.A. and BOFA SECURITIES, INC.

as Co-Documentation Agents for the Revolving Facility and the Initial Tranche A Facility

 U.S. BANK NATIONAL ASSOCIATION, TRUIST SECURITIES,
INC. and TD SECURITIES (USA) LLC

as Co-Documentation Agents for the Initial Tranche B Facility

 JPMORGAN CHASE BANK, N.A., WELLS FARGO SECURITIES,
LLC

and U.S. BANK NATIONAL ASSOCIATION,

as Joint Lead Arrangers for the Initial Tranche B Facility ,

 WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK,
N.A., U.S. BANK NATIONAL ASSOCIATION and BOFA SECURITIES, INC.

as Joint Lead Arrangers for the Revolving Facility and the Initial Tranche A Facility ,

 JPMORGAN CHASE BANK, N.A. and WELLS FARGO SECURITIES,
LLC

as Joint Lead Bookrunners for the Initial Tranche B Facility ,

 and

 WELLS FARGO SECURITIES, LLC and JPMORGAN CHASE
BANK, N.A.

as Joint Lead Bookrunners for the Revolving Facility and the Initial Tranche A Facility

 TABLE OF CONTENTS

 Page

 SECTION 1

 Definitions

 1

 1.1. Definitions.
 1

 1.2. Computation of Time Periods, Etc.
 54

 1.3. Accounting Terms; Pro Forma Calculations.
 54

 1.4. Exchange Rates; Currency Equivalents.
 56

 1.5. Redenomination of Certain Foreign Currencies and Computation of Dollar Amounts.
 56

 1.6. Execution of Documents.
 56

 1.7. Rates.
 56

 1.8. Divisions.
 57

 1.9. Limited Condition Transactions
 57

 SECTION 2

 Credit Facilities

 58

 2.1. Loans.
 58

 2.2. Swingline Loan Subfacility.
 61

 2.3. Letter of Credit Subfacility.
 63

 2.4. Provisions Related to Extended Revolving Commitments .
 66

 2.5. Default Rate.
 67

 2.6. Extension and Conversion.
 67

 2.7. Prepayments.
 67

 2.8. Termination and Reduction of Commitments
 73

 2.9. Fees .
 73

 2.10. Computation of Interest and Fees.
 74

 2.11. Pro Rata Treatment and Payments.
 75

 2.12. Non-Receipt of Funds by the Administrative Agent.
 77

 2.13. Inability to Determine Interest Rate.
 78

 2.14. Illegality.
 81

 2.15. Change in Law.
 82

 2.16. Indemnity.
 83

 2.17. Taxes.
 83

 2.18. Indemnification; Nature of Issuing Lender’s Duties.
 87

 2.19. Mitigation Obligations; Replacement of Lenders.
 88

 2.20. Cash Collateral.
 88

 2.21. Defaulting Lenders.
 89

 2.22. Incremental Credit Extensions.
 92

 2.23. Refinancing Amendments .
 96

 2.24. Extension of Term Loans; Extension of Revolving Loans.
 100

 2.25. Loan Repurchases.
 104

 SECTION 3

 REPRESENTATIONS AND WARRANTIES

 105

 3.1. Financial Statements.
 105

 vi

 3.2. Organization; Existence; Patriot Act Information.
 106

 3.3. Authorization; Power; Enforceable Obligations.
 106

 3.4. Consent: Government Authorizations.
 106

 3.5. No Material Litigation.
 107

 3.6. Taxes.
 107

 3.7. ERISA.
 107

 3.8. Governmental Regulations, Anti-Terrorism Laws; Etc.
 108

 3.9. Subsidiaries.
 109

 3.10. Use of Proceeds.
 110

 3.11. Contractual Obligations; Compliance with Laws; No Conflicts.
 110

 3.12. Accuracy and Completeness of Information.
 111

 3.13. Environmental Matters.
 111

 3.14. No Burdensome Restrictions.
 112

 3.15. Title to Property.
 112

 3.16. Insurance.
 112

 3.17. Licenses and Permits.
 112

 3.18. Labor Matters.
 112

 3.19. No Material Adverse Effect.
 112

 3.20. Solvency.
 112

 3.21. Authorized Officer.
 113

 3.22. Security Interests in Collateral .
 113

 SECTION 4

 CONDITIONS

 113

 4.1. Conditions to Effective Date.
 113

 4.2. Conditions to All Extensions of Credit.
 115

 4.3. Conditions to Closing Date.
 115

 SECTION 5

 AFFIRMATIVE COVENANTS

 119

 5.1. Financial Statements.
 119

 5.2. Certificates; Other Information.
 120

 5.3. Notices.
 121

 5.4. Maintenance of Existence: Compliance with Laws; Contractual Obligations.
 122

 5.5. Maintenance of Property; Insurance.
 122

 5.6. Inspection of Property; Books and Records; Discussions.
 123

 5.7. Use of Proceeds.
 123

 5.8. Covenant to Guarantee Obligations and Give Security.
 123

 5.9. Transactions with Affiliates.
 124

 5.10. Payment of Obligations.
 125

 5.11. Environmental Laws.
 125

 5.12. Beneficial Ownership; Information.
 125

 5.13. Maintenance of Ratings.
 126

 5.14. Lender Calls .
 126

 5.15. Further Assurances; Additional Security .
 126

 vii

 SECTION 6

 Negative Covenants

 126

 6.1. Indebtedness.
 127

 6.2. Liens.
 128

 6.3. Nature of Business.
 129

 6.4. Mergers and Sales of Assets
 129

 6.5. Advances, Investments and Loans.
 131

 6.6. [Reserved].
 133

 6.7. Fiscal Year; Organizational Documents.
 133

 6.8. Limitation on Restricted Actions; No Further Negative Pledges.
 133

 6.9. Restricted Payments.
 134

 6.10. Subordinated Indebtedness and Amendments to Subordinated Indebtedness Documents.
 134

 6.11. Financial Covenants.
 135

 SECTION 7

 Events of Default

 136

 7.1. Events of Default.
 136

 7.2. Acceleration; Remedies.
 138

 7.3. Rescission of Acceleration.
 138

 SECTION 8

 Agency Provisions

 139

 8.1. Appointment and Authority.
 139

 8.2. Nature of Duties.
 139

 8.3. Exculpatory Provisions.
 140

 8.4. Reliance by Administrative Agent.
 141

 8.5. Notice of Default.
 141

 8.6. Non-Reliance on Administrative Agent and Other Lenders.
 141

 8.7. Indemnification.
 142

 8.8. Administrative Agent in Its Individual Capacity.
 142

 8.9. Successor Administrative Agent.
 142

 8.10. Releases of Subsidiary Guarantors and Collateral.
 144

 8.11. Appointment for Perfection .
 145

 8.12. Collateral Matters.
 145

 8.13. Credit Bidding .
 146

 8.14. Bank Products.
 147

 8.15. Erroneous Payments.
 148

 SECTION 9

 GUARANTY

 149

 9.1. The Guaranty.
 149

 9.2. Bankruptcy.
 150

 9.3. Nature of Liability.
 150

 9.4. Independent Obligation.
 150

 9.5. Authorization.
 151

 9.6. Reliance.
 151

 viii

 9.7. Waiver.
 151

 9.8. Limitation on Enforcement.
 152

 9.9. Confirmation of Payment.
 152

 9.10. Keepwell.
 152

 SECTION 10

 MISCELLANEOUS

 153

 10.1. Amendments and Waivers.
 153

 10.2. Notices.
 157

 10.3. No Waiver; Cumulative Remedies.
 159

 10.4. Survival of Representations and Warranties.
 159

 10.5. Payment of Expenses.
 159

 10.6. Successors and Assigns; Participations; Purchasing Lenders.
 161

 10.7. Adjustments; Set-off.
 166

 10.8. Table of Contents and Section Headings.
 167

 10.9. Counterparts; Effectiveness: Electronic Execution.
 167

 10.10. Judgment Currency.
 167

 10.11. Severability.
 168

 10.12. Integration.
 168

 10.13. GOVERNING LAW.
 168

 10.14. Consent to Jurisdiction and Service of Process.
 168

 10.15. Confidentiality; Non-Public Information.
 169

 10.16. Acknowledgments.
 170

 10.17. Waivers of Jury Trial.
 170

 10.18. Patriot Act Notice.
 170

 10.19. Resolution of Drafting Ambiguities.
 171

 10.20. Press Releases and Related Matters.
 171

 10.21. Appointment of Borrower.
 171

 10.22. No Advisory or Fiduciary Responsibility.
 171

 10.23. Responsible Officers and Authorized Officers.
 172

 10.24. Reversal of Payments.
 172

 10.25. [Reserved].
 173

 10.26. Acknowledgement and Consent to Bail-In of Affected Financial Institutions.
 173

 10.27. Certain ERISA Matters.
 173

 10.28. QFC Stay Provisions.
 174

 ix

 SCHEDULES

 Schedule ‎ 3.2
 Patriot Act Information

 Schedule ‎ 3.9
 Subsidiaries

 Schedule ‎ 3.16
 Insurance

 Schedule ‎ 3.21
 Authorized Officers

 Schedule ‎ 6.1
 Indebtedness

 Schedule ‎ 6.1(n)
 Liens

 EXHIBITS

 Exhibit ‎ 1.1A
 Existing Letters of Credit

 Exhibit ‎ 1.1B
 Form of Bank Product Provider Notice

 Exhibit 1.1C
 Form of Security Agreement

 Exhibit 1.1D
 Form of First Lien Intercreditor Agreement

 Exhibit ‎ 2.1(a)
 Lenders and Commitments

 Exhibit ‎ 2.1(b)(i)
 Form of Notice of Borrowing

 Exhibit 2.1(e)(i)
 Form of Revolving Note

 Exhibit 2.1(e)(ii)
 Form of Initial Tranche A Term Loan Note

 Exhibit 2.1(e)(iii)
 Form of Initial
Tranche B 2026 Refinancing Term Loan Note

 Exhibit ‎ 2.2(e)
 Form of Swingline Note

 Exhibit ‎ 2.6
 Form of Notice of Extension/Conversion

 Exhibit ‎ 2.17(1-4)
 Form of U.S. Tax Compliance Certificate

 Exhibit ‎ 4.3(d)(v)
 Form of Perfection Certificate

 Exhibit ‎ 4.3(h)
 Form of Solvency Certificate

 Exhibit ‎ 5.2(b)
 Form of Officer’s Compliance Certificate

 Exhibit ‎ 5.8
 Form of Joinder Agreement

