V2X, Inc.

EX-10.1 · exhibit101-8xkxv2xxrbcxa.htm

EX-10.1
 2
 exhibit101-8xkxv2xxrbcxa.htm
 EX-10.1

 Exhibit 10.1 AMENDMENT NO. 6 TO FIRST LIEN CREDIT AGREEMENT AMENDMENT NO. 6 TO FIRST LIEN CREDIT AGREEMENT, dated as of May 29, 2026 (this “Amendment”), by and among V2X LLC (f/k/a Vertex Aerospace Services LLC), a Delaware limited liability company (the “Borrower”), V2X INTERMEDIATE LLC (f/k/a Vertex Aerospace Intermediate LLC), a Delaware limited liability company (“Holdings”), the other Loan Parties party hereto, the Additional Lender (as defined below) and ROYAL BANK OF CANADA as administrative agent and collateral agent (in such capacities, the “Administrative Agent”). WITNESSETH: WHEREAS, Holdings, the Borrower, the Lenders from time to time party thereto and the Administrative Agent are parties to that certain First Lien Credit Agreement, dated as of December 6, 2021 (as amended by that certain Amendment No. 1 to First Lien Credit Agreement, dated as of July 5, 2022, as amended by that certain Amendment No. 2 to First Lien Credit Agreement, dated as of May 31, 2023, as amended by that certain Amendment No. 3 to First Lien Credit Agreement, dated as of October 3, 2023, as amended by that certain Amendment No. 4 to First Lien Credit Agreement, dated as of May 30, 2024, as amended by that certain Amendment No. 5 to First Lien Credit Agreement, dated as of January 2, 2025 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” and, as amended hereby, the “Amended Credit Agreement”) (capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Amended Credit Agreement); WHEREAS, the Loan Parties desire to refinance all 2024 Term B-2 Loans into 2026 Term Loans under the Amended Credit Agreement (the “Refinancing”); WHEREAS, in accordance with Section 2.18 of the Credit Agreement, the Borrower has requested that the Consenting Lenders (as defined below) and the Lender set forth under Schedule I hereto (such Lender, the “Additional Lender” and, together with the Consenting Lenders, the “Refinancing Term Lenders”) extend credit to the Borrower in the form of Specified Refinancing Debt on the Amendment No. 6 Effective Date (as defined below) in an initial aggregate principal amount of $868,522,978.38 (such loans, the “2026 Term Loans”), which 2026 Term Loans will be used to effectuate the Refinancing and shall have the terms set forth herein and in the Amended Credit Agreement; WHEREAS, the Additional Lender has indicated its willingness to provide 2026 Term Loans on the Amendment No. 6 Effective Date in an aggregate principal amount set forth opposite its name under the heading “Additional 2026 Term Loan Commitments” on Schedule I hereto (the “Additional 2026 Term Loan Commitments”) on the terms and subject to the conditions set forth herein and in the Amended Credit Agreement; WHEREAS, (i) each existing Lender that has provided the Administrative Agent with a consent to this Amendment in substantially the form of Annex A hereto (a “Lender Consent”) and that has selected the “Cashless Amendment Option” on such counterpart (each, a “Consenting Lender”) has agreed, on the terms and subject to the conditions set forth herein, to consent to the amendments to the Credit Agreement as provided in Section 2 below and (ii) each Consenting 2 Lender is consenting to convert its 2024 Term B-2 Loans into 2026 Term Loans on the Amendment No. 6 Effective Date and will have up to all of its outstanding 2024 Term B-2 Loans (or such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment No. 6 Effective Date) converted into a like principal amount of 2026 Term Loans effective as of the Amendment No. 6 Effective Date on the terms and subject to the conditions set forth herein and in the Amended Credit Agreement; WHEREAS, the Borrower has requested that, effective immediately after the consummation of the Refinancing, the Existing Credit Agreement be amended as set forth herein in the form of the Amended Credit Agreement; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree as follows: SECTION 1. 2026 Term Loans. (a) Specified Refinancing Debt. On the Amendment No. 6 Effective Date and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof: (i) each Additional Lender severally agrees to make to the Borrower on the Amendment No. 6 Effective Date one or more 2026 Term Loans denominated in Dollars in an aggregate amount equal to such Additional Lender’s Additional 2026 Term Loan Commitment; (ii) each Consenting Lender severally agrees to convert up to all of its outstanding 2024 Term B-2 Loans (or such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment No. 6 Effective Date) into a like principal amount of 2026 Term Loans; (iii) the 2026 Term Loans made by each Additional Lender and the conversion of each Consenting Lender’s 2024 Term B-2 Loans to 2026 Term Loans on the Amendment No. 6 Effective Date shall be deemed to be incurred pursuant to a single Term Borrowing of 2026 Term Loans on the Amendment No. 6 Effective Date; (iv) on the Amendment No. 6 Effective Date, the Borrower shall prepay in full the 2024 Term B-2 Loans by (i) paying or causing to be paid to the Administrative Agent immediately available funds in an aggregate amount equal to the excess of (1) the 2024 Term B-2 Loan Prepayment Amount (as defined below), over (2) the 2026 Additional Replacement Term Loan Funding Amount (as defined below) (such excess, the “Cash Prepayment Amount”) and (ii) hereby directing the Administrative Agent to apply the gross cash proceeds of the 2026 Term Loans (the amount of such gross cash proceeds, the “2026 Additional Replacement Term Loan Funding Amount”), along with the Cash Prepayment Amount to prepay in full the 2024 Term B-2 Loans. The term “2024 Term B-2 Loan Prepayment Amount” shall mean the sum of (I) the aggregate principal amount of the 3 2024 Term B-2 Loans (other than 2024 Term B-2 Loans converted into 2026 Term Loans pursuant to clause (ii) above) outstanding on the Amendment No. 6 Effective Date immediately before giving effect to this Amendment, plus (II) all accrued and unpaid interest on the 2024 Term B- 2 Loans as of the Amendment No. 6 Effective Date; and (v) immediately upon the occurrence of the Amendment No. 6 Effective Date, the Administrative Agent will record the 2026 Term Loans made by each Lender in the Register. (b) This Amendment shall constitute delivery by the Borrower of a notice of prepayment of the 2024 Term B-2 Loans in satisfaction of Section 2.05(a)(i) under the Existing Credit Agreement. SECTION 2. Amendments to Credit Agreement. (a) Effective as of the Amendment No. 6 Effective Date, and subject to the terms and conditions set forth herein, the Existing Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Amended Credit Agreement attached as Exhibit A hereto. (b) From and after the Amendment No. 6 Effective Date, the “Obligations” under the Existing Credit Agreement shall continue as “Obligations” under the Amended Credit Agreement and the Loan Documents until otherwise paid in accordance with the terms thereof, and the 2026 Term Loans established hereby shall (i) constitute Obligations and have all of the benefits thereof, (ii) be guaranteed by the Guarantors pursuant to the Guaranty and (iii) be secured by the Liens granted to the Collateral Agent for the benefit of the Lenders under the Collateral Documents. Except as set forth in this Amendment, the 2026 Term Loans shall otherwise be subject to the provisions, including any provisions restricting the rights, or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Lenders, of the Amended Credit Agreement and the other Loan Documents and, from and after the Amendment No. 6 Effective Date, each reference to a “Loan” or “Loans” in the Amended Credit Agreement, as in effect on the Amendment No. 6 Effective Date, shall be deemed to include the 2026 Term Loans, each reference to a “Commitment” shall be deemed to include the “Additional 2026 Term Loan Commitment” and each reference to a “Lender” or “Lenders” in the Amended Credit Agreement shall be deemed to include the Refinancing Term Lenders, and other related terms will have correlative meanings mutatis mutandis. 4 SECTION 3. Conditions of Effectiveness. This Amendment shall become effective as of the first date written hereof (such date being referred to as the “Amendment No. 6 Effective Date”) when each of the following conditions shall have been satisfied: (a) the Administrative Agent shall have received duly executed signature pages for this Amendment signed by each Loan Party, the Administrative Agent and the Additional Lender; (b) the Administrative Agent shall have received duly executed Lender Consents from each Lender electing a Cashless Amendment Option; (c) the Administrative Agent shall have received (i) a certificate of a Responsible Officer of the Borrower that the statements set forth in Section 4 of this Amendment and in clauses (e) and (f) below are true and correct and (ii) a solvency certificate in substantially the form of Exhibit G to the Existing Credit Agreement from the chief financial officer (or similar officer, director or authorized signatory) of the Borrower dated as of the Amendment No. 6 Effective Date and certifying as to the matters set forth therein (after giving effect to the transactions contemplated by this Amendment to occur on the Amendment No. 6 Effective Date); (d) the Administrative Agent shall have received a customary opinion of Reed Smith LLP, New York and Delaware counsel to Holdings, the Borrower and the Subsidiary Guarantors, addressed to the Administrative Agent and the Refinancing Term Lenders, in form and substance reasonably satisfactory to the Administrative Agent; (e) the representations and warranties of the Loan Parties contained in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects on and as of the Amendment No. 6 Effective Date (except in the case of any representation or warranty which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (f) immediately after giving effect to this Amendment, no Default or Event of Default shall exist, or would result from, the making of the 2026 Term Loans or the application of proceeds therefrom; (g) the Administrative Agent shall have received a Committed Loan Notice no later than 1:00 p.m., New York time, at least one Business Day prior to the requested date of the Borrowing in respect of the 2026 Term Loans; (h) substantially concurrently with the making of the 2026 Term Loans, the 2024 Term B-2 Loans (together with any accrued but unpaid interest thereon) shall be repaid

 5 in full (including via a cashless roll election in accordance with procedures established by the Administrative Agent and set forth in this Amendment); (i) the Borrower shall have paid to the Administrative Agent (I) all fees required to be paid on the Amendment No. 6 Effective Date as separately agreed in writing by the Borrower and the 2026 Term Loan Arrangers and (II) to the extent invoiced at least three (3) Business Days prior to the Amendment No. 6 Effective Date (except as otherwise reasonably agreed by the Borrower), reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower on the Amendment No. 6 Effective Date (which amounts under this clause (i) may be paid substantially simultaneously with the funding of the 2026 Term Loans and, if applicable, offset against the proceeds of the 2026 Term Loans); (j) the Administrative Agent shall have received at least three (3) business days prior to the Amendment No. 6 Effective Date, all documentation and other information about any Loan Party required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and if the Borrower qualifies as a “legal entity customer” under the “Beneficial Ownership Regulations” (31 CFR §1010.230), a Beneficial Ownership Certification in relation to the Borrower, in each case, to the extent reasonably requested in writing by the Administrative Agent at least ten (10) business days prior to the Amendment No. 6 Effective Date. “Beneficial Ownership Certification” means a certification regarding individual beneficial ownership solely to the extent required by 31 CFR §1010.230; and (k) the Administrative Agent shall have received such documents and certifications (including (x) Organization Documents and (y) good standing certificates) as the Administrative Agent may reasonably require to evidence (A) the identity, authority and capacity of each Responsible Officer of the Loan Parties acting as such in connection with this Amendment and the other Loan Documents and (B) that Holdings, the Borrower and each Subsidiary Guarantor is duly incorporated, organized or formed, and that each of them is validly existing and, to the extent applicable, in good standing, except to the extent that failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. SECTION 4. Representations and Warranties. Each Loan Party represents and warrants as follows as of the date hereof: (a) Such Loan Party has all requisite power and authority to execute, deliver and perform its obligations under this Amendment; (b) The execution, delivery and performance by each Loan Party of this Amendment is within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action and do not (a) contravene the terms of any of such Person’s Organization Documents or (b) violate any Law, in each case, except to the extent 6 that such contravention or violation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (c) This Amendment has been duly executed and delivered by each Loan Party that is a party hereto. Subject to the Legal Reservations, this Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party hereto in accordance with its terms. SECTION 5. Reference to and Effect on the Existing Credit Agreement, Amended Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 6 Effective Date, each reference in the Existing Credit Agreement and the Amended Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Existing Credit Agreement shall mean and be a reference to the Amended Credit Agreement in accordance with this Amendment. (b) The Amended Credit Agreement and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Security Agreement and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case, as amended by this Amendment. