FLEX LTD.

Current report (Form 8-K) · Jun 2, 2026 · Multiple disclosures including restructuring or layoffs and leadership change

Ticker

FLEX

Documents

Primary topic

Restructuring or layoffs

Filed

Jun 2, 2026

Filing summary Workforce analysis SEC documents(7)Filing text Exhibits(1)

Type

EX-10.01

File

tm2615696d1_ex10-01.htm

Document text
EX-10.01 · tm2615696d1_ex10-01.htm EX-10.01 2 tm2615696d1_ex10-01.htm EXHIBIT 10.1 Exhibit 10.01 Execution Version CREDIT AGREEMENT dated as of May 29, 2026 among FLEX LTD. , as the Borrower, CITIBANK, N.A. , as the Administrative Agent, and The Lenders Party Hereto and CITIBANK, N.A., BOFA SECURITIES, INC., BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, BANK OF CHINA, NEW YORK BRANCH, BNP PARIBAS SECURITIES INC., CHINA CONSTRUCTION BANK, NEW YORK BRANCH, DBS BANK LTD., INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH, MIZUHO BANK, LTD., MUFG BANK, LTD., PNC BANK, NATIONAL ASSOCIATION, THE BANK OF NOVA SCOTIA, U.S. BANK NATIONAL ASSOCIATION and UNICREDIT BANK GMBH as Joint Lead Arrangers and Joint Bookrunners and BANK OF AMERICA, N.A. , as Syndication Agent and BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, BANK OF CHINA, NEW YORK BRANCH, BNP PARIBAS, CHINA CONSTRUCTION BANK, NEW YORK BRANCH, DBS BANK LTD., INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH, MIZUHO BANK, LTD., MUFG BANK, LTD., PNC BANK, NATIONAL ASSOCIATION, THE BANK OF NOVA SCOTIA, U.S. BANK NATIONAL ASSOCIATION and UNICREDIT BANK GMBH as Co-Documentation Agents TABLE OF CONTENTS Page Article I DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 1.02 Other Interpretive Provisions 30 1.03 Accounting Terms 30 1.04 Rounding 31 1.05 Rates 31 1.06 Times of Day 32 Article II THE COMMITMENTS AND CREDIT EXTENSIONS 32 2.01 The Borrowing 32 2.02 Borrowings, Conversions and Continuations of Loans 32 2.03 [Reserved] 34 2.04 [Reserved] 34 2.05 Prepayments 34 2.06 [Reserved.] 40 2.07 Repayment of Loans 40 2.08 Interest 40 2.09 Fees 40 2.10 Computation of Interest and Fees 41 2.11 Evidence of Debt 41 2.12 Payments Generally; Administrative Agent’s Clawback 41 2.13 Sharing of Payments by Lenders 43 2.14 Defaulting Lenders 44 Article III TAXES, YIELD PROTECTION AND ILLEGALITY 45 3.01 Taxes 45 3.02 Illegality 50 3.03 Inability to Determine Rates 51 3.04 Increased Costs 53 3.05 Compensation for Losses 54 3.06 Mitigation Obligations; Replacement of Lenders; Certificates 55 3.07 Survival 55 Article IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 55 4.01 Conditions to Effectiveness and Initial Credit Extension 55 Article V REPRESENTATIONS AND WARRANTIES 58 5.01 Due Incorporation, Qualification, Etc. 58 5.02 Authority 58 5.03 Enforceability 58 5.04 Non-Contravention 59 5.05 Approvals 59 5.06 No Violation or Default 59 5.07 Litigation 59 5.08 Title; Possession Under Leases 60 5.09 Financial Statements 60 5.10 Other Regulations 60 i 5.11 Patent and Other Rights 60 5.12 Governmental Charges 61 5.13 Margin Stock; Investment Company Act 61 5.14 Subsidiaries, Etc. 61 5.15 [Intentionally Omitted] 61 5.16 No Material Adverse Effect 61 5.17 Accuracy of Information Furnished 61 5.18 Representations as to Foreign Obligors 62 5.19 Taxpayer Identification Number; Other Identifying Information 63 5.20 Sanctions 63 5.21 Anti-Corruption Laws 63 5.22 Affected Financial Institutions 63 5.23 Covered Entities 63 5.24 Beneficial Ownership Certification 63 Article VI AFFIRMATIVE COVENANTS 64 6.01 Information 64 6.02 Books and Records 66 6.03 Inspections 66 6.04 Insurance 67 6.05 Taxes, Governmental Charges and Other Indebtedness 67 6.06 Use of Proceeds 67 6.07 General Business Operations 67 6.08 Pari Passu Ranking 68 6.09 PATRIOT Act; Beneficial Ownership Regulation 68 6.10 Subsidiary Guarantors 68 6.11 Anti-Corruption Laws 69 6.12 Sanctions 69 Article VII NEGATIVE COVENANTS 69 7.01 Indebtedness 69 7.02 Liens 71 7.03 Asset Dispositions 73 7.04 Mergers, Acquisitions, Etc. 74 7.05 Change in Business 75 7.06 [Reserved] 75 7.07 Accounting Changes 75 7.08 Financial Covenants 75 7.09 Sanctions 76 7.10 Anti-Corruption Laws 76 Article VIII EVENTS OF DEFAULT AND REMEDIES 76 8.01 Events of Default 76 8.02 Remedies Upon Event of Default 79 8.03 Application of Funds 80 8.04 Lender Rate Contract Remedies 80 Article IX ADMINISTRATIVE AGENT 81 9.01 Appointment and Authority 81 9.02 Rights as a Lender 81 9.03 Exculpatory Provisions 81 ii 9.04 Reliance by Administrative Agent 82 9.05 Delegation of Duties 83 9.06 Resignation of Administrative Agent 83 9.07 Non-Reliance on Administrative Agent, Arrangers, Syndication Agent, Co-Documentation Agents and Other Lenders 84 9.08 No Other Duties, Etc. 85 9.09 Administrative Agent May File Proofs of Claim 85 9.10 Guaranty Matters 85 9.11 Certain ERISA Matters 85 9.12 Recovery of Erroneous Payments 86 9.13 Withholding Tax 87 Article X MISCELLANEOUS 87 10.01 Amendments, Etc. 87 10.02 Notices; Effectiveness; Electronic Communication 89 10.03 No Waiver; Cumulative Remedies; Enforcement 91 10.04 Expenses; Indemnity; Damage Waiver 91 10.05 Payments Set Aside 94 10.06 Successors and Assigns 94 10.07 Treatment of Certain Information; Confidentiality 101 10.08 Right of Setoff 102 10.09 Interest Rate Limitation 102 10.10 Integration; Effectiveness 102 10.11 Survival of Representations and Warranties 103 10.12 Severability 103 10.13 Replacement of Lenders 103 10.14 Governing Law; Jurisdiction; Etc. 104 10.15 Waiver of Jury Trial 105 10.16 California Judicial Reference 106 10.17 No Advisory or Fiduciary Responsibility 106 10.18 Electronic Execution; Electronic Records 107 10.19 Judgment Currency 108 10.20 Bermuda Branch; Full Recourse Obligations 108 10.21 [Reserved] 108 10.22 USA PATRIOT Act 108 10.23 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 109 10.24 Acknowledgement Regarding Any Supported QFC 109 iii SCHEDULES 2.01 Commitments and Applicable Percentages 5.14 Subsidiaries 5.19 Identification Numbers for the Company 7.01 Existing Indebtedness 10.02 Certain Addresses for Notices EXHIBITS Form of A Loan Notice B Note C Compliance Certificate D Assignment and Assumption E Subsidiary Guaranty F-1-4 U.S. Tax Certificates iv CREDIT AGREEMENT This CREDIT AGREEMENT (this “ Agreement ”) is entered into as of May 29, 2026, among FLEX LTD., a Singapore registered public company limited by shares with registered address located at 2 Changi South Lane, Singapore 486123 and having company registration no. 199002645H, acting (subject to Section 10.20 ) through its Bermuda branch, having a principal place of business from which it conducts operations in accordance with its permit located at 16 Par-la-Ville Road, Hamilton HM08 Bermuda (the “ Company ” or the “ Borrower ”), each Lender from time to time party hereto, and CITIBANK, N.A., as the Administrative Agent. The Company has requested that the Lenders provide a senior term loan credit facility and the Lenders are willing to do so on the terms and conditions set forth herein. The term loan facility to be made hereunder is to be used to refinance the Existing 364-Day Facility (as defined below), the proceeds of which were used to finance a portion of the cash consideration paid in connection with the Electrical Power Acquisition (as defined below), and as otherwise permitted hereunder. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: Article I DEFINITIONS AND ACCOUNTING TERMS 1.01        Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: “ Acceptable Discount ” has the meaning specified in Section 2.05(a)(ii) . “ Acceptable Prepayment Amount ” has the meaning specified in Section 2.05(a)(ii) . “ Acceptance and Prepayment Notice ” means a written notice of acceptance of any Offered Discount at the Acceptable Discount made pursuant to Section 2.05(a)(ii) in form reasonably satisfactory to the Auction Agent. “ Acceptance Date ” has the meaning specified in Section 2.05(a)(ii) . “ Acquired Business ” means Electrical Power Products, Inc., an Iowa corporation. “ Acquisition Agreement ” means that certain Stock Purchase Agreement, dated as of March 27, 2026, by and among the ACS Acquisitions, Inc., a Delaware corporation, and Electro Management Corp., an Iowa corporation, TO EP2 2026 Trust, a trust formed pursuant to the laws of the state of Iowa and Timothy J. O’Donnell, an individual, and Flextronics International USA, Inc., a California corporation. “ Act ” has the meaning specified in Section 6.09 . “ Adjusted Revenues ” means, in respect of any Subsidiary of the Company for any period, total revenues for such Subsidiary for such period, less Intercompany Revenues for such period. 1 “ Administrative Agent ” means Citibank, N.A. (or any of its designated branch offices or affiliates) in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. “ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account, as the Administrative Agent may from time to time notify to the Company and the Lenders. “ Administrative Questionnaire ” means an Administrative Questionnaire in the form approved by the Administrative Agent from time to time. “ Affected Financial Institution ” means (a) any EEA Financial Institution or (b) any UK Financial Institution. “ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified and in relation to Raiffeisen Bank International AG, any of its direct and indirect shareholders and members of the “Austrian Raiffeisen Banking Group”, being Raiffeisen Bank International AG and each credit institution located in Austria whose name includes the term “Raiffeisen”. “ Agent Parties ” has the meaning specified in Section 10.02(c) . “ Aggregate Commitments ” means, as of any date of determination, the sum of the Commitments of the Lenders as of such date. The Aggregate Commitments on the Closing Date, prior to giving effect to the Borrowing on the Closing Date, shall be $1,450,000,000. “ Agreement ” has the meaning specified in the introductory paragraph hereto. “ Agreement Currency ” has the meaning specified in Section 10.19 . “ Applicable Discount ” has the meaning specified in Section 2.05(a)(ii) . “ Applicable Foreign Obligor Documents ” has the meaning specified in Section 5.18(a) . “ Applicable Percentage ” means, in respect of the Facility, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Facility represented by the outstanding principal amount of such Lender’s Commitments and, if applicable and without duplication, such Lender’s Term Loans at such time. The initial Applicable Percentage of each Lender in respect of the Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto. “ Applicable Rate ” means, as of any date of determination, the following percentages per annum, based upon the Debt Rating as set forth below: Pricing Level Debt Ratings S&P/Moody’s/Fitch Term SOFR Loans Base Rate Loans 1 BBB+ or better/Baa1 or better/ BBB+ or better 0.875% 0.000% 2 BBB/Baa2/BBB 1.000% 0.000% 3 BBB-/Baa3/BBB- 1.125% 0.125% 4 BB+/Ba1/BB+ 1.375% 0.375% 5 BB or worse/Ba2 or worse/BB or worse 1.625% 0.625% 2 “ Debt Rating ” means, as of any date of determination, (a) the long term issuer credit rating of the Company as determined by S&P, (b) the issuer rating (PDR) of the Company as determined by Moody’s (or, if no such issuer rating is in effect, then the corporate family rating of the Company as determined by Moody’s), and/or (c) the long term issuer credit rating (IDR) of the Company as determined by Fitch; provided , that , (i) if two of the three respective Debt Ratings issued by the foregoing rating agencies are the same level, then the Pricing Level for such Debt Ratings shall apply; (ii) if the respective Debt Ratings issued by the foregoing rating agencies all differ, then the Pricing Level for the middle level of such Debt Ratings shall apply (with the Debt Rating for Pricing Level 1 being the highest and the Debt Rating for Pricing Level 5 being the lowest for purposes of this Agreement); (iii) if the Company has only two Debt Ratings and such Debt Ratings issued by the two rating agencies differ by one level, then the Pricing Level for the lower of such Debt Ratings shall apply; (iv) if the Company has only two Debt Ratings and such Debt Ratings issued by the foregoing rating agencies differ by more than one level, then the Pricing Level that is one level lower than the Pricing Level of the higher Debt Rating shall apply; (v) if the Company has only one Debt Rating, the Pricing Level that is one level lower than that of such Debt Rating shall apply; and (vi) if the Company does not have any Debt Rating, Pricing Level 5 shall apply. Initially, the Applicable Rate shall be determined based upon Pricing Level 3. Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change. “ Approved Fund ” means any Fund that is administered or managed 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. “ Arrangers ” means Citibank, N.A., BofA Securities, Inc., Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, Bank of China, New York Branch, BNP Paribas Securities Inc., China Construction Bank, New York Branch, DBS Bank Ltd., Industrial and Commercial Bank of China Limited, New York Branch, Mizuho Bank, Ltd., MUFG Bank, Ltd., PNC Bank, National Association, The Bank of Nova Scotia, U.S. Bank National Association and UniCredit Bank GmbH, in each case, in its capacities as a joint lead arranger and a joint bookrunner. “ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor. “ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.06(b) ), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent. “ Auction Agent ” means (a) the Administrative Agent or (b) any other financial institution or advisor employed by the Company (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Loan Prepayment pursuant to Section 2.05(a)(ii) ; provided , that , the Company shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent); provided , further , that , neither the Company nor any of its Affiliates may act as the Auction Agent. 3 “ Available Tenor ” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) 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 (y) otherwise, any payment period for interest calculated with reference to 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 pursuant to this Agreement, 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 3.03(b)(iv) . “ 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, rule, regulation 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). “ Bankruptcy Code ” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.), as amended. “ Base Rate ” means for any day a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate, as in effect from time to time, plus 0.50%, (c) Term SOFR for an Interest Period of one (1) month, plus 1.00%, and (d) zero percent (0.00%). The Administrative Agent’s prime lending rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrative Agent and the Lenders may make commercial loans or other loans at rates of interest at, above, or below the Prime Rate. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate, or Term SOFR will be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate, or Term SOFR, respectively. If the Base Rate is required to be determined without reference to clause (c) above, then the Base Rate shall be the highest of clauses (a), (b) and (d) above. “ Base Rate Loan ” means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars. “ Base Rate Term SOFR Determination Day ” has the meaning specified in the definition of “Term SOFR”. “ Benchmark ” means, initially, the Term SOFR Reference Rate; provided , that , if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” shall mean the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.03(b) . “ Benchmark Replacement ” means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date: (a) Daily Simple SOFR; and (b) the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities; plus (ii) the related Benchmark Replacement Adjustment. If the Benchmark Replacement would be less than zero percent (0%), the Benchmark Replacement will be deemed to be zero percent (0%) for the purposes of this Agreement and the other Loan Documents. 4 “ Benchmark Replacement Adjustment ” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the 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 Dollar-denominated syndicated credit facilities. “ Benchmark Replacement Date ” means a date and time determined by the Administrative Agent, which date shall be no later than the earlier to occur of the following events with respect to the then-current Benchmark: (a) in the case of clause (a) or clause (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 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 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 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 Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide 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). 5 “ Benchmark Unavailability Period ” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.03(b) and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.03(b) . “ Beneficial Ownership Certification ” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation. “ Beneficial Ownership Regulation ” means 31 C.F.R. § 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 and subject to 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”. “ BHC Act Affiliate ” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. “ Borrower ” has the meaning specified in the introductory paragraph hereto. “ Borrower Materials ” has the meaning specified in Section 6.01 . “ Borrowing ” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest Period, made by each of the Lenders pursuant to Section 2.01 . “ Business Day ” means (a) any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close and (b) if such day relates to a Borrowing of, a payment or prepayment of principal or interest on, a conversion of or into, or an Interest Period for, a Term SOFR Loan, a determination of Term SOFR or a notice with respect to any of the foregoing, any day that is also a U.S. Government Securities Business Day. “ Capital Lease ” means any lease obligation that, in accordance with GAAP, is required to be capitalized on the books of a lessee. “ CFC ” means a “controlled foreign corporation” described in Section 957(a) of the Code. “ Change in Law ” means the occurrence, after the Closing Date, 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, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in implementation thereof and (y) 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, issued or implemented. 6 “ Change of Control ” means the occurrence of any of the following events: (a) the acquisition after the Closing Date by any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934 (as amended, the “ Exchange Act ”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC under the Exchange Act) of 50% or more of the outstanding Equity Securities of the Company entitled to vote for members of the board of directors (or similar governing body); or (b) during any period of 12 consecutive calendar months, individuals who are directors of the Company on the first day of such period (“ Initial Directors ”) and any directors of the Company who are specifically approved by two-thirds of the Initial Directors and previously approved directors shall cease to constitute a majority of the board of directors of the Company before the end of such period. “ Citi ” means Citibank, Citigroup Global Markets Inc., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as any of them shall determine to be appropriate to provide the services contemplated herein or in the Fee Letter. “ Citibank ” means Citibank, N.A. and its successors. “ Closing Date ” means May 29, 2026. “ Cloud and Power Spin-Off ” has the meaning specified in Section 7.03(c) . “ Co-Documentation Agents ” means Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, Bank of China, New York Branch, BNP Paribas, China Construction Bank, New York Branch, DBS Bank Ltd., Industrial and Commercial Bank of China Limited, New York Branch, Mizuho Bank, Ltd., MUFG Bank, Ltd., The Bank of Nova Scotia, PNC Bank, National Association, U.S. Bank National Association and UniCredit Bank GmbH, in each case, in its capacity as a co-documentation agent. “ Code ” means the Internal Revenue Code of 1986, as amended. “ Commitment ” means, as to any Lender, its obligation to make a Term Loan pursuant to Section 2.01 , in an aggregate amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. “ Communication ” means this Agreement, any other Loan Document and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement or any other Loan Document. “ Company ” has the meaning specified in the introductory paragraph hereto. “ Competitor ” has the meaning specified in the definition of “Disqualified Institution”. “ Compliance Certificate ” means a certificate substantially in the form of Exhibit C . 7 “ Conforming Changes ” means with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate”, the definition of “Business Day”, the definition of “U.S. Government Securities Business Day”, 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 3.05 and other technical, administrative or operational matters) that the Administrative Agent decides, in consultation with the Company, 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 (in consultation with the Company) is reasonably necessary in connection with the administration of this Agreement and the other Loan 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 Tangible Assets ” means, as of any date of determination, with respect to the Company and its Subsidiaries, the aggregate amount of assets as of such date (determined on a consolidated basis and in accordance with GAAP) after deducting therefrom all goodwill, trade names, trademarks, patents, licenses, unamortized debt discount and expense, treasury stock and other like intangibles (in each case, determined on a consolidated basis and in accordance with GAAP). “ Contingent Obligation ” means, without duplication, with respect to any Person, (a) any Guaranty Obligation of that Person and (b) any direct or indirect obligation or liability, contingent or otherwise, of that Person (i) in respect of any Surety Instrument issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings or payments or (ii) in respect of any Rate Contract that is not entered into in connection with a bona fide hedging operation that provides offsetting benefits to such Person. The amount of any Contingent Obligation shall (subject, in the case of Guaranty Obligations, to the last sentence of the definition of “Guaranty Obligation”) be deemed equal to the maximum reasonably anticipated liability in respect thereof (subject to reduction as the underlying liability so guaranteed is reduced from time to time), and shall, with respect to any item included pursuant to clause (b)(ii) of this definition, be marked to market on a current basis. “ Contractual Obligation ” of any Person means any indenture, note, lease, loan agreement, security, deed of trust, mortgage, security agreement, guaranty, instrument, contract, agreement or other form of contractual obligation or undertaking to which such Person is a party or by which such Person or any of its property is bound. “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto. “ Convertible Indebtedness ” means Indebtedness of the Company having a feature which entitles the holder thereof to convert or exchange all or a portion of such Indebtedness into or by reference to Equity Securities of the Company. “ Covered Entity ” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). 8 “ Covered Party ” has the meaning specified in Section 10.24 . “ Credit Extension ” means a Borrowing. “ Daily Simple SOFR ” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided , that , if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion. “ Debt/EBITDA Ratio ” means, with respect to the Company and its Subsidiaries, as of any date of determination, the ratio, determined on a consolidated basis in accordance with GAAP, of: (a)           the total Indebtedness of the Company and its Subsidiaries on such date; provided , that , in computing the foregoing sum, (i) there shall be excluded therefrom any Indebtedness to the extent the proceeds thereof are (A) legally segregated from the Company’s or such Subsidiaries’ other assets and (B) either (1) only held in the form of cash or cash equivalents or (2) used by the Company or its Subsidiaries for a purpose approved in advance from time to time by the Required Lenders, (ii) there shall be included as a component of total Indebtedness, without duplication and regardless of whether constituting Indebtedness as defined herein, all Securitization Attributable Indebtedness and (iii) any Subordinated Convertible Indebtedness shall only be included therein to the extent it would be classified as indebtedness in accordance with GAAP, to (b)           EBITDA for the four fiscal quarter period ending on such date. “ Debt Rating ” has the meaning specified in the definition of “Applicable Rate”. “ Debtor Relief Laws ” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, suspension of payments, rearrangement, receivership, insolvency, judicial management, composition, arrangement, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally. “ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default. “ Default Rate ” means, when used with respect to Obligations, an interest rate equal to the Base Rate plus (i) the Applicable Rate applicable to Base Rate Loans plus (ii) 2% per annum; provided , that , with respect to any Term SOFR Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum. “ Default Right ” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. 9 “ Defaulting Lender ” means, subject to Section 2.14(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 Company 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 or any Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Company or the Administrative Agent 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 Company, to confirm in writing to the Administrative Agent and the Company 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 Company), 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 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 any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.14(b) ) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Company and each Lender promptly following such determination. “ Designated Jurisdiction ” means, at any time, any country, region or territory which is the target of comprehensive Sanctions (as of the Closing Date, the so-called Luhansk People’s Republic, so-called Donetsk People’s Republic, Crimea, the non-governmental controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, Cuba, Iran, and North Korea). “ Discount Range ” has the meaning specified in Section 2.05(a)(ii) . “ Discount Range Prepayment Amount ” has the meaning specified in Section 2.05(a)(ii) . “ Discount Range Prepayment Notice ” means a written notice of Discount Range Prepayment Offers made pursuant to Section 2.05(a)(ii) in form reasonably satisfactory to the Auction Agent. “ Discount Range Prepayment Offer ” means the irrevocable written offer by a Lender submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice. “ Discount Range Prepayment Response Date ” has the meaning specified in Section 2.05(a)(ii) . “ Discounted Loan Prepayment ” has the meaning specified in Section 2.05(a)(ii) . 