 Exhibit ‎ 10.6
 Form of Assignment and Assumption

 x

 CREDIT AGREEMENT

 THIS CREDIT AGREEMENT ,
dated as of September 5, 2025 (as amended, modified, extended, restated, replaced or supplemented from time to time, including
by that certain Amendment No. 1 to Credit Agreement, dated as of November 5, 2025, that certain Amendment No. 2 to Credit Agreement,
dated as of December 10, 2025, and that certain Amendment No. 3 to Credit Agreement, dated as of June 10, 2026 , the “ Agreement ”),
is by and among HNI Corporation, an Iowa corporation (the “ Borrower ”), those Domestic Subsidiaries of the Borrower
identified as “Subsidiary Guarantors” on the signature pages hereto and such other Domestic Subsidiaries of the Borrower
as may from time to time become a party hereto, the lenders named herein and such other lenders as may become a party hereto (collectively,
the “ Lenders ” and individually, a “ Lender ”) and Wells Fargo Bank, National Association, as Administrative
Agent for the Lenders (in such capacity, the “ Administrative Agent ”).

 WITNESSETH

 WHEREAS , the Borrower
has requested that the Lenders commit to provide (x) a $425,000,000 senior secured revolving credit facility, (y) a $500,000,000 senior
secured term loan A facility and (z) subject to Section‎ 10.1(j) , a senior secured term loan B facility, in each case, on
the Closing Date, for the purposes hereinafter set forth; and

 WHEREAS , the Lenders
have agreed to make the requested credit facilities available to the Borrower on the Closing Date, on the terms and conditions hereinafter
set forth.

 NOW, THEREFORE, IN CONSIDERATION
 of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:

 SECTION
1

Definitions

 1.1.
 Definitions.

 As used in this Agreement,
the following terms shall have the meanings specified below unless the context otherwise requires:

 “ 2026
Refinancing Term Loan Commitment ” means, collectively, the Amendment No. 3 Additional Term Commitment and the commitment of
each Amendment No. 3 Consenting Lender by its execution of a Lender Consent (as defined in Amendment No. 3) to convert its Amendment
No. 3 Converted Term Loans into 2026 Refinancing Term Loans. On the Amendment No. 3 Effective Date, the 2026 Refinancing Term Loan Commitment
equals $498,750,000.

 “ 2026
Refinancing Term Facility ” means the aggregate amount of the 2026 Refinancing Term Loan Commitments and the 2026 Refinancing
Term Loans made thereunder.

 “ 2026
Refinancing Term Lenders ” has the meaning set forth in Amendment No. 3.

 “ 2026
Refinancing Term Loans ” has the meaning set forth in Amendment No. 3.

 “ Acquisition ”
means the acquisition of certain equity interests and assets as contemplated by the Acquisition Agreement.

 “ Acquisition Agreement ”
means that certain Agreement and Plan of Merger, dated as of August 3, 2025, by and among the Borrower, Geranium Merger Sub 1, Inc., a
Michigan corporation and a direct wholly owned subsidiary of the Borrower, Geranium Merger Sub II, LLC, a Michigan limited liability company
and a direct wholly owned subsidiary of the Borrower (together with the subsidiaries of Steelcase, the “ Surviving Entity ”)
and Steelcase, Inc., a Michigan corporation (together with its subsidiaries, “ Steelcase ”).

 “ Acquisition Documents ”
means the Acquisition Agreement and all material documents and agreements related thereto or expressly contemplated thereby.

 “ Acquisition Termination
Date ” means the date that is the earlier of (a) the date on which Administrative Agent receives written notice of the termination
or expiration of the Acquisition Agreement prior to the closing of the Acquisition; provided that the Borrower shall provide prompt
written notice of the same and a public statement announcing the same shall constitute notice, (b) the closing of the Acquisition without
the use of the Initial Term Loan Facilities and (c) 5:00 p.m. Chicago, Illinois time on the fifth business day following the “Termination
Date” (as defined in the Acquisition Agreement as in effect on August 3, 2025 and determined after giving effect to any extensions
thereto as set forth in the first proviso to Section 7.1(b)(i) of the Acquisition Agreement as in effect on such date) unless the Closing
Date has occurred on or before such date.

 “ Additional Lender ”
means any Person that is not an existing Lender and has agreed to provide Incremental Commitments pursuant to Section‎ 2.22
or Refinancing Commitments pursuant to Section‎ 2.23 .

 “ Administrative Agent ”
has the meaning set forth in the first paragraph hereof, together with any successors or assigns.

 “ Administrative Agent
Fee Letter ” means that certain letter agreement, dated as of September 5, 2025, among the Administrative Agent and the Borrower,
as amended, modified, supplemented or replaced from time to time.

 “ Administrative Questionnaire ”
means an administrative questionnaire in a form supplied by the Administrative Agent.

 “ Affected Financial
Institution ” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

 “ Affiliate ”
means as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control
with, such Person. For purposes of this definition, a Person shall be deemed to be “controlled by” a Person if such Person
possesses, directly or indirectly, power either (a) to vote 10% or more of the securities having ordinary voting power for the election
of directors of such Person or (b) to direct or cause the direction of the management and policies of such Person whether by contract
or otherwise.

 “ Aggregate Revolving
Committed Amount ” means the aggregate amount of Revolving Commitments in effect from time to time, being as of the Effective
Date FOUR HUNDRED AND TWENTY-FIVE MILLION DOLLARS ($425,000,000) (as such amount may be increased as provided in Section‎
2.22 or reduced as provided in Section‎ 2.8 from time to time).

 “ Alternate Base Rate ”
means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in
effect on such day plus 0.50% and (c) the sum of (i) Term SOFR for an Interest Period of one (1) month commencing on such day (the
“ One-Month Term

 2

 SOFR Rate”) plus (ii) 1.00%, in each
instance as of such date of determination. For purposes hereof: “ Prime Rate ” means, at any time, the rate of interest
per annum publicly announced or otherwise identified from time to time by Wells Fargo at its principal office as its prime rate. Each
change in the Prime Rate shall be effective as of the opening of business on the day such change in the Prime Rate occurs. The parties
hereto acknowledge that the rate announced publicly by Wells Fargo as its Prime Rate is an index or base rate and shall not necessarily
be its lowest or best rate charged to its customers or other banks; and “ Federal Funds Rate ” means, for any day, the
weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds
brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published
on the next succeeding Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent
from three federal funds brokers of recognized standing selected by it; provided that if the Federal Funds Rate shall be less than
0.00%, such rate shall be deemed to be 0.00% for purposes of this Agreement. If for any reason the Administrative Agent shall have reasonably
determined (which determination shall be conclusive in the absence of manifest error) that it is unable after due inquiry to ascertain
the Federal Funds Rate, for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations
in accordance with the terms above, the Alternate Base Rate shall be determined without regard to clause (b) of this definition until
the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Federal
Funds Rate, the Prime Rate or One-Month Term SOFR Rate will become effective on the effective date of such change in the Federal Funds
Rate, the Prime Rate or One-Month Term SOFR Rate, respectively. Notwithstanding the foregoing, if the Alternate Base Rate shall be less
than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.

 “ Alternate Base Rate
Loans ” means Loans that bear interest at an interest rate based on the Alternate Base Rate.