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document. (d) By its execution and delivery of this Amendment, each Loan Party (i) hereby consents to the execution, delivery and performance of this Amendment, including the effectiveness of the Amended Credit Agreement, and agrees that each reference to the Existing Credit Agreement in the Loan Documents shall, on and after the Amendment No. 6 Effective Date, be deemed to be a reference to the Amended Credit Agreement; (ii) hereby acknowledges and agrees that, after giving effect to this Amendment and the Amended Credit Agreement, all of its respective obligations and liabilities under the Loan Documents to which it is a party, as such obligations and liabilities have been amended by this Amendment and the Amended Credit Agreement, are reaffirmed, and remain in full force and effect; (iii) ratifies and reaffirms its guarantee of the Obligations pursuant to the Guaranty and (iv) reaffirms each prior Lien and security interest granted by it to the Collateral Agent for the benefit of the Secured Parties under each of the Loan Documents to which it is a party, which Liens and security interests shall continue in full force and effect during the term of the Amended Credit Agreement and shall continue to secure the Secured Obligations (after giving effect to this Amendment and the Amended Credit Agreement), in each case, on and subject to the terms and conditions set forth in this Amendment and the Amended Credit Agreement, and the other Loan Documents. This Amendment and the 7 Amended Credit Agreement shall not constitute a novation of the Existing Credit Agreement or any of the Loan Documents. (e) From and after the Amendment No. 6 Effective Date, this Amendment shall be deemed a Refinancing Amendment and a Loan Document for all purposes under the Amended Credit Agreement and the other Loan Documents. SECTION 6. Costs and Expenses. The Borrower shall pay all reasonable out-of- pocket expenses of the Administrative Agent incurred in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder, if any (including the reasonable fees, disbursements and other charges of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent), in accordance with Section 10.04 of the Existing Credit Agreement. SECTION 7. Execution in Counterparts. This Amendment may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper- based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. SECTION 8. Successors. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby. SECTION 9. Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. SECTION 10. Governing Law and Waiver of Jury Trial. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The provisions of Section 10.17 of the Existing Credit Agreement shall apply to this Amendment as if fully set forth herein, mutatis mutandis. [The remainder of page is intentionally left blank] [Signature Page to Amendment No. 6] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above written. V2X LLC (F/K/A VERTEX AEROSPACE SERVICES LLC.), as Borrower By: /s/ Michael J. Smith Name: Michael J. Smith Title: Treasurer V2X INTERMEDIATE LLC (F/K/A VERTEX AEROSPACE INTERMEDIATE LLC), as Holdings By: /s/ Michael J. Smith Name: Michael J. Smith Title: Treasurer

 [Signature Page to Amendment No. 6] 148961548_4 V2X SYSTEMS ISRAEL COMPANY (F/K/A VERTEX SYSTEMS ISRAEL COMPANY) V2X TECHNICAL SERVICES INTERNATIONAL COMPANY (F/K/A VERTEX TECHNICAL SERVICES INTERNATIONAL COMPANY) V2X AEROSPACE LLC (F/K/A VERTEX AEROSPACE LLC) V2X MODERNIZATION AND SUSTAINMENT LLC (F/K/A VERTEX MODERNIZATION AND SUSTAINMENT LLC) ARMY SUSTAINMENT LLC FLIGHT INTERNATIONAL AVIATION LLC VECTOR INTERNATIONAL AVIATION LL V2X AIRCRAFT INTEGRATION AND SUSTAINMENT LLC (F/K/A VERTEX AIRCRAFT INTEGRATION AND SUSTAINMENT LLC) V2X PROFESSIONAL SERVICES LLC (F/K/A VERTEX PROFESSIONAL SERVICES LLC) VMSC AFGHANISTAN LLC ADVANTOR SYSTEMS, LLC V2X SYSTEMS LLC (F/K/A VECTRUS SYSTEMS LLC) ADVANTOR SYSTEMS II LLC (F/K/A ADVANTOR SYSTEMS CORPORATION) V2X OVERSEAS VENTURES LLC (F/K/A VECTRUS OVERSEAS VENTURES LLC) V2X INTERNATIONAL LLC (F/K/A VECTRUS INTERNATIONAL LLC) DELEX SYSTEMS, INCORPORATED By: /s/ Michael J. Smith Name: Michael J. Smith Title: Treasurer [Signature Page to Amendment No. 6] ROYAL BANK OF CANADA, as Administrative Agent By: /s/ Anastasiya Andrushchyshyn Name: Anastasiya Andrushchyshyn Title: Deal Manager [Signature Page to Amendment No. 6] ROYAL BANK OF CANADA, as an Additional Lender By: /s/ John Cokinos Name: John Cokinos Title: Managing Director Head of Leveraged Finance Annex A LENDER CONSENT TO AMENDMENT This LENDER CONSENT (this “Consent”) to the Amendment No. 6 to First Lien Credit Agreement, to be dated on or about May 2026 (the “Amendment”), by and among V2X LLC (f/k/a Vertex Aerospace Services LLC), a Delaware limited liability company (the “Borrower”), V2X INTERMEDIATE LLC (f/k/a Vertex Aerospace Intermediate LLC), a Delaware limited liability company (“Holdings”), the Additional Lender, the lenders party thereto and ROYAL BANK OF CANADA as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”). Capitalized terms used in this Consent but not defined herein shall have the meanings assigned to such terms in the Amendment. The undersigned hereby irrevocably and unconditionally approves this Amendment and consents as follows (check ONE option): Cashless Amendment Option The undersigned Lender agrees to convert the full principal amount (or such lesser amount as notified to the undersigned by the Administrative Agent prior to the Amendment No. 6 Effective Date) of its 2024 Term B-2 Loans to a like principal amount of 2026 Term Loans effective as of the Amendment No. 6 Effective Date. Post-Closing Settlement Option The undersigned Lender agrees to have the full principal amount of its 2024 Term B-2 Loans prepaid on the Amendment No. 6 Effective Date and purchase by assignment the principal amount of 2026 Term Loans committed to separately by the undersigned or their affiliates (or such lesser amount as notified to the undersigned by the Administrative Agent prior to the Amendment No. 6 Effective Date). ________________________________________, (Name of Institution) By: Name: Title: If a second signature is necessary: By: Name: Title:

 Schedule I Additional Lender Additional 2026 Term Loan Commitments Royal Bank of Canada $34,156,042.16 Total: $34,156,042.16 EXHIBIT [ ] Exhibit A Amended Credit Agreement See attached. EXHIBIT A FIRST LIEN CREDIT AGREEMENT DATED AS OF DECEMBER 6, 2021 AS AMENDED BY AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT, DATED AS OF JULY 5, 2022, AS AMENDED BY AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT, DATED AS OF MAY 31, 2023, AS AMENDED BY AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENT, DATED AS OF OCTOBER 3, 2023, AS AMENDED BY AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENT, DATED AS OF MAY 30, 2024, AND AS AMENDED BY AMENDMENT NO. 5 TO FIRST LIEN CREDIT AGREEMENT, DATED AS OF JANUARY 2, 2025, AND AS AMENDED BY AMENDMENT NO. 6 TO FIRST LIEN CREDIT AGREEMENT, DATED AS OF MAY 29, 2026 AMONG VERTEX AEROSPACE SERVICESV2X LLC (f/k/a Vertex Aerospace Services Corp.LLC), AS THE BORROWER, V2X INTERMEDIATE LLC VERTEX AEROSPACE INTERMEDIATE(f/k/a Vertex Aerospace Intermediate LLC), AS HOLDINGS, THE LENDERS PARTY HERETO, AND ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT __ RBC CAPITAL MARKETS,1 MORGAN STANLEY SENIOR FUNDING, INC., CREDIT SUISSE LOAN FUNDING LLC, MUFG UNION BANK, N.A., AND CITIZENS BANK, N.A., AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS 1 RBC Capital Markets is a brand name for the capital markets businesses of Royal Bank of Canada and its affiliates. i TABLE OF CONTENTS Page ARTICLE I. Definitions and Accounting Terms .......................................................................................... 1 Section 1.01 Defined Terms ....................................................................................................... 1 Section 1.02 Other Interpretive Provisions ........................................................................... 9192 Section 1.03 Accounting Term ............................................................................................. 9394 Section 1.04 Rounding .......................................................................................................... 9495 Section 1.05 References to Agreements and Laws ............................................................... 9495 Section 1.06 Times of Day ................................................................................................... 9495 Section 1.07 Timing of Payment or Performance ................................................................. 9495 Section 1.08 Currency Equivalents Generally ...................................................................... 9495 Section 1.09 Benchmark Replacement ................................................................................. 9596 Section 1.10 Pro Forma Calculations ................................................................................... 9697 Section 1.11 Calculation of Baskets ..................................................................................... 9798 Section 1.12 Divisions ........................................................................................................ 99100 ARTICLE II. The Commitments and Borrowings ................................................................................ 99100 Section 2.01 The Loans ...................................................................................................... 99100 Section 2.02 Borrowings, Conversions and Continuations of Loans ............................... 100101 Section 2.03 [Reserved] .................................................................................................... 101102 Section 2.04 [Reserved] .................................................................................................... 101102 Section 2.05 Prepayments ................................................................................................. 101102 Section 2.06 Termination or Reduction of Commitments ................................................ 106107 Section 2.07 Repayment of Loans .................................................................................... 107108 Section 2.08 Interest ......................................................................................................... 107108 Section 2.09 Fees .............................................................................................................. 108109 Section 2.10 Computation of Interest and Fees ................................................................ 108109 Section 2.11 Evidence of Indebtedness ............................................................................ 108109 Section 2.12 Payments Generally; Administrative Agent’s Clawback............................. 109110 Section 2.13 Sharing of Payments .................................................................................... 110111 Section 2.14 Incremental Facilities ................................................................................... 111112 Section 2.15 New Incremental Notes ............................................................................... 115116 Section 2.16 Cash Collateral ............................................................................................. 115116 Section 2.17 Defaulting Lenders ...................................................................................... 116117 Section 2.18 Specified Refinancing Debt ......................................................................... 117118 Section 2.19 Permitted Debt Exchanges ........................................................................... 118119 ARTICLE III. Taxes, Increased Costs Protection and Illegality......................................................... 119120 Section 3.01 Taxes ............................................................................................................ 119120 Section 3.02 [Reserved] .................................................................................................... 122123 Section 3.03 Illegality ....................................................................................................... 122123 Section 3.04 Inability to Determine Rates ........................................................................ 123124 Section 3.05 Increased Cost and Reduced Return; Capital Adequacy and Liquidity Requirements ............................................................................................... 123124 Section 3.06 Funding Losses ............................................................................................ 124125 Section 3.07 Matters Applicable to All Requests for Compensation ............................... 125126