10 “ Discounted Prepayment Determination Date ” has the meaning specified in Section 2.05(a)(ii) . “ Discounted Prepayment Effective Date ” means in the case of a Discount Range Prepayment Offer or Solicited Discounted Prepayment Offer, five (5) Business Days following the Discount Range Prepayment Response Date or the Solicited Discounted Prepayment Response Date, as applicable, in accordance with Section 2.05(a)(ii) , unless a shorter period is agreed to between the Company and the Auction Agent. “ Disqualified Institution ” means, as of any date of determination, (a) any Person that is a competitor of the Company or any of its Subsidiaries that has been identified by legal name in writing to the Administrative Agent prior to such date (any such Person, a “ Competitor ”), or (b) any Affiliate of any Competitor that (i) has been identified by legal name in writing to the Administrative Agent prior to such date, or (ii) is obviously (based solely on the similarity of the legal name of such Affiliate to the name of the Competitor) an Affiliate of such Competitor; provided , that , (X) the foregoing shall not apply retroactively to disqualify any Person that previously acquired an assignment of, or participation in, the Commitments and/or Loans to the extent such Person was not a Disqualified Institution at the time of such assignment or participation, as applicable, (Y) the Disqualified Institutions shall not include any Person that the Company designates in writing to the Administrative Agent as no longer being a “Disqualified Institution” and (Z) the Disqualified Institutions shall not include any bona fide fixed income investor or debt fund that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, notes, bonds and similar extensions of credit or securities in the ordinary course of its business and whose managers are not involved with the equity investment decisions of any other Person described in clause (a) or clause (b) above. “ Dollar ” and “ $ ” means lawful money of the United States. “ DQ List ” has the meaning specified in Section 10.06(i)(iv) . “ EBITDA ” means, with respect to the Company and its Subsidiaries, for any period, the sum, determined on a consolidated basis in accordance with GAAP, of the following: (a)           the net income or net loss of the Company and its Subsidiaries for such period before provision for income taxes; plus (b)           the sum (without duplication and to the extent deducted in calculating net income or loss in clause (a) above) of (i) all Interest Expense of the Company and its Subsidiaries accruing during such period, (ii) all depreciation and amortization expenses of the Company and its Subsidiaries accruing during such period, (iii) any other noncash charges of the Company and its Subsidiaries incurred in such period, including noncash charges for stock options, performance shares or other equity-based compensation (it being understood and agreed that the term “noncash charges” does not include charges which consist of, or require an accrual of or cash reserve for, cash charges in any other periods), and (iv) losses arising from any sale, transfer or other disposition of assets of the Company or any Subsidiary outside the ordinary course of business; plus 11 (c)           an amount, not to exceed the greater of (i) $290,000,000 and (ii) fifteen percent (15%) of EBITDA for such period (determined prior to giving effect to any of the add-backs described in this clause (c) for such period), equal to the sum (without duplication and to the extent deducted in calculating net income or loss in clause (a) above) of one-time (A) merger- or acquisition-related expenses (including legal fees, investment banking fees and other similar fees and expenses) in connection with any merger or acquisition entered into or consummated by the Company or any of its Subsidiaries which is otherwise permitted under this Agreement, (B) restructuring costs incurred by the Company or any of its Subsidiaries in connection with any restructuring entered into or consummated by the Company or any of its Subsidiaries which is otherwise permitted under this Agreement, (C) net losses from the early extinguishment of notes or other Indebtedness, (D) expenses (including legal fees, investment banking fees and other similar fees and expenses) in connection with investments made by the Company or any of its Subsidiaries, (E) expenses (including legal fees, investment banking fees and other similar fees and expenses) in connection with the repayment of Indebtedness by the Company or any of its Subsidiaries which is otherwise permitted under this Agreement, (F) expenses relating to pension payments or programs, including those pension and post-retirement contributions, payments and estimates publicly reported and (G) transaction costs relating to this Agreement and the other Loan Documents; in each case paid in such period and calculated in accordance with GAAP; provided , that , no one-time cash charges in connection with merger- or acquisition-related or other investment-related expenses shall be added to the calculation of EBITDA if the Company and its Subsidiaries, in connection with any Specified Transaction to which such expenses relate, shall have adjusted EBITDA on a pro forma basis to give effect to such Specified Transaction as if such Specified Transaction had occurred as of the first day of such period as described in the last sentence of this definition; minus (d)           to the extent included in calculating net income or loss in clause (a) above, gains arising from any sale, transfer or other disposition of assets of the Company or any Subsidiary outside the ordinary course of business. If the Company or any of its Subsidiaries consummates any Specified Transaction during any period in respect of which EBITDA is to be determined, (x) such EBITDA for such period may, in the sole discretion of the Company, be determined on a pro forma basis as if such Specified Transaction occurred as of the first day of such period or (y) solely with respect to any Specified Asset Acquisition, to the extent that the Company (A) determines that the portion of EBITDA for such period attributable to the assets or property acquired in such Specified Asset Acquisition is not reasonably determinable or obtainable for such period and (B) for the avoidance of doubt, does not give pro forma effect to such Specified Asset Acquisition pursuant to clause (x) above, then, the portion of EBITDA attributable to the assets or property acquired in such Specified Asset Acquisition for such period may, in the sole discretion of the Company, be determined based on available historical information for such period regarding costs of goods sold (it being understood, for the avoidance of doubt, that such costs of goods sold shall not include any amounts that are margin or profit) and volume for the products manufactured and/or services provided with the assets or property acquired in such Specified Asset Acquisition, in each case, for such period and by applying a margin that is based solely on contractual commitments (to the extent such contractual commitments are in existence as of the applicable date of calculation) to which such assets or property are subject for such period; provided , that , no EBITDA shall be included pursuant to the foregoing clauses (x) or (y) for any period to the extent duplicative of any items otherwise included in the calculation of EBITDA for such period, whether through a pro forma adjustment or otherwise. 12 “ 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 EEA Financial Institution. “ Electrical Power Acquisition ” means the purchase by the Borrower through its indirect wholly owned Subsidiary, ACS Acquisitions, Inc., a Delaware corporation, of (i) all of the issued and outstanding shares of the Acquired Business pursuant to the Acquisition Agreement and (ii) certain real estate property owned by an affiliate of the Acquired Business pursuant to the Real Estate Purchase Agreement. The Electrical Power Acquisition was consummated on May 1, 2026. “ Electronic Copy ” has the meaning specified in Section 10.18 . “ Electronic Record ” has the meaning assigned to such term by 15 U.S.C. §7006. “ Electronic Signature ” has the meaning assigned to such term by 15 U.S.C. §7006. “ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 10.06(b) (subject to such consents, if any, as may be required under Section 10.06(b) ). For the avoidance of doubt, any Disqualified Institution is subject to Section 10.06(i) . “ Employee Benefit Plan ” means any employee benefit plan within the meaning of section 3(3) of ERISA maintained or contributed to by the Borrower, any Material Subsidiary or any ERISA Affiliate, other than a Multiemployer Plan. “ Environmental Laws ” means all the Governmental Rules and Contractual Obligations relating to the protection of human health and the environment, including those pertaining to the reporting, licensing, permitting, investigation or remediation of emissions, discharges, releases, or threatened releases of Hazardous Materials into the air, surface water, groundwater, or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling of, or exposure to, Hazardous Materials. “ Equity Securities ” of any Person means (a) all common stock, preferred stock, participations, shares, partnership interests, membership interests, beneficial interests in a trust or other equity interests in such Person (regardless of how designated and whether or not voting or non-voting) and (b) all warrants, options and other rights to acquire any of the foregoing. “ ERISA ” means the Employee Retirement Income Security Act of 1974. “ ERISA Affiliate ” means any Person which is treated as a single employer with the Borrower or any Material Subsidiary under Section 414 of the Code. “ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time. 13 “ Event of Default ” has the meaning specified in Section 8.01 . “ Exchange Act ” has the meaning specified in the definition of “Change of Control”. “ Excluded Subsidiary ” has the meaning specified in Section 6.07 . “ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Company under Sections 3.06(b) or 10.13 ) or (ii) such Lender changes its Lending Office (other than pursuant to Section 3.06(a) ), except in each case to the extent that, pursuant to Section 3.01 , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office; (c) Taxes attributable to such Recipient’s failure (other than as a result of a Change in Law) to comply with Section 3.01(g) ; and (d) any withholding Taxes imposed under FATCA. Notwithstanding anything to the contrary contained in this definition, “Excluded Taxes” shall not include any withholding tax, other than taxes described in clauses (a)(i) and (ii) above, imposed at any time on payments made by or on behalf of a Foreign Obligor to any Lender hereunder or under any other Loan Document; provided , that , such Lender shall have complied with Section 3.01(g) . “ Existing 364-Day Facility ” means that certain Credit Agreement dated as of April 30, 2026 by and among the Company, the lenders from time to time party thereto and Citibank, N.A., as administrative agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Closing Date). “ Existing Indebtedness ” means the Indebtedness existing on the Closing Date specified on Schedule 7.01 . “ Facility ” means, at any time, the Aggregate Commitments and the aggregate principal amount of the Term Loans at such time, as applicable. “ FASB ” means the Financial Accounting Standards Board. “ FASB ASC ” means the Accounting Standards Codification of FASB. “ FATCA ” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code. “ Federal Funds Rate ” means, for any day, the rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the weighted average of the rates on overnight federal funds transactions with member banks of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the next succeeding Business Day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upwards, if necessary, to the next 1/100 of 1%) charged to Citibank on such day for such transactions as determined by the Administrative Agent. For purposes of this Agreement, the Federal Funds Rate shall not be less than zero percent (0%). 14 “ Fee Letter ” means the fee letter, dated May 29, 2026, among the Company and Citibank, N.A. “ Financial Statements ” means, with respect to any accounting period for any Person, statements of income, shareholders’ equity and cash flows of such Person for such period, and a balance sheet of such Person as of the end of such period, setting forth in each case in comparative form figures for the corresponding period in the preceding fiscal year if such period is less than a full fiscal year or, if such period is a full fiscal year, corresponding figures from the preceding annual audit, all prepared in reasonable detail and in accordance with GAAP. “ Fitch ” means Fitch Ratings Inc. and any successor thereto. “ Foreign Lender ” means, with respect to the Borrower, (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the Governmental Rules of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each state thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. “ Foreign Obligor ” means the Company and any other Loan Party that is a Foreign Subsidiary. “ Foreign Plan ” means any employee benefit plan maintained or contributed to by the Borrower or any of its Subsidiaries which is mandated or governed by any Governmental Rule of any Governmental Authority other than the United States. “ Foreign Subsidiary ” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States, a state thereof or the District of Columbia. “ FRB ” means the Board of Governors of the Federal Reserve System of the United States. “ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. “ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of FASB or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied and subject to Section 1.03 . “ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational bodies such as the Financial Conduct Authority, the Prudential Regulation Authority, the European Union or the European Central Bank). 15 “ Governmental Charges ” means, with respect to any Person, all levies, assessments, fees, claims or other charges imposed by any Governmental Authority upon such Person or any of its property or otherwise payable by such Person. “ Governmental Rule ” means any law, rule, regulation, ordinance, order, code interpretation, judgment, decree, directive, guidelines, policy or similar form of decision of any Governmental Authority. “ Granting Lender ” has the meaning specified in Section 10.06(g) . “ Guaranty Obligation ” means, with respect to any Person, subject to the last sentence of this definition, any direct or indirect liability of that Person with respect to any indebtedness, lease, dividend, letter of credit or other obligation (other than endorsements of instruments for collection or deposits in the ordinary course of business) (the “ primary obligations ”) of another Person (the “ primary obligor ”), including any obligation of that Person, whether or not contingent, (a) to purchase, repurchase or otherwise acquire such primary obligations or any property constituting direct or indirect security therefor, (b) to advance or provide funds (i) for the payment or discharge of any such primary obligation, or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet item, level of income or financial condition of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (d) otherwise to assure or hold harmless the holder of any such primary obligation against loss in respect thereof. The amount of any Guaranty Obligation shall be deemed equal to the stated or determinable amount of the primary obligation in respect of which such Guaranty Obligation is made or, if not stated or if indeterminable, the maximum reasonably anticipated liability in respect thereof (subject to reduction as the underlying liability so guaranteed is reduced from time to time); provided , that , with respect to (A) any Guaranty Obligation by the Company or any of its Subsidiaries in respect of a primary obligation (other than any Indebtedness for borrowed money) of the Company or any of its Subsidiaries and (B) any Guaranty Obligation of the Company or any of its Subsidiaries in respect of the primary obligation of a lessor in connection with a transaction relating to Synthetic Lease Obligations entered into by the Company or any of its Subsidiaries, such Guaranty Obligation shall, in each case, be deemed to be equal to the maximum reasonably anticipated liability in respect thereof which shall be deemed to be limited to an amount that actually becomes past due from time to time with respect to such primary obligation (as reasonably determined by the Company in good faith). “ Hazardous Materials ” means all pollutants, contaminants and other materials, substances and wastes which are hazardous, toxic, caustic, harmful or dangerous to human health or the environment, including petroleum and petroleum products and byproducts, radioactive materials, asbestos and polychlorinated biphenyls. “ HMT ” has the meaning specified in the definition “Sanctions”. “ Identified Participating Lenders ” has the meaning specified in Section 2.05(a)(ii) . “ Identified Qualifying Lenders ” has the meaning specified in Section 2.05(a)(ii) . “ Indebtedness ” of any Person means, without duplication, the following: (a)           all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments and all other obligations of such Person for borrowed money (including obligations to repurchase receivables and other assets sold with recourse); provided , that , “Indebtedness” shall not at any date of determination include obligations of such Person for the deferred purchase price of property evidenced by notes, bonds, debentures or similar instruments to the extent (i) such obligations have a regularly-scheduled maturity date that is less than one year after such date, and (ii) solely for purposes of Section 8.01(e) , the non-payment of such obligations as of such date is subject to a good faith dispute, including by virtue of a bona fide right of setoff by such Person; 16 (b)           all obligations of such Person for the deferred purchase price of property or services (including obligations under letters of credit and other credit facilities which secure or finance such purchase price and the capitalized amount reported for income tax purposes with respect to Synthetic Lease Obligations); provided , that , “Indebtedness” shall not at any date of determination include (i) obligations consisting of accounts payable for property or services or the deferred purchase price of property to the extent (A) such obligations have a regularly-scheduled maturity date or payment due date that is less than one year after such date, and (B) solely for purposes of Section 8.01(e) , the non-payment of such obligations as of such date is subject to a good faith dispute, including by virtue of a bona fide right of setoff by such Person or (ii) earnout obligations (and other similar contingent obligations) in connection with any Specified Transaction, except to the extent such obligations are due and payable pursuant to the definitive document for such Specified Transaction and remain unpaid for three (3) Business Days after the due date therefor; (c)           all obligations of such Person under conditional sale or other title retention agreements with respect to property (other than inventory) acquired by such Person (to the extent of the value of such property if the rights and remedies of the seller or lender under such agreement in the event of default are limited solely to repossession or sale of such property); (d)           all obligations of such Person as lessee under or with respect to Capital Leases and Synthetic Lease Obligations; (e)           all Guaranty Obligations of such Person with respect to the Indebtedness of any other Person, and all other Contingent Obligations (other than Guaranty Obligations) of such Person; (f)           all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment (other than payments made solely with other Equity Securities) in respect of any Equity Securities in such Person or any other Person, in each case, to the extent such obligations arise on or prior to the date that is ninety-one (91) days following the then-latest Maturity Date, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and (g)           all obligations of other Persons of the types described in clauses (a) through (f) above to the extent secured by (or for which any holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien in any property (including accounts and contract rights) of such Person, even though such Person has not assumed or become liable for the payment of such obligations, valued at the lesser of (i) the fair market value of the property securing such obligations and (ii) the stated principal amount of such obligations. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. 17 “ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a) above, Other Taxes. “ Indemnitee ” has the meaning specified in Section 10.04(b) . “ Information ” has the meaning specified in Section 10.07 . “ Initial Directors ” has the meaning specified in the definition “Change of Control”. “ Intercompany Receivables ” means, in respect of the Company or any of its consolidated Subsidiaries, at any time of determination, assets consisting of receivables owing to such Person by the Company or any consolidated Subsidiary of the Company as of such time of determination. “ Intercompany Revenues ” means, in respect of any Subsidiary of the Company for any period, revenues of such Subsidiary that would not, after taking into account offsetting entries in the consolidation process, be recognized in accordance with GAAP as revenues of the Company in the consolidated Financial Statements of the Company and its Subsidiaries for such period. “ Interest Coverage Ratio ” means, with respect to the Company and its Subsidiaries, as of any date of determination, the ratio, determined on a consolidated basis in accordance with GAAP, of: (a)           EBITDA for the four fiscal quarter period ending on such date to (b)           aggregate Interest Expense of the Company and its Subsidiaries for the four fiscal quarter period ending on such date. “ Interest Expense ” means, with respect to any Person for any period, (a) the amount which would, in conformity with GAAP, be set forth opposite the caption “interest expense” or any like caption on a consolidated income statement of such Person and its Subsidiaries minus (b) the amount of non-cash interest (including interest paid by the issuance of additional securities) included in such amount; provided , that , for any period during which there shall exist any securitization or similar program relating to the accounts receivable of such Person or its Subsidiaries, “Interest Expense” shall be adjusted to include (without duplication) an amount equal to the interest (or other fees in the nature of interest or discount) accrued and paid or payable in cash for such period by the applicable special purpose entity to the financiers of such securitization or similar program. “ Interest Payment Date ” means, (a) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date and (b) as to any Term SOFR Loan, (i) the last day of each Interest Period applicable to such Loan and (ii) the Maturity Date; provided , however , that if any Interest Period for a Term SOFR Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall be Interest Payment Dates and the Maturity Date. 18 “ Interest Period ” means, as to each Term SOFR Loan, the period commencing on the date such Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the date one, three or six months thereafter, as selected by the Borrower in its Loan Notice; provided , that : (a)           any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; (b)           any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; (c)           no tenor that has been removed from this definition pursuant to Section 3.03(b)(iv) shall be available for specification in a Loan Notice; and (d)           no Interest Period shall extend beyond the Maturity Date; “ IRS ” means the United States Internal Revenue Service. “ Judgment Currency ” has the meaning specified in Section 10.19 . “ Lender ” means, at any time, any Person that has a Commitment or holds a Term Loan at such time or that, after the Aggregate Commitments have expired or been terminated pursuant to this Agreement, holds a Term Loan at such time; provided , that , for purposes of making Loans to the Borrower, any Lender may from time to time delegate in its stead one or more of its Affiliates as such lenders, duly authorized to engage in such lending activities in the jurisdiction of the Borrower, in which event the term “Lender” shall also include any such designated Affiliate as in effect from time to time; provided , further , that , for all purposes of voting or consenting with respect to (a) any amendment, supplementation or modification of any Loan Document, (b) any waiver of any requirements of any Loan Document or any Default or Event of Default and its consequences, or (c) any other matter as to which a Lender may vote or consent pursuant to this Agreement, the Lender making such delegation shall be deemed the “Lender” rather than such Affiliate, which shall not be entitled to vote or consent. “ Lender Rate Contract ” has the meaning specified in Section 8.04 . “ Lending Office ” means, as to any Lender, the office or offices of such Person described as such in such Person’s Administrative Questionnaire, or such other office or offices as such Person may from time to time notify the Company and the Administrative Agent which office or offices may include any Affiliate of such Person or any domestic or foreign branch of such Person or such Affiliate. Unless the context otherwise requires, each reference to a Lender shall include its applicable Lending Office. “ Leverage Increase Period ” has the meaning specified in Section 7.08(a) . “ Lien ” means, with respect to any property or asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such property or asset or the income therefrom, including any agreement to provide any of the foregoing, (b) the interest of a vendor or a lessor under any conditional sale agreement, Capital Lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. “ Loan ” means a Term Loan. 19 “ Loan Documents ” means this Agreement, each amendment to this Agreement, each Note, the Fee Letter, each Subsidiary Guaranty and any subordination agreement entered into by the Administrative Agent in connection with Subordinated Convertible Indebtedness. “ Loan Notice ” means a notice of (a) a Borrowing, (b) a conversion of Term SOFR Loans to Base Rate Loans, (c) a conversion of Base Rate Loans to Term SOFR Loans, or (d) a continuation of Term SOFR Loans, in each case, pursuant to Section 2.02(a) , which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. “ Loan Parties ” means, collectively, the Company and each Subsidiary Guarantor (if any). “ Margin Stock ” has the meaning given to that term in Regulation U. “ Material Adverse Effect ” means a material adverse effect on (a) the business, assets, operations or financial condition of the Company and its Subsidiaries, taken as a whole (excluding, solely for purposes of the closing certificate delivered by the Company pursuant to Section 4.01(a)(ix) , any such changes resulting solely from macroeconomic or financial market or electronics manufacturing industry events or circumstances that have not affected and are not expected to affect the operations, business, assets or financial condition of the Company and its Subsidiaries taken as a whole to an extent that is or would be disproportionate to that of other members of its industry), (b) the ability of the Borrower to pay or perform its Obligations in accordance with the terms of this Agreement and the other Loan Documents, (c) at any time there is one or more Subsidiary Guarantors, the ability of the Subsidiary Guarantors (taken as a whole) to pay or perform the Obligations in accordance with the terms of this Agreement and the other Loan Documents or (d) the rights and remedies of the Administrative Agent or any Lender under this Agreement, the other Loan Documents or any related document, instrument or agreement. “ Material Subsidiary ” means, at any time of determination: (a) any Subsidiary that (i) had Adjusted Revenues during the immediately preceding fiscal year equal to or greater than 5% of the consolidated total revenues of the Company and its Subsidiaries during such preceding year or (ii) held assets, excluding Intercompany Receivables and investments in the Company or any other Subsidiary, on the last day of the immediately preceding fiscal year equal to or greater than 10% of the consolidated total assets of the Company and its Subsidiaries on such date, in each case as set forth or reflected in the audited Financial Statements of the Company and its Subsidiaries dated March 31, 2026 or the then most-recently available audited Financial Statements provided pursuant to Section 6.01 ; and (b) following any Material Subsidiary Recalculation Event, any Subsidiary that, on a pro forma basis (after giving effect to such Material Subsidiary Recalculation Event and all other Material Subsidiary Recalculation Events occurring on or prior to the date thereof), (i) had Adjusted Revenues during the twelve-month period ended as of the last day of the immediately preceding fiscal quarter for which Financial Statements are available, greater than 5% of the consolidated total revenues of the Company and its Subsidiaries during such twelve-month period or (ii) holds assets, excluding Intercompany Receivables and investments in the Company or any other Subsidiary, equal to or greater than 10% of the consolidated total assets of the Company and its Subsidiaries (including the assets of such Subsidiary and any other Subsidiaries acquired) as of the last day of the immediately preceding fiscal quarter for which Financial Statements are available (such tests in this clause (b) , together, the “ Pro Forma MS Test ”). For purposes of the Pro Forma MS Test in clause (b)(i) , a Material Subsidiary Recalculation Event shall be deemed to have occurred as of the first day of the applicable twelve-month period. 