 “ Amendment No. 1 ”
means that certain Amendment No. 1 to Credit Agreement, dated as of November 5, 2025, by and among the Borrower, the Lenders party thereto
and the Administrative Agent.

 “ Amendment No. 2 ”
means that certain Amendment No. 2 to Credit Agreement, dated as of December 10, 2025, by and among the Borrower, each Initial Tranche
B Term Lender party thereto and the Administrative Agent.

 “ Amendment
No. 2 Effective Date ” means December 10, 2025.

 “ Amendment
No. 3 ” means that certain Amendment No. 3 to Credit Agreement, dated as of June 10, 2026, by and among the Borrower, the other
Credit Parties party thereto, the Amendment No. 3 Additional Term Lender, the Amendment No. 3 Consenting Lenders and the Administrative
Agent.

 “ Amendment
No. 3 Additional Term Commitment ” has the meaning set forth in Amendment No. 3.

 “ Amendment
No. 3 Additional Term Lender ” has the meaning set forth in Amendment No. 3.

 “ Amendment
No. 3 Consenting Lender ” has the meaning set forth in Amendment No. 3.

 “ Amendment
No. 3 Converted Term Loan ” means each Existing Term Loan held by an Amendment No. 3 Consenting Lender on the Amendment No.
3 Effective Date that has indicated on its Lender Consent that it is requesting to have the entire aggregate principal amount of its
Existing Term Loans converted to 2026 Refinancing Term Loans (or, if less than the entire aggregate principal amount,

 3

 the
amount of such Amendment No. 3 Consenting Lender’s Existing Term Loan notified to such Lender by the Administrative Agent as such
Lender’s Amendment No. 3 Converted Term Loans).

 “ Amendment
No. 3 Effective Date ” means June 10, 2026.

 “ Amendment
No. 3 Lead Arrangers ” has the meaning set forth in Amendment No. 3.

 “ Amendment
No. 3 Co-Documentation Agents ” has the meaning set forth in Amendment No. 3.

 “ Anti-Corruption
Laws ” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to
time concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of
1977 and the rules and regulations thereunder and the U.K. Bribery Act 2010 and the rules and regulations thereunder.

 “ Anti-Money Laundering
Laws ” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules applicable
to a Credit Party, its Subsidiaries or Affiliates related to terrorism financing or money laundering, including any applicable provision
of the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C.
§§ 5311-5314, 5316-5336 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

 “ Applicable
Hold ” means, for each Lender, (a) with respect to Revolving Loans, Swingline Loans or LC Obligations, (i) if its Revolving
Commitment is in existence at such time, the percentage equal to a fraction (expressed as a decimal) the numerator of which is the
Revolving Commitment of such Lender at such time and the denominator of which is the Aggregate Revolving Committed Amount at such
time and (ii) if its Revolving Commitment is not in existence at such time, the percentage equal to a fraction (expressed as a
decimal) the numerator of which is the Revolving Committed Funded Exposure of such Lender at such time and the denominator of which
is the Revolving Committed Funded Exposure of all Revolving Lenders; provided that, in the case of Section‎
10.10 when a Defaulting Lender shall exist, any such Defaulting Lender’s Revolving Commitment or Revolving Committed
Funded Exposure, as applicable, shall be disregarded in such calculation, (b) with respect to the Initial Tranche A Term
Loans, (i) before the Closing Date, a percentage equal to a fraction the numerator of which is such Lender’s
Initial Tranche A Term Commitments and the denominator of which is the Initial Tranche A Term Commitments of all Initial Tranche A
Term Lenders and (ii) on or after the Closing Date, a percentage equal to a fraction the numerator of which is such Lender’s
outstanding principal amount of the Initial Tranche A Term Loans and the denominator of which is the outstanding principal amount of
the Initial Tranche A Term Loans of all Initial Tranche A Term Lenders, (c) prior
to the Amendment No. 3 Effective Date, with respect to the Initial Tranche B Term Loans, (i) before the Closing Date, a
percentage equal to a fraction the numerator of which is such Lender’s Initial Tranche B Term Commitments and the denominator
of which is the Initial Tranche B Term Commitments of all Initial Tranche B Term Lenders and (ii) on or after the Closing Date, a
percentage equal to a fraction the numerator of which is such Lender’s outstanding principal amount of the Initial Tranche B
Term Loans and the denominator of which is the outstanding principal amount of the Initial Tranche B Term Loans of all Initial
Tranche B Term Lenders, and (d) on and after the Amendment No. 3 Effective Date, with respect to the 2026 Refinancing Term Loans, a percentage equal to a fraction
the numerator of which is such Lender’s outstanding principal amount of the 2026 Refinancing Term Loans and the denominator of
which is the outstanding principal amount of the 2026 Refinancing Term Loans of all 2026 Refinancing Term Lenders and (e)
with respect to Term Loans, (i) before the Closing Date, a percentage equal to a fraction the numerator of which is such
Lender’s Initial Term Commitments and the denominator of which is the Initial Term Commitments of all Initial Term Lenders and
(ii) on or after the Closing Date, a percentage equal to a fraction the numerator of which is such Lender’s outstanding
principal amount of the Term Loans and the denominator of which is the outstanding principal amount of the Term

 4

 Loans of all Term Lenders. The initial Applicable
Hold of each Lender as of the Amendment No. 2 Effective Date is set
out on Exhibit‎ 2.1(a) .

 “ Applicable Percentage ”
means, for any day:

 (a) with respect to Initial
Tranche B 2026 Refinancing Term Loans, (i) 2.00 1.75 %
per annum in the case of SOFR Loans or (ii) 1.00 0.75 %
per annum in the case Alternate Base Rate Loans; and

 (b) with respect to Revolving
Loans and Initial Tranche A Term Loans, the rate per annum set forth below opposite the applicable level then in effect, it being understood
that the Applicable Percentage for (i) Alternate Base Rate Loans shall be the percentage set forth under the column “Alternate Base
Rate Margin for Revolving Loans and Initial Tranche A Term Loans” (ii) SOFR Loans shall be the percentage set forth under the column
“Term SOFR and RFR Margin for Revolving Loans, Initial Tranche A Term Loans and Letter of Credit Fee,” (iii) Swingline Loans
that are Daily Simple RFR Loans shall be the percentage set forth under the column “Term SOFR and RFR Margin for Revolving Loans
and Letter of Credit Fee,” (iv) the Letter of Credit Fee shall be the percentage set forth under the column “Term SOFR and
RFR Margin for Revolving Loans and Letter of Credit Fee,” and (v) the Commitment Fee shall be the percentage set forth under the
column “Commitment Fee”:

 Applicable Percentage

 Level
 Net Leverage Ratio
 Alternate Base Rate Margin for Revolving Loans and Initial Tranche A Term Loans
 Term SOFR and RFR Margin for Revolving Loans, Initial Tranche A Term Loans and Letter of Credit Fees
 Commitment Fee

 I

 ≤ 1.50 to 1.00 but

 > 1.00 to 1.00

 0.25%
 1.25%
 0.125%

 II

 ≤ 2.00 to 1.00 but

 > 1.50 to 1.00

 0.375%
 1.375%
 0.15%

 III

 ≤ 2.50 to 1.00 but

 > 2.00 to 1.00

 0.50%
 1.50%
 0.175%

 IV

 ≤ 3.00 to 1.00 but

 > 2.50 to 1.00

 0.625%
 1.625%
 0.20%

 V
 > 3.00 to 1.00
 0.875%
 1.875%
 0.25%

 The Applicable Percentage
shall, in each case, be determined and adjusted quarterly on the date five (5) Business Days after the date on which the Administrative
Agent has received from the Borrower the quarterly financial information (in the case of the first three fiscal quarters of the Borrower’s
fiscal year), the annual financial information (in the case of the fourth fiscal quarter of the Borrower’s fiscal year) and the
certifications required to be delivered to the Administrative Agent and the Lenders in accordance with the provisions of Sections‎
5.1(a) , ‎ 5.1(b) and‎ 5.2(b ) (each an “ Interest Determination Date ”). Such Applicable
Percentage shall be effective from such Interest Determination Date until the next such Interest Determination Date. After the Closing
Date, if the Credit Parties shall fail to provide the financial information or certifications in accordance with the provisions of Sections‎
5.1(a) ,‎ 5.1(b) and‎ 5.2(b ), the Applicable Percentage shall, on the date five (5) Business Days after the
date by which the Credit Parties were so required to provide such financial information or certifications to the Administrative Agent
and the Lenders, be based on Level V until such time as such information or certifications or corrected information or corrected certificates
are provided, whereupon the Level shall be determined by the then current Net

 5

 Leverage Ratio. Notwithstanding the foregoing,
the initial Applicable Percentages shall be set with pricing set forth in Level III until the next succeeding Interest Determination Date
following the Closing Date, at which time the Applicable Percentage shall be subject to adjustment in accordance with the foregoing terms
of this paragraph. In the event that any financial statement or certification delivered pursuant to Sections ‎ 5.1 or‎
5.2 is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered),
and such inaccuracy, if corrected, would have led to the application of a higher Applicable Percentage for any period (an “ Applicable
Period ”) than the Applicable Percentage applied for such Applicable Period, the Borrower shall immediately (a) deliver to the
Administrative Agent a corrected compliance certificate for such Applicable Period, (b) determine the Applicable Percentage for such Applicable
Period based upon the corrected compliance certificate, and (c) immediately pay to the Administrative Agent for the benefit of the Lenders
the accrued additional interest and other fees owing as a result of such increased Applicable Percentage for such Applicable Period, which
payment shall be promptly distributed by the Administrative Agent to the Lenders entitled thereto.