 ii Section 3.08 Replacement of Lenders under Certain Circumstances ............................... 126127 ARTICLE IV. Conditions Precedent to Borrowings .......................................................................... 127128 Section 4.01 Conditions to the Initial Borrowing on the Closing Date ............................ 127128 ARTICLE V. Representations and Warranties ................................................................................... 131132 Section 5.01 Existence, Qualification and Power; Compliance with Laws ...................... 131132 Section 5.02 Authorization; No Contravention ................................................................ 131132 Section 5.03 Governmental Authorization; Other Consents ............................................. 131132 Section 5.04 Binding Effect .............................................................................................. 132133 Section 5.05 Financial Statements; No Material Adverse Effect ..................................... 132133 Section 5.06 Litigation ...................................................................................................... 132133 Section 5.07 [Reserved] .................................................................................................... 132133 Section 5.08 Ownership of Property; Liens ...................................................................... 132133 Section 5.09 [Reserved] .................................................................................................... 132133 Section 5.10 Taxes ............................................................................................................ 132133 Section 5.11 ERISA .......................................................................................................... 133134 Section 5.12 [Reserved] .................................................................................................... 133134 Section 5.13 Margin Regulations; Investment Company Act .......................................... 133134 Section 5.14 Disclosure .................................................................................................... 134135 Section 5.15 Compliance with Laws ................................................................................ 134135 Section 5.16 [Reserved]. ................................................................................................... 134135 Section 5.17 Solvency ...................................................................................................... 134135 Section 5.18 Perfection, Etc. ............................................................................................. 134135 Section 5.19 PATRIOT Act; OFAC ................................................................................. 135136 Section 5.20 FCPA ........................................................................................................... 135136 ARTICLE VI. Affirmative Covenants ................................................................................................ 135136 Section 6.01 Financial Statements .................................................................................... 135136 Section 6.02 Certificates; Other Information .................................................................... 137138 Section 6.03 Notices ......................................................................................................... 139140 Section 6.04 Payment of Taxes......................................................................................... 139140 Section 6.05 Preservation of Existence, Etc. .................................................................... 139140 Section 6.06 Maintenance of Properties ........................................................................... 139140 Section 6.07 Maintenance of Insurance ............................................................................ 139140 Section 6.08 Compliance with Laws ................................................................................ 140141 Section 6.09 Books and Records ...................................................................................... 140141 Section 6.10 Inspection Rights ......................................................................................... 140141 Section 6.11 Use of Proceeds ........................................................................................... 141142 Section 6.12 Covenant to Guarantee Obligations and Give Security ............................... 141142 Section 6.13 Compliance with Environmental Laws ........................................................ 143144 Section 6.14 Further Assurances ...................................................................................... 143144 Section 6.15 Maintenance of Ratings ............................................................................... 145146 Section 6.16 Post-Closing Undertakings .......................................................................... 145146 Section 6.17 No Change in Line of Business ................................................................... 145146 Section 6.18 Transactions with Affiliates ......................................................................... 145146 Section 6.19 Accounting Changes .................................................................................... 148149 Section 6.20 FACA Requirement ..................................................................................... 148149 iii ARTICLE VII. Negative Covenants ................................................................................................... 149150 Section 7.01 Indebtedness ................................................................................................ 149150 Section 7.02 Limitations on Liens .................................................................................... 155156 Section 7.03 Fundamental Changes .................................................................................. 156157 Section 7.04 Asset Sales ................................................................................................... 157158 Section 7.05 Restricted Payments ..................................................................................... 158159 Section 7.06 Burdensome Agreements ............................................................................. 166167 Section 7.07 [Reserved] .................................................................................................... 168169 Section 7.08 [Reserved] .................................................................................................... 168169 Section 7.09 Holding Company ........................................................................................ 168169 ARTICLE VIII. Events of Default and Remedies .............................................................................. 169170 Section 8.01 Events of Default ......................................................................................... 169170 Section 8.02 Remedies Upon Event of Default ................................................................ 171172 Section 8.03 [Reserved] .................................................................................................... 172173 Section 8.04 Application of Funds ................................................................................... 172173 ARTICLE IX. Administrative Agent and Other Agents ..................................................................... 173174 Section 9.01 Appointment and Authorization of Agents. ................................................. 173174 Section 9.02 Delegation of Duties .................................................................................... 174175 Section 9.03 Liability of Agents ....................................................................................... 175176 Section 9.04 Reliance by Agents ...................................................................................... 176177 Section 9.05 Notice of Default ......................................................................................... 176177 Section 9.06 Credit Decision; Disclosure of Information by Agents ............................... 176177 Section 9.07 Indemnification of Agents ........................................................................... 177178 Section 9.08 Agents in their Individual Capacities ........................................................... 177178 Section 9.09 Successor Agents ......................................................................................... 178179 Section 9.10 Administrative Agent May File Proofs of Claim ......................................... 179180 Section 9.11 Collateral and Guaranty Matters .................................................................. 180181 Section 9.12 Other Agents; Arranger and Managers ........................................................ 181182 Section 9.13 Secured Cash Management Agreements and Secured Hedge Agreements . 181182 Section 9.14 Appointment of Supplemental Agents, Incremental Arrangers and Specified Refinancing Agents ..................................................................... 182183 Section 9.15 Intercreditor Agreement ............................................................................... 183184 Section 9.16 Withholding Tax .......................................................................................... 184185 Section 9.17 ERISA Matters ............................................................................................. 184185 Section 9.18 Erroneous Payments .................................................................................... 185186 ARTICLE X. Miscellaneous ............................................................................................................... 189190 Section 10.01 Amendments, Etc. ........................................................................................ 189190 Section 10.02 Notices; Electronic Communications .......................................................... 193194 Section 10.03 No Waiver; Cumulative Remedies; Enforcement ........................................ 195196 Section 10.04 Expenses ...................................................................................................... 196197 Section 10.05 Indemnification by the Borrower ................................................................. 196197 Section 10.06 Payments Set Aside ..................................................................................... 197198 Section 10.07 Successors and Assigns ............................................................................... 198199 Section 10.08 Confidentiality ............................................................................................. 204205 iv Section 10.09 Setoff ............................................................................................................ 205206 Section 10.10 Interest Rate Limitation ............................................................................... 205206 Section 10.11 Counterparts ................................................................................................. 206207 Section 10.12 Integration; Effectiveness ............................................................................ 206207 Section 10.13 Survival of Representations and Warranties ................................................ 206207 Section 10.14 Severability .................................................................................................. 206207 Section 10.15 Governing Law; Jurisdiction; Etc. ............................................................... 207208 Section 10.16 Service of Process ........................................................................................ 208209 Section 10.17 Waiver of Right to Trial by Jury .................................................................. 208209 Section 10.18 Binding Effect .............................................................................................. 208209 Section 10.19 No Advisory or Fiduciary Responsibility .................................................... 208209 Section 10.20 Affiliate Activities. ...................................................................................... 209210 Section 10.21 Electronic Execution of Assignments and Certain Other Documents ......... 209210 Section 10.22 USA PATRIOT Act ..................................................................................... 209210 Section 10.23 Acknowledgement and Consent to Bail-In of Affected Financial Institutions ................................................................................................... 209210 Section 10.24 Acknowledgement Regarding Any Supported QFCs .................................. 210211 SCHEDULES 1 Guarantors 1.01(a) Adjustments to Consolidated EBITDA 1.01(b) Scheduled Dispositions 2.01 Commitments and Pro Rata Shares 6.16 Post-Closing Undertakings 7.01 Closing Date Indebtedness 7.02 Closing Date Liens 7.05 Closing Date Investments 10.02 Administrative Agent’s Office, Certain Addresses for Notices EXHIBITS A Committed Loan Notice B Note C Compliance Certificate D-1 Assignment and Assumption D-2 Affiliate Lender Assignment and Assumption D-3 Administrative Questionnaire E-1 Holdings Guaranty E-2 Subsidiary Guaranty F Security Agreement G Solvency Certificate H Intercompany Note I-1 U.S. Tax Compliance Certificate I-2 U.S. Tax Compliance Certificate I-3 U.S. Tax Compliance Certificate I-4 U.S. Tax Compliance Certificate J Notice of Optional Prepayment of Loans K ABL Intercreditor Agreement L Term Loan Intercreditor Agreement

