TIC Solutions, Inc.

EX-10.1 · ticsolutions-thirdamendmen.htm

EX-10.1
 2
 ticsolutions-thirdamendmen.htm
 EX-10.1

 Execution Version

 THIRD AMENDMENT TO CREDIT AGREEMENT
 This THIRD AMENDMENT TO CREDIT AGREEMENT (this “ Agreement ”), is entered into as of June 2, 2026, by and among ACUREN DELAWARE HOLDCO, INC., a Delaware corporation (the “ Initial Borrower ”), ACUREN HOLDINGS, INC., a Delaware corporation (“ Acuren ” and together with the Initial Borrower, the “ Borrowers ”), TIC SOLUTIONS, INC., a Delaware corporation (“ Holdings ”), the other Loan Parties party hereto, the Refinancing Term Loan Lenders (as defined below) party hereto, the Revolving Credit Lenders party hereto, the L/C Issuers party hereto and JEFFERIES FINANCE LLC, as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement or the Amended Credit Agreement, as applicable (each as defined below).
 W I T N E S S E T H :
 WHEREAS, the Borrowers, Holdings, the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent are parties to that certain Credit Agreement, dated as of July 30, 2024 (as amended by that certain First Amendment to Credit Agreement, dated as of January 31, 2025, by that certain Second Amendment to Credit Agreement, dated as of August 4, 2025, the “ Credit Agreement ” and, as amended on the Amendment No. 3 Effective Date (as defined below) by the Amendments (as defined below), the “ Amended Credit Agreement ”) pursuant to which the Term Loan Lenders party to the Credit Agreement immediately prior to giving effect to this Agreement (collectively, the “ Existing Term Loan Lenders ”) have previously made Amendment No. 1 Term Loans and Amendment No. 2 Term Loans to the Borrowers (the “ Existing Term Loans ”);
 WHEREAS, Sections 2.14(a), 11.01 and 11.15 of the Credit Agreement permit an amendment with the written consent of Holdings and the Required Lenders providing the relevant Refinancing Incremental Term Loans (the “ Refinancing Term Loan Lenders ”) to permit the refinancing of all Existing Term Loans of any Class with Refinancing Term Loans thereunder and to replace any Existing Term Loan Lenders that are Non-Consenting Lenders; Section 11.01 of the Credit Agreement further permits an amendment with the written consent of the Required Lenders and L/C Issuers for

 US-DOCS\171994918.8

 amendments affecting the rights or duties of the L/C Issuers, and permits an increase in the Commitment of any Lender with the written consent of such Lender;
         WHEREAS, the Borrowers desire pursuant to Section 11.01 of the Credit Agreement, to (i) create a new Class of Amendment No. 3 Term Loans (as defined in the Amended Credit Agreement) under the Credit Agreement having identical terms with and having the same rights and obligations under the Loan Documents as, and in the same aggregate principal amount as, the Existing Term Loans, as set forth in the Credit Agreement and Loan Documents, except as such terms are amended hereby; and (ii) increase the Letter of Credit Sublimit to $50,000,000 and allocate the Letter of Credit Commitment among the Revolving Credit Lenders in the amounts set forth on Schedule I hereto;

         WHEREAS, each Refinancing Term Loan Lender that executes and delivers a consent substantially in the form of Exhibit A hereto (a “ Consent ”) to exchange all (or such lesser amount allocated to it by the Amendment No. 3 Arrangers (as defined below)) of its Existing Term Loans for Amendment No. 3 Term Loans upon effectiveness of this Agreement and thereafter becomes an Amendment No. 3 Term Lender (as defined in the Amended Credit Agreement) shall be deemed to have consented to this Agreement;

 WHEREAS, each Person that executes and delivers a joinder to this Agreement substantially in the form of Exhibit B hereto (a “ Joinder ”) as an Additional Amendment No. 3 Term Lender will make Amendment No. 3 Term Loans in the amount set forth on the signature page of such Person’s Joinder on the effective date of this Agreement to the Borrowers, the proceeds of which will be used by the Borrowers to repay in full the outstanding principal amount of Existing Term Loans held by Non-Consenting Lenders;
 WHEREAS, Jefferies Finance LLC, Citibank, N.A., UBS Securities LLC, BofA Securities, Inc. and Natixis, New York Branch are the joint lead arrangers and the joint bookrunners for this Agreement and the Amendment No. 3 Term Loans (the “ Amendment No. 3 Arrangers ”); and
 WHEREAS, on the Amendment No. 3 Effective Date, substantially concurrently with, but immediately following, the incurrence of the Amendment No. 3 Term Loans and the prepayment and/or cashless rollover of the Existing Term Loans, the Borrowers desire to make certain other amendments

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 to the Credit Agreement in accordance with Section 11.01 of the Credit Agreement as further set forth herein;
 NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged by each party hereto, it is agreed:
 I. Amendments to Credit Agreement . Effective on the Amendment No. 3 Effective Date, the Credit Agreement is hereby 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 attached as Annex A hereto (such amendments to the Credit Agreement, the “ Amendments ”).
 II. Conditions to the Amendment No. 3 Effective Date . This Agreement shall become effective on the first date (the “ Amendment No. 3 Effective Date ”) upon the satisfaction of the following conditions:
 A. Agreement and Other Loan Documents . The Administrative Agent shall have received a counterpart of (1) this Agreement, executed by each Borrower, each other Loan Party, the Administrative Agent, the Refinancing Term Loan Lenders, Revolving Credit Lenders, L/C Issuers and all Term Loan Lenders as of the Amendment No. 3 Effective Date after giving effect to the incurrence of the Amendment No. 3 Term Loans and the prepayment of the Existing Term Loans and (2) a Notice of Borrowing with respect to the Amendment No. 3 Term Loans, executed by the Borrowers.
 B. Secretary’s Certificates; Certified Certificate of Incorporation; Good Standing Certificates . The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, continuation, amalgamation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party, (iii) the accuracy of the by laws or operating, management, partnership, shareholders or

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 similar agreement of each such Loan Party previously delivered in connection with the Existing Credit Agreement, and that such documents or agreements have not been amended except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date, (iv) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (v) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party).
 C. Fees and Expenses . The Administrative Agent shall have received (i) all fees that Acuren has agreed in writing to pay on the Amendment No. 3 Effective Date and (ii) all expenses (to the extent invoiced at least three (3) Business Days prior to the Amendment No. 3 Effective Date (except as otherwise reasonably agreed by Acuren)) required to be paid by Acuren on the Amendment No. 3 Effective Date pursuant to Section 11.04 of the Credit Agreement.
 D. Representations and Warranties . (i) Each of the representations and warranties of the Loan Parties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the Amendment No. 3 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (ii) immediately after the consummation of the transactions contemplated hereby, Holdings and its Subsidiaries, on a consolidated basis, are Solvent; 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.
 E. No Default . As of the Amendment No. 3 Effective Date and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing.
 F. USA Patriot Act, etc. The Administrative Agent, Refinancing Term Loan Lenders and Revolving Lenders shall have received, at least three (3) Business Days prior to the Amendment No. 3 Effective Date, to the extent reasonably requested at least five (5) Business Days prior to

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 the Amendment No. 3 Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, with respect to the Loan Parties.
 G. Beneficial Ownership Certification . To the extent a Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, no later than three (3) Business Days prior to the Amendment No. 3 Effective Date, to the extent reasonably requested at least five (5) Business Days prior to the Amendment No. 3 Effective Date, the Administrative Agent shall have received (a) an updated Beneficial Ownership Certification in relation to such Borrower or (b) confirmation that the Beneficial Ownership Certification most recently delivered to the Administrative Agent by such Borrower is true and correct as of the Amendment No. 3 Effective Date.
 H. Accrued Interest . The Administrative Agent shall have received, on behalf of the Existing Term Loan Lenders, all accrued and unpaid interest on the Existing Term Loans outstanding on the Amendment No. 3 Effective Date.
 I. Joinder . The Administrative Agent shall have received the executed counterparts of the Joinder executed by the Borrowers and the Additional Amendment No. 3 Term Lender such that the aggregate principal amount of the Amendment No. 3 Term Loans made by Refinancing Term Loan Lenders delivering Consents plus the aggregate principal amount of the Additional Amendment No. 3 Term Commitments (as defined in the Joinder) shall equal the aggregate principal amount of the Existing Term Loans immediately prior to the effectiveness of this Agreement.
 III. Miscellaneous .
 A. Reaffirmation and Confirmation.
 1. The Borrowers and each of the other Loan Parties hereby (i) acknowledges and reaffirms the obligations of the Loan Parties as set forth in the Collateral Documents and (ii) agrees that each Loan Party shall continue to be bound by, and be subject to, all of the terms, provisions, conditions, covenants, agreements and

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 obligations applicable to it as set forth in the Collateral Documents, which remains in full force and effect.
 2. The Borrowers and each of the other Loan Parties hereby (i) acknowledges, confirms and agrees that each Collateral Document (A) remains in full force and effect as security for the Obligations (including the Amendment No. 3 Term Loans), (B) is the valid and binding obligation of such Loan Party, and (C) is not subject to offset, deduction, defense or claim against the Administrative Agent, the Collateral Agent or any Lender and (ii) confirms, ratifies and reaffirms that the security interest granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the Pledge and Security Agreement, in all of its right, title, and interest in all then existing and thereafter acquired or arising Collateral described therein, in order to secure prompt payment and performance of the Obligations (including the Amendment No. 3 Term Loans), is continuing and is and shall remain unimpaired and continue to constitute a priority security interest (subject only to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Secured Parties, with the same force, effect and priority in effect both immediately prior to and after entering into this Agreement. Furthermore, in the case of any Guarantor, its guaranty, as and to the extent provided pursuant to Article IV of the Credit Agreement, shall continue in full force and effect in respect of the Obligations (including the Amendment No. 3 Term Loans) under the Amended Credit Agreement and the other Loan Documents.
 3. The Borrowers and each of the other Loan Parties hereby agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects. This Agreement does not and shall not affect any of the Obligations (including the Amendment No. 3 Term Loans) of the Loan Parties under or arising from the Credit Agreement or any other Loan Document, all of which Obligations shall remain in full force and effect. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender, nor constitute a waiver or

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 novation of any provision of the Credit Agreement or any other Loan Document, except in each case as expressly set forth herein.
 B. Loan Document . From and after the Amendment No. 3 Effective Date, this Agreement shall be deemed to be a “Loan Document” under the Amended Credit Agreement.
 C. Prepayment Notice . This Agreement shall constitute a notice of prepayment with respect to the Existing Term Loans and shall be deemed to have been made in accordance with Section 2.05(a)(i) of the Credit Agreement.
 D. General Terms . Except as specifically amended herein, directly or by reference, all of the terms and conditions set forth in each Loan Document are confirmed and ratified, and shall remain as originally written. THIS AGREEMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW . Sections 11.16(b), (c) and 11.18 and 11.23 of the Credit Agreement are hereby incorporated herein mutatis mutandis . The Credit Agreement and all other Loan Documents shall remain in full force and effect, as amended from time to time and as modified by this Agreement. Except as expressly set forth herein, nothing herein shall affect or impair any rights and powers which the Loan Parties, the Lenders or the Administrative Agent may have under the Credit Agreement and any and all other Loan Documents.
 E. No Effect . The parties hereto agree that this Agreement shall in no manner affect or impair the liens and security interests evidenced by the Credit Agreement and/or any other instruments evidencing, securing or related to the Obligations.
 F. Counterparts; Electronic Signatures . This Agreement may be executed in counterparts and all such counterparts shall constitute one agreement binding on all the parties, notwithstanding that the parties are not signatories to the same counterpart. Any signature to this Agreement may be delivered by facsimile, electronic mail (including .pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other

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 transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law and all such facsimile or other electronic signatures shall have the same force and effect as manual signatures delivered in person. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Agreement. Each of the parties represents and warrants to the other party that it has the corporate capacity and authority to execute this Agreement through electronic means and there are no restrictions for doing so in that party’s constitutive documents.
 G. Post-Closing Obligation . Within 2 days following the Amendment No. 3 Effective Date (or such date may be extended by the Administrative Agent in its reasonable discretion), the Administrative Agent (or its counsel) shall have received good standing (or equivalent) certificates as of a recent date for NV5 Consultants, Inc. and NV5 Planning & Design, Inc., from the relevant authority of their respective jurisdiction of organization.
 * * *

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 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first above written.
 BORROWERS:
 ACUREN HOLDINGS, INC.