20 “ Material Subsidiary Recalculation Event ” means any of the following: (a) the consummation of any acquisition by the Company or any of its Subsidiaries of any Person that becomes a Subsidiary (or part of a Subsidiary) as a result thereof (or the acquisition of all or substantially all of the assets of any Person or of any line of business of any Person) that would result in an additional Material Subsidiary, based on the Pro Forma MS Test, as applied as of such date; or (b) any sale or disposition (including by merger) of any material portion of the Equity Securities of any Subsidiary of the Company, or the sale or transfer of all or substantially all of the assets of any Subsidiary of the Company. “ Maturity Date ” means the earlier to occur of: (a) November 29, 2027; provided , that , if such date is not a Business Day, the date referred to in this clause (a) shall be deemed to be the immediately preceding Business Day; and (b) the date that the Term Loans are declared due and payable pursuant to Section 8.02 . “ Maximum Rate ” has the meaning specified in Section 10.09 . “ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto. “ Multiemployer Plan ” means any multiemployer plan within the meaning of section 3(37) of ERISA maintained or contributed to by the Borrower, any Material Subsidiary or any ERISA Affiliate. “ Non-Core Assets ” means those assets and businesses (including the Equity Securities of any Subsidiary engaged exclusively in such businesses) designated in good faith by the board of directors of the Company from time to time as “Non-Core Assets” and set forth in a certificate or certificates of a Responsible Officer delivered by the Company to the Administrative Agent to the effect that the Company’s board of directors has duly designated such assets and businesses as “Non-Core Assets” in good faith. “ Note ” means a promissory note made by the Borrower in favor of a Lender substantially in the form of Exhibit B . “ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. “ OFAC ” means the Office of Foreign Assets Control of the United States Department of the Treasury. “ Offered Amount ” has the meaning specified in Section 2.05(a)(ii) . “ Offered Discount ” has the meaning specified in Section 2.05(a)(ii) . “ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document). “ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, or filing or similar Taxes arising from any payment made hereunder or under any other Loan Document or from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment pursuant to Sections 3.06(b) or 10.13 ). 21 “ Outstanding Amount ” means with respect to Term Loans on any date, the amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans occurring on such date. “ Overnight Rate ” means, for any day, with respect to any amount denominated in Dollars, the greater of (a) the Federal Funds Rate and (b) an overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. “ Participant ” has the meaning specified in Section 10.06(d) . “ Participant Register ” has the meaning specified in Section 10.06(d) . “ Participating Lender ” has the meaning specified in Section 2.05(a)(ii) . “ PBGC ” means the Pension Benefit Guaranty Corporation. “ Periodic Term SOFR Determination Day ” has the meaning specified in the definition of “Term SOFR”. “ Permitted Indebtedness ” has the meaning specified in Section 7.01 . “ Permitted Liens ” has the meaning specified in Section 7.02 . “ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. “ Plan of Reorganization ” has the meaning specified in Section 10.06(i)(iii) . “ Platform ” has the meaning specified in Section 6.01 . “ Prime Rate ” means the rate of interest per annum publicly announced from time to time by Citibank as its prime rate. The “prime rate” is a rate set by Citibank based upon various factors including Citibank’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the “prime rate” announced by Citibank shall take effect at the opening of business on the day specified in the public announcement of such change. “ Pro Forma Calculation Subsidiary ” means any Subsidiary as to which the Company has properly elected to present its EBITDA on a pro forma basis, as set forth in the last sentence of the definition “EBITDA”. “ Pro Forma MS Test ” has the meaning specified in the definition “Material Subsidiary”. “ PTE ” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time. “ Public Lender ” has the meaning specified in Section 6.01 . 22 “ QFC ” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). “ QFC Credit Support ” has the meaning specified in Section 10.24 . “ Qualified Acquisition ” means a Specified Transaction (or series of related Specified Transactions consummated in any six (6)-month period) that is designated by the Company to the Administrative Agent as a “Qualified Acquisition” hereunder and for which the aggregate consideration (including the assumption or incurrence of Indebtedness in connection with such Specified Transaction, all obligations in respect of deferred purchase price (including obligations under any purchase price adjustment but excluding earnout or similar payments) in connection with such Specified Transaction and all other cash consideration payable in connection with such Specified Transaction) is at least $750,000,000; provided , that , for any Specified Transaction or series of Specified Transactions to qualify as a “Qualified Acquisition,” the Administrative Agent shall have received, prior to, or concurrently with, the consummation of such Specified Transaction or series of Specified Transactions, a certificate from a Responsible Officer of the Company certifying that such Specified Transaction or series of Specified Transactions meet the criteria set forth in this definition and notifying the Administrative Agent that the Company has elected to treat such Specified Transaction or series of Specified Transactions as a “Qualified Acquisition.” “ Qualifying Lender ” has the meaning specified in Section 2.05(a)(ii) . “ Rate Contract ” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided , that , no phantom stock, deferred compensation arrangement or similar plan providing for payments only on account of past or future services provided by current or former directors, officers, employees or consultants of the Borrower or its Subsidiaries shall be a Rate Contract. “ Real Estate Purchase Agreement ” means that certain Purchase and Sale Agreement, dated as of March 27, 2026, by and among Electro Management Corp., an Iowa corporation and ACS Acquisitions, Inc., a Delaware corporation. “ Receivables Assets ” means accounts receivable, indebtedness and other obligations owed to or owned by the Company or any Subsidiary (whether now existing or arising or acquired in the future) arising in the ordinary course of business from the sale of goods or services (including any indebtedness or obligation constituting an account, chattel paper, instrument or general intangible), together with all related security, collateral, collections, contracts, contract rights, guarantees or other obligations in respect thereof, all proceeds and supporting obligations and all other related assets which are of the type customarily transferred in connection with a sale, factoring, financing or securitization transaction involving accounts receivable. “ Recipient ” means (a) the Administrative Agent, (b) any Lender, and (c) any other recipient of any payment to be made by or on behalf of any Loan Party. “ Refinancing ” means the repayment of all amounts outstanding and the termination in full of all commitments under the Existing 364-Day Facility. “ Register ” has the meaning specified in Section 10.06(c) . 23 “ Regulation U ” means Regulation U of the FRB, as in effect from time to time and all official rulings and interpretations thereunder or thereof. “ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, members, officers, employees, agents, trustees, administrators, managers, advisors, attorneys, consultants and representatives of such Person and of such Person’s Affiliates, and their respective successors and permitted assigns. “ Relevant Governmental Body ” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York, or any successor thereto. “ Reportable Event ” means a reportable event within the meaning of Section 4043 of ERISA and applicable regulations thereunder, but shall not include a reportable event for which the notice requirement has been waived. “ Required Lenders ” means, as of any date of determination, the Lenders having more than 50% of the aggregate outstanding principal amount of the Term Loans and the aggregate Commitments (if any) as of such date of determination; provided, that , if the Commitments of the Lenders to make Term Loans have expired or been terminated, “ Required Lenders ” means Lenders holding in the aggregate more than 50% of the Total Outstandings; provided , further , that , the unused Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. Notwithstanding the foregoing, at any time there are at least two Lenders party to this Agreement that are non-Defaulting Lenders, any determination of Required Lenders shall include at least two of such Lenders (with a Lender and its Affiliates and Approved Funds being deemed to be one Lender for the purposes of this sentence). “ Requirements of Law ” applicable to any Person means (a) the articles or certificate of incorporation and by-laws, constitution, partnership agreement or other organizational, constitutional or governing documents of such Person, (b) any Governmental Rule applicable to such Person, (c) any license, permit, approval or other authorization granted by any Governmental Authority to or for the benefit of such Person and (d) any judgment, decision or determination of any Governmental Authority or arbitrator, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. “ Rescindable Amount ” has the meaning specified in Section 2.12(b)(ii) . “ Resolution Authority ” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority. “ Responsible Officer ” means, with respect to any Loan Party, such Loan Party’s chief executive officer, chief financial officer, treasurer, vice president - finance, controller, assistant controller, assistant treasurer, director of treasury operations, corporate secretary, assistant secretary, director or any other officer or authorized representative of such Loan Party designated from time to time by its board of directors or equivalent governing body to execute and deliver any document, instrument or agreement hereunder, and, solely for purposes of giving notices pursuant to Article II , any other officer or employee of the applicable Loan Party so designated in a written notice delivered by an officer or representative identified on an incumbency certificate delivered by the applicable Loan Party to the Administrative Agent from time to time or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. 24 “ Revolving Credit Agreement ” means that certain Credit Agreement, dated as of July 15, 2025 (as amended, restated, amended and restated, supplemented or modified prior to the Closing Date), among the Company, the Designated Borrowers (as defined therein) from time to time party thereto, the lenders from time to time party thereto, Bank of America, N.A., as the administrative agent, a letter of credit issuer and a swing line lender, the other letter of credit issuers from time to time party thereto, and the other swing line lenders from time to time party thereto. “ S&P ” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto. “ Same Day Funds ” means with respect to disbursements and payments in Dollars, immediately available funds. “ Sanctions ” means any international economic sanction administered or enforced by the United States Government (including OFAC), the United Nations Security Council, the European Union, His Majesty’s Treasury (“ HMT ”), the Government of Japan, the Government of Singapore (including the Monetary Authority of Singapore), the Hong Kong Monetary Authority or any other governmental authority with jurisdiction over any party to this Agreement. “ SEC ” means the U.S. Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions. “ Securitization Attributable Indebtedness ” means the amount of obligations outstanding under the legal documents entered into as part of any accounts receivable securitization, repurchase or similar transaction relating to accounts receivable originated by the Company or its Subsidiaries on any date of determination that corresponds to the outstanding net investment (including loans, advances or amounts funded subject to a repurchase obligation) of, or cash purchase price paid by, the unaffiliated third party purchasers or financial institutions participating in such transaction and, as such, would be characterized as principal if such securitization, repurchase or similar transaction were structured as a secured lending transaction rather than as a purchase (or, to the extent structured as a secured lending transaction, is principal). For the avoidance of doubt, “Securitization Attributable Indebtedness” shall not include (a) obligations that correspond to a deferred purchase price or other consideration owing to the Company or any of its Subsidiaries funded on a deferred basis from the proceeds of the collections on such receivables, a subordinated or residual interest held by the Company or any of its Subsidiaries or the reserve or over-collateralization established or maintained for the benefit of the unaffiliated third party purchasers or financial institutions participating in such transaction (in each case irrespective of whether a lien is granted therein to secure the repayment of the related Securitization Attributable Indebtedness), and (b) obligations arising under uncommitted factoring arrangements and similar uncommitted sale transactions. “ SOFR ” means a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator. “ SOFR Administrator ” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). “ Solicited Discount Proration ” has the meaning specified in Section 2.05(a)(ii) . “ Solicited Discounted Prepayment Amount ” has the meaning specified in Section 2.05(a)(ii) . 25 “ Solicited Discounted Prepayment Notice ” means a written notice of the Company of Solicited Discounted Prepayment Offers made pursuant to Section 2.05(a)(ii) in form reasonably satisfactory to the Auction Agent. “ Solicited Discounted Prepayment Offer ” means the irrevocable written offer by each Lender submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice. “ Solicited Discounted Prepayment Response Date ” has the meaning specified in Section 2.05(a)(ii) . “ SPC ” has the meaning specified in Section 10.06(g) . “ Specified Asset Acquisition ” means any Specified Transaction of the type referred to in clause (d) of the definition thereof. “ Specified Subsidiary ” means (a) any Subsidiary of the Company designated as a “Specified Subsidiary” in the certificate signed by a Responsible Officer of the Company and delivered to the Administrative Agent pursuant to Section 4.01(a)(ix) , and (b) any Person owned, directly or indirectly, in whole or in part, by the Persons identified in clause (a) above. “ Specified Transaction ” means any acquisition (whether by purchase, merger, consolidation or otherwise) by the Company or any of its Subsidiaries of (a) all or substantially all of the assets or property of another Person, (b) any division or line of business of another Person, (c) any Person that becomes a Subsidiary pursuant to such acquisition or (d) assets or property of another Person (excluding, for the avoidance of doubt, acquisitions of all or substantially all of the assets or property of another Person but including acquisitions of any division or line of business of another Person which do not constitute all or substantially all of the assets or property of such other Person) for which the aggregate consideration paid by the Company and its Subsidiaries in connection with such acquisition contemplated by this clause (d) exceeds $25,000,000. “ Submitted Amount ” has the meaning specified in Section 2.05(a)(ii) . “ Submitted Discount ” has the meaning specified in Section 2.05(a)(ii) . “ Subordinated Convertible Indebtedness ” means Convertible Indebtedness issued by the Company after the Closing Date that, as of any date of determination, (a) does not mature, and has no scheduled principal payments, prepayments, repurchases, redemptions or sinking fund or like payments of any kind required at any time on or before the twentieth (20 th ) anniversary of the date of issuance thereof (other than customary put rights upon a change of control or a termination of trading of the Company’s common Equity Securities, so long as, in each case, the holders thereof have agreed in the subordination agreement required pursuant to clause (c) below not to exercise such put right unless and until the Obligations shall have been paid in full), (b) provides that the Company may defer the payment of interest at any time, at the Company’s option and (c) has been made expressly subordinate and junior in right of payment to the payment of the principal of, premium, if any, and interest on the Obligations pursuant to a reasonable and customary subordination agreement and/or subordination provisions for the benefit of the Administrative Agent, in each case, reasonably satisfactory to the Administrative Agent. 26 “ Subsidiary ” of any Person means (a) any corporation of which more than 50% of the issued and outstanding Equity Securities having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries, (b) any partnership, joint venture, limited liability company or other association of which more than 50% of the equity interest having the power to vote, direct or control the management of such partnership, joint venture or other association is at the time owned and controlled by such Person, by such Person and one or more of the other Subsidiaries or by one or more of such Person’s other Subsidiaries, or (c) any other Person included in the Financial Statements of such Person on a consolidated basis. All references in this Agreement and the other Loan Documents to Subsidiaries shall, unless otherwise indicated refer to a “Subsidiary” or “Subsidiaries” of the Company. Notwithstanding the foregoing, except where expressly included herein, an Unrestricted Subsidiary shall not be considered a “Subsidiary”. “Subsidiary Guarantor ” means each Subsidiary of the Company that has executed a Subsidiary Guaranty. “ Subsidiary Guaranty ” means any Subsidiary Guaranty (including counterparts thereof and joinders and supplements thereto) made by one or more Subsidiary Guarantors in favor of the Administrative Agent and the Lenders, substantially in the form of Exhibit E (or such other document as the Administrative Agent and the Company shall deem appropriate). “ Supported QFC” has the meaning specified in Section 10.24 . “ Surety Instruments ” means all letters of credit (including standby and commercial), banker’s acceptances, bank guaranties, shipside bonds, surety bonds and similar instruments. “ Syndication Agent ” means Bank of America, N.A., in its capacity as syndication agent. “ Synthetic Lease Obligation ” means the monetary obligation of a Person as a lessee under (a) a so-called synthetic or tax retention lease, where such transaction is considered borrowed money indebtedness for tax purposes or bankruptcy purposes but is classified as an operating lease in accordance with GAAP or (b) a lease, funding agreement or other arrangement for the use or possession of real or personal property pursuant to which the lessor is treated as the owner of such property for accounting purposes and the lessee is treated as the owner of such property for federal income tax purposes and which creates obligations that do not appear as borrowed money indebtedness on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the borrowed money indebtedness of such Person (without regard to accounting treatment). “ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including back-up withholding), assessments, fees or other similar charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. “ Term Loan ” has the meaning specified in Section 2.01 . “ Term Loan Credit Agreement ” means that certain Credit Agreement, dated as of March 24, 2025 (as amended, restated, amended and restated, supplemented or modified prior to the Closing Date), among the Company, the lenders from time to time party thereto and Truist Bank, as the administrative agent. 27 “ Term SOFR ” means: (a) for any calculation with respect to a Term SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “ Periodic Term SOFR Determination Day ”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided , that , if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day; and (b) for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “ Base Rate Term SOFR Determination Day ”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided , that , if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination Day; provided , that , if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall ever be less than zero percent (0%), then Term SOFR shall be deemed to be zero percent (0%). “ Term SOFR Administrator ” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion). “ Term SOFR Loan ” means a Loan that bears interest at a rate based on Term SOFR, other than pursuant to clause (c) of the definition of “Base Rate”. “ Term SOFR Reference Rate ” means the forward-looking term rate based on SOFR. “ Total Outstandings ” means, as of any date of determination, the aggregate Outstanding Amount of all Loans as of such date. “ Trade Date ” has the meaning specified in Section 10.06(i)(i) . “ Type ” means, with respect to a Loan, its character as a Base Rate Loan or a Term SOFR Loan. “ UK Financial Institution ” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. “ UK Resolution Authority ” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution. “ Unadjusted Benchmark Replacement ” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment. “ United States ” and “ U.S. ” mean the United States of America. 28 “ Unrestricted Subsidiary ” means (a)(i) any Person which would otherwise constitute a “Subsidiary” of the Company, but which is designated by the Company (by notice to the Administrative Agent) as an “Unrestricted Subsidiary”, so long as (A) less than 100% of the issued and outstanding Equity Securities of such Person are owned, directly or indirectly, by the Company, and (B) the assets or businesses of such Person (including the Equity Securities of any Subsidiary engaged exclusively in such businesses) are Non-Core Assets, as certified by a Responsible Officer of the Company in the notice designating such entity as an “Unrestricted Subsidiary”, and (ii) any Person owned, directly or indirectly, in whole or in part, by the Persons identified in clause (a)(i) above, and (b)(i) any Specified Subsidiary, but only to the extent (A) such Specified Subsidiary would otherwise constitute a “Subsidiary” of the Company, (B) such Specified Subsidiary is designated by the Company (by notice to the Administrative Agent) as an “Unrestricted Subsidiary”, (C) less than 100% of the issued and outstanding Equity Securities of such Specified Subsidiary are owned, directly or indirectly, by the Company, and (D) upon giving pro forma effect to the designation of such Specified Subsidiary as an Unrestricted Subsidiary, the Company would be in compliance with the financial covenants set forth in Section 7.08 as of the most recent fiscal quarter end for which the Company was required to deliver financial statements pursuant to Section 6.01(a) or (b) , and (ii) any Person owned, directly or indirectly, in whole or in part, by the Persons identified in clause (b)(i) above; provided , that , notwithstanding anything contained in clause (a) or (b) above, no Loan Party may be an Unrestricted Subsidiary. As of the Closing Date, there are no Unrestricted Subsidiaries. “ U.S. Government Securities Business Day ” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. “ U.S. Person ” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code. “ U.S. Special Resolution Regimes ” has the meaning specified in Section 10.24 . “ U.S. Tax Compliance Certificate ” has the meaning assigned to such term in Section 3.01(g) . “ Wholly-Owned Subsidiary ” means any Subsidiary of which more than 90% of the issued and outstanding Equity Securities are owned, directly or indirectly, by the Company. “ Write-Down and Conversion Powers ” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers. 29 1.02          Other Interpretive Provisions . With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a)           The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include ,” “ includes ” and “ including ” shall be deemed to be followed by the phrase “ without limitation .” The word “will” shall be construed to have the same meaning and effect as the word “ shall .” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, amended and restated, modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “ hereto ,” “ herein ,” “ hereof ” and “ hereunder ,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any…