 Notwithstanding the foregoing,
(a) the Applicable Percentage in respect of any Class of Extended Revolving Commitments or any Extended Term Loans or Revolving Loans
made pursuant to any Extended Revolving Commitments shall be the applicable percentages per annum set forth in the relevant Extension
Amendment, (b) the Applicable Rate in respect of any Class of Incremental Commitments, any Class of Incremental Term Loans or any Class
of Incremental Revolving Loans shall be the applicable percentages per annum set forth in the relevant Incremental Amendment, (c) the
Applicable Rate in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant
agreement, (d) the Applicable Rate in respect of any Class of Refinancing Revolving Commitments, any Class of Refinancing Revolving Loans
or any Class of Refinancing Term Loans shall be the applicable percentages per annum set forth in the relevant Refinancing Amendment and
(e) in the case of the Initial
Tranche B 2026 Refinancing Term Loans, the Applicable Rate shall be increased as, and to the extent, necessary to comply
with the provisions of Section‎ 2.22 .

 “ Applicable Time ”
means, with respect to any borrowings and payments in Foreign Currencies, the local times in the place of settlement for such Foreign
Currencies as may be determined by the Administrative Agent to be necessary for timely settlement on the relevant date in accordance with
normal banking procedures in the place of payment.

 “ Approved Fund ”
means any Fund that is administered, managed or underwritten by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate
of an entity that administers or manages a Lender.

 “ Asset Sale ”
means a non-ordinary course Disposition of Collateral pursuant to Section‎ 6.4(a)(vi) .

 “ Asset Sale/Recovery
Event Percentage ” means 100%; provided that the Asset Sale/Recovery Event Percentage shall be reduced to (a) 50% if the
First Lien Net Leverage Ratio is less than or equal to 2.25:1.00 and (b) 0% if the First Lien Net Leverage Ratio is less than or equal
to 2.00:1.00, in each case, of the Borrower and its Subsidiaries.

 “ Assignment and Assumption ”
means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required
by Section‎ 10.6 ), and accepted by the Administrative Agent, in substantially in the form of Exhibit‎ 10.6 .

 “ Auction Manager ”
has the meaning set forth in Section‎ 2.25(a) .

 “ Auction Notice ”
means an auction notice given by the Borrower in accordance with the Auction Procedures with respect to an Auction Purchase Offer.

 6

 “ Auction Procedures ”
means the auction procedures with respect to Auction Purchase Offers mutually agreed by the Borrower and the Administrative Agent.

 “ Auction Purchase
Offer ” means an offer by the Borrower to purchase Term Loans of one or more Facilities pursuant to modified Dutch auctions conducted
in accordance with the Auction Procedures and otherwise in accordance with Section‎ 2.25 .

 “ Authorized Officers ”
means the Responsible Officers set forth on Schedule‎ 3.21 , as the same may be modified from time to time by the Borrower.

 “ Auto-Extension Letter
of Credit ” has the meaning set forth in Section‎ 2.3(a) .

 “ Available Amount ”
means at any time, the excess if any, of:

 (a) the sum (without duplication)
of:

 (i) the greater of (x) $162,500,000
and 25% of Consolidated EBITDA for the most recent
period of four fiscal quarters of the Borrower and its Subsidiaries;

 (ii) an amount equal to 50%
of cumulative Consolidated Net Income starting with the first day of the first full fiscal quarter of the Borrower ended after the Closing
Date;

 (iii) the Net Cash Proceeds
received (or deemed to be received) after the Closing Date and on or prior to such date from any issuance of Qualified Equity Interests
by the Borrower (other than any such issuance to any Subsidiary of the Borrower);

 (iv) the Net Cash Proceeds
of Indebtedness (including, for the avoidance of doubt, Disqualified Equity Interests) of the Borrower, in each case incurred or issued
after the Closing Date, which have been exchanged or converted into Qualified Equity Interests;

 (v) the Net Cash Proceeds
of Dispositions of investments made using the Available Amount on or after the Closing Date; provided that such Net Cash Proceeds
added pursuant to this clause (v), together with amounts added pursuant to clause (vi) below, shall be no greater than the portion of
the Available Amount used to make such investment;

 (vi) returns, profits, distributions
and similar amounts received (or deemed to be received) in cash or Cash Equivalents on investments made using the Available Amount; provided
that amounts added pursuant to this clause (vi), together with amounts added pursuant to clause (v) above, shall be no greater than the
portion of the Available Amount used to make such investment;

 (vii) the aggregate amount
of Declined Proceeds (calculated from the Closing Date); minus

 (b) the sum of all Restricted
Payments made on or after the Closing Date and prior to such time in reliance on Section‎ 6.9(h) , plus all Investments made
on or after the Closing Date and prior to such time in reliance on Section‎ 6.5(l) , in each case utilizing the Available
Amount or portions thereof in effect on the date of any such Restricted Payment or Investment.

 “ Available Tenor ”
means, as of any date of determination and with respect to any then-current Benchmark for any Currency, as applicable, (a) if such Benchmark
is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period
pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to

 7

 such Benchmark (or component thereof) that is
or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case,
as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of
“Interest Period” pursuant to Section‎ 2.13(c)(iv) .

 “ Arranger Fee Letter ”
means that certain Arrangement Fee Letter, dated as of August 30, 2025, among the Joint Lead Arrangers, the Co-Documentation Agents and
the Borrower party thereto, as amended, modified, supplemented or replaced from time to time.

 “ 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 (a) 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 (b) 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 Credit Party or any Subsidiary by any Bank Product Provider:
(a) Cash Management Services; (b) products under any Hedging Agreement and (c) commercial credit card, purchase card and merchant card
services; provided , however , that for any of the foregoing to be included as “Obligations” for purposes of a
distribution under Section‎ 2.11(c) , the applicable Bank Product Provider must have previously provided a Bank Product Provider
Notice with respect to such Bank Product to the Administrative Agent which shall provide the following information: (i) the existence
of such Bank Product and (ii) the maximum dollar amount (if reasonably capable of being determined) of obligations arising thereunder
(the “ Bank Product Amount ”). The Bank Product Amount may be changed from time to time upon written notice to the Administrative
Agent by the Bank Product Provider. Any Bank Product established from and after the time that the Lenders have received written notice
from the Borrower or the Administrative Agent that an Event of Default exists, until such Event of Default has been waived in accordance
with Section‎ 10.1 shall not be included as “Obligations” for purposes of a distribution under Section‎
2.11(c) .

 “ Bank Product Amount ”
has the meaning set forth in the definition of Bank Product.

 “ Bank Product Debt ”
means the Indebtedness and other obligations of any Credit Party or Subsidiary relating to Bank Products.

 “ Bank Product Provider ”
means any Person that provides Bank Products to a Credit Party or any Subsidiary that is permitted by Section‎ 6.1(e) ; to
the extent that (a) such Person is a Lender, an Affiliate of a Lender or any other Person that was a Lender (or an Affiliate of a Lender)
at the time it entered into the Bank Product but has ceased to be a Lender (or whose Affiliate has ceased to be a Lender) under this Agreement
or (b) such Person is a Lender or an Affiliate of a Lender on the Closing Date and the Bank Product was entered into on or prior to the
Closing Date (even if such Person ceases to be a Lender or such Person’s Affiliate ceases to be a Lender).

 “ Bank Product Provider
Notice ” means a notice substantially in the form of Exhibit 1.1B .

 8

 “ Bankruptcy Code ”
means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

 “ Bankruptcy Event ”
means any of the events described in Section‎ 7.1(e) .

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

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

 “ Benchmark ”
means, initially, with respect to any (a) Obligations, interest, fees, commissions or other amounts denominated in, or calculated with
respect to, Dollars, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the
Term SOFR Reference Rate or then-current Benchmark for Dollars, then “Benchmark” means, with respect to such Obligations,
interest, fees, commissions or other amounts, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced
such prior benchmark rate pursuant to Section‎ 2.13(c)(i) and (b) Obligations, interest, fees, commissions or other amounts
denominated in, or calculated with respect to Euros, Daily Simple RFR; provided that if a Benchmark Transition Event has occurred
with respect to Daily Simple RFR, or the then-current Benchmark for such Currency, then “Benchmark” means, with respect to
such Obligations, interest, fees, commissions or other amounts, the applicable Benchmark Replacement to the extent that such Benchmark
Replacement has replaced such prior benchmark rate pursuant to Section‎ 2.13(c)(i) .