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 ACUREN DELAWARE HOLDCO, INC.

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 HOLDINGS:
 TIC SOLUTIONS, INC.

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 [Signature Page to Third Amendment to Credit Agreement]

 SUBSIDIARY GUARANTORS:

 ACUREN INTERMEDIATE HOLDINGS, INC., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 TIC SOLUTIONS SERVICE CORPORATION, as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 ACUREN INSPECTION, INC., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 ECHO NDE USA, INC., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 [Signature Page to Third Amendment to Credit Agreement]

 TEI ANALYTICAL SERVICES, INC., as a Guarantor

 By: /s/ Frank Noble
 Name:    Frank Noble

 Title:    Vice President

 TIC SOLUTIONS CANADA HOLDINGS LIMITED, as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 TIC SOLUTIONS CANADA INC., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 BAKOSNDT LTD., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 [Signature Page to Third Amendment to Credit Agreement]

 ECHO NDE INC., as a Guarantor

 By: /s/ Josh Moir
 Name:    Josh Moir

 Title:    President

 ACUREN INC., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 ACUREN GROUP INC., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 ACUREN INDUSTRIAL HOLDINGS INC., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 [Signature Page to Third Amendment to Credit Agreement]

 ACUREN WIND CANADA INC., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 ECLIPSE SCIENTIFIC PRODUCTS INC., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 TACTEN INDUSTRIAL INC., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 TIC SOLUTIONS CANADA SHARED SERVICES INC., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 [Signature Page to Third Amendment to Credit Agreement]

 NV5 GLOBAL, INC., as a Guarantor

 By:/s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 OPTIMAL ENERGY, LLC, as a Guarantor

 By:/s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer, Treasurer

 BOCK & CLARK CORPORATION, as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 CONTINENTAL MAPPING ACQUISITION, as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 [Signature Page to Third Amendment to Credit Agreement]

 AXIM GEOSPATIAL, LLC, as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 GEOSPATIAL HOLDINGS INC., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Vice President, Treasurer

 ENERGENZ, L.L.C., as a Guarantor

 By: /s/ Ben Heraud
 Name:    Ben Heraud

 Title:    Manager

 TSG SOLUTIONS, INC., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 NV5 HOLDINGS, LLC, as a Guarantor

 By:/s/ Alexander Hockman
 Name:    Alexander Hockman

 Title:    Chief Operating Officer, President, Director

 [Signature Page to Third Amendment to Credit Agreement]

 NV5, INC., a Delaware corporation, as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 NV5, LLC, as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Treasurer

 GEODYNAMICS, LLC, as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 DADE MOELLER & ASSOCIATES, INC., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer, Treasurer

 NV5 ENGINEERS AND CONSULTANTS, INC., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 [Signature Page to Third Amendment to Credit Agreement]

 HANNA ENGINEERING, INC., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 NV5 INC., a California corporation, as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 NV5 ENVIRONMENTAL, INC., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer, Treasurer

 NV5 ENVIRONMENTAL, L.P., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 [Signature Page to Third Amendment to Credit Agreement]

 GROUP DELTA CONSULTANTS, INC., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer, Treasurer

 THE LKR GROUP, INC., as a Guarantor

 By: /s/ Michael Reader
 Name:    Michael Reader

 Title:    Chief Executive Officer

 NV5 CONSULTANTS, INC., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Treasurer

 NV5 PLANNING & DESIGN, INC., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer, Treasurer

 AERO-METRIC HOLDINGS CORP., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Vice President, Co-Treasurer

 [Signature Page to Third Amendment to Credit Agreement]

 NV5 LNG ENGINEERING SERVICES INCORPORATED, as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    VP, Chief Financial Officer, Treasurer

 GEOGRAPHIC INFORMATION SERVICES, INC., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer, Treasurer

 J.B.A. CONSULTING ENGINEERS, INC., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer

 NV5 GEOSPATIAL SOLUTIONS, INC., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer, Treasurer

 [Signature Page to Third Amendment to Credit Agreement]

 NV5, INC., a New Jersey corporation, as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Treasurer

 SOUTHPORT ENGINEERING ASSOCIATES, INC., as a Guarantor

 By: /s/ Kristin Schultes
 Name:    Kristin Schultes

 Title:    Chief Financial Officer, Treasurer

 QUANTUM SPATIAL CANADA INC., as a Guarantor

 By: /s/ Ben Heraud
 Name:    Ben Heraud

 Title:    Chief Executive Officer

 [Signature Page to Third Amendment to Credit Agreement]

 JEFFERIES FINANCE LLC , as Administrative Agent and as Refinancing Term Loan Lender, Revolving Credit Lender and L/C Issuer

 By: /s/ Peter Cucchiara    
 Name: Peter Cucchiara
Title: Managing Director
 [Signature Page to Third Amendment to Credit Agreement]

 UBS AG, STAMFORD BRANCH , as Revolving Credit Lender
 By: /s/ Muhammad Afzal    
 Name: Muhammad Afzal
Title: Director
 By: /s/ Joselin Fernandes    
 Name: Joselin Fernandes
Title: Director
 NATIXIS, NEW YORK BRANCH , as Revolving Credit Lender
 By: /s/ Jonathan Stone    
 Name: Jonathan Stone
Title: Executive Director
 By: /s/ Ilan Dolgin    
 Name: Ilan Dolgin
Title: Vice President
 CITIBANK, N.A. , as Revolving Credit Lender
 By: /s/ James Oleskewicz    
 Name: James Oleskewicz
Title: Vice President
 BANK OF AMERICA, N.A. , as Revolving Credit Lender
 By: /s/ Timothy J. Waltman    
 Name: Timothy J. Waltman
Title: Senior Vice President

 [Signature Page to Third Amendment to Credit Agreement]

 EXHIBIT A
 CONSENT TO CASHLESS ROLL
 CONSENT TO CASHLESS ROLL (this “ Consent ”) in connection with the Third Amendment (the “ Amendment ”) to that certain Credit Agreement, dated as of July 30, 2024 (as amended, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “ Credit Agreement ”), by and among ACUREN DELAWARE HOLDCO, INC., a Delaware corporation (the “ Initial Borrower ”), ACUREN HOLDINGS, INC., a Delaware corporation (“ Acuren ” together with the Initial Borrower, the Additional Borrowers, and any other Subsidiaries of Holdings from time to time party thereto as borrowers, collectively, the “ Borrowers ”), TIC SOLUTIONS, INC., a Delaware corporation (“ Holdings ”), the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto and JEFFERIES FINANCE LLC, as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Amendment.

 Existing Lenders of Existing Term Loans. The undersigned Term Loan Lender hereby irrevocably and unconditionally consents to the Amendment and (check ONE option):

 Cashless Settlement Option
 ☐    (i) elects to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Term Loan Lender (or such lesser amount allocated to such Term Loan Lender by the Amendment No. 3 Arrangers) into Amendment No. 3 Term Loans in a like principal amount, (ii) represents and warrants to the Administrative Agent that it has the organizational power and authority to execute, deliver and perform its obligations under this Consent and the Amendment (including, without limitation, with respect to any exchange contemplated hereby) and has taken all necessary corporate and other organizational action to authorize the execution, delivery and performance of this Consent and the Amendment, (iii) agrees to accept, as satisfaction in full of its right to receive payment of the principal amount of its Existing Term Loans in the amount equal to such Term Loan Lender’s allocation of new Amendment No. 3 Term Loans, the right to receive for no additional consideration such Term Loan Lender’s allocation of Amendment No. 3 Term Loans in accordance herewith, and (iv) authorizes the Administrative Agent to mark the Register to reflect (a) the Existing Term Loans of each Term Loan Lender in the amount equal to such Term Loan Lender’s allocation of Amendment No. 3 Term Loans as no longer outstanding and (b) that each Term Loan Lender is a Lender under the Credit Agreement upon the occurrence of the Amendment No. 3 Effective Date in respect of its allocation of Amendment No 3 Term Loans.

 Post-Closing Settlement Option
 ☐     (i) elects to have 100% of the outstanding principal amount of the Existing Term Loans held by such Term Loan Lender prepaid on the Amendment No. 3 Effective Date and purchase by assignment (through an entity designated by such Term Loan Lender) the principal amount of Amendment No. 3 Term Loans committed to separately by the undersigned (or such lesser amount allocated to such Term Loan Lender by the Amendment No. 3 Arrangers) and (ii) represents and warrants to the Administrative Agent that it has the organizational power and authority to execute, deliver and perform its obligations under this Consent and the Amendment (including, without limitation, with respect to any exchange contemplated hereby) and has taken all necessary corporate and other organizational action to authorize the execution, delivery and performance of this Consent and the Amendment.

 IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.
 ________________________________________,
as a Lender (type name of the legal entity)
 By:         
 Name:    
 Title:    
 If a second signature is necessary:
 By:         
 Name:    
 Title:

 [Signature Page to Third Amendment to Credit Agreement]

 EXHIBIT B
 JOINDER AGREEMENT
 JOINDER AGREEMENT, dated as of June 2, 2026 (this “ Agreement ”), by and among JEFFERIES FINANCE LLC (the “ Additional Amendment No. 3 Term Lender ”), ACUREN DELAWARE HOLDCO, INC., a Delaware corporation (the “ Initial Borrower ”), ACUREN HOLDINGS, INC., a Delaware corporation (“ Acuren ” and together with the Initial Borrower, the “ Borrowers ”), TIC SOLUTIONS, INC., a Delaware corporation (“ Holdings ”) and JEFFERIES FINANCE LLC (the “ Administrative Agent ”).
 RECITALS:
 WHEREAS, reference is hereby made to the Credit Agreement, dated as of July 30, 2024 (as amended by that certain First Amendment to Credit Agreement, dated as of January 31, 2025, by that certain Second Amendment to Credit Agreement, dated as of August 4, 2025, by that certain Third Amendment to Credit Agreement, dated as of June 2, the “ Credit Agreement ”), by and among the Borrowers, Holdings, the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent. Capitalized terms used but not defined herein having the meaning provided in the Credit Agreement;
 WHEREAS, subject to the terms and conditions of the Credit Agreement, the Borrowers may establish the Additional Amendment No. 3 Term Commitments (the “ Additional Amendment No. 3 Term Commitments ”) with Existing Term Loan Lenders and/or the Additional Amendment No. 3 Term Lender; and
 WHEREAS, subject to the terms and conditions of the Credit Agreement, the Additional Amendment No. 3 Term Lender shall become a Lender pursuant to this Agreement;
 NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

 The Additional Amendment No. 3 Term Lender hereby agrees to provide the Additional Amendment No. 3 Term Commitment in an aggregate principal amount equal to $[ ] in accordance with Section 2.01 of the Credit Agreement. The Additional Amendment No. 3 Term Commitment provided pursuant to this Agreement shall be subject to all of the terms in the Credit Agreement and to the conditions set forth in the Credit Agreement, and shall be entitled to all the benefits afforded by the Credit Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents.
 The Additional Amendment No. 3 Term Lender, the Borrowers and the Administrative Agent acknowledge and agree that the Additional Amendment No. 3 Term Commitments provided pursuant to this Agreement shall constitute Amendment No. 3 Term Commitments for all purposes of the Credit Agreement and the other applicable Loan Documents. The Additional Amendment No. 3 Term Lender hereby agrees to make the Additional Amendment No. 3 Term Loan to the Borrowers in an amount equal to its Additional Amendment No. 3 Term Commitment on the Amendment No. 3 Effective Date in accordance with Section 2.01 of the Credit Agreement.
 The Additional Amendment No. 3 Term Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Amendment No. 3 Arrangers or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.
 Upon (i) the execution of a counterpart of this Agreement by the Additional Amendment No. 3 Term Lender, the Administrative Agent and the Borrowers and (ii) the delivery to the

 Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, the undersigned Additional Amendment No. 3 Term Lender shall become a Lender under the Credit Agreement and shall have the Additional Amendment No. 3 Term Commitment set forth in this Agreement, effective as of the Amendment No. 3 Effective Date.
 For the Additional Amendment No. 3 Term Lender, delivered herewith to the Administrative Agent are such forms, certificates or other evidence with respect to United States federal income tax withholding matters as the Additional Amendment No. 3 Term Lender may be required to deliver to the Administrative Agent pursuant to Section 11.14 of the Credit Agreement.
 This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.
 This Agreement, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.
 THIS AGREEMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW.
 Any provision of this Agreement which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. All rights, remedies and powers provided in this Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable mandatory provisions of law, and all the provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law which may be

 controlling and to be limited to the extent necessary so that they will not render this Agreement invalid or unenforceable.
     This Agreement may be executed in counterparts and all such counterparts shall constitute one agreement binding on all the parties, notwithstanding that the parties are not signatories to the same counterpart. Any signature to this Agreement may be delivered by facsimile, electronic mail (including .pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law and all such facsimile or other electronic signatures shall have the same force and effect as manual signatures delivered in person. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Agreement. Each of the parties represents and warrants to the other party that it has the corporate capacity and authority to execute this Agreement through electronic means and there are no restrictions for doing so in that party’s constitutive documents.    

 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first written above.
 JEFFERIES FINANCE LLC, as Additional Amendment No. 3 Term Lender
 By:         
 Name:    
 Title:    

 ACUREN HOLDINGS, INC.
 By:         
 Name:    
 Title:    

 ACUREN DELAWARE HOLDCO, INC.

 By:     
 Name:
Title:
 TIC SOLUTIONS, INC.
 By:         
 Name:    
 Title:    

 Accepted:

JEFFERIES FINANCE LLC,
as Administrative Agent
 By:         
 Name:
Title:

 Annex A

 CREDIT AGREEMENT
 dated as of July 30, 2024 by and among
 ACUREN DELAWARE HOLDCO, INC.,
 as the Initial Borrower,
 ACUREN HOLDINGS, INC.,
 as a Borrower,
 ACUREN CORPORATIONS TIC SOLUTIONS, INC.,
 as Holdings,
 THE GUARANTORS FROM TIME TO TIME PARTY HERETO,
 THE LENDERS AND L/C ISSUERS FROM TIME TO TIME PARTY HERETO,
 and

 JEFFERIES FINANCE LLC,
 as Administrative Agent and Collateral Agent

 ___________________________
 JEFFERIES FINANCE LLC CITIBANK, N.A. and
 UBS SECURITIES LLC,
 as Joint Lead Arrangers and Joint Bookrunners

 JEFFERIES FINANCE LLC CITIBANK, N.A. and
 UBS SECURITIES LLC,
 as Amendment No. 1 Joint Lead Arrangers and Joint Bookrunners

 JEFFERIES FINANCE LLC
 CITIGROUP GLOBAL MARKETS INC CITIBANK, N.A . UBS SECURITIES LLC
 BOFA SECURITIES, INC. and NATIXIS, NEW YORK BRANCH,
 as Amendment No. 2 Joint Lead Arrangers and Joint Bookrunners

 JEFFERIES FINANCE LLC CITIBANK, N.A.
 UBS SECURITIES LLC BOFA SECURITIES, INC. and
 NATIXIS, NEW YORK BRANCH,
 as Amendment No. 3 Joint Lead Arrangers and Joint Bookrunners

 TABLE OF CONTENTS
 Page
 ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS    1
 1.01 Defined Terms    1
 1.02 Other Interpretive Provisions      68 72
 1.03 Accounting Terms.      69 72
 1.04 Rounding      69 73
 1.05 References to Agreements and Laws      70 73     
 1.06 Times of Day_________________________________________________________ 70 73
 1.07 Letter of Credit Amounts      70 73
 1.08 Conversion of Foreign Currencies.      70 73
 1.09 Divisions      71 74
 1.10 Limited Condition Transactions      71 74
 1.11 Rates.      71 75
 1.12 Quebec Interpretation.      72 75
 ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS      72 76
 2.01    T he Loans.      72 76
 2.02     Borrowings, Conversions and Continuations of Loans.      73 77
 2.03    Letters of Credit.      74 78
 2.04    [Reserved].      83 87
 2.05    Prepayments.      84 87
 2.06    Termination or Reduction of Commitments.      86 90
 2.07    Repayment of Loans.      87 91
 2.08    Interest.      88 92
 2.09    Fees.      88 92
 2.10    Computation of Interest and Fees      89 93
 2.11    Evidence of Indebtedness.      89 93
 2.12    Payments Generally.      90 94
 2.13    Sharing of Payments      92 96
 2.14    Incremental Facilities.      92 96
 2.15    Defaulting Lender.      98 102
 2.16    Extension of Term Loans and Revolving Credit Commitments.      102 106
 2.17    Interest Act (Canada).      105 109
 ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY      106 110
 3.01    Taxes      106 110
 3.02    Illegality      107 111
 3.03    Inability to Determine Rates.      108 112
 3.04    Increased Cost and Reduced Return; Capital Adequacy; Reserves on Loans.      110 114
 3.05    Funding Losses      111 115
 3.06    Matters Applicable to all Requests for Compensation.      112 116
 3.07    Pro Rata Treatment      112 116
 3.08    Survival      112 116

 ARTICLE IV. GUARANTY      112 116
 4.01    The Guaranty.      112 116
 4.02    Obligations Unconditional.      113 117
 4.03    Reinstatement      114 118
 4.04    Certain Additional Waivers      114 118
 4.05    Remedies      114 118
 4.06    Rights of Contribution      114 118
 4.07    Guarantee of Payment; Continuing Guarantee      114 118
 4.08    Keepwell      114 118
 4.09    Guarantee Limitations      115 119
 ARTICLE V. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS      115 119
 5.01    Conditions to Initial Credit Extension      115 119
 5.02    Conditions to all Credit Extensions after the Closing Date      117 121
 ARTICLE VI. REPRESENTATIONS AND WARRANTIES      118 122
 6.01    Existence, Qualification and Power; Compliance with Laws      118 122
 6.02    Authorization; No Contravention      118 122
 6.03    Governmental Authorization; Other Consents      119 123
 6.04    Binding Effect      119 123
 6.05    Financial Statements; No Material Adverse Effect.      119 123
 6.06    Litigation     120 124
 6.07    No Default      120 124
 6.08    Properties.     120 124
 6.09    Environmental Compliance.      121 125
 6.10    Insurance      122 126
 6.11    Taxes      122 126
 6.12    ERISA Compliance.      122 126
 6.13    Subsidiaries; Equity Interests      123 127
 6.14    Margin Regulations; Investment Company Act.      123 127
 6.15    Disclosure.      124 128
 6.16    Compliance with Laws      124 128
 6.17    Intellectual Property; Licenses, Etc      124 128
 6.18    Solvency      124 128
 6.19    Casualty, Etc      125 129
 6.20    Perfection, Etc      125 129
 6.21    Swap Obligations      125 129
 6.22    Labor Matters      125 129
 6.23    OFAC, Anti-Terrorism and Anti-Money Laundering Law and Anti-Corruption
 Laws.      125 129
 6.24    Senior Indebtedness      126 130
 6.25    Canadian Pension Plan Compliance.      126 130
 6.26    Affected Financial Institutions      126 130
 ARTICLE VII. AFFIRMATIVE COVENANTS      127 131
 7.01    Financial Statements      127 131