Document text

EX-10.01 · tm2615696d1_ex10-01.htm

EX-10.01
 2
 tm2615696d1_ex10-01.htm
 EXHIBIT 10.1

 Exhibit 10.01

 Execution Version

 CREDIT AGREEMENT

 dated as of May 29, 2026

 among

 FLEX LTD. ,

 as the Borrower,

 CITIBANK, N.A. ,

 as the Administrative Agent,

 and

 The Lenders Party Hereto

 and

 CITIBANK, N.A.,

 BOFA SECURITIES, INC.,

 BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK
BRANCH,

 BANK OF CHINA, NEW YORK BRANCH,

 BNP PARIBAS SECURITIES INC.,

 CHINA CONSTRUCTION BANK, NEW YORK BRANCH,

 DBS BANK LTD.,

 INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED,
NEW YORK BRANCH,

 MIZUHO BANK, LTD.,

 MUFG BANK, LTD.,

 PNC BANK, NATIONAL ASSOCIATION,

 THE BANK OF NOVA SCOTIA,

 U.S. BANK NATIONAL ASSOCIATION

 and

 UNICREDIT BANK GMBH

 as Joint Lead Arrangers and Joint Bookrunners

 and

 BANK OF AMERICA, N.A. , as Syndication Agent

 and

 BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK
BRANCH,

 BANK OF CHINA, NEW YORK BRANCH,

 BNP PARIBAS,

 CHINA CONSTRUCTION BANK, NEW YORK BRANCH,

 DBS BANK LTD.,

 INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED,
NEW YORK BRANCH,

 MIZUHO BANK, LTD.,

 MUFG BANK, LTD.,

 PNC BANK, NATIONAL ASSOCIATION,

 THE BANK OF NOVA SCOTIA,

 U.S. BANK NATIONAL ASSOCIATION

 and

 UNICREDIT BANK GMBH

 as Co-Documentation Agents

 TABLE OF CONTENTS

 Page

 Article I DEFINITIONS AND ACCOUNTING TERMS
 1

 1.01
 Defined Terms
 1

 1.02
 Other Interpretive Provisions
 30

 1.03
 Accounting Terms
 30

 1.04
 Rounding
 31

 1.05
 Rates
 31

 1.06
 Times of Day
 32

 Article II THE COMMITMENTS AND CREDIT EXTENSIONS
 32

 2.01
 The Borrowing
 32

 2.02
 Borrowings, Conversions and Continuations of Loans
 32

 2.03
 [Reserved]
 34

 2.04
 [Reserved]
 34

 2.05
 Prepayments
 34

 2.06
 [Reserved.]
 40

 2.07
 Repayment of Loans
 40

 2.08
 Interest
 40

 2.09
 Fees
 40

 2.10
 Computation of Interest and Fees
 41

 2.11
 Evidence of Debt
 41

 2.12
 Payments Generally; Administrative Agent&rsquo;s Clawback
 41

 2.13
 Sharing of Payments by Lenders
 43

 2.14
 Defaulting Lenders
 44

 Article III TAXES, YIELD PROTECTION AND ILLEGALITY
 45

 3.01
 Taxes
 45

 3.02
 Illegality
 50

 3.03
 Inability to Determine Rates
 51

 3.04
 Increased Costs
 53

 3.05
 Compensation for Losses
 54

 3.06
 Mitigation Obligations; Replacement of Lenders; Certificates
 55

 3.07
 Survival
 55

 Article IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
 55

 4.01
 Conditions to Effectiveness and Initial Credit Extension
 55

 Article V REPRESENTATIONS AND WARRANTIES
 58

 5.01
 Due Incorporation, Qualification, Etc.
 58

 5.02
 Authority
 58

 5.03
 Enforceability
 58

 5.04
 Non-Contravention
 59

 5.05
 Approvals
 59

 5.06
 No Violation or Default
 59

 5.07
 Litigation
 59

 5.08
 Title; Possession Under Leases
 60

 5.09
 Financial Statements
 60

 5.10
 Other Regulations
 60

 i

 5.11
 Patent and Other Rights
 60

 5.12
 Governmental Charges
 61

 5.13
 Margin Stock; Investment Company Act
 61

 5.14
 Subsidiaries, Etc.
 61

 5.15
 [Intentionally Omitted]
 61

 5.16
 No Material Adverse Effect
 61

 5.17
 Accuracy of Information Furnished
 61

 5.18
 Representations as to Foreign Obligors
 62

 5.19
 Taxpayer Identification Number; Other Identifying Information
 63

 5.20
 Sanctions
 63

 5.21
 Anti-Corruption Laws
 63

 5.22
 Affected Financial Institutions
 63

 5.23
 Covered Entities
 63

 5.24
 Beneficial Ownership Certification
 63

 Article VI AFFIRMATIVE COVENANTS
 64

 6.01
 Information
 64

 6.02
 Books and Records
 66

 6.03
 Inspections
 66

 6.04
 Insurance
 67

 6.05
 Taxes, Governmental Charges and Other Indebtedness
 67

 6.06
 Use of Proceeds
 67

 6.07
 General Business Operations
 67

 6.08
 Pari Passu Ranking
 68

 6.09
 PATRIOT Act; Beneficial Ownership Regulation
 68

 6.10
 Subsidiary Guarantors
 68

 6.11
 Anti-Corruption Laws
 69

 6.12
 Sanctions
 69

 Article VII NEGATIVE COVENANTS
 69

 7.01
 Indebtedness
 69

 7.02
 Liens
 71

 7.03
 Asset Dispositions
 73

 7.04
 Mergers, Acquisitions, Etc.
 74

 7.05
 Change in Business
 75

 7.06
 [Reserved]
 75

 7.07
 Accounting Changes
 75

 7.08
 Financial Covenants
 75

 7.09
 Sanctions
 76

 7.10
 Anti-Corruption Laws
 76

 Article VIII EVENTS OF DEFAULT AND REMEDIES
 76

 8.01
 Events of Default
 76

 8.02
 Remedies Upon Event of Default
 79

 8.03
 Application of Funds
 80

 8.04
 Lender Rate Contract Remedies
 80

 Article IX ADMINISTRATIVE AGENT
 81

 9.01
 Appointment and Authority
 81

 9.02
 Rights as a Lender
 81

 9.03
 Exculpatory Provisions
 81

 ii

 9.04
 Reliance by Administrative Agent
 82

 9.05
 Delegation of Duties
 83

 9.06
 Resignation of Administrative Agent
 83

 9.07
 Non-Reliance on Administrative Agent, Arrangers, Syndication Agent, Co-Documentation Agents and Other Lenders
 84

 9.08
 No Other Duties, Etc.
 85

 9.09
 Administrative Agent May File Proofs of Claim
 85

 9.10
 Guaranty Matters
 85

 9.11
 Certain ERISA Matters
 85

 9.12
 Recovery of Erroneous Payments
 86

 9.13
 Withholding Tax
 87

 Article X MISCELLANEOUS
 87

 10.01
 Amendments, Etc.
 87

 10.02
 Notices; Effectiveness; Electronic Communication
 89

 10.03
 No Waiver; Cumulative Remedies; Enforcement
 91

 10.04
 Expenses; Indemnity; Damage Waiver
 91

 10.05
 Payments Set Aside
 94

 10.06
 Successors and Assigns
 94

 10.07
 Treatment of Certain Information; Confidentiality
 101

 10.08
 Right of Setoff
 102

 10.09
 Interest Rate Limitation
 102

 10.10
 Integration; Effectiveness
 102

 10.11
 Survival of Representations and Warranties
 103

 10.12
 Severability
 103

 10.13
 Replacement of Lenders
 103

 10.14
 Governing Law; Jurisdiction; Etc.
 104

 10.15
 Waiver of Jury Trial
 105

 10.16
 California Judicial Reference
 106

 10.17
 No Advisory or Fiduciary Responsibility
 106

 10.18
 Electronic Execution; Electronic Records
 107

 10.19
 Judgment Currency
 108

 10.20
 Bermuda Branch; Full Recourse Obligations
 108

 10.21
 [Reserved]
 108

 10.22
 USA PATRIOT Act
 108

 10.23
 Acknowledgement and Consent to Bail-In of Affected Financial Institutions
 109

 10.24
 Acknowledgement Regarding Any Supported QFC
 109

 iii

 SCHEDULES

 2.01
 Commitments and Applicable Percentages

 5.14
 Subsidiaries

 5.19
 Identification Numbers for the Company

 7.01
 Existing Indebtedness

 10.02
 Certain Addresses for Notices

 EXHIBITS

 Form of

 A
 Loan Notice

 B
 Note

 C
 Compliance Certificate

 D
 Assignment and Assumption

 E
 Subsidiary Guaranty

 F-1-4
 U.S. Tax Certificates

 iv

 CREDIT AGREEMENT

 This CREDIT AGREEMENT (this
 &ldquo; Agreement &rdquo;) is entered into as of May 29, 2026, among FLEX LTD., a Singapore registered public company limited
by shares with registered address located at 2 Changi South Lane, Singapore 486123 and having company registration no. 199002645H, acting
(subject to Section 10.20 ) through its Bermuda branch, having a principal place of business from which it conducts operations
in accordance with its permit located at 16 Par-la-Ville Road, Hamilton HM08 Bermuda (the &ldquo; Company &rdquo; or the &ldquo; Borrower &rdquo;),
each Lender from time to time party hereto, and CITIBANK, N.A., as the Administrative Agent.

 The Company has requested
that the Lenders provide a senior term loan credit facility and the Lenders are willing to do so on the terms and conditions set forth
herein. The term loan facility to be made hereunder is to be used to refinance the Existing 364-Day Facility (as defined below), the proceeds
of which were used to finance a portion of the cash consideration paid in connection with the Electrical Power Acquisition (as defined
below), and as otherwise permitted hereunder.