 “ Benchmark Replacement ”
means, with respect to any Benchmark Transition Event for any then- current Benchmark, the sum of: (a) the alternate benchmark rate that
has been selected by the Administrative Agent and the Borrower as the replacement for such Benchmark giving due consideration to (i) any
selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental
Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for such Benchmark for
syndicated credit facilities denominated in the applicable Currency at such time and (b) 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 Credit Documents.

 “ Benchmark Replacement
Adjustment ” means, with respect to any replacement of the then- current Benchmark with an Unadjusted Benchmark Replacement for
any applicable Available Tenor, 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 Administrative Agent and the Borrower giving due consideration to
(a) 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 (b) 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 syndicated credit facilities denominated in the applicable
Currency.

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

 (a) in
the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement
or publication of information referenced therein and (ii) the date on

 9

 which the administrator of such Benchmark (or
the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark
(or such component thereof); or

 (b) in
the case of clause (c) 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 regulatory supervisor for the administrator of such
Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by
reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark
(or such component thereof) continues to be provided on such date.

 For the avoidance of doubt,
the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark
upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark
(or the published component used in the calculation thereof).

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

 (a) 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 all Available Tenors of 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 any Available Tenor of such Benchmark (or such component thereof);

 (b) 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 FRB, the Federal Reserve Bank of New York, the central bank for the Currency applicable
to such Benchmark, 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 all Available Tenors of 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 any Available Tenor of such Benchmark (or such component thereof); or

 (c) 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 all Available Tenors of such Benchmark (or such component thereof) are not,
or as of a specified future date will not be, representative.

 For the avoidance of doubt,
a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication
of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component
used in the calculation thereof).

 “ Benchmark Transition
Start Date ” means, with respect to the then-current Benchmark for any Currency, in the case of a Benchmark Transition Event,
the earlier of (a) the applicable Benchmark

 10

 Replacement Date and (b) 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, with respect to the then-current Benchmark for any Currency, the period (if any) (x) beginning at the time that
a Benchmark Replacement Date with respect to such Benchmark pursuant to clause (a) of that definition has occurred if, at such time, no
Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Credit Document in accordance with Section‎
2.13(c)(i) and (y) ending at the time that a Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under
any Credit Document in accordance with Section ‎ 2.13(c)(i) .

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

 “ Beneficial Ownership
Regulation ” means 31 CFR § 1010.230.

 “ Benefit Plan ”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes
of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

 “ Borrower ”
has the meaning set forth in the first paragraph hereof, together with any successors or assigns.

 “ Bridge Commitment
Letter ” means that certain Commitment Letter, dated as of August 3, 2025, among JPMorgan, Wells Fargo, WFS and the Borrower,
as amended, modified, supplemented or replaced from time to time, including by that certain Joinder to Bridge Commitment Letter, dated
as of August 30, 2025, among the Joint Lead Arrangers and Co-Documentation Agents party thereto.

 “ Bridge Facility ”
means the Tranche B Bridge Facility described in the Bridge Commitment Letter.

 “ Business Day ”
means any day other than a Saturday, Sunday or legal holiday on which commercial banks in New York, New York are authorized or required
by law to close; provided , however , that with respect to any Foreign Currency Loan, the term “Business Day”
shall also exclude any day on which banks are not generally open for foreign exchange dealings between banks in the exchange of the home
country of the applicable Foreign Currency.

 “ Capital Expenditures ”
means, for any period, the aggregate of, without duplication, (a) all expenditures (whether paid in cash or accrued as liabilities) by
the Borrower and its Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during
such period to property, plant or equipment (including replacements, capitalized repairs and improvements during such period) in a consolidated
statement of cash flows and reflected in the consolidated balance sheet of the Borrower and its Subsidiaries and (b) Finance Leases incurred
by the Borrower and its Subsidiaries during such period.

 “ Cash Collateralize ”
means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, the Issuing Lenders
or Swingline Lender (as applicable) and the Revolving Lenders, as collateral for LOC Obligations, obligations in respect of Swingline
Loans, or

 11

 obligations of Revolving Lenders to fund participations
in respect of either thereof (as the context may require), cash or deposit account balances or, if the applicable Issuing Lenders or Swingline
Lender benefiting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation
in form and substance satisfactory to (a) the Administrative Agent and (b) the applicable Issuing Lenders or the Swingline Lender. “Cash
Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit
support.

 “ Cash Equivalents ”
means (a) marketable securities issued or directly and fully guaranteed or insured by the United States of America or any agency thereof
( provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not
more than twelve (12) months from the date of acquisition (“ Government Obligations ”), (b) U.S. dollar denominated (or
foreign currency fully hedged) time deposits, certificates of deposit, Eurodollar time deposits and Eurodollar certificates of deposit
of (i) any United States commercial bank of recognized standing having capital and surplus in excess of $200,000,000, (ii) any Lender
or (iii) any bank whose short-term commercial paper rating from S&P is at least A-l or the equivalent thereof or from Moody’s
is at least P--1 or the equivalent thereof (any such bank and any Lender being an “ Approved Bank ”), in each case with
maturities of not more than 120 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any
Approved Bank (or by the parent company thereof) or any, or guaranteed by any, domestic corporation rated A-2 (or the equivalent thereof)
or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s and maturing within 120 days of the date of acquisition,
(d) securities of the type described in clauses (a) through (c), inclusive, above purchased under agreements to resell such securities
to any broker/dealer or any commercial bank, if such broker/dealer or bank has an uninsured, unsecured and unguaranteed rating at the
time of the acquisition of P-2 (or the equivalent thereof) or better by Moody’s, or A-2 (or the equivalent thereof) or better by
S&P, (e) obligations of any state of the United States or any political subdivision thereof for the payment of the principal and redemption
price of and interest on which there shall have been irrevocably deposited Government Obligations maturing as to principal and interest
at times and in amounts sufficient to provide such payment and (f) Investments in mutual funds registered under the Investment Company
Act of 1940, as amended, or collective trust funds maintained by Approved Banks, in each case whose only assets are of the type described
in clauses (a) through (d), inclusive, of this definition.

 “ Cash Management
Services ” means any services provided from time to time to any Credit Party or Subsidiary in connection with operating, collections,
payroll, trust or other depositary or disbursement accounts, including automatic clearinghouse, controlled disbursement, electronic funds
transfer, information reporting, lockbox, stop-payment, overdraft and/or wire transfer services and all other treasury and cash management
services.

 “ Change in Law ”
means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation
or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application
thereof by any Governmental Authority or (c) 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, (i) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith
and (ii) 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 (a) any Person or two or more Persons acting in concert shall have acquired “beneficial ownership” (within the meaning
provided in Rule 13d-3 promulgated by the Securities

 12

 and Exchange Commission under the Securities Exchange
Act of 1934), directly or indirectly, of, or shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement
that, upon consummation, will result in its or their acquisition of, or control over, Voting Stock of the Borrower (or other securities
convertible into such Voting Stock) representing 25% or more of the combined voting power of all Voting Stock of the Borrower, (b) Continuing
Directors shall cease for any reason to constitute a majority of the members of the board of directors of the Borrower then in office,
(c) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole to any “person”
(as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) or (d) the adoption by the stockholders of the
Borrower of a plan or proposal for the liquidation or dissolution of the Borrower.

 “ Class ”
when used in reference to any Commitments or Loans refers to whether such Commitments or Loans are (1) Initial Tranche A Term Loans or
Initial Tranche A Term Commitments, (2) prior to the Amendment No. 3 Effective
Date, Initial Tranche B Term Loans or Initial Tranche B Term Commitments, (3) on
and after the Amendment No. 3 Effective Date, 2026 Refinancing Term Loans or 2026 Refinancing Term Commitments, (4) Incremental
Term Loans with the same terms and conditions made on the same day or Incremental Term Loan Commitments in respect thereof, ( 4 5 )
Extended Term Loans (of the same Extension Series) or Commitments in respect thereof or ,
( 5 6 ) Refinancing
Term Loans with the same terms and conditions made on the same day or Refinancing Term Loan Commitments in respect thereof ,
( 6 7 ) Revolving Commitments
or Revolving Loans, ( 7 8 )
Incremental Revolving Commitments with the same terms and conditions made on the same day or Revolving Loans made pursuant thereto, ( 8 9 )
Extended Revolving Loans (of the same Extension Series) or Extended Revolving Commitments in respect thereof or ( 9 10 )
Refinancing Revolving Loans with the same terms and conditions made on the same day or Refinancing Revolving Commitments in respect thereof.

 “ Closing Date ”
means the date on which the conditions specified in Section‎ 4.3 are satisfied or waived.

 “ Code ”
means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as interpreted by the rules and regulations issued
thereunder, in each case as in effect from time to time. References to sections of the Code shall be construed also to refer to any successor
sections.