 7.02    Certificates; Other Information      128 132
 7.03    Notices      129 133
 7.04    Payment of Obligations      130 134
 7.05    Preservation of Existence, Etc.      130 134
 7.06    Maintenance of Properties      130 134
 7.07    Maintenance of Insurance.      130 134
 7.08    Compliance with Laws      131 135
 7.09    Books and Records      131 135
 7.10    Inspection Rights      131 135
 7.11    Use of Proceeds      131 135
 7.12    Additional Guarantees and Collateral.      131 136
 7.13    Compliance with Environmental Laws      135 139
 7.14    Further Assurances      135 139
 7.15    Collateral and Guarantee Limitations      136 140
 7.16    Credit Rating      136 140
 7.17    Post-Closing Matters      136 141
 7.18    OFAC and Anti-Corruption Laws      136 141
 7.19    Lender Calls      137 141
 ARTICLE VIII. NEGATIVE COVENANTS      137 141
 8.01    Liens      137 141
 8.02    Indebtedness      140 145
 8.03    Fundamental Changes      147 151
 8.04    Dispositions      148 152
 8.05    Restricted Payments      150 154
 8.06    Change in Nature of Business      152 156
 8.07    Transactions with Affiliates      152 157
 8.08    Burdensome Agreements      154 158
 8.09    Use of Proceeds      155 159
 8.10    Financial Covenant.      155 160
 8.11    Amendments of Organization Documents and Certain Other Agreements      157 161
 8.12    Accounting Changes      157 161
 8.13    Sale and Leaseback Transactions      157 161
 8.14    No Other “Designated Senior Indebtedness”      157 161
 8.15    Holding Covenant      157 161
 8.16    Canadian Defined Benefit Pension Plans      157 161
 ARTICLE IX. EVENTS OF DEFAULT AND REMEDIES      157 161
 9.01    Events of Default      157 161
 9.02    Remedies Upon Event of Default      160 164
 9.03    Application of Funds      161 165
 ARTICLE X. THE AGENTS AND THE ARRANGERS      162 166
 10.01    Appointment and Authority      162 166
 10.02    Delegation of Duties      163 167
 10.03    Rights as a Lender      163 167
 10.04    Exculpatory Provisions      163 167
 10.05    Reliance by Agents      164 168

 10.06    Non-Reliance on Agents and Other Lenders      164 168
 10.07    Resignation of Agent      164 168
 10.08    Administrative Agent May File Proofs of Claim      165 169
 10.09    Collateral and Guaranty Matters      166 170
 10.10    No Other Duties, Etc      166 171
 10.11    Certain ERISA Matters.      167 171
 10.12    Intercreditor Agreement      168 172
 ARTICLE XI. MISCELLANEOUS      168 172
 11.01    Amendments, Etc      168 172
 11.02    Notices and Other Communications; Facsimile Copies.      170 174
 11.03    No Waiver; Cumulative Remedies      171 176
 11.04    Expenses; Indemnity; Damage Waiver.      172 176
 11.05    Payments Set Aside      174 178
 11.06    Successors and Assigns.      174 178
 11.07    Confidentiality      182 186
 11.08    Setoff      183 187
 11.09    Interest Rate Limitation      183 188
 11.10    Counterparts      183 188
 11.11    Integration      184 188
 11.12    Survival of Representations and Warranties      184 188
 11.13    Severability      184 188
 11.14    Tax Forms.      184 189
 11.15    Replacement of Lenders.      186 190
 11.16    Governing Law.      187 191
 11.17    Binding Effect      188 192
 11.18    Waiver of Right to Trial by Jury      188 192
 11.19    USA PATRIOT Act Notice      188 193
 11.20    Waiver of Notice of Termination      188 193
 11.21    Headings      188 193
 11.22    Joint and Several Obligations      188 193
 11.23    Judgment Currency.      190 194
 11.24    Acknowledgement and Consent to Bail-In of Affected Financial Institutions      190 195
 11.25    Acknowledgement Regarding Any Supported QFCs      191 195
 11.26    Canadian AML Legislation.      192 196
 11.27    No Fiduciary Duty.      193 197

 SCHEDULES
 1.01(c)    Mortgaged Properties 1.01(d)    Existing Investments 1.01(e)    Excluded Subsidiaries 1.01(f)    Subsidiary Guarantors 1.01(g)    Immaterial Subsidiaries
 2.01    Commitments and Pro Rata Shares
 6.06    Litigation
 6.09    Environmental Matters
 1.12 ERISA and Canadian Pension Plans
 1.13 Subsidiaries
 6.17    Intellectual Property Matters
 6.22    Labor Matters
 7.17    Post-Closing Matters 8.01(c)    Existing Liens
 8.02    Existing Indebtedness
 8.04    Certain Dispositions
 11.02    Administrative Agent’s Office, Certain Addresses for Notices EXHIBITS
 A Assignment and Assumption
 B Committed Loan Notice
 C Compliance Certificate
 D Solvency Certificate
 E Perfection Certificate
 F Subsidiary Joinder Agreement G-1    Term Loan Note
 G-2    Revolving Credit Note H    Prepayment Notice

 CREDIT AGREEMENT
 This Credit Agreement is entered into as of July 30, 2024, by and among Acuren Delaware Holdco, Inc. (f/k/a AAL Delaware Holdco, Inc.), a Delaware corporation (the “ Initial Borrower ”), Acuren Holdings, Inc. (f/k/a ASP Acuren Holdings, Inc.), a Delaware corporation (“ Acuren ”; together with the Initial Borrower, the Additional Borrowers, and any other Subsidiaries of Holdings from time to time party hereto as borrowers, collectively, the “ Borrowers ”), Acuren Corporation TIC Solutions, Inc. , a Delaware corporation (“ Holdings ”), the other Guarantors from time to time party hereto, the lenders from time to time party hereto (collectively, the “ Lenders ” and, individually, a “ Lender ”), the L/C Issuers from time to time party hereto and Jefferies Finance LLC, as administrative agent (in such capacity and together with its successors, the “ Administrative Agent ”) and collateral agent (in such capacity and together with its successors, the “ Collateral Agent ”).
 WHEREAS, Holdings has requested that substantially simultaneously with the consummation of the Closing Date Acquisition, (a) the Term Loan Lenders extend Initial Term Loans in an aggregate principal amount of $775,000,000, (b) the Revolving Credit Lenders provide Initial Revolving Credit Commitments in an aggregate principal amount of $75,000,000 and (c) the L/C Issuers agree to issue Letters of Credit in an aggregate amount available to be drawn not in excess of the Letter of Credit Sublimit;
 WHEREAS, pursuant to Amendment No. 1, Acuren has requested that the Refinancing Term Loan Lenders (as defined in Amendment No. 1) lend to Acuren on the Amendment No. 1 Effective Date the Amendment No. 1 Term Loans;
 WHEREAS, pursuant to Amendment No. 2, the Borrowers have requested that (a) the Amendment No. 2 Term Loan Lenders lend to the Borrowers on the Amendment No. 2 Effective Date the Amendment No. 2 Term Loans in an aggregate principal amount of $875,000,000 and (b) the Revolving Credit Lenders provide Initial Revolving Credit Commitments in an aggregate principal amount of $125,000,000 ($50,000,000 of which consists of an Incremental Revolving Credit Facility established pursuant to Amendment No. 2); and
 WHEREAS, pursuant to Amendment No. 3, the Borrowers have requested that (a) the Refinancing Term Loan Lenders (as defined in Amendment No. 3) lend to the Borrowers on the Amendment No. 3 Effective Date the Amendment No. 3 Term Loans and (b) the Letter of Credit Sublimit be increased to $50,000,000; and

 WHEREAS, the Lenders and the L/C Issuers are willing to provide such extensions of credit, subject to the terms and conditions of this Agreement.
 NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
 ARTICLE I.
 DEFINITIONS AND ACCOUNTING TERMS
 1.01 Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:
 “ ABR Term SOFR Determination Day ” has the meaning specified in the definition of
 “Term SOFR”.
 “ Acquired Business ” means the Initial Borrower and its Subsidiaries.
 “ Acquired Entity ” has the meaning specified in the definition of “Permitted
 Acquisition”.
 “ Acquired Indebtedness ” means with respect to any specified Person
 (i) Indebtedness of any other Person existing at the time such other Person is merged or amalgamated with or into, or became a Subsidiary of such specified Person, provided such Indebtedness is not incurred (x) in connection with, or in contemplation of, such other Person merging or amalgamating with or into, or becoming a Subsidiary of, such specified Person or (y) for purposes of financing the acquisition of such other Person; and
 (ii) Indebtedness that is secured by a Lien encumbering any asset acquired by such specified Person.
 “ Acquisition Agreement ” means that certain Agreement and Plan of Merger (and the exhibits, schedules and annexes thereto), dated as of May 21, 2024, by and among Holdings, AAL Merger Sub, Inc., a Delaware corporation, the Acquired Business and ASP Acuren Investco LP, a Delaware limited partnership, solely in its capacity as the representative of all of the stockholders of the Acquired Business.
 “ Acuren ” has the meaning set forth in the preamble hereto. “ Additional Borrower ” has the meaning specified in Section 2.14(a) .

 “ Administrative Agent ” has the meaning specified in the preamble hereto.
 “ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 , or such other address or account as the Administrative Agent may from time to time notify Holdings and the Lenders.
 “ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
 “ Affected Financial Institution ” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
 “ Affiliate ” means, with respect to any Person, another Person (other than, in the case of the Loan Parties, a Subsidiary of such Person) that directly, or indirectly through one or more intermediaries, Governs or is Governed by or is under common Governance with the Person specified. “ Govern ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Governance ”, “ Governing ” and “ Governed ” have meanings correlative thereto. For purposes of this Agreement and the other Loan Documents, Jefferies LLC and its Affiliates shall be deemed to be Affiliates of Jefferies Finance LLC and its Affiliates.
 “ Agent Parties ” has the meaning specified in Section 11.02(c) . “ Agents ” has the meaning specified in Section 10.01(b) .
 “ Agreement ” means this Credit Agreement.
 “ Amendment No. 1 ” means that certain First Amendment to Credit Agreement, dated as of the Amendment No. 1 Effective Date, by and among Acuren, the Initial Borrower, Holdings, the other Loan Parties party thereto, the Amendment No. 1 Term Loan Lenders, and the Administrative Agent.
 “ Amendment No. 1 Additional Term Loan Lender ” has the meaning specified in the Amendment No. 1 Joinder.
 “ Amendment No. 1 Arrangers ” has the meaning assigned to such term in Amendment
 No. 1.
 “ Amendment No. 1 Effective Date ” means January 31, 2025.

 “ Amendment No. 1 Joinder ” means the Joinder Agreement, dated as of the Amendment No. 1 Effective Date, among Acuren, the Initial Borrower, Holdings, the Administrative Agent and the Additional Amendment No. 1 Term Loan Lender.
 “ Amendment No. 1 Term Loan ” has the meaning specified in Section 2.01(c) .
 “ Amendment No. 1 Term Loan Commitment ” means, (i) as to each Amendment No. 1 Term Loan Lender, the agreement of such Amendment No. 1 Term Loan Lender to exchange the entire principal amount of its Amendment No. 1 Term Loans (or such lesser amount allocated to it by the Amendment No. 1 Arrangers) for an equal principal amount of Amendment No. 1 Term Loans on the Amendment No. 1 Effective Date and (ii) as to each Amendment No. 1 Additional Term Loan Lender, the commitment of such Amendment No. 1 Additional Term Loan Lender to make Amendment No. 1 Term Loans to the Borrower on the Amendment No. 1 Effective Date, in the amount set forth in the Amendment No. 1 Joinder.
 “ Amendment No. 1 Term Loan Facility ” means the Amendment No. 1 Term Loan Commitments and the Amendment No. 1 Term Loans made thereunder.
 “ Amendment No. 1 Term Loan Lender ” means, at any time, any Lender that has an Amendment No. 1 Term Loan Commitment or an outstanding Amendment No. 1 Term Loan at such time.
 “ Amendment No. 1 Term Loan Maturity Date ” means July 30, 2031.
 “ Amendment No. 2 ” means that certain Second Amendment to Credit Agreement, dated as of the Amendment No. 2 Effective Date, by and among the Borrowers, Holdings, the other Loan Parties party thereto, the Amendment No. 2 Term Loan Lenders, the Revolving Credit Lenders party thereto and the Administrative Agent.
 “ Amendment No. 2 Acquisition Agreement ” means that certain Agreement and Plan of Merger, dated as of May 14, 2025, by and among Holdings, Ryder Merger Sub I, Inc., a Delaware corporation and a direct and wholly-owned subsidiary of Holdings, Ryder Merger Sub II, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Holdings, and NV5.
 “ Amendment No. 2 Arrangers ” has the meaning assigned to such term in Amendment
 No. 2.