 In consideration of the mutual
covenants and agreements herein contained, the parties hereto covenant and agree as follows:

 Article I

 DEFINITIONS
AND ACCOUNTING TERMS

 1.01        Defined
Terms.

 As used in this Agreement,
the following terms shall have the meanings set forth below:

 &ldquo; Acceptable Discount &rdquo;
has the meaning specified in Section 2.05(a)(ii) .

 &ldquo; Acceptable Prepayment
Amount &rdquo; has the meaning specified in Section 2.05(a)(ii) .

 &ldquo; Acceptance and Prepayment
Notice &rdquo; means a written notice of acceptance of any Offered Discount at the Acceptable Discount made pursuant to Section 2.05(a)(ii) in
form reasonably satisfactory to the Auction Agent.

 &ldquo; Acceptance Date &rdquo;
has the meaning specified in Section 2.05(a)(ii) .

 &ldquo; Acquired Business &rdquo;
means Electrical Power Products, Inc., an Iowa corporation.

 &ldquo; Acquisition Agreement &rdquo;
means that certain Stock Purchase Agreement, dated as of March 27, 2026, by and among the ACS Acquisitions, Inc., a Delaware
corporation, and Electro Management Corp., an Iowa corporation, TO EP2 2026 Trust, a trust formed pursuant to the laws of the state of
Iowa and Timothy J. O&rsquo;Donnell, an individual, and Flextronics International USA, Inc., a California corporation.

 &ldquo; Act &rdquo; has
the meaning specified in Section 6.09 .

 &ldquo; Adjusted Revenues &rdquo;
means, in respect of any Subsidiary of the Company for any period, total revenues for such Subsidiary for such period, less Intercompany
Revenues for such period.

 1

 &ldquo; Administrative Agent &rdquo;
means Citibank, N.A. (or any of its designated branch offices or affiliates) in its capacity as administrative agent under any of the
Loan Documents, or any successor administrative agent.

 &ldquo; Administrative Agent&rsquo;s
Office &rdquo; means the Administrative Agent&rsquo;s address and, as appropriate, account, as the Administrative Agent may from time
to time notify to the Company and the Lenders.

 &ldquo; Administrative Questionnaire &rdquo;
means an Administrative Questionnaire in the form approved by the Administrative Agent from time to time.

 &ldquo; Affected Financial
Institution &rdquo; means (a) any EEA Financial Institution or (b) any UK Financial Institution.

 &ldquo; Affiliate &rdquo;
means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled
by or is under common Control with the Person specified and in relation to Raiffeisen Bank International AG, any of its direct and indirect
shareholders and members of the &ldquo;Austrian Raiffeisen Banking Group&rdquo;, being Raiffeisen Bank International AG and each credit
institution located in Austria whose name includes the term &ldquo;Raiffeisen&rdquo;.

 &ldquo; Agent Parties &rdquo;
has the meaning specified in Section 10.02(c) .

 &ldquo; Aggregate Commitments &rdquo;
means, as of any date of determination, the sum of the Commitments of the Lenders as of such date. The Aggregate Commitments on the Closing
Date, prior to giving effect to the Borrowing on the Closing Date, shall be $1,450,000,000.

 &ldquo; Agreement &rdquo;
has the meaning specified in the introductory paragraph hereto.

 &ldquo; Agreement Currency &rdquo;
has the meaning specified in Section 10.19 .

 &ldquo; Applicable Discount &rdquo;
has the meaning specified in Section 2.05(a)(ii) .

 &ldquo; Applicable Foreign
Obligor Documents &rdquo; has the meaning specified in Section 5.18(a) .

 &ldquo; Applicable Percentage &rdquo;
means, in respect of the Facility, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of
the Facility represented by the outstanding principal amount of such Lender&rsquo;s Commitments and, if applicable and without duplication,
such Lender&rsquo;s Term Loans at such time. The initial Applicable Percentage of each Lender in respect of the Facility is set forth
opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party
hereto.

 &ldquo; Applicable Rate &rdquo;
means, as of any date of determination, the following percentages per annum, based upon the Debt Rating as set forth below:

 Pricing

Level
 Debt Ratings

S&P/Moody&rsquo;s/Fitch
 Term SOFR

Loans
 Base Rate

Loans

 1
 BBB+ or better/Baa1 or better/ BBB+ or better
 0.875%
 0.000%

 2
 BBB/Baa2/BBB
 1.000%
 0.000%

 3
 BBB-/Baa3/BBB-
 1.125%
 0.125%

 4
 BB+/Ba1/BB+
 1.375%
 0.375%

 5
 BB or worse/Ba2 or

worse/BB or worse
 1.625%
 0.625%

 2

 &ldquo; Debt Rating &rdquo;
means, as of any date of determination, (a) the long term issuer credit rating of the Company as determined by S&P, (b) the
issuer rating (PDR) of the Company as determined by Moody&rsquo;s (or, if no such issuer rating is in effect, then the corporate family
rating of the Company as determined by Moody&rsquo;s), and/or (c) the long term issuer credit rating (IDR) of the Company as determined
by Fitch; provided , that , (i) if two of the three respective Debt Ratings issued by the foregoing rating agencies are
the same level, then the Pricing Level for such Debt Ratings shall apply; (ii) if the respective Debt Ratings issued by the foregoing
rating agencies all differ, then the Pricing Level for the middle level of such Debt Ratings shall apply (with the Debt Rating for Pricing
Level 1 being the highest and the Debt Rating for Pricing Level 5 being the lowest for purposes of this Agreement); (iii) if the
Company has only two Debt Ratings and such Debt Ratings issued by the two rating agencies differ by one level, then the Pricing Level
for the lower of such Debt Ratings shall apply; (iv) if the Company has only two Debt Ratings and such Debt Ratings issued by the
foregoing rating agencies differ by more than one level, then the Pricing Level that is one level lower than the Pricing Level of the
higher Debt Rating shall apply; (v) if the Company has only one Debt Rating, the Pricing Level that is one level lower than that
of such Debt Rating shall apply; and (vi) if the Company does not have any Debt Rating, Pricing Level 5 shall apply.

 Initially, the Applicable
Rate shall be determined based upon Pricing Level 3. Thereafter, each change in the Applicable Rate resulting from a publicly announced
change in the Debt Rating shall be effective during the period commencing on the date of the public announcement thereof and ending on
the date immediately preceding the effective date of the next such change.

 &ldquo; Approved Fund &rdquo;
means any Fund that is administered or managed 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.

 &ldquo; Arrangers &rdquo;
means Citibank, N.A., BofA Securities, Inc., Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, Bank of China, New York Branch,
BNP Paribas Securities Inc., China Construction Bank, New York Branch, DBS Bank Ltd., Industrial and Commercial Bank of China Limited,
New York Branch, Mizuho Bank, Ltd., MUFG Bank, Ltd., PNC Bank, National Association, The Bank of Nova Scotia, U.S. Bank National
Association and UniCredit Bank GmbH, in each case, in its capacities as a joint lead arranger and a joint bookrunner.

 &ldquo; Assignee Group &rdquo;
means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

 &ldquo; Assignment and Assumption &rdquo;
means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by
 Section 10.06(b) ), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other
form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

 &ldquo; Auction Agent &rdquo;
means (a) the Administrative Agent or (b) any other financial institution or advisor employed by the Company (whether or not
an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Loan Prepayment pursuant to Section 2.05(a)(ii) ;
 provided , that , the Company shall not designate the Administrative Agent as the Auction Agent without the written consent
of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction
Agent); provided , further , that , neither the Company nor any of its Affiliates may act as the Auction Agent.

 3

 &ldquo; Available Tenor &rdquo;
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) 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 (y) otherwise, any payment period for interest calculated with reference to 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
pursuant to this Agreement, 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 &ldquo;Interest Period&rdquo; pursuant to Section 3.03(b)(iv) .

 &ldquo; Bail-In Action &rdquo;
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.

 &ldquo; Bail-In Legislation &rdquo;
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, rule, regulation 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).

 &ldquo; Bankruptcy Code &rdquo;
means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. &sect;101, et seq.), as amended.

 &ldquo; Base Rate &rdquo;
means for any day a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate,
as in effect from time to time, plus 0.50%, (c) Term SOFR for an Interest Period of one (1) month, plus 1.00%,
and (d) zero percent (0.00%). The Administrative Agent&rsquo;s prime lending rate is a reference rate and does not necessarily represent
the lowest or best rate actually charged to any customer. The Administrative Agent and the Lenders may make commercial loans or other
loans at rates of interest at, above, or below the Prime Rate. Any change in the Base Rate due to a change in the Prime Rate, the Federal
Funds Rate, or Term SOFR will be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate,
or Term SOFR, respectively. If the Base Rate is required to be determined without reference to clause (c) above, then the Base Rate
shall be the highest of clauses (a), (b) and (d) above.

 &ldquo; Base Rate Loan &rdquo;
means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.

 &ldquo; Base Rate Term SOFR
Determination Day &rdquo; has the meaning specified in the definition of &ldquo;Term SOFR&rdquo;.

 &ldquo; Benchmark &rdquo;
means, initially, the Term SOFR Reference Rate; provided , that , if a Benchmark Transition Event has occurred with respect
to the Term SOFR Reference Rate or the then-current Benchmark, then &ldquo;Benchmark&rdquo; shall mean the applicable Benchmark Replacement
to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.03(b) .

 &ldquo; Benchmark Replacement &rdquo;
means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the
Administrative Agent for the applicable Benchmark Replacement Date: (a) Daily Simple SOFR; and (b) the sum of: (i) the
alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any
selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental
Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current
Benchmark for Dollar-denominated syndicated credit facilities; plus (ii) the related Benchmark Replacement Adjustment. If
the Benchmark Replacement would be less than zero percent (0%), the Benchmark Replacement will be deemed to be zero percent (0%) for the
purposes of this Agreement and the other Loan Documents.

 4

 &ldquo; Benchmark Replacement
Adjustment &rdquo; means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the
spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero)
that has been selected by the 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 Dollar-denominated syndicated credit facilities.

 &ldquo; Benchmark Replacement
Date &rdquo; means a date and time determined by the Administrative Agent, which date shall be no later than the earlier to occur of
the following events with respect to the then-current Benchmark: (a) in the case of clause (a) or clause (b) of
the definition of &ldquo;Benchmark Transition Event&rdquo;, the later of (i) the date of the public statement or publication of information
referenced therein and (ii) the date on 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 &ldquo;Benchmark Transition Event&rdquo;, 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 &ldquo;Benchmark
Replacement Date&rdquo; will be deemed to have occurred 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).

 &ldquo; Benchmark Transition
Event &rdquo; means 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 Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with
jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator
for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator
for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease
to provide 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 &ldquo;Benchmark
Transition Event&rdquo; 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).

 5

 &ldquo; Benchmark Unavailability
Period &rdquo; means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such
time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance
with Section 3.03(b) and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark
for all purposes hereunder and under any Loan Document in accordance with Section 3.03(b) .

 &ldquo; Beneficial Ownership
Certification &rdquo; means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

 &ldquo; Beneficial Ownership
Regulation &rdquo; means 31 C.F.R. &sect; 1010.230.

 &ldquo; Benefit Plan &rdquo;
means any of (a) an &ldquo;employee benefit plan&rdquo; (as defined in ERISA) that is subject to Title I of ERISA, (b) a &ldquo;plan&rdquo;
as defined in and subject to 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 &ldquo;employee benefit plan&rdquo;
or &ldquo;plan&rdquo;.

 &ldquo; BHC Act Affiliate &rdquo;
of a party means an &ldquo;affiliate&rdquo; (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of
such party.

 &ldquo; Borrower &rdquo;
has the meaning specified in the introductory paragraph hereto.

 &ldquo; Borrower Materials &rdquo;
has the meaning specified in Section 6.01 .

 &ldquo; Borrowing &rdquo;
means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest
Period, made by each of the Lenders pursuant to Section 2.01 .

 &ldquo; Business Day &rdquo;
means (a) any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required
by law to close and (b) if such day relates to a Borrowing of, a payment or prepayment of principal or interest on, a conversion
of or into, or an Interest Period for, a Term SOFR Loan, a determination of Term SOFR or a notice with respect to any of the foregoing,
any day that is also a U.S. Government Securities Business Day.

 &ldquo; Capital Lease &rdquo;
means any lease obligation that, in accordance with GAAP, is required to be capitalized on the books of a lessee.

 &ldquo; CFC &rdquo; means
a &ldquo;controlled foreign corporation&rdquo; described in Section 957(a) of the Code.

 &ldquo; Change in Law &rdquo;
means the occurrence, after the Closing Date, 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,
(x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or
issued in connection therewith or in implementation thereof and (y) 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 &ldquo;Change in Law&rdquo;,
regardless of the date enacted, adopted, issued or implemented.

 6

 &ldquo; Change of Control &rdquo;
means the occurrence of any of the following events: (a) the acquisition after the Closing Date by any person or group of persons
(within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934 (as amended, the &ldquo; Exchange Act &rdquo;))
of beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC under the Exchange Act) of 50% or more of the outstanding
Equity Securities of the Company entitled to vote for members of the board of directors (or similar governing body); or (b) during
any period of 12 consecutive calendar months, individuals who are directors of the Company on the first day of such period (&ldquo; Initial
Directors &rdquo;) and any directors of the Company who are specifically approved by two-thirds of the Initial Directors and previously
approved directors shall cease to constitute a majority of the board of directors of the Company before the end of such period.

 &ldquo; Citi &rdquo;
means Citibank, Citigroup Global Markets Inc., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates
as any of them shall determine to be appropriate to provide the services contemplated herein or in the Fee Letter.

 &ldquo; Citibank &rdquo;
means Citibank, N.A. and its successors.

 &ldquo; Closing Date &rdquo;
means May 29, 2026.

 &ldquo; Cloud and Power
Spin-Off &rdquo; has the meaning specified in Section 7.03(c) .

 &ldquo; Co-Documentation
Agents &rdquo; means Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, Bank of China, New York Branch, BNP Paribas, China Construction
Bank, New York Branch, DBS Bank Ltd., Industrial and Commercial Bank of China Limited, New York Branch, Mizuho Bank, Ltd., MUFG
Bank, Ltd., The Bank of Nova Scotia, PNC Bank, National Association, U.S. Bank National Association and UniCredit Bank GmbH, in each
case, in its capacity as a co-documentation agent.

 &ldquo; Code &rdquo;
means the Internal Revenue Code of 1986, as amended.

 &ldquo; Commitment &rdquo;
means, as to any Lender, its obligation to make a Term Loan pursuant to Section 2.01 , in an aggregate amount at any one time
outstanding not to exceed the amount set forth opposite such Lender&rsquo;s name on Schedule 2.01 under the caption &ldquo;Commitment&rdquo;
or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such
amount may be adjusted from time to time in accordance with this Agreement.

 &ldquo; Communication &rdquo;
means this Agreement, any other Loan Document and any document, amendment, approval, consent, information, notice, certificate, request,
statement, disclosure or authorization related to this Agreement or any other Loan Document.

 &ldquo; Company &rdquo;
has the meaning specified in the introductory paragraph hereto.

 &ldquo; Competitor &rdquo;
has the meaning specified in the definition of &ldquo;Disqualified Institution&rdquo;.

 &ldquo; Compliance Certificate &rdquo;
means a certificate substantially in the form of Exhibit C .

 7

 &ldquo; Conforming Changes &rdquo;
means with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark
Replacement, any technical, administrative or operational changes (including changes to the definition of &ldquo;Base Rate&rdquo;, the
definition of &ldquo;Business Day&rdquo;, the definition of &ldquo;U.S. Government Securities Business Day&rdquo;, the definition of &ldquo;Interest
Period&rdquo; or any similar or analogous definition (or the addition of a concept of &ldquo;interest period&rdquo;), 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 3.05 and other technical, administrative or
operational matters) that the Administrative Agent decides, in consultation with the Company, 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 (in consultation with the Company) is reasonably necessary in connection
with the administration of this Agreement and the other Loan Documents).

 &ldquo; Connection Income
Taxes &rdquo; means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise
Taxes or branch profits Taxes.

 &ldquo; Consolidated Tangible
Assets &rdquo; means, as of any date of determination, with respect to the Company and its Subsidiaries, the aggregate amount of assets
as of such date (determined on a consolidated basis and in accordance with GAAP) after deducting therefrom all goodwill, trade names,
trademarks, patents, licenses, unamortized debt discount and expense, treasury stock and other like intangibles (in each case, determined
on a consolidated basis and in accordance with GAAP).

 &ldquo; Contingent Obligation &rdquo;
means, without duplication, with respect to any Person, (a) any Guaranty Obligation of that Person and (b) any direct or indirect
obligation or liability, contingent or otherwise, of that Person (i) in respect of any Surety Instrument issued for the account of
that Person or as to which that Person is otherwise liable for reimbursement of drawings or payments or (ii) in respect of any Rate
Contract that is not entered into in connection with a bona fide hedging operation that provides offsetting benefits to such Person. The
amount of any Contingent Obligation shall (subject, in the case of Guaranty Obligations, to the last sentence of the definition of &ldquo;Guaranty
Obligation&rdquo;) be deemed equal to the maximum reasonably anticipated liability in respect thereof (subject to reduction as the underlying
liability so guaranteed is reduced from time to time), and shall, with respect to any item included pursuant to clause (b)(ii) of
this definition, be marked to market on a current basis.

 &ldquo; Contractual Obligation &rdquo;
of any Person means any indenture, note, lease, loan agreement, security, deed of trust, mortgage, security agreement, guaranty, instrument,
contract, agreement or other form of contractual obligation or undertaking to which such Person is a party or by which such Person or
any of its property is bound.

 &ldquo; Control &rdquo;
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise. &ldquo; Controlling &rdquo; and &ldquo; Controlled &rdquo;
have meanings correlative thereto.

 &ldquo; Convertible Indebtedness &rdquo;
means Indebtedness of the Company having a feature which entitles the holder thereof to convert or exchange all or a portion of such Indebtedness
into or by reference to Equity Securities of the Company.

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

 8

 &ldquo; Covered Party &rdquo;
has the meaning specified in Section 10.24 .

 &ldquo; Credit Extension &rdquo;
means a Borrowing.

 &ldquo; Daily Simple SOFR &rdquo;
means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent
in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining &ldquo;Daily
Simple SOFR&rdquo; for syndicated business loans; provided , that , if the Administrative Agent decides that any such convention
is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable
discretion.