 This FIRST LIEN CREDIT AGREEMENT is entered into as of December 6, 2021, among VERTEX AEROSPACE SERVICESV2X LLC (f/k/a Vertex Aerospace Services Corp.LLC), a Delaware limited liability company (the “Borrower”), VERTEX AEROSPACEV2X INTERMEDIATE LLC (f/k/a Vertex Aerospace Intermediate LLC), a Delaware limited liability company (“Holdings”), the lenders party hereto (collectively, the “Lenders” and individually, a “Lender”) and ROYAL BANK OF CANADA (“RBC”), as Administrative Agent and Collateral Agent. PRELIMINARY STATEMENTS Pursuant to that certain Share and Asset Purchase and Sale Agreement, dated as of September 8, 2021 (together with all exhibits, annexes and schedules thereto, as amended, modified, restated, supplemented or waived in accordance with the terms thereof, the “Purchase Agreement”), by and among Raytheon Company, a Delaware corporation (the “Seller”), Vertex Aerospace LLC, a Delaware limited liability company (the “Purchaser”), and Vertex Aerospace Services Holding Corp., a Delaware corporation (“Vertex Holdings”), the Purchaser will, directly or indirectly, acquire (the “Acquisition”) all of the Seller Entities’ (as defined in the Purchase Agreement) right, title and interest in and to certain assets constituting the Business (as defined in the Purchase Agreement), including the Purchased Entity Shares (as defined in the Purchase Agreement) (the “Target Business”) from the Seller and which, after giving effect to the Transactions, will be owned directly or indirectly by the Borrower. The Borrower has requested that, upon the satisfaction in full (or waiver by the Administrative Agent) of the conditions precedent set forth in Article IV below, the Lenders make term loans to the Borrower in an aggregate principal amount of $925,000,000, the proceeds of which shall be used, together with the proceeds of the Equity Contribution, Second Lien Term Loans (as defined in this Agreement as in effect on the Closing Date) and proceeds of any borrowings under the ABL Credit Agreement, (i) to finance the Transactions, (ii) to pay the Transaction Costs, (iii) to pay fees and expenses in connection with the foregoing and (iv) to fund working capital and general corporate purposes, on the terms and subject to the conditions set forth in this Agreement. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: ARTICLE I. Definitions and Accounting Terms Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: “2022 Incremental Term Lender” means a Lender with a 2022 Incremental Term Loan Commitment or an outstanding 2022 Incremental Term Loan. “2022 Incremental Term Loan Arrangers” means each of RBC Capital Markets, Stifel Nicolaus and Company, Incorporated, MUFG Union Bank, N.A., U.S. Bank National Association and Citizens Bank, N.A., in their respective capacities as exclusive joint lead arrangers and joint bookrunners for the 2022 Incremental Term Loans. “2022 Incremental Term Loan Commitment” means, as to each 2022 Incremental Term Lender, its obligation to make 2022 Incremental Term Loans to the Borrower pursuant to the First Amendment on the First Amendment Effective Date in an aggregate principal amount not to exceed the amount set forth opposite such 2022 Incremental Term Lender’s name on Schedule I to the First Amendment under the caption “2022 Incremental Term Loan Commitment” as such amount may be adjusted from time to time 2 in accordance with this Agreement. As of the Amendment No. 3 Effective Date, the aggregate amount of the 2022 Incremental Term Loan Commitments was $0. “2022 Incremental Term Loan Facility” means the Term Facility in respect of the 2022 Incremental Term Loans. “2022 Incremental Term Loans” means the Term Loans incurred pursuant to the First Amendment. The aggregate initial principal amount of 2022 Incremental Term Loans on the Amendment No. 3 Effective Date was $0. “2023 Term Lender” means a Lender with an outstanding 2023 Term Loan. “2023 Term Loan Arranger” means each of RBC Capital Markets, Stifel Nicolaus and Company, Incorporated, MUFG Union Bank, N.A., U.S. Bank National Association and Citizens Bank, N.A., in their respective capacities as exclusive joint lead arrangers and joint bookrunners for the 2023 Term Loans. “2023 Term Loan Facility” means the Term Facility in respect of the 2023 Term Loans. “2023 Term Loans” means all Term Loans outstanding under this Agreement immediately prior to the Amendment No. 4 Effective Date. “2024 Term Lender” means a Lender with an outstanding 2024 Term Loan. “2024 Term Loan Arranger” means each of RBC Capital Markets, Stifel Nicolaus and Company Incorporated, MUFG Union Bank, N.A., U.S. Bank National Association and Citizens Bank, N.A. in their respective capacities as exclusive joint lead arrangers and joint bookrunners for the 2024 Term Loans. “2024 Term Loan Facility” means the Term Facility in respect of the 2024 Term Loans. “2024 Term Loans” has the meaning specified in the Fourth Amendment. The aggregate initial principal amount of 2024 Term Loans on the Amendment No. 4 Effective Date is $906,569,375.00. “2024 Term B-2 Lender” means a Lender with an outstanding 2024 Term B-2 Loan. “2024 Term B-2 Loan Arranger” means each of RBC Capital Markets, Stifel Nicolaus and Company Incorporated, MUFG Union Bank, N.A., U.S. Bank National Association and Citizens Bank, N.A. in their respective capacities as exclusive joint lead arrangers and joint bookrunners for the 2024 Term B-2 Loans. “2024 Term B-2 Loan Facility” means the Term Facility in respect of the 2024 Term B-2 Loans. “2024 Term B-2 Loans” has the meaning specified in the Fifth Amendment. The aggregate initial principal amount of 2024 Term B-2 Loans on the Amendment No. 5 Effective Date is $899,770,104.68. “2026 Term Lender” means a Lender with an outstanding 2026 Term Loan. “2026 Term Loan Arranger” means each of RBC Capital Markets, BofA Securities, Inc., Citigroup Global Markets Inc., Truist Securities, Inc., Citizens Bank, N.A., MUFG Union Bank, N.A., Regions Capital Markets, a division of Regions Bank, U.S. Bank National Association, Pinnacle Bank, Stifel, Nicolaus & Company, Incorporated, PNC Capital Markets LLC, Fifth Third Bank, National 3 Association, Goldman Sachs Bank USA and Wells Fargo Securities, LLC in their respective capacities as exclusive joint lead arrangers and joint bookrunners for the 2026 Term Loans. “2026 Term Loan Facility” means the Term Facility in respect of the 2026 Term Loans. “2026 Term Loans” has the meaning specified in the Sixth Amendment. The aggregate initial principal amount of 2026 Term Loans on the Amendment No. 6 Effective Date is $868,522,978.38. “ABL Credit Agreement” means the ABL Credit Agreement, dated as of the date hereof, among Holdings, the Borrower, the lenders party thereto from time to time and the ABL Representative, which amends that certain ABL Credit Agreement, originally dated as of June 29, 2018, among the Borrower, Vertex Aerospace Services Holdings Corp., a Delaware corporation, as Holdings, the lenders party thereto from time to time and the ABL Representative, as amended pursuant to the First Amendment to ABL Credit Agreement, dated as of May 17, 2019 and the Second Amendment to ABL Credit Agreement, dated as of May 17, 2021, and as further amended, amended and restated, modified, supplemented, substituted, replaced, restated or refinanced, in whole or in part, pursuant to a Permitted Refinancing from time to time (whether with the original administrative agent and lenders or other agents and lenders or otherwise and whether provided under the original ABL Credit Agreement or another credit agreement, indenture, instrument, other document or otherwise, unless such credit agreement, indenture, instrument or document expressly provides that it is not an ABL Credit Agreement), in each case as and to the extent permitted by this Agreement and the ABL Intercreditor Agreement. “ABL Facility” means the senior secured revolving loan facility under the ABL Credit Agreement or any amendment, supplement, modification, substitution, replacement, restatement or refinancing thereof, in whole or in part, pursuant to a Permitted Refinancing from time to time, in each case as and to the extent permitted by this Agreement and the ABL Intercreditor Agreement. “ABL Intercreditor Agreement” means the ABL Intercreditor Agreement substantially in the form of Exhibit K among the Administrative Agent, the administrative agent under the Pari Passu Loan Documents and the ABL Representative, with such modifications thereto as the Administrative Agent may reasonably agree. “ABL Loan Documents” means, collectively, (i) the ABL Credit Agreement and (ii) the security documents, intercreditor agreements (including the ABL Intercreditor Agreement), guarantees, joinders and other agreements or instruments executed in connection with the ABL Credit Agreement or such other agreements, in each case, as amended, modified, supplemented, substituted, replaced, restated or refinanced, in whole or in part, pursuant to a Permitted Refinancing from time to time, in each case as and to the extent permitted by this Agreement and the ABL Intercreditor Agreement. “ABL Loan Parties” has the meaning assigned to the term “Loan Parties” in the ABL Credit Agreement. “ABL Obligations” means all Indebtedness and other obligations of the Borrower and any other ABL Loan Parties outstanding under or pursuant to the ABL Loan Documents, together with guarantees thereof that are secured, or intended to be secured, under the ABL Loan Documents, including any direct or indirect, absolute or contingent, interest and fees that accrue after the commencement by or against the Borrower or any other ABL Loan Party 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, and any obligations under a Secured Hedge Agreement or a Secured Cash Management Agreement (in each case, as defined in the ABL Credit Agreement) that are secured pursuant to the ABL Loan Documents. 4 “ABL Priority Collateral” has the meaning assigned to the term “ABL Collateral” in the ABL Intercreditor Agreement. “ABL Representative” means initially, Ally Bank, in its capacity as administrative agent and collateral agent under the ABL Credit Agreement and the other ABL Loan Documents and any other administrative agent, collateral agent or representative of the holders of ABL Obligations appointed as a representative for purposes related to the administration of the ABL Loan Documents pursuant to the ABL Credit Agreement, in such capacity as provided in the ABL Credit Agreement. “Accepting Lender” has the meaning specified in Section 10.01. “Acquired Indebtedness” means, with respect to any specified Person, (a) Indebtedness of any other Person existing at the time such other Person is merged, amalgamated or consolidated with or into or becomes a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is Incurred in connection with, or in contemplation of, such other Person merging, amalgamating or consolidating with or into, or becoming a Restricted Subsidiary of, such specified Person and (b) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. “Acquisition” has the meaning specified in the Preliminary Statements of this Agreement. “Additional 2023 Term Lender” has the meaning assigned to the term “Additional Lender” in the Third Amendment. “Additional 2024 Term Lender” has the meaning assigned to the term “Additional Lender” in the Fourth Amendment. “Additional 2024 Term B-2 Lender” has the meaning assigned to the term “Additional Lender” in the Fifth Amendment. “Additional 2026 Term Lender” has the meaning assigned to the term “Additional Lender” in the Sixth Amendment. “Additional 2023 Term Loan Commitment” has the meaning specified in the Third Amendment. “Additional 2024 Term Loan Commitment” has the meaning specified in the Fourth Amendment. “Additional 2024 Term B-2 Loan Commitment” has the meaning specified in the Fifth Amendment. “Additional 2026 Term Loan Commitment” has the meaning specified in the Sixth Amendment. “Administrative Agent” means RBC, acting through such of its Affiliates or branches as it may designate, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent permitted by the terms hereof. “Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders. “Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit D-3 or any other form approved by the Administrative Agent.