 “ Amendment No. 2 Effective Date ” means August 4, 2025.
 “ Amendment No. 2 Effective Date Acquisition ” means the acquisition by Holdings of NV5 and its Subsidiaries pursuant to the Amendment No. 2 Acquisition Agreement.
 “ Amendment No. 2 Joinder ” means the Joinder Agreement, dated as of the Amendment No. 2 Effective Date, among the Borrowers, Holdings, the Administrative Agent, the Amendment No. 2 Term Loan Lenders and the Revolving Credit Lenders party thereto.
 “ Amendment No. 2 Term Loan ” has the meaning specified in Section 2.01(d) .
 “ Amendment No. 2 Term Loan Commitment ” means, as to each Amendment No. 2 Term Loan Lender, the commitment of such Amendment No. 2 Term Loan Lender to make Amendment No. 2 Term Loans to the Borrower on the Amendment No. 2 Effective Date, in the amount set forth in the Amendment No. 2 Joinder.
 “ Amendment No. 2 Term Loan Facility ” means the Amendment No. 2 Term Loan Commitments and the Amendment No. 2 Term Loans made thereunder.
 “ Amendment No. 2 Term Loan Lender ” means, at any time, any Lender that has an Amendment No. 2 Term Loan Commitment or an outstanding Amendment No. 2 Term Loan at such time.
 “ Amendment No. 2 Term Loan Maturity Date ” means July 30, 2031.
 “ Amendment No. 2 Transactions ” means (a) the borrowing of the Amendment No. 2 Term Loans on the Amendment No. 2 Effective Date, (b) the establishment of the Amendment No. 2 Revolving Commitments (as defined in Amendment No. 2) as an increase to the Initial Revolving Credit Commitments, (c) the Amendment No. 2 Effective Date Acquisition, (d) the Existing NV5 Credit Agreement Refinancing and (e) the payment of fees, costs and expenses in connection therewith (this clause (e), the “ Amendment No. 2 Transaction Costs ”).
 “ Amendment No. 3 ” means that certain Third Amendment to Credit Agreement, dated as of the Amendment No. 3 Effective Date, by and among the Borrowers, Holdings, the other Loan Parties party thereto, the Refinancing Term Loan Lenders party thereto, the Revolving Credit Lenders party thereto, the L/C Issuers party thereto, and the Administrative Agent.

 “ Amendment No. 3 Additional Term Loan Lender ” has the meaning specified in the Amendment No. 3 Joinder.
 “ Amendment No. 3 Arrangers ” has the meaning assigned to such term in Amendment No. 3.
 “ Amendment No. 3 Effective Date ” means June 2, 2026.
 “ Amendment No. 3 Joinder ” means the Joinder Agreement, dated as of the Amendment No. 3 Effective Date, among the Borrowers, Holdings, the Administrative Agent and the Additional Amendment No. 3 Term Loan Lenders.
 “ Amendment No. 3 Term Loan ” has the meaning specified in Section 2.01(e).

 “ Amendment No. 3 Term Loan Commitment ” means, (i) as to each Amendment No. 3 Term Loan Lender, the agreement of such Amendment No. 3 Term Loan Lender to exchange the entire principal amount of its Amendment No. 1 Term Loans and Amendment No. 2 Term Loans (or such lesser amount allocated to it by the Amendment No. 3 Arrangers) for an equal principal amount of Amendment No. 3 Term Loans on the Amendment No. 3 Effective Date and (ii) as to each Amendment No. 3 Additional Term Loan Lender, the commitment of such Amendment No. 3 Additional Term Loan Lender to make Amendment No. 3 Term Loans to the Borrower on the Amendment No. 3 Effective Date, in the amount set forth in the Amendment No. 3 Joinder.
 “ Amendment No. 3 Term Loan Facility ” means the Amendment No. 3 Term Loan Commitments and the Amendment No. 3 Term Loans made thereunder.
 “ Amendment No. 3 Term Loan Lender ” means, at any time, any Lender that has an Amendment No. 3 Term Loan Commitment or an outstanding Amendment No. 3 Term Loan at such time.
 “ Amendment No. 3 Term Loan Maturity Date ” means July 30, 2031.
 “ AML Legislation ” has the meaning specified in Section 11.26 .
 “ Anti-Corruption Laws ” means the (i) United States Foreign Corrupt Practices Act of 1977, as amended, (ii) the United Kingdom Bribery Act of 2010, (iii) the Proceeds of Crime Act and the Corruption of Foreign Public Officials Act (Canada) and (iv) any applicable related provisions and/or

 anti-bribery, and corruption and/or anti-money laundering laws, rules, or regulations of any jurisdiction in which a Borrower conducts business.
 “ Anti-Terrorism and Anti-Money Laundering Laws ” means any laws or regulations relating to terrorism or money laundering, including the Bank Secrecy Act of 1990, as amended by the USA PATRIOT ACT, the laws administered by the United States Treasury Department’s Office of Foreign Assets Control, Canadian Economic Sanctions and Export Control Laws (as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced), the U.S. Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, the U.S. Currency and Foreign Transaction Reporting Act of 1970, as amended, the U.S. Money Laundering Control Act of 1986, as amended, the UK Proceeds of Crime Act 2002 and the UK Terrorism Act 2000, as amended.
 “ Anticipated Cure Deadline ” shall have the meaning assigned to such term in
 Section 8.10(b) .
 “ Applicable Rate ” means
 (a) with respect to any Amendment No. 1 Term Loan or Amendment No. 2 3 Term Loan that is (i) a Term SOFR Loan, 2.75 2.50 % per annum and (ii) a Base Rate Loan, 1.75 1.50 % per annum ;
 (b) with respect to any Revolving Credit Loan that is (i) a Term SOFR Loan, 3.50% per annum and (ii) a Base Rate Loan, 2.50% per annum ;
 (c) with respect to the Letter of Credit Fees, 3.50% per annum and
 (d) with respect to the Commitment Fees,
 (i) until delivery of a Compliance Certificate for the fiscal quarter ending December 31, 2024, 0.50% per annum and
 (ii) at any time thereafter, (x) 0.50% per annum if the First Lien Net Leverage Ratio as of the most recent determination date is greater than 3.30 to 1.00 or (y) 0.375% per annum if the First Lien Net Leverage Ratio as of the most recent determination date is less than or equal to 3.30 to 1.00.
 “ Approved Fund ” has the meaning specified in Section 11.06(g) .

 “ Approved Member State ” means each of the following: Belgium, Canada, France, Germany, Italy, Luxembourg, The Netherlands, Spain, Sweden and the United Kingdom.
 “ Arrangers ” means (i) Jefferies Finance LLC, Citibank, N.A., and UBS Securities LLC., (ii) with respect to Amendment No. 1, the Amendment No. 1 Arrangers and , (iii) with respect to Amendment No. 2, the Amendment No. 2 Arrangers and (iv) with respect to Amendment No. 3, the Amendment No. 3 Arrangers .
 “ Asset Sale ” means any Disposition by Holdings or any Restricted Subsidiary made pursuant to Section 8.04(d) ; provided that any Disposition having a value not in excess of (I) the greater of (x) $20,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 in any single transaction or series of related transactions shall be deemed not to be an “ Asset Sale ” for purposes of this Agreement.
 “ Assignee Group ” means, with respect to any Lender, such Lender’s Affiliates and Approved Funds with respect to such Lender.
 “ Assignment and Assumption ” means an Assignment and Assumption substantially in the form of Exhibit A or such other form approved by the Administrative Agent.
 “ Attorney ” has the meaning specified in Section 10.01(c) .
 “ Attorney Costs ” means and includes all reasonable fees, expenses and disbursements of any law firm or other external counsel.
 “ Attributable Indebtedness ” means, on any date, in respect of any Synthetic Lease Obligation, as of any date of determination, the total obligation (discounted to present value at the rate of interest implicit in the lease included in such transaction) of the lessee for rental payments (other than accounts required to be paid on account of property taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items which do not constitute payments for property rights) during the remaining portion of the term (including extensions which are at the sole option of the lessor) of the lease included in such transaction (in the case of any lease which is terminable by the lessee upon the payment of a penalty, such rental obligation shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated).

 “ Audited Financial Statements ” means the Holdings Audited Financial Statements and the Target Audited Financial Statements.
 “ Auto-Renewal Letter of Credit ” has the meaning specified in Section 2.03(b)(iii) .

 “ Available Amount ” means, on any date of determination (the “ Reference Date ”), an amount (which shall not be less than zero) determined on a cumulative basis equal to the sum of (without duplication): an amount equal to
 (a) the greater of (I) $100,000,000 and (II) 50% of Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 plus
 (b) Net Cash Proceeds from any sale or issuance of Equity Interests of Holdings (excluding Disqualified Stock) to the extent such Net Cash Proceeds are received by Holdings after the Closing Date (other than any Net Cash Proceeds (w) that are Specified Equity Proceeds, (x) from any Cure Amount, (y) to the extent such Net Cash Proceeds have been used to build any other basket for the incurrence of Indebtedness or the making of any Investment or Restricted Payment or (z) from the sale of any Equity Interests to any employee, director, officer, manager or consultant of Holdings, any direct or indirect parent of Holdings and any Subsidiary of Holdings) which are not Otherwise Applied, plus
 (c) Net Cash Proceeds of Indebtedness and Disqualified Stock of Holdings, in each case, issued after the Closing Date, which has been exchanged or converted into Equity Interests (excluding Disqualified Stock) of Holdings (other than with respect to any such exchange or conversion involving the sale or issuance of Equity Interests to any employee, director, officer, manager or consultant of Holdings, any direct or indirect parent of Holdings and any Subsidiary of Holdings), plus
 (d) the greatest of (1) the cumulative amount of Excess Cash Flow for all fiscal years of Holdings (commencing with the fiscal year ending on December 31, 2026) and prior to the Reference Date minus the portion of such Excess Cash Flow that has been (or will be) after the Closing Date and on or prior to the Reference Date required to be offered to prepay the Loans in accordance with Section 2.05(b) (without giving effect to any dollar-for-dollar reduction in respect of voluntary prepayments of the Loans as therein provided), (2) 50% of cumulative Consolidated Net Income for all fiscal quarters ending after the Closing Date and prior to the Reference Date and (3) 100% of cumulative Consolidated EBITDA for all fiscal quarters ending after the Closing Date and prior to the Reference