 &ldquo; Debt/EBITDA Ratio &rdquo;
means, with respect to the Company and its Subsidiaries, as of any date of determination, the ratio, determined on a consolidated basis
in accordance with GAAP, of:

 (a)           the
total Indebtedness of the Company and its Subsidiaries on such date; provided , that , in computing the foregoing sum, (i) there
shall be excluded therefrom any Indebtedness to the extent the proceeds thereof are (A) legally segregated from the Company&rsquo;s
or such Subsidiaries&rsquo; other assets and (B) either (1) only held in the form of cash or cash equivalents or (2) used
by the Company or its Subsidiaries for a purpose approved in advance from time to time by the Required Lenders, (ii) there shall
be included as a component of total Indebtedness, without duplication and regardless of whether constituting Indebtedness as defined herein,
all Securitization Attributable Indebtedness and (iii) any Subordinated Convertible Indebtedness shall only be included therein to
the extent it would be classified as indebtedness in accordance with GAAP,

 to

 (b)           EBITDA
for the four fiscal quarter period ending on such date.

 &ldquo; Debt Rating &rdquo;
has the meaning specified in the definition of &ldquo;Applicable Rate&rdquo;.

 &ldquo; Debtor Relief Laws &rdquo;
means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
suspension of payments, rearrangement, receivership, insolvency, judicial management, composition, arrangement, reorganization, or similar
debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors
generally.

 &ldquo; Default &rdquo;
means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

 &ldquo; Default Rate &rdquo;
means, when used with respect to Obligations, an interest rate equal to the Base Rate plus (i) the Applicable Rate applicable
to Base Rate Loans plus (ii) 2% per annum; provided , that , with respect to any Term SOFR Loan, the Default Rate
shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2%
per annum.

 &ldquo; Default Right &rdquo;
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. &sect;&sect; 252.81, 47.2 or 382.1, as
applicable.

 9

 &ldquo; Defaulting Lender &rdquo;
means, subject to Section 2.14(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 Company in writing that such failure is the result of such Lender&rsquo;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 or any Lender any other amount required to be paid by it hereunder within two
Business Days of the date when due, (b) has notified the Company or the Administrative Agent 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&rsquo;s obligation to fund a Loan hereunder and states that such position is based on such Lender&rsquo;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 Company, to confirm in writing to the Administrative Agent and the Company 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 Company), 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 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 any one or more of clauses
(a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest
error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.14(b) ) as of the date established therefor
by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Company
and each Lender promptly following such determination.

 &ldquo; Designated Jurisdiction &rdquo;
means, at any time, any country, region or territory which is the target of comprehensive Sanctions (as of the Closing Date, the so-called
Luhansk People&rsquo;s Republic, so-called Donetsk People&rsquo;s Republic, Crimea, the non-governmental controlled areas of the Kherson
and Zaporizhzhia regions of Ukraine, Cuba, Iran, and North Korea).

 &ldquo; Discount Range &rdquo;
has the meaning specified in Section 2.05(a)(ii) .

 &ldquo; Discount Range Prepayment
Amount &rdquo; has the meaning specified in Section 2.05(a)(ii) .

 &ldquo; Discount Range Prepayment
Notice &rdquo; means a written notice of Discount Range Prepayment Offers made pursuant to Section 2.05(a)(ii) in
form reasonably satisfactory to the Auction Agent.

 &ldquo; Discount Range Prepayment
Offer &rdquo; means the irrevocable written offer by a Lender submitted in response to an invitation to submit offers following the
Auction Agent&rsquo;s receipt of a Discount Range Prepayment Notice.

 &ldquo; Discount Range Prepayment
Response Date &rdquo; has the meaning specified in Section 2.05(a)(ii) .

 &ldquo; Discounted Loan
Prepayment &rdquo; has the meaning specified in Section 2.05(a)(ii) .

 10

 &ldquo; Discounted Prepayment
Determination Date &rdquo; has the meaning specified in Section 2.05(a)(ii) .

 &ldquo; Discounted Prepayment
Effective Date &rdquo; means in the case of a Discount Range Prepayment Offer or Solicited Discounted Prepayment Offer, five (5) Business
Days following the Discount Range Prepayment Response Date or the Solicited Discounted Prepayment Response Date, as applicable, in accordance
with Section 2.05(a)(ii) , unless a shorter period is agreed to between the Company and the Auction Agent.

 &ldquo; Disqualified Institution &rdquo;
means, as of any date of determination, (a) any Person that is a competitor of the Company or any of its Subsidiaries that has been
identified by legal name in writing to the Administrative Agent prior to such date (any such Person, a &ldquo; Competitor &rdquo;),
or (b) any Affiliate of any Competitor that (i) has been identified by legal name in writing to the Administrative Agent prior
to such date, or (ii) is obviously (based solely on the similarity of the legal name of such Affiliate to the name of the Competitor)
an Affiliate of such Competitor; provided , that , (X) the foregoing shall not apply retroactively to disqualify any
Person that previously acquired an assignment of, or participation in, the Commitments and/or Loans to the extent such Person was not
a Disqualified Institution at the time of such assignment or participation, as applicable, (Y) the Disqualified Institutions shall
not include any Person that the Company designates in writing to the Administrative Agent as no longer being a &ldquo;Disqualified Institution&rdquo;
and (Z) the Disqualified Institutions shall not include any bona fide fixed income investor or debt fund that is primarily engaged
in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial
loans, notes, bonds and similar extensions of credit or securities in the ordinary course of its business and whose managers are not involved
with the equity investment decisions of any other Person described in clause (a) or clause (b) above.

 &ldquo; Dollar &rdquo;
and &ldquo; $ &rdquo; means lawful money of the United States.

 &ldquo; DQ List &rdquo;
has the meaning specified in Section 10.06(i)(iv) .

 &ldquo; EBITDA &rdquo;
means, with respect to the Company and its Subsidiaries, for any period, the sum, determined on a consolidated basis in accordance with
GAAP, of the following:

 (a)           the
net income or net loss of the Company and its Subsidiaries for such period before provision for income taxes;

 plus

 (b)           the
sum (without duplication and to the extent deducted in calculating net income or loss in clause (a) above) of (i) all
Interest Expense of the Company and its Subsidiaries accruing during such period, (ii) all depreciation and amortization expenses
of the Company and its Subsidiaries accruing during such period, (iii) any other noncash charges of the Company and its Subsidiaries
incurred in such period, including noncash charges for stock options, performance shares or other equity-based compensation (it being
understood and agreed that the term &ldquo;noncash charges&rdquo; does not include charges which consist of, or require an accrual of
or cash reserve for, cash charges in any other periods), and (iv) losses arising from any sale, transfer or other disposition of
assets of the Company or any Subsidiary outside the ordinary course of business;

 plus

 11

 (c)           an
amount, not to exceed the greater of (i) $290,000,000 and (ii) fifteen percent (15%) of EBITDA for such period (determined prior
to giving effect to any of the add-backs described in this clause (c) for such period), equal to the sum (without duplication
and to the extent deducted in calculating net income or loss in clause (a) above) of one-time (A) merger- or acquisition-related
expenses (including legal fees, investment banking fees and other similar fees and expenses) in connection with any merger or acquisition
entered into or consummated by the Company or any of its Subsidiaries which is otherwise permitted under this Agreement, (B) restructuring
costs incurred by the Company or any of its Subsidiaries in connection with any restructuring entered into or consummated by the Company
or any of its Subsidiaries which is otherwise permitted under this Agreement, (C) net losses from the early extinguishment of notes
or other Indebtedness, (D) expenses (including legal fees, investment banking fees and other similar fees and expenses) in connection
with investments made by the Company or any of its Subsidiaries, (E) expenses (including legal fees, investment banking fees and
other similar fees and expenses) in connection with the repayment of Indebtedness by the Company or any of its Subsidiaries which is otherwise
permitted under this Agreement, (F) expenses relating to pension payments or programs, including those pension and post-retirement
contributions, payments and estimates publicly reported and (G) transaction costs relating to this Agreement and the other Loan Documents;
in each case paid in such period and calculated in accordance with GAAP; provided , that , no one-time cash charges in connection
with merger- or acquisition-related or other investment-related expenses shall be added to the calculation of EBITDA if the Company and
its Subsidiaries, in connection with any Specified Transaction to which such expenses relate, shall have adjusted EBITDA on a pro forma
basis to give effect to such Specified Transaction as if such Specified Transaction had occurred as of the first day of such period as
described in the last sentence of this definition;

 minus

 (d)           to
the extent included in calculating net income or loss in clause (a) above, gains arising from any sale, transfer or other
disposition of assets of the Company or any Subsidiary outside the ordinary course of business.

 If the Company or any of its
Subsidiaries consummates any Specified Transaction during any period in respect of which EBITDA is to be determined, (x) such EBITDA
for such period may, in the sole discretion of the Company, be determined on a pro forma basis as if such Specified Transaction occurred
as of the first day of such period or (y) solely with respect to any Specified Asset Acquisition, to the extent that the Company
(A) determines that the portion of EBITDA for such period attributable to the assets or property acquired in such Specified Asset
Acquisition is not reasonably determinable or obtainable for such period and (B) for the avoidance of doubt, does not give pro forma
effect to such Specified Asset Acquisition pursuant to clause (x) above, then, the portion of EBITDA attributable to the assets
or property acquired in such Specified Asset Acquisition for such period may, in the sole discretion of the Company, be determined based
on available historical information for such period regarding costs of goods sold (it being understood, for the avoidance of doubt, that
such costs of goods sold shall not include any amounts that are margin or profit) and volume for the products manufactured and/or services
provided with the assets or property acquired in such Specified Asset Acquisition, in each case, for such period and by applying a margin
that is based solely on contractual commitments (to the extent such contractual commitments are in existence as of the applicable date
of calculation) to which such assets or property are subject for such period; provided , that , no EBITDA shall be included
pursuant to the foregoing clauses (x) or (y) for any period to the extent duplicative of any items otherwise included
in the calculation of EBITDA for such period, whether through a pro forma adjustment or otherwise.

 12

 &ldquo; EEA Financial Institution &rdquo;
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.

 &ldquo; EEA Member Country &rdquo;
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

 &ldquo; EEA Resolution Authority &rdquo;
means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including
any delegee) having responsibility for the resolution of any EEA Financial Institution.

 &ldquo; Electrical Power
Acquisition &rdquo; means the purchase by the Borrower through its indirect wholly owned Subsidiary, ACS Acquisitions, Inc., a
Delaware corporation, of (i) all of the issued and outstanding shares of the Acquired Business pursuant to the Acquisition Agreement
and (ii) certain real estate property owned by an affiliate of the Acquired Business pursuant to the Real Estate Purchase Agreement.
The Electrical Power Acquisition was consummated on May 1, 2026.

 &ldquo; Electronic Copy &rdquo;
has the meaning specified in Section 10.18 .

 &ldquo; Electronic Record &rdquo;
has the meaning assigned to such term by 15 U.S.C. &sect;7006.

 &ldquo; Electronic Signature &rdquo;
has the meaning assigned to such term by 15 U.S.C. &sect;7006.

 &ldquo; Eligible Assignee &rdquo;
means any Person that meets the requirements to be an assignee under Section 10.06(b) (subject to such consents, if any,
as may be required under Section 10.06(b) ). For the avoidance of doubt, any Disqualified Institution is subject to Section 10.06(i) .

 &ldquo; Employee Benefit
Plan &rdquo; means any employee benefit plan within the meaning of section 3(3) of ERISA maintained or contributed to by the Borrower,
any Material Subsidiary or any ERISA Affiliate, other than a Multiemployer Plan.

 &ldquo; Environmental Laws &rdquo;
means all the Governmental Rules and Contractual Obligations relating to the protection of human health and the environment, including
those pertaining to the reporting, licensing, permitting, investigation or remediation of emissions, discharges, releases, or threatened
releases of Hazardous Materials into the air, surface water, groundwater, or land, or relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transportation, handling of, or exposure to, Hazardous Materials.

 &ldquo; Equity Securities &rdquo;
of any Person means (a) all common stock, preferred stock, participations, shares, partnership interests, membership interests, beneficial
interests in a trust or other equity interests in such Person (regardless of how designated and whether or not voting or non-voting) and
(b) all warrants, options and other rights to acquire any of the foregoing.

 &ldquo; ERISA &rdquo;
means the Employee Retirement Income Security Act of 1974.

 &ldquo; ERISA Affiliate &rdquo;
means any Person which is treated as a single employer with the Borrower or any Material Subsidiary under Section 414 of the Code.

 &ldquo; EU Bail-In Legislation
Schedule &rdquo; means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in
effect from time to time.

 13

 &ldquo; Event of Default &rdquo;
has the meaning specified in Section 8.01 .

 &ldquo; Exchange Act &rdquo;
has the meaning specified in the definition of &ldquo;Change of Control&rdquo;.

 &ldquo; Excluded Subsidiary &rdquo;
has the meaning specified in Section 6.07 .

 &ldquo; Excluded Taxes &rdquo;
means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a
Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each
case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case
of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that
are Other Connection Taxes; (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the
account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which
(i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Company under
 Sections 3.06(b) or 10.13 ) or (ii) such Lender changes its Lending Office (other than pursuant to Section 3.06(a) ),
except in each case to the extent that, pursuant to Section 3.01 , amounts with respect to such Taxes were payable either to
such Lender&rsquo;s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its
Lending Office; (c) Taxes attributable to such Recipient&rsquo;s failure (other than as a result of a Change in Law) to comply with
 Section 3.01(g) ; and (d) any withholding Taxes imposed under FATCA. Notwithstanding anything to the contrary contained
in this definition, &ldquo;Excluded Taxes&rdquo; shall not include any withholding tax, other than taxes described in clauses (a)(i) and
 (ii) above, imposed at any time on payments made by or on behalf of a Foreign Obligor to any Lender hereunder or under any
other Loan Document; provided , that , such Lender shall have complied with Section 3.01(g) .

 &ldquo; Existing 364-Day
Facility &rdquo; means that certain Credit Agreement dated as of April 30, 2026 by and among the Company, the lenders from time
to time party thereto and Citibank, N.A., as administrative agent (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time prior to the Closing Date).

 &ldquo; Existing Indebtedness &rdquo;
means the Indebtedness existing on the Closing Date specified on Schedule 7.01 .

 &ldquo; Facility &rdquo;
means, at any time, the Aggregate Commitments and the aggregate principal amount of the Term Loans at such time, as applicable.

 &ldquo; FASB &rdquo;
means the Financial Accounting Standards Board.

 &ldquo; FASB ASC &rdquo;
means the Accounting Standards Codification of FASB.

 &ldquo; FATCA &rdquo;
means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor version that is substantively comparable
and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements
entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted
pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the
Code.

 &ldquo; Federal Funds Rate &rdquo;
means, for any day, the rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the weighted average of the rates
on overnight federal funds transactions with member banks of the Federal Reserve System, as published by the Federal Reserve Bank of New
York on the next succeeding Business Day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for
such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day
and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average
rate (rounded upwards, if necessary, to the next 1/100 of 1%) charged to Citibank on such day for such transactions as determined by the
Administrative Agent. For purposes of this Agreement, the Federal Funds Rate shall not be less than zero percent (0%).

 14

 &ldquo; Fee Letter &rdquo;
means the fee letter, dated May 29, 2026, among the Company and Citibank, N.A.

 &ldquo; Financial Statements &rdquo;
means, with respect to any accounting period for any Person, statements of income, shareholders&rsquo; equity and cash flows of such Person
for such period, and a balance sheet of such Person as of the end of such period, setting forth in each case in comparative form figures
for the corresponding period in the preceding fiscal year if such period is less than a full fiscal year or, if such period is a full
fiscal year, corresponding figures from the preceding annual audit, all prepared in reasonable detail and in accordance with GAAP.

 &ldquo; Fitch &rdquo;
means Fitch Ratings Inc. and any successor thereto.

 &ldquo; Foreign Lender &rdquo;
means, with respect to the Borrower, (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the
Borrower is not a U.S. Person, a Lender that is resident or organized under the Governmental Rules of a jurisdiction other than that
in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each state thereof and the District
of Columbia shall be deemed to constitute a single jurisdiction.

 &ldquo; Foreign Obligor &rdquo;
means the Company and any other Loan Party that is a Foreign Subsidiary.

 &ldquo; Foreign Plan &rdquo;
means any employee benefit plan maintained or contributed to by the Borrower or any of its Subsidiaries which is mandated or governed
by any Governmental Rule of any Governmental Authority other than the United States.

 &ldquo; Foreign Subsidiary &rdquo;
means any Subsidiary that is organized under the laws of a jurisdiction other than the United States, a state thereof or the District
of Columbia.

 &ldquo; FRB &rdquo; means
the Board of Governors of the Federal Reserve System of the United States.

 &ldquo; Fund &rdquo;
means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its activities.

 &ldquo; GAAP &rdquo;
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements and pronouncements of FASB or such other principles as
may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as
of the date of determination, consistently applied and subject to Section 1.03 .

 &ldquo; Governmental Authority &rdquo;
means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational bodies such as the
Financial Conduct Authority, the Prudential Regulation Authority, the European Union or the European Central Bank).

 15

 &ldquo; Governmental Charges &rdquo;
means, with respect to any Person, all levies, assessments, fees, claims or other charges imposed by any Governmental Authority upon such
Person or any of its property or otherwise payable by such Person.

 &ldquo; Governmental Rule &rdquo;
means any law, rule, regulation, ordinance, order, code interpretation, judgment, decree, directive, guidelines, policy or similar form
of decision of any Governmental Authority.

 &ldquo; Granting Lender &rdquo;
has the meaning specified in Section 10.06(g) .

 &ldquo; Guaranty Obligation &rdquo;
means, with respect to any Person, subject to the last sentence of this definition, any direct or indirect liability of that Person with
respect to any indebtedness, lease, dividend, letter of credit or other obligation (other than endorsements of instruments for collection
or deposits in the ordinary course of business) (the &ldquo; primary obligations &rdquo;) of another Person (the &ldquo; primary
obligor &rdquo;), including any obligation of that Person, whether or not contingent, (a) to purchase, repurchase or otherwise
acquire such primary obligations or any property constituting direct or indirect security therefor, (b) to advance or provide funds
(i) for the payment or discharge of any such primary obligation, or (ii) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency or any balance sheet item, level of income or financial condition of
the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such
primary obligation of the ability of the primary obligor to make payment of such primary obligation or (d) otherwise to assure or
hold harmless the holder of any such primary obligation against loss in respect thereof. The amount of any Guaranty Obligation shall be
deemed equal to the stated or determinable amount of the primary obligation in respect of which such Guaranty Obligation is made or, if
not stated or if indeterminable, the maximum reasonably anticipated liability in respect thereof (subject to reduction as the underlying
liability so guaranteed is reduced from time to time); provided , that , with respect to (A) any Guaranty Obligation
by the Company or any of its Subsidiaries in respect of a primary obligation (other than any Indebtedness for borrowed money) of the Company
or any of its Subsidiaries and (B) any Guaranty Obligation of the Company or any of its Subsidiaries in respect of the primary obligation
of a lessor in connection with a transaction relating to Synthetic Lease Obligations entered into by the Company or any of its Subsidiaries,
such Guaranty Obligation shall, in each case, be deemed to be equal to the maximum reasonably anticipated liability in respect thereof
which shall be deemed to be limited to an amount that actually becomes past due from time to time with respect to such primary obligation
(as reasonably determined by the Company in good faith).