 5 “Affected Financial Institution” means (i) any EEA Financial Institution or (ii) any UK Financial Institution. “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. “Affiliate Lender Assignment and Assumption” has the meaning specified in Section 10.07(i)(i). “Affiliate Lenders” means, collectively, the Sponsor and its Affiliates (other than any Natural Person, Holdings, the Borrower and any of Holdings’ or the Borrower’s respective Subsidiaries). “Affiliate Transaction” has the meaning specified in Section 6.18. “Agent-Related Distress Event” means, with respect to the Administrative Agent, the Collateral Agent or any Person that directly or indirectly controls the Administrative Agent (each, a “Distressed Agent-Related Person”), a voluntary or involuntary case with respect to such Distressed Agent-Related Person under any Debtor Relief Law is commenced, or a custodian, conservator, receiver or similar official is appointed for such Distressed Agent-Related Person or any substantial part of such Distressed Agent-Related Person’s assets, or such Distressed Agent-Related Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Agent-Related Person to be, insolvent or bankrupt; provided that an Agent-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interests in the Administrative Agent or any Person that directly or indirectly controls the Administrative Agent by a Governmental Authority or an instrumentality thereof. “Agent-Related Persons” means each Agent, together with its Related Parties. “Agents” means, collectively, the Administrative Agent, the Collateral Agent, the Arrangers and the Supplemental Agents (if any). “Aggregate Commitments” means the Commitments of all the Lenders. “Agreement” means this first lien credit agreement. “AIP Manager” means AIP, LLC, a Delaware limited liability company. “All-in Yield” means, with respect to any Indebtedness, the yield of such Indebtedness, whether in the form of interest rate, margin, OID, upfront fees, index floors or otherwise, in each case, payable by the Borrower generally to all lenders; provided that OID and upfront fees shall be equated to interest rate assuming a four-year life to maturity or, if less, the remaining life to maturity, and shall not include arrangement fees, structuring fees, advisory fees, success fees, ticking fees, commitment fees, unused line fees, underwriting fees, amendment, consent and similar fees (whether or not shared with all lenders providing such facility) and any other fees not paid by the Borrower generally to all lenders providing such Indebtedness; provided further that (A) if Term SOFR (with an Interest Period of three months) is less than any floor applicable to loans in respect to which the All-in Yield is being calculated on the date on which the All-in Yield is determined, the amount of the resulting difference will be deemed added to 6 the interest rate margin applicable to the relevant Indebtedness for purposes of calculating the All-in Yield and (B) if Term SOFR (with an Interest Period of three months) is greater than any applicable floor on the date on which the All-in Yield is determined, the floor will be disregarded in calculating the All-in Yield. “Amendment No. 3 Effective Date” has the meaning specified in the Third Amendment. “Amendment No. 4 Effective Date” has the meaning specified in the Fourth Amendment. “Amendment No. 5 Effective Date” has the meaning specified in the Fifth Amendment. “Amendment No. 6 Effective Date” has the meaning specified in the Sixth Amendment. “Applicable Discount” has the meaning specified in the definition of “Dutch Auction.” “Applicable Rate” means, with respect to the 20242026 Term B-2 Loans, a percentage per annum equal to (i) for SOFR Loans, 2.252.00% and (ii) for Base Rate Loans, 1.25%.1.00%; provided that, for so long as the Borrower or any Parent Holding Company maintains public corporate credit and corporate family ratings of (x) Ba3 (stable outlook) from Moody’s or higher (such rating, the “Moody’s Threshold Debt Rating”) and (y) BB- (stable outlook) from S&P or higher (such rating, the “S&P Threshold Debt Rating” and together with the Moody’s Threshold Debt Rating, the “Debt Ratings”, and upon the occurrence of both the Moody’s Threshold Debt Rating and S&P Threshold Debt Rating, such event a “Debt Ratings Event”), the percentages set forth above will be reduced by 0.25%. Any increase or decrease in the Applicable Rate resulting from a change in the public corporate credit and corporate family ratings shall become effective as of the first Business Day immediately following the public announcement of a change in each of the Moody’s Threshold Debt Rating and the S&P Threshold Debt Rating and the delivery of notice by the Borrower to the Administrative Agent that a Debt Ratings Event has occurred. A Debt Ratings Event shall cease to be continuing immediately if either the Moody’s Threshold Debt Rating or the S&P Threshold Debt Rating cease to apply. “Appropriate Lender” means, at any time, (a) with respect to the Term Facility, a Lender that has a Commitment with respect to the Term Facility or holds a Term Loan at such time, (b) with respect to any New Term Facility, a Lender that holds a New Term Loan at such time and (c) with respect to any Specified Refinancing Debt, a Lender that holds Specified Refinancing Term Loans. “Approved Commercial Bank” means a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000. “Approved Fund” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender. “Arranger/Lender-Related Persons” has the meaning specified in Section 10.15(d). “Arrangers” means each of RBC Capital Markets, Morgan Stanley Senior Funding, Inc., Credit Suisse Loan Funding LLC, MUFG Union Bank, N.A. and Citizens Bank, N.A., in their respective capacities as exclusive joint lead arrangers and joint bookrunners for the Initial Term Loans, each of the 2022 Incremental Term Loan Arrangers, each of the 2023 Term Loan Arrangers, each of the 2024 Term Loan Arrangers and, the 2024 Term B-2 Loan Arranger and the 2026 Term Loan Arrangers. “Asset Sale” means any Disposition by the Borrower or any Restricted Subsidiary other than: 7 (a) a sale, exchange or other disposition of cash, Cash Equivalents or Investment Grade Securities, or of obsolete, damaged, unnecessary, surplus, negligible, unsuitable or worn out equipment or other assets in the ordinary course of business, or dispositions of property no longer used, useful or economically practicable to maintain in the conduct of the business of the Borrower and the Restricted Subsidiaries (including allowing any such registrations or any such applications for registration of any such intellectual property or other such intellectual property rights to lapse or become abandoned); (b) without limiting the provisions of Section 8.01(k), the sale, conveyance, lease or other disposition of all or substantially all of the assets of the Borrower in compliance with the provisions of Section 7.03 or Section 7.04 or any Disposition that constitutes a Change of Control; (c) any Restricted Payment that is permitted to be made, and is made, pursuant to Section 7.05 or any Permitted Investment; (d) any Disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary, in a single transaction or series of related transactions, with an aggregate Fair Market Value of less than or equal to the greater of (x) $42,000,000 and (y) 20.0% of Consolidated EBITDA of the Group Parties per fiscal year; provided that any unused amounts pursuant to this clause (d) during any fiscal year shall carry forward to the succeeding fiscal year; (e) any transfer or Disposition of property or assets or issuance or sale of Equity Interests by a Restricted Subsidiary to the Borrower or by the Borrower or a Restricted Subsidiary to another Restricted Subsidiary; (f) the creation of any Lien permitted under this Agreement; (g) any issuance, sale, pledge or other disposition of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; (h) the sale, lease, assignment, license or sublease of inventory, equipment, accounts receivable, notes receivable or other current assets held for sale in the ordinary course of business or the conversion of accounts receivable to notes receivable or dispositions of accounts receivable in connection with the collection or compromise thereof; (i) the lease, assignment, license, sublicense or sublease of any real or personal property in the ordinary course of business; (j) a sale or transfer of accounts receivable, or participations therein, and related assets of the type specified in the definition of “Receivables Financing” to a Receivables Subsidiary in a Qualified Receivables Financing or in factoring or similar transactions; (k) a transfer of accounts receivable and related assets of the type specified in the definition of “Receivables Financing” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Financing; (l) any exchange of assets for Related Business Assets (including a combination of Related Business Assets and a de minimis amount of cash or Cash Equivalents) of comparable or greater market value than the assets exchanged, as determined in good faith by the Borrower; 8 (m) (i) the sale, assignment, licensing, sub-licensing, cross-licensing or other disposition of intellectual property or other general intangibles (1) in the ordinary course of business or (2) which do not materially interfere with the ordinary conduct of the business of the Borrower or any Restricted Subsidiary and do not secure any Indebtedness, (ii) the sale, assignment, licensing, sub-licensing or other disposition of intellectual property or other general intangibles pursuant to any Intercompany License Agreement, and (iii) the statutory expiration of any intellectual property (for the avoidance of doubt, this clause (m) is subject to the last paragraph of Section 7.04); (n) any Sale/Leaseback Transaction of any property acquired or built after the Closing Date; provided that such sale is for at least Fair Market Value; (o) the surrender or waiver of obligations of trade creditors or customers or other contract rights that were incurred in the ordinary course of business of the Borrower or any Restricted Subsidiary, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or compromise, settlement, release or surrender of a contract, tort or other litigation claim, arbitration or other disputes; (p) Dispositions arising from foreclosures, condemnations, eminent domain, seizure, nationalization or any similar action with respect to assets, dispositions of property subject to casualty events and (except for purposes of calculating Net Cash Proceeds of any Asset Sale under the second and third paragraphs of Section 7.04) Dispositions necessary or advisable (as determined by the Borrower in good faith) in order to consummate any acquisition of any Person, business or assets; (q) Dispositions of Investments (including Equity Interests) in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements or rights of first refusal between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business; (s) the issuance of directors’ qualifying shares and shares issued to foreign nationals or other third-parties to the extent required by applicable law; (t) [reserved]; (u) a sale or transfer of equipment receivables, or participations therein, and related assets; (v) a sale or transfer of receivables made pursuant to factoring arrangements; (w) any Disposition constituting part of a Permitted Reorganization or a Permitted IPO Reorganization; (x) Dispositions of any assets (including Equity Interests) (i) acquired in connection with any Investment permitted hereunder, which assets are not core or principal to the business of the Borrower or the Restricted Subsidiaries or (ii) made to obtain the approval of any applicable antitrust or other regulatory authority in connection with any Investment permitted hereunder;