 Date minus 150% of Consolidated Interest Charges for all fiscal quarters ending after the Closing Date and prior to the Reference Date, plus
 (e) to the extent not (A) included in Consolidated Net Income or (B) already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment, the aggregate amount of all cash dividends and other cash distributions received by Holdings or any Restricted Subsidiary from any Unrestricted Subsidiaries during the period from and including the Business Day immediately following the Closing Date and prior to the Reference Date in respect of Investments made by Holdings or any Restricted Subsidiary in reliance on the Available Amount, plus
 (f) to the extent not (A) included in Consolidated Net Income or (B) already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment, the Investments of Holdings and any Restricted Subsidiary in any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary or that has been merged, amalgamated or consolidated with or into Holdings or any Restricted Subsidiary (up to the lesser of (x) the fair market value (as determined in good faith by Holdings) of the investments of Holdings and any Restricted Subsidiary in such Unrestricted Subsidiary at the time of such re-designation or merger, amalgamation or consolidation and (y) the fair market value (as determined in good faith by Holdings) of the original investments by Holdings and any Restricted Subsidiary in such Unrestricted Subsidiary) plus
 (g) to the extent not (A) included in Consolidated Net Income, (B) already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment or (C) required to be applied to prepay the Loans in accordance with Section 2.05(b) , the aggregate amount of all Net Cash Proceeds received by Holdings or any Restricted Subsidiary in connection with the sale, transfer or other Disposition of its ownership interest in any Unrestricted Subsidiary, to the extent that the original Investments in such Unrestricted Subsidiary were made in reliance on the Available Amount plus
 (h) the aggregate amount of Retained Declined Proceeds minus
 (i) the sum, without duplication, of the aggregate amount of Restricted Payments made pursuant to Section 8.05(k) after the Closing Date and on or prior to the Reference Date.

 “ Available Tenor ” means, as of any date of determination and with respect to any then-current Benchmark for any currency, as applicable, (x) if any 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).
 “ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of
 (a) the Federal Funds Effective Rate in effect on such day plus ½ of 1.00%,
 (b) the Prime Rate in effect on such day;
 (c) Term SOFR determined on such day for a Term SOFR Loan with a one-month Interest Period plus 1.00%; and
 (d) the Floor.
 “ Base Rate Loan ” means a Loan that bears interest based on the Base Rate.
 “ Benchmark ” means, initially, Term SOFR; provided that if a replacement of an initial or subsequent Benchmark has occurred pursuant to Section 3.03(d) , then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.

 “ Benchmark Replacement ” means, for any Available Tenor, for purposes of clause (f) of Section 3.03, the first alternative set forth below that can be determined by the Administrative Agent:
 (1) solely if the relevant Benchmark is Term SOFR, the sum of: (i) Daily Simple SOFR and (ii) 0.26161% (26.161 basis points); or
 (2) the sum of (a) the alternate benchmark rate and (b) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and Holdings as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for syndicated credit facilities at such time denominated in the applicable currency in the U.S. syndicated loan market;
 provided that, if the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
 “ Benchmark Replacement Conforming Changes ” means, with respect to any Benchmark or 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, the applicability and length of lookback periods, the applicability of breakage provisions, the formula for calculating any successor rates identified pursuant to the definition of “Benchmark Replacement”, the formula, methodology or convention for applying the successor Floor to the successor Benchmark Replacement and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof or of any Benchmark by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark or Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

 “ Benchmark Transition Event ” means, with respect to any then-current Benchmark, the occurrence of one or more of the following events: a public statement or publication of information by or on behalf of the administrator of any then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, the central bank for the currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that
 (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark, 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 (b) all Available Tenors of such Benchmark are or will no longer be representative and that representativeness will not be restored.
 “ Beneficial Ownership Certification ” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

 “ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230. “ Benefit Plan ” means any of
 (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of
 ERISA,
 (b) a “plan” as defined in and subject to Section 4975 of the Code or
 (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
 “ BHC Act Affiliate ” has the meaning specified in Section 11.25(b) .
 “ Borrower Equity Contribution ” means a contribution by Holdings to the capital of the Initial Borrower in an amount not less than $1,250,000,000.
 “ Borrower Materials ” has the meaning specified in Section 7.02 .

 “ Borrowers ” and “ Borrower ” have the respective meanings set forth in the preamble
 hereto.
 “ Borrowing ” means each of a Term Loan Borrowing or a Revolving Credit Borrowing, as the context may require.
 “ Business Day ” means
 (a) any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and
 (b) if such day relates to any interest rate settings as to a Term SOFR Loan, any fundings, disbursements, settlements and payments in respect of any such Term SOFR Loan, or any other dealings to be carried out pursuant to this Agreement in respect of any such Term SOFR Loan, means a day that is a “U.S. Government Securities Business Day”.
 “ Canada ” means the country of Canada, and shall include any province or territory thereof, as the context requires.
 “ Canadian Blocked Person ” means any Person that is a “Designated Person”, “Politically Exposed Foreign Person” or “Terrorist Entities” as described in any Canadian Economic Sanctions and Export Control Laws.
 “ Canadian Collateral Documents ” means the Canadian Pledge and Security Agreement, the Canadian Deed of Hypothec and the Canadian IP Security Agreement.
 “ Canadian Deed of Hypothec ” means the Deed of Hypothec, dated on or about the Closing Date, executed by each of the Canadian Loan Parties party thereto and the Administrative Agent, as hypothecary representative, for the benefit of the holders of the Obligations and shall for certainty include any deed of hypothec executed by any Loan Party after the Closing Date.

 “ Canadian Defined Benefit Pension Plan ” means a Canadian Pension Plan that contains a “defined benefit provision” as that term is defined in subsection 147.1(1) of the Canadian ITA.
 “ Canadian Economic Sanctions and Export Control Laws ” means any Canadian laws, regulations or orders governing transactions in controlled goods or technologies or dealings with countries, entities, organizations, or individuals subject to economic sanctions and similar measures,

 including the Proceeds of Crime Act, the Corruption of Foreign Public Officials Act (Canada), the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada), Part II.1 of the Criminal Code (Canada) and the Export and Import Permits Act (Canada), and any related regulations.
 “ Canadian IP Security Agreement ” means each Canadian Patent Security Agreement, Canadian Trademark Security Agreement and Canadian Copyright Security Agreement to be executed and delivered by a Loan Party, substantially in the form of Exhibits A , B and C to the Canadian Pledge and Security Agreement, respectively, or such other form approved by the Administrative Agent, in each case as the same may be amended or supplemented from time to time.
 “ Canadian ITA ” means the Income Tax Act (Canada), as amended.
 “ Canadian Loan Parties ” means any Loan Party (as defined herein) incorporated or otherwise organized under the laws of Canada or any province or territory thereof.
 “ Canadian Multi-Employer Plan ” means a multi-employer pension plan, as such term is defined in the Pension Benefits Act (Ontario) or any similar plan registered under Canadian Pension Laws to which any of the Loan Parties or any of their respective Subsidiaries, contributes for its employees or former employees employed in Canada.
 “ Canadian Pension Event ” means (a) the termination or wind-up in whole or in part of a Canadian Defined Benefit Pension Plan, (b) the occurrence of any circumstance or event that would provide any basis for a Governmental Authority to take steps to cause the termination or wind-up, in whole or in part, of any Canadian Defined Benefit Pension Plan, the issuance of a notice (or a notice of intent to issue such a notice) to terminate in whole or in part any Canadian Defined Benefit Pension Plan or the receipt of a notice of intent from a Governmental Authority to require the termination in whole or in part of any Canadian Defined Benefit Pension Plan, revoking the registration of same or appointing a new administrator of such a plan, (c) the non-compliance by a Loan Party or any Subsidiary with any Canadian Pension Laws that individually or in the aggregate would result in a Material Adverse Effect, and (d) the withdrawal by a Canadian Loan Party or any Affiliate thereof as a participating employer under any Canadian Multi-Employer Plan, where such Canadian Loan Party or Affiliate thereof is obligated to provide any contributions or payments in respect of any withdrawal liability.
 “ Canadian Pension Laws ” means any applicable Canadian laws applying to Canadian
 Pension Plans.

 “ Canadian Pension Plan ” means a “registered pension plan”, as that term is defined in subsection 248(1) of the Canadian ITA, that is required to be registered under any applicable Canadian Pension Laws, whether or not registered under any such Canadian Pension Laws, which is maintained, which is sponsored, administered or contributed to, or required to be contributed to by, any primary obligor or under which any primary obligor has any liability, other than any Canadian Multi-Employer Plan or other plans established by statute (which shall include the Canada Pension Plan maintained by the government of Canada and the Quebec Pension Plan maintained by the Province of Quebec).

 “ Canadian Pledge and Security Agreement ” means the Canadian Pledge and Security Agreement, dated as of the Closing Date, executed by each of the Canadian Loan Parties and the Administrative Agent for the benefit of the holders of the Obligations, as may be further amended or modified from time to time in accordance with the terms hereof.
 “ Canadian Subsidiary ” means any Restricted Subsidiary that is incorporated or otherwise organized under the laws of Canada or any province or territory thereof.
 “ Capital Expenditures ” means, for any period, with respect to any Person, without
 duplication
 (a) the net additions to property, plant and equipment and other capital expenditures of such Person and its consolidated subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of such Person for such period prepared in accordance with GAAP and
 (b) capital lease obligations incurred by such Person and its consolidated subsidiaries during such period.
 “ Captive Insurance Subsidiary ” means a Subsidiary established by Holdings, Borrower or any of their particular Subsidiaries for the sole purpose of insuring the business, facilities and/or employees of Holdings and/or any Subsidiary of Holdings.