 “ Co-Documentation Agents ” means (a) in respect of
the Revolving Facility and the Initial Tranche A Facility, U.S. Bank National Association, Truist Bank, TD Bank, N.A. and BofA Securities,
Inc., each in its respective capacity as co-documentation agent for the Revolving Facility and the Initial Tranche A Facility and ,
(b) in respect of the Initial Tranche B Facility, U.S. Bank National Association, Truist Securities, Inc. and TD Securities (USA) LLC,
each in its respective capacity as co-documentation agent for the Initial Tranche B Facility and
(c) on and after the Amendment No. 3 Effective Date, with respect to the 2026 Refinancing Term Loans, the Amendment No. 3 Co-Documentation
Agents .

 “ Collateral ”
means all “Collateral” referred to in the Collateral Documents and all other property provided as collateral security under
the terms of the Collateral Documents; provided that Collateral shall exclude Excluded Assets.

 “ Collateral Documents ”
means, collectively, the Security Agreement, collateral agreements, pledge agreements, intellectual property security agreements, each
of the collateral assignments and supplements to all the foregoing or other similar agreements delivered to the Administrative Agent pursuant
to Sections‎ 4.3(d) ,‎ 5.8 or‎ 5.15, and each of the other agreements, instruments or documents that creates or
purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

 13

 “ COLI Borrowing ”
means Indebtedness incurred by the Borrower or any of its Subsidiaries that is secured by, or made against, the cash surrender value of
any COLI Policy.

 “ COLI Policy ”
means a corporate-owned life insurance policy maintained by the Borrower or any of its Subsidiaries with respect to employees, officers
or directors of the Borrower or any of its Subsidiaries, including the cash surrender value and other proceeds thereof.

 “ Committed Funded
Exposure ” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Loans, LOC Obligations
and Swingline Exposure.

 “ Commitment ”
means with respect to each Lender, the Initial Tranche A Term Commitments, the Initial Tranche B Term Commitments, the 2026
Refinancing Term Commitments, the Revolving Commitments, the LOC Commitment and the Swingline Commitment, individually or collectively,
as appropriate, of such Lender.

 “ Commitment Fee ”
has the meaning set forth in Section‎ 2.9(a) .

 “ Commodity Exchange
Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

 “ Conforming Changes ”
means, with respect to the use or administration of an initial Benchmark or the use, administration, adoption or implementation of any
Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base
Rate,” the definition of “Business Day,” the definition of “RFR Business Day,” the definition of “Interest
Period” 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, the applicability of Section‎ 2.13 and other technical, administrative
or operational matters) that the Administrative 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 Administrative Agent in a manner substantially consistent with market practice
(or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the
Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration
as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Credit
Documents).

 “ 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.

 “ Consolidated ”
means, when used with reference to financial statements or financial items of the Borrower and its Subsidiaries or any other Person, such
statements or items on a consolidated basis in accordance with the consolidation principles of GAAP.

 “ Consolidated Assets ”
means, at any time, the amount representing the assets of the Borrower and the Subsidiaries that would appear on a Consolidated balance
sheet of the Borrower and its Subsidiaries at such time prepared in accordance with GAAP.

 “ Consolidated EBITDA ”
means, as of any date of determination, (a) Consolidated Net Income for such period plus (b) the sum of the following to the extent deducted
in calculating Consolidated Net Income: (i) Consolidated Interest Expense for such period, (ii) the provision for Federal, state, local
and foreign income taxes incurred by the Borrower and its Subsidiaries for such period, (iii) depreciation and

 14

 amortization expense for such period and (iv)
all non-cash items decreasing Consolidated Net Income for such period, plus (c) the sum of the following to the extent deducted in calculating
Consolidated Net Income and without duplication: (i) non-cash charges in connection with a single, one-time, unusual or non-recurring
event during such period, (ii) non-recurring cash charges and expenses incurred during such period in connection with operational changes
or restructurings of the business of the Borrower or any of its subsidiaries, (iii) “run rate” cost savings, operating expense
reductions and synergies (1) related to the Kite Acquisition that are reasonably quantifiable, factually supportable and projected by
the Borrower in good faith to result from actions that have been taken or initiated or are expected to be taken within 30 months of the
Kite Acquisition Closing Date (in the good faith determination of the Borrower), (2) related to the Transactions that are reasonably quantifiable,
factually supportable and projected by the Borrower in good faith to result from actions that have been taken or initiated or are expected
to be taken within 30 months of the Closing Date (in the good faith determination of the Borrower) and (3) related to any other acquisitions,
dispositions and other specified transactions, restructurings, cost savings initiatives and other initiatives that are reasonably quantifiable,
factually supportable and projected by the Borrower in good faith to result from actions that have been taken or initiated or are expected
to be taken within 24 months of the date of consummation of such acquisition, disposition, other specified transaction, restructuring,
or the taking of such initiative (in the good faith determination of the Borrower), in each case, calculated (A) on a pro forma basis
as though such cost savings, synergies or operating expense reductions had been realized on the first day of such period and (B) net of
the amount of actual benefits realized from such actions during such period (it is understood and agreed that “run rate” means
the full recurring benefit that is associated with any action taken or initiated or expected in good faith to be taken, whether prior
to or following the Closing Date), and (iv) all losses from disposed, abandoned, divested and/or discontinued assets, properties or operations
and/or discontinued operations (other than, at the option of the Borrower, assets or properties pending the divestiture or termination
thereof during such period); provided , however , that the aggregate amount of adjustments to Consolidated EBITDA pursuant
to clauses (c)(ii), (c)(iii) and (c)(iv) shall not exceed the greater of (x) $97,500,000 and (y) 15.0% of Consolidated EBITDA (calculated
before giving effect to all such adjustments) during any measurement period, and minus (d) the following to the extent included in calculating
such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits of the Borrower and its Subsidiaries for such period
and (ii) all non-cash items increasing Consolidated Net Income for such period.

 “ Consolidated Funded
Debt ” means, as of any date of determination, Funded Debt of the Borrower and its Subsidiaries on a Consolidated basis.

 “ Consolidated Funded
First Lien Debt ” means, as of any date of determination, Funded Debt of the Borrower and its Subsidiaries on a Consolidated
basis that is secured by a first priority Lien.

 “ Consolidated Funded
Secured Indebtedness ” means Funded Indebtedness of the Borrower and its Subsidiaries that is secured by a Lien.

 “ Consolidated Interest
Expense ” means, as of any date of determination, all Interest Expense (excluding amortization of debt discount and premium,
but including the interest component under Finance Leases) for such period of the Borrower and its Subsidiaries on a Consolidated basis.

 “ Consolidated Net
Income ” means, as of any date of determination, for the Borrower and its Subsidiaries on a Consolidated basis, the net income
of the Borrower and its Subsidiaries for that period.

 “ Consolidated Net
Tangible Assets ” means, at any time, the amount representing the assets of the Borrower and the Subsidiaries that would appear
on a Consolidated balance sheet of the Borrower and its Subsidiaries at such time prepared in accordance with GAAP, less (a) all current
liabilities and minority interests and (b) goodwill and other intangibles.

 15

 “ Continuing Directors ”
means, during any period of up to 12 consecutive months commencing after the Closing Date, individuals who at the beginning of such 12
month period were directors of the Borrower (together with any new director whose election by the Borrower’s board of directors
or shareholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning
of such period or whose election was previously so approved).

 “ Contract Consideration ”
has the meaning given to such term in Section‎ 2.7(b)(iv)(E) .

 “ Credit Documents ”
means a collective reference to (i) this Agreement, (ii) Amendment No. 1, (iii) Amendment No. 2, (iv) the Notes, (v) the LOC Documents,
(vi) any Joinder Agreement, (vii) the Collateral Documents, (viii) the Intercreditor Agreements (as applicable), (ix) the Fee Letters,
(x) any Refinancing Amendment (including Amendment No. 3) , Incremental
Amendment or Extension Amendment and (xi) all other agreements to which a Credit Party is a party that are expressly identified as Credit
Documents therein (excluding, however, any agreements, instruments or other documents relating to any Bank Product). Any reference in
this Agreement or any other Credit Document to a Credit Document shall include all appendices, exhibits or schedules thereto, and all
amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Credit Document as the
same may be in effect at any and all times such reference becomes operative.

 “ Credit Exposure ”
means, as to any Lender at any time, the sum of (a) such Lender’s Committed Funded Exposure at such time, plus (b) its unutilized
Commitments at such time.

 “ Credit Party ”
means any of the Borrower or the Subsidiary Guarantors.

 “ Currencies ”
means Dollars and each Foreign Currency, and “Currency” means any of such Currencies.

 “ Current Assets ”
means at any date, all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be reflected in “total
current assets” (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date.

 “ Current Liabilities ”
means at any date, all amounts that would, in conformity with GAAP, be reflected in “total current liabilities” (or any like
caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date, but excluding (a) the current portion of any
Consolidated Funded Debt of the Borrower and its Subsidiaries and (b) without duplication of clause (a) above, all Indebtedness consisting
of Revolving Loans, Obligations in respect of Letters of Credit and Swingline Loans to the extent otherwise included therein.