 9 (y) any Sale/Leaseback Transaction so long as either (i) the Maximum Leverage Requirement is satisfied after giving effect to any resulting Capitalized Lease Obligation on a Pro Forma Basis (but excluding the proceeds of such Sale/Leaseback for purposes of cash netting), (ii) any Capitalized Lease Obligation incurred in connection with such Sale/Leaseback Transaction is permitted under Section 7.01(d) or (iii) the Fair Market Value for all such assets disposed of pursuant to Sale/Leaseback Transactions under this clause (iii) does not exceed the greater of (x) $62,000,000 and (y) 30.0% of Consolidated EBITDA of the Group Parties; (z) Dispositions of assets that do not constitute Collateral with an aggregate Fair Market Value, for all such assets disposed of pursuant to this clause (z) in any fiscal year, not to exceed the greater of (x) $16,000,000 and (y) 7.5% of Consolidated EBITDA of the Group Parties; provided that any unused amounts pursuant to this clause (z) during any fiscal year shall carry forward into the succeeding fiscal year; (aa) Borrower and any Restricted Subsidiary may: (i) terminate or otherwise collapse its cost sharing agreements with Borrower or any Subsidiary and settle any crossing payments in connection therewith; (ii) convert any intercompany Indebtedness to Equity Interests or any Equity Interests to intercompany Indebtedness; (iii) transfer any intercompany Indebtedness to Borrower or any Restricted Subsidiary; (iv) settle, discount, write off, forgive or cancel any intercompany Indebtedness or other obligation owing by Borrower or any Restricted Subsidiary; (v) settle, discount, write off, forgive or cancel any Indebtedness owing by any present or former consultants, managers, directors, officers or employees of Borrower, any direct or indirect parent thereof, or any Subsidiary thereof or any of their successors or assigns; or (vi) surrender or waive contractual rights and settle, release, surrender or waive contractual or litigation claims (or other disposition of assets in connection therewith); (bb) Any disposition of property to the extent that (1) such property is exchanged for credit against the purchase price of similar replacement property (excluding any boot thereon) that is purchased within 270 days thereof or (2) the proceeds of such disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually purchased within 270 days thereof); and (cc) Dispositions set forth on Schedule 1.01(b) hereto. For the avoidance of doubt, the unwinding of Swap Contracts shall not be deemed to constitute an Asset Sale. “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 substantially in the form of Exhibit D-1, or otherwise in form and substance reasonably acceptable to the Administrative Agent. “Auction” has the meaning specified in the definition of “Dutch Auction.” “Auction Amount” has the meaning specified in clause (a) of the definition of “Dutch Auction.” “Auction Notice” has the meaning specified in clause (a) of the definition of “Dutch Auction.” “Available Incremental Amount” has the meaning specified in Section 2.14(a). 10 “Available Tenor” shall mean, as of any date of determination and with respect to the then- current Benchmark, as applicable, (x) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date. “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. “Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). “Bankruptcy Code” means Title 11 of the United States Code, entitled “Bankruptcy”, as amended from time to time. “Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate on such day plus 1/2 of 1%, (b) the Prime Lending Rate on such day and (c) Term SOFR published on such day (or if such day is not a Business Day the immediately preceding Business Day) for an Interest Period of one (1) month plus 1% per annum. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Rate for any reason, the Base Rate shall be determined without regard to clause (a) above until the circumstances giving rise to such inability no longer exist. “Base Rate Loan” means a Loan that bears interest based on the Base Rate. “Basket” means any “basket”, amount, threshold, exception or value (including by reference to the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, the Consolidated Interest Coverage Ratio, Consolidated EBITDA or Consolidated Net Tangible Assets) permitted or prescribed with respect to any Lien, Indebtedness, Asset Sale (or other disposition or other sale of property or assets), Investment, Restricted Payment, Affiliate Transaction or any other transaction or action under any provision in this Agreement or any other Loan Document. “Benchmark” shall mean, initially, with respect to the 20242026 Term B-2 Loans, Term SOFR; provided that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 1.09(a). “Benchmark Replacement” means with respect to any Benchmark Transition Event for any Available Tenor, the sum of (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement Benchmark giving due consideration to any evolving or then- prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment; provided that if the Benchmark Replacement as so 11 determined above would be less than 0.750.00%, the Benchmark Replacement will be deemed to be 0.750.00% for the purposes of this Agreement and the other Loan Documents. Any Benchmark Replacement shall be applied in a manner consistent with market practices; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Benchmark Replacement shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower. “Benchmark Replacement Adjustment” means, solely for the purposes of clause (y) of the definition of “Benchmark Replacement” 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 at such time. “Benchmark Replacement Conforming Changes” means, with respect to 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 “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides, in consultation with the Borrower, may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the 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, in consultation with the Borrower, that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent, in consultation with the Borrower, decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents). “Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark: (a) in the case of clause (y)(a) or (y)(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 (y)(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 (y)(c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date. 12 For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (y)(a) or (y)(b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof). “Benchmark Transition Event” means 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). “Beneficial Ownership Certification” means a certification regarding individual beneficial ownership solely to the extent required by Beneficial Ownership Regulation. “Beneficial Ownership Regulation” means 31 C.F.R. §1010.230, as amended. “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. “Board of Directors” means as to any Person, the board of directors, board of managers, sole member or managing member or other governing body of such Person, or if such Person is owned or

 13 managed by a single entity or a general partner, the board of directors, board of managers, sole member or managing member or other governing body of such entity or general partner, or in each case, any duly authorized committee thereof, and the term “directors” means members of the Board of Directors. “Borrower” has the meaning specified in the introductory paragraph to this Agreement. “Borrower Materials” has the meaning specified in Section 6.02. “Borrowing” means a Term Borrowing. “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of the State of New York, or are in fact closed in, New York City “Capital Stock” means: (1) in the case of a corporation or company, corporate stock or share capital; (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person (it being understood and agreed, for the avoidance of doubt, that “cash-settled phantom appreciation programs” in connection with employee benefits that do not require a dividend or distribution shall not constitute Capital Stock). “Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal, or mixed) by that Person as lessee that, in conformity with GAAP, is, or is required to be, accounted for as a finance lease on the balance sheet of that Person. “Capitalized Lease Obligation” means at the time any determination thereof is to be made, the amount of the liability in respect of a Capital Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP. For the avoidance of doubt, “Capitalized Lease Obligations” shall not include Non-Financing Lease Obligations. “Captive Insurance Subsidiary” means any Subsidiary of the Borrower that is subject to regulation as an insurance company (or any Subsidiary thereof). “Cash-Capped Incremental Facility” has the meaning specified in Section 2.14(a). “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, as collateral for obligations of Lenders to fund participations in respect thereof, cash, Cash Equivalents (if reasonably acceptable to the Administrative Agent) or deposit account balances or, if the Administrative Agent benefiting from such collateral shall agree in its sole discretion, other credit support pursuant to documentation in form and substance 14 reasonably satisfactory to the Administrative Agent. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. “Cash Equivalents” means: (1) Dollars, Canadian Dollars, Pounds Sterling, Euro, Japanese Yen, the national currency of any Participating Member State of the European Union and, with respect to any Foreign Subsidiaries, other currencies held by such Foreign Subsidiary in the ordinary course of business; (2) securities issued or directly guaranteed or insured by the government of the United States, the United Kingdom, or any country that is a member of the European Union or any agency or instrumentality thereof in each case with maturities not exceeding two (2) years from the date of acquisition; (3) money market deposits, certificates of deposit, time deposits and eurodollar time deposits with maturities of two (2) years or less from the date of acquisition, bankers’ acceptances, in each case with maturities not exceeding two (2) years, and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $250,000,000 in the case of domestic banks or $100,000,000 (or the dollar equivalent thereof) in the case of foreign banks; (4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above and clause (6) below entered into with any financial institution or securities dealers of recognized national standing meeting the qualifications specified in clause (3) above; (5) commercial paper or variable or fixed rate notes issued by a corporation or other Person (other than an Affiliate of the Borrower) rated at least “A-2” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within two (2) years after the date of acquisition; (6) readily marketable direct obligations issued by any state, commonwealth or territory of the United States of America or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two (2) years from the date of acquisition; (7) Indebtedness issued by Persons (other than the Sponsor) with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two (2) (years from the date of acquisition, and marketable short-term money market and similar securities having a rating of at least “A-2” or “P-2” from either S&P or Moody’s (or reasonably equivalent ratings of another internationally recognized ratings agency); (8) investment funds investing at least 95% of their assets in investments of the types described in clauses (1) through (7) above and (9) and (10) below; (9) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or reasonably equivalent ratings of another internationally recognized ratings agency); and 15 (10) in the case of investments by any Foreign Subsidiary or investments made in a country outside the United States of America, other investments of comparable tenor and credit quality to those described in the foregoing clauses (1) through (9) customarily utilized in the countries where such Foreign Subsidiary is located or in which such investment is made. In the case of Investments by any Foreign Subsidiary, the term “Cash Equivalents” shall also include (x) Investments of the type and maturity described in clauses (1) through (10) above of foreign obligors, which Investments or obligors (or the parent companies thereof) have the ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (y) other short-term Investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in Investments that are analogous to the Investments described in clauses (1) through (10) above and in this paragraph. “Cash Management Agreement” means any agreement or arrangement to provide Cash Management Services to the Borrower or any Restricted Subsidiary. “Cash Management Bank” means any Person party to a Cash Management Agreement that is (x) a Lender or an Agent or an Affiliate of a Lender or an Agent or (y) any other Person designated by the Borrower, in each case, in