 “ Cash Collateralize ” has the meaning specified in Section 2.03(g) .
 “ Cash Equivalents ” means any of the following types of Investments, to the extent owned by Holdings or any Restricted Subsidiary free and clear of all Liens:
 (a) (i) readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or Canada or any agency or instrumentality thereof having

 maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America or Canada, as applicable, is pledged in support thereof;
 (ii) securities issued by any state or municipality within the United States of America (or, in the case of securities arising from student loans, approved by any such state or municipality), or by Canada or any province or territory thereof, that are rated “A-2” or better by S&P or “P-2” or better by Moody’s or the equivalent rating from any other nationally recognized rating agency; and
 (iii) securities issued or fully guaranteed or insured by any Approved Member State, or an agency or instrumentality thereof ( provided , that the full faith and credit of the applicable Approved Member State is pledged in support of those securities) and having maturities of not more than one year;
 (b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that
 (i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System,
 (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and
 (iii) has combined capital and surplus of at least $250,000,000, in each case with maturities of not more than one year from the date of acquisition thereof;
 (c) commercial paper issued by any Person organized under the laws of any state of the United States of America, or in Canada or any province or territory thereof, and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than 270 days from the date of acquisition thereof;
 (d) solely with respect to any Captive Insurance Subsidiary, any investment that a Captive Insurance Subsidiary is not prohibited to make in accordance with applicable Law; and

 (e) Investments classified in accordance with GAAP as Current Assets of Holdings or any Restricted Subsidiary, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a) , (b) and (c) of this definition.
 “ CFC ” means a Foreign Subsidiary that is a controlled foreign corporation as defined in Section 957(a) of the Code and that is not a Material Canadian Subsidiary.
 “ CFC Holdco ” has the meaning specified in Section 7.12(a)(i)(C) . “ Change of Control ” means, an event or series of events by which:
 (a) a “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding (x) any employee benefit plan of such Person or its subsidiaries, and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and (y) the Permitted Holders) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the fully vested right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “ option right ”)), directly or indirectly, of 50% of the equity securities of Holdings or any Intermediate Holding Company entitled to vote for members of the board of directors or equivalent governing body of such Person on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or
 (b) any Borrower (other than Holdings, if a Borrower) shall cease to be a Wholly-Owned Restricted Subsidiary of Holdings or any Intermediate Holding Company or if any Subsidiary of Holdings that directly or indirectly owns any portion of the Equity Interests of any Borrower shall cease to be a Guarantor;
 provided , however , that any de-listing of the Equity Interests of Holdings on the London Stock Exchange and the contemplated issuance thereof on the New York Stock Exchange shall not constitute a Change of Control.

 “ Class ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Credit Loans or Term Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment or

 Term Loan Commitment; provided that the Amendment No. 1 Term Loans and Amendment No. 2 Term Loans shall constitute a single Class hereunder.
 “ Closing Date ” means July 30, 2024.
 “ Closing Date Acquisition ” means the acquisition by Holdings of the Acquired Business pursuant to the Acquisition Agreement.
 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time (unless as specifically provided otherwise).
 “ Collateral ” means all of the “ Collateral ” or “ Pledged Collateral ” referred to in the Collateral Documents, the Mortgaged Property and all of the other property and assets that are or are intended 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 ” has the meaning specified in the preamble hereto.
 “ Collateral Documents ” means, collectively, the Pledge and Security Agreement, the Canadian Collateral Documents, the Mortgages, the Intellectual Property Security Agreements, or other similar agreements delivered to the Collateral Agent and the Lenders pursuant to Section 7.12 , 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 any Secured Party.
 “ Commitment ” means, with respect to any Lender, such Lender’s Revolving Credit Commitment and Term Loan Commitment.
 “ Commitment Fee ” has the meaning specified in Section 2.09(a) .
 “ Committed Loan Notice ” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Term SOFR Loans pursuant to Section 2.02(a) , which, if in writing, shall be substantially in the form of Exhibit B or such other form approved by 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.
 “ Compliance Certificate ” means a certificate substantially in the form of Exhibit C or such other form approved by the Administrative Agent and acceptable to Holdings.
 “ Consolidated EBITDA ” means, for any period, Consolidated Net Income for such
 period plus
 (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of
 (i) Consolidated Interest Charges for such period,
 (ii) consolidated income, capital, federal, state, provincial, franchise, excise and similar taxes, property taxes, foreign withholding taxes and foreign unreimbursed value added tax expenses for such period,

 (iii) all amounts attributable to depreciation and amortization (including those related to any Receivables Facility), all impairment charges, and all asset write-offs and/or writedowns for such period,
 (iv) any non-cash charges, expenses or losses (including, but not limited to, non-cash rent expense, impairment of goodwill or other intangible assets and exchange rate losses) of Holdings or any Restricted Subsidiary for such period (excluding any such charge, expense or loss incurred that constitutes an accrual of or a reserve for cash charges for any future period or an amortization of a prepaid cash expense paid in a prior period or writeoff or writedown of reserves with respect to current assets); provided , however , that cash payments made in such period or in any future period in respect of such non-cash items (excluding any non-cash items to the extent representing an accrual for a future cash expenditure) shall be subtracted from Consolidated Net Income in calculating Consolidated EBITDA in the period when such payments are made,
 (v) any extraordinary, unusual, or non-recurring cash charges or expenses for such period (including business optimization expenses or costs (including charges related to the implementation of cost-savings initiatives, operating expense reductions and other similar initiatives), restructuring charges, integration, acquisition and disposition (or potential acquisition

 or disposition) related costs (whether incurred prior to, or after, the consummation of any such acquisition)) and severance, recruiting, relocation and signing bonuses and expenses, contract terminations costs, retention bonuses, separation payments or other similar one time compensation payments made to employees of Holdings or any Restricted Subsidiary or made in connection with a Permitted Acquisition,
 (vi) deferred compensation, stock-option or employee benefits-based and other equity-based compensation expenses for such period,
 (vii) transaction fees and expenses in connection with the Transactions for
 such period,
 (viii) transaction fees, costs and expenses during such period in connection with any investment (including any Permitted Acquisition), Disposition, recapitalization or issuance of Equity Interests and incurrence of Indebtedness or similar transactions, in each case, to the extent permitted under this Agreement and whether or not such investment, Disposition, recapitalization, issuance of Equity Interests or Indebtedness or acquisition shall have been consummated,
 (ix) losses or price adjustments to the extent reimbursable by third parties in connection with any Permitted Acquisition, as determined in good faith by Holdings, for such period; provided , however , that if the Administrative Agent, acting reasonably, determines in such period or the immediately succeeding period that such losses or price adjustments, or any portion thereof (which, in each case, were included in Consolidated EBITDA in such period or such immediately preceding period pursuant to this clause (ix) ), are no longer reimbursable or are not likely to be reimbursed, then such losses, or any portion thereof, shall be subtracted from Consolidated Net Income in calculating Consolidated EBITDA in each such applicable period,
 (x) to the extent permitted hereunder, payments to investors and reimbursement of board expenses and compensation payments to board members during such period,
 (xi) adjustments consistent with Regulation S-X or as set forth in a quality of earnings report from a nationally recognized firm delivered to the Administrative Agent,
 (xii) unrealized losses in respect of Obligations under Swap Contracts during
 such period,

 (xiii) any loss or expense during such period from a disposition or discontinued operations or any loss or expense incurred in connection with the disposal of a business or product line, whether or not treated as discontinued operations in accordance with GAAP (or if not in accordance with GAAP as otherwise reasonably acceptable to the Administrative Agent) and whether or not such disposition or discontinuance shall have been consummated or completed,
 (xiv) management, monitoring, consulting, transaction, refinancing and advisory fees (including termination fees) and related indemnities and expenses paid or accrued to any advisor or any other Permitted Holder or their Affiliates paid pursuant to the Consulting Agreement in an aggregate amount not to exceed the greater of (I) $5,000,000 and (II) 2.5% of Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 ,
 (xv) non-cash charges or amounts recorded in connection with purchase accounting for such period (including any applicable to future Permitted Acquisitions),
 (xvi) non-cash purchase accounting adjustments during such period relating to the writedown of deferred revenue (whether billed or unbilled) that are the result of accounting for any acquisition,
 (xvii) fees, costs and expenses incurred under this Agreement for such period,
 (xviii) the cumulative effect of a change in accounting principles for such period and to the extent permitted by Section 1.03(b) ,
 (xix) expenses during such period in connection with the settlement of any litigation or claim involving Holdings or any Restricted Subsidiary,
 (xx) debt discount and debt issuance costs, fees, charges, commissions or other related or similar costs during such period, in each case incurred in connection with Indebtedness permitted to be incurred hereunder (whether or not such Indebtedness has been incurred),
 (xxi) the amount of “run rate” net cost savings, “run rate” contract revenue, operating expense reductions, other operating improvements or initiatives and acquisition

 synergies projected by the Borrowers in good faith to be realized during such period (calculated on a Pro Forma Basis as though such items had been realized on the first day of such period) as a result of actions taken or to be taken in connection with any established cost reduction program, restructuring, acquisition, investment, operation change, initiative or disposition by Holdings or any Restricted Subsidiary, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such actions, provided that
 (A) a duly completed certificate signed by a Responsible Officer of the Borrowers shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to Section 7.02(a) , certifying that
 (x) such “run rate” cost savings, “run rate” contract revenue, operating expense reductions and other operating improvements and synergies are reasonably expected and factually supportable as determined in good faith by Holdings, and
 (y) such actions are to be taken within 24 months after the consummation or initiation, as the case may be, of the relevant action, which is expected to result in such cost savings, expense reductions or synergies,
 (B) no “run rate” cost savings, “run rate” contract revenue, operating expense reductions and other operating improvements and synergies shall be added pursuant to this clause (xxi) to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period,
 (C) projected amounts (and not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (xxi) to the extent occurring more than eight full fiscal quarters after the specified action taken in order to realize such projected cost savings, operating expense reductions and synergies and
 (D) the aggregate amount of add backs made pursuant to this clause (xxi) shall not exceed an amount equal to 25% of Consolidated EBITDA for the period

 of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to this clause (xxi) ),
 (xxii) the amount of any expense related to minority interests,
 (xxiii) any loss resulting from the payment of earn-out or contingent consideration obligations, and
 (xxiv) any non-cash expenses or charges recorded in accordance with GAAP relating to currency valuation of foreign denominated debt, and any non-cash expenses or charges recorded in accordance with GAAP relating to equity interests issued to non-employees in exchange for services provided in connection with any acquisition or business arrangement (in each case, including any such transaction undertaken but not completed) minus
 (b) without duplication
 (i) to the extent included in determining such Consolidated Net Income, any extraordinary, unusual, or non-recurring gains or income and all non-cash items of income or gains for such period, all determined on a consolidated basis in accordance with GAAP,
 (ii) unrealized gains in respect of Obligations under Swap Contracts and
 (iii) any gains resulting from the payment of earn-out obligations; provided that solely for purposes of calculating the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio for any period
 (A) the Consolidated EBITDA of any Acquired Entity acquired by Holdings or any Restricted Subsidiary pursuant to a Permitted Acquisition during such period shall be included on a Pro Forma Basis for such period (assuming the consummation of such acquisition and the incurrence or assumption of any Indebtedness in connection therewith occurred as of the first day of such period) and
 (B) the Consolidated EBITDA of any Person or line of business sold or otherwise disposed of by Holdings or any Restricted Subsidiary during such period shall be excluded for such period (assuming the consummation of such sale or other disposition and the repayment of any Indebtedness in connection therewith occurred as of the first day of such period).