 “ Daily Simple RFR ”
means, for any day (an “ RFR Rate Day ”), a rate per annum equal to, for any Obligations, interest, fees, commissions
or other amounts denominated in, or calculated with respect to Euros, the greater of (a) ESTR for the day (such day, a “ Euro
RFR Determination Day ”) that is five (5) RFR Business Days prior to (i) if such RFR Rate Day is an RFR Business Day, such RFR
Rate Day or (ii) if such RFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Rate Day, in each
case, as such ESTR is published by the ESTR Administrator on the ESTR Administrator’s Website; provided , however ,
that if by 5:00 p.m. (Brussels time) on the second (2 nd ) RFR Business Day immediately following any Euro RFR Determination
Day, ESTR in respect of such Euro RFR Determination Day has not been published on the ESTR Administrator’s Website and a Benchmark
Replacement Date with respect to the Daily Simple RFR for Euros has not occurred, then ESTR for such Euro RFR Determination Day will be
ESTR as published in respect of the first preceding RFR Business Day for which ESTR was published on the ESTR Administrator’s Website;
 provided further that ESTR determined pursuant to this proviso shall be utilized for purposes of calculation of Daily Simple FSTR
for

 16

 no more than three (3) consecutive RFR Rate Days
and (b) the Floor. Any change in Daily Simple RFR due to a change in the applicable RFR shall be effective from and including the effective
date of such change in the RFR without notice to the Borrower.

 “ Daily Simple RFR
Loan ” means any Swingline Loan denominated in Euros that bears interest at a rate based on Daily Simple RFR.

 “ Debtor Relief Laws ”
means the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions
from time to time in effect.

 “ Default ”
means any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

 “ Default Rate ”
means (a) when used with respect to the Obligations, other than Letter of Credit Fees, an interest rate equal to (i) for Alternate Base
Rate Loans (A) the Alternate Base Rate plus (B) the Applicable Percentage applicable to Alternate Base Rate Loans plus (C)
2.00% per annum, (ii) for Daily Simple RFR Loans, (A) Daily Simple RFR plus (B) the Applicable Percentage applicable to Daily Simple
RFR Loans plus (C) 2.00% per annum and (iii) for SOFR Loans, (A) Term SOFR plus (B) the Applicable Percentage applicable
to SOFR Loans plus (C) 2.00% per annum, (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Percentage
applicable to Letter of Credit Fees plus 2.00% per annum and (c) when used with respect to any other fee or amount due hereunder,
a rate equal to the Applicable Percentage applicable to Alternate Base Rate Loans plus 2.00% per annum.

 “ Defaulting Lender ”
means, subject to Section‎ 2.21(b) any Lender that, (a) has failed to (i) fund all or any portion of its Loans within two
Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the
Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding
(each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been
satisfied, or (ii) pay to the Administrative Agent, the Issuing Lenders, the Swingline Lender or any other Lender any other amount required
to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days
of the date when due, (b) has notified the Borrower, the Administrative Agent, the Issuing Lenders or the Swingline Lender in writing
that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing
or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such
Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall
be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after
written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it
will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender
pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has
a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for
it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory
authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting
Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company
thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the
jurisdiction of courts within the

 17

 United States or from the enforcement of judgments
or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm
any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender
under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting
Lender (subject to Section‎ 2.21(b) ) upon delivery of written notice of such determination to the Borrower, the Issuing Lenders,
the Swingline Lender and each Lender.

 “ Delaware Divided
LLC ” means any Delaware LLC which has been formed upon the consummation of a Delaware LLC Division.

 “ Delaware LLC ”
means any limited liability company organized or formed under the laws of the State of Delaware.

 “ Delaware LLC Division ”
means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability
Company Act.

 “ Determination Date ”
means each of the following: (a) each date a Loan denominated in a Foreign Currency is made pursuant to Section‎ 2.2 but
only as to the amounts so borrowed on such date, (b) each date a Loan denominated in a Foreign Currency is continued pursuant to Section‎
2.2 but only as to amounts so continued on such date and (c) such additional dates as the Administrative Agent shall determine.

 “ Disposition ”
or “ Dispose ” means the sale, transfer, license, lease or other disposition (in one transaction or in a series of transactions
and whether effected pursuant to a division or otherwise) of any Property by any Person (including any sale and leaseback transaction
and any issuance of Equity Interests of a Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and claims associated therewith and including any disposition of
property to a Delaware Divided LLC pursuant to a Delaware LLC Division.

 “ Disqualified Equity
Interests ” means any Equity Interests that, by their terms (or by the terms of any security or other Equity Interest into which
they are convertible or for which they are exchangeable) or upon the happening of any event or condition, (a) mature or are mandatorily
redeemable (other than solely for Qualified 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), (b) are redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests)
(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), in whole or in part, (c) provide for the mandatory scheduled payment of dividends
in cash or (d) 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 ninety one (91) days after the Latest Maturity Date in effect at the time of
issuance of such Equity Interests; provided that, only the portion of Equity Interests which so mature or are mandatorily redeemable,
are redeemable at the option of the holder thereof, provide for the mandatory scheduled payment of dividends or which are or become convertible
as described above shall be deemed to be Disqualified Equity Interests; provided further , however, that any Equity Interests that
would not constitute Disqualified Equity Interests but for provisions thereof giving holders thereof (or the holders of any security into
or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such
Equity Interests upon the occurrence of any change of control, any offering of Equity Interests or any Disposition occurring prior to
the date that is ninety one

 18

 (91) days after the Latest Maturity Date in effect
at the time of issuance of such Equity Interests shall not constitute Disqualified Equity Interests if such Equity Interests provide that
the issuer thereof will not redeem any such Equity Interests pursuant to such provisions prior to the repayment in full of the Loans and
all other Obligations that are accrued and payable and the termination of the Commitments; and provided further , however ,
that, notwithstanding the foregoing, (i) if such Equity Interests are issued pursuant to any plan for the benefit of directors, officers,
employees, members of management, managers or consultants or by any such plan to such directors, officers, employees, members of management,
managers or consultants, in each case in the ordinary course of business of the Borrower or any Subsidiary, such Equity Interests shall
not constitute Disqualified Equity Interests solely because they may be required to be repurchased by the issuer thereof in order to satisfy
applicable statutory or regulatory obligations, and (ii) no Equity Interests held by any future, present or former employee, director,
officer, manager, member of management or consultant (or their respective Affiliates or Immediate Family Members) of the Borrower or any
Subsidiary shall be considered Disqualified Equity Interests because such Equity Interests are redeemable or subject to repurchase pursuant
to any management equity subscription agreement, stock option, stock appreciation right or other stock award agreement, stock ownership
plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time.

 “ Disqualified Institution ”
means, collectively, those Persons that are (i) competitors of the Borrower or its Subsidiaries, identified in writing by the Borrower
to the Administrative Agent from time to time, (ii) such other persons identified in writing by the Borrower to the Joint Lead Arrangers
prior to September 5, 2025, (iii) with the consent of the Administrative Agent (such consent, not to be unreasonably withheld, conditioned
or delayed), such other persons identified in writing to the Administrative Agent from time to time after the Effective Date and (iv)
Affiliates of the Persons identified pursuant to clauses (i), (ii) or (iii) that are either clearly identifiable by name based solely
on the similarity of name to the name of any entity on the DQ List or identified in writing by the Borrower to the Administrative Agent
(in each case, other than any affiliate that is a bona fide fund or investment vehicle that is primarily engaged in the making, purchasing,
holding or otherwise investing in commercial loans, bonds and other similar extensions of credit in the ordinary course); provided
that, notwithstanding anything herein to the contrary, in no event shall a supplement apply retroactively to disqualify any parties that
have previously acquired an assignment, participation interest or trade hereunder that is otherwise permitted hereunder, but upon the
effectiveness of such designation, any such party may not acquire any additional Commitments, Loans or participations; provided ,
 further , that no designation of a person as a “Disqualified Institution” shall be effective until five (5) Business
Days following the Administrative Agent’s receipt of notice of such designation (which notice shall be delivered in accordance with
 Section‎ 10.2(b) ).

 “ Dollar Amount ”
means, subject to Section‎ 1.4 , for any amount, at the time of determination thereof, (a) if such amount is expressed in
Dollars, such amount and (b) if such amount is expressed in a Foreign Currency, the equivalent of such amount in Dollars as determined
by the Administrative Agent at such time in its sole discretion by reference to the most recent Spot Rate for such Foreign Currency (as
determined as of the most recent Determination Date) for the purchase of Dollars with such Foreign Currency.

 “ Dollars ”
and “ $ ” and means dollars in lawful currency of the United States of America.

 “ Domestic Subsidiary ”
means any Subsidiary that is organized and existing under the laws of the United States or any state or commonwealth thereof or under
the laws of the District of Columbia.