its capacity as a party to such Cash Management Agreement; provided that, in the case of clause (y) of this definition, such other Person has delivered to the Collateral Agent a written notice (1) appointing the Collateral Agent as its agent under the applicable Loan Documents and (2) agreeing to be bound by Article IX and Sections 10.05, 10.15 and 10.17 as if such Person were a Lender; provided that no Cash Management Bank shall have any rights in connection with the terms of the Loan Documents or management or release of Collateral or the obligations of any Loan Party under the Loan Documents, other than in its capacity as an Agent or a Lender. “Cash Management Services” means any of the following: automated clearing house transactions, treasury and/or cash management services, including, without limitation, treasury, depository, overdraft, credit, purchasing or debit card, non-card e-payable services, electronic funds transfer, treasury management services (including controlled disbursement services, overdraft automatic clearing house fund transfer services, return items and interstate depository network services), cash pooling arrangements, other demand deposit or operating account relationships, foreign exchange facilities, credit card processing services and merchant services. “Casualty Event” means any event that gives rise to the receipt by the Borrower or any Loan Party of any casualty insurance proceeds or condemnation awards or that gives rise to a taking by a Governmental Authority in respect of any equipment, fixed assets or real property (including any improvements thereon), in each case, not constituting ABL Priority Collateral, to replace, restore or repair, or compensate for the loss of, such equipment, fixed assets or real property. “Change of Control” means, and will be deemed to have occurred if, at any time after the consummation of the Acquisition: (a) at any time, Holdings ceases to own, directly or indirectly, beneficially or of record, 100% of the issued and outstanding Equity Interests of the Borrower; (b) at any time prior to the consummation of a Qualified IPO, the Permitted Holders, taken together, shall cease to beneficially own (within the meaning of Rule 13d-5 under the Exchange Act), directly or indirectly, at least a majority of the Voting Stock of Holdings (determined on a fully diluted basis); 16 (c) at any time after the consummation of a Qualified IPO, any person or “group” (within the meaning of Rule 13d-5 under the Exchange Act, but excluding any employee benefit plan of such person and its subsidiaries and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than the Permitted Holders, acquires beneficial ownership (within the meaning of Rule 13d-5 under the Exchange Act) of Voting Stock of Holdings representing both (i) more than 35% of the aggregate ordinary voting power for the election of directors of Holdings and (ii) more than the percentage of the aggregate ordinary voting power for the election of directors of Holdings that is at the time beneficially owned (within the meaning of Rule 13d-5 under the Exchange Act), directly or indirectly, by the Permitted Holders, taken together, unless, in the case of clause (b) above or this clause (c) of this definition of “Change of Control”, the Permitted Holders have, at such time, the right or the ability by voting power, contract, or otherwise to elect or designate for election at least a majority of the board of directors (or analogous governing body) of Holding s; or (d) a “change of control” occurs under the ABL Loan Documents or the Pari Passu Loan Documents; provided that notwithstanding anything to the contrary in this definition or any provision of the Exchange Act, (A) if any group includes one or more Permitted Holders, the issued and outstanding Capital Stock of Holdings directly or indirectly owned by Permitted Holders that are part of such group shall not be treated as being beneficially owned by such group or any other member of such group for purposes of this definition, (B) a Person or group shall be deemed not to beneficially own securities subject to an equity or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the securities in connection with the transactions contemplated by such agreement and (C) a Person or group will be deemed not to beneficially own the Capital Stock of another Person as a result of its ownership of Capital Stock or other securities of such other Person’s parent (or related contractual rights) unless it owns 50% or more of the Voting Stock of such Person’s parent. “Closing Date” means December 6, 2021. “Code” means the U.S. Internal Revenue Code of 1986, as amended. “Collateral” means all of the “Collateral” (or similar term) referred to in the Collateral Documents and all of the other property and assets that are or are required under the terms of the Collateral Documents to be subject to Liens in favor of the Collateral Agent for the benefit of the Secured Parties. “Collateral Agent” means RBC, acting through such of its Affiliates or branches as it may designate, in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent permitted by the terms hereof. “Collateral Documents” means, collectively, the Security Agreement, the Intellectual Property Security Agreement, the Mortgages (if any), each of the mortgages, control agreements, collateral assignments, Security Agreement Supplements, Intellectual Property Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Collateral Agent pursuant to Section 6.12, Section 6.14 or Section 6.16, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties. “Commitment” means a Term Commitment.

 17 “Committed Loan Notice” means a notice of (a) a Term Borrowing, (b) a conversion of Loans from one Type to the other or (c) a continuation of SOFR Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A, or otherwise in form and substance reasonably acceptable to the Administrative Agent. “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et. seq.), as amended from time to time, and any successor statute. “Company Competitor” means any Person that competes with the business of Holdings, the Borrower and their respective Subsidiaries from time to time. “Compliance Certificate” means a certificate substantially in the form of Exhibit C or such other form as may be agreed between the Borrower and the Administrative Agent. “Consenting Lender” has the meaning assigned to such term in the FifthSixth Amendment. “Consolidated Cash Interest Expense” means, with respect to any Person on a consolidated basis for any period, Consolidated Interest Expense referred to in clause (a) of the definition thereof (less interest income of such Person and its Restricted Subsidiaries received in cash during such period) of such Person payable in cash during such period and excluding, for the avoidance of doubt, (i) any non-cash interest expense and any capitalized interest, whether paid or accrued, (ii) the amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (iii) amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses (including agency costs, amendment, consent or other front end, one-off or similar non-recurring fees), (iv) any expenses resulting from discounting of indebtedness in connection with the application of recapitalization accounting or purchase accounting, (v) penalties or interest related to taxes and any other amounts of non-cash interest resulting from the effects of acquisition method accounting or pushdown accounting, (vi) the accretion or accrual of, or accrued interest on, discounted liabilities (other than Indebtedness) during such period, (vii) non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations under Swap Contracts pursuant to FASB ASC 815 (or any similar accounting principle), (viii) any one- time cash costs associated with breakage in respect of Swap Contracts for interest rates, (ix) any payments with respect to make whole premiums, commissions or other breakage costs of any Indebtedness, (x) all non-recurring interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations, all as calculated on a consolidated basis in accordance with GAAP, (xi) expensing of bridge, arrangement, structuring, commitment, fronting or other financing fees, (xii) any interest, expense or other fees or charges incurred with respect to any Excluded Indebtedness and (xiii) any lease, rental or other expense in connection with any Non-Finance Lease Obligation. For purposes of this definition, cash interest on Capitalized Lease Obligations will be deemed to accrue at the interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligations in accordance with GAAP. “Consolidated Current Assets” means, with respect to any Person on a consolidated basis, all assets of such Person and its Restricted Subsidiaries on a consolidated basis that, in accordance with GAAP, would be classified as current assets on the balance sheet of a company conducting a business the same as or similar to that of such Person and its Restricted Subsidiaries on a consolidated basis, after deducting appropriate and adequate reserves therefrom in each case in which a reserve is proper in accordance with GAAP, but excluding (i) cash, (ii) Cash Equivalents, (iii) Swap Contracts to the extent that the mark-to-market Swap Termination Value would be reflected as an asset on the consolidated balance sheet of such Person, (iv) deferred financing fees, (v) amounts related to current or deferred taxes (but excluding assets held for sale, loans (permitted) to third parties, pension assets, deferred bank fees and derivative financial instruments) (so long as the items described in clauses (iv) and (v) are non-cash 18 items) and (vi) in the event that a Qualified Receivables Financing is accounted for off balance sheet, (x) gross accounts receivable comprising part of the receivables and other related assets subject to such Qualified Receivables Financing minus (y) collection by such Person against the amounts sold pursuant to clause (x). “Consolidated Current Liabilities” means, with respect to any Person on a consolidated basis, all liabilities in accordance with GAAP that would be classified as current liabilities on the consolidated balance sheet of such Person, but excluding (a) the current portion of Indebtedness (including the Swap Termination Value of any Swap Contracts) to the extent reflected as a liability on the consolidated balance sheet of such Person, (b) the current portion of interest, (c) accruals for current or deferred taxes based on income or profits, (d) accruals of any costs or expenses related to restructuring reserves or severance, (e) deferred revenue, (f) escrow account balances, (g) the current portion of pension liabilities, (h) liabilities in respect of unpaid earn-outs, (i) amounts related to derivative financial instruments and assets held for sale and (j) any letter of credit obligations, swing line loans or revolving loans under any revolving credit facility. “Consolidated EBITDA” means, with respect to any Person on a consolidated basis for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period: (1) increased, in each case (other than with respect to clauses (i), (k), (l), (o), (p), (q) and (s) of this definition) to the extent deducted and not added back or excluded in calculating such Consolidated Net Income (and without duplication), by: (a) provision for taxes based on income, profits or capital, including federal, state, franchise, excise, property and similar taxes and foreign withholding taxes paid or accrued, including any penalties and interest with respect thereto, and state taxes in lieu of business fees (including business license fees) and payroll tax credits, income tax credits and similar credits and including an amount equal to the amount of tax distributions actually made to the holders of Equity Interests of such Person or its Restricted Subsidiaries or any direct or indirect parent of such Person or its Restricted Subsidiaries in respect of such period (in each case, to the extent attributable to the operations of such Person and its Subsidiaries), which shall be included as though such amounts had been paid as income taxes directly by such Person or its Restricted Subsidiaries; plus (b) total interest expense and, to the extent not reflected in such total interest expense, any losses on Swap Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such Swap Obligations or such derivative instruments, and bank and letter of credit fees, letter of guarantee and bankers’ acceptance fees and costs of surety