 &ldquo; Hazardous Materials &rdquo;
means all pollutants, contaminants and other materials, substances and wastes which are hazardous, toxic, caustic, harmful or dangerous
to human health or the environment, including petroleum and petroleum products and byproducts, radioactive materials, asbestos and polychlorinated
biphenyls.

 &ldquo; HMT &rdquo; has
the meaning specified in the definition &ldquo;Sanctions&rdquo;.

 &ldquo; Identified Participating
Lenders &rdquo; has the meaning specified in Section 2.05(a)(ii) .

 &ldquo; Identified Qualifying
Lenders &rdquo; has the meaning specified in Section 2.05(a)(ii) .

 &ldquo; Indebtedness &rdquo;
of any Person means, without duplication, the following:

 (a)           all
obligations of such Person evidenced by notes, bonds, debentures or other similar instruments and all other obligations of such Person
for borrowed money (including obligations to repurchase receivables and other assets sold with recourse); provided , that ,
 &ldquo;Indebtedness&rdquo; shall not at any date of determination include obligations of such Person for the deferred purchase price of
property evidenced by notes, bonds, debentures or similar instruments to the extent (i) such obligations have a regularly-scheduled
maturity date that is less than one year after such date, and (ii) solely for purposes of Section 8.01(e) , the non-payment
of such obligations as of such date is subject to a good faith dispute, including by virtue of a bona fide right of setoff by such Person;

 16

 (b)           all
obligations of such Person for the deferred purchase price of property or services (including obligations under letters of credit and
other credit facilities which secure or finance such purchase price and the capitalized amount reported for income tax purposes with respect
to Synthetic Lease Obligations); provided , that , &ldquo;Indebtedness&rdquo; shall not at any date of determination include
(i) obligations consisting of accounts payable for property or services or the deferred purchase price of property to the extent
(A) such obligations have a regularly-scheduled maturity date or payment due date that is less than one year after such date, and
(B) solely for purposes of Section 8.01(e) , the non-payment of such obligations as of such date is subject to a good
faith dispute, including by virtue of a bona fide right of setoff by such Person or (ii) earnout obligations (and other similar contingent
obligations) in connection with any Specified Transaction, except to the extent such obligations are due and payable pursuant to the definitive
document for such Specified Transaction and remain unpaid for three (3) Business Days after the due date therefor;

 (c)           all
obligations of such Person under conditional sale or other title retention agreements with respect to property (other than inventory)
acquired by such Person (to the extent of the value of such property if the rights and remedies of the seller or lender under such agreement
in the event of default are limited solely to repossession or sale of such property);

 (d)           all
obligations of such Person as lessee under or with respect to Capital Leases and Synthetic Lease Obligations;

 (e)           all
Guaranty Obligations of such Person with respect to the Indebtedness of any other Person, and all other Contingent Obligations (other
than Guaranty Obligations) of such Person;

 (f)           all
obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment (other than payments made solely with other
Equity Securities) in respect of any Equity Securities in such Person or any other Person, in each case, to the extent such obligations
arise on or prior to the date that is ninety-one (91) days following the then-latest Maturity Date, valued, in the case of a redeemable
preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

 (g)           all
obligations of other Persons of the types described in clauses (a) through (f) above to the extent secured by
(or for which any holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien in any property
(including accounts and contract rights) of such Person, even though such Person has not assumed or become liable for the payment of such
obligations, valued at the lesser of (i) the fair market value of the property securing such obligations and (ii) the stated
principal amount of such obligations.

 The Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable
therefor as a result of such Person&rsquo;s ownership interest in or other relationship with such entity, except to the extent the terms
of such Indebtedness provide that such Person is not liable therefor.

 17

 &ldquo; Indemnified Taxes &rdquo;
means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of
any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a) above, Other Taxes.

 &ldquo; Indemnitee &rdquo;
has the meaning specified in Section 10.04(b) .

 &ldquo; Information &rdquo;
has the meaning specified in Section 10.07 .

 &ldquo; Initial Directors &rdquo;
has the meaning specified in the definition &ldquo;Change of Control&rdquo;.

 &ldquo; Intercompany Receivables &rdquo;
means, in respect of the Company or any of its consolidated Subsidiaries, at any time of determination, assets consisting of receivables
owing to such Person by the Company or any consolidated Subsidiary of the Company as of such time of determination.

 &ldquo; Intercompany Revenues &rdquo;
means, in respect of any Subsidiary of the Company for any period, revenues of such Subsidiary that would not, after taking into account
offsetting entries in the consolidation process, be recognized in accordance with GAAP as revenues of the Company in the consolidated
Financial Statements of the Company and its Subsidiaries for such period.

 &ldquo; Interest Coverage
Ratio &rdquo; means, with respect to the Company and its Subsidiaries, as of any date of determination, the ratio, determined on a
consolidated basis in accordance with GAAP, of:

 (a)           EBITDA
for the four fiscal quarter period ending on such date

 to

 (b)           aggregate
Interest Expense of the Company and its Subsidiaries for the four fiscal quarter period ending on such date.

 &ldquo; Interest Expense &rdquo;
means, with respect to any Person for any period, (a) the amount which would, in conformity with GAAP, be set forth opposite the
caption &ldquo;interest expense&rdquo; or any like caption on a consolidated income statement of such Person and its Subsidiaries minus
(b) the amount of non-cash interest (including interest paid by the issuance of additional securities) included in such amount; provided ,
 that , for any period during which there shall exist any securitization or similar program relating to the accounts receivable of
such Person or its Subsidiaries, &ldquo;Interest Expense&rdquo; shall be adjusted to include (without duplication) an amount equal to
the interest (or other fees in the nature of interest or discount) accrued and paid or payable in cash for such period by the applicable
special purpose entity to the financiers of such securitization or similar program.

 &ldquo; Interest Payment
Date &rdquo; means, (a) as to any Base Rate Loan, the last Business Day of each March, June, September and December and
the Maturity Date and (b) as to any Term SOFR Loan, (i) the last day of each Interest Period applicable to such Loan and (ii) the
Maturity Date; provided , however , that if any Interest Period for a Term SOFR Loan exceeds three months, the respective
dates that fall every three months after the beginning of such Interest Period shall be Interest Payment Dates and the Maturity Date.

 18

 &ldquo; Interest Period &rdquo;
means, as to each Term SOFR Loan, the period commencing on the date such Loan is disbursed or converted to or continued as a Term SOFR
Loan and ending on the date one, three or six months thereafter, as selected by the Borrower in its Loan Notice; provided , that :

 (a)           any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless
such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

 (b)           any
Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such
Interest Period;

 (c)           no
tenor that has been removed from this definition pursuant to Section 3.03(b)(iv) shall be available for specification
in a Loan Notice; and

 (d)           no
Interest Period shall extend beyond the Maturity Date;

 &ldquo; IRS &rdquo; means
the United States Internal Revenue Service.

 &ldquo; Judgment Currency &rdquo;
has the meaning specified in Section 10.19 .

 &ldquo; Lender &rdquo;
means, at any time, any Person that has a Commitment or holds a Term Loan at such time or that, after the Aggregate Commitments have expired
or been terminated pursuant to this Agreement, holds a Term Loan at such time; provided , that , for purposes of making Loans
to the Borrower, any Lender may from time to time delegate in its stead one or more of its Affiliates as such lenders, duly authorized
to engage in such lending activities in the jurisdiction of the Borrower, in which event the term &ldquo;Lender&rdquo; shall also include
any such designated Affiliate as in effect from time to time; provided , further , that , for all purposes of voting
or consenting with respect to (a) any amendment, supplementation or modification of any Loan Document, (b) any waiver of any
requirements of any Loan Document or any Default or Event of Default and its consequences, or (c) any other matter as to which a
Lender may vote or consent pursuant to this Agreement, the Lender making such delegation shall be deemed the &ldquo;Lender&rdquo; rather
than such Affiliate, which shall not be entitled to vote or consent.

 &ldquo; Lender Rate Contract &rdquo;
has the meaning specified in Section 8.04 .

 &ldquo; Lending Office &rdquo;
means, as to any Lender, the office or offices of such Person described as such in such Person&rsquo;s Administrative Questionnaire, or
such other office or offices as such Person may from time to time notify the Company and the Administrative Agent which office or offices
may include any Affiliate of such Person or any domestic or foreign branch of such Person or such Affiliate. Unless the context otherwise
requires, each reference to a Lender shall include its applicable Lending Office.

 &ldquo; Leverage Increase
Period &rdquo; has the meaning specified in Section 7.08(a) .

 &ldquo; Lien &rdquo;
means, with respect to any property or asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or
security interest in, on or of such property or asset or the income therefrom, including any agreement to provide any of the foregoing,
(b) the interest of a vendor or a lessor under any conditional sale agreement, Capital Lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case
of securities, any purchase option, call or similar right of a third party with respect to such securities.

 &ldquo; Loan &rdquo;
means a Term Loan.

 19

 &ldquo; Loan Documents &rdquo;
means this Agreement, each amendment to this Agreement, each Note, the Fee Letter, each Subsidiary Guaranty and any subordination agreement
entered into by the Administrative Agent in connection with Subordinated Convertible Indebtedness.

 &ldquo; Loan Notice &rdquo;
means a notice of (a) a Borrowing, (b) a conversion of Term SOFR Loans to Base Rate Loans, (c) a conversion of Base Rate
Loans to Term SOFR Loans, or (d) a continuation of Term SOFR Loans, in each case, pursuant to Section 2.02(a) , which
shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including
any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately
completed and signed by a Responsible Officer of the Borrower.

 &ldquo; Loan Parties &rdquo;
means, collectively, the Company and each Subsidiary Guarantor (if any).

 &ldquo; Margin Stock &rdquo;
has the meaning given to that term in Regulation U.

 &ldquo; Material Adverse
Effect &rdquo; means a material adverse effect on (a) the business, assets, operations or financial condition of the Company and
its Subsidiaries, taken as a whole (excluding, solely for purposes of the closing certificate delivered by the Company pursuant to Section 4.01(a)(ix) ,
any such changes resulting solely from macroeconomic or financial market or electronics manufacturing industry events or circumstances
that have not affected and are not expected to affect the operations, business, assets or financial condition of the Company and its Subsidiaries
taken as a whole to an extent that is or would be disproportionate to that of other members of its industry), (b) the ability of
the Borrower to pay or perform its Obligations in accordance with the terms of this Agreement and the other Loan Documents, (c) at
any time there is one or more Subsidiary Guarantors, the ability of the Subsidiary Guarantors (taken as a whole) to pay or perform the
Obligations in accordance with the terms of this Agreement and the other Loan Documents or (d) the rights and remedies of the Administrative
Agent or any Lender under this Agreement, the other Loan Documents or any related document, instrument or agreement.

 &ldquo; Material Subsidiary &rdquo;
means, at any time of determination: (a) any Subsidiary that (i) had Adjusted Revenues during the immediately preceding fiscal
year equal to or greater than 5% of the consolidated total revenues of the Company and its Subsidiaries during such preceding year or
(ii) held assets, excluding Intercompany Receivables and investments in the Company or any other Subsidiary, on the last day of the
immediately preceding fiscal year equal to or greater than 10% of the consolidated total assets of the Company and its Subsidiaries on
such date, in each case as set forth or reflected in the audited Financial Statements of the Company and its Subsidiaries dated March 31,
2026 or the then most-recently available audited Financial Statements provided pursuant to Section 6.01 ; and (b) following
any Material Subsidiary Recalculation Event, any Subsidiary that, on a pro forma basis (after giving effect to such Material Subsidiary
Recalculation Event and all other Material Subsidiary Recalculation Events occurring on or prior to the date thereof), (i) had Adjusted
Revenues during the twelve-month period ended as of the last day of the immediately preceding fiscal quarter for which Financial Statements
are available, greater than 5% of the consolidated total revenues of the Company and its Subsidiaries during such twelve-month period
or (ii) holds assets, excluding Intercompany Receivables and investments in the Company or any other Subsidiary, equal to or greater
than 10% of the consolidated total assets of the Company and its Subsidiaries (including the assets of such Subsidiary and any other Subsidiaries
acquired) as of the last day of the immediately preceding fiscal quarter for which Financial Statements are available (such tests in this
 clause (b) , together, the &ldquo; Pro Forma MS Test &rdquo;). For purposes of the Pro Forma MS Test in clause (b)(i) ,
a Material Subsidiary Recalculation Event shall be deemed to have occurred as of the first day of the applicable twelve-month period.

 20

 &ldquo; Material Subsidiary
Recalculation Event &rdquo; means any of the following: (a) the consummation of any acquisition by the Company or any of its Subsidiaries
of any Person that becomes a Subsidiary (or part of a Subsidiary) as a result thereof (or the acquisition of all or substantially all
of the assets of any Person or of any line of business of any Person) that would result in an additional Material Subsidiary, based on
the Pro Forma MS Test, as applied as of such date; or (b) any sale or disposition (including by merger) of any material portion of
the Equity Securities of any Subsidiary of the Company, or the sale or transfer of all or substantially all of the assets of any Subsidiary
of the Company.

 &ldquo; Maturity Date &rdquo;
means the earlier to occur of: (a) November 29, 2027; provided , that , if such date is not a Business Day, the
date referred to in this clause (a) shall be deemed to be the immediately preceding Business Day; and (b) the date that
the Term Loans are declared due and payable pursuant to Section 8.02 .

 &ldquo; Maximum Rate &rdquo;
has the meaning specified in Section 10.09 .

 &ldquo; Moody&rsquo;s &rdquo;
means Moody&rsquo;s Investors Service, Inc. and any successor thereto.

 &ldquo; Multiemployer Plan &rdquo;
means any multiemployer plan within the meaning of section 3(37) of ERISA maintained or contributed to by the Borrower, any Material Subsidiary
or any ERISA Affiliate.

 &ldquo; Non-Core Assets &rdquo;
means those assets and businesses (including the Equity Securities of any Subsidiary engaged exclusively in such businesses) designated
in good faith by the board of directors of the Company from time to time as &ldquo;Non-Core Assets&rdquo; and set forth in a certificate
or certificates of a Responsible Officer delivered by the Company to the Administrative Agent to the effect that the Company&rsquo;s board
of directors has duly designated such assets and businesses as &ldquo;Non-Core Assets&rdquo; in good faith.

 &ldquo; Note &rdquo;
means a promissory note made by the Borrower in favor of a Lender substantially in the form of Exhibit B .

 &ldquo; Obligations &rdquo;
means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or
otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or
to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any
Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding,
regardless of whether such interest and fees are allowed claims in such proceeding.

 &ldquo; OFAC &rdquo;
means the Office of Foreign Assets Control of the United States Department of the Treasury.

 &ldquo; Offered Amount &rdquo;
has the meaning specified in Section 2.05(a)(ii) .

 &ldquo; Offered Discount &rdquo;
has the meaning specified in Section 2.05(a)(ii) .

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

 &ldquo; Other Taxes &rdquo;
means all present or future stamp, court or documentary, intangible, recording, or filing or similar Taxes arising from any payment made
hereunder or under any other Loan Document or from the execution, delivery, performance, enforcement or registration of, from the receipt
or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes
that are Other Connection Taxes imposed with respect to an assignment (other than an assignment pursuant to Sections 3.06(b) or
 10.13 ).

 21

 &ldquo; Outstanding Amount &rdquo;
means with respect to Term Loans on any date, the amount of the aggregate outstanding principal amount thereof after giving effect to
any borrowings and prepayments or repayments of Term Loans occurring on such date.

 &ldquo; Overnight Rate &rdquo;
means, for any day, with respect to any amount denominated in Dollars, the greater of (a) the Federal Funds Rate and (b) an
overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

 &ldquo; Participant &rdquo;
has the meaning specified in Section 10.06(d) .

 &ldquo; Participant Register &rdquo;
has the meaning specified in Section 10.06(d) .

 &ldquo; Participating Lender &rdquo;
has the meaning specified in Section 2.05(a)(ii) .

 &ldquo; PBGC &rdquo;
means the Pension Benefit Guaranty Corporation.

 &ldquo; Periodic Term SOFR
Determination Day &rdquo; has the meaning specified in the definition of &ldquo;Term SOFR&rdquo;.

 &ldquo; Permitted Indebtedness &rdquo;
has the meaning specified in Section 7.01 .

 &ldquo; Permitted Liens &rdquo;
has the meaning specified in Section 7.02 .

 &ldquo; Person &rdquo;
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

 &ldquo; Plan of Reorganization &rdquo;
has the meaning specified in Section 10.06(i)(iii) .

 &ldquo; Platform &rdquo;
has the meaning specified in Section 6.01 .

 &ldquo; Prime Rate &rdquo;
means the rate of interest per annum publicly announced from time to time by Citibank as its prime rate. The &ldquo;prime rate&rdquo;
is a rate set by Citibank based upon various factors including Citibank&rsquo;s costs and desired return, general economic conditions
and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.
Any change in the &ldquo;prime rate&rdquo; announced by Citibank shall take effect at the opening of business on the day specified in
the public announcement of such change.

 &ldquo; Pro Forma Calculation
Subsidiary &rdquo; means any Subsidiary as to which the Company has properly elected to present its EBITDA on a pro forma basis, as
set forth in the last sentence of the definition &ldquo;EBITDA&rdquo;.

 &ldquo; Pro Forma MS Test &rdquo;
has the meaning specified in the definition &ldquo;Material Subsidiary&rdquo;.

 &ldquo; PTE &rdquo; means
a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

 &ldquo; Public Lender &rdquo;
has the meaning specified in Section 6.01 .

 22

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

 &ldquo; QFC Credit Support &rdquo;
has the meaning specified in Section 10.24 .

 &ldquo; Qualified Acquisition &rdquo;
means a Specified Transaction (or series of related Specified Transactions consummated in any six (6)-month period) that is designated
by the Company to the Administrative Agent as a &ldquo;Qualified Acquisition&rdquo; hereunder and for which the aggregate consideration
(including the assumption or incurrence of Indebtedness in connection with such Specified Transaction, all obligations in respect of deferred
purchase price (including obligations under any purchase price adjustment but excluding earnout or similar payments) in connection with
such Specified Transaction and all other cash consideration payable in connection with such Specified Transaction) is at least $750,000,000;
 provided , that , for any Specified Transaction or series of Specified Transactions to qualify as a &ldquo;Qualified Acquisition,&rdquo;
the Administrative Agent shall have received, prior to, or concurrently with, the consummation of such Specified Transaction or series
of Specified Transactions, a certificate from a Responsible Officer of the Company certifying that such Specified Transaction or series
of Specified Transactions meet the criteria set forth in this definition and notifying the Administrative Agent that the Company has elected
to treat such Specified Transaction or series of Specified Transactions as a &ldquo;Qualified Acquisition.&rdquo;

 &ldquo; Qualifying Lender &rdquo;
has the meaning specified in Section 2.05(a)(ii) .