 “ DQ List ”
has the meaning set forth in Section‎ 10.6(g)(iv) .

 “ ECF Percentage ”
means 50%; provided that the ECF Percentage shall be reduced to (a) 25% if the First Lien Net Leverage Ratio as of the last day
of the relevant fiscal year is less than or equal to

 19

 2.25:1.00 and (b) 0% if the First Lien Net Leverage
Ratio as of the last day of the relevant fiscal year is less than or equal to 2.00:1.00, in each case, of the Borrower and its Subsidiaries.

 “ ECF Base Prepayment
Amount ” has the meaning set forth in Section 2.7(b)(iv) .

 “ ECF Deductions ”
has the meaning set forth in Section 2.7(b)(iv) .

 “ ECF Prepayment Amount ”
has the meaning set forth in Section‎ 2.7(b)(iv) .

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

 “ Effective Date ”
means the date on which the conditions specified in Section‎ 4.1 are satisfied and waived.

 “ Effective Yield ”
means, as to any Indebtedness, the effective yield applicable thereto calculated by the Administrative Agent in a manner consistent with
generally accepted financial practices, taking into account (a) interest rate margins, (b) interest rate floors, (c) any amendment to
the relevant interest rate margins and interest rate floors prior to the applicable date of determination and (d) original issue discount
and upfront or similar fees (based on assumed four-year average life to maturity or lesser remaining average life to maturity), but excluding
any advisory, arrangement, commitment, consent, structuring, success, underwriting, ticking, unused line fees, amendment fees and/or any
similar fees payable in connection therewith (regardless of whether any such fees are paid or shared in whole or in part with any lender).

 “ Eligible Assignee ”
means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (other than a natural person) approved
by (i) the Administrative Agent, (ii) solely with respect to assignments of Revolving Commitments and/or Revolving Loans, the Issuing
Lenders and the Swingline Lender and (iii) unless a Bankruptcy Event or Payment Event of Default has occurred, the Borrower (each such
approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee”
shall not include (A) subject to Section‎ 2.25 , any Credit Party or any of the Credit Party’s Affiliates or Subsidiaries,
(B) any Defaulting Lender (or any of its Affiliates) or (C) any Disqualified Institution.

 “ EMU ” means
Economic and Monetary Union as contemplated in the Treaty on European Union.

 “ EMU Legislation ”
means legislative measures of the European Council (including without limitation European Council regulations) for the introduction of,
changeover to or operation of a single or unified European currency (whether known as the Euro or otherwise), being in part the implementation
of the third stage of EMU.

 20

 “ Environmental Laws ”
means any and all applicable foreign, federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes,
decrees, requirements of any Governmental Authority regulating or imposing liability or standards of conduct concerning protection of
human health (to the extent relating to exposure to hazardous materials) or the environment.

 “ Equity Interests ”
means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests
(whether general or limited), (d) in the case of a limited liability company, membership interests and (e) any other interest or participation
that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing Person.

 “ ERISA ”
means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto, as interpreted by the rules
and regulations thereunder, all as the same may be in effect from time to time. References to sections of ERISA shall be construed also
to refer to any successor sections.

 “ ERISA Affiliate ”
means an entity which is under common control with any Credit Party within the meaning of Section 4001(a)(14) of ERISA, or is a member
of a group which includes any Credit Party and which is treated as a single employer under Sections 414(b) or (c) of the Code.

 “ Erroneous Payment ”
has the meaning assigned thereto in Section‎ 8.15(a) .

 “ Erroneous Payment
Deficiency Assignment ” has the meaning assigned thereto in Section ‎ 8.15(d) .

 “ Erroneous Payment
Impacted Class ” has the meaning assigned thereto in Section‎ 8.15(d) .

 “ Erroneous Payment
Return Deficiency ” has the meaning assigned thereto in Section‎ 8.15(d) .

 “ ESTR ”
means a rate equal to the Euro Short Term Rate as administered by the ESTR Administrator.

 “ ESTR Administrator ”
means the European Central Bank (or any successor administrator of the Euro Short Term Rate).

 “ ESTR Administrator’s
Website ” means the European Central Bank’s website, currently at http://www.ccb.curopa.cu, or any successor source for
the Euro Short Term Rate identified as such by the ESTR Administrator from time to time.

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

 “ Euro ”
means the single currency of Participating Member States of the European Union.

 “ Euro Unit ”
means the currency unit of the Euro.

 “ Event of Default ”
means such term as defined in Section‎ 7.1 .

 “ Excess Cash Flow ”
means for any Excess Cash Flow Period of the Borrower, calculated on a consolidated basis with respect to the Borrower and its Subsidiaries,
the excess, if any, of:

 21

 (a) the sum, without duplication,
of (i) Consolidated Net Income for such fiscal year, (ii) the amount of all non-cash charges (including depreciation and amortization)
deducted in arriving at such Consolidated Net Income, (iii) decreases in Working Capital for such fiscal year, (iv) [reserved], (v) cash
gains in respect of Hedging Agreements during such period to the extent not included in arriving at Consolidated Net Income and (vi) [reserved],
over

 (b) the sum, without duplication,
of

 (i) the amount of all non-cash
income included in arriving at such Consolidated Net Income,

 (ii) [reserved],

 (iii) [reserved],

 (iv) the aggregate amount
of all regularly scheduled principal payments of Consolidated Funded Debt (including the Term Loans) of the Borrower and its Subsidiaries
made during such fiscal year (other than in respect of the Revolving Loans, any revolving credit facility to the extent there is not an
equivalent permanent reduction in commitments thereunder and voluntary prepayments of the Term Loans (including repurchases pursuant to
 Section‎ 2.25 and other Pari Passu Secured Indebtedness (other than Revolving Loans or any other extensions of credit under
any other revolving credit or similar facility)),

 (v) increases in Working Capital
for such fiscal year,

 (vi) the aggregate net amount
of non-cash gain on the Disposition of property by the Borrower and its Subsidiaries during such fiscal year (other than Dispositions
in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income,

 (vii) to the extent not otherwise
deducted from Consolidated Net Income, Taxes paid in cash during such fiscal year,

 (viii) to the extent not otherwise
deducted from Consolidated Net Income, interest expense and any cash payments in respect of premium, make-whole or penalty payments in
respect of Indebtedness of the Borrower and its Subsidiaries for such year,

 (ix) [reserved],

 (x) cash charges included
in calculating Consolidated Net Income,

 (xi) [reserved],

 (xii) cash expenditures in
respect of Hedging Agreement obligations during such period to the extent not deducted in arriving at such Consolidated Net Income,

 (xiii) any payment of cash
to be amortized or expensed over a future period and recorded as a long-term asset (so long as any such amortization or expense in such
future period is added back to Excess Cash Flow in such future period) (excluding the principal amount of Indebtedness (other than Revolving
Loans or any other extensions of credit under any other revolving credit or similar facility) incurred in connection with such payment
and any such payment financed with the proceeds of any Reinvestment Deferred Amount, the Available Amount or the proceeds of any issuance
of Equity Interests of the Borrower), and

 22

 (xiv) cash pension and other
post-employment contributions or payments to the extent not deducted in arriving at such Consolidated Net Income.

 “ Excess Cash Flow
Application Date ” has the meaning set forth in Section 2.7(b)(iv) .

 “ Excess Cash Flow
Period ” means each fiscal year of the Borrower, commencing with the first full fiscal year ending after the Closing Date.

 “ Excluded Accounts ”
means, collectively, deposit accounts, to the extent exclusively constituting (a) payroll and other employee wage and benefit accounts,
(b) tax accounts, including sales tax accounts, (c) escrow, fiduciary or trust accounts, (d) designated disbursement accounts and non-U.S.
bank accounts, (e) deposit accounts (i) that are zero balance accounts or (ii) the balances of which are transferred automatically on
a daily basis to deposit accounts that are not Excluded Accounts, (f) accounts holding cash collateral in escrow or in trust for the benefit
of a third party in connection with a Permitted Encumbrances, and (g) the funds or other property held in or maintained in any such account
identified in clauses (a) through (f).

 “ Excluded Assets ”
means:

 (a) any fee-owned real property
and all leasehold or subleasehold interests in real property;

 (b) any motor vehicles, aircraft
and other assets subject to certificates of title (other than to the extent the security interest in such certificates of title may be
perfected by the filing of UCC financing statements);

 (c) assets in respect of which
pledges and security interests are prohibited by applicable U.S. law, rule or regulation or agreements with any Governmental Authority
(other than to the extent that such prohibition would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408, 9-409 or other
applicable provisions of the UCC of any applicable jurisdiction or any other applicable law); provided that, immediately upon the
ineffectiveness, lapse or termination of any such prohibitions, such assets shall automatically cease to constitute “Excluded Assets”;

 (d) Equity Interests in any
Person other than Wholly-Owned Subsidiaries to the extent not permitted by t…