bonds in connection with financing activities, together with items excluded from the definition of “Consolidated Interest Expense” pursuant to the definition thereof (other than clause (13) thereof); plus (c) all depreciation and amortization charges and expenses, including amortization or expense recorded for upfront payments related to any contract signing and signing bonus and incentive payments; plus (d) the amount of any minority interest expense consisting of income attributable to minority equity interests of third parties in any Restricted Subsidiary of such Person that is not a Wholly Owned Restricted Subsidiary of such Person; plus 19 (e) the amount of (i) management, monitoring, consulting, transaction and advisory fees (including termination fees) and related indemnities, charges and expenses paid or accrued to or on behalf of any direct or indirect parent of the Borrower or any of the Permitted Holders, in each case, to the extent permitted by Section 6.18 and (ii) fees, expenses and indemnities paid to members of the board of directors of the Borrower or any direct or indirect parent of the Borrower; plus (f) earn-out obligations incurred in connection with any acquisition or other Investment and paid or accrued during the applicable period, including any mark to market adjustments; plus (g) all charges, costs, expenses, accruals or reserves in connection with the rollover, acceleration or payout of equity interests and all losses, charges and expenses related to payments made to holders of options or other derivative equity interests in the common equity of such Person or any direct or indirect parent of such Person in connection with, or as a result of, any distribution being made to equityholders of such Person or any of its direct or indirect parents, which payments are being made to compensate such optionholders as though they were equityholders at the time of, and entitled to share in, such distribution; plus (h) all non-cash losses, charges and expenses, including any write-offs or write-downs, non-cash compensation expenses, non-cash translation losses, changes in reserves for earnouts and similar obligations and non-cash expenses relating to the vesting of warrants; provided that if any such non-cash loss, charge or expense represents an accrual or reserve for potential cash items in any future period, (i) such Person may determine not to add back such non-cash loss, charge or expense in the period for which Consolidated EBITDA is being calculated and (ii) to the extent such Person does decide to add back such non-cash loss, charge or expense, the cash payment in respect thereof in such future four-fiscal quarter period will be subtracted from Consolidated EBITDA for such future four-fiscal quarter period; plus (i) (i) all costs and expenses in connection with pre-opening and opening and closure and/or consolidation of facilities that were not already excluded in calculating such Consolidated Net Income and (ii) charges (including branch operating losses) related to any de novo facility, including any construction, pre-opening and start-up period prior to opening, until such facility has been open and operating for a period of 12 consecutive months); plus (j) restructuring charges (including tax restructurings), accruals or reserves and business optimization expense, including any restructuring costs and integration costs incurred in connection with the Transactions and any other acquisitions (including duplicative costs and increased costs in respect of any transition services agreement (including the Transition Arrangements), in each case resulting from the transition of the Target Business to a subsidiary or integrated business of the Borrower, and exit, separation, transition and integration charges, expenses, losses or special items associated with the separation of the Target Business from the consolidated business of the Sellers), start-up costs (including entry into new market/channels and new service offerings), new operation costs, software and other intellectual property development costs, new contract or corporate development costs, costs relating to entering or exiting a market, unused warehouse space costs, costs related to the closure, relocation, shutdown, reconfiguration, pre-opening and opening, expansion and/or consolidation of facilities and offices 20 (including termination costs, moving costs and legal costs) and costs to relocate employees, any employee ramp-up charges or any charges related to underutilized personnel (including duplicative personnel), integration and transaction costs, retention charges, severance, contract termination costs (including costs relating to early termination of rights fee arrangements), recruiting and signing bonuses and expenses, future lease commitments, systems establishment costs, conversion costs and excess pension charges and consulting fees, expenses attributable to the implementation or undertaking of costs savings initiatives, new initiatives, cost rationalization programs, operating expense reductions, synergies and/or similar initiatives or programs (including, without limitation, in connection with any inventory optimization program, any implementation of operational and reporting systems and technology initiatives (including any expense relating to the implementation of enhanced accounting or IT functions or new system designs)), costs associated with tax projects/audits and costs consisting of professional consulting or other fees relating to any of the foregoing; plus (k) Pro Forma Cost Savings; provided that such Pro Forma Cost Savings added back pursuant to clause (B) of the definition thereof (excluding any such Pro Forma Cost Savings that result from mergers and other business combinations, acquisitions, investments, dispositions or other sales of assets, the discontinuance of activities or operations or other specified transactions, restructurings, cost savings initiatives, operating initiatives or operating improvements, in each case, occurring prior to the Closing Date) under this clause (k) in any Test Period, when aggregated with (X) the amount of any increase in Consolidated EBITDA for such Test Period as a result of Pro Forma Revenue Synergies (excluding any such Pro Forma Revenue Synergies that result from actions or initiatives undertaken prior to the Closing Date) added pursuant to clause (s) of the definition of Consolidated EBITDA and (Y) the amount of any increase in Consolidated EBITDA for such Test Period as a result of any “run-rate” cost savings, operating expense reductions and synergies added pursuant to clause (x) of the definition of “Pro Forma Basis” (excluding any such “run-rate” cost savings, operating expense reductions and synergies that either (A) are related to the Transactions or (B) result from, or are related to, mergers and other business combinations, acquisitions, Investments, dispositions or other sales of assets, the discontinuance of activities or operations or other specified transactions, operating improvements or purchasing improvements and other initiatives, in each case under this sub-clause (B), occurring prior to the Closing Date), shall not exceed an aggregate amount equal to 30.0% of Consolidated EBITDA of the Borrower (calculated after giving effect to all add-backs and adjustments (including all add-backs and adjustments subject to this cap)); plus (l) amounts included on Schedule 1.01(a), attached hereto, to the extent such amounts, or amounts of similar type and nature to those listed on Schedule 1.01(a), without duplication, continue to be applicable during such period; plus (m) the amount of loss or discount on sale of receivables and related assets in connection with a Receivables Financing or factoring transaction; plus (n) with respect to any joint venture that is not a Restricted Subsidiary, an amount equal to the proportion of those items described in clauses (a), (b) and (c) above relating to such joint venture corresponding to such Person’s and the Restricted Subsidiaries’ proportionate share of such joint venture’s Consolidated Net Income (determined as if such joint venture were a Restricted Subsidiary) solely to the extent Consolidated Net Income was reduced thereby; plus

 21 (o) adjustments calculated in accordance with Regulation S-X; plus (p) adjustments (w) evidenced by, contained in, or of the type contained in, the quality of earnings report with respect to the Transactions prepared by CDS, dated August 31, 2021, (x) identified or set forth in any quality of earnings report in connection with any acquisition or other Permitted Investment conducted by financial advisors (which financial advisors are (A) nationally recognized or (B) reasonably acceptable to the Administrative Agent (it being understood that the “Big Four” accounting firms are acceptable) and retained by the Borrower, (y) identified or set forth in the Public Lender Presentation, dated October 2021, made available in connection with the initial syndication of the Initial Term Loan or (z) approved by the Administrative Agent; plus (q) add backs and adjustments contained in, or of the type contained in, the Financial Model (including, for the avoidance of doubt, add backs and adjustments of the same type in future periods); plus (r) [reserved], plus (s) Pro Forma Revenue Synergies; provided that such Pro Forma Revenue Synergies (excluding any such Pro Forma Revenue Synergies that result from actions or initiatives undertaken prior to the Closing Date) added pursuant to this clause (s) in any Test Period, when aggregated with (X) the amount of any increase in Consolidated EBITDA for such Test Period as a result of Pro Forma Cost Savings pursuant to clause (B) of the definition thereof (excluding any such Pro Forma Cost Savings that result from mergers and other business combinations, acquisitions, investments, dispositions or other sales of assets, the discontinuance of activities or operations or other specified transactions, restructurings, cost savings initiatives, operating initiatives or operating improvements, in each case, occurring prior to the Closing Date) added back under clause (k) of the definition of Consolidated EBITDA for such Test Period and (Y) the amount of any increase in Consolidated EBITDA for such Test Period as a result of any “run-rate” cost savings, operating expense reductions and synergies added pursuant to clause (x) of the definition of “Pro Forma Basis” (excluding any such “run-rate” cost savings, operating expense reductions and synergies that either (A) are related to the Transactions or (B) result from, or are related to, mergers and other business combinations, acquisitions, Investments, dispositions or other sales of assets, the discontinuance of activities or operations or other specified transactions, operating improvements or purchasing improvements and other initiatives, in each case under this sub-clause (B), occurring prior to the Closing Date), shall not exceed an aggregate amount equal to 30.0% of Consolidated EBITDA of the Borrower (calculated after giving effect to all add-backs and adjustments (including all add-backs and adjustments subject to this cap)); plus (t) the amount of any costs or expenses incurred on or prior to the Closing Date that are allocated to the Target Business (or otherwise to the Borrower and its Restricted Subsidiaries) in connection with corporate allocations made between the Borrower and its Subsidiaries, on the one hand, and the businesses of the Seller Entities (as defined in the Purchase Agreement) and their Affiliates (other than the Target Business, the Borrower and its Restricted Subsidiaries) (prior to giving effect to the Acquisition) (the “Post-Contribution Seller Business”), on the other hand, in each case, to the extent in excess of the costs or expenses incurred by the Target Business on a 22 “carveout” basis (after giving effect to the Acquisition and separation of the Target Business from the Pre-Contribution Seller Business); plus (u) exit, separation, transition and stand-alone charges, expenses or losses associated with the separation of the Target Business from the consolidated business of the Seller Entities and their Affiliates (after giving effect to the Acquisition) (the “Pre- Contribution Seller Business”); (2) decreased (without duplication and to the extent increasing such Consolidated Net Income for such period) by (i) non-cash gains or income, excluding any non-cash gains that represent the reversal of any accrual of, or cash reserve for, anticipat…