 &ldquo; Rate Contract &rdquo;
means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled
by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing
indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions;
 provided , that , no phantom stock, deferred compensation arrangement or similar plan providing for payments only on account
of past or future services provided by current or former directors, officers, employees or consultants of the Borrower or its Subsidiaries
shall be a Rate Contract.

 &ldquo; Real Estate Purchase
Agreement &rdquo; means that certain Purchase and Sale Agreement, dated as of March 27, 2026, by and among Electro Management
Corp., an Iowa corporation and ACS Acquisitions, Inc., a Delaware corporation.

 &ldquo; Receivables Assets &rdquo;
means accounts receivable, indebtedness and other obligations owed to or owned by the Company or any Subsidiary (whether now existing
or arising or acquired in the future) arising in the ordinary course of business from the sale of goods or services (including any indebtedness
or obligation constituting an account, chattel paper, instrument or general intangible), together with all related security, collateral,
collections, contracts, contract rights, guarantees or other obligations in respect thereof, all proceeds and supporting obligations and
all other related assets which are of the type customarily transferred in connection with a sale, factoring, financing or securitization
transaction involving accounts receivable.

 &ldquo; Recipient &rdquo;
means (a) the Administrative Agent, (b) any Lender, and (c) any other recipient of any payment to be made by or on behalf
of any Loan Party.

 &ldquo; Refinancing &rdquo;
means the repayment of all amounts outstanding and the termination in full of all commitments under the Existing 364-Day Facility.

 &ldquo; Register &rdquo;
has the meaning specified in Section 10.06(c) .

 23

 &ldquo; Regulation U &rdquo;
means Regulation U of the FRB, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

 &ldquo; Related Parties &rdquo;
means, with respect to any Person, such Person&rsquo;s Affiliates and the partners, directors, members, officers, employees, agents, trustees,
administrators, managers, advisors, attorneys, consultants and representatives of such Person and of such Person&rsquo;s Affiliates, and
their respective successors and permitted assigns.

 &ldquo; Relevant Governmental
Body &rdquo; means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened
by the Federal Reserve Board and/or the Federal Reserve Bank of New York, or any successor thereto.

 &ldquo; Reportable Event &rdquo;
means a reportable event within the meaning of Section 4043 of ERISA and applicable regulations thereunder, but shall not include
a reportable event for which the notice requirement has been waived.

 &ldquo; Required Lenders &rdquo;
means, as of any date of determination, the Lenders having more than 50% of the aggregate outstanding principal amount of the Term Loans
and the aggregate Commitments (if any) as of such date of determination; provided, that , if the Commitments of the Lenders to make
Term Loans have expired or been terminated, &ldquo; Required Lenders &rdquo; means Lenders holding in the aggregate more than 50%
of the Total Outstandings; provided , further , that , the unused Commitment of, and the portion of the Total Outstandings
held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. Notwithstanding
the foregoing, at any time there are at least two Lenders party to this Agreement that are non-Defaulting Lenders, any determination of
Required Lenders shall include at least two of such Lenders (with a Lender and its Affiliates and Approved Funds being deemed to be one
Lender for the purposes of this sentence).

 &ldquo; Requirements of
Law &rdquo; applicable to any Person means (a) the articles or certificate of incorporation and by-laws, constitution, partnership
agreement or other organizational, constitutional or governing documents of such Person, (b) any Governmental Rule applicable
to such Person, (c) any license, permit, approval or other authorization granted by any Governmental Authority to or for the benefit
of such Person and (d) any judgment, decision or determination of any Governmental Authority or arbitrator, in each case applicable
to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

 &ldquo; Rescindable Amount &rdquo;
has the meaning specified in Section 2.12(b)(ii) .

 &ldquo; Resolution Authority &rdquo;
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

 &ldquo; Responsible Officer &rdquo;
means, with respect to any Loan Party, such Loan Party&rsquo;s chief executive officer, chief financial officer, treasurer, vice president
- finance, controller, assistant controller, assistant treasurer, director of treasury operations, corporate secretary, assistant secretary,
director or any other officer or authorized representative of such Loan Party designated from time to time by its board of directors or
equivalent governing body to execute and deliver any document, instrument or agreement hereunder, and, solely for purposes of giving notices
pursuant to Article II , any other officer or employee of the applicable Loan Party so designated in a written notice delivered
by an officer or representative identified on an incumbency certificate delivered by the applicable Loan Party to the Administrative Agent
from time to time or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the
applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan
Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of
such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

 24

 &ldquo; Revolving Credit
Agreement &rdquo; means that certain Credit Agreement, dated as of July 15, 2025 (as amended, restated, amended and restated,
supplemented or modified prior to the Closing Date), among the Company, the Designated Borrowers (as defined therein) from time to time
party thereto, the lenders from time to time party thereto, Bank of America, N.A., as the administrative agent, a letter of credit issuer
and a swing line lender, the other letter of credit issuers from time to time party thereto, and the other swing line lenders from time
to time party thereto.

 &ldquo; S&P &rdquo;
means Standard & Poor&rsquo;s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.

 &ldquo; Same Day Funds &rdquo;
means with respect to disbursements and payments in Dollars, immediately available funds.

 &ldquo; Sanctions &rdquo;
means any international economic sanction administered or enforced by the United States Government (including OFAC), the United Nations
Security Council, the European Union, His Majesty&rsquo;s Treasury (&ldquo; HMT &rdquo;), the Government of Japan, the Government
of Singapore (including the Monetary Authority of Singapore), the Hong Kong Monetary Authority or any other governmental authority with
jurisdiction over any party to this Agreement.

 &ldquo; SEC &rdquo; means
the U.S. Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

 &ldquo; Securitization Attributable
Indebtedness &rdquo; means the amount of obligations outstanding under the legal documents entered into as part of any accounts receivable
securitization, repurchase or similar transaction relating to accounts receivable originated by the Company or its Subsidiaries on any
date of determination that corresponds to the outstanding net investment (including loans, advances or amounts funded subject to a repurchase
obligation) of, or cash purchase price paid by, the unaffiliated third party purchasers or financial institutions participating in such
transaction and, as such, would be characterized as principal if such securitization, repurchase or similar transaction were structured
as a secured lending transaction rather than as a purchase (or, to the extent structured as a secured lending transaction, is principal).
For the avoidance of doubt, &ldquo;Securitization Attributable Indebtedness&rdquo; shall not include (a) obligations that correspond
to a deferred purchase price or other consideration owing to the Company or any of its Subsidiaries funded on a deferred basis from the
proceeds of the collections on such receivables, a subordinated or residual interest held by the Company or any of its Subsidiaries or
the reserve or over-collateralization established or maintained for the benefit of the unaffiliated third party purchasers or financial
institutions participating in such transaction (in each case irrespective of whether a lien is granted therein to secure the repayment
of the related Securitization Attributable Indebtedness), and (b) obligations arising under uncommitted factoring arrangements and
similar uncommitted sale transactions.

 &ldquo; SOFR &rdquo;
means a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator.

 &ldquo; SOFR Administrator &rdquo;
means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

 &ldquo; Solicited Discount
Proration &rdquo; has the meaning specified in Section 2.05(a)(ii) .

 &ldquo; Solicited Discounted
Prepayment Amount &rdquo; has the meaning specified in Section 2.05(a)(ii) .

 25

 &ldquo; Solicited Discounted
Prepayment Notice &rdquo; means a written notice of the Company of Solicited Discounted Prepayment Offers made pursuant to Section 2.05(a)(ii) in
form reasonably satisfactory to the Auction Agent.

 &ldquo; Solicited Discounted
Prepayment Offer &rdquo; means the irrevocable written offer by each Lender submitted following the Administrative Agent&rsquo;s receipt
of a Solicited Discounted Prepayment Notice.

 &ldquo; Solicited Discounted
Prepayment Response Date &rdquo; has the meaning specified in Section 2.05(a)(ii) .

 &ldquo; SPC &rdquo; has
the meaning specified in Section 10.06(g) .

 &ldquo; Specified Asset
Acquisition &rdquo; means any Specified Transaction of the type referred to in clause (d) of the definition thereof.

 &ldquo; Specified Subsidiary &rdquo;
means (a) any Subsidiary of the Company designated as a &ldquo;Specified Subsidiary&rdquo; in the certificate signed by a Responsible
Officer of the Company and delivered to the Administrative Agent pursuant to Section 4.01(a)(ix) , and (b) any Person
owned, directly or indirectly, in whole or in part, by the Persons identified in clause (a) above.

 &ldquo; Specified Transaction &rdquo;
means any acquisition (whether by purchase, merger, consolidation or otherwise) by the Company or any of its Subsidiaries of (a) all
or substantially all of the assets or property of another Person, (b) any division or line of business of another Person, (c) any
Person that becomes a Subsidiary pursuant to such acquisition or (d) assets or property of another Person (excluding, for the avoidance
of doubt, acquisitions of all or substantially all of the assets or property of another Person but including acquisitions of any division
or line of business of another Person which do not constitute all or substantially all of the assets or property of such other Person)
for which the aggregate consideration paid by the Company and its Subsidiaries in connection with such acquisition contemplated by this
 clause (d) exceeds $25,000,000.

 &ldquo; Submitted Amount &rdquo;
has the meaning specified in Section 2.05(a)(ii) .

 &ldquo; Submitted Discount &rdquo;
has the meaning specified in Section 2.05(a)(ii) .

 &ldquo; Subordinated Convertible
Indebtedness &rdquo; means Convertible Indebtedness issued by the Company after the Closing Date that, as of any date of determination,
(a) does not mature, and has no scheduled principal payments, prepayments, repurchases, redemptions or sinking fund or like payments
of any kind required at any time on or before the twentieth (20 th ) anniversary of the date of issuance thereof (other than
customary put rights upon a change of control or a termination of trading of the Company&rsquo;s common Equity Securities, so long as,
in each case, the holders thereof have agreed in the subordination agreement required pursuant to clause (c) below not to
exercise such put right unless and until the Obligations shall have been paid in full), (b) provides that the Company may defer the
payment of interest at any time, at the Company&rsquo;s option and (c) has been made expressly subordinate and junior in right of
payment to the payment of the principal of, premium, if any, and interest on the Obligations pursuant to a reasonable and customary subordination
agreement and/or subordination provisions for the benefit of the Administrative Agent, in each case, reasonably satisfactory to the Administrative
Agent.

 26

 &ldquo; Subsidiary &rdquo;
of any Person means (a) any corporation of which more than 50% of the issued and outstanding Equity Securities having ordinary voting
power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other
class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) is at the time directly
or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person&rsquo;s
other Subsidiaries, (b) any partnership, joint venture, limited liability company or other association of which more than 50% of
the equity interest having the power to vote, direct or control the management of such partnership, joint venture or other association
is at the time owned and controlled by such Person, by such Person and one or more of the other Subsidiaries or by one or more of such
Person&rsquo;s other Subsidiaries, or (c) any other Person included in the Financial Statements of such Person on a consolidated
basis. All references in this Agreement and the other Loan Documents to Subsidiaries shall, unless otherwise indicated refer to a &ldquo;Subsidiary&rdquo;
or &ldquo;Subsidiaries&rdquo; of the Company. Notwithstanding the foregoing, except where expressly included herein, an Unrestricted Subsidiary
shall not be considered a &ldquo;Subsidiary&rdquo;.

 &ldquo;Subsidiary Guarantor &rdquo;
means each Subsidiary of the Company that has executed a Subsidiary Guaranty.

 &ldquo; Subsidiary Guaranty &rdquo;
means any Subsidiary Guaranty (including counterparts thereof and joinders and supplements thereto) made by one or more Subsidiary Guarantors
in favor of the Administrative Agent and the Lenders, substantially in the form of Exhibit E (or such other document as the
Administrative Agent and the Company shall deem appropriate).

 &ldquo; Supported QFC&rdquo;
has the meaning specified in Section 10.24 .

 &ldquo; Surety Instruments &rdquo;
means all letters of credit (including standby and commercial), banker&rsquo;s acceptances, bank guaranties, shipside bonds, surety bonds
and similar instruments.

 &ldquo; Syndication Agent &rdquo;
means Bank of America, N.A., in its capacity as syndication agent.

 &ldquo; Synthetic Lease
Obligation &rdquo; means the monetary obligation of a Person as a lessee under (a) a so-called synthetic or tax retention lease,
where such transaction is considered borrowed money indebtedness for tax purposes or bankruptcy purposes but is classified as an operating
lease in accordance with GAAP or (b) a lease, funding agreement or other arrangement for the use or possession of real or personal
property pursuant to which the lessor is treated as the owner of such property for accounting purposes and the lessee is treated as the
owner of such property for federal income tax purposes and which creates obligations that do not appear as borrowed money indebtedness
on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the borrowed
money indebtedness of such Person (without regard to accounting treatment).

 &ldquo; Taxes &rdquo;
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including back-up withholding), assessments, fees
or other similar charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

 &ldquo; Term Loan &rdquo;
has the meaning specified in Section 2.01 .

 &ldquo; Term Loan Credit
Agreement &rdquo; means that certain Credit Agreement, dated as of March 24, 2025 (as amended, restated, amended and restated,
supplemented or modified prior to the Closing Date), among the Company, the lenders from time to time party thereto and Truist Bank, as
the administrative agent.

 27

 &ldquo; Term SOFR &rdquo;
means: (a) for any calculation with respect to a Term SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable
Interest Period on the day (such day, the &ldquo; Periodic Term SOFR Determination Day &rdquo;) that is two (2) U.S. Government
Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided ,
 that , if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for
the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR
Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator
on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by
the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S.
Government Securities Business Days prior to such Periodic Term SOFR Determination Day; and (b) for any calculation with respect
to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the &ldquo; Base Rate Term
SOFR Determination Day &rdquo;) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published
by the Term SOFR Administrator; provided , that , if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR
Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark
Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for
such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term
SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities
Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination
Day; provided , that , if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or
 clause (b) above) shall ever be less than zero percent (0%), then Term SOFR shall be deemed to be zero percent (0%).

 &ldquo; Term SOFR Administrator &rdquo;
means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative
Agent in its reasonable discretion).

 &ldquo; Term SOFR Loan &rdquo;
means a Loan that bears interest at a rate based on Term SOFR, other than pursuant to clause (c) of the definition of &ldquo;Base
Rate&rdquo;.

 &ldquo; Term SOFR Reference
Rate &rdquo; means the forward-looking term rate based on SOFR.

 &ldquo; Total Outstandings &rdquo;
means, as of any date of determination, the aggregate Outstanding Amount of all Loans as of such date.

 &ldquo; Trade Date &rdquo;
has the meaning specified in Section 10.06(i)(i) .

 &ldquo; Type &rdquo;
means, with respect to a Loan, its character as a Base Rate Loan or a Term SOFR Loan.

 &ldquo; UK Financial Institution &rdquo;
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by
the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.

 &ldquo; UK Resolution Authority &rdquo;
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

 &ldquo; Unadjusted Benchmark
Replacement &rdquo; means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

 &ldquo; United States &rdquo;
and &ldquo; U.S. &rdquo; mean the United States of America.

 28

 &ldquo; Unrestricted Subsidiary &rdquo;
means (a)(i) any Person which would otherwise constitute a &ldquo;Subsidiary&rdquo; of the Company, but which is designated by the
Company (by notice to the Administrative Agent) as an &ldquo;Unrestricted Subsidiary&rdquo;, so long as (A) less than 100% of the
issued and outstanding Equity Securities of such Person are owned, directly or indirectly, by the Company, and (B) the assets or
businesses of such Person (including the Equity Securities of any Subsidiary engaged exclusively in such businesses) are Non-Core Assets,
as certified by a Responsible Officer of the Company in the notice designating such entity as an &ldquo;Unrestricted Subsidiary&rdquo;,
and (ii) any Person owned, directly or indirectly, in whole or in part, by the Persons identified in clause (a)(i) above,
and (b)(i) any Specified Subsidiary, but only to the extent (A) such Specified Subsidiary would otherwise constitute a &ldquo;Subsidiary&rdquo;
of the Company, (B) such Specified Subsidiary is designated by the Company (by notice to the Administrative Agent) as an &ldquo;Unrestricted
Subsidiary&rdquo;, (C) less than 100% of the issued and outstanding Equity Securities of such Specified Subsidiary are owned, directly
or indirectly, by the Company, and (D) upon giving pro forma effect to the designation of such Specified Subsidiary as an Unrestricted
Subsidiary, the Company would be in compliance with the financial covenants set forth in Section 7.08 as of the most recent
fiscal quarter end for which the Company was required to deliver financial statements pursuant to Section 6.01(a) or
 (b) , and (ii) any Person owned, directly or indirectly, in whole or in part, by the Persons identified in clause (b)(i) above;
 provided , that , notwithstanding anything contained in clause (a) or (b) above, no Loan Party may
be an Unrestricted Subsidiary. As of the Closing Date, there are no Unrestricted Subsidiaries.

 &ldquo; U.S. Government
Securities Business Day &rdquo; means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities
Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in United States government securities.

 &ldquo; U.S. Person &rdquo;
means any Person that is a &ldquo;United States person&rdquo; as defined in Section 7701(a)(30) of the Code.

 &ldquo; U.S. Special Resolution
Regimes &rdquo; has the meaning specified in Section 10.24 .

 &ldquo; U.S. Tax Compliance
Certificate &rdquo; has the meaning assigned to such term in Section 3.01(g) .

 &ldquo; Wholly-Owned Subsidiary &rdquo;
means any Subsidiary of which more than 90% of the issued and outstanding Equity Securities are owned, directly or indirectly, by the
Company.

 &ldquo; Write-Down and Conversion
Powers &rdquo; means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution
Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or
any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations
of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related
to or ancillary to any of those powers.

 29

 1.02          Other
Interpretive Provisions .

 With reference to this Agreement
and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

 (a)           The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require,
any pronoun shall include the corresponding masculine, feminine and neuter forms. The words &ldquo; include ,&rdquo; &ldquo; includes &rdquo;
and &ldquo; including &rdquo; shall be deemed to be followed by the phrase &ldquo; without limitation .&rdquo; The word &ldquo;will&rdquo;
shall be construed to have the same meaning and effect as the word &ldquo; shall .&rdquo; Unless the context requires otherwise,
(i) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented, amended and restated, modified, extended, restated, replaced
or supplemented from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in
any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person&rsquo;s successors and
assigns, (iii) the words &ldquo; hereto ,&rdquo; &ldquo; herein ,&rdquo; &ldquo; hereof &rdquo; and &ldquo; hereunder ,&rdquo;
and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not
to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any
reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing
or interpreting such law and any…

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