 “ Consolidated First Lien Indebtedness ” means Consolidated Indebtedness that is secured by a first priority Lien (other than Permitted Liens) on assets of Holdings or any Restricted Subsidiary.
 “ Consolidated Indebtedness ” means, at any time, the aggregate amount of Indebtedness of Holdings and the Restricted Subsidiaries outstanding at such time, in the amount that would be reflected on a balance sheet prepared at such time on a consolidated basis in accordance with GAAP.
 “ Consolidated Interest Charges ” means, for any period, the sum of, without duplication,
 (a) the interest expense (including imputed interest expense in respect of capital lease obligations and Synthetic Lease Obligations) of Holdings and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (including, for the avoidance of doubt,
 (i) any amounts of premium or penalty payable in connection with the payment of make-whole amounts or other prepayment premiums payable in connection with any Indebtedness of Holdings or any Restricted Subsidiary, and
 (ii) all commissions, discounts and other fees and charges owed in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP) plus
 (b) any interest accrued during such period in respect of Indebtedness of Holdings or any Restricted Subsidiary that is required to be capitalized rather than included in consolidated interest expense for such period in accordance with GAAP and minus
 (c) any consolidated interest income of such Persons for such period, in each case as recorded by Holdings pursuant to GAAP. For purposes of the foregoing, interest expense shall be determined after giving effect to any net payments made or received by Holdings or any Restricted Subsidiary with respect to interest rate Swap Contracts.
 “ Consolidated Net Income ” means, for any period, for Holdings and the Restricted Subsidiaries on a consolidated basis, the net income (including, without duplication, interest income but excluding extraordinary gains and extraordinary losses, including such extraordinary items set forth in the definition of Consolidated EBITDA) of Holdings and the Restricted Subsidiaries for such period

 determined before any reduction in respect of preferred stock dividends; provided that there shall be excluded
 (a) the income or loss of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or amalgamated or consolidated with Holdings or any Restricted Subsidiary or the date that such Person’s assets are acquired by Holdings or any Restricted Subsidiary; provided , however , that such income or loss of such Person shall be included for such period to the extent Consolidated Net Income and Consolidated EBITDA are being calculated on a Pro Forma Basis in accordance with this Agreement,
 (b) the income of any Person (other than a Restricted Subsidiary) in which any other Person (other than a Wholly-Owned Restricted Subsidiary or any director holding qualifying shares in accordance with applicable Law) has an interest, except to the extent of the amount of dividends or other distributions actually paid to a Wholly-Owned Restricted Subsidiary by such Person during such period, and
 (c) any net unrealized gain or loss (after any offset) resulting in such period from obligations in respect of Swap Contracts or other derivative instruments and the application of Statement of Financial Accounting Standards No. 133.
 For the avoidance of doubt, cash amounts used by Holdings or its Subsidiaries to make purchases of debt (including, without limitation, purchases of Term Loans) shall not reduce Consolidated Net Income, nor will any non-cash gain associated with the cancellation of such purchased debt increase Consolidated Net Income.
 “ Consolidated Senior Secured Debt ” means, as at any date of determination, the aggregate principal amount of Consolidated Indebtedness outstanding on such date that is secured by a Lien (other than Permitted Liens) on assets of Holdings or any Restricted Subsidiary.
 “ Consolidated Total Assets ” means, as of any date, the total assets of Holdings and the Restricted Subsidiaries, determined in accordance with GAAP, as set forth on the consolidated balance sheet of Holdings as of such date.
 “ Consulting Agreement ” means the Consulting Services Agreement, dated as of July 30, 2024 between Holdings and Mariposa Capital, LLC, as amended, restated, supplemented or otherwise modified from time to time.

 “ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
 “Covered Entity ” has the meaning specified in Section 11.25(b) . “ Covered Party ” has the meaning specified in Section 11.25(a) .
 “ Credit Agreement Refinancing Indebtedness ” means (a) Permitted Equal Priority Refinancing Debt, (b) Permitted Junior Priority Refinancing Debt or (c) Permitted Unsecured Refinancing Debt; provided that, in each case, such Indebtedness is incurred to refinance, in whole or in part, existing Term Loans (“ Refinanced Debt ”); provided , further , that
 (i) the final maturity date of any such Indebtedness shall be no earlier than the maturity date of the Refinanced Debt,

 (ii) the weighted average life to maturity of any such Indebtedness shall be no shorter than the weighted average life to maturity of the Refinanced Debt,
 (iii) the borrower under such Indebtedness shall be a borrower under the Refinanced Debt and there shall be no obligors in respect of any such Indebtedness that are not Loan Parties,
 (iv) the covenants, events of default and other terms and conditions of such Indebtedness (excluding, for the avoidance of doubt, interest rates, margins and floors, fees, funding discounts, original issue discounts and prepayment or redemption premiums and terms) are, when taken as a whole, substantially identical in all material respects to, or less favorable to the persons providing any such Indebtedness than, those applicable to the Refinanced Debt (other than covenants, events of default and other terms and conditions applicable only to periods after the Latest Maturity Date or added for the benefit of the Secured Parties hereunder),
 (v) except to the extent otherwise permitted under this Agreement (subject to a dollar-for-dollar usage of any other basket set forth in Section 8.02 , if applicable), such Indebtedness shall not have a greater principal amount (or shall not have a greater accreted value,

 if applicable) than the principal amount of the Refinanced Debt plus accrued interest, fees and premiums (if any) thereon and fees and expenses associated with the refinancing and
 (vi) such Refinanced Debt shall be repaid, defeased or satisfied and discharged on a dollar-for-dollar basis, and all accrued interest, fees and premiums (if any) in connection therewith which shall also be paid, substantially concurrently with the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained (but excluding any non-material fees, charges, expenses or reimbursements, which may be paid when due prior to or after such date), in each case, in accordance with this Agreement.
 “ Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C Credit
 Extension.
 “ Cure Amount ” shall have the meaning assigned to such term in Section 8.10(b) . “ Cure Right ” shall have the meaning assigned to such term in Section 8.10(b) .
 “ Current Assets ” means, at any time, the consolidated current assets (other than (i) cash and Cash Equivalents and (ii) the current portion of current and deferred Tax assets) of Holdings and the Restricted Subsidiaries in accordance with GAAP.
 “ Current Liabilities ” means, at any time, the consolidated current liabilities of Holdings and the Restricted Subsidiaries at such time in accordance with GAAP, but excluding, without duplication, (a) the current portion of any long-term Indebtedness and any accrued interest thereon (other than interest expense that is past due and unpaid), (b) outstanding Revolving Credit Loans and any accrued interest thereon (other than interest expense that is past due and unpaid) and (c) the current portion of current and deferred Tax liabilities.
 “ Customary Intercreditor Agreement ” means
 (a) in connection with the incurrence of Indebtedness intended to be secured by Liens (other than Permitted Liens) on the Collateral ranking equal in priority to the Liens on the Collateral securing the Obligations (but without regard to the control of remedies), at the option of Holdings and the Administrative Agent acting together in good faith, a customary intercreditor agreement, in form and substance reasonably acceptable to the Administrative Agent and Holdings, which agreement shall, to the extent possible under applicable Laws, provide that the Liens on the

 Collateral securing such Indebtedness shall rank equal in priority to the Liens on the Collateral securing the Obligations (but without regard to the control of remedies) and
 (b) in connection with the incurrence of Indebtedness secured by Liens (other than Permitted Liens) on the Collateral ranking junior to the Liens on the Collateral securing the Obligations, at the option of Holdings and the Administrative Agent acting together in good faith, a customary intercreditor agreement, in form and substance reasonably acceptable to the Administrative Agent and the Borrowers, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank junior to the Liens on the Collateral securing the Obligations.
 “ Daily Simple SOFR ” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.
 “ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States, Canada or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (including, without limitation, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and the provisions of any applicable corporate legislation pursuant to which proceedings seeking a compromise or arrangement of, or stay of proceedings to enforce, some or all of the debts of any Person subject to such legislation may be instituted).
 “ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
 “ Default Rate ” means an interest rate equal to
 (a) the Base Rate plus
 (b) the Applicable Rate applicable to Base Rate Loans plus

 (c) 2.0% per annum ;
 provided , however , that with respect to a Term SOFR Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum , in each case to the fullest extent permitted by applicable Laws.
 “ Default Right ” has the meaning specified in Section 11.25(b) . “ Defaulting Lender ” means, subject to Section 2.15(b) , any Lender that
 (a) has failed to

 (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and Holdings in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or
 (ii) pay to the Administrative Agent, any L/C Issuer or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two Business Days of the date when due,
 (b) has notified Holdings, the Administrative Agent or any L/C Issuer in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied),
 (c) has failed, within three Business Days after written request by the Administrative Agent or Holdings, to confirm in writing to the Administrative Agent and Holdings that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to thi s clause (c) upon receipt of such written confirmation by the Administrative Agent and Holdings), or

 (d) has, or has a direct or indirect parent company that has,
 (i) become the subject of a proceeding under any Debtor Relief Law or any applicable bankruptcy law,
 (ii) had appointed for it a receiver, receiver and manager, interim receiver, manager, monitor, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or
 (iii) become the subject of a Bail-In Action;
 provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or Canada or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.
 Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b) ) upon delivery of written notice of such determination to Holdings, each L/C Issuer and each Lender.

 “ Defaulting Revolving Credit Lender ” shall have the meaning assigned to such term in Section 2.15(a)(iv)(C) .
 “ Designated Cash Management Bank ” means any Person that has been designated as a “Designated Cash Management Bank” by written notice from Borrower to the Administrative Agent in form and detail reasonably satisfactory to the Administrative Agent.
 “ Designated Cash Management Obligations ” means any Cash Management Obligations that are owed to a Designated Cash Management Bank, provided that Borrower shall have specified in a written notice to the Administrative Agent, acknowledged by the applicable Designated Cash Management Bank, the maximum amount of such obligations of such Person being designated as

 “Designated Cash Management Obligations” (such maximum amount so specified, such Person’s “ Capped Cash Management Amount ”), it being understood and agreed that the amount of Designated Cash Management Obligations of such Person, for all purposes of this Agreement and the other Loan Documents, including for purposes of the definition of “Obligations”, shall in no event exceed such Capped Cash Management Amount.
 “ Designated Hedge Bank ” means any Person that has been designated as a “Designated Hedge Bank” by written notice from Borrower to the Administrative Agent in form and detail reasonably satisfactory to the Administrative Agent.
 “ Designated Hedge Obligations ” means any Hedge Obligations that are owed to a Designated Hedge Bank, provided that Borrower shall have specified in a written notice to the Administrative Agent, acknowledged by the applicable Designated Hedge Bank, the maximum amount of such obligations of such Person being designated as “Designated Hedge Obligations” (such maximum amount so specified, such Person’s “ Capped Hedge Amount ”), it being understood and agreed that the amount of Designated Hedge Obligations of such Person, for all purposes of this Agreement and the other Loan Documents, including for purposes of the definition of “Obligations”, shall in no event exceed such Capped Hedge Amount.
 “ Designated Treasury Counterparty ” means any Person that has been designated as a “Designated Treasury Counterparty” by written notice from Holdings to the Administrative Agent in form and detail reasonably satisfactory to the Administrative Agent.
 “ Designation Date ” has the meaning set forth in Section 2.16(e) . “ Disclosed Litigation ” has the meaning set forth in Section 6.06 .
 “ Disposition ”, “ Dispose ” or “ Disposed ” means the sale, transfe…